[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: 5852
June 2, 2015
To our shareholders:
Arata Takahashi
President, CEO
Ahresty Corporation[Head Office and Headquarters]
1-2 Nakahara, Mitsuya-cho, Toyohashi-shi, Aichi[Tokyo Headquarters]
2-46-1 Honcho, Nakano-ku, TokyoNOTICE OF THE 94th GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 94th General Meeting of Shareholders of Ahresty
Corporation (the “Company”) on June 18, 2015, which will be held as described hereunder.
Meeting Details
1. Date and Time:Thursday, June 18, 2015 at 10:00 a.m. (Japan Standard Time)

2. Venue:4-1-1, Nakano, Nakano-ku, Tokyo
SUNPLAZA 13F Cosmo Hall

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 94th fiscal year
(from April 1, 2014 to March 31, 2015) and Reports of Audit on the Consolidated
Financial Statements by an Accounting Auditor and the Board of Auditors
2. Non-Consolidated Financial Statements for the 94th fiscal year (from April 1, 2014
to March 31, 2015)
Items to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Five (5) Directors (excluding Directors Serving on the
Proposal 2:
Committee on Audit, etc.)
Election of Four (4) Directors Serving on the Committee on Audit,
Proposal 3:
etc.
Determination of Amounts of Remuneration for Directors (excluding
Proposal 4:
Directors Serving on the Committee on Audit, etc.)
Determination of Amounts of Remuneration for Directors Serving on
Proposal 5:
the Committee on Audit, etc.
Revision to Stock Compensation-Type Stock Options for Directors
Proposal 6:*) The shareholders in the name of management trust banks, etc., (including permanent agents) who have applied inadvance for the use of the platform for electronic exercise of voting rights, which is managed by ICJ Inc., a joint
venture organized by the Tokyo Stock Exchange Group, Inc. and others, may exercise their voting rights on theplatform as a method for exercising voting rights by an electronic means.

-1-[Translation]

Reference Document for the General Meeting of Shareholders
Proposal 1:
Partial Amendments to the Articles of Incorporation
1. Reason for proposal
The Company wishes to make the transition to a company with a Committee on Audit, etc.
with a view of enhancing corporate governance further by reinforcing the supervisory
functions of the Board of Directors, by making the most of Independent Directors who do
not execute business.
On the transition to a Committee on Audit, etc., the Company plans to make partial
amendments to the Articles of Incorporation to establish new regulations for Committee on
Audit, etc. and deletes the regulations pertaining to Statutory Auditors and Board ofAuditors. In accordance with the Revised Companies Act, changes will be made to thescope of directors, etc. who can enter into a limited liability agreement. Also the Company
plans to make partial amendments to the Articles of Incorporation to ensure even Directors
who do not execute business can adequately fulfill the role expected of them through theconclusion of a limited liability agreement.
2. Details of changes
The details of the changes are as follows.
(Underlined portions are amended)
Present articles

Proposed articles

CHAPTER I
GENERAL PROVISIONSCHAPTER I
GENERAL PROVISIONS

Article 1-3<Omitted>(Organizations)

Article 1-3<Same as the present>(Organizations)

Article 4(1) In addition to the General Meeting of
Shareholders and Directors, the Company shallhave the following organizations.
1. Board of Directors
2. Statutory Auditor
3. Board of Auditors
4. Accounting Auditors
Article 5<Omitted>
CHAPTER IISHARES
Article 6-11
<Omitted>
CHAPTER III
GENERAL MEETING OF SHAREHOLDERS
Article 12-17<Omitted>
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS(Quota)Article 4(1) In addition to the General Meeting of
Shareholders and Directors, the Company shallhave the following organizations.
1. Board of Directors(Deleted)
2. Committee on Audit, etc.
3. Accounting Auditors
Article 5<Same as the present>
CHAPTER IISHARES
Article 6-11
<Same as the present>
CHAPTER III
GENERAL MEETING OF SHAREHOLDERS
Article 12-17<Same as the present>
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS(Quota)Article 18(1) The Company shall have not more than nine (9)Directors.
<Newly established>(Method of election)

Article 18(1) The Company shall have not more than thirteen(13) Directors.
(2) Among the directors mentioned in the preceding
paragraph, the number of Directors appointed as
Directors serving on the Committee on Audit, etc.
shall be not more than five (5).
(Method of election)

Article 19

Article 19-2-

[Translation]

Present articles

Proposed articles(1)

A Director shall be elected by a resolution of theshareholders meeting.

(1)

(2)

<Omitted>(2)

A Director shall be elected by a resolution of theshareholders meeting while making a distinction
between Directors serving on the Committee on
Audit, etc. and other Directors.
<Same as the present>(3)<Omitted>(3)<Same as the present>(Term)(Term)

Article 20(1) The term of office of a Director shall expire at theconclusion of the shareholders meeting pertaining
to the last business year ending within one (1)year after his/her election.

Article 20(1) The term of office of a Director (excluding a
Director serving on the Committee on Audit, etc.)
shall expire at the conclusion of the shareholders
meeting pertaining to the last business year
ending within one (1) year after his/her election.
(2) The term of office of a Director serving on theCommittee on Audit, etc. shall expire at theconclusion of the shareholders meeting pertaining
to the last business year ending within two (2)years after his/her election.
(3) The term of office of a Director serving on theCommittee on Audit, etc. elected as a Substitute
Director to fill a vacancy created by theretirement of a Director serving on theCommittee on Audit, etc. before the expiration of
his/her term of office shall expire at the
expiration of the term of office of the retired
Director serving on the Committee on Audit, etc.
(4) The effective term of pre-elected Substitute
Director serving on the Committee on Audit, etc.
will be the beginning of the shareholders meeting
pertaining to the last business year ending within
two (2) years after the conclusion of theshareholders meeting in which his/her election is
held.
(Remunerations, etc.)
Article 21(1) The Remunerations, etc. of a Director shall be
determined by resolution of a shareholders
meeting while making a distinction between
Directors serving on the Committee on Audit, etc.
and other Directors.
(Representative Director)
Article 22(1) The Representative Director shall be appointed
by the resolution of Board of Directors fromamong Directors (excluding Directors serving on
Committee on Audit, etc.).
(Director with Title)
Article 23(1) The Board of Directors shall, by a resolution,
appoint one (1) President from Directors(excluding Directors serving on the Committee
on Audit, etc.). In addition, the Board of
Directors may, by a resolution, appoint one (1)Chairman and one (1) or more Vice Presidents,
Senior Managing Executive Officers andManaging Executive Officers. from among
Directors (excluding a Director serving on theCommittee on Audit, etc.).
(Person having authority to convene and to serve as
chairperson of Board of Directors Meeting)<Newly established><Newly established><Newly established>(Remunerations, etc.)
Article 21(1) The Remunerations, etc. of a Director shall be
determined by resolution of a shareholders
meeting.
(Representative Director)
Article 22(1) The Representative Director shall be appointed
by the resolution of Board of Directors.
(Director with Title)
Article 23(1) The Board of Directors shall, by a resolution,
appoint one (1) President. In addition, the Boardof Directors may, by a resolution, appoint one (1)Chairman and one (1) or more Vice Presidents,
Senior Managing Executive Officers andManaging Executive Officers.

(Person having authority to convene and to serve as
chairperson of Board of Directors Meeting)-3-

[Translation]

Present articles

Proposed articles

Article 24<Omitted>(Convocation notice regarding Board of Directors
Meeting)
Article 25(1) A convocation notice of Board of Directors
Meeting shall be dispatched to each Director andeach Statutory Auditor three (3) days prior to thedate of the meeting. However, this period may be
shortened in case of urgency.
(2) A Board of Directors Meeting may be held
without carrying out the convocation procedure
upon the consent of all Directors and Statutory
Auditors.
<Newly established>

Article 24<Same as the present>(Convocation notice regarding Board of Directors
Meeting)
Article 25(1) A convocation notice of Board of Directors
Meeting shall be dispatched to each Director nolater than three (3) days prior to the date of themeeting. However, this period may be shortenedin case of urgency.
(2) A Board of Directors Meeting may be held
without carrying out the convocation procedure
upon the consent of all Directors.

(Method of resolution of Board of Directors Meeting)
Article 26<Omitted>(Omission of resolution of Board of Directors Meeting)
Article 27(1) If all Directors agree, in writing or by means ofelectromagnetic record, to a matter to be resolved
at a Board of Directors meeting (Directors whoare entitled to participate in the resolution), it
shall be deemed that the resolution to approve thematter to be resolved has been adopted by the
Board of Directors. However, this shall not apply
if a Statutory Auditor states objections.
Article 28-29<Omitted>(Exemption of Directors from Liabilities)
Article 30(1) <Omitted>(2) Pursuant to the provisions of Article 427,
paragraph 1 of the Companies Act, the Company
may enter into agreements with Independent
Directors to the effect that their liability fordamages provided for in Article 423, paragraph 1of the Companies Act shall be limited; provided,
however, that the maximum amount of theliability under such agreements shall be thehigher of (a) a predetermined amount that is atleast 4,000,000 yen or (b) the amount prescribedby laws and regulations.

(Delegation of decision regarding execution ofimportant duties)
Article 26(1) Pursuant to the provisions of Article 399-13,
Paragraph 6 of the Companies Act, the Company
may delegate all or part of a decision regarding
execution of important duties (excluding mattersset forth in items of Article 399-13, Paragraph 5of the Companies Act) to a Director by resolutionof the Board of Directors.
(Method of resolution of Board of Directors Meeting)
Article 27<Same as the present>(Omission of resolution of Board of Directors Meeting)
Article 28(1) If all Directors agree, in writing or by means ofelectromagnetic record, to a matter to be resolved
at a Board of Directors meeting (Directors whoare entitled to participate in the resolution), it
shall be deemed that the resolution to approve thematter to be resolved has been adopted by the
Board of Directors.
Article 29-30<Same as the present>(Exemption of Directors from Liabilities)
Article 31(1) <Same as the present>(2) Pursuant to the provisions of Article 427,
paragraph 1 of the Companies Act, the Company
may enter into agreements with Directors(excluding Directors who do not executebusiness) to the effect that their liability fordamages provided for in Article 423, paragraph 1of the Companies Act shall be limited; provided,
however, that the maximum amount of theliability under such agreements shall be thehigher of (a) a predetermined amount that is atleast 4,000,000 yen or (b) the amount prescribedby laws and regulations.

-4-[Translation]

Present articles

Proposed articles

CHAPTER V
STATUTORY AUDITORSAND BOARD OF AUDITORSCHAPTER V
COMMITTEE ON AUDIT, ETC.

(Quota)Article 31(1) The number of Statutory Auditors of theCompany shall be four (4) or less.
(Method of Election)
Article 32(1) Statutory Auditors shall be elected by a resolutionof the shareholders meeting.
(2) A resolution for the election of Statutory Auditor
shall be adopted at which shareholders holding
one-third (1/3) or more of voting rights of theshareholders entitled to vote shall be present, by amajority of the voting rights of the shareholders
present.
(Term of Office)
Article 33(1) The term of office of a Statutory Auditor shall
expire at the conclusion of the shareholders
meeting pertaining to the last business year
ending within four (4) years after his/her election.
(2) The term of office of a Statutory Auditor who is
elected as a substitute shall expire at such time as
the term of office of the retired Statutory Auditor
would expire.
(Remuneration, etc.)
Article 34(1) The Remunerations, etc. of the Statutory Auditors
shall be determined by resolution of ashareholders meeting.
(Standing Statutory Auditors)
Article 35(1) The Board of Auditors shall select the Standing
Statutory Auditor(s) from among the Statutory
Auditors.
(Convocation Notice Regarding Board of Auditors
Meeting)
Article 36(1) A convocation notice of Board of Auditors
Meeting shall be dispatched to each Statutory
Auditor no later than three (3) days prior to thedate of the meeting. However, this period may be
shortened in case of urgency.
(2)

A Board of Auditors Meeting may be held
without carrying out the convocation procedure
upon the consent of all the Statutory Auditors.

(Method of Resolution of Board of Auditors)
Article 37(1) The resolution of the Board of Auditors shall beapproved by majority voting among the Statutory
Auditors unless otherwise provided for by law or
regulations.
(Minutes of Board of Auditors Meeting)
Article 38<Deleted><Deleted><Deleted><Deleted>(Standing Member of the Committee on Audit, etc.)
Article 32(1) The Committee on Audit, etc. may select theStanding Member(s) of the Committee on Audit,
etc. from among the Members of Committee on
Audit, etc.
(Convocation Notice Regarding Committee on Audit,
etc. Meeting)
Article 33(1) A convocation notice of Committee on Audit, etc.
Meeting shall be dispatched to each Member of
the Committee on Audit, etc. no later than three(3) days prior to the date of the meeting.
However, this period may be shortened in case ofurgency.
(2) A Committee on Audit, etc. Meeting may be held
without carrying out the convocation procedure
upon the consent of all Members of Committee
on Audit, etc.
(Method of Resolution of Committee on Audit, etc.)
Article 34(1) The resolution of the Committee on Audit, etc.
shall be approved at which a majority of theMembers of the Committee on Audit, etc..entitledto participate in the voting shall be present, by amajority of the Members of the Committee on
Audit, etc. present.
(Minutes of Committee on Audit, etc. Meeting)
Article 35-5-[Translation]

Present articles(1)

Proposed articles

As for minutes of Board of Auditors Meetingshall be prepared in accordance with theprovisions of Ministry of Justice ordinance suchas date and time, location, procedures of agenda
and its results. Minutes shall be prepared by inwriting or by means of electronic or magnetic
record.
(Exemption of Statutory Auditors from Liability)
Article 39(1) Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company
may, by resolution of the Board of Directors,
exempt Statutory Auditors (including former
Statutory Auditors) from their liability fordamages as long as there are good faith and nogross negligence regarding the Statutory
Auditor’s performance of duties, provided for in
Article 423, paragraph 1 of the Companies Act tothe extent prescribed by laws and regulations.
(2) Pursuant to the provisions of Article 427,
paragraph 1 of the Companies Act, the Company
may enter into agreements with Outside Statutory
Auditors to the effect that their liability fordamages provided for in Article 423, paragraph 1of the Companies Act shall be limited; provided,
however, that the maximum amount of theliability under such agreements shall be thehigher of (a) a predetermined amount that is atleast 4,000,000 yen or (b) the amount prescribedby laws and regulations.
CHAPTER VI
ACCOUNTING AUDITORS
Article 40-41<Omitted>(Remuneration, etc.)
Article 42(1) Remuneration, etc. of Accounting Auditor(s) shallbe determined by the representative Director(s)with the consent of the Board of Auditors.
(Exemption of Accounting Auditors from Liabilities)
Article 43<Omitted>
CHAPTER VII
ACCOUNTING
Article 44-47<Omitted><Newly established>(1)

As for minutes of Committee on Audit, etc.
Meeting shall be prepared in accordance with theprovisions of Ministry of Justice ordinance suchas date and time, location, procedures of agenda
and its results. Minutes shall be prepared by inwriting or by means of electronic or magnetic
record.

<Deleted>

CHAPTER VI
ACCOUNTING AUDITORS
Article 36-37<Same as the present>(Remuneration, etc.)
Article 38(1) Remuneration, etc. of Accounting Auditor(s) shallbe determined by the representative Director(s)with the consent of the Committee on Audit, etc.
(Exemption of Accounting Auditors from Liabilities)
Article 39<Same as the present>
CHAPTER VII
ACCOUNTING
Article 40-43<Same as the present>
Supplementary Provision(Transitional measures concerning exemption fromliability of Members of Board of Auditors)
Pursuant to the provisions of Article 426, Paragraph 1of the Companies Act, the Company may, by resolutionof the Board of Directors, exempt Statutory Auditors(including former Statutory Auditors) from their
liability for damages arising from their failure to
perform their duties to the extent prescribed by laws
and regulations regarding conduct carried out before
the partial changes to the Articles of Incorporation
resolved at the 94th General Meeting of Shareholders
take effect.

-6-

[Translation]

Proposal 2:

Election of Five (5) Directors (excluding Directors Serving on theCommittee on Audit, etc.)
The Company will make the transition to a company with a Committee on Audit, etc. on
condition that “Proposal 1: Partial Amendments to the Articles of Incorporation” is approved
and adopted. Accordingly, we request the election of 5 Directors (excluding Directors servingon the Committee on Audit, etc.). Note that the resolution related to this proposal will takeeffect only when the resolution related to Proposal 1 takes effect.
The candidates for Directors (excluding those appointed as Members of the Committee on Audit,etc.) are as follows:
No.

1

2

Name
(Date of birth)

Arata Takahashi(November 2, 1955)

Hiroshi Ishimaru(December 28, 1956)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1979

Joined Ahresty Corporation

October 1986

Director, Ahresty Wilmington Corporation

June 1987

Director, Ahresty Corporation

May 1994

Chairman, Ahresty Wilmington Corporation

June 1995

Senior Managing Executive Officer, Ahresty Corporation

June 1997

Vice President, Ahresty Corporation

October 1997

President, Ahresty Corporation (current position)

June 2001

Director, Kyoto Die Casting Co., Ltd.

July 2001

Executive Officer, Ahresty Corporation

June 2003

Senior Executive Officer, Ahresty Corporation

June 2005

President, CEO, Ahresty Corporation (current position)

April 1981

Joined Ahresty Corporation

August 1997

President, Ahresty Wilmington Corporation

March 2001

General Manager of International Business Office andGeneral Manager of Engineering Dept., Ahresty
Corporation

July 2001

Executive Officer, Ahresty Corporation

May 2003

General Manager, China Project, Ahresty Corporation

September 2003 Director, President of Guangzhou Ahresty Casting Co.,Ltd.
March 2007

Executive Officer, Ahresty Corporation

April 2010

Chief, Quality Assurance Command, Ahresty
Corporation

June 2010

Director, Ahresty Corporation (current position)

April 2011

Managing Executive Officer, Ahresty Corporation

June 2011

Senior Managing Executive Officer, Ahresty Corporation(current position)

April 2013

Chief, General Administrative Command, Ahresty
Corporation (current position)-7-

Number of theCompany’s
shares held

915,0213,600

[Translation]

No.

Name
(Date of birth)

Kenichi Nonaka(January 28, 1949)

3

Shinichi Gamou(August 18, 1955)

4*
Naoyuki Kaneta(April 26, 1964)

5

Notes:

1.
2.

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1967

Joined, Ahresty Corporation

June 1991

Director and General Manager, Administration Dept.,
Ahresty Kumamoto Corporation

July 1994

General Manager, Quality Management Dept. and TQM
Promotion Office, Ahresty Corporation

January 1999

General Manager, General Affairs Dept.

May 1999

General Manager, General Affairs Dept. andManagement Planning Office.

March 2001

President, Ahresty Wilmington Corporation

July 2001

Executive Officer, Ahresty Corporation

January 2005

Senior Executive Officer, General Manager, Toyohashi
Plant, Ahresty Corporation

June 2005

Executive Officer, Ahresty Corporation

October 2008

President, Ahresty Wilmington Corporation

January 2011

Chief, Manufacturing Command (current position)

April 2011

Managing Executive Officer, Ahresty Corporation

June 2011

Director, Ahresty Corporation (current position)
Senior Managing Executive Officer, Ahresty Corporation(current position)

October 1982

Joined Sugahara Precision Industry Co., Ltd. (current
Ahresty Yamagata Corporation)

May 2002

Director, General Manager of Plant, Sugahara Precision
Industry Co., Ltd.

April 2008

President, Ahresty Yamagata Corporation

October 2011

Executive Officer, Ahresty Corporation
Director, President of Guangzhou Ahresty Casting Co.,
Ltd. (current position)

April 2013

Managing Executive Officer, Ahresty Corporation(current position)

June 2013

Director, Ahresty Corporation (Current position)

April 1983

Joined Ahresty Corporation

June 2006

General Manager of Nishi Nippon Die Casting Sales
Dept.

March 2007

Executive Officer, Ahresty Corporation
Deputy Chief, Sales Command, General Manager of Die
Casting Sales Dept., Ahresty Corporation.

May 2008

Chief, Sales Command, Ahresty Corporation (current
position)

April 2011

Managing Executive Officer, Ahresty Corporation(current position)

Newly selected candidates for Directors are marked with an asterisk (*).
There are no conflicts of interest between each candidate and the Company.

-8-

Number of theCompany’s
shares held

8,500

1,100

10,500[Translation]

Proposal 3:
Election of Four (4) Directors Serving on the Committee on Audit, etc.
The Company will make the transition to a company with a Committee on Audit, etc. on
condition that “Proposal 1: Partial Amendments to the Articles of Incorporation” is approved
and adopted. Accordingly, we request the election of five (4) Directors serving on Committee on
Audit, etc. Note that the resolution related to this proposal will take effect only when the
resolution related to Proposal 1 takes effect.
The Committee on Audit, etc. has approved this proposal.
The candidates for Directors serving on Committee on Audit, etc. are as follows:
No.

1

2

3

Name
(Date of birth)

Yasuo Kenmoku(August 14, 1946)

Tadao Saotome(January 15, 1933)

Akihiko Shido(January 30, 1943)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1965

Joined Ahresty Corporation

January 1990

Director, Ahresty Kumamoto Corporation

December 1995

Director, Ahresty Wilmington Corporation

January 1999

Director, Ahresty Tochigi Corporation

January 2000

Director, Sugahara Precision Industry Co., Ltd. (Current
Ahresty Yamagata Corporation)

June 2003

President, Ahresty Yamagata Corporation

June 2008

Statutory Auditor, Ahresty Corporation (current position)

March 1978

Registered as a Certified Tax Accountant

June 2002

Statutory Auditor, Ahresty Corporation (current position)

April 1968

Joined Yorozu Automobile Works (current Yorozu
Corporation)

June 1983

Director, Yorozu Automobile Works

June 1992

Executive Senior Managing Director, Yorozu
Corporation

June 1996

Vice President, Yorozu Corporation

June 1998

President, Yorozu Corporation

June 2001

President & CEO/COO, Yorozu Corporation

June 2007

Outside Statutory Auditor, Ahresty Corporation (current
position)

June 2008

Chairman of Yorozu Corporation (current position)
Chief Executive Officer of Yorozu Corporation (current
position)(Important Co-Assignment)
Chairman and CEO, Yorozu Corporation, Yorozu Tochigi Corporation,
Yorozu Oita Corporation, Yorozu Aichi Corporation, Shonai Yorozu
Corporation, Yorozu Engineering Corporation, Yorozu Service Corporation
and Yorozu JBM Automotive Tamil Nadu Private Limited.

-9-

Number of theCompany’s
shares held

1,100

—

29,200[Translation]

No.

Name
(Date of birth)

Shozo Hamamura(August 4, 1954)

4

Notes:

1.
2.
3.
4.
5.
6.

7.

8.

9.

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1981

Joined Nippon Light Metal Company, Ltd.

April 1986

Seconded to Alcan Australia Ltd.

October 2001

General Manager of Sales Dept., Metal Alloy &Industrial Parts Div., Nippon Light Metal Company, Ltd.

April 2007

Executive Officer, General Manager of Sales Dept.,
Nikkei MC Aluminium Co., Ltd.

Number of theCompany’s
shares held

September 2008 President, Nikkei MC Aluminum Thailand Co., Ltd.
February 2010

General Manager of Environment, Health and Safety
Control Office, Nikkei MC Aluminium Co., Ltd.

April 2010

President, Nikkei MC Aluminum Co., Ltd. (current
Position)

April 2015

Officer, Nippon Light Metal Holdings Company, Ltd.
(current position)
Director and Executive Officer, Nippon Light Metal
Company, Ltd. (current position)

The Company plans to make the transition to a Company with a Committee on Audit, etc.
Consequently, the candidates are to be newly elected as directors serving on the Committee on Audit,
etc.
There are no conflicts of interest between each candidate and the Company.
Messrs. Tadao Saotome, Akihiko Shido and Shozo Hamamura are candidates for Independent
Directors.
The Company designated Messrs. Tadao Saotome and Akihiko Shido as Independent Directors
pursuant to the provisions of Tokyo Stock Exchange, and registered them as Independent Directors to
the Exchange.
Since Mr. Shozo Hamamura meets the requirements for Independent Director as provided for in theregulations of the Tokyo Stock Exchange, the Company plans to designate him as an Independent
Director and will register him with the Exchange.
Although Mr. Tadao Saotome has not been directly involved in corporate management other thanbeing an Independent Director, he has been selected as a candidate for Independent Director since heis a Certified Tax Accountant and has long-standing experience and knowledge as a tax accountant.
Therefore, it is judged that he would appropriately execute his duties as Independent Director and wewould propose his election.
Messrs. Akihiko Shido and Shozo Hamamura has been selected as a candidate for Independent
Director due to their abundant experience and insights in business management. Therefore, it isjudged that they would appropriately execute their duties as Independent Directors and we would
propose their election.
Messrs. Tadao Saotome and Akihiko Shido are currently the Outside Statutory Auditors of theCompany. The term of office of Mr. Tadao Saotome as Outside Statutory Auditor shall be thirteen(13) years, and that of Mr. Akihiko Shido shall be eight (8) years at the conclusion of this General
Meeting of Shareholders.
If the candidates are elected as Directors serving on the Committee on Audit, etc., the Company,
based on the provision of Article 427, paragraph 1, will enter into agreements with them to limit their
liability for damages as stipulated in Article 423, paragraph 1 of the Companies Act., on the condition
that “Proposal 1: Partial Amendments to the Articles of Incorporation” is approved and adopted as
proposed. The maximum amount of the liability for damages shall be the higher of 4,000,000 yen, or
the minimum liability amount as stipulated in Article 425, paragraph 1.

- 10 -—

[Translation]

Proposal 4:

Determination of Amounts of Remuneration, etc. for Directors (excluding
Directors Serving on the Committee on Audit, etc.)
At the 85th General Meeting of Shareholders held on June 23, 2006, the Company obtained theshareholders’ approval for the amount of remuneration for Directors, i.e., no more than 200
million yen per year. However, the Company will make the transition to a company with aCommittee on Audit, etc. once Proposal 1 is approved and adopted. Accordingly, as provided
for under Article 361, Paragraph 1 and 2 of the Companies Act, the Company proposes toabolish the current remuneration amount and, taking into account factors such as general
economic conditions, increase it to no more than 250 million yen for Directors (excluding thoseserving on the Committee on Audit, etc.).
The amount of remuneration for Directors (excluding those serving on the Committee on Audit,etc.) does not include salaries for Directors who concurrently work as employees.
The number of Directors is currently 5 (of which 1 is Independent Director) and it will also be 5
once the Proposal 1 and 2 are approved and adopted.

- 11 -

[Translation]

Proposal 5:

Determination of Amounts of Remuneration, etc. for Directors Serving on
the Committee on Audit, etc.
At the 85th General Meeting of Shareholders held on June 23, 2006, the Company obtained theshareholders’ approval for the amount of remuneration for Directors, i.e., no more than 60
million yen per year. However, the Company will make the transition to a company with aCommittee on Audit, etc. once Proposal 1 is approved and adopted. Accordingly, as provided
for under Article 361, Paragraph 1 and 2 of the Companies Act, the Company proposes tochange the current remuneration amount to no more than 70 million yen for Directors servingon the Committee on Audit, etc., taking into account factors such as general economic
conditions.
Although the number of Directors is currently 4 (of which 2 are Independent Directors), it will
also be 4 once the Proposal 1 and 3 are approved and adopted.

- 12 -

[Translation]

Proposal 6:
Revision to Stock Compensation-Type Stock Options for Directors
1. Reasons for the proposal
The Company obtained the shareholders’ approval regarding the remuneration of theCompany’s Directors and Statutory Auditors at the 93rd General Meeting of Shareholders
held on June 19, 2014, i.e., apart from annual remuneration for Directors and Statutory
Auditors, the total number of Stock Acquisition Rights would be equivalent to no morethan a total of 35million yen per year for Directors (excluding Independent Directors) andno more than a total of 6 million yen per year for Statutory Auditors (excluding Outside
Statutory Auditors) determined by multiplying the fair value per unit on the allotment datebased primarily on the Black-Scholes model by the number of the Stock Acquisition Rights.
However, the Company will make the transition to a company with a Committee on Audit,
etc. once Proposal 1 “Partial Amendments to the Article of Incorporation” is approved andadopted. Accordingly, we would like obtain approval for the revision of the current
remuneration, i.e., apart from annual remuneration for the Directors (excluding thoseserving on the Committee on Audit, etc.) and Directors serving on the Committee on Audit,
etc. and taking into account factors such as general economic conditions, the total numberof the Stock Acquisition Rights shall be equivalent to no more than a total of 45 million
yen per year for Directors excluding those serving on the Committee on Audit, etc.
(excluding Independent Directors) and no more than a total of 8 million yen per year for
Directors serving on the Committee on Audit, etc. (excluding Independent Directors), as
determined by multiplying the fair value per unit on the allotment date based primarily on
the Black-Scholes model by the number of the Stock Acquisition Rights.
Once Proposal 1, 2 and 3 are approved and adopted as proposed, the number of Directors
excluding those serving on the Committee on Audit, etc. (excluding Member of theCommittee on Audit, etc.) will be 5 while the number of Directors serving on theCommittee on Audit, etc. will be 4 (of which 3 are Independent Directors).
The Company judges that the revision of the remuneration is significant since it reflects the
Directors’ contribution to the Company’s long term growth while the Directors will be able
to share not only the benefits of higher share prices but also risks of lower share prices with
the Shareholders.
2.

Details of the Stock Subscription Rights
Details of the Stock Subscription Rights to be granted to Directors are as follows:(1) Type and number of shares to be issued upon the exercise of Stock Subscription Rights
Total number of the Stock Subscription Rights
Total number of the Stock Subscription Rights to be allocated within one year after thedate of the General Meeting of Shareholders for each business year shall be equivalent
to no more than a total of 45 million yen per year for Directors excluding those servingon the Committee on Audit, etc. (excluding Independent Directors) and no more than atotal of 8 million yen per year for Directors serving on the Committee on Audit, etc. as
determined by multiplying the fair value per unit on the allotment date based primarilyon the Black-Scholes model by the number of the Stock Subscription Rights.
Type and number of shares to be issued upon the exercise of Stock Subscription Rights
The type of shares to be issued for the Stock Subscription Rights shall be common
stock, and the number of shares to be issued for one Stock Subscription Right shall be
100 shares.
In the event that adjustments of the Number of Shares Granted are needed due to amerger, corporate split, stock split (including allotment of shares without contribution)or stock consolidation, the Company makes the required adjustments.

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[Translation](2)

The value of property to be contributed upon exercise of the Stock Subscription Rights
The value of property to be contributed upon exercise of the Stock Subscription Rights
shall be the amount obtained by multiplying the exercise price of one yen by the
number of shares to be issued upon exercise of each Stock Subscription Right.

(3)

Period when the Stock Subscription Rights can be exercised
The period for excising the Stock Subscription Rights shall be within 30 years from the
day after the Stock Subscription Rights are granted.

(4)

Restriction on acquisition of Stock Subscription Rights by transfer
Any transfer of Stock Subscription Rights requires approval by resolution of theCompany’s Board of Directors.

(5) Terms and conditions for exercising the Stock Subscription Rights(A) If a Stock Subscription Rights Holder holds a position as one of the Company’s
Directors, the Holder cannot exercise his/her subscription right.
(B) If a Stock Subscription Rights Holder does not give up his/her position as theCompany’s Director and cannot exercise his/her subscription rights before the datecorresponding to one year before the last day of the exercise period, he/she can
exercise the Stock Subscription Rights until the last day of the exercise period as
stipulated by the above (3).
(C) If a proposal for a merger agreement under which the Company ceases to exist, a
proposal for a share exchange agreement under which the Company becomes awholly owned subsidiary, or a proposal for the approval of a share-transfer plan isapproved at the General Meeting of Shareholders, Stock Subscription Rights can be
exercised only for15 days from the day after the proposal is approved.
(D) Other terms and conditions for exercising the Stock Subscription Rights shall be
determined at the Board of Director’s Meeting where subscription details for the
Stock Subscription Rights are determined.

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