Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6135)
June 1, 2022
To Shareholders with Voting Rights:
Shinichi Inoue
President
Makino Milling Machine Co., Ltd.

3-19 Nakane 2-chome, Meguro-ku, TokyoNOTICE OF
THE 83rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 83rd Annual General Meeting of Shareholders of Makino Milling Machine Co.,
Ltd. (the “Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing or via electromagnetic means (the Internet, etc.). Please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights no later than 5:00 p.m. on June 22, 2022, Japan time.
1. Date and Time:Thursday, June 23, 2022 at 10:00 a.m. Japan time (door will open at 9:00 a.m.)

2. Place:

3F, Application Technology Center of the Company located at10-4 Nakane 2-chome, Meguro-ku, Tokyo, Japan
3. Agenda of the General Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
83rd Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 83rd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of 8 Directors
Proposal 4:
Decision of Remuneration for Granting Restricted Stock to Directors (excluding
External Directors)
4. Exercise of Voting Rights through a Proxy
If you would like to exercise your voting rights through a proxy, pursuant to provisions of the Articles ofIncorporation, it is possible to assign one other shareholder with voting rights as your proxy. However, it isnecessary to submit a document to prove the authority of representation.
(Request) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
(Notice) Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements or Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company's website (https://ir.makino.co.jp/).

-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s basic policy for profit distribution is to endeavor to make returns to shareholders throughthe continuous and stable payment of dividends.
Based on the above policy, taking into consideration factors including the profit performance andbusiness environment surrounding the Company in the current fiscal year, the year-end dividend for thecurrent fiscal year shall be as follows.
(1) Type and total amount of dividend property allotted to shareholders
Cash
Total amount: 1,196,628,150 yen(2) Matters regarding allotment of dividend property to shareholders
50 yen per common share of the Company(3) Effective date of dividends of surplus
June 24, 2022
The annual dividend for the current fiscal year will be 60 yen per share including the interim dividend of 10
yen per share.

-2-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents forthe general meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Underlined portions indicate proposed amendments.)
Current Articles of Incorporation
Proposed Amendments<Deleted>(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16
The Company may, whenconvening a General Meeting of Shareholders,deem that it has provided information stipulated bylaws and regulations to shareholders pertaining tomatters to be described or indicated in the
Reference Documents for the General Meeting of
Shareholders, Business Report, Non-consolidated
Financial Statements, and Consolidated Financial
Statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.
<Newly established>(Measures for Electronic Provision, Etc.)
Article 16
The Company shall, whenconvening a General Meeting of Shareholders,provide information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in the
Ordinance of the Ministry of Justice in the paper
copy to be sent to shareholders who haverequested it by the record date for voting rights.

<Newly established>

Supplementary provisions
1. The deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) of
the Articles of Incorporation before amendments
and the new establishment of Article 16 (Measuresfor Electronic Provision, Etc.) shall come into-3-

effect on September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of the
Articles of Incorporation before amendments shallremain in force with respect to a General Meetingof Shareholders to be held on a date by the end of
February 2023.
3. These supplementary provisions shall be deleted
on March 1, 2023 or on a date after the lapse of
three months from the date of the General Meetingof Shareholders set forth in the preceding
paragraph, whichever is later.

-4-

Proposal 3:

Election of 8 Directors

The terms of office of all 6 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 8 Directors is proposed.
The candidates are as follows:
No.
1

Name

Current positions and responsibilities at the Company

Toshiyuki Nagano

2

Tatsuaki Aiba

3

Haruyuki Shiraishi

4

Shotaro Miyazaki(Age: 64)

Executive Vice President, Representative Director
Executive Manager of Corporate Service Division
Office Manager of Energy Control Office
Office Manager of Trade Security Control Office, Risk
Management Promotion Division(Age: 65)

Vice President, Director
Executive Manager of Quality/Procurement Division(Age: 62)

(Age: 60)
5Shin Yoshidome

6

Naofumi Masuda

7

Kodo Yamazaki

8

Kazumi Nishino[Newappointment][New
appointment]

Executive Officer
Executive Manager of Production Division
Executive Manager of Fuji Katsuyama Works
Executive Officer
Deputy Executive Manager of Sales Division
General Manager of Sales & Application of MAKINO
Europe GmbH
Director(Age: 70)

[Independent][External](Age: 68)

[Independent][External]

Director(Age: 67)

[Independent][External]

Director(Age: 53)

[New
appointment][Independent][External]

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
May 2004
June 2006
November 2008
June 20091

Toshiyuki Nagano(April 5, 1958)

2

Tatsuaki Aiba
(May 3, 1957)

Number ofshares of theCompany held

Joined the Company
Director of Makino J. Co., Ltd.
General Manager of Finance Department of the Company
Director; General Manager of Finance Department; Office
Manager of Energy Control Office
April 2011
Director; Executive Manager of Corporate Service Division;
Office Manager of Trade Security Control Office; Office
Manager of Energy Control Office
June 2014
Vice President, Director; Executive Manager of Corporate
Service Division; Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office
June 2016
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Trade Security
3,000
Control Office; Office Manager of Energy Control Office
April 2017
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Corporate
Planning Office; Office Manager of Trade Security Control
Office; Office Manager of Energy Control OfficeFebruary 2021
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Trade Security
Control Office; Office Manager of Energy Control Office
June 2021
Executive Vice President, Representative Director; Executive
Manager of Corporate Service Division; Office Manager ofEnergy Control Office; Office Manager of Trade Security
Control Office, Risk Management Promotion Division (topresent)[Reasons for nomination as candidate for Director]
Mr. Toshiyuki Nagano has served as responsible personnel in control divisions, centered on finance,and has extensive experience and insight primarily regarding control area. After being appointed as
Director in June 2009, Vice President and Director in June 2014, Executive Vice President andDirector in June 2016, and Representative Director in June 2021, he has been leading the growth of
the Group, utilizing his expertise. Therefore, we deemed that he is qualified to be a Director of theCompany who is in charge of management of the entire Group, and propose his reelection as a
Director.
April 1980
Joined the Company
November 2002 General Manager of Fuji Katsuyama Production Department
December 2004 General Manager of Fuji Katsuyama Production Department;
General Manager of Procurement Department
June 2005
Director; Executive Manager of Production Division
October 2012
Director; Executive Manager of Production Division; Executive
3,600
Manager of Fuji Katsuyama Works
June 2014
Vice President, Director; Executive Manager of Production
Division; Executive Manager of Fuji Katsuyama Works
June 2020
Vice President, Director
September 2021 Vice President, Director; Executive Manager of Quality/
Procurement Division (to present)[Reasons for nomination as candidate for Director]
Mr. Tatsuaki Aiba has served as responsible personnel in production and procurement divisions, andhas extensive experience and insight primarily regarding production area. After being appointed as
Director in June 2005 and Vice President and Director in June 2014, he has been leading the growthof the Group, utilizing his expertise. Therefore, we deemed that he is qualified to be a Director of theCompany who is in charge of management of the entire Group, and propose his reelection as a
Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1985
January 2008
February 2013
January 2016
June 2020

3

4

Number ofshares of theCompany held

Joined the Company
Deputy Executive Manager of Development Division
Deputy Executive Manager of Production Division0
Director of MAKINO ASIA PTE LTD[New appointment]
Executive Officer; Executive Manager of Production Division;
Executive Manager of Fuji Katsuyama Works of the Company(to present)
Haruyuki Shiraishi(November 3, 1959) [Reasons for nomination as candidate for Director]
Mr. Haruyuki Shiraishi has served as responsible personnel in development and production divisions,and has extensive experience and insight primarily regarding development and production areas. In
January 2016, he assumed the office of Director of the administrative subsidiary of Asian region andhas extensive experience and insight regarding management. He has been leading the growth of theGroup, utilizing such knowledge. Therefore, we deemed that he is qualified to be a Director of theCompany who is in charge of management of the entire Group, and propose his election as a Director.
April 1986
Joined the Company
Director of Heidenreich&Harbeck Werkzeugmaschinenfabrik
January 1999
GmbH,
June 2000
Representative Director of Makino Formenbautechnologie
GmbH
0March 2011
General Manager of Asia Sales Department, Sales Division of
the Company[New appointment] September 2016 General Manager of Overseas Sales Department, Sales Division
September 2021 Executive Officer; Deputy Executive Manager of Sales Division;
General Manager of Sales & Application of MAKINO Europe
Shotaro MiyazakiGmbH (to present)(January 27, 1962)[Reasons for nomination as candidate for External Director]
Mr. Shotaro Miyazaki assumed the office of Director of a European subsidiary in January 1999, andRepresentative Director thereof in June 2000, and has extensive experience and insight regarding
management. He has also served as responsible personnel in Overseas Division of the Company,
primarily in charge of Asia and Europe, and has extensive experience and insight regarding
international business. He has been leading the growth of the Group, utilizing such insight. Therefore,
we deemed that he is qualified to be a Director of the Company who is in charge of management of
the entire Group, and propose his election as a Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
June 2001
June 2004
April 2006
April 2007
January 2010

April 2011

[Independent][External]

5

April 2012

Executive Officer of Daiwa Securities SMBC Co. Ltd.
Managing Director of Daiwa Securities SMBC Co. Ltd.
Representative Director; Senior Managing Director of Daiwa
Securities SMBC Co. Ltd.
Senior Executive Officer of Daiwa Securities Group Inc.
President of Daiwa Securities SMBC Co. Ltd.
Director; Representative Executive Vice-President of Daiwa
Securities Group Inc.
President & Director of Daiwa Securities Capital Markets Co.
Ltd.
Director; Representative Executive Vice-President of Daiwa
Securities Group Inc.
Chairman & Director of Daiwa Securities Capital Markets Co.
Ltd.
Director of Daiwa Securities Group Inc.
Special Advisor to Daiwa Securities Co. Ltd.
Chairman & Director of Daiwa Institute of Research Business
Innovation Ltd.
External Director of Tokyo Financial Exchange Inc.
Special Advisor to Daiwa Institute of Research Business
Innovation Ltd.
External Director of JAPAN POST INSURANCE Co., Ltd.
External Director of Nojima Corporation
Advisor to Daiwa Securities Co. Ltd. (to present)
Director of the Company (to present)

Number ofshares of theCompany held

1,000

June 2013
April 2014
Shin Yoshidome(September 29, 1951)
June 2014
June 2015
Attendance at theBoard of Directors April 2016
June 2018
meetings:
14 out of 14 meetings[Significant concurrent positions]
Advisor to Daiwa Securities Co. Ltd.
[Reasons for nomination as candidate for External Director and expected roles]
Mr. Shin Yoshidome has served as an executive of Daiwa Securities Group Inc. and its subsidiaries,
and has extensive experience and insight regarding corporate management and the financial market.
In addition, since the appointment as Director of the Company, he has utilized his expertise andappropriately fulfilled his roles by providing advice on management and contributing to strengtheningof supervisory function. Therefore, we deemed that he is qualified to be a Director of the Company,
and propose his reelection as an External Director, expecting him to continue to fulfill such roles.
Daiwa Securities Co. Ltd., where he serves as an advisor, is one of several brokerage lead managersof the Company. As the amount of remuneration, etc. received by the said company throughtransactions with the Company, including the amount of remuneration, etc. regarding underwriting
work of the Company’s bonds, was a small amount of around 9.4 million yen over the past three
years. Therefore, we deemed that there is no risk of a conflict of interest with general shareholders,and he is qualified to fulfill the role of External Director, with whom shareholders entrust
responsibility, from an independent standpoint.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
June 2008[Independent][External]

6

7

Naofumi Masuda(August 22, 1953)

June 2010
June 2014
June 2017
June 2018
June 2019
June 2020

Managing Officer of TOYOTA MOTOR CORPORATION(Kinuura Plant General Manger, Myochi Plant General
Manager)
Senior Managing Director of ADVICS CO., LTD.
Executive Vice President of ADVICS CO., LTD.
Advisor & Chief Engineer of ADVICS CO., LTD.
Executive Advisor of ADVICS CO., LTD.
External Director & Member of the Audit & Supervisory
Committee of YASUNAGA CORPORATION (to present)
Director of the Company (to present)

Number ofshares of theCompany held

200

[Significant concurrent positions]
Attendance at theExternal Director & Member of the Audit & Supervisory Committee ofBoard of Directors
YASUNAGA CORPORATION
meetings:[Reasons for nomination as candidate for External Director and expected roles]
14 out of 14 meetings
Mr. Naofumi Masuda has served as an executive at business companies, and has extensive experienceand insight regarding corporate management and the production technology. In addition, since theappointment as Director of the Company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function.
Therefore, we deemed that he is qualified to be a Director of the Company, and propose his reelection
as an External Director, expecting him to continue to fulfill such roles.
April 1989
Assistant Professor of Takayama Junior College
April 1994
Professor of Takayama Junior College
April 2001
Professor of Faculty of Law, Kumamoto University
June 2003
Managing Director of Japan Tax Jurisprudence Association
April 2007
Dean of Faculty of Law, Kumamoto University
April 2015
Trustee and Deputy President of Kumamoto University
200
April 2020
Professor of Graduate School, Kumamoto Gakuen University (to[Independent]
present)[External]
June 2020
Director of the Company (to present)
Kodo Yamazaki(March 11, 1955) [Significant concurrent positions]
Professor of Graduate School, Kumamoto Gakuen University
Attendance at the[Reasons for nomination as candidate for External Director and expected roles]
Board of Directors Mr. Kodo Yamazaki has served as Dean of Faculty of Law, Kumamoto University, and has extensive
meetings:
experience and insight regarding law. He also has experience on managing an organization from
14 out of 14 meetings leading position from his past service as Trustee and Deputy President of Kumamoto University andManaging Director of Japan Tax Jurisprudence Association. Although he has not been directly
involved in the management of a company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function
since the appointment as Director of the Company. Therefore, we deemed that he is qualified to be a
Director of the Company, and propose his reelection as an External Director, expecting him tocontinue to fulfill such roles.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1992
April 2006

8

[New appointment][Independent][External]
Kazumi Nishino(June 9, 1968)

Number ofshares of theCompany held

Joined Fuji Photo Film Co., Ltd.
Associate Professor, Department of Management of Science andTechnology, Graduate School of Management of Science andTechnology of Tokyo University of Science
April 2017
Associate Professor, Graduate School of Commerce andManagement of Hitotsubashi University
June 2019
Outside Director of Orient Corporation (to present)
June 2019
Outside Independent Director of FURUKAWA CO, LTD. (topresent)0
December 2019 External Board Director of MiRTeL Co., Ltd.
April 2022
Professor of Business Administration, Graduate School ofBusiness Administration of Hitotsubashi University (to present)[Significant concurrent positions]
Professor of Business Administration, Graduate School of Business Administrationof Hitotsubashi University
Outside Director of Orient Corporation
Outside Independent Director of FURUKAWA CO, LTD.
[Reasons for nomination as candidate for External Director and expected roles]
Ms. Kazumi Nishino has served as Professor of Graduate School of Hitotsubashi University, and has
extensive experience and insight regarding theories of management strategy, etc., especially studying
the themes of research development management in manufacturing, logic of new business creation,
dynamic model of business model and sustainable competitive advantage. Although she has notdirectly been involved in the management of a company, we deemed that she is qualified to be a
Director of the Company who will utilize her expertise and appropriately fulfil her roles by providing
her advice on management and contributing to strengthening supervisory function. Therefore, we
propose her election as an External Director.

(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. If Messrs. Shin Yoshidome, Naofumi Masuda, Kodo Yamazaki and Ms. Kazumi Nishino are elected, the Company
plans to conclude or continue an agreement with them to limit their liability pursuant to Article 423, Paragraph 1 of theCompanies Act, to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the same Act.
3. Matters regarding the candidates for External Directors are as follows.
(1) Messrs. Shin Yoshidome, Naofumi Masuda, Kodo Yamazaki and Ms. Kazumi Nishino are candidates for External
Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has submitted independent director notification forms to Tokyo Stock Exchange, Inc. to appoint
both candidates as Independent Directors.
(2) As of the conclusion of this General Meeting of Shareholders, Mr. Shin Yoshidome will have served as External
Director of the Company for four years.
(3) As of the conclusion of this General Meeting of Shareholders, Messrs. Naofumi Masuda and Kodo Yamazaki will
have served as External Director of the Company for two years.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company, which
will cover damages that the insured may be held liable for as a result of assuming responsibilities for the execution of
their duties or receiving claims related to the pursuit of such responsibilities. All of the candidates for Director will be
designated as the insured under such contract. The Company plans to renew the contract with the same contents at thetime of the next renewal.

- 10 -

For reference: Skills matrix for Board of Directors and Audit and Supervisory Board (if approved as
proposed)
Organ

Board ofDirectors

Audit andSupervisory
Board

R&D /
Production

Sales /
Marketing

Finance /Accounting

Legal /
Risk
Management

〇

〇

Name

Management

InternationalityToshiyuki
Nagano〇〇Tatsuaki
Aiba〇

Haruyuki
Shiraishi〇〇

ShotaroMiyazaki

〇

〇

Shin
Yoshidome〇

NaofumiMasuda〇Kodo
Yamazaki〇〇〇Kazumi
Nishino

〇

〇

〇

Akio
Komura〇Jinei
Yamaguchi

〇

〇

〇

Jiro
Nakashima

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇
〇

- 11 -〇〇〇

Proposal 4:

Decision of Remuneration for Granting Restricted Stock to Directors (excluding External
Directors)

The present remuneration amount for the Directors of the Company is within 450 million yen per year as
approved by the Annual General Meeting of Shareholders held on June 20, 2006.
For the purpose of granting to the Directors of the Company an incentive to enhance corporate value of
the Company’s Group in a sustainable way and promote further value sharing by the Directors andShareholders, we request the approval on the introduction of a remuneration plan for granting Restricted
Stock to the Directors (excluding External Directors; hereinafter “eligible Directors”) of the Company.
The number of eligible Directors of the Company is three at present and will be four if Proposal 3 isapproved as proposed.
1. Outline of Restricted Stock Compensation Plan
Under the Restricted Stock Compensation Plan, monetary remuneration claims shall be granted to theeligible Directors according to the resolution of the Board of Directors of the Company, and the shares of thecommon stock of the Company shall be issued or disposed of for the eligible Directors who pay all monetary
remuneration claims as in-kind contribution.
The total amount of monetary remuneration provided to the eligible Directors for granting Restricted
Stock, which shall be within the present scope of monetary remuneration for Directors and fair in
consideration of the above purpose, shall be within 95 million yen per year.
The total number of shares to be issued or disposed of under this Plan shall be within 38,000 shares per
year. However, in case of share split (including gratis allocation of the common stock of the Company) or
share consolidation to be conducted for the common stock of the Company or in any other case necessitating
adjustment of total number of shares of the common stock of the Company issued or disposed of as
Restricted Stock on or after the date of approval of this proposal, the total number of shares shall be adjusted
within a reasonable scope.
Specific allocation to each eligible Director shall be decided by the Board of Directors.
Paid-in amount for a share of common stock of the Company which is issued or disposed of for eligible
Directors shall be decided by the Board of Directors based on the closing price at the Tokyo Stock Exchangeon the business day preceding the resolution date of each meeting of the Board of Directors (if the deal is notdone on that day, closing price on a dealing day immediately before it), within a scope that will not beespecially advantageous to eligible Directors.
For issuing or disposing of the shares of common stock of the Company under this Plan, the Company
will conclude an allocation agreement of Restricted Stock with the eligible Directors including the following
contents (hereinafter “Allocation Agreement”).
2. Outline of Allocation Agreement of Restricted Stock(1) Eligible Directors must not transfer, mortgage or otherwise dispose of the common stock allocatedaccording to the Allocation Agreement (hereinafter “Allocated Stock”) during the period from the issuancedate of the Restricted Stock to the date on which such Directors lose their position as Director of theCompany or any other position determined by the Board of Directors of the Company (or, if the position islost within three months after the lapse of the fiscal year in which the allocated stock is issued, to a dateseparately determined by the Board of Directors of the Company within six months after the lapse of the said
fiscal year,) (hereinafter “Transfer Restriction Period”) (hereinafter “Transfer Restriction”).
(2) In the event that eligible Directors lose any position of the above (1) before the expiration of the period
determined separately by the Board of Directors of the Company (hereinafter “Service Provision Period”),
the Company will naturally acquire for free the Allocated Stock unless the Board of Directors deems that
there is a justifiable reason.
(3) The Company will lift the Transfer Restriction of all Allocated Stock upon the expiration of the Transfer
Restriction Period, provided that the eligible Directors have continuously been in the position of Director of
the Company or any other position determined by the Board of Directors of the Company during the Service
Provision Period. However, in the event eligible Directors lose any position determined in the above (1)before the expiration of the Service Provision Period by the reason determined in the above (2) that the- 12 -

Board of Directors deems justifiable, the number of shares of the Allocated Stock for which the Transfer
Restriction is to be lifted and the time of the lift shall be reasonably adjusted as necessary.
(4) The Company will naturally acquire for free the Allocated Stock for which the Transfer Restriction is not
lifted according to the provisions of the above (3) at the time of expiration of the Transfer Restriction Period.
(5) If, during the Transfer Restriction Period, a merger agreement in which the Company becomes a
non-surviving company, a shares exchange agreement or a share transfer plan in which the Company
becomes a wholly-owned company, or any other proposal related to organizational restructuring, etc. isapproved at a General Meeting of Shareholders of the Company (provided that, in the case approval at a
General Meeting of Shareholders is not required for the organizational restructuring, etc., it will be approvedat the meeting of the Board of Directors), the Transfer Restriction of the Allocated Stock for which thenumber of shares shall be reasonably determined shall be lifted prior to the effective date of theorganizational restructuring, etc. by the resolution of the Board of Directors.
(6) In the case the above (5) is provided, the Company will naturally acquire for free the Allocated Stock forwhich the Transfer Restriction is not yet lifted at the time immediately after the Transfer Restriction is lifted
according to the provision of above (5).
(7) Method for indication of intention and notification in the Allocation Agreement, method for revising the
Allocation Agreement and other matters determined by the Board of Directors shall be the contents thereof.
3. Fair reason for granting the Restricted Stock
The Company has established the policy for deciding the contents of remuneration, etc. for individual
Directors, outline of which is described in the Business Report (page 27 of the Japanese version of thisNotice). On the condition that this proposal is approved, the Company plans to revise the contents of thepolicy to meet this proposal. As mentioned above, paid-in amount for the Allocated Stock will be within ascope that will not be especially advantageous and the dilution ratio is minimal. Therefore, the Company
considers that granting of the Allocated Stock is fair.
END- 13 -