NOTICE: For the convenience of capital market participants, NIPPON PAINT HOLDINGS CO., LTD.
makes efforts to provide English translations of the information disclosed in Japanese, provided thatthe original Japanese version prevails over its English translation version in the case of any
discrepancy found between the original and translation.

Consolidated Financial Results
for the Three Months Ended June 30, 2015
[Japanese GAAP]
August 10, 2015
Company name: NIPPON PAINT HOLDINGS CO., LTD.
Stock exchange listing: Tokyo Stock Exchange
Code number: 4612
URL: http://www.nipponpaint-holdings.com/
Representative: Tetsushi Tado, Representative Director and President
Contact: Hiroshi Hanaoka, General Manager of Corporate Administration
Phone: +81-6-6455-9141
Scheduled date of filing quarterly securities report: August 11, 2015
Scheduled date of commencing dividend payments: –Availability of supplementary briefing material on quarterly financial results: Yes
Schedule of quarterly financial results briefing session: Yes(Amounts of less than one million yen are rounded down.)
1. Consolidated Financial Results for the Three Months Ended June 30, 2015 (April 1, 2015 to June 30, 2015)(1) Consolidated Operating Results(% indicates changes from the previous corresponding period.)
Profit attributable to
Net sales
Operating income
Ordinary income
owners of parent
Three months ended Million yen%
Million yen%
Million yen%
Million yen%
June 30, 2015
120,168
92.1
12,98060.6
14,63640.7
4,675 (23.3)
June 30, 2014
62,558
1.3
8,085
3.3
10,403(9.2)
6,097 (16.6)
Note: Comprehensive income: Three months ended June 30, 2015: ¥5,582 million [13.2%]
Three months ended June 30, 2014: ¥4,931 million [-69.3%]
Diluted profit per
Profit per share
share
Three months ended
Yen
Yen
June 30, 2015
14.58
June 30, 2014
23.39
(2) Consolidated Financial Position
Total assets

Net assets

Million yen

Equity ratio

Million yen%

As of June 30, 2015
797,071565,049
As of March 31, 2015
810,727
589,923
Reference: Equity: As of June 30, 2015: ¥466,877 million
As of March 31, 2015: ¥479,829 million

58.6
59.2

2. Dividends
1stquarter-end
Yen

Annual dividends
2nd
3rd
quarter-end
quarter-end
Yen

Fiscal year ended March 31, 2015
10.00
Fiscal year ending March 31, 2016
Fiscal year ending March 31, 2016
11.0
(Forecast)
Note:
Revision to the forecast for dividends announced most recently: No

Year-end

Total

Yen

Yen

Yen

-

12.00

22.00

-

11.00

22.00

3. Consolidated Financial Results Forecast for the Fiscal Year Ending March 31, 2016 (April 1, 2015 to March
31, 2016)(% indicates changes from the previous corresponding period.)
Profit attributable
Net sales
Operating income
Ordinary income
to owners ofProfit per shareparentMillion yen%

Yen

First half
266,000 109.0
33,500 113.5
35,000 53.3
14,000
Full year
560,000 114.9
74,000 119.2
76,500 55.3
33,000Note:
Revision to the financial results forecast announced most recently: No

Million yen%

Million yen%

Million yen%(10.3)(81.8)

43.65
102.90* Notes:(1) Changes in significant subsidiaries during the period under review: No(2) Accounting treatments adopted specially for the preparation of quarterly consolidated financial statements: Yes(3) Changes in accounting policies, changes in accounting estimates and retrospective restatement
1) Changes in accounting policies due to the revision of accounting standards: Yes
2) Changes in accounting policies other than 1) above: No
3) Changes in accounting estimates: No4) Retrospective restatement: No(4) Total number of issued shares (common shares)
1) Total number of issued shares at the end of the period (including treasury shares):
June 30, 2015: 325,402,443 shares
March 31, 2015: 325,402,443 shares2) Total number of treasury shares at the end of the period:
June 30, 2015: 4,695,135 shares
March 31, 2015: 4,694,319 shares
3) Average number of shares during the period:
Three months ended June 30, 2015: 320,707,726 shares
Three months ended June 30, 2014: 260,723,155 shares* Presentation regarding the implementation status of the quarterly review procedures
These quarterly financial results are outside the scope of quarterly review procedures under the Financial
Instruments and Exchange Act, and quarterly review procedures for the quarterly consolidated financial statements
are performed separately.
* Explanation of the proper use of financial results forecast and other notes
The earnings forecasts and other forward-looking statements herein are based on information currently available
to the Company and certain assumptions that are judged to be reasonable. Actual results, etc. may differ greatly
from the forecast figures depending on various factors. For the assumptions underlying the forecasts andprecautions when using the forecasts, please refer to “Explanation of Consolidated Financial Results Forecast andOther Forward-Looking Information” on page 3 of the Attachment.

Table of Contents
1. Qualitative Information on Quarterly Financial Results for the Period under Review .................................... 2(1) Explanation of Operating Results ............................................................................................................... 2(2) Explanation of Financial Position .............................................................................................................. 3(3) Explanation of Consolidated Financial Results Forecast and Other Forward-Looking Information........... 3
2. Matters Concerning Summary Information (Notes)...................................................................................... ...4
(1) Changes in Significant Subsidiaries during the Three Months ended June 30, 2015 .................................. 4(2) Accounting Treatments Adopted Specially for the Preparation of Quarterly Consolidated Financial
Statements .................................................................................................................................................... 4(3) Changes in Accounting Policies, Changes in Accounting Estimates and Retrospective Restatement ........ 4
3. Quarterly Consolidated Financial Statements ................................................................................................ 5(1) Quarterly Consolidated Balance Sheets ..................................................................................................... 5(2) Quarterly Consolidated Statements of Income and Comprehensive Income ............................................. 7(3) Notes to Quarterly Consolidated Financial Statements .............................................................................. 9(Notes on going concern assumption) ................................................................................................... 9(Notes in the case of significant changes in shareholders’ equity).......................................................... 9(Segment information, etc.) ................................................................................................................. 10(Significant subsequent events)............................................................................................................. 13

1

1. Qualitative Information on Quarterly Financial Results for the Period under Review(1) Explanation of Operating Results
During the three months ended June 30, 2015, consolidated net sales of NIPPON PAINT HOLDINGS CO.,LTD. (the “Company”) and its group companies (collectively, the “Group”) increased by 92.1% from thecorresponding period of the previous year (the “previous year”), to ¥120,168 million due to the acquisition ofequity of joint venture companies in the Asian region (making them into subsidiaries). Consolidated operating
income increased by 60.6% from the previous year, to ¥12,980 million as a result of the effects of acquiring
equity in the joint venture companies and the recording of related amortization expenses for goodwill andintangible assets in selling and administrative expenses, and consolidated ordinary income increased by 40.7%
from the previous year, to ¥14,636 million. Profit attributable to owners of parent was decreased by 23.3%
from the previous year, to ¥4,675 million as a result of the elimination of profit attributable to non-controllinginterests. Results by business segment are as follows. Overseas group companies, with the exception of somecompanies, adopt a December fiscal year-end, and a corresponding period for the period under review is fromJanuary to March 2015.
Japan
In this region, as a result of the effects of a decrease in the number of automobiles manufactured, net salesof automotive coatings decreased from the previous year. As for industrial coatings, a decline in sales of
coatings for housing materials and other factors led to lower net sales compared to the previous year. With
respect to trade-use paints, while performance has been weak in the overall market, owing to efforts in sales
promotion activities, net sales remained at the same level as the previous year.
As a result of these factors, consolidated net sales for the Japan segment decreased by 8.4% from theprevious year, to ¥41,915 million. Consolidated operating income increased by 245.7% from the previous year,to ¥22,557 million due to the transition to a holding company that occurred on October 1, 2014 leading to therecording of dividend income from overseas group companies (recording ¥16,243 million for the three months
ended June 30, 2015).
Additionally, such amount is eliminated as an internal transaction under “Inter-segment transaction
eliminations and other adjustments.”
Asia
In this region, while net sales and operating income increased substantially due to the acquisition of equityof joint venture companies in the Asian region (making them into subsidiaries), share of profit of entities
accounted for using equity method decreased.
As a result of these factors, consolidated net sales for the Asia segment increased by 582.4% from theprevious year, to ¥69,569 million, consolidated operating income increased by 508.8% from the previous year,
to ¥5,483 million, and share of profit of entities accounted for using equity method decreased by 92.8% fromthe previous year, to ¥159 million.
In China, the core of the Asia segment, sales of paints for housing interiors were robust.
North America
In this region, net sales increased due to an increase in the number of automobiles manufactured.
Furthermore, in addition to reduced expenses for the import of raw materials due to a weaker yen, continued
activities to reduce costs led to a significant improvement in profitability.
As a result, consolidated net sales for the North America segment increased by 33.5% from the previous
year, to ¥7,773 million, and consolidated operating income increased by 104.5% from the previous year, to¥1,116 million.

2

OtherConsolidated net sales for this geographic segment increased by 13.0% from the previous year, to ¥910
million, and consolidated operating income decreased by 5.9% from the previous year, to ¥70 million.
Share of profit or loss of entities accounted for using equity method amounted to a loss of ¥146 million (aloss of ¥3 million in the previous year) partly due to a reassessment of existing equity in line with additional
acquisition.

(2) Explanation of Financial Position
Total assets at the end of the first quarter of the fiscal year under review decreased by ¥13.66 billion fromthe end of the previous fiscal year to ¥797,071 million. Of these, current assets increased by ¥2.62 billion fromthe end of the previous fiscal year, primarily caused by strong performance in sales of coatings in the Asian
region, and an increase in notes and accounts receivable – trade.
Fixed assets decreased by ¥16.27 billion from the end of the previous fiscal year, primarily caused byfactors such as the application of the Accounting Standard for Business Combinations etc., which led to adecrease in goodwill.
Liabilities increased by ¥11.22 billion from the end of the previous fiscal year to ¥232,021 million. The
increase was mainly attributable to an increase in short-term loans payable, despite a decrease in income taxes
payable due to the payment of income taxes.
Net assets including non-controlling interests decreased by ¥24.87 billion from the end of the previous
fiscal year to ¥565,049 million. This was mainly attributable to a decrease in capital surplus due to theapplication of the Accounting Standard for Business Combinations, etc., despite an increase in retained
earnings stemming from the recording of profit attributable to owners of parent.
As a result, equity ratio fell from 59.2% at the end of the previous fiscal year to 58.6%.

(3) Explanation of Consolidated Financial Results Forecast and Other Forward-Looking Information
There are no changes to the full-year financial results forecast announced on May 12, 2015.

3

2. Matters Concerning Summary Information (Notes)(1) Changes in Significant Subsidiaries during the Three Months ended June 30, 2015
There is no relevant information.
(2) Accounting Treatments Adopted Specially for the Preparation of Quarterly Consolidated Financial Statements(Special Accounting Treatments)
Calculation of tax expenses
Tax expenses have been calculated by multiplying income before income taxes and minority interests byan effective tax rate, which is reasonably estimated after the application of tax effect accounting to income
before income taxes and minority interests for the consolidated fiscal year including the first quarter of the
fiscal year under review.

(3) Changes in Accounting Policies, Changes in Accounting Estimates and Retrospective Restatement(Changes in Accounting Policies)
Effective from the three months ended June 30, 2015, the Company has applied the “Accounting Standard
for Business Combinations” (Accounting Standards Board of Japan (ASBJ) Statement No. 21, September 13,
2013; hereinafter the “Business Combination Accounting Standard”), “Accounting Standard for Consolidated
Financial Statements” (ASBJ Statement No. 22, September 13, 2013; hereinafter the “Consolidated Financial
Statement Accounting Standard”), and “Accounting Standard for Business Divestitures” (ASBJ Statement No.
7, September 13, 2013; hereinafter the “Business Divestiture Accounting Standard”), and along with recording
differences in the Company’s holding value for subsidiaries for which control continues as capital surplus, themethod for recording expenses related to acquisition has been changed to the consolidated fiscal year in which
the expenses were incurred. Furthermore, concerning business combinations which occur at or after the
beginning of the three months ended June 30, 2015 under review, the method has been changed to reflectrevisions to distribution amounts for acquisition costs resulting from settlement of provisional accounting
treatment to the quarterly consolidated financial statements for the consolidated accounting period to which thebusiness combination applies. As a result, changes in presentation in net income, etc. as well as a change inpresentation from “minority interests” to “non-controlling interests” have been made. In order to reflect thesechanges in presentation, reclassifications have been made in the quarterly consolidated financial statements andconsolidated financial statements for the previous consolidated first quarter and previous consolidated fiscal
year.
The application of Business Combination Accounting Standard, etc., have been adopted in accordancewith transitional treatments stipulated in Business Combination Accounting Standard, Paragraph 58-2 (3),Consolidated Financial Statement Accounting Standard, Paragraph 44-5 (3), and Business Divestiture
Accounting Standard, Paragraph 57-4 (3), and the amount of the cumulative effect as of the beginning of thethree months ended June 30, 2015 when the new accounting standards are retroactively applied to all previous
periods has been added to or subtracted from capital surplus and retained earnings.
As a result, as of the beginning of the three months ended June30, 2015, goodwill and capital surplus
decreased by ¥11,753 million and ¥14,886 million, respectively, while retained earnings increased by ¥3,008
million. In addition, during the three months ended June 30, 2015, operating income increased by ¥260 million,
and ordinary income and income before income taxes and minority interests increased by ¥270 million.

43. Quarterly Consolidated Financial Statements(1) Quarterly Consolidated Balance Sheets(Million yen)
As of March 31, 2015
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Securities
Inventories
Deferred tax assets
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures, net
Other, net
Total property, plant and equipment
Intangible assets
Goodwill
Trademark right
Other
Total intangible assets
Investments and other assets
Investment securities
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

5

As of June 30, 2015

89,007
136,694
43,752
53,2797,218
14,962(3,179)341,736

85,290151,087
32,87456,657
6,742
14,540(2,838)344,353

43,57057,360100,930

43,31459,733103,048

210,538
54,01753,518318,073

195,440
52,851
52,348300,640

47,284
917
1,958
(174)
49,987
468,991
810,727

46,544
775
1,891
(182)
49,028452,717
797,071

(Million yen)
As of March 31, 2015
Liabilities
Current liabilities
Notes and accounts payable - trade
Electronically recorded obligations - operating
Short-term loans payable
Income taxes payable
Other
Total current liabilities
Non-current liabilities
Long-term loans payable
Deferred tax liabilities
Provision for directors’ retirement benefits
Provision for environmental measures
Net defined benefit liability
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets

6

As of June 30, 201582,272
11,456
11,1099,931
52,208
166,977

78,861
11,951
19,294
7,127
62,301
179,536

2,612
27,404172
304
16,763
6,568
53,826
220,804

1,855
26,57998
332
16,533
7,085
52,484232,02178,86278,338314,743(6,432)465,51378,86263,451
318,579(6,435)454,459

12,21813
4,307(2,224)
14,316
110,094
589,923
810,727

12,67319
1,893(2,168)12,41898,171565,049
797,071(2) Quarterly Consolidated Statements of Income and Comprehensive Income
Quarterly Consolidated Statements of Income
Three Months Ended June 30(Million yen)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity method
Foreign exchange gains
Other
Total non-operating income
Non-operating expenses
Interest expenses
Foreign exchange losses
Other
Total non-operating expenses
Ordinary income
Extraordinary income
Gain on sales of non-current assets
Other
Total extraordinary income
Extraordinary losses
Loss on sales and retirement of non-current assets
Loss on liquidation of subsidiaries and associates
Other
Total extraordinary losses
Income before income taxes and minority interests
Income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

For the three months ended
June 30, 2014
62,55839,481
23,07614,991
8,085

For the three months ended
June 30, 2015
120,168
72,39547,773
34,792
12,980

27
404
2,205
–
318
2,955

193
421
11
566
878
2,071

57
346
233
637
10,403

79
–
335
415
14,636

9
0
10

6
–
6

39
16
1
57
10,356
3,748
6,607
509
6,097

66
–
–
66
14,577
6,383
8,193
3,517
4,675

7

Quarterly Consolidated Statements of Comprehensive Income
Three Months Ended June 30(Million yen)

ProfitOther comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Share of other comprehensive income of entities accounted
for using equity method
Total other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests

For the three months ended
June 30, 2014
6,607

For the three months ended
June 30, 2015
8,193

618
(1)
(1,171)212447
9(3,250)56(1,333)(1,675)4,931

125(2,610)
5,582

4,713

2,778

218

2,804

8

(3) Notes to Quarterly Consolidated Financial Statements(Notes on going concern assumption)
There is no relevant information.

(Notes in the case of significant changes in shareholders’ equity)
I. For the three months ended June 30, 2014
1. Dividends paid
Resolution

Type of stock

Annual General
Meeting of
Shareholders held on
June 27, 2014

Commonstock

Total dividend
Dividends peramountshare (Yen)(Million yen)

3,128

Record date

12.00 March 31, 2014

Effective date

Source ofdividends

June 30, 2014

Retainedearnings

2. Dividends for which the record date falls in the three months ended June 30, 2014, but for which the effective
date falls on a date after the end of the three months ended June 30, 2014
There is no relevant information.
3. Significant changes in shareholders’ equity
There is no significant change in shareholders’ equity from the end of the previous fiscal year.
II. For the three months ended June 30, 2015
1. Dividends paid
Resolution

Type of stock

Annual General
Meeting of
Shareholders held on
June 26, 2015

Commonstock

Total dividend
Dividends peramountshare (Yen)(Million yen)

3,848

Record date

12.00 March 31, 2015

Effective date

Source ofdividends

June 29, 2015

Retainedearnings

2. Dividends for which the record date falls in the three months ended June 30, 2015, but for which the effective
date falls on a date after the end of the three months ended June 30, 2015
There is no relevant information.
3. Significant changes in shareholders’ equity
From the three months ended June 30, 2015, the Company has applied the Business Combination AccountingStandard, etc. Details regarding the effects are described in “Changes in Accounting Policies.”9

(Segment information, etc.)[Segment information]
I. For the three months ended June 30, 2014
1. Information on net sales and income (loss) by reportable segment(Million yen)Japan

Reportable segment
North
Asia
America

Subtotal

Other(Note)Total

Net sales
Net sales to outside customers
45,734
10,195
5,822
61,752805
62,558Inter-segment net sales or transfers
3,069
1,192
49
4,311
392
4,703
Total
48,804
11,387
5,871
66,063
1,198
67,262
Segment income
6,524
900
545
7,971
74
8,046
Share of profit (loss) of entities
–
2,209
–
2,209
(3)
2,205
accounted for using equity method
Note: “Other” represents business segments that are not included in the reportable segments, and contains businessactivities by overseas subsidiaries in Europe, etc.
2. Difference between total reportable segment income (loss) and the amount recorded in the quarterly
consolidated statements of income, and major details of said difference (matters related to adjustments ofdifferences)(Million yen)
IncomeAmountTotal reportable segment income

7,971

Segment income from “Other”

74

Inter-segment transaction eliminations and otheradjustments
Operating income recorded in the quarterly consolidated
statement of income
3. Information regarding impairment loss on non-current assets or goodwill, etc. by reportable segment
There is no relevant information.

10

38
8,085

4. Information on products and services(Million yen)

Change from the previous
year (%)

AmountNet sales to outside customers
Paints

58,762

0.8

Automotive

22,176

1.8

Trade-use

11,783(2.4)

Industrial

11,947

4.6

Other paints

12,854(1.2)

Fine chemicals

3,795

9.2

62,558

1.3

Total
Note: Consumption taxes are not included in these amounts.

II. For the three months ended June 30, 2015
1. Information on net sales and income (loss) by reportable segment(Million yen)Japan

Reportable segment
North
Asia
America

Subtotal

Other(Note)Total

Net sales
Net sales to outside customers
41,91569,5697,773
119,258910
120,168
Inter-segment net sales or transfers
21,3031,228
43
22,574
252
22,827
Total
63,21970,797
7,816
141,833
1,163
142,996
Segment income
22,557
5,483
1,116
29,15770
29,227
Share of profit (loss) of entities
(1)
159
–
157
(146)
11
accounted for using equity method
Note: “Other” represents business segments that are not included in the reportable segments, and contains businessactivities by overseas subsidiaries in Europe, etc.
2. Difference between total reportable segment income (loss) and the amount recorded in the quarterly
consolidated statements of income, and major details of said difference (matters related to adjustments ofdifferences)(Million yen)

IncomeAmount29,157

Total reportable segment income
Segment income from “Other”

70

Inter-segment transaction eliminations and other(16,246)
adjustments
Operating income recorded in the quarterly
12,980consolidated statement of income
Note: “Inter-segment transaction eliminations and other adjustments” for the three months ended June 30, 2015
includes inter-segment dividend income.

11

3. Changes to reportable segments(Application of the Accounting Standard of Business Combinations)
As described in “Changes in Accounting Policies”, effective from the first quarter of the fiscal year underreview, the Company records differences in the Company’s holding value for subsidiaries for which control
continues as capital surplus, and the method for recording expenses related to acquisition has been changed tothe consolidated fiscal year in which the expenses were incurred.
As a result of these changes, segment income for the three months ended June 30, 2015 has increased by¥243 million in the “Japan” segment and increased by ¥16 million in the “Asia” segment, compared to thatrecorded using the previous method.
4. Information regarding impairment loss on non-current assets or goodwill, etc. by reportable segment(Significant changes to goodwill amounts)
From the first quarter of the fiscal year under review, the application of the Business Combination
Accounting Standard, Consolidated Financial Statement Accounting Standard, and Business Divestiture
Accounting Standard, etc., has resulted in a decrease in goodwill. As a result of these changes, the amount of
goodwill at the beginning of the three months ended June 30, 2015 decreased by ¥10,475 million in the “Japan”
segment and decreased by ¥1,277 million in the “Asia” segment.
5. Information on products and services(Million yen)

Change from the previous
year (%)

AmountNet sales to outside customers
Paints116,863

98.9

Automotive

31,11740.3

Trade-use

55,285

369.2

Industrial

16,72940.0

Other paints

13,730

6.8

Fine chemicals

3,305(12.9)

120,168

92.1

Total
Note: Consumption taxes are not included in these amounts.

12

(Significant subsequent events)(Issuance of stock remuneration type stock options (stock acquisition rights))
The Company passed a resolution regarding the issuance of stock remuneration type stock options to Directors(excluding Outside Directors) and Corporate Officers of the Company at the Board of Directors meeting held on
June 26, 2015, and issued them on July 13, 2015.
Details are as follows.
Date of resolution
Total number of stock acquisition rights
Of stock acquisition rights, number of treasury stockacquisition rights
Class of shares to be allocated upon exercise of thestock acquisition rights
Number of shares to be allocated upon exercise of thestock acquisition rights
Paid-in amount upon exercise of stock acquisitionrightsPeriod when stock acquisition rights may be exercised
Matters concerning issue price of the stock and amountincorporated into capital in case of the issuance ofshares upon the exercise of stock acquisition rights
Conditions for exercising the stock acquisition rights
Matters concerning transfer of stock acquisition rights

June 26, 2015
156 (Note 1)–
Ordinary shares
15,600 shares (Note 1)
The paid-in amount for each stock acquisition rightshall be 1 yen per share, and the total amount shall bethis figure multiplied by the number of shares to which
each stock acquisition right applies.
From July 14, 2015 to July 13, 2045
Issue price¥3,345 per share
Amount incorporated into capital¥1,673 per share (Note 2)(Note 3)
The acquisition of stock acquisition rights by transfer
shall require approval by resolution of the Board of
Directors of the Company.
–(Note 4)

Matters concerning substitute payment
Matters concerning the issuance of the stock acquisitionrights in line with organizational restructuring
Notes: 1. Ordinary shares in the Company shall be the class of shares to be allocated upon exercise of the stockacquisition rights, and the number of shares to be allocated upon exercise of each stock acquisition right(hereinafter referred to as the “number of shares granted”) shall be 100.
However, in the event that the Company conducts a stock split (including a gratis allotment of ordinary shares;
the same applies in descriptions of stock splits hereinafter) or reverse stock split on or after the date of theallotment of the stock acquisition rights (hereinafter referred to as the “allotment date”), the number of shares
granted shall be adjusted based on the following formula. Fractions less than one share generated as a result of
the adjustment shall be rounded down.
Post-adjustment number of shares granted = pre-adjustment number of shares granted x stock split or reverse
stock split ratio
As for post-adjustment number of shares granted, the formula shall apply on or after the date following therecord date of the relevant stock split in case of the stock splits (if the record date is not specified, the effective
date of the relevant stock split), on or after the effective date of the relevant reverse stock split in case of the13

reverse stock split. However, if stock splits are performed subject to the approval of a proposal at the General
Meeting of Shareholders to increase capital stock or legal capital surplus by decreasing surplus, and if the dateon or before the closing date of the General Meeting of Shareholders is specified as the record date for thestock splits, the formula shall apply to the post-adjustment number of shares granted on or after the datefollowing the closing date of the General Meeting of Shareholders retrospectively for the date following suchrecord date.
In addition, in the event the Company conducts a merger or a company split on or after the allotment date, orother equivalent circumstances whereby an adjustment to the number of shares granted is necessary, theCompany may appropriately adjust the number of shares granted, within the limit considered to be reasonable.
When adjusting the number of shares granted, the Company notifies or publicly announces necessary matters
to holders of each stock acquisition right listed in the Stock Option Registry (hereinafter the “holders of stockacquisition rights”) by the date before the date applying the post-adjustment number of shares granted.
However, if it is not possible to make the notice or the public announcement by the date before the date of theapplication, the notification or the public announcement will be made promptly thereafter.
2. (1) The amount of capital stock to be increased in case of the issuance of shares upon the exercise of stockacquisition rights shall be a half of the maximum limit of an increase of capital stock and others that is
calculated in accordance with Article 17, Paragraph 1 of the Ordinance on Accounting of Companies, and afraction less than 1 yen resulting from the calculation shall be rounded up.
(2) The amount of legal capital surplus to be increased in case of the issuance of shares upon the exercise ofstock acquisition rights shall be the maximum limit of an increase of capital stock and others described inabove (1) less the capital stock to be increased prescribed in above (1).
3. (1) A holder of stock acquisition rights cannot exercise stock acquisition rights for three years after the
allocation date. However, if he/she loses both the positions as Director and Corporate Officer of theCompany, he/she may exercise the stock acquisition rights on the day after the date of the relevant loss ofthe position.
(2) Notwithstanding above (1), if a proposal to approve the merger agreement where the Company becomes a
non-surviving company or a proposal to approve the share exchange agreement or the share transfer plan
where the Company becomes a wholly owned subsidiary is approved at the General Meeting of
Shareholders (or at the Board of Directors of the Company in case the resolution of the General Meeting of
Shareholders is not required), the holders of stock acquisition rights may exercise the stock acquisitionrights only within fifteen days from the next day of the relevant approval date (or the date of the resolution
at the Board of Directors of the Company in case the resolution of the General Meeting of Shareholders is
not required), except when it is prescribed in the merger agreement, the share exchange agreement or theshare transfer plan that the stock acquisition rights of the target restructuring company are issued to theholder of the stock acquisition rights in accordance with Note 4 below.
(3) Above (1) shall not apply to person who has succeeded the stock acquisition rights by inheritance.
(4) If the holders of stock acquisition rights abandon stock acquisition rights, he/she cannot exercise therelevant stock acquisition rights.
4. If the Company performs merger (only if the Company ceases to exist as a result of the merger), absorptiontype company split or incorporation-type company split (only if the Company becomes a splitting company
respectively), or share exchange or share transfer (only if the Company becomes a wholly owned subsidiary
respectively) (hereinafter, collectively the “organizational restructuring acts”), the Company shall issue thestock acquisition rights of stock companies pursuant to Article 236, Paragraph 1, Item 8, a. to e. of the14Companies Act (hereinafter the “target restructuring company”), to the holders of stock acquisition rights who
holds remaining stock acquisition rights (hereinafter the “remaining stock acquisition rights”) immediately
before the effective date of the organizational restructuring acts (for absorption-type merger, the date when theabsorption-type merger takes effect; for consolidation-type merger, the date when the company incorporated
upon consolidation-type merger is incorporated; for absorption-type company split, the date when theabsorption-type company split takes effect; for incorporation-type company split, the date when the company
incorporated upon incorporation-type company split is incorporated; for share exchange, the date when theshare exchange takes effect; and for share transfer, the date when the parent company through share transfer isincorporated; hereinafter, the same shall apply), for each of the cases. However, this is on the condition that theprovision that stock acquisition rights of the target restructuring company are issued according to each of thefollowing is stipulated in an absorption-type merger agreement, consolidation-type merger agreement, anabsorption-type company split agreement, an incorporation-type company split plan, a share exchange
agreement or a share transfer plan.
(1) The number of the stock acquisition rights of the target restructuring company to be issued
The identical number with the number of the remaining stock acquisition rights held by the holders of stockacquisition rights shall be issued respectively.
(2) Class of shares of the target restructuring company for the purpose of the stock acquisition rights
This shall be common stocks of the target restructuring company.
(3) The number of shares of the target restructuring company for the purpose of the stock acquisition rights
This shall be determined according to Note 1 above, taking into account the conditions of theorganizational restructuring acts.
(4) Value of assets to be contributed upon the exercise of stock acquisition rights
The value of assets contributed upon the exercise of each stock acquisition right to be issued shall be postrestructuring exercised value stipulated below, multiplied by the number of shares of the target
restructuring company for the purpose of the relevant stock acquisition rights that is determined pursuant toabove (3). The post-restructuring exercised value shall be 1 yen per share of shares of the target
restructuring company that may be issued upon the exercise of each stock acquisition right to be issued.
(5) Period when stock acquisition rights may be exercisedThis shall be from the date, whichever is later of the start date of the period when stock acquisition rights
can be exercised as stipulated in “Period when stock acquisition rights may be exercised” above or theeffective date of organizational restructuring acts, until the expiration date of the period when stockacquisition rights can be exercised as stipulated in “Period when stock acquisition rights may be exercised”
above.
(6) Matters concerning capital stock and legal capital surplus to increase in case of the issuance of shares upon
the exercise of stock acquisition rights
This shall be determined as stipulated in Note 2 above.
(7) Restrictions on the acquisition of stock acquisition rights by transfer
The acquisition of stock acquisition rights by transfer shall require approval by resolution of the Board of
Directors of the target restructuring company.
(8) Provisions of acquisition of the stock acquisition rights
This shall be determined as stipulated in Note 5 below.
(9) Other conditions to exercise the stock acquisition rights
This shall be determined based on Note 3 above.
5. If the following proposal of (1), (2), (3), (4) or (5) is approved at the General Meeting of Shareholders of theCompany (or at the Board of Directors of the Company in case the resolution of the General Meeting of15

Shareholders is not required), the Company may acquire the stock acquisition rights for free of charge on thedate determined separately by the Board of Directors of the Company.
(1) A proposal to approve the merger agreement where the Company becomes a non-surviving company(2) A proposal to approve the split agreement or the split plan where the Company becomes a split company(3) A proposal to approve the share exchange agreement or the share transfer plan where the Company
becomes a wholly owned subsidiary(4) A proposal to approve the change to the Articles of Incorporation to establish provisions that theacquisition of the shares by transfer as the contents of all of the shares issued by the Company requires theapproval of the Company(5) A proposal to approve the change to the Articles of Incorporation to establish provisions that theacquisition of the class of shares by transfer as the contents of the shares in the class for the purpose of thestock acquisition rights requires the approval of the Company, or that all of the shares in the class are
acquired by the Company subject to the resolution of the General Meeting of Shareholders

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