[Translation for Reference Purposes Only]
Please note that the following is an unofficial English translation of the Japanese original textof the Notice of Convocation of the Ordinary General Meeting of Shareholders of Nihon
Dempa Kogyo Co., Ltd.. NDK provides this translation for reference purposes only andwithout any warranty as to its accuracy or otherwise. In the event of any discrepancy between
this translation and the Japanese original, the latter shall prevail.
Securities Code: 6779
June 9, 2022
To Shareholders with Voting Rights
Nihon Dempa Kogyo Co., Ltd.
47-1, Sasazuka 1-chome, Sibuya-ku, Tokyo
Representative Director and Chairman of the Board
Toshiaki Takeuchi
NOTICE OF CONVOCATION OF
THE 81st ORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be advised that the 81st Ordinary General Meeting of Shareholders of Nihon Dempa Kogyo
Co., Ltd. (“NDK” or “we”) will be held as set forth below.
After careful consideration of the situation of recent spread of COVID-19 infections, we have decided
to hold this Ordinary General Meeting of Shareholders under conditions which implement theappropriate measures to help prevent the spread of infection as same as last year.
With respect to our shareholders, in a further effort to prevent the spread, we kindly request that you
exercise your voting rights in writing or via the Internet, etc. in advance and we respectfully
request that you refrain from attending the meeting in person with respect to this Ordinary
General Meeting of Shareholders. Also, please note in advance that you may be refused entry to themeeting room due to implementation of restrictions on admission.
Please refer to the guidance below, and after reading the Reference Documents for the General Meetingof Shareholders contained herein, exercise your voting rights by 5:20 p.m. June 27, 2022 (Monday)(Japan Time).
1.
2.
3.

Date and TimePlace

10:00 a.m., June 28, 2022 (Tuesday) (Reception will open at 9:30 a.m.)
MERKMAL KEIO SASAZUKA 6F, 47-1, Sasazuka 1-chome,
Shibuya-ku, Tokyo(Conference Room of NDK’s Head Office)Matters to be Addressed
Matters to be Reported(1)
Report on the Business Report for the 81st Fiscal Year (From April 1,
2021 to March 31, 2022), the Consolidated Financial Statements, andthe Results of Audit of the Consolidated Financial Statements by the
Independent Auditors and the Audit & Supervisory Board(2)
Report on the Financial Statements for the 81st Fiscal Year (From April
1, 2021 to March 31, 2022)
Matters to be Resolved
Proposal No.1: Appropriation of Surplus
Proposal No.2: Amendment to the Articles of Incorporation
Proposal No.3: Appointment of Accounting Auditor

1[Translation for Reference Purposes Only]
4. Guidance concerning Exercise of Voting Rights(1) If you exercise the voting rights in writing, please indicate your agreement or disagreement on
the enclosed Voting Rights Exercise Form and send it by mail to us so that it reaches us bylater than 5:20p.m., June 27 (Monday), 2022. Please note that no indication of agreement or
disagreement shall be deemed to be an indication of “agreement”.
(2)

If you exercise the voting rights via the Internet, etc., please refer to the “Guidance concerning
Exercise of Voting Rights Via Internet, etc.” on page 3 and exercise your voting rights by nolater than 5:20p.m., June 27 (Monday), 2022.

(3)

If we received your exercises of your voting rights in writing and via the Internet, etc., we will
only accept the exercise of your voting rights via the Internet, etc. as effective. If you exercise
your voting rights more than once via the Internet, etc. or by PC and Smart Phone, we will
only accept the last one received by us as effective.

(4)

In the case of exercise your voting rights by proxy, one of the shareholders holding voting
rights may attend this general meeting of shareholders as a proxy. Please note that the proxyneeds to submit the document certifying the authority of such proxy.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

1.

Any corrections made to the Business Report, the consolidated financial statements and the non-consolidated
financial statements and the Reference Documents for the General Meeting of Shareholders, shall beannounced on our website (https://www.ndk.com/)2.

When you attend the meeting in person, you are requested to present the enclosed Voting Rights Exercise
Form at the reception desk and bring this “Notice of Convocation” to the meeting as the reference material.

3.

Please note that any person not a shareholder including a proxy or a companion is not permitted to attend theGeneral Meeting of Shareholders.

4.

Thank you for your understanding that we have ceased distribution of gifts to shareholders since last year.

5.

Please note that eating, drinking, smoking, photography, video recording and audio recording are prohibited.

6.

We will not hold the supplementary briefing meeting, which was previously held after the ordinary
general meeting of shareholders. Thank you for your understanding.

2

[Translation for Reference Purposes Only]
REEFERENCE DOCUMENTS
FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and Reference Matters
Proposal 1:

Appropriation of Surplus
The appropriation of surplus is proposed as indicated below.
<The year-end dividend>
Taking into account the results for this fiscal year and the future business environment, the yearend dividend for FY 2021 is proposed as indicated below.
1. Type of dividend property
Cash
2. Matter concerning allotment of dividend property to shareholders and its total amount¥5.00 per Common Share of Nihon Dempa Kogyo Co., Ltd.(NDK)¥19,283.7464 per Class A Share of NDK in accordance with provisions of the Articles ofIncorporation of NDKFor a total of ¥194,539,232 (Common Share:¥98,120,500, Class A Share:¥96,418,732)
3. Effective date of dividend of surplus
June 29, 2022 (Wednesday)3[Translation for Reference Purposes Only]
Proposal 2: Amendment to the Articles of Incorporation
1. Reasons for amendment(1) The Board of Directors of NDK, at its meeting held on 29th March 2022, passed a resolution toacquire all of the Class A Shares issued by NDK (total amount of issue price: 5 billion yen) in exchange
for cash from Japan Industrial Solutions Fund II in accordance with the provision of Article 6-2,
Paragraph 6 of NDK’s Articles of Incorporation (call options, the consideration for which is cash) andcancel the shares on condition of the acquisition thereof in accordance with the provision of Article
178 of the Companies Act. In accordance with such resolution NDK conducted such acquisition andcancelation as of 26th May 2022. Accordingly, we will delete the relevant provisions regarding theClass A Shares in the Articles of Incorporation.
(2) The date of enforcement of the system of electronic provision of materials for the General
Meeting of Shareholders as stipulated in the provision to Article 1 of the Supplementary Provisions ofthe "Law Partially Amending the Company Law" (Law No. 70 of 2022) is September 1st 2022. The
new law will provide that the scope of matters to be included in the document to be delivered toshareholders who have requested the delivery of the document may be limited. In addition, the current
provisions on internet disclosure of reference documents for the General Meeting of Shareholders anddeemed provision of such documents will be deleted as they are no longer necessary, andsupplementary provisions on the effective date of such changes, etc. will also be added.
2. Contents of Amendments to the Articles of Incorporation
See APPENDIX.

4

[Translation for Reference Purposes Only]
Proposal 3:

Appointment of Accounting Auditor

KPMG AZSA LLC, Accounting Auditor of NDK, will retire from its position at the conclusion of the
Meeting due to the expiration of its term of office. Accordingly, NDK proposes the election of a new
Accounting Auditor based on the decision of Audit & Supervisory Board of NDK.
Audit & Supervisory Board of NDK has appointed Grant Thornton Taiyo LLC as a candidate for
Accounting Auditor because Audit & Supervisory Board of NDK has considered the professional
capabilities, independence, quality control system, audit fees, and other factors required of an
Accounting Auditor, and has determined that the firm is suitable as the Company’s Accounting
Auditor.
The candidate for Accounting Auditor is as follows:(As of March 31, 2022)
Name

Grant Thornton Taiyo LLC

Main office

1-2-7 Motoakasaka, Minato-ku, Tokyo, Japan

History

Sep. 1971: Established Taiyo Audit Corporation
Oct. 1994: Joined Grant Thornton International Ltd
Jan. 2006: Taiyo Audit Corporation merged with ASG Audit Corporation andchanged its name to Grant Thornton Taiyo ASG Audit Corporation
Jul. 2012: Merged with Eisho Audit Corporation
Oct. 2013: Merged with Kasumigaseki Audit Corporation
Oct. 2014: Changed name to Grant Thornton Taiyo LLC
Jul. 2018: Merged with YUSEI Audit & Co.

Summary

Personnel type:

Representative partners / partners
Specified partners
Certified public accountants
Passers of certified public accountant
exam, etc.

88persons
4persons
304persons

Other professionals
Administrative staff
Contract workers

181persons
89persons224persons

Total

246persons

1,136persons
1,035companies

Number of Clients:(Note) If the appointment of Grant Thornton Taiyo LLC is approved, NDK will enter into an agreement with Grant
Thornton Taiyo LLC to limit its liability for damages under Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the said Act. The maximum amount of liability for damages under theagreement will be the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.

5

[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

Chapter I General Provisions

Chapter I General Provisions

Articles 1 to 5 <Omitted>

Articles 1 to 5 <As Present>

Chapter II Shares

Chapter II Shares

Article 6 Total Number of Authorized Shares

Article 6 Total Number of Authorized Shares

The total number of shares that can be authorized for

The total number of shares that can be authorized for

issue by the Company shall be 50,000,000 and theissue by the Company shall be 50,000,000.

total number of class shares that can be authorized
for issue by the Company shall be as follows.
Common shares: 50,000,000 sharesClass A Shares: 5,000 shares

6

[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation
Article 6.2

Proposed amendment

Class A Shares(Deleted)

1. The contents of the Class A Shares issued by theCompany shall be set forth in the following
paragraph to Paragraph 7.
2. Dividends of Surplus
If the Company is to distribute dividends out of
surplus to the holders of the common shares (the“Common Shareholders”) or the registered pledgeesof the common shares (together with the Common
Shareholders,the“CommonShareholders/Pledgees”), the Company shall makepecuniary distribution to the holders of the Class A
Shares (the “Class A Shareholders”) or the registeredpledgees of the Class A Shares (together with the
Class

A

Shareholders,the“ClassA

Shareholders/Pledgees”) entered or recorded in thelatest shareholders’ register as at the record date forthe distribution of the relevant dividends (the“Dividend Record Date”) in the amount per Class A
Share, pari passu with common shareholders,equivalent to the amount obtained by multiplying (i)the amount of the dividends per a common share by(ii) the amount obtained by dividing (a) the amountobtained by multiplying 1,000,000 yen (the“Amount Equivalent to Paid-in Amount per Class A
Share”) by 1.40 by (b) the acquisition price set forthin Paragraph 5, Items (3) and (4) of this article as of
the Dividend Record Date (the “Class A Dividend
Amount”). If the amount obtained by multiplying
the Class A Dividend Amount by the number ofClass A

Shares

to

which

each

Class A

Shareholder/Pledgee is entitled includes any fraction
less than one (1) yen, such fraction shall be rounded
down.

7

[Translation for Reference Purposes Only]PPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

3. Distribution of Residual Assets(1) Distribution of Residual Assets(Deleted)

If the Company distributes its residual
assets, the Company shall pay to eachClass A Shareholder/Pledgee theamount per Class A Share obtained bymultiplying the Amount Equivalent toPaid-in Amount per Class A Share by
the Redemption Factor set forth inParagraph 6 of this article per Class A
Share (the “Class A Residual Assets
Distribution Amount”) in cash prior to
the Common Shareholders/Pledgees.
In addition, in this paragraph, theRedemption Factor is to be calculated
by replacing the “Date of Redemption
for Money” in the calculation of the
Redemption Factor with the “Residual
Assets Distribution Date.” If theamount obtained by multiplying theClass A Residual Assets Distribution
Amount by the number of the Class A
Shares to which each Class A
Shareholder/Pledgee
isentitled
includes any fraction less than one (1)yen, such fraction shall be rounded
down.
(2) Non-participation Clause
The Company shall not make
distribution of residual assets to theClass A Shareholders/Pledgees otherthan as provided for in the immediately
preceding item.

8

[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

4. Voting Rights(Deleted)

Unless otherwise provided for by law, the ClassA Shareholders shall not be entitled to vote at
general meetings of shareholders.
5. Right to Request Acquisition in Exchange for
Common Shares(1) Right to Request Acquisition in Exchange for
Common Shares
On or after August 1, 2020, each Class A
Shareholder may at any time request theCompany to acquire, in exchange for thedelivery of such number of common sharesas specified in the following item (the“Common Shares subject to Request”), all orpart of the Class A Shares held by that ClassA Shareholder (the “Request for Acquisition
in Exchange for Common Shares”), and theCompany shall deliver the Common Sharessubject to Request to the relevant Class A
Shareholder in exchange for the acquisitionof the Class A Shares to which the relevant
Request for Acquisition in Exchange for
Common Shares is related, to the extent
permitted by laws and regulations.

9[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(2) Number of Common Shares Delivered in
Exchange for Acquisition of Class A Shares
The number of common shares delivered in
exchange for the acquisition of the Class A
Shares shall be the number obtained by
dividing the amount obtained by multiplying(a) the amount obtained by multiplying theAmount Equivalent to Paid-in Amount perClass A Share by 1.40 by (b) the number of
the Class A Shares concerning the Request
for Acquisition in Exchange for Common
Shares, by the acquisition price set forth inItems (3) and (4) of this paragraph below. If
the total number of common sharesdelivered in exchange for the acquisition of
the Class A Shares to which the Request for
Acquisition in Exchange for Common
Shares is related includes any fraction lessthan one (1) share, such fraction shall be
rounded down. In such case, the Company
shall not make the delivery of money asprovided for in Article 167, Paragraph 3 of
the Companies Act.
(3) Initial Acquisition Price
363 yen

10(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(4) Adjustment of Acquisition Price(a)(Deleted)

Upon the occurrence of any of theevents listed below, the acquisition priceshall be adjusted as follows:(i)

If the Company is to implement a

share split of its common shares or gratis
allotment of its common shares, theacquisition price shall be adjusted inaccordance with the formula below. In thecase of a gratis allotment of shares, “Number
of issued common shares before split” and“Number of issued common shares after
split” in the formula below shall be
respectively deemed to be replaced with
“Number of issued common shares before
gratis allotment (excluding the commonshares then held by the Company)” and“Number of issued common shares aftergratis allotment (excluding the commonshares then held by the Company).
Numberofissued common
Acquisition
priceadjustment

Acquisition price
after

=

beforeadjustment

shares✕beforespilitNumberofissued commonshares after split

11

[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

The acquisition price after
adjustment shall apply as fromthe day following the record
date for the share split or as
from the effective date of thegratis allotment of shares (or if
the record date for the gratis
allotment has been set, as fromthe day following such recorddate), as the case may be.
(ii)

If the Company consolidates its
common shares, the acquisition
price shall be adjusted inaccordance with the formula
below.
Number of issued
commonAcquisition

sharesAcquisition
before consolidation

price

after

=

price

before✕Number of issued

adjustment

adjustmentcommonsharesafter consolidation

The acquisition price after
adjustment shall apply as fromthe effective date of theconsolidation of shares.

12(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(iii) If the Company issues commonshares or disposes of any of thecommon shares held by the Company
at a paid-in amount below the market
value per common share as specifiedin (d) of this item (excluding by
way of gratis allotment of shares,
acquisition of shares or stockacquisition rights (including those
attached to bonds with stockacquisition rights; hereafter the samein this item) in exchange for thedelivery of common shares, exerciseof stock acquisition rights to acquirecommon shares, or delivery ofcommon shares by virtue of merger,
share exchange (kabushiki kokan) or
demerger), the acquisition price shallbe adjusted in accordance with theformula below (the “Acquisition
Price Adjustment Formula”). If any
property other than money iscontributed, “Paid-in amount per
share” in the Acquisition Price
Adjustment Formula shall be theappropriately appraised value of suchproperty.

13(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

The acquisition price after adjustment
shall apply as from the day following
the payment date (or if a payment
period has been set, the last day of suchpayment period), or if a record date forthe allotment to shareholders has beenset, as from the day following suchrecord date (the “Shareholder
Allotment Date”), as the case may be.
If the Company is to dispose of any of
the common shares held by it,“Number of newly issued commonshares” and “Number of commonshares held by the Company” in theformula below shall be respectively
deemed to be replaced with “The
number of common shares held by theCompany to be disposed of” and “The
number of common shares held by theCompany before the disposition.”
Number of
newly
issued commonshares ✕Paid-in amount
per share(Number ofissued commonsharesMarketAcquisition

Acquisition- Number of

price

price

common sharespercommon

share

✕

=

value

＋

after

beforeheld by the

adjustment

adjustment

Company)(Number of issued common shares- Numberof common shares held by the Company) +Number of newly issued common shares

14(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(iv) If the Company makes an issuance ordisposal of shares (including gratis
allotment of shares) which entitles theholders thereof to receive, by havingor letting the Company acquire suchshares, the delivery of commonshares at an acquisition price percommon share below the market
value per common share as set forthin (d) of this item, the acquisition
price after adjustment shall be theamount calculated by causing “Paidin amount per share” in the
Acquisition
Price
Adjustment
Formula to be substituted by theamount determined by deeming that
all of the shares issued or disposed ofhave been acquired in accordancewith the initial terms and conditions
and common shares have beendelivered on the payment date forsuch shares (if a payment period has
been set, on the last day of suchpayment period; hereafter the same inthis (iv)), or on the effective date ofgratis allotment of shares (or if arecord date for gratis allotment ofshares has been set, on such record
date; hereafter the same in this (iv)),
or on the Shareholder Allotment Date,
if any, as the case may be.

15(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

The acquisition price after adjustment
shall apply as from the day following
the payment date, or as from the day
following the effective date of gratis
allotment of shares, of as from the day
following the Shareholder Allotment
Date, if any, as the case may be.
Notwithstanding the foregoing, if theconsideration for the common sharesdelivered upon the acquisition has notbeen determined at the abovementioned time point, the acquisition
price after adjustment shall becalculated by deeming that at the timeofdeterminationofsuchconsideration, all of the shares issued
or disposed of will have been acquiredin accordance with the terms andconditions as of the time ofdetermination of such considerationand common shares will have beendelivered, and such acquisition priceafter adjustment shall apply as fromthe day following the date on whichsuchconsideration
has
been
determined.

16(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(v) If the Company makes an issuance ofstock acquisition rights (including
gratis allotment of stock acquisitionrights) which entitles the holders
thereof to receive, by exercising or
having the Company acquire suchstock acquisition rights, to receive thedelivery of common shares at a pricewherein the sum of the paid-in amountof such stock acquisition right percommon share and the amount percommon share of the property
contributed upon the exercise of suchstock acquisition rights (if any
property other than money iscontributed,
theappropriately
appraised value of such property;
hereafter the same in this (v)) is lessthan the market value per commonshare as set forth in (d) of this item, theacquisition price after adjustment shallbe the amount calculated by causing“Paid-in amount per share” in the
Acquisition Price Adjustment Formula
to be substituted by the sum of thepaid-in amount of stock acquisitionright per common share and theamount per common share of theproperty contributed upon the exerciseof stock acquisition rights,

17(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

deeming that all of the stock acquisitionrights issued have been exercised or
acquired in accordance with the initial
terms and conditions and commonshares have been delivered on theallotment date of such stock acquisitionrights, on the effective date of gratis
allotment of stock acquisition rights (orif a record date for gratis allotment ofstock acquisition rights has been set, onsuch record date; hereafter the same inthis (v)), or on the Shareholder
Allotment Date, if any, as the case may
be. The acquisition price after
adjustment shall apply as from the day
following the allotment date of suchstock acquisition rights, as from the day
following the effective date of the gratis
allotment of stock acquisition rights, or
as from the day following theShareholder Allotment Date, if any, as
the case may be.

18(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

Notwithstanding the foregoing, if theconsideration for the common sharesdelivered upon the acquisition or
exercise has not been determined at theabove-mentioned time point, theacquisition price after adjustment shallbe calculated by deeming that at thetime of determination of suchconsideration, all of the stockacquisition rights issued will have been
exercised or acquired in accordancewith the terms and conditions as of thetime of determination of suchconsideration and common shares will
have been delivered, and suchacquisition price after adjustment shallapply as from the day following the dateon which such consideration has been
determined. Provided, however, that theadjustment of the acquisition priceunder this (v) shall not apply to any
stock acquisition rights to acquirecommon shares that are issued for the
purpose of granting stock options to anyof the directors, statutory auditors(kansayaku),
executive
officers(shikkoyaku) or other officers or
employees of the Company or any
subsidiary of the Company.

19(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation(b)

Proposed amendment

In addition to the events set forth in(a) of this item, if there is any
circumstance falling under any of(i) through (iii) below, theCompany shall submit to the ClassA Shareholders/Pledgees a priorwritten notification to that effect,
stating the acquisition price after
adjustment, the date of application
and any other necessary matters,
and shall appropriately adjust theacquisition price.
(i) If an adjustment of theacquisition price is required
for a merger, share exchange(kabushiki kokan), acquisitionof all issued shares in anotherstock company (kabushiki
kaisha) by way of shareexchange (kabushiki kokan),share transfer (kabushiki iten),absorption-typedemerger(kyushu bunkatsu), successionof all or part of the rights andobligations held by anothercompany in relation to its
businessbywayof
absorption-typedemerger(kyushubunkatsu)
orincorporation-type demerger(shinsetsu bunkatsu);

20(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(ii) Where two (2) or more events
requiring adjustment of theacquisition
price
have
occurred in succession, if thedetermination of the market
value to be used in thecalculation of the acquisition
price after adjustment for oneof the events needs to take into
consideration the effects of
the other event(s); or(iii) If an adjustment of theacquisition price is otherwise
required owing to a change in
the number of issued commonshares (excluding the numberof common shares held by theCompany) or the occurrence ofany event which may result insuch a change.
(c) In the calculations needed for an
adjustment of the acquisition price,
the price shall be calculated to thesecond decimal place below one (1)yen and rounded to the first decimal
place.

21(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(d) The market value per common shareas used in the Acquisition Price
Adjustment Formula shall be theaverage value (calculated to thesecond decimal place below one (1)yen and rounded to the first decimal
place; hereinafter the same) of theVolume Weighted Average Price(the “VWAP”) in ordinary trading of
the Company’s common shares
published
by
Tokyo
Stock
Exchange, Inc. (the “TSE”) over 30
consecutive Trading Days prior to
the day from which the acquisition
price after adjustment applies (or if
any event requiring an adjustment of
the acquisition price is publishedthroughthecompany
announcements disclosure service
provided by the TSE, the date ofsuch publication). “Trading Day”
means a day on which ordinary
trade in the Company’s commonshares is conducted on the TSE, andit does not include days where there
is no VWAP announcement.

22(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(e) If the difference between theacquisition price after adjustment
and the acquisition price before
adjustment as calculated for the
purpose of adjustment of theacquisition price is less than 0.1 yen,
the acquisition price shall not be
adjusted. Provided, however, thatany
adjustment
deemedunnecessary under this (e) shall be
carried over and taken into accountin the subsequent calculations forthe adjustment.
(5) Place for Acceptance of Request for
Acquisition in Exchange for Common
SharesThe
shareholders
registeradministrator’s office for handling ofrelated affairs:
4-1 Marunouchi 1-chome, ChiyodaKu, Tokyo
Sumitomo Mitsui Trust Bank, Limited,
Stock Transfer Agency Business
Planning Department

23(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(6) Effectuation
ofRequestfor
Acquisition in Exchange for Common
SharesA Request for Acquisition in Exchange
for Common Shares shall come into
effect at the later of (i) the time when
the documents necessary for theRequest for Acquisition in Exchange
for Common Shares reach the place for
acceptance of the Request for
Acquisition in Exchange for Common
Shares as stated in the immediately
preceding item or (ii) the intended
effective date as stated in the abovementioned documents.
(7) Method of Delivery of Common
SharesAfter the effectuation of the Request
for Acquisition in Exchange for
Common Shares, the Company shalldeliver common shares to each Class A
Shareholder which has made theRequest for Acquisition in Exchange
for Common Shares by recording an
increase in the number of the bookentry transfer shares in the “Shares
Held” section of the transfer accountbook managed by Japan Securities
Depository Center, Incorporated or of
any account management institution
designated by the relevant Class A
Shareholder.

24(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

6. Call Option for Money
At any time on or after August 1, 2020,(Deleted)

upon the arrival of the date separately
specified by the Board of Directors of
the Company (the “Date ofRedemption for Money”), theCompany may acquire all or part of theClass A Shares in exchange for money
by giving written notice (which shall beirrevocable) tothe Class A
Shareholders/Pledgees at least 10 days
prior to the Date of Redemption for
Money (the “Notice Date”), to theextent permitted by laws andregulations (provided, however, thatpartialacquisitions may be made only
in increments of 1,000 shares) (the“Redemption for Money”), and theCompany shall, in exchange for theacquisition of the Class A Sharessubject to the relevant Redemption for
Money, deliver to the Class A
Shareholders the amount of money
calculated by multiplying (i) theamount obtained by multiplying theAmount Equivalent to Paid-in Amountper Class A Share by the following
redemption factors by (ii) the numberof the Class A Shares in respect of the
Redemption for Money (provided,
however, if the Date of Redemption for
Money is after July 1, 2023,

25

[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(i) the aforementioned amount or (ii) theamount obtained by multiplying (a) the
total amount of common shares
distributed in exchange for the acquisitionof the relevant Class A Shares calculated
by deeming that the Request for
Acquisition in Exchange for Common
Shares is conducted as of the notice datewith respect to the Class A Shares inrespect of the relevant Redemption for
Money by (b) the closing price of commonshares of the Company at the TSE (if there
is no closing price on the same day, theclosing price on the immediately
preceding day) on the date prior to the
Notice Date, whichever the higher). If themoney delivered in exchange for theacquisition of the Class A Shares subject
to the Redemption for Money includes any
fraction less than one (1) yen, such
fraction shall be rounded down.
In the case of a partial acquisition of theClass A Shares, the number of Class A
Shares to be acquired from each Class A
Shareholder shall be determined on a pro
rata basis or by any other reasonable
method specified by the Board of
Directors of the Company.
“Redemption Factor” means the rate
corresponding to the relevant category set
forth in (i) through (vi) below according towhether the Date of Redemption for
Money falls within any of the periods
listed (i) through (vi) below:

26(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment“Redemption Factor” means the rate
corresponding to the relevant category set
forth in (i) through (vi) below according towhether the Date of Redemption for
Money falls within any of the periods
listed (i) through (vi) below:(i) From August 1, 2020 to June 30,2021: 1.13(ii) From July 1, 2021 to June 30,2022: 1.25(iii)From July 1, 2022 to June 30,2023: 1.38(iv)From July 1, 2023 to June 30,2024: 1.52(v) From July 1, 2024 to June 30,2025: 1.68(vi) From July 1, 2025 : 1.85
7. Consolidation or Split of Shares;
Allotment of Shares for Subscription(1) The Company shall not split orconsolidate the Class A Shares.
(2) The Company shall not grant the ClassA Shareholders rights for allotment ofshares for subscription or rights forallotment of stock acquisition rights
for subscription.
(3) The Company shall not make a gratis
allotment of shares or gratis allotmentof stock acquisition rights to the ClassA Shareholders.

27(Deleted)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment

Article 7 <Omitted>

Article 7 <As Present>

Article 8 Number of Shares per Unit-Base

Article 8 Number of Shares per Unit-Base

One hundred (100) shares shall constitute one (1)One hundred (100) shares shall constitute one (1)unit-base of common shares of the Company andunit-base for all purposes of transaction.

one (1) share shall constitute one (1) unit-base ofClass A Shares of the Company for all purposes oftransaction.
Articles 9 to 13 <Omitted>

Articles 9 to 13 <As Present>

Chapter III Meeting of Shareholders

Chapter III Meeting of Shareholders

Articles 14 to 18 <Omitted>
Article 19

Articles 14 to 18 <As Present>

Disclosure of reference documents for the

General Meeting of Shareholders through Internet anddeemed provision of the reference documents for the
General Meeting of Shareholders
It may, when convening a general meeting ofshareholders, be deemed that the Company has
provided the shareholders with the information
regarding the reference documents for the general
meeting of shareholders, the business report, thefinancial statements and the consolidated financial
statements to shareholders by disclosing it by meansof the Internet in accordance with the provisions of
the Ordinance of the Ministry of Justice.

28(Delated)[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed amendment(New)

Article 19 Electronic provision of information, etc.
1 The Company shall, when convening a general
meetingofshareholders,takemeasurestoelectronically provide information on the contentsof the reference documents for the general meetingof shareholders, etc.
2 The Company may,among the matters to beprovided electronically, exclude all or part of thematters

provided by the Ministry of JusticeOrdinance from the documents to be delivered toshareholders who have made a request for thedelivery of documents by the record date of thevoting rights.
Article 19-2

Meeting of Class Shareholders(Deleted)

1 Provision under Article 13 shall be applied to ameeting of class shareholders held on the same day
as an ordinary general meeting of shareholders.
2 Provisions under Articles 15, 17 and 19 shall beapplied mutatis mutandis to a meeting of classshareholders
3 Provision under Article 16.1 and provision under
Article 16.2 shall respectively be applied mutatis
mutandis to the resolutions at a meeting of classshareholders as set forth in Article 324, Paragraph 1of the Companies Act and the resolutions at a meetingof class shareholders as set forth in Article 324,
Paragraph 2 of the Companies Act.
Articles 20 to 48 <Omitted>

Articles 20 to 48 <As Present>

29

[Translation for Reference Purposes Only]
APPENDIX(Underlined portions are to be amended.)
Current Articles of Incorporation(New)

Proposed amendment(Supplementary Provisions)
1. Deletion of Article 19 (Disclosure of reference
documents for the General Meeting of Shareholders
through Internet and deemed provision of thereference documents for the General Meeting of
Shareholders ) of the current Articles of Associationand the establishment of Article 19 (Electronic
Provision of Reference Documents, etc.) of the
proposed amendments are effective as of the date ofenforcement of the amended provisions stipulated
in the provision to Article 1 of the Supplementary
Provisions of the Law Partially Amending theCompanies Act (Law No. 70 of 2019).
2. Notwithstanding the provisions of the preceding
paragraph, Article 19 of the present Articles of
Association shall remain in force with regard to a
general shareholders meetings to be held adatewithin six months of the effective date.
3. The Supplementary Provisions shall be deleted
after six months have elapsed from the effectivedateor three months have elapsed from the date of

the General Meeting of Shareholders referred to in
the preceding paragraph, whichever is later.

30