[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 9069
June 8, 2015
To our shareholders:
Yasuhisa Fukuda
Representative Director, President
SENKO Co., Ltd.
1-30, Oyodonaka 1-chome, Kita-ku, Osaka
NOTICE OF THE 98th ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 98th Annual Meeting of Shareholders of SENKO Co., Ltd.
(the “Company”) on June 26, 2015, which will be held as described hereunder.
If you are unable to attend the Meeting in person, we ask you to review the attached Reference
Documents for the Annual Meeting of Shareholders and exercise your voting rights by either ofthe following methods by 6:15 p.m., Thursday, June 25, 2015 (Japan Standard Time).
[Voting by postal mail]Please indicate your approval or disapproval of the proposals on the enclosed voting form, andreturn it by postal mail to reach us by the above deadline.
[Voting via the Internet]
Please access the website for exercising voting rights designated by the Company(http://www.evote.jp/), which is in Japanese only, and indicate your approval or disapproval of
the proposals by the above deadline.
Meeting Details
1. Date and Time:

Friday, June 26, 2015 at 10:00 a.m. (Japan Standard Time)

2. Venue:

1-30, Oyodonaka 1-chome, Kita-ku, Osaka
Umeda Sky Bldg., Tower West, F36 Space 36

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 98th fiscal year
from April 1, 2014 to March 31, 2015 and Reports of Audit on the Consolidated
Financial Statements by Financial Auditor and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 98th Fiscal Year (from April 1,2014 to March 31, 2015)-1-

[Translation]

Items to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Twelve (12) Directors
Proposal 3:
Election of One (1) Corporate Auditor
Proposal 4:
Election of One (1) Substitute Corporate Auditor
Proposal 5:
Giving the Board of Directors the Authority to Determine the
Proposal 6:
Guidelines for Subscription to Stock Acquisition Rights as Stock
Compensation-type Stock Options to be Issued to the Executive
Officers and Senior General Managers
4. Other matters concerning the Meeting:
Included in the documents that should be provided by the Company when providing thisConvocation Notice are the notes to consolidated financial statements (Japanese only) andthe notes to non-consolidated financial statements (Japanese only). As provided for by laws
and regulations and Article 16 of the Company’s Articles of Incorporation, these documents
are posted on the Company’s website(http://www.senko.co.jp/jp/ir/stock_info/general_meeting/) and are not included asaccompanying material to this document.
As a result, the accompanying material to this document includes one part of the materials
that are the target of the audit by the Board of Corporate Auditors and the Financial Auditors.

<About electronic voting platforms>
Trust banks and other nominee shareholders (including standing proxies) who have applied in advance to
use the electronic voting platform operated by ICJ, Inc. (a joint-venture company established by Tokyo
Stock Exchange, Inc. and others) may use this platform to electronically exercise voting rights for theCompany’s Annual Meeting of Shareholders.

-2-[Translation]

Reference Documents for the Annual Meeting of Shareholders
Proposal 1:
Appropriation of Surplus
Our basic policy for the distribution of earnings is to return earnings to shareholders while
taking into account stable and performance-based distribution. The Company also intends toreserve earnings internally for future business expansion and financial strengths. In accordancewith those views, the Company plans to distribute the profit in the following:
1.

Matters Concerning Annual Dividend
In view of the Company’s performance in this fiscal year, the Company intends to pay 9
yen per share at the year-end. Combined with interim dividend of 8 yen per share, thisbrings the annual dividend to 17 yen per share.
(1)
(2)
(3)

2.

Type of dividend assets
Cash
Allocation and total amount of the dividend assets
Nine yen per share of the Company’s common stock
Total amount of dividends: 1,271,738,772 yen
Effective date of dividend payment
June 29, 2015

Other matters relating to the appropriation of surplus(1)(2)

Item and amount of decrease in surplus:
Retained earnings carried forward
Item and amount of increase in surplus:
General reserve-3-

2,000,000,000 yen
2,000,000,000 yen

[Translation]

Proposal 2:
Partial Amendments to the Articles of Incorporation
1. Reason for proposal(1) To prepare for future business expansion and diversification, the Company proposes to
add business purposes to Article 2 (Purpose) of the current Articles of Incorporation.
(2)

The “Act for Partial Revision of the Companies Act” (Act No. 90 of 2014) came into
force on May 1, 2015, and the scope of limited liability agreements between the
Company and Directors with Corporate Auditors has been changed and it allows theCompany to conclude limited liability agreements with Directors who are not engaged
in operational duties and Corporate Auditors who are not Outside Corporate Auditors.
Accordingly, to ensure that these Directors and Corporate Auditors can adequately
fulfill the role expected of them, the Company plans to make amendments to Article 28(Exemption from liability of Directors) and Article 37 (Exemption from liability ofCorporate Auditors).
Note that consent has been obtained from all Corporate Auditors for the amendments to
Article 28 of the Articles of Incorporation.

2.

Details of proposed amendments
Details of the proposed amendment are as follows:(Underlined portions are amended)
Current articles of incorporation

Draft revised articles of incorporation(Purpose)
Article 2
The purpose of the Company shall be to engage in thefollowing businesses:(1)-(16)(Omitted)(Newly established)(17)-(31)(Omitted)(Newly established)(Newly established)(Newly established)(32)(Omitted)(Purpose)
Article 2
The purpose of the Company shall be to engage in thefollowing businesses:(1)-(16)(Same as the present)(17) Consulting Business(18)-(32)(Same as the present)(33) Purchase, hold, and sale of securities(34) Asset Management Business(35) Investing, trading of equity interests, brokerageand managing of SPC, SPE (companies provided
in Ordinance on Terminology, Forms andPreparation Methods of Financial Statements,etc.) and real estate investment trust securities.
(36)(Same as the present)(Exemption from liability of Director)
Article 28 (Omitted)
2.
The Company may enter into an agreement with
any Outside Director to limit the liability fordamages arising out of neglect of their duties, as
provided for in Article 427, paragraph 1 of theCompanies Act, to the extent of a legally
stipulated amount.

(Exemption from liability of Director)
Article 28 (Same as the present)
2.
The Company may enter into an agreement withany Director (excluding Executive Officer, etc.)
to limit the liability for damages arising out ofneglect of their duties, as provided for in Article
427, paragraph 1 of the Companies Act, to theextent of a legally stipulated amount.

(Exemption from liability of Corporate Auditor)
Article 37 (Omitted)
2.
The Company may enter into an agreement with
any Outside Corporate Auditor to limit theliability for damages arising out of neglect of
their duties, as provided for in Article 427,
paragraph 1 of the Companies Act, to the extent
of a legally stipulated amount.

(Exemption from liability of Corporate Auditor)
Article 37 (Same as the present)
2.
The Company may enter into an agreement with
any Corporate Auditor to limit the liability fordamages arising out of neglect of their duties, as
provided for in Article 427, paragraph 1 of theCompanies Act, to the extent of a legally
stipulated amount.

-4-

[Translation]

Proposal 3:
Election of Twelve (12) Directors
The terms of office of all the twelve (12) Directors will expire at the conclusion of this Annual
Meeting of Shareholders. Accordingly, the Company proposes the election of twelve (12)Directors.
The candidates for the Directors are as follows:
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1969

1

Yasuhisa Fukuda(August 23, 1946)

Number of theCompany’s
shares held

Joined SENKO Co., Ltd.

June 1993

Director, SENKO Co., Ltd.

June 1997

Managing Director, SENKO Co., Ltd.

June 2003

Director ,Vice President, SENKO Co., Ltd.

June 2004

Representative Director, President, SENKO Co., Ltd.
(present)

April 2009

Head of Production Management Division SENKO Co.,Ltd.

185,000(Important concurrent positions held in other organizations)Representative Director, Chairman, Zenkoku Tsuun Co., Ltd.
April 1975

2

3

Masami Fujimori(December 23, 1949)

Joined Asahi Kasei Corp. (formerly Asahi Chemical
Industry Co., Ltd.)

April 2006

Director, Asahi Kasei Chemicals Corp.

April 2010

Executive vice president, Asahi Kasei Chemicals Corp.

June 2011

Representative Director (present), Executive Vice
President (present), Responsible for Chemicals
Distribution and Housing Distribution, SENKO Co., Ltd.

April 2013

Responsible for Chemicals Distribution and International
Sales, SENKO Co., Ltd.

April 2015

Responsible for Chemicals Distribution Sales (present),
Agriculture Business Project (present), SENKO Co., Ltd.

April 1973

Joined SENKO Co., Ltd.

June 2003

Director, SENKO Co., Ltd. (present)

April 2004

Responsible for Administration, General Manager of
Public Relations Department, SENKO Co., Ltd.

June 2004

Executive Officer, SENKO Co., Ltd.

April 2005

Managing Executive Officer, Head of Business
Development Division, Responsible for Public Relations,
SENKO Co., Ltd.

Takeyo Tezuka(November 21, 1950) April 2008

Senior Managing Executive Officer, SENKO Co., Ltd.

April 2011

Responsible for Trading Business, SENKO Co., Ltd.
(present)

April 2013

Executive Vice President, SENKO Co., Ltd. (present)(Important concurrent positions held in other organizations)Representative Director, President, SENKO SHOJI CO., LTD.
Representative Director, President, Marufuji Co., Ltd.
Representative Director, President, Obata Co., Ltd.

-5-

66,000113,000

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1974

4

Kengo Tanaka(October 25, 1950)

Number of theCompany’s
shares held

Joined Sekisui Chemical Co., Ltd.

June 2003

Director, Sekisui Chemical Co., Ltd.

June 2005

Director (present), Managing Executive Officer,
Responsible for Sales, SENKO Co., Ltd.

October 2005

Head of Sales No. 2 Division, SENKO Co., Ltd.

April 2007

Head of Housing Distribution Sales Division, SENKO
Co., Ltd.

April 2009

Responsible for Kita Kanto area, Manager of Saitama
Main Branch, SENKO Co., Ltd.

April 2011

Deputy Head of Production Management Division,
SENKO Co., Ltd.

April 2012

Responsible for Business Administration, SENKO Co.,Ltd.

April 2013

Senior Managing Executive Officer (present),
Responsible for AEO (present), Head of International
Business Division (present), SENKO Co., Ltd.

April 1972

Joined SENKO Co., Ltd.

April 1994

Manager of Tokyo Minami Branch, SENKO Co., Ltd.

46,000November 1998 Manager of Kashiwa Branch, SENKO Co., Ltd.

5

6

Kazuhiro Yamanaka(November 1, 1949)

Hiroshi Yoneji(September 8, 1953)

April 2005

Executive Officer, Responsible for Hokkaido and Tohoku
area, SENKO Co., Ltd.

April 2009Managing Executive Officer, Deputy Head of Production
Management Division, SENKO Co., Ltd.

April 2011

Manager of Kanto Main Branch, SENKO Co., Ltd.

June 2011

Director, SENKO Co., Ltd. (present)

April 2014

Senior Managing Executive Officer (present),
Responsible for Chugoku, Shikoku and Kyushu area(present), construction of Distribution Network for WestJapan, (present), SENKO Co., Ltd.

April 1978

Joined SENKO Co., Ltd.

April 2001

General Manager of Human Resources Department,
SENKO Co., Ltd.

April 2005

General Manager of Chain Store Logistics Sales
Department, Sales Division for East Japan, SENKO Co.,Ltd.

April 2007

Deputy Head of Logistics Sales Division, SENKO Co.,Ltd.

April 2009

Executive Officer, SENKO Co., Ltd.

April 2013

Managing Executive Officer, Responsible for 3PL
Business, Head of Logistics Sales Division, SENKO Co.,Ltd.

June 2013

Director, SENKO Co., Ltd. (present)

June 2014

General Manager of Chain Store Logistics No. 1
Department, SENKO Co., Ltd.

April 2015

Senior Managing Executive Officer (present),
Responsible for Business Administration and Business
Strategy (present), Safety and Quality Environment(present), SENKO Co., Ltd.

-6-

44,30730,332

[Translation]

No.

7

Name
(Date of birth)

Yoshihiro Kawase(January 3, 1953)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1975

Joined SENKO Co., Ltd.

April 1998

General Manager, Human Resources Department,
SENKO Co., Ltd.

July 2004

General Manager of Human Resources Department,
SENKO Co., Ltd.

April 2007

Executive Officer, SENKO Co., Ltd.

April 2009

Responsible for Human Resources, SENKO Co., Ltd.
(present)

June 2009

Director, SENKO Co., Ltd. (present)

April 2013

Managing Executive Officer (present), General Manager
of Human Resources Department (present), SENKO Co.,
Ltd.

Number of theCompany’s
shares held

54,000(Important concurrent positions held in other organizations)Representative Director, President, SENKO INFORMATION SYSTEM
CO., LTD.

8

9

10

Yoshiki Kanaga(December 25, 1959)

Hiroko Ameno(August 10, 1971)

Fumitaka Ojima(December 19, 1977)

April 1982

Joined SENKO Co., Ltd.

April 2007

Manager of Hiroshima Branch, SENKO Co., Ltd.

April 2009

General Manager of Human Resources Department,
SENKO Co., Ltd.

April 2013

Executive Officer, Responsible for Business
Administration, General Manager of Business Strategy
Office, SENKO Co., Ltd.

June 2013

Director, SENKO Co., Ltd. (present)

October 2014

General Manager of Business Administration
Department, SENKO Co., Ltd.

April 2015

Managing Executive Officer (present), Responsible for
3PL Business (present), General Manager of Logistics
Sales Division (present), SENKO Co., Ltd.

April 2005

Associate Professor, Department of Commerce at Seinan
Gakuin University

April 2007

Associate Professor, Faculty of Commerce at Kansai
University

June 2011

Director, SENKO Co., Ltd. (present)

April 2012

Professor, Faculty of Commerce at Kansai University

April 2015

Professor, Faculty of Business and Commerce at Kansai
University (present)

October 2003

Certified as an attorney
Joined Wellbright Law Office

April 2009

Established Ojima Law OfficeSpecially-Appointed Associate Professor, Law School at
Kansai University

April 2013

Associate Professor, Law School at Kansai University(present)

June 2013

Director, SENKO Co., Ltd. (present)

November 2014 Representative Attorney, Ashinoha Law Office, Legal
Professional Corporation (present)-7-

17,00000[Translation]

No.

*
11

Name
(Date of birth)

Akira Taniguchi(October 2, 1953)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1977

Joined SENKO Co., Ltd.

April 2003

General Manager of Marine Transport Department,
SENKO Co., Ltd.

April 2009

Executive Officer, SENKO Co., Ltd.

April 2014

Managing Executive Officer (present), Responsible forMarine Transport and Railway Forwarding (present),
SENKO Co., Ltd.

April 2015

Head of Production Management Division, SENKO Co.,
Ltd. (present)

Number of theCompany’s
shares held

28,000(Important concurrent positions held in other organizations)
Director and Chairman, Senko A Line Amano Co., Ltd.

*
12

Noburoh Sasaki(March 12, 1957)

April 1979

Joined SENKO Co., Ltd.

April 2005

General Manager of Public Relations Department,
SENKO Co., Ltd.

April 2007

General Manager of President Office, SENKO Co., Ltd.
(present)

April 2009

Executive Officer,
Responsible for Public Relations, SENKO Co., Ltd.
(present)

April 2015

Managing Executive Officer, SENKO Co., Ltd. (present)

19,000(Important concurrent positions held in other organizations)Representative Director, President, Senko Facilities Co., Ltd.
Notes:

1. New candidates are marked with an asterisk (*).
2. There are no special interests between the candidates and the Company.
3. Ms. Hiroko Ameno and Mr. Fumitaka Ojima are candidates for Outside Directors.
4. (1) The Company requests the election of Ms. Hiroko Ameno as an Outside Director since the Company
judges that she would contribute to provide neutral opinion on management through her professional
knowledge with experience as a university professor. Although she has not been involved in corporate
management in the past other than serving as an Outside Director, she will perform her duties as an
Outside Director above-mentioned reasons.
(2) The Company requests the election of Mr. Fumitaka Ojima as an Outside Director since theCompany judges that he would contribute to provide a neutral opinion regarding to corporate legal
affairs on management with his professional knowledge as an attorney as well as his knowledge andexperience as an associate professor of university. Although he has not been involved in corporate
management in the past other than serving as an Outside Director, he will perform his duties as an
Outside Director above-mentioned reasons.
5. Ms. Hiroko Ameno is a current Outside Director of the Company, and her term of office as an Outside
Director will be four (4) years at the end of this Annual Meeting of Shareholders.
6. Mr. Fumitaka Ojima is a current Outside Director of the Company, and his term of office as an Outside
Director will be two (2) years at the end of this Annual Meeting of Shareholders.
7. The Company has entered into a limited liability agreement with Ms. Hiroko Ameno and Mr. Fumitaka
Ojima. The purpose of this agreement is to limit liability as provided for in Article 423, paragraph 1 of theCompanies Act. The maximum liability amount shall be the minimum amount stipulated in applicable laws
and regulations. If the reelection of them is approved, the Company will continue the said agreements.
8. The Company has notified Tokyo Stock Exchange, Inc., that Ms. Hiroko Ameno and Mr. Fumitaka Ojima
are Independent Directors. If the proposal of reelection is approved, the Company will notify them as
Independent Directors, continuously.

-8-

[Translation]

Proposal 4:
Election of One (1) Corporate Auditor
Corporate Auditor Mr. Yutaka Toyama will resign at the conclusion of this Annual Meeting of
Shareholders. Accordingly, the Company proposes the election of one (1) Corporate Auditor.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate
Auditors.
The candidate for the Corporate Auditor is as follows:
Name(Date of birth)

Career summary, positions in the Company,
and important concurrent positions
April 1975

Keiji Matsubara(December 9, 1952)

Notes:

1.
2.

Number of theCompany’s
shares held

Joined SENKO Co., Ltd.

April 2001

General Manager of Legal Department, SENKO Co., Ltd.

April 2004

General Manager of General Affairs Department,
SENKO Co., Ltd.

April 2008

General Manager of CSR Promotion Department,
SENKO Co., Ltd.

April 2009

General Manager of Auditing Department, SENKO Co.,
Ltd. (present)

23,000

Mr. Keiji Matsubara is a new candidate for Corporate Auditor.
There are no special interests between the candidate and the Company.

Proposal 5:
Election of One (1) Substitute Corporate Auditor
The validity of election of Mr. Yutaka Kakuyama, who was elected as an Substitute Corporate
Auditor at the 94th Annual Meeting of Shareholders held on June 29, 2011, will expire as ofcommencement of this Annual Meeting of Shareholders. Accordingly, in order to prepare for a
possible situation in which the number of Corporate Auditor falls below the number required bylaws and regulations, the Company again proposes the election of one (1) Substitute Corporate
Auditor.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate
Auditors.
The candidate for the Substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary, positions in the Company,
and important concurrent positions
April 1975

Number of theCompany’s
shares held

Joined Chisso Corporation

September 2001 General Manager of Osaka Office, Chisso Corporation
Masakazu Tsuji(June 25, 1949)

Notes:

1.
2.
3.

January 2005

Representative Director, General Manager of Business
Administration, Keiyo Polyethylene Co., Ltd.

June 2007

Full-time Corporate Auditor, SENKO Co., Ltd.

June 2013

Retired from Full-time Corporate Auditor, SENKO Co.,Ltd.

Mr. Masakazu Tsuji is a candidate for Substitute Outside Corporate Auditor.
There are no special interests between the candidate and the Company.
The Company requests the election of Mr. Masakazu Tsuji as an Substitute Outside Corporate
Auditor since the Company judges that he would contribute to provide a suitable opinion
regarding to corporate auditing with his abundant experience and career, and his wide
knowledge with discernment as an Outside Corporate Auditor.

-9-62,000[Translation]

Proposal 6:

Giving the Board of Directors the Authority to Determine the Guidelines for
Subscription to Stock Acquisition Rights as Stock Compensation-type Stock
Options to be Issued to the Executive Officers and Senior General Managers

In accordance with the provisions of Articles 236, 238 and 239 of the Companies Act, theCompany requests approval for giving the Board of Directors the authority to determine theguidelines for the subscription of stock acquisition rights to be issued to the Company’s
Executive Officers and Senior General Managers as stock compensation-type stock options as
outlined below.
1.

Reasons for issuing stock acquisition rights with particularly favorable conditions
Stock acquisition rights are issued without the requirement for cash payment, for the
purpose of enhancing the willingness and the morale of the Company’s Executive Officers
and Senior General Managers to continuously improve the Company’s businessperformance and increase corporate value on an intermediate basis by further clarifying thelink between the Company’s business performance and value of its shares, and making
them share not only the benefits of higher share prices but also the risks of lower shareprices with shareholders.

2.

Amount of payments for the stock acquisition rights
No cash payment is required for the stock acquisition rights.

3.

Details of the stock acquisition rights(1) Type and number of shares subject to the stock acquisition rights
A maximum number of 60,000 shares of the Company’s common stocks.
If the Company conducts a share split or share consolidation, the number of sharessubject to the stock acquisition rights shall be adjusted using the following formula.
However, such adjustment shall be made for the number of the shares subject to thestock acquisition rights that have not been exercised at the time of such share split orshare consolidation, and that any fraction less than one (1) share which may arise as aresult of such adjustment shall be rounded down:
Number ofshares after
adjustment=

Number of sharesprior toadjustment

X

Ratio of share split orconsolidation

In addition, in the event that it is necessary for the Company to make an adjustment to
the number of shares, such as in cases where the Company carries out a merger,
demerger, share exchange or share transfer (collectively “a merger (etc.)”), or a gratis
allotment of shares, the Company may adjust the number of shares to an extent
considered reasonable after taking into account the conditions of the merger (etc.) or
gratis allotment of shares.
(2)

Total number of the stock acquisition rights
The number of the stock acquisition rights shall not exceed 60 units. The number ofshares to be issued upon exercise of one (1) stock acquisition right will be 1,000 units,provided however, that when the number of shares prescribed in the above (1) has beenadjusted, the same adjustment shall be made.

- 10 -

[Translation](3)

Amount of assets to be contributed upon exercise of the stock acquisition rights
The amount to be contributed upon exercise of each stock acquisition right, which shallbe in cash, shall be the amount obtained by multiplying ¥1, which is the exercise priceper one (1) share to be issued upon exercise of stock acquisition rights, by the numberof shares subject to stock acquisition rights.

(4)

Exercise period for stock acquisition rights
The exercise period for the exercise rights shall be from July 2, 2015 to June 30, 2045.
If the last day of the exercise period falls on a Company holiday, the last day shall be
the preceding business day.

(5)

Matters concerning the amount of increase in capital and capital reserve resulting fromissuance of shares upon exercise of stock acquisition rights
1) The amount of increase in capital resulting from the issuance of shares upon exerciseof the stock acquisition rights shall be one-half of the maximum amount of increase incapital, etc. as calculated pursuant to Article 17, Paragraph 1 of the Corporate
Accounting Rules. Any fraction of less than ¥1 shall be rounded up to the nearest yen.
2)

The amount of increase in capital reserve resulting from the issuance of shares upon
exercise of stock acquisition rights shall be the maximum amount of increase incapital, etc. as provided in the above 1) less the amount of increase in capital asdetermined in the above 1).

(6) Conditions for exercising the stock acquisition rights
1) At the time the stock acquisition rights holder resign from any position with theCompany or a subsidiary of the Company such as Director, Corporate Auditor,
Executive Officer, Senior General Manager and Advisor, the stock acquisition rights
can be exercised during a period beginning on the day following the day of said
resignation of position to the last day of the period prescribed in the above 4) when
the remaining stock acquisition rights can be exercised.
2)

In the event that the stock acquisition rights holder dies, the holder’s successor (onlythe spouse, child or any family within the first degree of consanguinity of the holder
may exercise the stock acquisition rights only during a period from the day that
follows the stock acquisition rights holder’s death until the date when three months
lapse.

3)

By the resolution of the Board of Directors, other conditions for exercising the stockacquisition rights shall be as stipulated in the stock acquisition right allotment
agreement between the Company and the stock acquisition rights holder.

(7)

Conditions for acquiring the stock acquisition rights
If a merger contract in which the Company shall be an expiring party, or a shareexchange or share transfer contract in which the Company shall be a wholly-owned
subsidiary of another company, is approved at the Company’s Annual Meeting of
Shareholders, the Company shall be entitled to acquire the stock acquisition rights freeof charge.

(8)

Restrictions on acquiring the stock acquisition rights through transfer
The acquisition of the stock acquisition rights through transfer shall require approval byresolution of the Company’s Board of Directors.

- 11 -

[Translation](9)

Handling of the stock acquisition rights in the event that the Company conducts
organizational restructuring
In the event that a contract or plan document prepared at the time of organizational
restructuring stipulates that stock acquisition rights of the reorganized public company
as specified below are delivered, the stock acquisition rights of the reorganized publiccompany as specified below are issued in accordance with the ratio of the saidorganizational restructuring.

1)

Merger (limited to cases in which the Company is to become extinct)
Public company which survives the merger or the public company incorporated as aresult of the merger

2)

Absorption-type demerger
Public company which conducts absorption-type demerger inherits all or part of therights and obligations related to the absorbed business3)

Incorporation-type demerger
Newly established public company through the incorporation-type demerger

4)

Share exchange
Public company which acquires all of the issued shares of a company with which the
public company exchanges shares

5)

Share transfer
Public company which is established through the share transfer(10) Rounding down of fractions through the exercise of the stock acquisition rights
Any fractions less than one (1) share included in the number of shares to be delivered tothe stock acquisition rights holder shall be rounded down.
(11) Other details of the stock acquisition rights
Other details of the stock acquisition rights shall be determined, along with other items
relating to the subscription, at the meeting of Board Directors where the details of
issuance of the stock acquisition rights shall be resolved.

- 12 -