Securities code: 4310
June 2, 2022

Notice of Convocation of the 22nd Annual General Meeting of Shareholders
Dear Shareholders:

We would hereby like to inform you that the 22nd Annual General Meeting of Shareholders will beheld as follows.
If you are unable to attend, you may exercise your voting rights in writing or via the Internet. Please
review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 6:00 p.m. on Thursday, June 16, 2022.

Yours faithfully

Tetsuro Harada
Representative Director and CEO
Dream Incubator Inc.
3-2-6 Kasumigaseki, Chiyoda-ku, Tokyo, Japan

- 1 -

1

Date and Time

Friday, June 17, 2022, at 10:00 a.m.
31Builedge Kasumigaseki Plaza Hall

2

Venue

Kasumigaseki Building, First Floor
3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo, Japan
Items to be reported
1. Business Report, Consolidated Financial Statements for the 22nd Fiscal Year (from April 1,
2021 to March 31, 2022), as well as Auditing Reports on Consolidated Financial Statements
by the Accounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 22nd Fiscal Year (from April 1, 2021 toMarch 31, 2022)

3

AgendaItems to be resolved
Proposal 1

Partial Revisions to the Articles of Incorporation

Proposal 2

Election of Four Directors Who Are Not Audit and Supervisory Committee
Members

Proposal 3

Election of Two Directors Who Are Audit and Supervisory Committee Members

Proposal 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee
Member

Proposal 5

Partial Revisions of Amounts and Details of the Stock Compensation Plan for
Directors Who Are Not Audit and Supervisory Committee Members▍ If you plan to attend the meeting in person, please submit the Voting Rights Exercise Form to the receptionist at the meeting.
▍ Any amendments to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial
Statements and the Non-Consolidated Financial Statements will be posted on the Company’s internet website(https://www.dreamincubator.co.jp).
▍ The “Company Structure and Policies,” the “Consolidated Statements of Changes in Equity” and the “Notes to Consolidated Financial
Statements” in the Consolidated Financial Statements, and the “Non-Consolidated Statements of Changes in Equity” and the “Notes to
Non-Consolidated Financial Statements” in the Non-Consolidated Financial Statements are available on the Company’s internet website(https://www.dreamincubator.co.jp). Accordingly, they are not included in the attached documents concerning items to be reported,
pursuant to the provisions of the law and Article 15 of the Articles of Incorporation. The “Company Structure and Policies” is subject toaudit by the Audit and Supervisory Committee. The “Consolidated Statements of Changes in Equity” and “Notes to Consolidated
Financial Statements” of the Consolidated Financial Statements and the “Non-Consolidated Statements of Changes in Equity” and “Notes
to Non-Consolidated Financial Statements” of the Non-Consolidated Financial Statements are subject to audit by the Accounting Auditor
and the Audit and Supervisory Committee, together with the accompanying documents concerning items to be reported.

- 2 -Proposal 1

1.

Partial Revisions to the Articles of Incorporation

Reasons for the Proposal(1)

Changes due to the introduction of a system for the electronic provision of materials for thegeneral meeting of shareholders
The revised provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of 2019) will go into effect on September 1, 2022. We propose amending theCompany’s Articles of Incorporation to prepare for the introduction of a system for the electronic provision of materials forthe general meeting of shareholders.
1)
Paragraph 1, Article 15 of the proposed revision provides that the information contained in the reference documents
for the general meeting of shareholders, etc. shall be subject to measures for electronic provision.
2)
Paragraph 2, Article 15 of the proposed revision establishes provisions to limit the scope of items to be included in
documents to be delivered to shareholders who have requested document delivery.
3)
The provision for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of
Shareholders, etc. (Article 15 of the current Articles of Incorporation) is to be deleted as it is no longer necessary.
4)
In accordance with the new establishment and deletion indicated above, a supplementary provision regarding theeffective date is to be added. This supplementary provision shall be deleted after the effective date has passed.

(2)

Change in the method for selecting people authorized to convene and chair meetings of the Boardof Directors
Article 22 of the Articles of Incorporation is to be amended to authorize an Outside Director who is the Chairman of theNomination and Compensation Committee to convene and chair meetings of the Board of Directors, where the purpose isto remove a Representative Director.

2.

Details of the Revisions
Details of the revisions are as follows.
(Revisions are underlined.)
Current Articles of Incorporation

Proposed Revisions

CHAPTER 3. GENERAL MEETING OF SHAREHOLDERS

CHAPTER 3. GENERAL MEETING OF SHAREHOLDERS(Internet Disclosure and Deemed Provision of Reference<Deleted>

Documents for the General Meeting of Shareholders, etc.)
Article 15. With respect to the convocation of a general
meeting of shareholders, the Company may deemthat it has provided information pertaining tomatters to be stated or indicated in the reference
documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements to shareholders by disclosing suchinformation via the Internet in accordance withthe applicable ordinance of the Ministry ofJustice.

- 3 -Current Articles of Incorporation

Proposed Revisions<Newly established>(Measures for Electronic Provision, etc.)
Article 15.

When convening a general meeting ofshareholders, the Company shall take measures toprovide in electronic form information
corresponding with the reference documents forthe general meeting of shareholders, etc.

2

Of the items to be provided electronically, theCompany may omit all or part of the items
stipulated by ordinance of the Ministry of Justicefrom those documents to be delivered toshareholders who have requested delivery of the
documents by the record date for voting rights.

CHAPTER 4. DIRECTORS AND BOARD OF DIRECTORSCHAPTER 4. DIRECTORS AND BOARD OF DIRECTORS(People Authorized to Convene and Chair Meetings of the(People Authorized to Convene and Chair Meetings of theBoard of Directors)

Board of Directors)

Article 22. Meetings of the Board of Directors shall be

Article 22.

Meetings of the Board of Directors shall be

convened and chaired by a Representative

convened and chaired by a Director determined

Director, except as otherwise provided by law.

by the Board of Directors, except as otherwise
provided by law.

2

In the event of an accident befalling the2

In the event of an accident befalling the person

Representative Director, another Director shallauthorized to convene and chair the meeting,convene the meeting in the order previously

another Director shall convene the meeting in thedetermined by the Board of Directors and shallorder previously determined by the Board ofact as Chairman.

Directors and shall act as Chairman.
(Supplementary provision)<Newly established>

Article 3.

The deletion of Article 15 of the current Articles
of Incorporation (Internet Disclosure andDeemed Provision of Reference Documents for
the General Meeting of Shareholders, etc.) andthe new establishment of Article 15 (Measuresfor Electronic Provision, etc.) in the proposed
revision shall go into effect on the date ofenforcement (September 1, 2022; hereinafterreferred to as the “Effective Date”) of the revised
provisions stipulated in the proviso to Article 1of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No.
70 of 2019).

2

Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force forshareholders' meetings whose date is within six
months of the Effective Date.

3

This supplementary provision shall be deleted
after six months from the Effective Date or threemonths from the date of the general meeting ofshareholders set forth in the preceding paragraph,
whichever is later.

- 4 -Election of Four Directors Who Are Not
Audit and Supervisory Committee Members

Proposal 2

The term of office of all (four) of the Company’s Directors (excluding Directors who are Audit and Supervisory Committee
members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this general meeting. Accordingly, werequest the election of four Directors. With regard to this proposal, the Audit and Supervisory Committee has expressed its opinion
that all of the Director candidates are qualified and capable of fulfilling the roles expected of Directors.
Director candidates are as follows.

No.

Name

Age

Current Position,
Responsibility

Attendance at Boardof Directors
Meetings
100%(13/13)

Reelection

Executive
Officer—

Attributes of Director Candidates

1

TetsuroHarada56

Representative
Director & CEO,
Chairman of theBoard of Directors

2

Takayuki
Miyake52

Representative
Director, President
& COO

100%
(13/13)

Reelection

Executive
Officer—

3

Kyohei
Hosono49

Director, Vice
President & COO

100%(13/13)

Reelection

Executive
Officer—

4

Tsutomu
Fujita62

Director

100%(11/11)

Reelection

OutsideDirector

Independent
Officer- 5 -1

Tetsuro Harada(Born September 22, 1965; age 56)

Reelection

Number of Company shares held: 54,300 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1981
Apr. 1990
May 1996
Oct. 2000
Jan. 2003
Jun. 2006
Nov. 2017
Jun. 2018
Jun. 2020
Oct. 2020
Jun. 2021

Joined the Japan Maritime Self-Defense Force
Joined Nippon Life Insurance Company
Received MBA from the University of California, Berkley
Joined Dream Incubator
Manager
Executive Officer (current position)
Director, ipet Insurance Co., Ltd. (current position)
Director, Dream Incubator
Representative Director & CEO (current position)
Director, ipet Holdings, Inc. (Audit and Supervisory Committee member)
Director, ipet Holdings, Inc. (current position)

Reasons for Selection as a Candidate for Director
In 2006, Mr. Tetsuro Harada assumed the position of Executive Officer in charge of the Corporate Department. Since then, he
has directed all aspects of the Company's business administration and human resources and general affairs, helping to improve thesoundness and transparency of the Company's management. Since assuming the position of Representative Director & CEO in
2020, he has striven to enhance corporate governance as Chairman of the Board of Directors. We have determined that his extensive
work experience and high level of management insight are necessary to continuously enhance the Company's corporate value, andwe request his continued election as a Director.

2

Takayuki Miyake (Born April 24, 1970; age 52)

Reelection

Number of Company shares held: 87,600 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1995 Joined the Ministry of International Trade and Industry(now the Ministry of Economy, Trade and Industry)
Jul. 2001 Joined A.T. Kearney
Jun. 2004 Joined Dream Incubator
Nov. 2004 Manager
Oct. 2009 Executive Officer (current position)
Jun. 2019 Director
Jun. 2020 Representative Director & COO, Business Production Department
Jun. 2021 Representative Director, President & COO (current position)

Reasons for Selection as a Candidate for Director
Mr. Takayuki Miyake assumed the position of Executive Officer of the Company in 2009. As officer in charge of the Business
Production Department, he has contributed to the establishment and development of our unique consulting services, producing new
businesses and industries. He assumed the position of Representative Director and President in 2021, and has promoted efforts tostrengthen the Company’s earnings base, with a focus on producing businesses. We have determined that his extensive work
experience and high level of management insight are necessary to continuously enhance the Company's corporate value, and werequest his continued election as a Director.

- 6 -

3

Kyohei Hosono(Born April 28, 1973; age 49)

Reelection

Number of Company shares held: 38,300 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1996 Joined the Overseas Economic Cooperation Fund(now the Japan Bank for International Cooperation)
Aug. 1998 Studied abroad at St. Petersburg State University
Jul. 2000 Masters of Public Administration, University of Michigan
Oct. 2005 Joined Dream Incubator
Aug. 2007 Manager
Oct. 2009 Managing Director in Charge of Asia
Oct. 2012 Executive Officer (current position)
Jun. 2019 Director
Jun. 2020 Representative Director & COO, Incubation Department
Jun. 2021 Director, Vice President & COO (current position)

Reasons for Selection as a Candidate for Director
Mr. Kyohei Hosono was responsible for global businesses produce that bridge Japan and other parts of Asia by supporting large
corporations in their Asian expansion strategies and fostering investment in Asian companies. In addition, as officer in charge of the
Incubation Department, he helped to cultivate development in innovative venture companies and growth businesses. We havedetermined that his extensive work experience and high level of management insight are necessary to continuously enhance theCompany's corporate value, and we request his continued election as a Director.

- 7 -

4

Tsutomu Fujita(Born March 2, 1960; age 62)

Reelection

Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1982
Oct. 1997
Aug. 2000
Oct. 2010
Jun. 2016
Jun. 2016
Apr. 2017
Jul. 2017
Apr. 2018
Sep. 2019
Jun. 2020
Jun. 2021
Jun. 2021

Joined Yamaichi Securities Co., Ltd.
Joined Merrill Lynch Asset Management
Joined Citigroup Global Markets Japan Inc.
Director & Vice Chairman
Advisor, Citigroup Global Markets Japan (current position)
Representative Director, Nihon Senryaku Sogo Kenkyusho Co., Ltd. (current position)
Adjunct Professor, School of Business Administration, Hitotsubashi University (current position)
Representative, Hitotsubashi University Graduate School Fintech Research Forum (current position)
Senior Partner, J Advisory, LLC (current position)
Director, HOUSE DO Co., Ltd. (now &Do Holdings Co., Ltd.)
Outside Director, RIZAP Group, Inc. (current position)
Outside Director, Dream Incubator (current position)
Outside Director, ZUU Co., Ltd. (current position)

Reasons for Selection as a Candidate for Outside Director and Overview of Expected Role
Mr. Tsutomu Fujita has gained extensive experience and insight in corporate management through such roles as Advisor (andformerly Vice Chairman) of Citigroup Global Markets Japan, serving as Outside Director to multiple companies, and his position as
Adjunct Professor in the School of Business Administration at Hitotsubashi University. Based on this background, he has helped tostrengthen the Company’s corporate governance by supervising its management and providing accurate and meaningful advice on
the Company’s overall management. Through such efforts, we expect that he will continue contributing toward the enhancement of
the Group’s corporate value, and we therefore request his continued appointment.
Notes: 1. No special-interest relationships exist between the individual candidates and the Company.
2. Mr. Tsutomu Fujita is a candidate for Outside Director. As he satisfies the requirements for an Independent Director as stipulated by the Tokyo Stock
Exchange, Inc., if Mr. Fujita assumes the position of Outside Director, we intend to provide notice that he is an Independent Director.
3. Mr. Fujita is currently an Outside Director of the Company. At the conclusion of this general meeting, his period of tenure will be one year.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Fujita to limit his liability fordamages as provided for by Article 423, Paragraph 1 of the Companies Act. If Mr. Fujita performs his duties in good faith and without grossnegligence, his maximum liability for damages to the Company shall be limited to the minimum amount stipulated in laws and regulations. If his
reelection is approved, the Company intends to continue this agreement with him.
5.The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act
with an insurance company. If the individual candidates are elected and assume their positions as Directors, the Company plans to include them as
insured parties under this insurance policy.

- 8 -Proposal 3

Election of Two Directors Who Are
Audit and Supervisory Committee Members

The term of office will expire at the conclusion of this general meeting for the following three of the Company’s Directors who
are Audit and Supervisory Committee members: Mr. Tadashi Naka, Mr. Akinori Uchida, and Mr. Soichiro Uno. Accordingly, werequest the election of two Directors who are Audit and Supervisory Committee members. The Audit and Supervisory Committee
has approved this proposal.
The candidates for Directors who are Audit and Supervisory Committee members are as follows.

1

Soichiro Uno(Born January 14, 1963; age 59)

Reelection

Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1988 Registered as an attorney (Dai-Ichi Tokyo Bar Association)
Joined the law firm of Nagashima & Ohno (now Nagashima Ohno & Tsunematsu)
Nov. 1993 Admitted to the bar in the State of New YorkJan. 1997 Partner, Nagashima & Ohno (now Nagashima Ohno & Tsunematsu) (current position)
Jun. 2004 Outside Auditor, SoftBank Corp. (now SoftBank Group Corp.) (current position)
Jun. 2018 Director, Dream Incubator (Audit and Supervisory Committee member) (current position)
Jun. 2019 Outside Director, TERUMO Corporation (Audit and Supervisory Committee member)(current position)

Reasons for Selection as a Candidate for Outside Director and Overview of Expected Role
Mr. Soichiro Uno has no previous experience of being involved in the management of a company other than as an outside officer.
However, given his extensive knowledge and experience as an attorney and his involvement as an Outside Auditor of Softbank
Group Corp. and Outside Director (Audit and Supervisory Committee member) of TERUMO Corporation, we anticipate that hewill continue to utilize his experience and expertise to play a role in conducting effective management audits. Accordingly, werequest Mr. Uno’s continued election as an Outside Director who is an Audit and Supervisory Committee member.

- 9 -

New

2

Sakon Uda

(Born May 22, 1955; age 67)

Election

Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1981
Jul. 1989
Dec. 1995
Feb. 2006
Oct. 2007
May 2010
Jul. 2010
Jun. 2011
Dec. 2011
Nov. 2012
Apr. 2014
Jun. 2014
May 2015
Apr. 2016
Sep. 2016
Jul. 2017
Nov. 2017
Mar. 2019
Jun. 2021

Joined Nippon Kokan K.K. (now JFE Holdings, Inc.)
Joined McKinsey & Company
Principal (Partner)
Executive Officer, Japan Post Holdings Co., Ltd.
Senior Managing Executive Officer, Japan Post Holdings Co., Ltd.
First Executive Officer, Japan Post Service Co., Ltd. (now Japan Post Holdings Co., Ltd.)
Professor, Business Breakthrough University (current position)
Executive Officer, Chief Operating Officer (COO), The Tokyo Star Bank, Limited
Outside Director, EBARA Corporation
Managing Director of Investigation, Fukushima Nuclear Accident Independent Investigation
Commission
Counselor, Nuclear Damage Compensation Facilitation Corporation(now Nuclear Damage Compensation and Decommissioning Facilitation Corporation)
Dean, Faculty of Business Administration, Professor, Business Breakthrough University (current
position)
Director, Business Breakthrough, Inc. (current position)
Director, Academic Panel Member, Public Utility Fund Japan–North America Medical Exchange
Foundation
Vice President, Business Breakthrough University (current position)
Special Advisor, Tokyo Metropolitan Government Political Reform Headquarters
Executive Director, Public Utility Fund Japan–North America Medical Exchange Foundation
Member, Tokyo Metropolitan Government Urban Planning Council Committee (current position)
Outside Director and Chairman of the Board of Directors, EBARA Corporation
Director, The CC Innovation, Ltd. (current position)

Reasons for Selection as a Candidate for Outside Director and Overview of Expected Role
In addition to his extensive management experience at such organizations as McKinsey & Company, a consulting firm, as well asJapan Post Holdings Co., Ltd. and The Tokyo Star Bank, Limited, Mr. Sakon Uda has served as Chairman of the Board of Directors
as an Outside Director of EBARA Corporation. Given this background, we believe he can offer useful opinions and strategic plans
for reinforcing the Company’s governance. In addition, we anticipate that he will utilize his experience and insight in auditing theCompany’s management. Accordingly, we request his election as an Outside Director who is an Audit and Supervisory Committee
member.

- 10 -

Notes: 1. Mr. Soichiro Uno is a partner at the law firm of Nagashima Ohno & Tsunematsu. The Company has a business relationship with this firm with regard
to legal services. No special-interest relationships exist between Mr. Sakon Uda and the Company.
2. Mr. Uno and Mr. Uda are both candidates for Outside Director.
3. If Mr. Uno assumes the position of a Director who is an Audit and Supervisory Committee member, the Company may continue to engage Nagashima
Ohno & Tsunematsu (where he is a partner) for legal services. In the fiscal year ended March 31, 2022, the transaction amount was minimal, and hemeets all the requirements for Independent Director as defined by the Tokyo Stock Exchange, Inc. However, due to the rules of his firm, we do notplan to file notification that Mr. Soichiro Uno is an Independent Director. Meanwhile, Mr. Uda meets all the requirements for Independent Director as
defined by the Tokyo Stock Exchange, Inc. If he assumes the position of Director who is an Audit and Supervisory Committee member, we intend to
file notification that he is an Independent Director.
4. Mr. Uno is currently an Outside Director who is an Audit and Supervisory Committee member. At the conclusion of this general meeting, his period oftenure will be four years.
5. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Uno to limit his liability fordamages as provided for by Article 423, Paragraph 1 of the Companies Act. If Mr. Uno performs his duties in good faith and without gross negligence,
his maximum liability for damages to the Company shall be limited to the minimum amount stipulated in laws and regulations. If his reelection isapproved, the Company intends to continue this agreement with him. In addition, if Mr. Uda’s election is approved, we intend to enter into the same
type of liability limitation agreement with him.
6. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act
with an insurance company. If the individual candidates are elected and assume their positions as Directors who are Audit and Supervisory Committee
members, the Company plans to include them as insured parties under this insurance policy.

- 11 -

Reference

Expected Management Structure if
Proposals 2 and 3 Are Approved

Under the medium-term management plan, we aim to realize our mission statement of “changing societies and creating
businesses” while simultaneously enhancing corporate value. To promote and maintain governance over the medium-term plan, theBoard of Directors will undertake a modal shift in monitoring. We appoint Directors with broad experience in management, as well
as expertise, knowledge, and experience in various fields to improve its effectiveness as Board of Directors.
We believe it is particularly important for the Company’s Directors to have experience in the following areas.

Skills and Experience

Description

Corporate management

General experience, knowledge, and governance experience related to the management oflisted companies

Capital markets

Experience and knowledge of investing in listed companies and responding to shareholders andinvestors

Finance and accounting

Knowledge of finance and accounting and experience in formulating financial strategies,
including growth investments and shareholder return strategies

Legal and risk management Specialized knowledge and experience in corporate legal, regulatory and risk management
Consulting

Consulting experience and management experience in the consulting businessGovernment, international

Experience in government, related organizations, and international organizations working toinstitutions

resolve social issues through industry

GlobalManagement experience in a global company or business experience outside Japan- 12 -

Areas of Particular Expertise and Experience
Name

Position

OutsideCorporate

CapitalFinance andManagement

Markets

Accounting

Legal and
Risk

Government,
Consulting

Management

International

Tetsuro Harada

Representative
Director & CEO

Yes

Takayuki Miyake

Representative
Director, President
& COO

Yes

Yes

Yes

Kyohei Hosono

Director, Vice
President &
COO

Yes

Yes

Yes

Tsutomu Fujita

Director

Yes

Yes

Soichiro Uno

Director, Audit andSupervisory
Committee
memberYes

Yes

Yuriya Komatsu

Director, Audit andSupervisory
Committee
member

Yes

Yes

Yes

Sakon Uda
(new election)

Director, Audit andSupervisory
Committee
member

Yes

Yes

Yes

Yes

GlobalInstitutions

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Note: The above skills matrix is a list of skills and areas of expertise that we specifically expect from each candidate. This table does
not represent all of the knowledge and experience that each person possesses.

- 13 -

Proposal 4

Election of One Substitute Director Who Is
an Audit and Supervisory Committee Member

We request the election of one substitute Director who is an Audit and Supervisory Committee member (a person who could
substitute for any of the Directors who are Audit and Supervisory Committee members) to prepare for the situation in which thenumber of Company Directors who are Audit and Supervisory Committee members falls below the number required by laws andregulations. This proposal has been approved by the Audit and Supervisory Committee.
The candidate for substitute Director who is an Audit and Supervisory Committee member is as follows.

Hideka Morimoto (Born January 4, 1957; age 65)
Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1981
Sep. 1997
Feb. 2002
Jul. 2008
Jul. 2009
Aug. 2011
Sep. 2012
Jul. 2014
Jul. 2017
Jul. 2019
Jan. 2020
Apr. 2020
Jun. 2020
Jun. 2021
Mar. 2022

Joined Environment Agency (now Ministry of the Environment)
Private Secretary, Director General of Environment Agency
Private Secretary, Minister of the Environment
Director, General Affairs Division, Ministry’s Secretariat
Director, Personnel Division, Ministry’s Secretariat
Councilor, Cabinet Secretariat and Director, Cabinet Secretariat Nuclear Safety Regulation Organizational
ReformDeputy Director General, Nuclear Regulation Agency
Ministry’s Secretariat, Ministry of the Environment
Administrative Vice-Minister, Ministry of the Environment
Advisor, Ministry of the Environment
Special Advisor, Dream Incubator (current position)
Professor, Faculty of Law, Waseda University (current position)
Chief Director, Institute for Promoting Sustainable Societies (current position)
Outside Director, Takasago Thermal Engineering Co., Ltd. (current position)
Outside Director, INPEX Corporation (current position)

Reasons for Selection as a Candidate for Substitute Outside Director and Overview of Expected Role
Mr. Hideka Morimoto has held a number of important posts, including Administrative Vice-Minister at the Ministry of theEnvironment. Since assuming the position of special advisor to the Company in January 2020, he has provided us with suggestions
on management based on his abundant experience and knowledge. Although Mr. Morimoto has no experience of being involved in
the management of a company, we expect that he would apply his experience and expertise toward the auditing of our management.
Accordingly, we request his election as a substitute Outside Director who is an Audit and Supervisory Committee member.
Notes: 1. No special-interest relationships exist between Mr. Hideka Morimoto and the Company.
2. Mr. Morimoto is a candidate for substitute Outside Director who is an Audit and Supervisory Committee member. As he satisfies the requirements foran Independent Director as stipulated by the Tokyo Stock Exchange, Inc., if Mr. Morimoto assumes the position of Director who is an Audit andSupervisory Committee member, we intend to provide notice that he is an Independent Director.
3. If Mr. Morimoto assumes the position of Director who is an Audit and Supervisory Committee member, in accordance with Article 427, Paragraph 1of the Companies Act, the Company intends to enter into an agreement with Mr. Morimoto to limit his liability for damages as provided for by Article
423, Paragraph 1 of the Companies Act. If Mr. Morimoto performs his duties in good faith and without gross negligence, his maximum liability fordamages to the Company shall be limited to the minimum amount stipulated in laws and regulations.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act
with an insurance company. If Mr. Morimoto assumes the position of Director who is an Audit and Supervisory Committee member, the Company
plans to include him as an insured party under this insurance policy.

- 14 -

Partial Revisions of Amounts and Details of the
Proposal 5

1.

Stock Compensation Plan for Directors Who Are Not
Audit and Supervisory Committee Members

Reasons for the Proposal and Reasons Why Such Remuneration is Reasonable
At the Company’s 16th Annual General Meeting of Shareholders on June 13, 2016, we transitioned to a company with an
Audit and Supervisory Committee. At that time, we obtained approval to implement a stock compensation plan (hereinafter,
the “Plan”) for Company Directors who are not Audit and Supervisory Committee members (excluding Outside Directors; thesame shall apply hereinafter in this proposal). The Company proposes to partially revise the contents of the Plan andaccordingly requests your approval of this proposal.
The Company proposes to revise the contents of the Plan with a view to adjusting the remuneration system for Directors tomake it more performance-linked, with the aim of further promoting structural reforms, meeting shareholders’ expectations,and further raising awareness of the need to contribute toward increases in corporate value. The current Plan is valid for a
five-year period, from the fiscal year ended March 31, 2019 to the fiscal year ending March 31, 2023 (hereinafter, the“Applicable Period”). We propose changing the Applicable Period of the Plan to three years, from the fiscal year ending
March 31, 2023 to the fiscal year ending March 31, 2025.
To promote structural reforms, where we aim to realize our mission of “creating businesses and changing societies” that we
introduced in fiscal 2021 while simultaneously enhancing corporate value, we propose revising the Plan to reflect Directors’
efforts and the results of these efforts to augment performance and increase corporate value over the medium to long term.
We believe these revisions are reasonable.
To ensure that the process of determining remuneration for Directors is transparent and objective, the Company has
discussed the partial revisions to the Plan with the Nomination and Compensation Committee, the majority of whose
members are independent outside executives.
If Proposal 2 (“Election of Four Directors Who Are Not Audit and Supervisory Committee Members”) is approved as
proposed, the Plan would apply to three Directors.

2.

Amounts and Details of Remuneration under the Plan
(1)

Overview of the Plan
The Plan is a stock compensation plan. Under the Plan, the Company's shares are acquired through a trust funded byan amount of Directors' remuneration contributed by the Company for the delivery and benefit (hereinafter, “Delivery,etc.”) of the Company's shares and cash equivalent to the conversion price of the Company's shares (hereinafter,“Company Shares, etc.”) to the Directors. (See (2) and below for details.)

1. Parties to which the Delivery, etc. of Company
Shares, etc. applies under this proposal

Company Directors (excluding Outside Directors)

2. Impact of Company shares subject to this proposal on the total number of shares outstanding
Maximum amount of money the Company
will contribute for the acquisition of Company
shares subject to Delivery, etc. to Directors¥400 million over the target period of three fiscal years(described in (2) below)
Method of acquiring Company shares・Individual Directors shall be granted a maximum of 170,000(described in (2) below) and maximum

points per year (510,000 points for the initial three-year

number of Company Shares, etc. for Delivery,

Applicable Period beginning this fiscal year).

etc. to Directors (described in (3) below)

・The maximum number of Company Shares, etc. for Delivery,
etc. to Directors shall be equivalent to approximately 1.6% of
the number of Company shares outstanding (as of March 31,
2022, excluding treasury stock)
・The trust may acquire Company shares from the stock market
or the Company (disposal of treasury stock).

3. Details of conditions for achieving performance

Varies depending on such factors as the status of structural reform(described in (3) below)

initiatives and the achievement of performance targets

4. Timing for Delivery, etc. of Company Shares,
etc. to Directors (described in (4) below)

Upon Director retirement- 15 -

(2)Maximum amount of money to be contributed by the Company
The Company will revise the Plan to have an Applicable Period of three consecutive fiscal years. The maximum
amount of money the Company will contribute during the Applicable Period is a total of ¥400 million. The trust will
acquire Company shares in the stock market or from the Company (disposal of treasury stock) using the money
entrusted to it as the source of funds, in accordance with the instruction of the trust administrator. During the trust
period, the Company will grant points to Directors (described in (3) below). Upon retirement, Directors may obtain fromthe trust Delivery, etc. of Company Shares, etc. equivalent to their number of points at that time.
At the conclusion of the trust period for this trust, the trust may be continued for the Plan by amending the trust
agreement and providing an additional trust. In this event, the trust period for the trust would be extended by three years,
and the next three fiscal years would constitute the new Applicable Period. For each new Applicable Period, theCompany would provide additional monies within the total amount of ¥400 million. The Company would continue togrant points to Directors and perform Delivery, etc. of Company Shares, etc. during the extended trust period.
However, in the event that additional contributions are made and Company shares and monies (hereinafter, “Residual
Shares, etc.”) remain as trust assets at the time the trust agreement is revised (unless Delivery, etc. of Company sharescorresponding to points granted to Directors is incomplete), the total amount of Residual Shares, etc. and additional trust
funds to be contributed shall be within ¥400 million.

(3)

Calculation method and maximum number of Company shares to be acquired by Directors
The number of Company shares for Delivery, etc. to Directors shall be determined by points granted to Directors eachyear during the trust period. Points are to be granted to Directors each year according to such factors as the status ofstructural reform initiatives and the level of achievement of performance targets. One point shall be equivalent to one
share. If an event occurs during the trust period that makes it fair to adjust the number of points, such as a stock split orreverse stock split, adjustments will be made according to the split ratio or reverse split ratio. Company Shares, etc. for
Delivery, etc. shall correspond to the cumulative number of points granted each year to individual Directors (hereinafter,“Cumulative Number of Points”) at the time of their retirement.
The maximum total number of points to be granted to each Director per year shall be 170,000 points. The maximum
number of Company shares acquired by the trust for Delivery, etc. to Directors shall be 510,000 points, the total of
170,000 points granted for one year times the three years of the trust period. This maximum number of shares is set on
the basis of the maximum trust fund amount indicated in (2) above, with reference to the most recent share price andother factors.

(4)

Timing and method of Delivery, etc. of Company Shares, etc. to Directors
Directors who have satisfied the beneficiary requirements may, at the time of their retirement, receive Delivery, etc. ofCompany Shares, etc. equivalent to the Cumulative Number of Points calculated on the basis of (3) above. At that time,
the Director shall receive a number of Company shares equal to the Cumulative Number of Points. In accordance withthe trust agreement, from the perspective of securing funds for purposes of taxation, some of the shares shall be
converted into cash within the trust, and the Director shall receive a cash payment equivalent to the conversion price.

(5)

Voting rights related to Company shares in the trust
To ensure management neutrality, voting rights on Company shares in the trust (in other words, Company sharesprior to Delivery, etc. to Directors in accordance with (4) above) shall not be exercised during the trust period.

(6)

Handling of dividends on Company shares in the trust
After receipt by the trust, for dividends paid on Company shares in the trust, an amount equivalent to one share
dividend per point shall be retained in accordance with the Director’s Cumulative Number of Points as of the dividend
record date, and shall be paid to the Director along with Delivery, etc. of Company Shares, etc. as described in (4)above.

(7)

Clawback system, etc.
Serious misconduct or violation by a Director shall result in the forfeiture of beneficial interest in the shares to bedelivered under the Plan (malus) and a request for the return of money equivalent to shares delivered (clawback).

(8)

Other details of the Plan
The Board of Directors shall determine other details of the Plan each time the trust agreement is amended or when
additional contributions are made to the trust.

- 16 -

(Reference)
If this proposal is approved as proposed, the system of remuneration for Representative Directors would be as follows.
Fixed
Base compensation

Performance-linked
Cash bonuses

Stock remuneration

The Company’s remuneration for Representative Directors comprises a fixed base compensation plus variable compensation in
the form of cash bonuses and stock remuneration.
We aim to ensure that each of these types of compensation are approximately equal, in a ratio of 1:1:1.
Overview of the system of remuneration for Representative Directors
1) Base compensation
Monthly cash compensation paid to each Director in accordance with his or her position and responsibilities
2) Cash bonuses
Short-term performance-linked compensation that is paid on the basis of the Company’s performance in a single fiscal year
3) Stock remuneration
Medium- to long-term performance-linked compensation that is linked to the status of structural reform initiatives, profit
growth from producing businesses, and company-wide performance indicators such as stock price, and is paid upon retirement- 17 -