This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 7236

June 5, 2020

To our shareholders:Tomio Miyazaki

President & COO

T.RAD Co., Ltd.
3-25-3 Yoyogi, Shibuya-ku, Tokyo 151-0053, JapanNOTICE OF THE 118TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to notify you of the 118th Ordinary General Meeting of Shareholders of T.RAD Co., Ltd. (the“Company”), which will be held as described below.
We would appreciate if instead of attending the meeting in person, you exercise your voting rights by oneof the following methods after reviewing the attached Reference Documents for the General Meeting of
Shareholders since you may exercise your voting rights in writing (by postal mail) or electronically (overthe Internet).

[If you are exercising your voting rights in writing]
Indicate your approval or disapproval of the proposals on the enclosed Voting Right Exercise Formand return it by postal mail to reach us no later than 5:30 p.m., Wednesday, June 24, 2020 (Japan
Standard Time).
[If you are exercising your voting rights over the Internet]
Access the Company’s designated website for exercising voting rights (https://www.web54.net) andfollowing the on-screen instructions to enter your approval or disapproval of the proposal no later than
5:30 p.m., Wednesday, June 24, 2020 (Japan Standard Time).
Please refer to “Information on exercising your voting rights over the Internet” on page 4 when
exercising your voting rights over the Internet.

Meeting Details
1. Date and time:
2. Venue:

Thursday, June 25, 2020 at 10:00 a.m. (Japan Standard Time)
3F Conference Room, Aioi Nissay Dowa Sonpo Shinjuku Bldg.
3-25-3 Yoyogi, Shibuya-ku, Tokyo

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 118th Term (from April 1, 2019
to March 31, 2020), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 118th Term (from April 1, 2019 to March 31,
2020)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of eight (8) Directors
Proposal 3:
Election of one (1) Audit & Supervisory Board Member
Proposal 4:
Establishment of a Plan for the Granting of Restricted Shares to Directors as
Remuneration

14. Information on exercising voting rights
Refer to “Information on exercising voting rights” on page 3.
5. Matters disclosed on the Internet
Of the documents to be provided with this Notice of the General Meeting of Shareholders, the mattersbelow have been posted on the Company’s website in accordance with the laws and regulations as wellas the provisions of Article 19 of the Articles of Incorporation and are not included in the attacheddocuments in this Notice. Accordingly, the attached documents in this Notice are a part of the documents
audited by the Audit & Supervisory Board Members or Accounting Auditor when preparing their audit
reports.
1. Consolidated Statement of Changes in Equity of the Consolidated Financial Statements
2. Notes to Consolidated Financial Statements of the Consolidated Financial Statements
3. Statement of Changes in Equity of the Non-Consolidated Financial Statements
4. Notes to Non-consolidated Financial Statements of the Non-Consolidated Financial Statements- If you are attending the meeting, please submit the enclosed Voting Right Exercise Form at the reception
desk. We also ask that you bring this Notice of the General Meeting of Shareholders as a material forthe proceeding of the meeting.
- If you are considering attending the meeting in person, we ask that you carefully judge whether it iscorrect to do so from the points of view of health and safety after checking the infection status of thenovel coronavirus disease (COVID-19). Starting this year, the Company will no longer give gifts toshareholders.
- If corrections are made to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Non-Consolidated Financial Statements or the Consolidated Financial Statements,
the corrected information shall be posted on the Company’s website.

2

Information on exercising voting rights
Voting rights may be exercised with one of the following three (3) methods.
1. If you attend the meeting
If you are attending the meeting, please submit the enclosed Voting Right Exercise
Form at the reception desk.
Date:
10:00 a.m., Thursday, June 25, 2020 (Japan Standard Time)If you are exercising your voting rights in writing
If you are exercising your voting rights in writing, please indicate your approval ordisapproval of the proposal on the enclosed Voting Right Exercise Form and returnit by post with no stamp affixed.
Deadline for exercising voting rights:
5:30 p.m., Wednesday, June 24, 2020 (Japan Standard Time; deadline for the
reception of the form)
If you are exercising your voting rights over the Internet
From a PC, smartphone or mobile phone, please access the website for exercising
voting rights (https://www.web54.net), enter the Voting Right Exercise Code andpassword written on the enclosed Voting Right Exercise Form and follow the onscreen instructions to enter your approval or disapproval of the proposal.
Deadline for exercising voting rights:
5:30 p.m., Wednesday, June 24, 2020 (Japan Standard Time; deadline forentry completion)(i) To prevent unauthorized access from individuals other than shareholders (“spoofing”)
and alteration of the details of exercised voting rights, note that shareholders using thismethod will be asked to change their password on the website for exercising voting
rights.
(ii) A new Voting Right Exercise Code and password will be provided each time there is a
notice of the General Meeting of Shareholders.
(iii) You will be liable for any fees incurred to access the website for exercising voting rights(such as Internet connection fees and telephone fees). Also, if you are using a mobile
phone, there will be packet communication fees and other such fees associated with theuse of a mobile phone. You will be liable for these fees.

**

If you exercise your voting rights multiple times over the Internet, the last time that you
exercise your voting rights will be treated as valid.
If you exercise your voting rights multiple times with different methods such as in writing (bypostal mail) and over the Internet, the details with which you exercised your voting rights overthe Internet will be treated as valid.

3

Information on exercising your voting rights over the Internet
To exercise your voting rights over the Internet, use a PC, smartphone or mobile phone to access thewebsite for exercising voting rights that is specified by the Company. Then, follow the on-screen
instructions to exercise your voting rights.
Website for exercising voting rights
https://www.web54.net
You can also connect to the website for exercising voting rights by reading the 2D code shown here witha smartphone or mobile phone equipped with a barcode reading function. For details on how to operate
this function, see the instruction manual of your smartphone or mobile phone.
Deadline for exercising voting rights: 5:30 p.m., Wednesday, June 24, 2020 (Japan Standard Time;deadline for entry completion)
Access the website for exercising
voting rights.

•Click “Next.”

Enter the Voting Right Exercise Codewritten on the Voting Right Exercise Form.

•Enter the Voting Right Exercise Code.
•Click “Sign in.”Enter the password written on the Voting
Right Exercise Form.

•Enter the initial password.
•Set the new password that you will actually use.
•Click “Register.”*The operation screens shown here are for reference purposes only.

Next, follow the on-screen instructions to enter your approval or disapproval.
Inquiries regarding exercising your voting rights over the Internet
Sumitomo Mitsui Trust Bank, Limited securities agent web support dedicated phone number
Toll-free number: +81 (0)120-652-031 (hours of operation: 9:00 a.m. to 9:00 p.m.)4

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Material

Proposal 1:

Appropriation of surplus

The Company proposes the appropriation of surplus as follows:
Matters related to year-end dividends
Although the environment surrounding the Company is very severe, the Company proposes to pay a
year-end dividend for the fiscal year as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥50 per common stock of the Company Total amount of dividends: ¥359,954,250(3) Effective date of distribution of dividends of surplus
June 26, 2020
Reference
Trends in cash dividend

115th period(Note) On October 1, 2017, the Company carried out a 1-for-10 reverse
share split of its common stock. The amount per share is calculated basedon this reverse share split.

■Interim ■Year-end(Yen)

116th period

118th period（Planned）

117th period5Proposal 2:

Election of eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of the following eight (8) Directors.
The candidates for Directors are as follows:
No.

Name

Current Position in the company

1

Hiromi Kano

Chairman & CEO[Reelection]

2

Tomio Miyazaki

President & COO[Reelection]

3

Yoshitaka Momose

Senior Managing Director[Reelection]

4

Kiyoshi Suzuki

Managing Director[Reelection]

5

Norio Kanai

Managing Executive Officer[New election]

6

Hiroshi Shimizu

Outside Director[Reelection][Outside Director][Independent officer]

7

Youichi Kamei

Outside Director[Reelection][Outside Director][Independent officer]

8

Yoshisada Takahashi

Outside Director[Reelection][Outside Director][Independent officer]

6

No.

Name (Date of birth)

Brief history, positions and assignments at the Company
Apr. 1970

Joined Toyo Radiator Co., Ltd. (currently T.RAD Co.,
Ltd.)

Jun. 2000

Director of Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)
President of CoPAR Inc. (currently T.RAD North
America, Inc.) and General Manager of North America
Sales Department of Toyo Radiator Co., Ltd. (currently
T.RAD Co., Ltd.)

Jun. 2002

Managing Director of Toyo Radiator Co., Ltd.
(currently T.RAD Co., Ltd.), in charge of business
operations in America / Europe

Apr. 2008

President and Representative Director of the Company

Jun. 2018

Chairman & CEO of the Company (present position)

Hiromi Kano
(October 24, 1945)[Number of the Company’s
shares owned]
26,128 shares
1[Number of years in office
as a Director of theCompany]
20 years[Number of attendances at
the Board of Directors
Meetings]
16/16[Reelection][Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Possessing extensive experience overseas and a wide range ofexperience centered on the area of sales, Hiromi Kano has been in
charge of group-wide management, providing strong leadership as
President and Representative Director beginning in April 2008 andserving as Chairman & CEO since June 2018. He has been selected asa candidate for Director because we believe he is suited to continue hisrole in management as the Company seeks to achieve the targets of the
11th management plan.

7

No.

Name (Date of birth)

Apr. 2002

Joined Honda Motor Co., Ltd.

Aug. 2002

Joined Wako Fundamental Technology Research Centerof Honda R&D Co., Ltd.

Oct. 2009

Joined Jinya Co., Ltd.

Oct. 2009

Representative Director of Jinya Co., Ltd.

(September 16, 1977)

Apr. 2012

Founded Jinya Connect Co., Ltd.

[Number of the Company’s
shares owned]
4,979 shares

Apr. 2012

Representative Director of Jinya Connect Co., Ltd.

Jun. 2014

Outside Director of the Company

Jun. 2017

Director in charge of Business Planning Department of
the Company

Jun. 2018

President & COO of the Company (present position)

Tomio Miyazaki

2

Brief history, positions and assignments at the Company[Number of years in office
as a Director of theCompany]
6 years[Number of attendances at
the Board of Directors
Meetings]
16/16[Reelection][Significant concurrent positions outside the Company]
President and CEO of T.RAD CONNECT Co., Ltd.
[Reason for Nomination as a Candidate for Director]
From June 2014, Tomio Miyazaki has actively provided opinions andadvice as Outside Director on the basis of extensive experience anddeep knowledge of corporate management. Since June 2018, he has
been responsible for execution of business as President & COO of theCompany and has been in charge of group-wide management,
providing strong leadership. He has been selected as a candidate for
Director because we believe he is suited to continue his role inmanagement as the Company seeks to achieve the targets of the 11th
management plan.

8

No.

Name (Date of birth)

Brief history, positions and assignments at the Company
Apr. 1981

Joined Toyo Radiator Co., Ltd. (currently T.RAD Co.,
Ltd.)

Oct. 2001

General Manager of Nagoya Works Plant Control
Dept. of Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Jul. 2002

General Manager of Hatano Works Plant Control
Dept. of Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Nov. 2003

General Manager of Hatano Works Production Dept.
and Plant Control Dept. of Toyo Radiator Co., ltd.
(currently T.RAD Co., Ltd.)

Jun. 2006

Executive Officer of the Company
President of T.RAD Czech s.r.oJul. 2008

Managing Executive Officer of the Company

Jun. 2009Managing Director of the Company

Apr. 2017

Supervised North America business, and in charge ofSales, Technical and Quality Division of theCompany

Jun. 2018

Senior Managing Director of the Company (present
position)

Apr. 2020

Supervising Technical and Quality Division and theProduction Engineering Center (present position)

Yoshitaka Momose(December 7, 1957)[Number of the Company’s
shares owned]
11,496 shares
3[Number of years in office
as a Director of theCompany]
11 years[Number of attendances at
the Board of Directors
Meetings]
16/16[Reelection][Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Yoshitaka Momose possesses extensive overseas experience and awide range of experience centered on the areas of production andsales, and he is familiar with global operations. In fiscal 2019, he
exercised strong leadership in the areas of overseas business and sales.
Since fiscal 2020, he has supervised technology, quality andproduction engineering. He has been selected as a candidate for
Director because we believe he is suited for a role in management as
the Company seeks to achieve the targets of the 11th management
plan.

9

No.

Name (Date of birth)

Kiyoshi Suzuki(February 25, 1959)[Number of the Company’s
shares owned]
3,212 shares

4[Number of years in office
as a Director of theCompany]
2 years[Number of attendances at
the Board of Directors
Meetings]
16/16[Reelection]

Brief history, positions and assignments at the Company
Apr. 1982

Joined Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Apr. 2003

Hatano Works General Manager of Production Dept.
of Toyo Radiator Co., Ltd. (currently T.RAD Co.,
Ltd.)

Sep. 2004

General Manager of TATA TOYO RADIATOR
LIMITED

Sep. 2007

General Manager of T.RAD North America, Inc.

Apr. 2010

Hatano Works General Manager of Production Dept.
of the Company

Apr. 2011

Nagoya Works General Manager of Production Dept.
of the Company

Jul. 2012

Hatano Works Plant Manager of the Company

Apr. 2017

Executive Officer of the Company

Jun. 2018

Managing Director of the Company (present
position)

Apr. 2019

Managing Director of the Company in charge of
Production, Purchasing and Production Engineering,
General Manager of Production Purchasing Dept.,
and Plant Manager of Production Engineering Centerof the Company

Apr. 2020

Supervising Production and Purchasing of theCompany (present position)[Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Kiyoshi Suzuki possesses a wide range of experience centered on theareas of production and production engineering and is familiar withplant management as well, having served as plant manager. Since
fiscal 2019, he has supervised production and purchasing and has
exercised strong leadership. He has been selected as a candidate for
Director because we believe he is suited for a role in management as
the Company seeks to achieve the targets of the 11th management
plan.

10

No.

Name (Date of birth)

Norio Kanai(June 25, 1959)[Number of the Company’s
shares owned]
5,712 shares

5

Brief history, positions and assignments at the Company
Apr. 1982

Joined The Dai-Ichi Kangyo Bank, Limited

Jul. 2008

General Manager of Structured Products Departmentof Mizuho Trust & Banking Co., Ltd.

Jul. 2010

Joined T.RAD Co., Ltd. as General Manager of
Accounting and Financial Affairs Dept.

Apr. 2012

Executive Officer of the Company

Jun. 2018

Managing Executive Officer of the Company (present
position)Jan. 2020

Supervising Accounting and Financial Affairs,
Business Planning and General Affairs, Officer incharge of Accounting, Financial Affairs and Business
Planning, and General Manager of Accounting and
Financial Affairs Dept. of the Company (present
position)[Number of years in office
as a Director of theCompany]
0 years[Number of attendances at
the Board of Directors
Meetings]--/-[New election][Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Since joining the Company, Norio Kanai has been in charge of theentirety of the Company’s accounting and financial affairs. He has
exercised strong leadership in management on the basis of,
predominantly, his financial analysis. Since fiscal 2020 he has used his
extensive experience and deep insight to supervise business planning.
He has been selected as a candidate for Director because we believe heis suited for a role in management as the Company seeks to achieve thetargets of the 11th management plan.

11

No.

Name (Date of birth)

Hiroshi Shimizu(September 11, 1947)[Number of the Company’s
shares owned]
0 shares6[Number of years in office
as a Director of theCompany]
3 years[Number of attendances at
the Board of Directors
Meetings]
15/16[Reelection][Outside Director][Independent officer]

Brief history, positions and assignments at the Company
Jun. 1976

Joined National Institute for Environmental Studies

Apr. 1997

Professor of Keio University

Apr. 2013

Emeritus Professor of Keio University (present
position)

Sep. 2013

President of e-Gle Co., Ltd. (present position)

Jun. 2017

Outside Director of the Company (present position)[Significant concurrent positions outside the Company]
Emeritus Professor of Keio University
President of e-Gle Co., Ltd.
[Reason for Nomination as a Candidate for Director]
Hiroshi Shimizu possesses extensive specialist knowledge andexperience as a university professor and Doctor of Engineering. Since
June 2017, he has been providing opinions and advice on generalmanagement of the Company as an Outside Director and has
satisfactorily fulfilled his duties. He has been selected as a candidate
for reelection as Outside Director because we hope that he will continue
to provide advice concerning the corporate activities of the Company
and supervise general management matters.

12

No.

Name (Date of birth)

Youichi Kamei

Brief history, positions and assignments at the Company
Oct. 2000

Registered as an attorney (Daini Tokyo Bar
Association)

Oct. 2000

Joined Asahi Law Offices

Jan. 2007

Made partner at Asahi Law Offices (present position)

Jun. 2017

Outside Director of the Company (present position)(October 16, 1956)[Number of the Company’s
shares owned]
0 shares7[Number of years in office
as a Director of theCompany]
3 years[Number of attendances at
the Board of Directors
Meetings]
15/16[Reelection][Outside Director][Independent officer][Significant concurrent positions outside the Company]
Partner at Asahi Law Offices[Reason for Nomination as a Candidate for Director]
Youichi Kamei was elected as Outside Director of the Company inJune 2017 and has fulfilled his duties based on his specialist legal
knowledge and experience as an attorney at law, particularly from thestandpoint of legal compliance. He has been selected as a candidate forreelection as Outside Director because we have determined that he will
fulfill his duties appropriately based on his high mindset of legal
compliance.

13

No.

Name (Date of birth)

Yoshisada Takahashi

Brief history, positions and assignments at the Company
Apr. 1978

Joined Komatsu Ltd.

Jun. 1995

Plant Manager of Komatsu Brasil International Ltda.

Oct. 1999

General Manager of Purchasing Dept., Awazu Plant,
Komatsu Ltd.

Mar. 2001

General Manager of Production Control Dept.,
Awazu Plant, Komatsu Ltd.

Apr. 2006

Executive Officer and Plant Manager of Awazu
Plant, Komatsu Ltd.

Apr. 2008

Executive Officer and Plant Manager of Osaka Plant,
Komatsu Ltd.

Apr. 2012

Senior Executive Officer, President of Production
Division, Supervising Industrial Machinery Businessand Environment of Komatsu Ltd.

Apr. 2016

Senior Executive Officer, Chief Information &Innovation Officer, President, Information Strategy
Division, and Supervising Production and Industrial
Machinery Business of Komatsu Ltd.

Apr. 2017

Executive Vice President, Chief Information &Innovation Officer, President, Information Strategy
Division, Supervising Production and Industrial
Machinery Business of Komatsu Ltd.

(December 8, 1955)[Number of the Company’s
shares owned]
0 shares8[Number of years in office asa Director of the Company]
1 year[Number of attendances at theBoard of Directors Meetings]
Apr. 2019
11/12[Reelection][Outside Director][Independent officer]

Advisor to President of Komatsu Ltd.

Jun. 2019

Outside Director of the Company (present position)

Jul. 2019

Consultant of Komatsu Ltd. (present position)

Sep. 2019

Consultant of Ishikawa Prefecture (present position)[Significant concurrent positions outside the Company]
Consultant of Komatsu Ltd.
Consultant of Ishikawa Prefecture (in charge of industry promotion)[Reason for Nomination as a Candidate for Director]
Since his election to the position of Outside Director of theCompany in June 2019, Yoshisada Takahashi has satisfactorily
fulfilled his duties by providing opinions and advice on generalmanagement of the Company on the basis of his extensive
experience and deep knowledge of corporate management. He has
been selected as a candidate for reelection as Outside Director
because we hope that he will continue to provide advice concerning
the corporate activities of the Company and supervise generalmanagement matters.

14

Notes:1. There is no special interest between the candidates and the Company.
2. The number of the Company’s shares owned includes shares of stock in Officer’s
Shareholding Association.
3. Hiroshi Shimizu, Youichi Kamei, and Yoshisada Takahashi are candidates for Outside
Director.
4. There is an advisory contract between Youichi Kamei and the Company, and the Company
pays the remuneration defined by the office he belongs to.
5. Hiroshi Shimizu, Youichi Kamei and Yoshisada Takahashi are currently Outside Directorsof the Company, and their terms of office as Outside Directors will be three (3) years for
Hiroshi Shimizu and Youichi Kamei and one (1) year for Yoshisada Takahashi at theconclusion of this Ordinary General Meeting of Shareholders.
6. The Company has reported Hiroshi Shimizu and Youichi Kamei to the Tokyo Stock
Exchange as independent officers as defined by the Exchange, and if their reelections areapproved, they will continue to serve as independent officers. Also, if Yoshisada Takahashi
is reelected as Outside Director, the Company intends to report him to the Tokyo Stock
Exchange as an independent officer as defined by the Exchange.
7. Yoshisada Takahashi was a person who executed business for Komatsu Ltd., a specified
associated service provider (an important counterparty) of the Company, within the past five(5) years. Note that his positions and assignments at that company during the past five (5)years are as noted in the above “Brief history, positions and assignments at the Company.”
8. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Hiroshi Shimizu, Youichi Kamei and Yoshisada Takahashi to limit their
liability for damages under Article 423, paragraph 1 of the same Act. Their maximum amountof the liability for damages under these agreements is the amount stipulated by laws andregulations, and the Company intends to continue the agreements with Hiroshi Shimizu,
Youichi Kamei and Yoshisada Takahashi if their reelections are approved.

15

Proposal 3:

Election of one (1) Audit & Supervisory Board Member

The term of office of Audit and Supervisory Board Member Yasutaka Ohba will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes theelection of one (1) Audit and Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for Audit and Supervisory Board Member is as follows.
Name (Date of birth)

Brief history and positions at the Company
Mar. 1976

Registered as a certified public accountant

Yasutaka Ohba

Aug. 1976

Registered as a licensed tax accountant(March 28, 1949)

Jul. 1981[Number of the Company’s
shares owned]
0 sharesDirector of the Ohba Office of Certified Public
Accountants (present position)

Jun. 2008

Outside Audit and Supervisory Board Member of theCompany (present position)[Number of years in office
as a Director of theCompany]
12 years[Number of attendances at
the Audit & Supervisory
Board Meetings]
16/16[Reelection][Outside Director][Independent officer][Significant concurrent positions outside the Company]
Director of the Ohba Office of Certified Public Accountants
Representative Director of Ohba Management Consultants Co., Ltd.
[Reason for Nomination as a Candidate for Outside Audit andSupervisory Board Member
Since his election to the position of Outside Audit and Supervisory
Board Member of the Company in June 2008, Yasutaka Ohba hassatisfactorily fulfilled his duties by providing opinions and advice as acertified public accountant at Board of Directors Meetings and Audit& Supervisory Board Meetings on the basis of his specialized
knowledge and experiences in the fields of financial affairs andaccounting. He has been selected as a candidate for Audit andSupervisory Board Member because we have determined that he willcontinue to fulfill his duties appropriately.

Notes:
1. There is no special interest between the candidate and the Company.
2. Yasutaka Ohba is a candidate for Outside Audit and Supervisory Board Member.
3. Yasutaka Ohba is currently an Outside Audit and Supervisory Board Member of theCompany, and his term of office as Outside Audit and Supervisory Board Member will be
12 years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has reported Yasutaka Ohba to the Tokyo Stock Exchange as an independent
officer as defined by the Exchange, and if his reelection is approved, he will continue to serveas an independent officer.
5. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Yasutaka Ohba to limit his liability for damages under Article 423, paragraph
1 of the same Act. His maximum amount of the liability for damages under these agreements
is the amount stipulated by laws and regulations, and the Company intends to continue theagreements with him if his reelection is approved.

16

Proposal 4:
Establishment of a Plan for the Granting of Restricted Shares to Directors as
Remuneration
An approval was made at the Ordinary General Meeting of Shareholders held on June 28, 2017, to
set the maximum yearly amount of remuneration for Directors of the Company to ¥350 million (inwhich the maximum yearly amount for Outside Directors is ¥20 million; however, this does notinclude salaries for employees serving concurrently as Directors). However, with the purposes ofproviding Directors (excluding Outside Directors; hereinafter the “Eligible Directors”) with the
incentive to plan for the continued improvement of the Company’s corporate value and of further
proceeding with the sharing of value with all shareholders, the Company asks for the approval of thepayment of remuneration, which differs from the above remuneration, to Eligible Directors so as toallow for the new granting of restricted shares.
The total amount of cash remuneration provided to Eligible Directors (as specified by this proposal)
for the granting of restricted shares shall not exceed ¥100 million per year, which is deemed to beappropriate in consideration of the aforementioned purposes. Also, the specifics on the allocation of
payments to each Eligible Director of the Company shall be determined by resolution of the Boardof Directors.
Currently, there are five (5) Eligible Directors. If Proposal 2 is approved and adopted in its originalform, the number of Eligible Directors will remain five (5).
Eligible Directors shall, based on a resolution of the Company’s Board of Directors, make an in-kind
contribution of all the monetary remuneration receivables to be granted according to this proposal,
and receive shares of common stock of the Company that shall be issued or disposed of by theCompany and for which the total number of shares of common stock of the Company to be issued or
disposed for the Eligible Directors shall not exceed 80 thousand shares per year. (However, the total
number may be adjusted within a reasonable range in the case that a share split (including an
allotment of the Company’s common stock without contribution) or a share consolidation of theCompany’s common stock is conducted, or any other reason that requires an adjustment to the total
number of common stock to be issued or disposed of by the Company as restricted shares, on or after
the day on which this proposal is approved and adopted.) The amount to be paid per share shall be
determined at the Board of Directors Meetings based on the average of the closing prices of common
stock of the Company on the Tokyo Stock Exchange for a period of 30 business days up to thebusiness day immediately preceding the day of the resolution of the Board of Directors Meetings,
within a scope which would not be considered specially advantageous to the Eligible Directors
receiving the allotment of the common stock. With regard to the issuance or disposal of the common
stock of the Company, an agreement on allotment of the restricted shares that includes the provisions
as summarized below (hereinafter the “Allotment Agreement”) shall be entered into between the
Company and each Eligible Director.
(1) Regarding common stock of the Company allotted according to the Allotment Agreement(hereinafter the “Allotted Shares”), Eligible Directors must not transfer, set security rights on orotherwise dispose of these shares (hereinafter the “Transfer Restrictions”) during a period(hereinafter the “Transfer Restriction Period”) defined as from the day that the Allotted Sharesare granted to the day that the Eligible Director resigns from the position of Director of theCompany or from some other position prescribed by the Board of Directors of the Company orretires from the Company (However, if a Director resigns from his or her position or retires fromthe Company before three (3) months have passed after the passing of the fiscal year containing
the day on which Allotted Shares are granted, the ending day of this period shall be a day that is
separately determined by the Board of Directors of the Company and is within six (6) months after
the passing of the corresponding fiscal year provided such a day exists.).

17

(2) If an Eligible Director resigns from his or her position or retires from the Company specified in
the provisions of (1) above before the expiration of a period as determined by the Company’s
Board of Directors (hereinafter referred to as the “Service Provision Period”), the Company shallacquire the Allotted Shares by rights without contribution, unless there is a reason the Company’s
Board of Directors deems justifiable.
(3) On the condition that an Eligible Director continuously maintains his or her position specified in
the provisions of (1) above during the Service Provision Period, the Company shall lift theTransfer Restrictions for all Allotted Shares upon expiration of the Transfer Restriction Period. If,
however, an Eligible Director resigns from his or her position or retires from the Company
specified in the provisions of (1) above before expiration of the Service Provision Period for areason the Company’s Board of Directors deems justifiable as specified in the provisions of (2)above, the Company shall make reasonable adjustments to the number of the Allotted Shares forwhich the Transfer Restrictions are lifted as necessary.
(4) The Company shall acquire without contribution the Allotted Shares for which the Transfer
Restrictions have not been lifted at the expiration of the Transfer Restriction Period in accordancewith the provisions of (3) above.
(5) Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, mattersrelating to a merger agreement in which the Company is the dissolving company, a share exchange
agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, orother reorganization, etc. are approved at the Company’s General Meeting of Shareholders (or in
the case where the approval at the Company’s General Meeting of Shareholders is not required inrelation to the reorganization, etc. in question, a meeting of the Company’s Board of Directors),
the Company shall lift the Transfer Restrictions on the Allotted Shares in the number that isreasonably determined based on the length of the period from the date of commencement of theService Provision Period to the date of approval for the reorganization, etc., by resolution of theCompany’s Board of Directors prior to the effective date of the said reorganization, etc.
(6) In cases specified in the provision of (5) above, the Company shall acquire by rights without
contribution the Allotted Shares for which the Transfer Restrictions have not been lifted inaccordance with the above provision of (5) at the time immediately following the lifting of theTransfer Restrictions.
(7) The method for expressing intentions and giving notifications in the Allotment Agreement, themethod for amending the Allotment Agreement, and other matters to be determined by the Boardof Directors shall be laid out in the Allotment Agreement.
(Reference)
The Company plans to grant to its Managing Executive Officers restricted shares that are the same as
those described above.

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