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

(Securities Code: 2410)
November 24, 2023
To our shareholders:
Hiromi Tada,
Chairman and CEO
Career Design Center Co., Ltd.
21-20 Akasaka 3-chome, Minato-ku, Tokyo

Notice of the 32nd Annual General Meeting of Shareholders
We are pleased to announce the 32nd Annual General Meeting of Shareholders of Career Design Center Co., Ltd.
(the “Company”), which will be held as indicated below.
The Company requests that you make a judgment regarding your attendance at this General Meeting of Shareholders,taking into consideration the status of the novel coronavirus (COVID-19) outbreak and your own physical conditionon the day of the meeting.
In convening this meeting, the Company has taken measures for providing information in electronic format, anditems for which measures for electronic provision are taken have been posted on the Company’s website as “Noticeof the 32nd Annual General Meeting of Shareholders.”
The Company’s website:
https://cdc.type.jp/ir/annual/ (in Japanese)
In addition to posting items subject to measures for electronic provision on the Company’s website, the Company
also posts this information on the website of Tokyo Stock Exchange (TSE). Please access the TSE website shown
below, enter “Career Design Center” in “Issue name (company name)” or the Company’s securities code “2410” in“Code,” and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here for access” under “[Noticeof General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

If you are unable to attend the meeting on the day of the meeting, you can exercise your voting rights in advance inwriting or via the internet, etc., please review the Reference Documents for General Meeting of Shareholders
mentioned below and exercise your voting rights by 5:45 p.m. on Thursday, December 14, 2023 (JST), following the
instructions provided below.

-1-1. Date and Time: Friday, December 15, 2023, at 11:00 a.m. (Reception starts at 10:30 a.m.) (JST)
2. Venue:
Banquet Room Orizuru Sho, The Main Bldg. Arcade Floor/B1 Floor, Hotel New Otani
4-1 Kioi-cho, Chiyoda-ku, Tokyo
The provision of gifts and other items to attendees has been cancelled once again this fiscal year from the perspectiveof preventing the spread of COVID-19 infections. Thank you for your understanding.
3. Purpose of the Meeting
Matters to be reported
1. The Business Report for the 32nd fiscal year (from October 1, 2022 to September 30, 2023)
2. The Non-consolidated Financial Statements for the 32nd fiscal year (from October 1, 2022 to September 30,
2023)
Matters to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Revisions to Restricted Share-based Remuneration Plan for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members and outside Directors)
4. Matters to be Determined at the Convocation of the Meeting(1) If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the
proposals on the voting form, it will be treated as an indication of approval.
(2) If you exercise your voting rights by proxy, one other shareholder who holds voting rights may attend themeeting as your proxy. However, please note that it will be necessary to submit a document proving yourauthority of representation.
◎

1. When you attend the meeting, you are kindly requested to present the voting form enclosed with thisNotice at the reception. The reception desk opens at 10:30 a.m. on the day.
2. If revisions to the items subject to measures for electronic provision arise, a notice of the revisions andthe details of the items before and after the revisions will be posted on the Company’s aforementioned
website and the TSE website.
3. At this Shareholders’ Meeting, regardless of whether or not a request for delivery of the paper-based
documents has been made, the Company uniformly delivers the documents stating the items subject toelectronic provision. Among the items subject to measures for electronic provision, in accordance withthe provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company, thefollowing items are not provided in the delivered paper-based documents.
4. Please be aware that in consideration of the impact of COVID-19, there will be no souvenirs at the Annual
General Meeting of Shareholders for this fiscal year.

-2-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as an important issue, and it maintains a basic policyof distributing profits in line with the operating results, while comprehensively considering the necessity of enhancing
internal reserves, the Company’s financial position and other factors.
For the fiscal year under review, the Company proposes to pay a year-end dividend as follows, by comprehensively
considering the business performance, financial position, etc. of the Company during the fiscal year:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and aggregate amount thereof
The Company proposes to pay a dividend of ¥70 per common share of the Company. (of which, an ordinary
dividend is ¥50, a special dividend is ¥5, and a commemorative dividend is ¥15.)
In this event, the total dividends will be ¥388,821,090.
(3) Effective date of dividends of surplus
The effective date of dividends will be December 18, 2023.

-3-

Proposal No. 2

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all eight Directors (excluding, however, Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of six Directors, reducing the number of Directors by two to enhancethe efficiency of the management structure following the introduction of the executive officer system.
This proposal has passed through deliberation and reporting by the Nomination and Remuneration Committee whose
majority is comprised of independent outside Directors. The Company’s Audit and Supervisory Committee has no
matters of special note to report.
The candidates for Director are as follows:
Candidate
No.

Name

Position and responsibility in the Company

1

Hiromi Tada

Chairman and CEO

Reelection

2

Yusuke Kayama

Senior Managing Director in charge of Media Information
Business Unit

Reelection

3

Yutaka Nishiyama

Senior Managing Director in charge of Corporate Planning

Reelection
Reelection

4

Yoshiyuki Wada

Outside Director

OutsideIndependent
Reelection

5

Tetsuo Saitou

Outside Director

OutsideIndependentNewelection

6

Yukiko Miyaji

OutsideIndependentNewelection: Candidate for Director to be newly elected

Reelection: Candidate for Director to be reelected

Outside: Candidate for outside Director

Independent : Independent officer registered with the securities exchange-4-Candidate No. 1

Hiromi Tada
Reelection

Member of Nomination andRemuneration Committee
Date of birth
July 2, 1947
Number of the Company’s shares
owned
1,209,612
Attendance at Board of Directors
meetings
14/14
Candidate No. 2

Yusuke Kayama
Reelection

Date of birth
April 28, 1978
Number of the Company’s shares
owned
8,237
Attendance at Board of Directors
meetings
14/14

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
January 1977
Joined Japan Recruit Center Co., Ltd. (currently Recruit
Holdings Co., Ltd.)
August 1986
Director of Japan Recruit Center Co., Ltd.
July 1993
CEO upon establishment of the Company
October 2006
Chairman and CEO of the Company (current position)
October 2013
Director of Career Design IT Partners Co., Ltd.
March 2018
Chairman of Career Design IT Partners Co., Ltd.
Reasons for nomination as candidate for Director
He is the founder of the Company and has extensive knowledge of corporate
management, and based on his performance as the Company’s CEO, the Company
renominates him as a candidate for Director.

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
April 2001
Joined Kinki Nippon Tourist Co., Ltd.
October 2002
Joined the Company
October 2008
General Manager of Career Sales Department of theCompany
October 2012
General Manager of Career Sales Bureau of the Company
July 2013
General Manager of Career Sales Administration Bureau of
the Company
October 2013
General Manager of Career Sales Division of the Company
December 2014
Director, General Manager of Career Sales Division of theCompany
October 2015
Director, General Manager of Media Sales Division of theCompany
October 2020
Managing Director in charge of Media Information Business
Unit of the Company
October 2023
Senior Managing Director in charge of Media Information
Business Unit of the Company (current position)
Reasons for nomination as candidate for Director
As a Director of the Company, he contributes to the Company’s performance in the
Company’s Media Information Business Unit. Therefore, the Company
renominates him as a candidate for Director.

-5-Candidate No. 3

Yutaka Nishiyama
Reelection

Date of birth
December 24, 1982
Number of the Company’s shares
owned
19,529Attendance at Board of Directors
meetings
14/14

Candidate No. 4

Yoshiyuki Wada
Reelection
OutsideIndependent

Chairman of Nomination andRemuneration Committee
Date of birth
March 2, 1951
Number of the Company’s shares
owned
13,293
Attendance at Board of Directors
meetings
14/14

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
April 2005
Joined the Company
October 2011
General Manager of Corporate Planning Department of theCompany
October 2012
General Manager of Corporate Planning Division of theCompany
December 2012
Director, General Manager of Corporate Planning Bureau of
the Company
December 2016
Director of Career Design IT Partners Co., Ltd.
October 2020
Director in charge of Corporate Planning of the Company
October 2021
Managing Director in charge of Corporate Planning of theCompany
October 2023
Senior Managing Director in charge of Corporate Planningof the Company (current position)
Reasons for nomination as candidate for Director
As a Director of the Company, he is involved in the administration of the Company
and contributes to the Company’s performance. Therefore, the Company
renominates him as a candidate for Director.
Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
April 1974
Joined Coopers & Lybrand Japan
June 1977
Joined Chuo Audit Corporation
September 1978
Registered as a certified public accountant
June 1988
Senior Partner of Chuo Audit Corporation
July 2000
General Manager of Business Development Division of
ChuoAoyama Audit Corporation
May 2003
Executive Board Member in charge of businessdevelopment of ChuoAoyama Audit Corporation
August 2007
Senior Partner of Grant Thornton Taiyo ASG (currently
Grant Thornton Taiyo LLC)
September 2014
Audit & Supervisory Board Member of Zero Co., Ltd.
October 2014
Supervisory Director of Kenedix Retail REIT Corporation
June 2015
Director of Forval Telecom, Inc. (current position)
December 2015
Outside Director of the Company (current position)
June 2016
Director of VIVA HOME CORPORATION
August 2016
Representative of Wada Accounting Office (current
position)
September 2017
Director of Zero Co., Ltd. (current position)
April 2021
Outside Audit & Supervisory Board Member of
KURIBAYASHI STEAMSHIP Co., Ltd. (current position)
January 2022
Representative Director and President of KIC Co., Ltd.
(current position)
Reasons for nomination as candidate for outside Director and overview of expectedroles
As a certified public accountant, he has extensive experience and knowledge basedon his audits at an audit corporation and he is expected to enhance the Company’s
governance system and to provide advice on overall management. Therefore, theCompany renominates him as a candidate for outside Director.

-6-

Candidate No. 5

Tetsuo Saitou
Reelection
OutsideIndependent

Member of Nomination andRemuneration Committee
Date of birth
March 25, 1954
Number of the Company’s shares
owned
2,645
Attendance at Board of Directors
meetings
14/14

Candidate No. 6

Yukiko Miyaji
Newelection
OutsideIndependent

Date of birth
July 7, 1972
Number of the Company’s shares
owned
0Attendance at Board of Directors
meetings–

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
April 1977
Joined Tokyo Stock Exchange (currently Japan ExchangeGroup, Inc.)
May 1997
Representative Director of Work Two Co., Ltd. (current
position)
April 2006
Audit & Supervisory Board Member of Arax Co., Ltd.
(current position)
May 2009
Audit & Supervisory Board Member of DD GROUP Co.,
Ltd. (current position)
June 2012
Audit & Supervisory Board Member of DM Solutions Co.,
Ltd. (current position)
December 2015
Outside Director of the Company (current position)
March 2016
Director of OTSUKA CORPORATION (current position)
Reasons for nomination as candidate for outside Director and overview of expectedroles
In addition to serving as a listing examiner at Tokyo Stock Exchange, Inc., he has
extensive experience related to operation of listed companies and he is expected toenhance the Company’s governance system and to provide advice on overallmanagement. Therefore, the Company renominates him as a candidate for outside
Director.
Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
April 1995
Joined WWB Japan Corporation
May 2000
Joined Corporate University Platform, Co., Ltd.
August 2010
Specially Appointed Lecturer (fixed term), Graduate Schoolof Media and Governance, Keio University (current
position)
May 2018
Representative Director of Corporate University Platform,
Co., Ltd. (current position)
Reasons for nomination as candidate for outside Director and overview of expectedroles
In addition to her business experience in supporting micro business start-ups andconsulting for companies, she has broad expertise and experience in employee
career counseling, human resource development and personnel training, and she isexpected to enhance the Company’s governance system and to provide advice inthe areas of human resources and sustainability management from an independent
standpoint. Therefore, the Company nominates her as a candidate for outside
Director.

-7-

Notes:1. The number of the Company’s shares owned by each candidate indicates the number of shares owned as of the end of the
fiscal year under review (September 30, 2023). Moreover, the number includes their shareholdings in the Career Design
Center Officers’ Shareholding Association.
2. There is no special interest between any of the candidates and the Company.
3. Yoshiyuki Wada, Tetsuo Saitou, and Yukiko Miyaji are candidates for outside Director.
4. Yoshiyuki Wada and Tetsuo Saitou are currently outside Directors of the Company. At the conclusion of this meeting, theirtenure as outside Directors will have been eight years.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Yoshiyuki Wada and Tetsuo Saitou to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If theirreelections are approved, the Company plans to renew the aforementioned agreements with them. If the election of Yukiko
Miyaji is approved, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company plans toenter into an agreement with her to limit her liability for damages under Article 423, paragraph (1) of the same Act to theminimum liability amount provided for by Article 425, paragraph (1) of the same Act.
6. The Company has submitted notifications to Tokyo Stock Exchange, Inc. that Yoshiyuki Wada and Tetsuo Saitou havebeen appointed as independent officers as provided for by the aforementioned exchange. If their reelections are approved,
the Company plans for their appointment as independent officers to continue. In addition, if the election of Yukiko Miyaji
is approved, the Company plans to register her as an independent officer as provided for by Tokyo Stock Exchange, Inc.
7. The Company has entered into a directors and officers liability insurance policy with an insurance company, and if eachcandidate is elected and assumes office as a Director, he/she will be insured under the policy. In addition, the Company
plans to renew the policy with the same terms when the policy is renewed.

-8-

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting.
Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee Members.
This proposal has passed through deliberation and reporting by the Nomination and Remuneration Committee whose
majority is comprised of independent outside Directors, and the consent of the Company’s Audit and Supervisory
Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.
1

Name
Ryohei Kikuchi

Position and responsibility in the Company
Director (Full-Time Audit and Supervisory Committee Member)

Reelection
Reelection

2

Takashi Sugawara

Outside Director (Audit and Supervisory Committee Member)

OutsideIndependent
Reelection

3

Haruhiko Minami

Outside Director (Audit and Supervisory Committee Member)

OutsideIndependent

Reelection: Candidate for Director to be reelected

Outside: Candidate for outside Director

Independent : Independent officer registered with the securities exchange-9-Candidate No. 1

Ryohei Kikuchi
Reelection

Date of birth
November 14, 1975
Number of the Company’s shares
owned
8,521
Attendance at Board of Directors
meetings
14/14

Candidate No. 2

Takashi Sugawara
Reelection
OutsideIndependent

Date of birth
December 16, 1953
Number of the Company’s shares
owned
492
Attendance at Board of Directors
meetings
13/14

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
April 1998
Joined the Company
April 2008
General Manager of Sales Department of the Company
January 2009
General Manager of Editorial Department of the Company
October 2009
General Manager of Editorial Department and Sales
Department and Head of Personal Information Protection
Management Office of the Company
April 2011
General Manager of Budget Control Department, and Headof Assessment Office and Head of Personal Information
Protection Management Office of the Company
April 2012
Head of Internal Audit Office of the Company
January 2014
Audit & Supervisory Board Member (full-time) of Career
Design IT Partners Co., Ltd.
December 2016
Audit & Supervisory Board Member of the Company
April 2017
Audit & Supervisory Board Member (full-time) of theCompany
December 2021
Director of the Company (Full-Time Audit and Supervisory
Committee Member) (current position)
Reasons for nomination as candidate for Director who is Audit and Supervisory
Committee Member
He is judged to be able to conduct appropriate audits based on his experience as an
Audit and Supervisory Committee Member and the Company’s Internal Audit
Office personnel. Therefore, the Company renominates him as a candidate for
Director who is Audit and Supervisory Committee Member.
Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
October 1978
Joined Shinko Audit Corporation (merged with Chuo Audit
Corporation in 1988)
March 1982
Registered as certified public accountant
September 1997
Senior Partner of Chuo Audit Corporation
July 2007
Joined Ernst & Young ShinNihon (currently Ernst & Young
ShinNihon LLC)
Senior Partner
June 2016Retired from Ernst & Young ShinNihon LLC
July 2016
Audit Advisor of Tokyo Seika Co., Ltd.
June 2017
Full-time Audit & Supervisory Board Member of Tokyo
Seika Co., Ltd. (current position)
December 2017
Outside Audit & Supervisory Board Member of theCompany
December 2021
Outside Director of the Company (Audit and Supervisory
Committee Member) (current position)
Reasons for nomination as candidate for outside Director who is an Audit andSupervisory Committee Member and overview of expected roles
He has a wealth of knowledge related to financial affairs and he is expected toenhance the Company’s governance system and to provide advice on overallmanagement drawing on his professional perspective as a certified public
accountant. Therefore, the Company renominates him as a candidate for outside
Director who is an Audit and Supervisory Committee Member.

- 10 -

Candidate No. 3

Haruhiko Minami
Reelection
OutsideIndependent

Date of birth
April 24, 1952
Number of the Company’s shares
owned
10,821
Attendance at Board of Directors
meetings
14/14

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
April 1975
Joined The Sumitomo Bank, Limited (currently Sumitomo
Mitsui Banking Corporation)
October 1998
Seconded to Sohgoh Real Estate Co., Ltd.
September 2003
Joined Sohgoh Real Estate Co., Ltd.
Managing Director of Sohgoh Real Estate Co., Ltd.
April 2009
Representative Director and President of Rene Storia AssetManagement, Inc.
April 2011
Vice President and Executive Officer of Sohgoh Housing
Service Co., Ltd.
June 2011
Representative Director and President of Sohgoh Housing
Service Co., Ltd.
June 2015
Audit & Supervisory Board Member of SGREALTY CO.,LTD.
December 2019
Outside Audit & Supervisory Board Member of theCompany
December 2021
Outside Director of the Company (Audit and Supervisory
Committee Member) (current position)
Reasons for nomination as candidate for outside Director who is an Audit andSupervisory Committee Member and overview of expected roles
He has a wealth of knowledge related to financial affairs and extensive experience
as a manager, and he is expected to enhance the Company’s governance systemand to provide advice on overall management. Therefore, the Company
renominates him as a candidate for outside Director who is an Audit andSupervisory Committee Member.

- 11 -

Notes:1. The number of the Company’s shares owned by each candidate indicates the number of shares owned as of the end of the
fiscal year under review (September 30, 2023). Moreover, the number includes their shareholdings in the Career Design
Center Officers’ Shareholding Association.
2. There is no special interest between any of the candidates and the Company.
3. Takashi Sugawara and Haruhiko Minami are candidates for outside Director.
4. Takashi Sugawara and Haruhiko Minami are currently outside Directors of the Company. At the conclusion of this meeting,their tenure as outside Directors will have been two years.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Takashi Sugawara and Haruhiko Minami to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If theirreelections are approved, the Company plans to renew the aforementioned agreements with them.
6. The Company has submitted notifications to Tokyo Stock Exchange, Inc. that Takashi Sugawara and Haruhiko Minami
have been appointed as independent officers as provided for by the aforementioned exchange. If their reelections areapproved, the Company plans for their appointment as independent officers to continue.
7. The Company has entered into a directors and officers liability insurance policy with an insurance company, and if eachcandidate is elected and assumes office as a Director who is an Audit and Supervisory Committee Member, he/she will be
insured under the policy. In addition, the Company plans to renew the policy with the same terms when the policy isrenewed.

- 12 -

(Reference) Skills Matrix of the Board of Directors (at the conclusion of this General Meeting of Shareholders)
The following is a list of the abilities and experience possessed by the Company’s Directors.

Name

Nomination
Independentandofficer
Remuneration
Committee

Position in the
Company

Hiromi
Tada

Chairmanand CEO
SeniorYusukeManaging
KayamaDirector
SeniorYutakaManaging
Nishiyama
Director
Yoshiyuki Outside
Wada
Director
TetsuoOutsideSaitouDirector
YukikoOutsideMiyaji
Director
Ryohei
Kikuchi

Director

Takashi
Sugawara

OutsideDirector

Haruhiko
Minami

OutsideDirector●●●(Chairman)●●

Skills (knowledge, experience and abilities)
Corporate
Industry
Human
Financial
Risk
Business
ESG
management knowledge
resources accounting management
●

●

●

●

●

●

●

●

●
Full-Time
Audit andSupervisory
Committee
MemberAudit andSupervisory
Committee
MemberAudit andSupervisory
Committee
Member

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Corporate management

Knowledge, experience and abilities in corporate management

Industry knowledge

Knowledge, experience and abilities related to human resources businessBusiness

Knowledge, experience and abilities related to business operations

Human resources

Knowledge, experience and abilities related to human resources and humanresource development

Financial accounting

Knowledge, experience and abilities related to finance, accounting andtaxation

Risk management

Knowledge, experience and abilities related to risk management andcompliance

ESG

Knowledge, experience and abilities related to ESG and sustainability

Skills- 13 -

Proposal No. 4

Revisions to Restricted Share-based Remuneration Plan for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members and outside Directors)

The 30th Annual General Meeting of Shareholders held on December 17, 2021, passed the following resolutions withthe aim to provide incentives to the Eligible Directors to sustainably increase the Company’s corporate value andfurther promote a sense of shared value: to introduce a Restricted Share-based Remuneration Plan (the “Plan”) for
the Company’s Directors (excluding Directors who are Audit and Supervisory Committee Members and outside
Directors; the “Eligible Directors” hereinafter); to set, under the Plan, an amount of no more than 80 million yen
annually as the total amount of monetary remuneration claims to be paid to the Eligible Directors as remuneration,etc. related to restricted shares; to limit the total number of restricted shares allotted to Eligible Directors in eachfiscal year to a maximum of 65,000 shares; to extend the transfer restriction period of restricted shares from the dateof delivery of restricted shares to the date of retirement from the position of Director; and other matters.
In addition to the above, in conjunction with the introduction of the executive officer system resolved at the meetingof the Board of Directors held on November 20, 2023, the Board of Directors resolved on the same day to further
enhance the Eligible Directors’ willingness to contribute to sustainably increasing the Company’s corporate value
and achieve value-sharing with shareholders for as long as possible, by designating executive officers as eligible forallotment under the Plan and having the Eligible Directors continue to hold the restricted shares during the period inwhich they remain executive officers after they left their position. For the aims above, the Company proposes topartially revise the Plan as follows.
The Company deems that the content of this proposal is appropriate as determined through deliberation by the
Nomination and Remuneration Committee, taking into account the aforementioned aim of the revisions. There is no
particular opinion from the Audit and Supervisory Committee on this proposal.
Whereas there are currently eight Directors (of whom two are outside Directors), there will be six Directors(excluding Directors who are Audit and Supervisory Committee Members; of whom three are outside Directors), if
Proposal No. 2 “Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” is approved and adopted as originally proposed.
1. Outline of Revisions to the Plan
The transfer restriction period for the Eligible Directors under the Plan, which was set from the date of delivery of
the restricted shares to the date of retirement from the position of Director of the Company, shall be revised to theperiod from the payment date of restricted shares to the date of retirement from the position of either Director or
Executive Officer of the Company. Since the Company proposes to revise the transfer restriction period applicableto the Eligible Directors, this proposal is subject to approval by the shareholders at this Shareholders’ Meeting.
Further, in connection with this change in the transfer restriction period, the Company shall also make the necessary
amendments to the lifting of transfer restrictions and the treatment of the Eligible Directors upon retirement fromtheir position, but the monetary remuneration claims to be paid to the Eligible Directors, the total number of restricted
shares to be allotted to the Eligible Directors, and other matters relating to the Eligible Directors other than thosedescribed in 2 below shall remain unchanged.
2. The Plan After the Revisions(1) Transfer restrictions
The Eligible Directors who have received allotment of the Restricted Shares may not transfer to any third
party, create a pledge on, create a security interest on, grant as advancement before death, bequeath, orotherwise dispose of shares of the Company’s common stock allotted to them under an agreement for the
allotment of the Restricted Shares (the “Allotted Shares” hereinafter), during the period extending from thedate on which an allotment has been received up through retirement from the position of Director andExecutive Officer of the Company (the “Transfer Restriction Period” hereinafter).
(2) Lifting of transfer restrictions
The Company shall lift the transfer restrictions of all of the Allotted Shares upon expiration of the Transfer
Restriction Period on the condition that an Eligible Director who has received allotment of the Restricted
Shares has remained in his or her position as stipulated under (1), above, during the period stipulated by theCompany’s Board of Directors (the “Period of Service” hereinafter). However, the Company shall makereasonable adjustments as necessary to the number of the Restricted Shares for which transfer restrictions
are to be lifted and to the timing of lifting transfer restrictions, if an Eligible Director retires from his or her- 14 -

position with respect to (1), above, during the Period of Service on grounds deemed legitimate by theCompany’s Board of Directors.
(3) Acquisition of the Restricted Shares without compensation
Upon expiration of the Transfer Restriction Period stipulated under (1), above, the Company shall
automatically acquire the Allotted Shares without compensation if some of transfer restrictions have not been
lifted, pursuant to the grounds for lifting the transfer restrictions stipulated under (2), above.
(4) Treatment during reorganization, etc.
If, during the Transfer Restriction Period, a merger agreement under which the Company becomes a nonsurviving company, a share exchange agreement or a share transfer plan under which the Company becomesa wholly owned subsidiary of another company or any other matters related to reorganization, etc. is approved
at a General Meeting of Shareholders of the Company (or otherwise at a meeting of the Board of Directorsof the Company if said reorganization, etc. does not require approval of the General Meeting of Shareholders),
the Company shall, prior to the effective date of said reorganization, etc., lift the transfer restrictions on anumber of Allotted Shares determined in a reasonable manner per resolution of the Board of Directors basedon the period extending from the date of commencement of the Period of Service to the date of approval of
said reorganization, etc. In cases as prescribed above, the Company shall automatically acquire withoutcompensation the Allotted Shares for which transfer restrictions have not been lifted immediately after thetransfer restrictions have been lifted.

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