Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 7296
June 3, 2021
To our shareholders:
Yoshitaka Saito
President and Representative Director
F.C.C. CO., LTD.
7000-36 Nakagawa, Hosoe-cho, Kita-ku,
Hamamatsu-shi, Shizuoka

NOTICE OF THE 91ST ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially informed of the 91st Ordinary General Meeting of Shareholders of F.C.C. CO., LTD. (the“Company”), which will be held as described below.
Instead of attending the meeting in person, you may exercise your voting rights by postal mail or byelectromagnetic method (using the Internet, etc.). Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights no later than Monday, June 21, 2021 at 4:40
p.m. (Japan Standard Time).
1. Date and Time: Tuesday, June 22, 2021 at 10:00 a.m. (Japan Standard Time)
2. Venue:

Okura Act City Hotel Hamamatsu“Heian” on the 4th floor
111-2 Itaya-machi, Naka-ku, Hamamatsu-shi, Shizuoka

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 91st Term (from April 1, 2020 toMarch 31, 2021), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 91st Term (from April 1, 2020 to March 31, 2021)
Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Amendment to the Articles of Incorporation

Proposal 3:

Election of three (3) Directors (excluding Directors who are Audit andSupervisory Committee Members)

Proposal 4:

Revision of remuneration amount for Directors (excluding Directors who are
Audit and Supervisory Committee Members)

Proposal 5:

Determination of remuneration for granting restricted shares to Directors(excluding Directors who are Audit and Supervisory Committee Members)-1-

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

Appropriation of surplus

The Company positions the return of profits to shareholders as one of its most important management issues,and its basic policy is to maintain stable dividends, comprehensively taking into account factors including
consolidated earnings and dividend payout, and working to raise corporate value by maintaining andstrengthening competitiveness, as well as carrying out capital expenditure and research & development
necessary for future growth.
The Company proposes the appropriation of surplus for the fiscal year under review as follows:1.

Matters related to year-end dividends(1)Type of dividend property
Cash

(2)

Allocation of dividend property and total amount thereof
20 yen per common share of the Company
Total amount of dividends: 993,755,960 yen
Including the interim dividend, the total amount of dividends for the fiscal year under review is 40
yen per share.

(3)

Effective date of distribution of dividends of surplus
June 23, 2021

-2-

Proposal 2:
1.

Amendment to the Articles of Incorporation

Reasons for the proposal(1)

In order to engage in the expansion of business areas and diversification going forward, we will
make an addition to the purpose of business in Article 2 of the current Articles of Incorporation.

(2)

We will change the number of Directors in Article 19 of the current Articles of Incorporation fromno more than 20 to no more than 12 with the aim of advancing the separation of the Board of
Directors’ supervisory functions and business execution functions, and speeding up decision
making.

(3)

In order to enable the agile handling of dividends of surplus, etc., we will make it possible to carryout dividends of surplus, etc. by resolution of the Board of Directors based on stipulations in Article
459, Paragraph 1 of the Companies Act by newly establishing Article 32 (Organizational body todetermine dividends of surplus, etc.) and Article 33 (Record date for dividends of surplus) in the
Articles of Incorporation in accordance with the proposed amendments, while at the same time
removing Article 7 (Acquisition of own shares), Article 33 (Dividends of surplus) and Article 34(Interim dividends) of the current Articles of Incorporation, which have overlapping content.

We will also implement changes made necessary by the new establishment and removal of articles statedabove, such as changes to article numbers.
2.

The proposed amendments
The proposed amendments are as follows.
(Underlined portions indicate amendments.)

Current Articles of Incorporation(Purpose)
Article 2.
The purpose of the Company shall be to engage in thefollowing business activities:(1) – (4)(Text omitted)(Newly established)(Newly established)(5) – (9)(Text omitted)(Newly established)(Newly established)(10) All businesses that are incidental to those mentioned
in the preceding items.

Proposed Amendments(Purpose)
Article 2.
The purpose of the Company shall be to engage in thefollowing business activities:(1) – (4)(Unchanged)(5) Manufacture and sale of electric and electronic
machinery and apparatus.
(6) Manufacture and sale of products for agriculture,environmental fields, and the energy industry, etc.
(7) – (11)(Unchanged)(12) Manufacture and sale of food and beverage products,
clothing, daily necessities and miscellaneous goods,
and other goods.
(13) Worker dispatch business.
(14)(Unchanged)(Acquisition of own shares)
Article 7.
The Company may, by resolution of the Board of Directors,
acquire its own shares through market transactions as wellas other means pursuant to the provisions of Article 165,
Paragraph 2 of the Companies Act.
Articles 8. – 18.

(Text omitted)(Deleted)

Articles 7. – 17.

-3-(Unchanged)

Current Articles of Incorporation

Proposed Amendments(Number of Directors)(Number of Directors)
Article 19.
Article 18.
1. The Company shall have not more than twelve (12)
1. The Company shall have not more than twenty (20)
Directors.
Directors.
2. The number of Directors who are Audit and Supervisory 2. The number of Directors who are Audit and Supervisory
Committee Members out of the Directors referred to in
Committee Members out of the Directors referred to in
the preceding paragraph shall not exceed five (5).
the preceding paragraph shall not exceed five (5).
Articles 20. – 32.

(Text omitted)

Articles 19. – 31.

(Unchanged)(Newly established)(Organizational body to determine dividends of surplus, etc.)
Article 32.
Unless otherwise provided for by laws and regulations, theCompany may, by resolution of the Board of Directors,
determine dividends of surplus and other matters set forthin the items of Article 459, Paragraph 1 of the Companies
Act.

(Newly established)(Record date for dividends of surplus)
Article 33.
1. The record date for year-end dividends of the Company
shall be March 31 of each year.
2. The record date for interim dividends of the Company
shall be September 30 of each year.
3. In addition to the provisions of the preceding two
paragraphs, the Company may pay dividends of surplus
by setting a record date.

(Dividends of surplus)
Article 33.
Dividends of surplus will be paid to shareholders andregistered pledgees of shares who are recorded in theshareholder register at the end of March 31 each year.

(Deleted)(Interim dividends)
Article 34.
The Company may pay an interim dividend by resolutionof the Board of Directors to shareholders and registeredpledgees of shares who are recorded in the shareholder
register at the end of September 30 each year.

(Deleted)

Article 35.

(Text omitted)

Article 34.

-4-(Unchanged)

Proposal 3:

Election of three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all nine (9) Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) expire at the conclusion of this meeting.
In line with this, and to advance the separation of the Board of Directors’ supervisory functions and businessexecution functions and speed up decision making, the Company requests the election of three (3) Directors.
The candidates for Director are as follows:
No.

Name

1

Yoshitaka Saito

2

3

Kazuto Suzuki

Atsuhiro Mukoyama

Position[For reelection]

Responsibilities and significant
concurrent positions outside theCompany

President andRepresentative
Director[For reelection]

Head of business operation of
motorcycles business, Head of
business operation in ASEAN,
Managing Director Head of business operation inSouth America, Risk Management
Officer and in charge of Racing of
the Company[For reelection]

Head of business operation of
automobiles business and in chargeof Stacked Mold Technology
Development of the Company[For reelection] indicates candidates for reelection as Directors.

-5-

Director

No.

Name (Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Feb. 2009

Joined the Company

Jan. 2011

President and Director of FCC (INDIANA)
Mfg., LLC (currently FCC (INDIANA), LLC)

Number of theCompany’s
shares owned

President and Director of FCC (INDIANA),
INC. (currently FCC (INDIANA), LLC)
June 2011

Director of the Company

Apr. 2012

Director, Head of business operation in North
America of the Company
President and Director of FCC (North
America), INC.

Yoshitaka Saito(November 29, 1973)[For reelection]
1

June 2012Managing Director, Head of business operationin North America of the Company

Apr. 2013

Managing Director, Head of business operationof motorcycles business of the Company

Apr. 2014

Managing Director, Head of Purchasing, Headof business operation in China and Risk
Management Officer of the Company

June 2018

Senior Managing Director, in charge of Sales
and Head of business operation in China of theCompany

Apr. 2019

Vice President and Representative Director andin charge of Alliance of the Company

June 2020

President and Representative Director of theCompany (incumbent)

16,400Reasons for nomination as candidate for Director
Yoshitaka Saito has held various positions, including Head of business operation in North America, Head of
business operation of motorcycles business and Head of business operation in China, and since 2020 has beenleading general group management as President and Representative Director. We have determined that he isqualified for the position from the perspective of the sustainable growth of the Group and the medium to longterm increase in corporate value. Therefore, the Company requests his reelection as Director.

-6-

No.

Name (Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2009

General Manager of Corporate Planning Officeof the Company

June 2010

Director, Head of business operation in China
and South America and General Manager ofCorporate Planning Office of the Company

June 2011

Director, Head of business operation in China
and South America, General Manager ofCorporate Planning Office and Risk
Management Officer of the Company

Jan. 2012

Director, Head of business operation in China
and South America and Risk Management
Officer of the Company

Apr. 2012

Director, Head of Production Engineering,
Head of business operation in China and SouthAmerica and Risk Management Officer of theCompany

June 2012

Director, Head of Production of Motorcycle
Components, Head of Production Engineeringand Head of business operation in China andSouth America of the Company

Apr. 2013

Director, Head of business operation of
motorcycles business in Japan, Head of
business operation in China and South America
and Risk Management Officer of the Company

Apr. 2014

Director, Head of business operation of
motorcycles business, Head of business
operation in ASEAN and India and Head of
business operation in South America of theCompany

Apr. 2016

Director, Head of business operation of
motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the Company

June 2017Managing Director, Head of business operationof motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the Company

June 2018

Managing Director, Head of business operationof motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and South America andRisk Management Officer of the Company

Apr. 2019

Managing Director, Head of business operationof motorcycles business, Head of business
operation in ASEAN, Head of business
operation in South America, Risk Management
Officer and in charge of Racing of theCompany (incumbent)

Kazuto Suzuki(May 27, 1961)[For reelection]
2

Number of theCompany’s
shares owned

4,600

Reasons for nomination as candidate for Director
Kazuto Suzuki has held various positions, including Head of business operation in China, Head of business
operation of motorcycles business and Head of business operation in ASEAN, and has extensive experience andknowledge in the production department. We have determined that he is qualified for the position from theperspective of the sustainable growth of the Group and the medium to long term increase in corporate value.
Therefore, the Company requests his reelection as Director.

-7-

No.

Name (Date of birth)Atsuhiro Mukoyama(July 31, 1963)[For reelection]

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2012

Head of Production of Automobile Componentsof the Company

June 2012

Director, Head of Production of Automobile
Components of the Company

Apr. 2013

Director, Head of business operation of
automobiles business of the Company

Apr. 2015

Director, Head of Production Engineering andHead of Environment and Safety of theCompany

Apr. 2019

Director, Head of business operation of
automobiles business and in charge of Stacked
Mold Technology Development of theCompany (incumbent)

3

Number of theCompany’s
shares owned

3,700

Reasons for nomination as candidate for Director
Atsuhiro Mukoyama has held various positions, including Head of Production of Automobile Components,
Head of Production Engineering and Head of Environment and Safety, and has extensive experience andknowledge in the production engineering department. We have determined that he is qualified for the position
from the perspective of the sustainable growth of the Group and the medium to long term increase in corporate
value. Therefore, the Company requests his reelection as Director.
Notes:

1.
2.

There is no special interest between the candidates and the Company.
The Company has concluded a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers the insured persons
against losses incurred when accepting liability for the execution of their duties or when receiving claims inpursuit of this liability. If each candidate is elected and assumes the office as Director, the Company plans toinclude every such Director as an insured person in the insurance policy. Also, the next time this insurance
policy comes up for renewal, the Company intends to renew it with the same content.

-8-[Reference] Members of the Board of Directors after election
If Proposal 3 is approved and adopted as proposed, the Board of Directors will be comprised of thefollowing members.
The proportion of Outside Directors in the Board of Directors will be 42.9%.
Name

Position

Yoshitaka Saito

President and Representative Director

Kazuto Suzuki

Managing Director

Atsuhiro Mukoyama

Managing Director

Ryujiro Matsumoto

Director
Audit and Supervisory Committee Member (full time)

Yoshinori Tsuji[Outside][Independent]

Director
Audit and Supervisory Committee Member

Masahide Sato

[Outside][Independent]

Director
Audit and Supervisory Committee Member

Kazumoto Sugiyama[Outside][Independent]

Director
Audit and Supervisory Committee Member[Outside] indicates Outside Directors.
[Independent] indicates Independent Directors as stipulated by the Tokyo Stock Exchange.

-9-Summary of the Company’s new remuneration system for officers
Supplementary explanation for Proposal 4 and Proposal 5
The Company is introducing a new remuneration system for officers with the goal of sustainably increasing
corporate value and further promoting shared value with shareholders.
Proposal 4 and Proposal 5 respectively propose that remuneration for Directors (excluding Directors who
are Audit and Supervisory Committee Members) comprise basic remuneration, remuneration based on
individual assessment, performance-based bonus, and share-based remuneration.
Remuneration type

Details of remuneration

on Paid based on an assessment of contribution tobusiness performance

Performance-based bonus

Share-based remuneration

Note:

Limit on remuneration

Cash

Proposal 4
Limit on remuneration: No
more than 300 million yen
per year

Shares

Proposal 5
Limit on remuneration: No
more than 50,000 shareswithin a total value of 100
million yen per year

Fixed amount paid monthly based on position,etc.

Basic remuneration
Remuneration based
individual assessment

Form ofpayment

Paid in accordance with consolidated
operating profit for the business year

Grant of restricted shares

The limit on remuneration for Directors who are Audit and Supervisory Committee Members remains at no morethan 90 million yen per year as resolved at the 86th Ordinary General Meeting of Shareholders held on June 22,
2016.

Policy regarding the determination of details of remuneration, etc. for individual Directors is as follows.
1.

Basic policy
The Company’s remuneration for Directors is a remuneration system that is linked to businessperformance and shareholder benefit so that it can function as a sound and appropriate incentive forsustainable growth. The Company’s basic policy on remuneration for individual Directors is to pay
reasonable levels based on factors such as work responsibilities. Remuneration for Directors(excluding Directors who are Audit and Supervisory Committee Members) comprises basic
remuneration, remuneration based on individual assessment, performance-based bonus, and sharebased remuneration. Remuneration for Directors who are Audit and Supervisory Committee Members
comprises only basic remuneration considering the duties involved in this role.

2.

Basic remuneration
Basic remuneration is a fixed monthly remuneration paid in cash and is determined comprehensively
taking into account factors including position, work responsibilities, and levels at other companies.

3.

Remuneration based on individual assessment and performance-based bonus
Remuneration based on individual assessment is cash remuneration based on factors such as aqualitative assessment of the individual Director’s contribution to business performance which is paid
monthly as an addition to basic remuneration in the following business year.
Performance-based bonuses are cash remuneration that reflect key performance indicators (KPI)
aimed at enhancing awareness regarding improving business performance each business year. An- 10 -

amount calculated in accordance with consolidated operating profit for each business year is paid asbonus at a fixed time each year.
4.

Share-based remuneration
Share-based remuneration is the granting of common shares subject to transfer restrictions (“restricted
shares”) until the time of retirement at a fixed time each year with the purpose of promoting sharedvalue with shareholders.

5.

Ratio of remuneration
This is considered by the Nomination and Remuneration Advisory Committee using remunerationlevels, etc. at companies of a similar size and that belong in the same sector and business category as
the Company as benchmarks. The target ratio of different types of remuneration, etc. at standard times
is basic remuneration : remuneration based on individual assessment : performance-based bonus :share-based remuneration = 65:10:15:10.

6.

Method for determining details of remuneration, etc.
Regarding items related to remuneration for officers, remuneration for Directors (excluding Directors
who are Audit and Supervisory Committee Members) is decided by resolution of the Board of
Directors within the scope of the maximum amount approved by the General Meeting of Shareholders
after receiving recommendations from the Nomination and Remuneration Advisory Committee, of
which Outside Directors form a majority, to ensure appropriateness and the objectivity andtransparency of the decision making process. Remuneration for Directors who are Audit andSupervisory Committee Members is determined through discussions among Directors who are Audit
and Supervisory Committee Members within the scope of the maximum amount approved by theGeneral Meeting of Shareholders.
The determination of the specific amount of remuneration for individual Directors has been entrusted
to the President and Representative Director by resolution of the Board of Directors and the President
and Representative Director makes these decisions based on recommendations from the Nomination
and Remuneration Advisory Committee.
Proposal 4 and Proposal 5, which are proposed on page 12 through 14, are in accordance with thepolicy stated above.

- 11 -

Proposal 4:

Revision of remuneration amount for Directors (excluding Directors who are Audit andSupervisory Committee Members)

The amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) was resolved to be no more than 500 million yen per year
(not including employee salaries for Directors who serve concurrently as employees) at the 86th Ordinary
General Meeting of Shareholders held on June 22, 2016. However, the Company proposes that this amountof remuneration be adjusted to no more than 300 million yen per year in accordance with revisions to thecomposition of the Board of Directors and remuneration system for officers. Within the scope of thisamount of remuneration, the Company will pay a fixed amount of basic remuneration, as well as
remuneration based on individual assessment and performance-based bonuses. The specific allocation toeach Director will be determined by the Board of Directors after receiving recommendations from theNomination and Remuneration Advisory Committee.
As this proposal is decided by the Board of Directors comprehensively taking into account factors
including the size of the Company’s business, remuneration systems, and remuneration levels, and after
receiving recommendations from the Nomination and Remuneration Advisory Committee, it is deemed tobe appropriate.
Additionally, the Company proposes that remuneration for Directors does not include employee salaries for
Directors who serve concurrently as employees.
If Proposal 3 is approved and adopted as proposed, the number of Directors will be three (3).

- 12 -

Proposal 5:

Determination of remuneration for granting restricted shares to Directors (excluding
Directors who are Audit and Supervisory Committee Members)

If Proposal 4 is approved and adopted as proposed, remuneration for Directors of the Company (excluding
Directors who are Audit and Supervisory Committee Members) will be no more than 300 million yen per
year. At this time, with the purpose of providing Directors (excluding Directors who are Audit andSupervisory Committee Members; hereafter “Eligible Directors”) with an incentive for sustainably
increasing the corporate value of the Company and further promoting shared value with shareholders, theCompany requests approval to grant new remuneration, etc. to Eligible Directors as restricted shares,
separately from the aforementioned limit on remuneration. There are currently nine (9) Eligible Directors
but if Proposal 3 is approved and adopted as proposed, the number of Eligible Directors will be three (3).
1.

Method for the issuance and disposal of restricted shares
The issuance and disposal of restricted shares based on this proposal shall be carried out through amethod in which monetary remuneration claims are provided to Eligible Directors as remuneration,etc., and Eligible Directors shall contribute all such monetary remuneration claims as property
contributed in kind and shall, in return, receive common shares of the Company that shall be issued or
disposed of by the Company.

2.

Limit on amount of monetary remuneration claims and number of restricted shares
The total amount of monetary remuneration to be paid to the Eligible Directors for the purpose of
granting them restricted shares based on this proposal shall be not more than 100 million yen per year,
an amount considered to be appropriate based on the aforementioned purpose, and the total number ofcommon shares of the Company to be issued or disposed of as restricted shares based on this proposal
shall be not more than 50,000 shares per year (however, if, on or after the day on which this proposal
is approved and adopted, the Company performs a share split (including allotment of shares without
contribution) or a share consolidation of its common shares, the relevant total number shall bereasonably adjusted in accordance with the share split or share consolidation ratio). Also, the specificallocation to each Eligible Director shall be determined by the Board of Directors after receiving
recommendations from the Nomination and Remuneration Advisory Committee.
The amount to be paid in per issued or disposed share shall be determined by the Board of Directors
based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on thebusiness day immediately before each date of each resolution by the Board of Directors (if there is no
closing price on such date, the closing price on the closest preceding trading day) within the extent
that the amount will not be particularly advantageous to Eligible Directors.

3.

Outline of restricted shares to be granted to Eligible Directors
When granting restricted shares based on this proposal, an agreement on allotment of restricted sharesthat includes the content outlined below (the “Allotment Agreement”) shall be entered into between
the Company and Eligible Directors.
(1)

Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of(collectively “Transfer Restrictions”) the common shares of the Company allotted under the
Allotment Agreement (the “Allotted Shares”) for the period from the date the Allotted Shares are
granted to the date that said Eligible Director resigns or retires as a Director of the Company or any
other such position stipulated by the Company’s Board of Directors (the “Restriction Period”).

(2)

In the event an Eligible Director resigns or retires from a position stated in (1) above before thecompletion of a period determined by the Company’s Board of Directors (the “Service Provision
Period”), the Company shall acquire, by rights, without contribution the Allotted Shares, excluding
cases where the reason is recognized as justifiable by the Company’s Board of Directors.

- 13 -

4.

(3)

The Company shall lift the Transfer Restrictions of all of the Allotted Shares upon expiration of
the Restriction Period, on the condition that the Eligible Director has remained in the position statedin (1) above continuously throughout the Service Provision Period. However, if the Eligible
Director retires or resigns from the position stated in (1) above before the completion of the Service
Provision Period due to a reason that is recognized as justifiable by the Company’s Board of
Directors, as stated in (2) above, the Company shall rationally adjust the number of the Allotted
Shares on which the Transfer Restrictions are to be lifted as needed.

(4)

The Company shall acquire, by rights, without contribution the Allotted Shares on which theTransfer Restriction has not been lifted at the expiration of the Restriction Period in accordancewith the provision of (3) above.

(5)

The Company shall acquire, by rights, without contribution the Allotted Shares in the event of aviolation of laws and regulations, internal rules, or the Allotment Agreement, or any other reason
determined by the Company’s Board of Directors as a justifiable reason for acquiring the Allotted
Shares without contribution.

(6)

Notwithstanding the provision of (1) above, if, during the Restriction Period, matters relating to amerger agreement in which the Company is the disappearing company, a share exchange agreement
or share transfer plan in which the Company becomes a wholly owned subsidiary, or otherreorganization, etc. are approved at the Company’s General Meeting of Shareholders (or at a
meeting of its Board of Directors in cases where approval at the Company’s General Meeting of
Shareholders is not required in relation to the reorganization, etc.), the Company shall lift theTransfer Restrictions on the Allotted Shares with the number of shares that is reasonably
determined considering the period from the start date of the Service Provision Period to the date of
approval of the reorganization, etc. prior to the date on which the reorganization, etc. becomes
effective, by resolution of the Board of Directors of the Company.

(7)

In cases provided for in (6) above, the Company shall acquire, by rights, without contribution the
Allotted Shares on which the Transfer Restriction has not been lifted as of the time immediately
after the Transfer Restriction was lifted in accordance with the provisions in (6) above.

Justifiable reasons for granting restricted shares
The Company will grant restricted shares as remuneration, etc. to Eligible Directors with the purposeof providing Eligible Directors with an incentive for sustainably increasing the corporate value of theCompany and further promoting shared value with shareholders.
Also, as the value of the restricted shares allotted based on this proposal was evaluated using themarket value of said shares at the close of the day that the relevant resolution of the Board of Directors
was made, which is within the scope of the yearly maximum stated in 2. above, and as the number ofrestricted shares granted based on this proposal amount to 0.09% of all issued shares (if the maximum
number of restricted shares is issued over a 10-year period, it will amount to 0.9% of all issued shares)
and this dilution ratio is minimal, the granting of restricted shares based on this proposal is deemed tobe justifiable.

(Reference)
The Company plans to grant restricted shares in a similar manner to the above to the Company’s
Managing Officers on condition that Proposal 5 is approved and adopted as proposed.

- 14 -