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 3104)
June 5, 2019
To Shareholders with Voting Rights:
Mitsuo Nakano
Representative Director, Chairman &President
Fujibo Holdings, Inc.
1-18-12 Ningyocyo, Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 199TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 199th Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposals on the enclosed Voting Rights Exercise Form and return it, or enter your vote foror against the proposals via the Internet, by 5:30 p.m. on Wednesday, June 26, 2019, Japan time.
1. Date and Time:Thursday, June 27, 2019 at 10:00 a.m. Japan time

2. Place:

10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
199th Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits by
the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 199th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight Directors
Proposal 2:
Election of Three Auditors
Proposal 3:
Decision on Compensation for Allocation of Restricted Stock to Directors
Proposal 4:(Excluding Outside Directors)-1-

4. Matters regarding the Convocation(1) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(2) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised shallbe deemed valid.
•••

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation, thefollowing items are posted on the Company’s website (https://www.fujibo.co.jp/) and are notprovided in the Appendix to this Notice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Additionally, the Notes to Consolidated Financial Statements and Notes to Non-consolidated
Financial Statements are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were used by the Auditors and the Accounting Auditor for the
preparation of the Auditor’s Report and the Accounting Auditor’s Report, respectively.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (https://www.fujibo.co.jp/).

-2-

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

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes a year-end dividend of ¥50 per share for the fiscal year
under review as described below. Added to the interim dividend of ¥50 per share, this gives a total dividend
for the year of ¥100 per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
50 yen per common share
Total of 571,904,450 yen(3) Effective date of the distribution of surplus
June 28, 2019-3-

Proposal 2:

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of eight Directors, including three
Outside Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1973
November 1998
June 2002

1

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Materials Department
General Manager, Functional Products Business Department andGeneral Manager, Function Products Department
February 2004
General Manager, Functional Products Business Department
Director and General Manager, Functional Products Business
June 2004
Mitsuo Nakano
Department(February 23, 1951) May 2005
Director, the Company; Representative Director & President,
21,100
Yanai Chemical Industry Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2005
Reelection
Director & President, Yanai Chemical Industry Co., Ltd.
May 2006
Representative Director & President, Executive President, theCompany
June 2017
Representative Director, Chairman & President, Executive
President
To the present[Reason for nomination as candidate for Director]
Subsequent to serving as Representative Director & President at a business subsidiary, Mr. Mitsuo Nakano has served as
Representative Director & President of the Company since May 2006. As he possesses a wealth of experience and broad
insight regarding the Group’s business and corporate management, the Company has judged that he is suited for the positionof the Company’s Director, and has thus designated him as a candidate.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Joined the Company
Representative Director & President, Fujibo Ehime Co., Ltd.
Executive Officer, the Company; Representative Director &President, Fujibo Ehime Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2010
Director & President, Fujibo Ehime Co., Ltd.
Director and Senior Executive Officer, the Company;
June 2011
Representative Director & President, Fujibo Ehime Co., Ltd.
Director and Managing Executive Officer, the Company;
June 2013
Representative Director & President, Fujibo Ehime Co., Ltd.
June 2014
Representative Director and Senior Managing Executive
Officer, the Company; Representative Director & President,
Fujibo Ehime Co., Ltd.
Takao Aoki
Representative Director and Senior Managing Executive Officer,
October 2015
(January 2, 1956)
the Company; Representative Director & President, Yanai
8,800
Chemical Industry Co., Ltd.
Representative Director and Senior Managing Executive Officer,
January 2017
Reelection
the Company
Representative Director and Executive Vice President
June 2017
Representative Director and Executive Vice President, theJanuary 2018
Company; Representative Director & President, Angle Co., Ltd.
Representative Director and Executive Vice President, theMay 2018
Company; Representative Director & Chairman, Fujibo Ehime
Co., Ltd.
Representative Director and Executive Vice President, theApril 2019
Company
To the present(Current responsibilities)
Supervisory duties of “Acceleration of Growth” Promotion, Polishing Pad Business,and Near-Future Product Development[Reason for nomination as candidate for Director]
Mr. Takao Aoki has successively held posts as Representative Director & President at business subsidiaries, and has served
as Representative Director of the Company since June 2014. As he possesses a wealth of experience and broad insight
regarding the Group’s business and corporate management, the Company has judged that he is suited for the position of theCompany’s Director, and has thus designated him as a candidate.
April 1980
May 2007June 2007

2

Number ofshares of theCompany held

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1979
May 2003

3

4

Number ofshares of theCompany held

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Asakusabashi Branch, The Bank ofTokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.)May 2005
General Manager, Jinbocho Branch
January 2006
General Manager, Jinbocho Branch, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.)May 2007General Manager, Yanagibashi Branch
June 2009
Representative Director and Managing Director, Mitsubishi UFJ
Capital Co., Ltd.
Kazushi Yoshida
April 2012
Representative Director, Managing Director, and Managing(April 1, 1957)
Executive Officer
4,100
July 2012
Advisor, the Company
Reelection
October 2012
Executive Officer
June 2013
Director and Senior Executive Officer
June 2014
Director and Managing Executive Officer
June 2016
Director and Senior Managing Executive Officer
June 2017
Representative Director and Senior Managing Executive Officer
To the present(Current responsibilities)
Responsible for Corporate Planning, Finance and Accounting, IR, and Risk
Management[Reason for nomination as candidate for Director]
After serving in important positions at financial institutions, Mr. Kazushi Yoshida has served as Representative Director of
the Company since June 2017. As he possesses a wealth of experience and broad insight regarding the Group’s business andcorporate management, the Company has judged that he is a person suited for the position of the Company’s Director, andhas thus designated him as a candidate.
April 1980
Joined the Company
May 2011
Director and Executive Vice President, Fujibo Ehime Co., Ltd.
June 2011
Executive Officer, the Company; Director and Executive Vice
President, Fujibo Ehime Co., Ltd.
June 2013
Senior Executive Officer, the Company; Director and Executive
Vice President, Fujibo Ehime Co., Ltd.
October 2015
Senior Executive Officer, the Company; Representative Director
Katsushi Kihara& President, Fujibo Ehime Co., Ltd.
(March 6, 1958)
June 2017
Director and Senior Executive Officer, the Company;
5,800
Representative Director & President, Fujibo Ehime Co., Ltd.
Reelection
April 2019
Director and Senior Executive Officer, the Company;
Representative Director & Chairman, Fujibo Ehime Co., Ltd.
To the present(Current responsibilities)
Responsible for Intellectual Property and Facilities Administration(Significant concurrent positions)Representative Director & Chairman, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary, Mr. Katsushi Kihara has served as Directorof the Company since June 2017. As he possesses a wealth of experience and broad insight regarding the Group’s businessand corporate management, the Company has judged that he is a person suited for the position of the Company’s Director,
and has thus designated him as a candidate.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
April 2015
June 2017
June 2018

5

6

Number ofshares of theCompany held

Joined the Company
General Manager, Secretarial Office
Executive Officer and General Manager, Secretarial OfficeSenior Executive Officer and General Manager, Secretarial
OfficeAugust 2018
Senior Executive Officer, the Company; Representative Director
Yasuo Toyooka& President, Fujibo Apparel Corporation; Representative(March 25, 1959)
Director & Chairman, Fujibo Trading Co., Ltd.
2,500
April 2019
Senior Executive Officer, the Company; Representative Director
New& President, Fujibo Apparel Corporation
To the present(Current responsibilities)
Responsible for Secretaries, Customer Support, and Advertising(Significant concurrent positions)Representative Director & President, Fujibo Apparel Corporation[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments and as Representative Director & President of a businesssubsidiary, Mr. Yasuo Toyooka has served as Senior Executive Officer of the Company since June 2018. As he possesses a
wealth of experience and broad insight regarding the Group’s business and corporate management, the Company has judgedthat he is a person suited for the position of the Company’s Director, and has thus designated him as a candidate.
April 1972
Joined Komatsu Ltd.
April 1985
General Manager, Beijing Office
June 2001
President, Komatsu (China) Ltd.
June 2002
Executive Officer and President, Overseas Marketing,Construction & Mining Equipment Marketing Division,
Komatsu Ltd.
April 2007
Senior Executive Officer (Jomu) and President, Overseas
Marketing, Construction & Mining Equipment Marketing
Taizo Kayata
Division(May 2, 1949)
October 2009
Senior Executive Officer (Jomu) and Representative of All
China Operations, Komatsu Ltd.; President, Komatsu (China)
Reelection
700
Ltd.
April
2010
SeniorExecutive
Officer(Senmu)andRepresentativeofAll
OutsideChina Operations, Komatsu Ltd.; President, Komatsu (China)
Ltd.
Independent
June 2012
Advisor, Komatsu Ltd.
To the present
September 2012 Visiting Professor, Chuo Graduate School of Strategic
Management
June 2015
Outside Director, the Company
To the present(Significant concurrent positions)
Advisor, Komatsu Ltd.
[Reason for nomination as candidate for Outside Director]
Mr. Taizo Kayata has long been involved in management, and to receive his supervision of the Company’s managementfrom a standpoint independent of the Company’s management based on his wealth of experience and broad insight as acorporate manager, the Company has designated him as a candidate.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1978
May 1999

7

Number ofshares of theCompany held

Joined Yamaha Motor Co., Ltd.
General Manager, Production Control Department, Production
Control Division, MC Operations
April 2003
Director and President, Yamaha Motor Manufacturing
Corporation of America
January 2009
Executive General Manager, Procurement Center, Yamaha
Motor Co., Ltd.
March 2009
Executive Officer and Executive General Manager, Procurement
CenterMarch 2010
Senior Executive Officer and Executive General Manager,
Procurement Center
March 2011
Director, Senior Executive Officer, and Executive General
Nobuya Hideshima
Manager, Procurement Center(January 9, 1954)
March 2013
Director, Managing Executive Officer, and Executive General
Manager, Procurement Center
Reelection
January 2014
Director, Managing Executive Officer, Chief General Manager,
500
Engine Unit, and Chief General Manager, CS Center
OutsideJanuary 2016
Director, Managing Executive Officer, and Chief General
Manager, Engine Unit
Independent
March 2017
AdvisorTo the present
June 2017
Outside Director, the Company
To the present
June 2018
Outside Director, ShinMaywa Industries, Ltd.
To be present
June 2019
Outside Director, NIPPON THOMPSON CO., LTD. (to beappointed)(Significant concurrent positions)
Advisor, Yamaha Motor Co., Ltd.
Director, The Graduate School for the Creation of New Photonics Industries
Outside Director, ShinMaywa Industries, Ltd.
Outside Director, NIPPON THOMPSON CO., LTD. (to be appointed)[Reason for nomination as candidate for Outside Director]
Mr. Nobuya Hideshima has long been involved in management, and to receive his supervision of the Company’s
management from a standpoint independent of the Company’s management based on his wealth of experience and broad
insight as a corporate manager, the Company has designated him as a candidate.

-8-

No.

Name
(Date of birth)
Ruth Marie Jarman(May 30,1966)
New
Outside8

Independent

Past experience, positions, responsibilities,
and significant concurrent positions
Joined Recruit Co., Ltd.
Ran a translation/interpreting operation
Director and General Manager, Sales and Marketing Division,Space Design Inc.
April 2012
Chief Executive Officer, Jarman International K.K.
To the present(Significant concurrent positions)Chief Executive Officer, Jarman International K.K.

Number ofshares of theCompany held

December 1988
June 1992
April 2000

0

[Reason for nomination as candidate for Outside Director]
Ms. Ruth Marie Jarman possesses abundant knowledge and experience regarding business strategy to satisfy international
clients as a consultant. To receive her supervision of the Company’s management from a standpoint independent of theCompany’s management based on her professional insight and the viewpoint of a female, the Company has designated her
as a candidate.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. Messrs. Taizo Kayata, Nobuya Hideshima and Ruth Marie Jarman are candidates for Outside Directors.
3. The Company has designated Messrs. Taizo Kayata and Nobuya Hideshima as Independent Directors as defined by therules of the Tokyo Stock Exchange, and has made a submission to said Exchange. The Company also plans todesignate Ms. Ruth Marie Jarman as an Independent Director as defined by the rules of the Tokyo Stock Exchange,
and make a submission to said Exchange.
4. Messrs. Taizo Kayata and Nobuya Hideshima are currently Outside Directors of the Company, and at the conclusion ofthis General Meeting, their respective terms of office as Outside Directors will be four years for Mr. Taizo Kayata, andtwo years for Mr. Nobuya Hideshima.
5. In its Articles of Incorporation, the Company defines that it may conclude agreements with Directors (excluding
executive officers, etc.) to limit their liability for damages due to negligence of duties, and such liability limitationagreements have been concluded with Messrs. Taizo Kayata and Nobuya Hideshima, with the limit set as the amountstipulated by laws and regulations. In the event that Messrs. Taizo Kayata and Nobuya Hideshima are reelected, theCompany plans to continue said liability limitation agreements with them. In the event that the election of Ms. Ruth
Marie Jarman is approved, the Company plans to conclude a liability limitation agreement with her, with the limit set
as the amount stipulated by laws and regulations.

-9-Proposal 3:

Election of Three Auditors

The term of office of Messrs. Hiroaki Matsuo and Naoki Iida will expire at the conclusion of this year’s
Annual General Meeting of Shareholders. Accordingly, the Company proposes to increase the number ofAuditors by one with an aim to reinforce the auditing system, and to elect three Auditors.
The Company has obtained the consent of the Board of Auditors regarding the submission of this
proposal.
The candidates for Auditor are as follows:
No.

Name
(Date of birth)

Past experience, positions, and significant concurrent positions
April 1980
January 2007
October 2008
January 2012
February 2013

1

2

Number ofshares of theCompany held

Joined the Company
General Manager, Business Audit Office
General Manager, Internal Audit Office
Executive Officer and General Manager, Secretarial Office
Executive Officer, the Company; Representative Director &Hiroaki Matsuo
President, Fujibo Apparel Corporation(October 6, 1957)
November 2013 Executive Officer, General Manager, Business Development
3,800
Supervisory Department and General Manager, Advertising
Reelection
Department, the Company; Director & Executive Vice President,
Fujibo Trading Co., Ltd.
December 2014 Executive Officer and Secondarily Responsible for Corporate
Planning, General Manager on the special mission, the Company
June 2015
Full-time Auditor
To the present[Reason for nomination as candidate for Auditor]
After serving as a responsible person in audit and management departments of the Company, Mr. Hiroaki Matsuo has served
as Full-time Auditor of the Company since June 2015. As he possesses a wealth of experience and broad insight in theGroup, the Company has judged that he is a person suited for the position of the Company’s Auditor, and has thus
designated him as a candidate.
April 1978
Joined Hitachi, Ltd.
June 2002
General Manager, Planning Department, Broadcast andCommunication System Promotion Business Division
February 2004
General Manager, Audit Office
Masaru Namatame
June 2010
Director and General Manager, Business Administration(August 14, 1955)
Division, Kokusan Denki Co., Ltd. (currently MAHLE Electric
Drives Japan Corporation)
New
0
March 2014
Managing Director and General Manager, Business
Administration Division
OutsideApril 2016
Full-time Auditor, Hitachi Consumer Marketing, Inc. (currently
Hitachi Global Life Solutions, Inc.)
Independent
August 2018
Full-time Auditor, Identity Corporation
To the present(Significant concurrent positions)
Full-time Auditor, Identity Corporation[Reason for nomination as candidate for Outside Auditor]
Mr. Masaru Namatame has long been involved in management. The Company has designated him as a candidate, so that hewill audit the execution of duties by Directors based on his wealth of experience and broad insight as a corporate manager
from a standpoint independent of the Company’s management- 10 -

No.

Name(Date of birth)
Kotaro Otsuka(August 5, 1968)
New
Outside3

Independent

Past experience, positions, and significant concurrent positions
Registered as an attorney at law
Joined Ushijima Law Office (currently, Ushijima & Partners,
Attorneys-at-Law)
April 1999
Joined Koga Law Office (currently Kasumi Sogo Law Office)April 2006
Representative/Attorney, Nakagawa Otsuka Law Office
To the present(Significant concurrent positions)Representative/Attorney, Nakagawa Otsuka Law Office

Number ofshares of theCompany held

April 1997

0

[Reason for nomination as candidate for Outside Auditor]
Mr. Kotaro Otsuka possesses a wealth of knowledge and experience regarding corporate legal affairs as an attorney at law.
The Company has designated him as a candidate, so that he will audit the execution of duties by Directors based on his
professional insight from a standpoint independent of the Company’s management. He has not been involved in corporate
management, yet for the aforementioned reason the Company has judged that he can aptly fulfill his duties as an Outside
Auditor.
(Notes)1. There are no special interests between each candidate for Auditor and the Company.
2. Messrs. Masaru Namatame and Kotaro Otsuka are candidates for Outside Auditor.
3. The Company plans to designate Messrs. Masaru Namatame and Kotaro Otsuka as Independent Directors as definedby the rules of the Tokyo Stock Exchange, and make a submission to said Exchange.
4. In its Articles of Incorporation, the Company defines that it may conclude agreements with Auditors to limit their
liability for damages due to negligence of duties. In the event that the election of Messrs. Masaru Namatame andKotaro Otsuka is approved, the Company plans to conclude liability limitation agreements with them, with the limit set
as the amount stipulated by laws and regulations.

- 11 -

Proposal 4:

Decision on Compensation for Allocation of Restricted Stock to Directors (Excluding
Outside Directors)

The aggregate remunerations for Directors was approved at the Annual General Meeting of Shareholders
held on June 27, 2013 at an amount not exceeding ¥300 million per year (of which, the portion of Outside
Directors shall not exceed ¥30 million).
The Company proposes to allocate the Company’s common stock subject to the provisions regarding acertain transfer restriction period, gratis acquisition reasons by the Company, etc. (hereinafter referred to as
the “Restricted Stock”) to Directors of the Company (excluding Outside Directors; hereinafter the “Eligible
Directors”), with an aim to provide incentives for the Eligible Directors to continuously increase theCompany’s corporate value, as well as for them to further share the interest of the corporate value withshareholders as follows (hereinafter, this restricted stock compensation plan is referred to as the “Plan”).
Accordingly, separately from the aforementioned renumeration amounts, the total amount of monetarycompensation claims to be paid to the Eligible Directors as compensation for the Restricted Stock shall be
set at an amount not exceeding ¥30 million per year, which is a reasonable amount in consideration ofvarious reasons including the objectives mentioned above and contribution of the Eligible Directors.
The number of Directors is currently eight (of which three are Outside Directors). If Proposal 2 isapproved as originally proposed, the number of Directors will continue to be eight (of which three are
Outside Directors).
1. Allocation of and payment for the Restricted Stock
Under the Plan, the Company shall grant monetary compensation claims to the Eligible Directors of theCompany as compensation for the Restricted Stock within the range of the aforementioned annual amount.
The Eligible Directors shall make contributions in kind of all monetary compensation claims, and in return
the Restricted Stock shall be allocated to them.
The amount to be paid per one share of the Restricted Stock shall be determined by the Board of
Directors of the Company, based on the closing price of the Company’s common stock on the Tokyo Stock
Exchange on the business day immediately preceding the date of the resolution of the Board of Directors
regarding the issuance or disposition (or the closing price on the transaction day immediately prior thereto if
no transaction is made on such business day), to the extent that it will not be excessively advantageous to the
Eligible Directors who will subscribe the Restricted Stock.
Monetary compensation claims mentioned above shall be granted on the condition that the Eligible
Directors agree on contribution in kind as mentioned above, and that the Company and the Eligible Directors
conclude a restricted stock allocation agreement, which includes the provisions described in paragraph 3
below (hereinafter the “Allocation Agreement”).
2. Total number of the Restricted Stock
The total number of shares of the Restricted Stock to be allocated to the Eligible Directors in each fiscal
year shall amount to no more than 15,000 shares. In each fiscal year, the Company shall determine the grantof monetary compensation claims as compensation for the Restricted Stock under the Plan, as well as the
allocation of the Restricted Stock.
In cases where, following the date on which this proposal will be resolved, there is a stock split of theCompany’s common stock or stock consolidation thereof, or otherwise in cases where circumstances arise
necessitating adjustment in the total number of shares of the Restricted Stock to be allocated, the Company
may reasonably adjust the total number of the shares of the Restricted Stock.
3. Provisions of a restricted stock allocation agreement
The Allocation Agreement, which shall be concluded between the Company and the Eligible Directors towhom the Restricted Stock is allocated, shall include the following provisions.
(1) Details of restriction on transfer
The Eligible Directors to whom the Restricted Stock is allocated shall not be permitted to transfer,create a security interest on, or otherwise dispose of the shares of the Company’s common stock
allocated under the Allocation Agreement (hereinafter the “Allocated Stock”) for a period between threeand five years from the date of receiving the allocation, which shall be determined by the Company’s
Board of Directors (hereinafter the “Transfer Restriction Period”).

- 12 -

(2) Removal of restriction on transfer
On the condition that the Eligible Directors to whom the Restricted Stock is allocated continue to holdpositions of either Directors (excluding Outside Directors), Executive Officers, or employees of theCompany or the Company’s subsidiaries during the Transfer Restriction Period, the Company shallremove restriction on transfer of all of the Allocated Stock upon the expiry of the Transfer Restriction
Period.
However, in cases where the Eligible Directors resign from or retire from all of the positions
mentioned above before the expiry of the Transfer Restriction Period, due to death, the expiration of theterm of office, mandatory retirement, or other reasons that the Company’s Board of Directors deems tobe justifiable, the Company shall reasonably adjust the number of the Allocated Stock for which
restriction on transfer is to be removed and the timing of the removal when necessary.
(3) Gratis acquisition of the Restriction StockIn cases where the Eligible Directors to whom the Restricted Stock is allocated resign from or retire
from all of their positions as Directors, Executive Officers and employees of the Company or theCompany’s subsidiaries before the expiry of Transfer Restriction Period, excluding the cases resulting
from death, the expiration of the term of office, mandatory retirement, or other reasons that theCompany’s Board of Directors deems to be justifiable, the Company shall make gratis acquisition of the
Allocated Stock.
Additionally, the Company shall make gratis acquisition of the Allocated Stock for which restriction
on transfer has not been removed at the point when restriction on transfer is removed described inparagraph (2) above.
(4) Handling in the event of organizational restructuring
In cases where, during the Transfer Restriction Period, a merger agreement in which the Company isthe dissolved company, a share exchange agreement or a share transfer plan in which the Company
becomes a wholly-owned subsidiary, or other items regarding organizational restructuring, etc. isapproved at a General Meeting of Shareholders of the Company (or by the Board of Directors of theCompany if no approval regarding said organizational restructuring, etc. is required at a General Meetingof Shareholders of the Company), the Company shall, upon the resolution by the Board of Directors,
reasonably adjust the number of shares of the Allocated Stock for which restriction on transfer is to be
removed and the timing of the removal when necessary. In cases as provided above, the Company shallmake gratis acquisition of the Allocated Stock for which restriction on transfer has not been removed yet,
immediately following the point when restriction on transfer is removed.
(5) Other provisions
Other provisions regarding the Allocation Agreement shall be determined by the Company’s Board of
Directors.
(Reference)
On the condition that this proposal is approved at this Annual General Meeting of Shareholders, theCompany plans to allocate restricted stock, similar to the Plan, to Executive Officers of the Company.

- 13 -