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 shall prevail.

Securities Code: 5852
June 1, 2018
To our shareholders:
Arata Takahashi, President, CEO
Ahresty Corporation[Head Office and Headquarters]
1-2 Nakabara, Mitsuya-cho, Toyohashi-shi, Aichi[Tokyo Head Office]2-46-1 Honcho, Nakano-ku, TokyoNOTICE OF THE 97th GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 97th General Meeting of Shareholders of Ahresty Corporation (the“Company”) on June 20, 2018 (Japan Standard Time), which will be held as described hereunder.
Please note that if you are unable to attend the meeting on the specified date, you can still exercise your voting
rights online or by post. Please cast your vote upon reviewing the “Reference Documents for the General Meetingof Shareholders,” provided towards the end of this document.
1. Date and Time: Wednesday, June 20, 2018 at 10:00 a.m. (Japan Standard Time)
2. Venue:
NAKANO SUNPLAZA, 13th floor, Cosmo Room
4-1-1 Nakano, Nakano-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 97th fiscal year (from April 1, 2017 toMarch 31, 2018) and Reports of Audit on the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 97th fiscal year (from April 1, 2017 to March 31, 2018)
Matters to be resolved:
Proposal No. 1
Election of Six (6) Directors (excluding Directors Serving as the Audit and Supervisory
Committee Members)
Proposal No. 2
Election of One (1) Director Serving as an Audit and Supervisory Committee Member
Proposal No. 3
Determination of the Amount and Details of Remuneration to be Paid to Directors(excluding Directors Serving as the Audit and Supervisory Committee Members) for the
Purpose of Granting Shares with Transfer Restrictions
Proposal No. 4
Determination of the Amount and Details of Remuneration to be Paid to Directors(excluding Outside Directors) Serving as the Audit and Supervisory Committee
Members for the Purpose of Granting Shares with Transfer Restrictions
4. Guidelines for exercising your voting rights
Please refer to the [Guidelines for exercising your voting rights] on the Page 2 (in Japanese only).
5. Issues related to Internet disclosure
Of the documents that need to be submitted for the shareholders’ meeting, the Company has posted thefollowing items from the attached documents on its website, in compliance with laws and regulations and Article
14 of Articles of Incorporation. The said items are not provided with this notice.
(i) Business Report “Status of subscription rights to shares”(ii) Notes to the Consolidated Financial Statements(iii) Notes to the Non-Consolidated Financial Statements-1-

The documents attached to this meeting notification are part of the Business Report, Consolidated Financial
Statements and Non-Consolidated Financial Statements audited by the accounting auditor and the Audit andSupervisory Committee when creating an audit report.
-

All the attendees are kindly requested to submit the enclosed voting form to our reception desk at the venue on the day of meeting.
If there are any changes to the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, or the Non-Consolidated Financial Statements, they will be posted on the Company’s website.
Official Website (https://www.ahresty.co.jp)-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Election of Six (6) Directors (excluding Directors Serving as the Audit and Supervisory
Committee Members)

The term of office of all six (6) Directors (excluding Directors Serving as the Audit and Supervisory Committee
Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we request theelection of six (6) Directors (excluding Directors serving as the Audit and Supervisory Committee Members). In
addition, the Audit and Supervisory Committee has judged that all candidates for Director are appropriate due totheir contributions to improving the corporate value of the Company.
The candidates for election as Directors (excluding Directors serving as the Audit and Supervisory Committee
Members) are as follows:
Candidate
Name
No.
1
Arata Takahashi
2Junji Ito3

Shinichi Takahashi

4Shinichi Gamou

5

Naoyuki Kaneta

6

Kenichi Nonaka

Current position/areas of responsibility in the Company
President, CEO
Director, Managing Executive Officer, Chief of Manufacturing
CommandDirector, Managing Executive Officer, Chief of General
Administrative Command
Director, Managing Executive Officer
President, Ahresty Mexicana, S.A. de C.V.
Chairman, Ahresty Wilmington Corporation
Director, Managing Executive Officer, Chief of Sales Command
Director, Executive Officer
CEA (Chief Engineering Advisor)-3-

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility(significant concurrent positions outside the Company)
Apr. 1979
Oct. 1986

Arata Takahashi(November 2, 1955)
1

2

3

Reelection

June 1987
May 1994
June 1995
June 1997
Oct. 1997

Joined Ahresty Corporation
Director, Fuso Light Alloys of America
Corporation (current Ahresty Wilmington
Corporation)
Director, Ahresty Corporation
Chairman, Ahresty Wilmington Corporation
Senior Executive Director, Ahresty Corporation
Vice President, Ahresty Corporation
President, Ahresty Corporation (current
position)
Director, Kyoto Die Casting Co., Ltd.
Executive Officer, Ahresty Corporation
Senior Executive Officer, Ahresty Corporation
CEO, Ahresty Corporation (current position)

Number of theCompany’s shares
held

915,021

June 2001
July 2001
June 2003
June 2005(Reason for nomination as candidate for Director)
Mr. Arata Takahashi has long-standing achievements in leading the entire Group as Group’s management and abundant
knowledge in the overall business. In consideration of the above, it was judged that he is appropriate for Director.
Apr. 1978
Joined Ahresty Corporation
Apr. 2010
General Manager, Toyohashi Plant, Ahresty
Corporation
Oct. 2013
Executive Officer, Ahresty Corporation
Junji Ito
General Manager, Advance Production(June 3, 1955)
3,400
Engineering Dept., Ahresty Corporation
June 2016
Managing Executive Officer, Ahresty
Reelection
Corporation (current position)
June 2017
Chief, Manufacturing Command, Ahresty
Corporation (current position)
Director, Ahresty Corporation (current position)(Reason for nomination as candidate for Director)
Mr. Junji Ito has proven achievements in controlling the manufacturing division of the Group as Chief of
Manufacturing Command of the Company as well as past experience and knowledge as General Manager of a plant andExecutive Officer. In consideration of the above, it was judged that he is appropriate for Director.
Apr. 2005
Joined Hitachi, Ltd.
Apr. 2009
Joined Ahresty Corporation
Jan. 2011
Director, Ahresty Wilmington Corporation
Apr. 2014
General Manager, IT System Dept., Ahresty
Shinichi Takahashi
Corporation(October 21, 1980)
2,322
June 2016
Executive Officer, Ahresty Corporation
June 2017Managing Executive Officer, Ahresty
Reelection
Corporation (current position)
Chief, General Administrative Command,
Ahresty Corporation (current position)
Director, Ahresty Corporation (current position)(Reason for nomination as candidate for Director)
Mr. Shinichi Takahashi has proven achievements in controlling the general administrative division of the Group as
Chief of General Administrative Command of the Company as well as past experience and knowledge as Director of an
overseas subsidiary and Executive Officer. In consideration of the above, it was judged that he is appropriate for
Director.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility(significant concurrent positions outside the Company)
Oct. 1982
May 2002

Shinichi Gamou(August 18, 1955)
4

Reelection

Apr. 2008
Oct. 2011

Apr. 2013
June 2013
July 2015

5

Joined Sugahara Precision Industry Co., Ltd.
(current Ahresty Yamagata Corporation)
Director, General Manager of Plant, Sugahara
Precision Industry Co., Ltd.
President, Ahresty Yamagata Corporation
Executive Officer, Ahresty Corporation
Director and President, Guangzhou Ahresty
Casting Co., Ltd.
Managing Executive Officer, Ahresty
Corporation (current position)
Director, Ahresty Corporation (current position)
President, Ahresty Mexicana, S.A. de C.V.
(current position)
Chairman, Ahresty Wilmington Corporation(current position)

Number of theCompany’s shares
held

1,100

(Reason for nomination as candidate for Director)
Mr. Shinichi Gamou has stationed overseas and accumulated achievements and knowledge in controlling the overseas
subsidiaries in addition to his management experience in Japan. In consideration of the above, it was judged that he isappropriate for Director.
Apr. 1983
Joined Ahresty Corporation
June 2006
General Manager, Western Japan Die Casting
Sales Dept., Ahresty Corporation
Mar. 2007
Executive Officer, Ahresty Corporation
Naoyuki Kaneta
Deputy Chief, Sales Command; General(April 26, 1964)
Manager, Die Casting Sales Dept., Ahresty
10,500
Corporation
Reelection
May 2008
Chief, Sales Command, Ahresty Corporation(current position)
Apr. 2011
Managing Executive Officer, Ahresty
Corporation (current position)
June 2015
Director, Ahresty Corporation (current position)(Reason for nomination as candidate for Director)
Mr. Naoyuki Kaneta has proven achievements in controlling the sales division of the Group as Chief of Sales Commandof the Company as well as abundant experience in sales in the past. In consideration of the above, it was judged that heis appropriate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility(significant concurrent positions outside the Company)
Apr. 1967
June 1991
July 1994

Jan. 1999
May 1999

Kenichi Nonaka(January 28, 1949)
6

Mar. 2001
July 2001
Jan. 2005

Reelection
June 2005
Oct. 2008
Jan. 2011
Apr. 2011
June 2011

June 2017

Joined Ahresty Corporation
Director and General Manager, Administration
Dept., Ahresty Kumamoto Corporation
General Manager, Quality Management Dept.
and TQM Promotion Office, Ahresty
Corporation
General Manager, General Affairs Dept.,
Ahresty Corporation
General Manager, General Affairs Dept. andManagement Planning Office, Ahresty
Corporation
President, Ahresty Wilmington Corporation
Executive Officer, Ahresty Corporation
Senior Executive Officer, Ahresty Corporation
General Manager, Toyohashi Plant, Ahresty
Corporation
Executive Officer, Ahresty Corporation
President, Ahresty Wilmington Corporation
Chief, Manufacturing Command, Ahresty
Corporation
Managing Executive Officer, Ahresty
Corporation
Director, Ahresty Corporation (current position)
Senior Managing Executive Officer, Ahresty
Corporation
Executive Officer, Ahresty Corporation (current
position)

Number of theCompany’s shares
held

8,500

(Reason for nomination as candidate for Director)
Mr. Kenichi Nonaka has proven achievements of contributing the advancement of the manufacturing technology of theGroup as CEA (Chief Engineering Advisor) of the Company as well as past experience and knowledge in overseas
management. In consideration of the above, it was judged that he is appropriate for Director.
(Note) There are no conflicts of interest between each candidate and the Company.

-6-

Proposal No. 2

Election of One (1) Director Serving as an Audit and Supervisory Committee Member

Shozo Hamamura, a Director serving as an Audit and Supervisory Committee Member, will resign at theconclusion of this General Meeting of Shareholders. Accordingly, we request the election of one (1) Director
serving as an Audit and Supervisory Committee Member as his substitute.
In addition, as provided for in the Company’s Articles of Incorporation, the term of office of the Director serving asan Audit and Supervisory Committee Member elected as a substitute will be until the term of office of the retiring
Director serving as Audit and Supervisory Committee Member expires.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
[Ahresty Corporation Independent Director Election Standards]
In addition to the standards stipulated in the Companies Act and by the Tokyo Stock Exchange, the election will beheld in accordance with the “Independent Director Election Standards” (established in October 2015) related toindependence from the Company for electing outside Directors, and efforts will be made to eliminate the risk of
conflict of interest with general shareholders.
[Broad Overview of Independent Director Election Standards]
1. The candidate should not be currently serving or in the past ten years served as an Executive Director of the
Ahresty group
2. The candidate should not be currently serving or in the past five years served as a Director, Statutory Auditor,
Executive Officer or any other position in a major shareholder, etc. of the Company
3. The candidate should not be a person who executes business or an employee serving any other role at any
major trade partner of the Ahresty Group (major trade partner refers to a buyer whose trade amount accounts
for 2% or more of consolidated net sales of the Ahresty Group or a supplier whose trade amount with the
Ahresty Group accounts for 2% or more of consolidated net sales of the trade partner in the past three fiscal
years), etc.
The candidate for election as Director serving as an Audit and Supervisory Committee Member is as follows:
Name
Masahito Saotome

Current position/areas of responsibility in the Company
New election
Outside Director
Independent Officer

-7-

Name
(Date of birth)

Career summary, positions and areas of responsibility(significant concurrent positions outside the Company)
Apr. 1985
June 2004

Number of theCompany’s shares
held

Joined Nippon Light Metal Co., Ltd.
General Manager, Accounting, Planning and Personnel
Affairs, Chemicals Division, Nippon Light Metal Co., Ltd.
June 2008
Seconded to Shin Nikkei Company, Ltd.
Masahito Saotome
Oct. 2009
General Planning Department, Nippon Light Metal Co., Ltd.
(January 2, 1963)
Apr. 2011
Division Manager, Group Overseas Operation Support–
New election
Division, Nippon Light Metal Co., Ltd.
Outside Director
Apr. 2015
Division Manager, Metal Alloy & Industrial Parts Division,
Independent Officer
Nippon Light Metal Co., Ltd. (current position)
June 2015
Officer, Nippon Light Metal Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Officer of Nippon Light Metal Co., Ltd.
(Reason for nomination as candidate for outside Director)
Mr. Masahito Saotome has extensive work experience and insight cultivated by serving as a manager of a nonferrous metal
corporation. In consideration of the above, it was judged that he is appropriate for outside Director serving as an Audit andSupervisory Committee Member.
(Notes) 1. There is no conflict of interest between the candidate and the Company.
2. As of June 26, 2018, Masahito Saotome is planned to take the position of Officer of Nippon Light Metal Holdings
Company, Ltd.
3. As of June 26, 2018, Masahito Saotome is planned to take the position of Executive Officer of Nippon Light Metal Co.,Ltd.
4. Nippon Light Metal Co., Ltd., one of the companies where Masahito Saotome executes business, owns 657,392 sharesof Ahresty Corporation stock. Additionally, the Ahresty Group has trade relations with the companies consolidated under
Nippon Light Metal Holdings Company, Ltd. as a supplier of aluminum raw materials. However, the total amount of thetransactions accounts for less than 0.7% of the consolidated sales of Nippon Light Metal Holdings Company, Ltd. Boththe number of shares owned and transaction amount have been judged to be insignificant in regards to any special
interest.
5. Masahito Saotome is a candidate for outside Director.
6. Masahito Saotome satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, andthe Company plans to submit notification to the aforementioned exchange concerning his appointment as anindependent officer.
7. If the election of Masahito Saotome is approved, pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act, the Company intends to enter into an agreement with him to limit his liability for damages under Article
423, paragraph 1 of the same Act. The maximum amount of liability for damages under this agreement is ¥4 million or
the minimum liability amount provided for under Article 425, paragraph 1 of the Companies Act, whichever is higher.

-8-Proposal No. 3

Determination of the Amount and Details of Remuneration to be Paid to Directors (excluding
Directors Serving as the Audit and Supervisory Committee Members) for the Purpose of
Granting Shares with Transfer Restrictions

During the 94th General Meeting of Shareholders held on June 18, 2015, the limit to the yearly amount of
remuneration paid to Directors (excluding Directors serving as the Audit and Supervisory Committee Members)
was approved at ¥250 million (however, this amount—hereinafter referred to as “Regular Remuneration” in this
proposal—does not include employee salaries of Directors who concurrently serve as employees) and the limit to
the yearly amount of remuneration paid to Directors (excluding Directors serving as the Audit and Supervisory
Committee Members and outside Directors) in terms of stock options in share-based payment arrangement wasapproved at ¥45 million.
The Company hereby proposes the revision of its remuneration package for Directors (excluding Directors serving
as the Audit and Supervisory Committee Members and outside Directors—hereinafter referred to as “Eligible
Directors” in this proposal) in order to provide them an incentive to continuously increase the Company’s corporate
value, further promote shared value between shareholders and them, and further enhance the link with medium- tolong-term performance goals. The revision is such that monetary remuneration claims shall be newly provided inorder to grant shares with transfer restrictions as described below.
Shares with transfer restrictions are composed of “remuneration for work-continuation-linked shares with transfer
restrictions,” which hold continued service as a Director of the Company for a certain period of time as theircondition and “remuneration for performance-linked shares with transfer restrictions,” which, in addition to theaforementioned condition, hold the achievement of medium- to long-term performance goals of the Company as
their condition.
On the basis of this proposal, the Company requests approval to set the monetary remuneration paid to Eligible
Directors for the grant of shares with transfer restrictions to yearly limits of ¥45 million for “work-continuationlinked shares with transfer restrictions” and ¥67 million for “performance-linked shares with transfer restrictions,”
which are values outside the Regular Remuneration and are monetary values observed to be appropriate given theobjectives listed above.
Under the condition that this proposal is approved and adopted, the Company will discontinue the stock options of
Eligible Directors (excluding those stock options that have already been granted). In the future, new subscription
rights to shares will not be issued as stock options for Eligible Directors.
Concerning the amount of remuneration, “work-continuation-linked shares with transfer restrictions” are expected
to be provided at a monetary value equal to current stock option remuneration values. If this proposal is approved
and adopted in its original form at this General Meeting of Shareholders, the Company estimates that, because theremuneration limit for stock option remunerations will be discontinued, provisions for Eligible Directors shallremain substantively unchanged from current values, even after the introduction of “work-continuation-linked
shares with transfer restrictions.” However, “performance-linked shares with transfer restrictions” are expected to
be provided in one lump sum at a value equivalent to consideration for execution of duties spanning three fiscal
years, in principle—the target period of medium-term management plans—during the first fiscal year of said threeyear span. The Company estimates that the provision shall substantively be within approximately ¥22 million per
fiscal year. The new remuneration package for shares with transfer restrictions will hereby be introduced this fiscal
year, the last fiscal year of the 2016-2018 Medium-Term Management Plan. Because of this, the target period for“performance-linked shares with transfer restrictions” shall be one year and the remuneration shall be estimated at
the management index (net sales, operating profit margins, return on assets (ROA), and return on equity (ROE)) asestablished in the 2016-2018 Medium-Term Management Plan.
The final decision regarding the specific timing for providing thereof and the allocation to each Eligible Director
shall be made by the Board of Directors.
The number of Eligible Directors is currently six (6). Even if Proposal 1 “Election of Six (6) Directors (excluding
Directors Serving as the Audit and Supervisory Committee Members)” is approved and adopted in its original form,
the number of Eligible Directors will continue to be six (6).
The Eligible Directors shall pay all monetary remuneration claims to be provided under this proposal in the form ofproperty contributed in kind, in accordance with the resolution of the Board of Directors of the Company, and shall,in return, receive common shares of the Company that shall be issued or disposed of by the Company. Accordingly,
the total number of common shares of the Company that are issued or disposed of by the Company shall be limited
at 224 thousand shares per year as the total combination of all “work-continuation-linked shares with transfer-9-restrictions” and “performance-linked shares with transfer restrictions” (please note that the number of sharesissued or disposed of shall be adjusted reasonably in cases where such adjustment cannot be avoided such as whena share split or reverse share split of the Company’s common shares is performed). The amount to be paid per share
shall be the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day
immediately before each date of resolution by the Board of Directors (if there is no closing price on such date, theclosing price on the closest preceding trading day).
For the issuance or disposal of the common shares of the Company as outlined above, an agreement on allotment ofshares with transfer restrictions, including the overview and the details given below, (hereinafter referred to as the“Allotment Agreement” in this proposal) shall be entered into between the Company and each Eligible Director.
In addition, the Audit and Supervisory Committee has judged that this proposal is appropriate from points of view
such as the medium- to long-term performance of the Company and the improvement of its corporate value.
(1)

(2)

(3)

(4)

Transfer Restriction Period
Lifting of Transfer Restrictions for work-continuation-linked shares with transfer restrictions Eligible
Directors must not transfer, set security rights on, or otherwise dispose of (hereinafter referred to as “Transfer
Restrictions” in this proposal) common shares of the Company received under this Allotment Agreement(hereinafter referred to as “Allotted Shares” in this proposal) for 30 years in the case of “work-continuationlinked shares with transfer restrictions” (hereinafter referred to as the “Restriction Period (Work-continuationlinked)” in this proposal) and one to five years in the case of “performance-linked shares with transfer
restrictions” (hereinafter referred to as the “Restriction Period (Performance-linked)” in this proposal) as
determined by the Company’s Board of Directors (the above restriction periods are collectively referred to as
the “Restriction Period”).
Treatment on retirement from the position
Regarding “work-continuation-linked shares with transfer restrictions,” if an Eligible Director retires from theposition of Director of the Company before the Restriction Period expires, the Company shall automaticallyacquire such Allotted Shares without contribution, unless the reason for his/her retirement from office is death,the expiration of the term of his/her office, retirement due to reaching retirement age or other reason the
Company’s Board of Directors deems justifiable or any like above.
Likewise, regarding “performance-linked shares with transfer restrictions,” if an Eligible Director retires fromany position of Director (excluding Directors serving as Audit and Supervisory Committee Members) or
Executive Officer of the Company before the Restriction Period expires, the Company shall automaticallyacquire such Allotted Shares without contribution, unless the reason for his/her retirement from office is death,the expiration of the term of his/her office, retirement due to reaching retirement age or other reason the
Company’s Board of Directors deems justifiable or any like above.
Lifting of Transfer Restrictions for work-continuation-linked shares with transfer restrictions
Regarding “work-continuation-linked shares with transfer restrictions,” the Company shall lift the Transfer
Restrictions of the Allotted Shares upon expiration of the Restriction Period (Work-continuation-linked), on
the condition that the Eligible Director has continually remained in the position of Director of the Company
throughout the Restriction Period (Work-continuation-linked).
However, if the Eligible Director retires from the position of Director of the Company before the expirationof the Transfer Restriction Period (Work-continuation-linked) due to death, the expiration of the term of
his/her office, retirement due to reaching retirement age or other reason the Board of Directors of theCompany deems justifiable or any like above, which are designated in (2) above, the Company shallreasonably adjust the number of the Allotted Shares on which the Transfer Restrictions are to be lifted, andthe timing of lifting as needed.
Lifting of Transfer Restrictions for performance-linked shares with transfer restrictions
Regarding “performance-linked shares with transfer restrictions,” the Company shall lift the Transfer
Restrictions of a number of the Allotted Shares corresponding to the achievement within the Transfer
Restriction Period (Performance-linked) of performance goals of the Company set in advance by the Board of
Directors of the Company upon the expiration of the Transfer Restriction Period (Performance-linked), on thecondition that the Eligible Director has continually remained in the position of Director (excluding Directors
serving as Audit and Supervisory Committee Members) or Executive Officer of the Company throughout the
Restriction Period (Performance-linked).
- 10 -

(5)

(6)

(7)

However, if the Eligible Director retires from the position of Director (excluding Directors serving as Audit
and Supervisory Committee Members) or Executive Officer of the Company before the expiration of theTransfer Restriction Period (Performance-linked) due to death, the expiration of the term of his/her office,retirement due to reaching retirement age or other reason the Board of Directors of the Company deems
justifiable or any like above, which are designated in (2) above, the Company shall reasonably adjust the
number of the Allotted Shares on which the Transfer Restrictions are to be lifted, and the timing of lifting as
needed.
Acquisition of shares without contribution at the expiration of the Transfer Restriction Period
The Company shall automatically acquire without contribution the Allotted Shares on which the Transfer
Restrictions have not been lifted at the expiration of the Restriction Period (or the point when Transfer
Restrictions are lifted prior to the expiration of the Restriction Period) in accordance with the provisions of(3) and (4) listed above.
Treatment during reorganization, etc.
Notwithstanding the provision of (1) above, if, during the Transfer Restriction Period, matters relating to amerger agreement in which the Company is the disappearing company, a share exchange agreement or sharetransfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. areapproved at the Company’s General Meeting of Shareholders (or at a meeting of its Board of Directors incases where approval at the Company’s General Meeting of Shareholders is not required in relation to thereorganization, etc.), the Company shall lift the Transfer Restrictions on the Allotted Shares with the numberof shares that is reasonably determined considering the period from the start date of the Transfer Restriction
Period to the date of approval of the reorganization, etc. for “work-continuation-linked shares with transfer
restrictions,” and the achievement of performance goals during the same period for “performance-linked
shares with transfer restrictions,” prior to the date on which the reorganization, etc. becomes effective, byresolution of the Board of Directors of the Company. In these situations, the Company shall automaticallyacquire without contribution the Allotted Shares on which the Transfer Restrictions have not been lifted as of
the time immediately after the Transfer Restrictions were lifted.
Other matters determined by the Board of Directors
In addition to the above, the method for expressing intentions and giving notifications in the Allotment
Agreement, the method for amending the Allotment Agreement, and other matters to be determined by the
Board of Directors shall be laid out in the Allotment Agreement.

- 11 -

Proposal No. 4

Determination of the Amount and Details of Remuneration to be Paid to Directors (excluding
Outside Directors) Serving as the Audit and Supervisory Committee Members for the Purposeof Granting Shares with Transfer Restrictions

During the 94th General Meeting of Shareholders held on June 18, 2015, the limit to the yearly amount of
remuneration paid to Directors serving as the Audit and Supervisory Committee Members of the Company wasapproved at ¥70 million (hereinafter referred to as “Regular Remuneration” in this proposal) and the limit to theyearly amount of remuneration paid to Directors (excluding outside Directors) serving as the Audit andSupervisory Committee Members in terms of stock options in share-based payment arrangement was approved at¥8 million.
The Company hereby proposes the revision of its remuneration package for Directors serving as the Audit andSupervisory Committee Members (excluding outside Directors—hereinafter referred to as “Eligible Directors” inthis proposal) in order to provide them an incentive to continuously increase the Company’s corporate value and tofurther promote shared value between shareholders and them. The revision is such that in place of the current stock
options in share-based payment arrangement, monetary remuneration claims shall be newly provided in order togrant shares with transfer restrictions as described below.
Shares with transfer restrictions are composed of “remuneration for work-continuation-linked shares with transfer
restrictions,” which hold continued service as a Director of the Company for a certain period of time as theircondition.
On the basis of this proposal, the Company requests approval to set the monetary remuneration paid to Eligible
Directors for the grant of shares with transfer restrictions to a yearly limit of ¥8 million, which is value outside theRegular Remuneration and is a monetary value observed to be appropriate given the objectives listed above.
Under the condition that this proposal is approved and adopted, the Company will discontinue the stock options of
Eligible Directors (excluding those stock options that have already been granted). In the future, new subscription
rights to shares will not be issued as stock options for Eligible Directors.
The final decision regarding the specific timing for providing thereof and the allocation to each Eligible Director
shall be made by consultation between the Directors serving as Audit and Supervisory Committee Members.
The number of Eligible Directors is currently one (1).
Additionally, the Eligible Directors shall pay all monetary remuneration claims to be provided under this proposal
in the form of property contributed in kind, in accordance with the resolution of the Board of Directors of theCompany, and shall, in return, receive common shares of the Company that shall be issued or disposed of by theCompany. Accordingly, the total number of common shares of the Company that are issued or disposed of by theCompany shall be limited at 16 thousand shares per year (please note that the number of shares issued or disposedof shall be adjusted reasonably in cases where such adjustment cannot be avoided such as when a share split orreverse share split of the Company’s common shares is performed). The amount to be paid per share shall be theclosing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately
before each date of resolution by the Board of Directors (if there is no closing price on such date, the closing priceon the closest preceding trading day).
For the issuance or disposal of the common shares of the Company as outlined above, an agreement on allotment ofshares with transfer restrictions including the same details of the agreement on allotment of shares with transfer
restrictions related to “remuneration for work-continuation-linked shares with transfer restrictions” provided in“Proposal No. 3 Determination of the Amount and Details of Remuneration to be Paid to Directors (excluding
Directors Serving as the Audit and Supervisory Committee Members) for the Purpose of Granting Shares withTransfer Restrictions” shall be entered into between the Company and each Eligible Director.

- 12 -

(Reference)
Work-continuation-linked shares with transfer
restrictions
Directors (excluding Audit and Supervisory
Directors including Audit and Supervisory Committee
Committee Members) and Executive Officers
Members (excluding outside Directors)
Directors (excluding Audit and Supervisory
Committee Members): ¥45 million*
Directors (excluding Audit and Supervisory
Directors (Audit and Supervisory Committee
Committee Members): ¥67 million*
Members): ¥8 million*
Upper limit: 134,000 shares(to be granted separately to Executive Officers as well) Upper limits: 90,000 shares and 16,000 shares,
respectively* If this package is approved, stock option* If the amount is calculated on a pro rata basis forremunerations of the same amount will be
the target period of medium-term management
discontinued.
plans (in principle, three fiscal years), provisions
are estimated to be within approximately ¥22
million per fiscal year.
Three years, in principle, to match the period of
medium-term management plans
30 years(One year for this fiscal year)
Performance-linked shares with transfer restrictions

Subject
individuals

Amount (upper
limit)

Transfer
restriction period
Conditions forlifting transfer
restrictions

Working conditions
Work performance conditions

Working conditions

If Proposal No. 3 “Determination of the Amount and Details of Remuneration to be Paid to Directors (excluding
Directors Serving as the Audit and Supervisory Committee Members) for the Purpose of Granting Shares withTransfer Restrictions” is approved at this General Meeting of Shareholders, the Company, by resolution of theBoard of Directors, intends to issue or dispose of common shares of the Company in order to introduce“performance-linked shares with transfer restrictions” for the Company’s Executive Officers in the same manner as
Proposal No. 3.

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