Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6768)
June 10, 2019
To Shareholders with Voting Rights:
Masahiro Asada
President
TAMURA CORPORATION
1-19-43, Higashi-Oizumi,
Nerima-ku, Tokyo, JapanNOTICE OF
THE 96TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 96th Annual General Meeting of Shareholders of TAMURACORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet. Please review the attached Reference Documents for the
General Meeting of Shareholders, indicate your vote for or against the proposals via the following instructions,and exercise your voting rights by the end of the Company’s business hours (5:20 p.m.) on Tuesday, June 25,
2019, Japan time.
1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. Japan time (reception begins at 9:00
a.m.)

2. Place:

3F Fuji, HOTEL METROPOLITAN
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
96th Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 96th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Proposal 4:
Issuance of Stock Acquisition Rights as Stock Compensation-type Stock
Proposal 5:
Options-1-

The "Notes" to the "Consolidated Financial Statements" and the "Non-consolidated Financial Statements"
mentioned in this document are available on the Company's Internet website and are not included in thisdocument. As a result, the Consolidated Financial Statements and the Non-consolidated Financial Statements
contained in this document are a subset of the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor during
preparation of their respective Audit Reports.
Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements,
or Reference Documents for the General Meeting of Shareholders require revisions, the revised versions will
be posted on the Company's Internet website.
The Company's Internet website: https://www.tamura-ss.co.jp/jp/finance/index.html-2-

Instructions on Exercising Voting Rights
For Those Attending the General Meeting of Shareholders
Date and time of the Meeting: Wednesday, June 26, 2019, at 10:00 a.m.
Venue: 3F Fuji, HOTEL METROPOLITAN
When attending the meeting, please bring this notice and submit the enclosed Voting Rights Exercise Format the reception desk.
*If attending the General Meeting of Shareholders, there is no need to complete the procedures for exercising voting rights by
mail (Voting Rights Exercise Form) or by the Internet.

For Those Exercising Voting Rights in Writing
Deadline for exercising voting rights: Tuesday, June 25, 2019, 5:20 p.m.
Please indicate whether you approve or disapprove the proposals on the enclosed Voting Rights Exercise
Form, and return by mail.
Due to circumstances surrounding tabulation of voting rights exercise results, the Company appreciates
your early exercise.
For Those Exercising Voting Rights via the Internet
Deadline for exercising voting rights: Tuesday, June 25, 2019, 5:20 p.m.
Access the Voting Rights Exercise Website: https://www.web54.net-3-Procedures for Exercising Voting Rights via the Internet
Exercise of your voting rights via the Internet is possible only by accessing the Voting Rights Exercise
Website that is designated by the Company, from a computer, smartphone, or mobile phone.
If you have any questions, please contact our help desk.
Access the Voting Rights Exercise Website: https://www.web54.net
Enter the “Login ID” and “Password” indicated on the Voting Rights Exercise Form and then enter your votefor each proposal according to the instructions on the screen.









To exercise voting rights via proxy, you may designate one (1) other shareholder with voting rights to act as your proxy andattend the meeting. However, please understand that the proxy must submit documentation proving power of attorney.
Only the last vote arriving at the Company shall be accepted as the valid vote. In the event that a voting right is exercised
both via the Internet, etc. and in writing by the Voting Rights Exercise Form on the same day, the vote cast through theInternet, etc., shall be accepted as the valid vote.
In the event that voting rights are exercised multiple times via the Internet, only the final vote submitted shall be consideredvalid.
In addition, in the event that voting rights are exercised multiple times via computer, smartphone, or mobile phone, only the
final vote submitted shall be considered valid.
The costs incurred when accessing the voting rights exercise website, such as Internet access fees and telephone charges,
shall be borne by shareholders. Also, fees required to use mobile phones, such as packet transmission fees, shall be borne byshareholders.
Access may be unavailable in certain operating environments including the use of a firewall when accessing the Internet, theuse of antivirus software or the use of a proxy server.
To exercise your voting rights on mobile phones, please use i-mode*, EZweb*, or Yahoo!* Keitai services. For security
reasons, you cannot vote by a mobile phone which is incompatible with TLS encrypted transmission or transmission ofphone ID information.
*“i-mode” “EZweb”, and “Yahoo!” are trademarks or registered trademarks of NTT DoCoMo Inc., KDDI Corporation and Yahoo! Inc. respectively.

-4-

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

Appropriation of Surplus

Matters concerning year-end dividends
The Company considers the return of profits to shareholders the most important management task,
and strives to maintain and enhance the level of dividends, while focusing on enhancing its financial
position by expanding business earnings and securing internal reserves for the purpose of increasing
corporate value through medium- to long-term business plans.
Concerning year-end dividends, based on comprehensive consideration of future business trends andthe financial standing, etc., the Company proposes a year-end dividend of 5 yen per share. Combinedwith the interim dividend of 5 yen, the annual dividend will be 10 yen.
(1) Type of dividend property:
Cash(2) Matters related to and the aggregate amount of the dividend property to be allotted toshareholders:
5 yen per share of the Company’s ordinary stock
Total amount of dividends: 410,213,785 yen.
(3) Effective date of dividends of surplus:
June 27, 2019-5-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for proposal
In order to ensure flexible operation of the Board of Directors in accordance with theCompany's management structure, the Company proposes the following amendments to thecurrent Articles of Incorporation.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Convener and Chairperson of Meetings of the Board of
Directors)
Article 23 (Meetings of the Board of Directors)
Meetings of the board of directors shall be
convened by the president of the board of directors,
who shall also act as their chairperson.
Should the president of the board of directors be
unable to fulfill this function, another director,
selected according to an order of precedence
established in advance by the board of directors, shalltake the president's place.

(Convener and Chairperson of Meetings of the Board of
Directors)
Article 23 (Meetings of the Board of Directors)
Meetings of the board of directors shall be
convened by the president of the board of directors ora director as determined by the board of directors.
Chairperson of the meetings of the board of
directors shall be a director as determined by theboard of directors.

(Omitted)(Omitted)-6-

Proposal 3:

Election of Eight (8) Directors

The term of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed by decreasing one(1) Director in order to streamline the management structure.
The candidates for Director are as follows:(Note)

Attendance at meetings of the Board of Directors for Mr. Akira Kubota and Ms. Haruko Shibumura refers to
the meetings held after they assumed their respective positions on June 27, 2018.

No.

Name

1

Naoki Tamura(Reappointment)2Masahiro Asada(Reappointment)

3

YusakuHashiguchi(Reappointment)(Reappointment)(Outside)(Independent
Director)(Reappointment)(Outside)(Independent
Director)(Reappointment)(Outside)(Independent
Director)

4

Takeo Minomiya

5

Akira Kubota

6

Haruko Shibumura

7

Norihiko Nanjo(Reappointment)

Shoichi Saito(Reappointment)

8

Present position and responsibilities
in the Company
Chairperson
Chief Superviser of Overall
Corporate Management
In charge of CSR, Company-wide
Quality Promotion and Internal Audit
General Manager of CSR Promotion
Division
President
Controller of Electronic
Chemicals/FA Systems-related
Business
General Manager of Electronic
Chemicals & FA System Business
SectorDirector/Vice President
Controller of Electronic
Components-related BusinessController of Business Sectors at
Head Office
In charge of Corporate Management
and Information Security
General Manager of Corporate
Management Division

Attendance atmeetings of theBoard ofDirectors
100%(17 out of 17
times)

100%(17 out of 17
times)

100%(17 out of 17
times)

Outside Director

94%(16 out of 17
times)

Outside Director

100%(13 out of 13
times)

Outside Director

100%(13 out of 13
times)

Director/Senior Executive Officer
General Manager of Electronic
Components Business Sector
Director/Senior Executive Officer
Deputy General Manager ofElectronic Chemicals & FA System
Business Sector
General Manager of Factory
Automation Business Unit

-7-

100%
(17 out of 17
times)
100%(17 out of 17
times)

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
Director
Managing Director
President
General Manager of CSR Promotion Division (current position)
Naoki Tamura
Controller of Electronic Chemicals/FA Systems-related Business(February 11, 1958)
and General Manager of Electronic Chemicals & FA System
Business Sector[Reappointment]
Chairperson (current position)
April 2019
Chief Superviser of Overall Corporate Management and in charge of
Attendance at meetings
CSR, Company-wide Quality Promotion and Internal Audit (currentof the Board of
position)
Directors:
Reason for nomination as a candidate for Director
100% (17 out of 17 Since his appointment as President in 1999, Mr. Naoki Tamura has driven the Grouptimes)
with assertive leadership. In addition, as Chairperson since April 2019, he hassignificantly contributed to the development of the Group by supervising overallmanagement with his abundant experience and broad-ranging insight. Going forward, forrealizing the sustainable growth and the medium- to long-term enhancement of corporate
value of the Group, we request his continued election as a Director of the Company.
Joined the Company
April 1982
Director, TAMURA EUROPE LIMITED
April 2003
Senior Executive Officer
April 2005
Director/Senior Executive Officer
June 2007
Director/Vice President, General Manager of Electronic
June 2009
Components Business Administration Sector
Masahiro Asada
Director/Executive Vice President
June 2016(June 19, 1959)
Chairperson, KOHA CO., LTD.
October 2018
President, the Company (current position)
April 2019
Controller of Electronic Chemicals/FA Systems-related Business[Reappointment]
and General Manager of Electronic Chemicals & FA System
Business
Sector (current position)
Attendance at meetings
Reasonfor
nominationasacandidatefor Directorof the Board ofAs
Director/Executive
Vice
President
since 2016, Mr. Masahiro Asada has taken
Directors:
100% (17 out of 17 responsibility for the management of the Group. In addition, he has taken responsibility
for the execution of overall corporate management as President since April 2019 and hastimes)
been in charge of the globally-operating Electronic Chemicals & FA Systems-related
Business Sector. We expect to use his years of experience in the Electronic
Components-related Business Sector and broad-ranging insight into business
management for the sustainable growth and the medium- to long-term enhancement ofcorporate value of the Group, and therefore request his continued election as a Directorof the Company.

Number ofshares of theCompany held

August 1987
June 1991
June 1997
June 1999
July 2012
June 2016

1

2

-8-

1,064,411

16,411No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
Senior Executive Officer, Deputy General Manager of Electronic
Components Business Administration Sector (in charge of Businessin China)
President, TAMURA CORPORATION OF HONG KONG
April 2011
LIMITED (current position)
President, TAMURA CORPORATION OF CHINA LIMITED
October 2011
(current position)
General Manager of Corporate Management Division and in charge
June 2014of Corporate Management and Information Security, the Company
Yusaku Hashiguchi(current position)(September 16, 1962)
Director/Senior Executive Officer
June 2015
President, TAMURA CORPORATION SINGAPORE PTE. LTD.
August 2015
[Reappointment](current position)
Controller of Business Sectors at Head Office, the Company
April
2018
Attendance at meetings(current position)of the Board of
Director/Vice President (current position)
June 2018
Directors:
Director, KOHA CO., LTD. (current position)
April 2019100% (17 out of 17
Controller of Electronic Components-related Business, thetimes)
Company (current position)
Reason for nomination as a candidate for Director
Mr. Yusaku Hashiguchi has taken responsibility for the business administration of theGroup as a whole as Director/Vice President since 2018. In addition, since April 2019,he has been in charge of the globally-operating Electronic Components-related Business
Sector. We expect to use his broad-ranging insight and abundant experience not only
concerning business management in Japan and overseas but also concerning technology
for the sustainable growth and the medium- to long-term enhancement of corporate valueof the Group, and therefore request his continued election as a Director of the Company.
Joined Sony Corporation
April 1962
Senior Managing Corporate Executive Officer
June 2001
Takeo Minomiya
Deputy President, Sony EMCS Corporation
June 2001(January 18, 1944)
Director, the Company (current position)
June 2007
Outside Director, ShibaSoku Co., Ltd. (current position)
June 2011[Reappointment]
President and Representative Director, Houtoku Energy Co., Ltd.
December 2012
(current position)[Outside]
Outside Director, Paloma Co., Ltd. (current position)[Independent Director] April 2015
Reason for nomination as a candidate for Outside Director
Attendance at meetings Mr. Takeo Minomiya has engaged in corporate management for many years as amanager in multiple companies including companies which operate on a global scale.
of the Board of
His abundant experience and broad-ranging insight has also contributed significantly to
Directors:
the sustainable growth and the medium- to long-term enhancement of corporate value of
94% (16 out of 17
the Group. Going forward, we expect to continue receiving his useful and unreserved
times)
opinions and guidance from an objective and broad perspective, and therefore request his
continued election as a Director of the Company.

Number ofshares of theCompany held

April 1986
June 2009

3

4

-9-

16,61961,831No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Joined Ministry of International Trade and Industry (currently
Ministry of Economy, Trade and Industry)
Director-General of Research and Statistics Department, Economic
September 2005
and Industrial Policy Bureau
Joined Olympus Corporation
July 2006
Akira Kubota
Executive Officer, Division Manager, Microtechnology R&D
June 2009(September 9, 1953)
Division, Corporate R&D Center
Executive Managing Officer, Group President, Corporate R&D
April 2014
Center[Reappointment]
Executive Managing Officer, Unit Head, Medical Affairs & CSR
April 2016
[Outside]
Office[Independent Director]
Executive Director of NIPPON ELECTRIC CONTROLMay 2017
EQUIPMENT INDUSTRIES ASSOCIATION (current position)
Attendance at meetings
Director, the Company (current position)
June 2018of the Board of
Reason for nomination as a candidate for Outside Director
Directors:
Mr. Akira Kubota has been engaged in organization management as an officer of an
100% (13 out of 13
operating company, in addition to extensive experience at an administrative organ. His
times)
abundant experience and broad-ranging insight has also contributed significantly to thesustainable growth and the medium- to long-term enhancement of corporate value of theGroup. Going forward, we expect to continue receiving his useful and unreserved
opinions and guidance, and therefore request his continued election as a Director of theCompany.
The 46th Legal Apprentice of the Supreme Court
April 1992
Registered at the Daini Tokyo Bar Association
April 1994
Haruko Shibumura
Law Offices of Homma & Komatsu (currently Homma & Partners)
April 1994
(December 6, 1964) April 1999
Partner Lawyer (current position)
Practicing-attorney-professor for civil advocacy of the Legal
April 2009
Training and Research Institute, the Supreme Court[Reappointment]
Outside Auditor, NICHIREKI CO., LTD. (current position)
June 2015[Outside]
Director, the Company (current position)[Independent Director] June 2018
Reason for nomination as a candidate for Outside Director
Attendance at meetings Ms. Haruko Shibumura has been acting as an Attorney at Law for many years and has
served as outside officer of another company. Her abundant experience andof the Board ofbroad-ranging insight has also contributed significantly to addressing various matters
Directors:
100% (13 out of 13 surrounding corporate management, including corporate governance and compliance.
Going forward, we expect to continue receiving her useful and unreserved opinions andtimes)
guidance from a perspective of a legal expert, and therefore request her continued
election as a Director of the Company.

Number ofshares of theCompany held

April 1978

5

6

- 10 -

449

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
Senior Executive Officer, General Manager of AVIO & Industrial
Device Business Unit
Director/Senior Executive Officer (current position), Deputy
June 2009
General Manager of Electronic Components Business
Administration Sector
Deputy General Manager of Electronic Components Business
April
2010
Norihiko Nanjo
Sector, the Company(February 11, 1965)
Director, TAMURA CORPORATION OF CHINA LIMITED
October 2011
(current position)[Reappointment]
Director, KOHA CO., LTD.
September 2017
Director, TAMURA ELECTRONICS (HUI ZHOU) CO., LTD.
October 2017
Attendance at meetings April 2019
General Manager of Electronic Components Business Sectorof the Board of(current position)
Director, TAMURA EUROPE LIMITED (current position)
Directors:
100% (17 out of 17 Reason for nomination as a candidate for Director
Since joining the Company, Mr. Norihiko Nanjo has engaged in the globally-operatingtimes)
Electronic Components-related Business Sector, accurately grasping the changes in theenvironment surrounding the business, and contributed to expanding the business. Since
April 2019, as General Manager of Electronic Components Business Sector, he is driving
business with his abundant experience and broad-ranging insight. For the sustainablegrowth and the medium- to long-term enhancement of corporate value of the Group, werequest his continued election as a Director of the Company.
Joined Tamura Kaken Co., Ltd.
April 1988
Executive Officer, General Manager, Overseas Support Division
April 2005
Director/Executive Officer, General Manager, Corporate
June 2007
Management Division
Senior Executive Officer, General Manager, Circuit Equipment
April 2010
Business Unit, Electronic Chemicals Sector, the Company
Shoichi Saito
Director/Senior Executive Officer (current position)
June 2013(December 20, 1964)
Deputy General Manager of Electronic Chemicals & FA System
June 2015
Business Sector and General Manager of Factory Automation[Reappointment]
Business Unit (current position)
Director, TAMURA CORPORATION SINGAPORE PTE. LTD.
August 2015
Attendance at meetings(current position)of the Board of
Reason for nomination as a candidate for Director
Directors:
Since joining the Company, Mr. Shoichi Saito has engaged in the globally-operating
100% (17 out of 17 Electronic Chemicals & FA Systems-related Business Sector, being in charge oftimes)
broad-ranging fields related to the mounting process, covering electronic chemicalmaterials to the soldering device, and contributed to expanding the business. We expect
to use his broad-ranging insight and abundant experience not only concerning business
management but also concerning technology for the sustainable growth and the mediumto long-term enhancement of corporate value of the Group, and therefore request his
continued election as a Director of the Company.

Number ofshares of theCompany held

April 1988
June 2008

7

8

23,761

20,679(Notes)1. There are no special interests between the candidates and the Company.
2. Of the candidates for Director, Messrs. Takeo Minomiya and Akira Kubota and Ms. Haruko Shibumura are candidates
for Outside Director. Furthermore, Mr. Takeo Minomiya’s term of office as Outside Director of the Company will be
twelve (12) years at the close of this General Meeting, and Mr. Akira Kubota and Ms. Haruko Shibumura's terms ofoffice as Outside Director of the Company will be one (1) year, respectively, at the close of this General Meeting.
3. Messrs. Takeo Minomiya and Akira Kubota and Ms. Haruko Shibumura have been submitted as Independent
Directors/Auditors pursuant to the regulations of the Tokyo Stock Exchange, and if they are reelected as proposed,
they are planned to continue as such Independent Directors/Auditors.
4. The Company has concluded a liability limitation agreement with Messrs. Takeo Minomiya and Akira Kubota and Ms.
Haruko Shibumura, and if they are reelected, the Company plans to continue with these agreements. A summary ofthese liability limitation agreements is as follows.

If an Outside Director is negligent in duties and becomes liable to the Company for damages, the liability for- 11 -

damages shall be the minimum amount as stipulated by Article 425, Paragraph 1 of the Companies Act.
The above liability limit for damages shall be accepted only in the case where the execution of duties whichcaused the liability was conducted by the Outside Director in good faith and without gross negligence.
Candidates for Director consist of seven (7) male candidates and one (1) female candidate (female ratio of 12.5%).


5.

- 12 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Atsuji Toda will expire at the conclusion ofthis Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit & Supervisory
Board Member is proposed.
The Audit & Supervisory Board has provided its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Joined Showa Audit Corporation
Joined Shinko Audit Corporation
Head of Toda Certified Public Accountant Office (current position)
Outside Auditor, Kurumayaramen Co., Ltd. (current position)[Reappointment]
Audit & Supervisory Board Member, the Company (current[Outside]
position)[Independent Auditor]
Partner, TIS Tax Accountant Corporation (current position)
January 2019
Reasonfor
nomination
as a candidate for Outside Audit & Supervisory Board Member
Attendance at meetings
Mr. Atsuji Toda has broad-ranging knowledge concerning finance, accounting andof the Board of
taxation as a certified public accountant. He has audited the execution of duties of
Directors:
Directors from an objective and fair standpoint as Outside Audit & Supervisory Board
88% (15 out of 17
Member of the Company. Going forward, with his abundant experience and insight, wetimes)
judged that he will be able to further enhance the Company's management structure, andAttendance at meetings therefore request his continued election as an Audit & Supervisory Board Member of theCompany.
of the Audit &Supervisory Board:
100% (4 out of 4 times)
Atsuji Toda
(January 19, 1955)

Number ofshares of theCompany held

October 1979
October 1980
October 1984
March 2000
June 2015

5,627(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Atsuji Toda is a candidate for Outside Audit & Supervisory Board Member. Furthermore, Mr. Atsuji Toda’s termof office as Outside Audit & Supervisory Board Member of the Company will be four (4) years at the close of this
General Meeting.
3. Mr. Atsuji Toda has been submitted as an Independent Director/Auditor pursuant to the regulations of the Tokyo Stock
Exchange, and if he is reelected as proposed, he is planned to continue as such Independent Director/Auditor.
4. The Company has concluded a liability limitation agreement with Mr. Atsuji Toda, and if he is reelected, the Company
plans to continue with this agreement. A summary of this liability limitation agreement is as follows.

If an Audit & Supervisory Board Member is negligent in duties and becomes liable to the Company fordamages, the liability for damages shall be the minimum amount as stipulated by Article 425, Paragraph 1 of
the Companies Act.
The above liability limit for damages shall be accepted only in the case where the execution of duties whichcaused the liability was conducted by the Audit & Supervisory Board Member in good faith and withoutgross negligence.

- 13 -

(Reference)
1. Policies and procedures for selection of candidates for Director and Audit & Supervisory Board
Member(1) Candidates for Director
By introducing the Executive Officer System and separating execution and supervision, theCompany creates an appropriate scope of personnel to enable functioning of the Board of Directors.
In consideration of the business content, scale, and management environment, etc., of theCompany, personnel with knowledge, experience, and capacity to contribute to enabling
functionality of the Board of Directors are selected as candidates for Director upon consideration of
the overall balance and diversity of the Board of Directors.
Additionally, the Company selects two or more Outside Directors, seeks personnel in wide andvaried fields, and works to have candidates that satisfy the standards of independence defined by the
Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Director Nomination Standards, deliberation is carefully made in the Board of Directors, anddetermination is made.
(2) Candidates for Audit & Supervisory Board Member
In consideration of the business content, scale, management environment, and audit structure, etc.,
personnel that can audit the business execution conditions of Directors from a fair and objective
standpoint, have capacity to contribute to improvement of the health and transparency ofmanagement, and have a wealth of knowledge and experience regarding corporate management andbusiness operations are selected as candidates for Audit & Supervisory Board Member.
Additionally, the Company selects a majority of Outside Audit & Supervisory Board Members,seeks personnel in wide and varied fields, and works to have candidates that satisfy the standards of
independence defined by the Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Audit & Supervisory Board Member Nomination Standards, deliberation is carefully made in the
Board of Directors and upon resolution, a proposal is submitted to the Audit & Supervisory Board,and determination is made upon receiving approval.
2. Standards of independence for Outside Officers
To establish a corporate governance structure that can enable management with high transparency andstrong management supervision functions and aim to improve corporate value, standards for determining
independence of Outside Officers of the Company are defined as follows.
Additionally, Outside Officers shall maintain the below standards of independence after appointment,
and if changes are deemed to have occurred, evaluation shall be made in the Board of Directors.
The standard of independence shall be that none of the following items applies.
1) The person is or was within the past 10 years a business executor of the Company or a subsidiary of
the Company (hereinafter the “Group”).
2) The person was a major shareholder that held an investment stake of 5% or more in the Company ora business executor (Note) thereof within any of the past five fiscal years.
3) The person was a transaction partner of which the amount of transactions was over 1% ofconsolidated net sales of the Company or said transaction partner within the past three fiscal years
or a business executor thereof.
4) The person was a major lender of the Company or a business executor thereof within the past threefiscal years.
5) The person received donations in excess of 10 million yen per annum from the Group or wasaffiliated with an organization, etc., that received said donations within the past three fiscal years.
6) The person received remuneration in excess of 10 million yen per annum from the Group aside fromexecutive remuneration within the past three fiscal years.
7) The person is a spouse or relative within the second degree of a person to which 1) to 6) above
applies.
(Note) A business executor refers to Executive Directors and Executive Officers.
End- 14 -

Proposal 5:

Issuance of Stock Acquisition Rights as Stock Compensation-type Stock Options

1. Reason for issuing stock acquisition rights as stock options
The Company implemented an executive officer system in June 2005 as part of structuralreforms for its officer system, significantly reassessing the compensation system for Directors, andterminated its previous officer retirement benefits system. As a result, by placing Directors(excluding Outside Directors; the same applies hereinafter) and Executive Officers in a position
not only to share the benefits of higher stock prices but also the risks of lower stock prices withshareholders, the Company intends to provide added motivation and morale for improving thestock price and increasing corporate value, and proposes the following.
The Company proposes the issuance of gratis stock acquisition rights to Directors andExecutive Officers of the Company, as described in “Summary of issuance of stock acquisitionrights” below, that are exercisable from the day following retirement, and are stockcompensation-type stock options with a paid-in amount of 1 yen per share for exercise of eachstock acquisition right.
Furthermore, the Company also plans to allot gratis stock acquisition rights as stockcompensation-type stock options to Directors and Executive Officers in the future, on thecondition that approval is gained from a General Meeting of Shareholders of the Company foreach fiscal year in which the Directors and Executive Officers are in office.
2. Summary of issuance of stock acquisition rights(1) Persons subject to allotment of stock acquisition rights, number of persons, and number ofstock acquisition rights to be allotted
Directors of the Company (excluding Outside Directors) 5 persons 214 stock acquisition rights
Executive Officers of the Company
10 persons 199 stock acquisition rights(2) Class and number of shares to be allocated upon exercise of the stock acquisition rights
The upper limit will be 41,300 shares of ordinary stock of the Company.
The number of shares to be allocated upon exercise of each stock acquisition right (hereinafter
the “number of shares granted”) shall be 100 shares. However, in the event that the Company
conducts a stock split or reverse stock split of its ordinary stock on or after the date of issue(hereinafter the “issue date”), the number of shares granted shall be adjusted based on thefollowing formula (fractions of less than one share shall be rounded down), and the total numberof shares allocated by the stock acquisition rights shall be the post-adjustment number of shares
granted multiplied by the number of unexercised or unretired stock acquisition rights at the giventime.
Post-adjustment number of shares granted = Pre-adjustment number of shares granted × Ratioof split or reverse split
In addition to the above, in the event the Company conducts a capital reduction, a merger, or acompany split on or after the issue date, or other equivalent circumstances whereby an adjustment
to the number of shares granted is necessary, the Company may appropriately adjust the number ofshares granted, within reason, taking into consideration the conditions such as the capital reduction,
merger, or company split, and the total number of shares allocated by the stock acquisition rights
shall be the post-adjustment number of shares granted multiplied by the number of unexercised or
unretired stock acquisition rights at the given time.
(3) Total number of stock acquisition rights
413 stock acquisition rights(4) Paid-in amount for stock acquisition rights
There will be no paid-in cash requirement in exchange for the stock acquisition rights offering.
(5) Value of Assets to be Contributed Upon the Exercise of Stock Acquisition Rights
The value of assets contributed upon the exercise of each stock acquisition right shall be 1 yenfor every share that may be issued upon the exercise of the stock acquisition rights, multiplied by
the number of shares granted.
Furthermore, if the Company conducts a stock split or reverse stock split after the issue date
for the stock acquisition rights, the paid-in amount shall be adjusted based on the following
formula, and fractions of less than 1 yen shall be rounded up.

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Post-adjustment paid-in amount=Pre-adjustment paid-in amount×1
Ratio of split or reverse split(6) Period of exercising rights for stock acquisition rights
From July 1, 2019 to June 30, 2049.
(7) Exercise conditions for stock acquisition rights(i) Directors and Executive Officers may exercise stock acquisition rights only within ten (10)days of the day following retirement.
(ii) Each stock acquisition right may not be exercised in part.
(8) Increase in capital and capital reserve in the case of issuance of shares through the exerciseof stock acquisition rights(i) When shares are issued through the exercise of stock acquisition rights, the amount of capitalincrease shall be one-half of the maximum limit for increases in capital calculated inaccordance with Article 17, Paragraph 1 of the Company Accounting Ordinance, and fractionsof less than 1 yen shall be rounded up.
(ii) When shares are issued through the exercise of stock acquisition rights, the amount of capitalreserve to be added shall be determined by subtracting the amount of capital increase as
stipulated in (i) above from the maximum limit for increases in capital indicated in (i) above.
(9) Matters concerning the acquisition of stock acquisition rights(i) In the event the Company’s General Meeting of Shareholders approves (or resolutions by its
Board of Directors where the resolution of the General Meeting of Shareholders is notnecessary) a proposal for a merger agreement in which the Company is the extinct company,
proposal for an absorption-type merger agreement in which the Company is split or is planned
to be newly spun off, or a resolution for a stock exchange agreement or stock transfer plan inwhich the Company becomes a wholly-owned subsidiary, the Company is entitled to acquire
all existing stock acquisition rights gratis on a date separately determined by the Board of
Directors of the Company.
(ii) The Company may, at any time, acquire gratis unexercised stock acquisition rights held by theCompany.
(10) Limits on transferability of stock acquisition rights
Transfer of stock acquisition rights shall require the approval of the Board of Directors of theCompany.
(11) Treatment of stock acquisition rights during a reorganization
If the Company is subject to a merger (limited to a case where the Company ceases to exist
after to the merger), merger by absorption and spin-off, demerger, stock exchange or stock transfer(hereinafter “Reorganization”), it shall, pursuant to the provisions below, deliver new stockacquisition rights covering shares in the Reorganized Company as indicated in Article 236,
Paragraph 1, Items 8a through e of the Companies Act for the respective cases (hereinafter“Reorganized Company”), to the holder of the Company’s existing stock acquisition rights(hereinafter “Existing Stock Acquisition Rights”) on date the Reorganization becomes effective. In
this case, the Existing Stock Acquisition Rights will cease to exist and the Reorganized Company
will issue new stock acquisition rights. However, this shall be limited to the case whereby thedelivery of new stock acquisition rights for the Reorganized Company is stipulated in the merger
agreement, absorption-type merger agreement, spin-off agreement, stock exchange agreement, or
stock transfer plans in accordance with the conditions below.
(i) Number of new stock acquisition rights of the Reorganized Company to be provided
The same number as the number of existing stock acquisition rights that remain in thehands of the holders of stock acquisition rights shall be provided.
(ii) Class of shares of the Reorganized Company underlying the new stock acquisition rights
The class of shares underlying the new stock acquisition rights shall be the ReorganizedCompany’s ordinary stock.
(iii) Number of shares of the Reorganized Company underlying the new stock acquisition rights
To be determined in accordance with (2) above upon consideration of such factors as theconditions of the Reorganization.
(iv) Total amount to be invested upon exercise of new stock acquisition rights
The total amount to be invested upon exercise of the new stock acquisition rights allotted- 16 -

shall be, after consideration of factors such as the Reorganization, the post-adjustment paid inamount obtained from adjusting the exercise price as stated in (5) above, multiplied by the
number of shares of the Reorganized Company to be granted due to the exercise of new stockacquisition rights as stipulated in (iii) above.
(v) Exercise period for new stock acquisition rights
Between the first day of the period that that stock acquisition rights can be exercised asstated in (6) above and the effective date of the Reorganization, whichever is later, until the
final day of the period that stock acquisition rights can be exercised as stated in (6) above.
(vi) Increase in capital and capital reserve in case of issuance of shares through exercise of the
new stock acquisition rights
Determined in accordance with (8) above.
(vii) Restrictions on acquisition of stock acquisition rights via transfer
Acquisition of stock acquisition rights via transfer shall require resolution by the Board of
Directors of the Reorganized Company (if the Reorganized Company does not implement a
Board of Directors, a “Director”).
(viii) Reasons for acquisition and conditions for stock acquisition rights
Determined in accordance with (9) above.
(12) Allotment date for stock acquisition rights
July 1, 2019(13) Treatment of share certificates for stock acquisition rights
Share certificates for stock acquisition rights shall be issued only upon request by a holder ofstock acquisition rights.
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