Translation
Notice: This document has been translated from the Japanese original for reference purposes. In the event of any discrepancy
between this translated document and the Japanese original, the latter shall prevail.

Summary of Consolidated Financial Results
for the First Quarter of the Fiscal Year Ending March 2024
(Based on Japanese GAAP)
August 10, 2023
Company name: Interworks Confidence Inc.

Listing exchange: Tokyo Stock Exchange

Securities code: 7374

URL: https://ciw.jp

Representative: Nobuyuki Takushi, President
Inquiries:

Koji Nagai, Director in charge of Administration Division

Scheduled date for filing quarterly securities report:

Phone: +81-3-5312-7700

August 10, 2023

Scheduled date for commencing dividend payments: Preparation of supplementary materials on quarterly financial results: Yes
Holding of quarterly financial results briefing session:

No(Amounts are rounded down to the nearest million yen, unless otherwise noted)
1. Consolidated Financial Results for the First Quarter (April 1, 2023 to June 30, 2023) of the Fiscal Year Ending March 31, 2024
(1) Consolidated Operating Results (Cumulative)(Percentage figures represent year-on-year changes)
Profit attributable to
Revenue
Operating profit
Ordinary profit
owners of parent
Millions of yen% Millions of yen% Millions of yen% Millions of yen%
First quarter ended June 30,
1,409 12.7
282 19.6
245
4.0
167
7.3
2023
First quarter ended June 30,
1,250 20.0
236 30.1
236 34.8
156 34.0
2022(Note) Comprehensive income
First quarter ended June 30, 2023:
167 million yen [7.3%]
First quarter ended June 30, 2022:
156 million yen [34.0%]

Yen

Diluted earnings per
share
Yen

36.18

35.36

34.06

32.99

Basic earnings per shareFirst quarter ended June 30,
2023
First quarter ended June 30,
2022(2) Consolidated Financial Position
Total assets
As of June 30, 2023
As of March 31, 2023
(end of previous fiscal year)(Reference) Total shareholders’ equity
As of June 30, 2023:
As of March 31, 2023:

Net assets

Equity ratio

Millions of yen
2,825

Millions of yen
2,064

%
72.6

2,892

2,023

69.6

2,051 million yen
2,012 million yen

2. Cash Dividends
Annual dividends per share
End of 1st quarter End of 2nd quarter End of 3rd quarter
Yen
–
–

Yen
20.00

Yen
–

Fiscal year-end
Yen
28.00

Total
Yen
48.00

Fiscal year ended March 2023
Fiscal year ending March 2024
Fiscal year ending March 2024
25.00
–
30.00
55.00
(Forecast)(Note) Revisions to the most recently announced dividend forecast: Yes
For the revisions to the dividend forecast, please refer to “Notice Concerning Revisions to the Earnings Forecast and Dividend
Forecast for the First Two Quarters (Cumulative) and the Entire Year of the Fiscal Year Ending March 2024” (Japanese)announced today (August 10, 2023).

3. Forecast of Consolidated Financial Results for the Fiscal Year Ending March 31, 2024 (from April 1, 2023 to March 31, 2024)(Percentage figures indicate year-on-year changes)
Profit attributable to Basic earnings per
Revenue
Operating profit
Ordinary profit
owners of parent
shareMillionsofyen%Millions
of
yen
%
Yen
Millions of yen% Millions of yen%
First two quarters
3,275 28.7
502 0.2453 (9.3)
312 (7.8)
55.64(cumulative)
Full year
8,000 53.9
1,120 20.0
1,065 14.8
725 17.3
118.58(Note) Revisions to the most recently announced dividend forecast: Yes
For the revisions to the consolidated earnings forecast, please refer to “Notice Concerning Revisions to the Earnings Forecast
and Dividend Forecast for the First Two Quarters (Cumulative) and the Entire Year of the Fiscal Year Ending March 2024”(Japanese) announced today (August 10, 2023).
* Notes(1) Changes in significant subsidiaries during the quarter (changes in specified subsidiaries resulting in change in scope of
consolidation): No(2) Application of accounting treatments specific to the preparation of quarterly consolidated financial statements: No(3) Changes in accounting policies, changes in accounting estimates, and restatement of prior period financial statements
1) Changes in accounting policies due to revisions to accounting standards and other regulations: No
2) Changes in accounting policies other than those in 1) above:No3) Changes in accounting estimates:

No4) Restatement of prior period financial statements:

No(4) Number of issued shares (common shares)
1) Total number of issued shares at the end of the period (including treasury shares)
As of June 30, 2023
4,625,800 shares As of March 31, 2023
2) Number of treasury shares at the end of the period
As of June 30, 2023
46 shares As of March 31, 2023
3) Average number of shares during the period (cumulative from the beginning of the fiscal year)
First quarter ended June 30, 2023
4,625,046 shares First quarter ended June 30, 2022

4,623,000 shares
46 shares
4,580,774 shares* This summary of financial results is not subject to quarterly review procedures by a public accountant or audit corporation.
* Explanation regarding appropriate use of earnings forecasts, and other notes
The earnings outlook and other forward-looking statements contained in this document are based on information currently available
to and certain assumptions that are thought to be reasonable by the Company. Accordingly, such statements should not be
construed as a guarantee of achieving the results by the Company. Actual financial results and the like may differ materially due tovarious factors.

Contents of Attachment
1. Quarterly Consolidated Financial Statements and Major Notes ......................................................................................................... 2(1) Quarterly Consolidated Balance Sheets ......................................................................................................................................... 2(2) Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income ................ 4
Quarterly Consolidated Statements of Income ............................................................................................................................... 4(Cumulative) ................................................................................................................................................................................ 4
Quarterly Consolidated Statements of Comprehensive Income ..................................................................................................... 5(Cumulative) ................................................................................................................................................................................ 5(3) Notes to Quarterly Consolidated Financial Statements ................................................................................................................ 6(Notes on Going Concern Assumption) ........................................................................................................................................... 6(Notes in Case of Significant Changes in the Amounts of Shareholder’s Equity) ............................................................................ 6(Segment Information, Etc.) ............................................................................................................................................................ 6(Significant Subsequent Events) ...................................................................................................................................................... 7

1

1. Quarterly Consolidated Financial Statements and Major Notes(1) Quarterly Consolidated Balance Sheets

Previous fiscal year
(As of March 31, 2023)(Thousands of yen)First quarter ofcurrent fiscal year
(As of June 30, 2023)

AssetsCurrent assets
Cash and deposits

2,047,536

1,972,514

Accounts receivable - trade
Accounts receivable - other572,768418

601,260
320

Other41,291

28,2432,662,015

2,602,338

46,334

46,334

Total current assets
Non-current assets
Property, plant and equipment
Buildings
Accumulated depreciation(2,464)(3,240)

Buildings, net

43,86943,093Tools, furniture and fixtures

47,85949,591

Accumulated depreciation(22,122)(23,843)

Tools, furniture and fixtures, net

25,73625,747

Total property, plant and equipment

69,606

68,840SoftwareTrademark right

17,193
128

15,99762

Total intangible assets

17,321

16,059Investments and other assets
Investment securities

20,90020,900

Deferred tax assets
Guarantee deposits

56,48364,69352,06264,019

Other

1,300

1,231

143,377

138,212230,305

223,113

2,892,320

2,825,451

Intangible assets

Total investments and other assets
Total non-current assets
Total assets2

(Thousands of yen)First quarter ofcurrent fiscal year
(As of June 30, 2023)

Previous fiscal year
(As of March 31, 2023)
Liabilities
Current liabilities
Current portion of long-term borrowings
Accounts payable - other

22,50082,85867,251

Accrued expenses
Income taxes payable

283,333
216,116

309,544
81,614

Accrued consumption taxes
Deposits received

129,222
18,953

122,72144,863

Refund liabilities
Provision for bonuses

97
115,632308
134,917

Total current liabilities

868,715

761,222

Non-current liabilities
Deferred tax liabilities

11-

Total non-current liabilities

11-

868,726

761,222

Share capital
Capital surplus

508,034
400,028

508,734
400,728

Retained earnings
Treasury shares

1,104,231(83)

1,142,118(83)

Total shareholders’ equity

2,012,210

2,051,496

Total liabilities
Net assets
Shareholders’ equity

Share acquisition rights
Total net assets
Total liabilities and net assets

3

11,383

12,732

2,023,594

2,064,229

2,892,320

2,825,451

(2) Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income
Quarterly Consolidated Statements of Income(Cumulative)(Thousands of yen)

Revenue
Cost of sales

First quarter ofprevious fiscal year
(April 1, 2022 - June 30, 2022)
1,250,685
801,565

First quarter ofcurrent fiscal year
(April 1, 2023 - June 30, 2023)
1,409,111
891,999

Gross profit

449,119

517,111

Selling, general and administrative expenses

212,759

234,535

Operating profit

236,359

282,576

Rental income from buildings-

92

Total non-operating income

-

92

273
44

37
36,778Non-operating income

Non-operating expenses
Interest expenses
Commission expenses
Other

-

265

317

37,081

236,042

245,586

Gain on reversal of share acquisition rights

282-

Total extraordinary income

282-

Loss on retirement of non-current assets
Office relocation expenses

2,873
7,687

-

Total extraordinary losses

10,560-

Profit before income taxes

225,764

245,586

Income taxes - current

78,22873,848

Total non-operating expenses
Ordinary profit
Extraordinary income

Extraordinary losses

Income taxes - deferred(8,477)

4,409

Total income taxes

69,751

78,257

Profit156,012167,329--

156,012167,329

Profit attributable to non-controlling interests
Profit attributable to owners of parent

4

Quarterly Consolidated Statements of Comprehensive Income(Cumulative)

Profit(Thousands of yen)First quarter ofprevious fiscal year
(April 1, 2022 - June 30, 2022)
156,012First quarter ofcurrent fiscal year
(April 1, 2023 - June 30, 2023)
167,329--

156,012167,329

156,012167,329--

Other comprehensive income
Total other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests5(3) Notes to Quarterly Consolidated Financial Statements(Notes on Going Concern Assumption)
Not applicable.

(Notes in Case of Significant Changes in the Amounts of Shareholder’s Equity)
Not applicable.
(Segment Information, Etc.)[Segment information]
I. First quarter of the previous fiscal year (April 1, 2022 - June 30, 2022)
Information on revenue and profit or loss by reportable segment(Thousands of yen)Amount recordedin quarterly
Adjustments
statements of(Note 1)income(Note 2)

Reportable segment
HR Solution
businessMediabusiness

Total

Revenue
Sales to outside customers
Inter-segment sales ortransfers
Total
Segment profit (loss)

1,234,406

16,2791,250,685-

1,250,685

6,199

-

6,199

(6,199)-1,240,605

16,2791,256,884(6,199)1,250,685

372,739(2,688)370,050(133,690)

236,359(Notes) 1. Adjustments of segment profit (loss) (-133,690 thousand yen) include corporate expenses of 133,690 thousand
yen that are not allocated to each reportable segment.
2. Segment profit (loss) has been adjusted with the operating profit in the Quarterly Consolidated Statements ofIncome.
II. First quarter of the current fiscal year (April 1, 2023 - June 30, 2023)
Information on revenue and profit or loss by reportable segment(Thousands of yen)Amount recordedin quarterly
Adjustments
statements of(Note 1)income(Note 2)

Reportable segment
HR Solution
businessMediabusiness

Total

Revenue
Sales to outside customers
Inter-segment sales ortransfers
Total
Segment profit

1,392,950

16,161

1,409,111-

1,409,111

-

-

-

-

-

1,392,950

16,161

1,409,111-

1,409,111

403,341

4,725

408,066(125,489)

282,576(Notes) 1. Adjustments of segment profit (-125,489 thousand yen) include corporate expenses of 125,489 thousand yen thatare not allocated to each reportable segment.
2. Segment profit has been adjusted with the operating profit in the Quarterly Consolidated Statements of Income.

6

(Significant Subsequent Events)[Business combination through acquisition]
The Company and Interworks, Inc. (“Interworks”) conducted an absorption-type merger with the Company as the absorbing
and surviving company and Interworks as the absorbed and dissolving company (the “Merger”), effective August 1, 2023,
and changed its trade name to “Kabushiki Kaisha Confidence Interworks” (English name: “Interworks Confidence Inc.”) on
the same day.
1. Purpose of business combination
The Company and Interworks, Inc. aim to realize the benefits of the integration with a focus on “Expanding the businessareas of the HR Solution business/achieving business growth through cross-selling,” “Reinforcing the Media business,” and“Strengthening the business management foundation and reducing administration costs.”
2. Date of business combination
August 1, 2023
3. Name and business description of the absorbed and dissolving company
Name of the absorbed and dissolving company: Interworks, Inc.
Business description:Media & solutions business, recruitment business, hiring support
business
4. Legal format of business combination
Absorption-type merger with the Company as the absorbing and surviving company and Interworks as the absorbed anddissolving company
5. Company name after business combination“Kabushiki Kaisha Confidence Interworks”(English name: “Interworks Confidence Inc.”)
6. Details of allotments in connection with the business combination
1) Merger ratio by type of shares
The Company allotted and issued 0.205 shares of its common stock for each share of common stock of Interworks.
2) Calculation method of merger ratio
In order to ensure the fairness of the merger ratio, it was determined that each company should separately request an
independent third-party appraiser to calculate the merger ratio. The Company selected SBI Securities Co., Ltd. andInterworks selected YAMADA Consulting Group Co., Ltd.
The Company and Interworks repeatedly conducted negotiations and discussions on the merger ratio in earnest, withreference to the calculation results, etc. received from the third-party appraisers they selected and in consideration of
their respective financial conditions, performance trends and stock price trends, etc. Consequently, the two companies
ultimately determined that the above merger ratio is appropriate and contributes to the interests of their respective
shareholders, and agreed and determined the merger ratio.
3) Number of shares issued
1,981,177 shares in common stock
7. Consideration paid for the acquisition
Consideration for the acquisition: 3,480,927 thousand yen (the fair value of the Company’s common stock shares issued
on the date of business combination)
8. Amounts of assets and liabilities assumed by the succeeding company
Not yet finalized at this point in time.
9. Goodwill generated by merger, reason, amortization method and period
Not yet finalized at this point in time.
10. Status after merger and trade name change
(1)

Name

(2)

Location
Title and name ofrepresentative

(3)
(4)

Line of business

(5)
(6)
(7)
(8)

Share capital
Fiscal year end
Net assets
Total assets

New company after the merger
Kabushiki Kaisha Confidence Interworks(English name: Interworks Confidence Inc.)
2-19-1 Shinjuku, Shinjuku-ku, Tokyo
Nobuyuki Takushi, President
HR solution business (staffing, outsourcing, recruitment)
Media & solutions businessNot yet finalized at this point in time.
March every year
Not yet finalized at this point in time.
Not yet finalized at this point in time.
7[Issuance of the 5th share acquisition rights (free stock options)]
At its Board of Directors’ meeting held on August 10, 2023, the Company decided on issuing share acquisition rights for its
Directors and employees (the “officers and employees”), as described below, based on the provisions of Articles 236, 238
and 240 of the Companies Act.
1. Purpose and reason for offering share acquisition rights
The Company will issue share acquisition rights for its Directors and employees free of charge in order to strengthen
determination and raise the morale of officers and employees to maximize the Company’s corporate value.
When all share acquisition rights are exercised, the total number of shares of the Company’s common stock will increaseby 92,000, which will cause a maximum dilution rate of 1.4%. However, the Company deems the impact of the sharedilution to be reasonable, as it considers that the issuance of share acquisition rights will contribute to the interests of its
existing shareholders.
2. Terms and conditions of the issuance of the share acquisition rights(1) Name of the share acquisition rights
Interworks Confidence Inc. 5th Series of Share Acquisition Rights (the “Share Acquisition Rights”)(2) Subscription period or dateAugust 29, 2023
(3) Allocation dateAugust 31, 2023
(4) Offering method
The Share Acquisition Rights will be allocated by way of a third-party allotment.
(5) Class and number of shares to be issued upon exercise of the Share Acquisition Rights
The class of shares to be issued upon exercise of the Share Acquisition Rights shall be the Company’s common stock,and the number of shares to be issued upon exercise of each Share Acquisition Right (the “number of granted shares”)
shall be 100 shares. In the event that, following the allocation date of the Share Acquisition Rights, the Company
conducts a stock split of its common stock shares (including free allocation of its common stock shares; the same shallapply hereinafter) or stock consolidation, the number of granted shares shall be adjusted using the formula below.
However, such adjustment shall be made only with respect to the number of granted shares for the Share Acquisition
Rights that have not been exercised as of such time, and any fraction of less than one share resulting from theadjustment shall be rounded down.
Post-adjustment number of granted shares = Pre-adjustment number of granted shares × ratio of stock split or
stock consolidation
In addition, after the allocation date of the Share Acquisition Rights, the Company may, if it deems necessary, adjust
the number of granted shares to a reasonable extent.
(6) Total number of the Share Acquisition Rights
920(7) Amount to be paid upon exercise of each Share Acquisition Right
No payment of money shall be required in exchange for the Share Acquisition Rights.
(8) Value of assets to be contributed upon exercise of the Share Acquisition Rights
1) The assets to be contributed upon exercise of each Share Acquisition Right shall be cash, and the value shall be theamount obtained by multiplying the exercise price by the number of granted shares.
2) The amount of money per share of the Company’s common stock to be contributed upon exercise of the Share
Acquisition Rights (the “exercise price”) shall be the amount obtained by multiplying the average closing price of theCompany’s common stock shares in regular trading on the Tokyo Stock Exchange for each day of the month
preceding the month to which the date of issuance of the Share Acquisition Rights belongs by 1.05, with any fraction
less than one yen rounded up. However, if such price is lower than the closing price of the Company’s common stock
shares in regular trading on the Tokyo Stock Exchange on the date of issuance of the Share Acquisition Rights (or, if
no such closing price exists, the closing price of the day immediately preceding that date), the price shall be the said
closing price.
(9) Adjustment of exercise price1) In the event that, following the allocation date of the Share Acquisition Rights, the Company conducts a stock splitof its common stock shares or stock consolidation, the exercise price shall be adjusted using the formula below, withany fraction less than one yen resulting from the adjustment to be rounded up.
Post-adjustment
Pre-adjustment＝
exercise priceexercise price1
Ratio of stock split or stock consolidation

×2) In the event that, following the allocation date of the Share Acquisition Rights, the Company issues new shares ordisposes of treasury shares at a price below the fair value (excluding cases where the Company issues new sharesor disposes of treasury shares by exercising share acquisition rights, or transfers treasury shares through a shareexchange), the exercise price shall be adjusted using the formula below, with any fraction less than one yen
resulting from the adjustment to be rounded up.

Post-adjustment
Pre-adjustment＝
exercise priceexercise price

Number of
Number of newly issued/disposed sharesshares already +x paid-in amount per shareissuedFair value
Number of shares already issued + number of newly
issued/disposed shares×

8In the above formula, the “number of shares already issued” shall be the number obtained by deducting the numberof treasury shares held by the Company from the total number of shares issued and outstanding of the Company.
3) After the allocation date of the Share Acquisition Rights, the Company may, if it deems necessary, adjust the exercise
price to a reasonable extent.
(10) Period during which the Share Acquisition Rights may be exercised
From September 1, 2025 to August 31, 2033 (or, if the last day is not a bank business day, until the preceding bankbusiness day)(11) Other conditions for the exercise of the Share Acquisition Rights
1) If the Share Acquisition Rights holder is an officer such as Director or an employee of the Company when the relevant
person has acquired the Share Acquisition Rights, the holder must continuously hold the position of either an officer
such as Director or an employee of the Company or its subsidiaries for the period from the acquisition of the Share
Acquisition Rights to the exercise of the rights. This shall not apply, however, in cases where the Board of Directorsof the Company deems that there is a justifiable reason.
2) In the event that the Share Acquisition Rights holder dies during the exercise period, his/her heirs may not exercise
the Share Acquisition Rights.
3) The Share Acquisition Rights holder may not exercise the Share Acquisition Rights if any of the following eventsoccur. This shall not apply, however, if the Board of Directors of the Company agrees to otherwise handling thematter in a reasonable manner, except in the following cases of a), c) and i).
a) When the right holder is sentenced to imprisonment or severer punishmentb) When the right holder directly or indirectly establishes a company engaged in business that competes with theCompany, or assumes the position of an officer such as director or employee of such a company, or otherwisecompetes with the Company in any name (except in cases where prior written approval of the Company has beenobtained)c) When the right holder damages the Company’s credibility through violations of laws and regulations or othermisconductsd) When the right holder receives the order of seizure, provisional seizure, provisional disposition, compulsory
execution or auction, or when the right holder is subject to delinquent payment of taxes and public duese) When the right holder faces suspension of payments or becomes insolvent, or when a bill or check drawn oraccepted by the right holder is dishonoredf) When the right holder receives the order of commencement of bankruptcy proceedings, civil rehabilitation
proceedings, or other similar proceedings, or if the right holder files for such an orderg) When the right holder violates the employment regulations and receives disciplinary measuresh) When the right holder violates the fiduciary duty, etc. that should be fulfilled as an officeri) When there is a suspicion that the right holder falls under the category of anti-social forces or anti-market forces,
or when there is a suspicion that the right holder has fallen under any of these categories within the past fiveyears4) The total amount of the exercise price for the exercise of the Share Acquisition Rights by the right holder for a year
(from January 1 to December 31) shall not exceed 12,000,000 yen.
(12) Acquisition of the Share Acquisition Rights
1) In the event that proposals for a merger agreement under which the Company becomes a dissolving company, for ashare exchange agreement under which the Company becomes a wholly owned subsidiary, or for a share transfer
plan are approved at a general meeting of shareholders of the Company (or resolved by the Company’s Board of
Directors for such proposal if a resolution of a general meeting of shareholders is not required), or that convocationof such general meeting of shareholders is requested by the shareholders, the Company shall acquire all of the Stock
Acquisition Rights without consideration upon the arrival of a date separately set by the Company’s Board of
Directors as the acquisition date, if any. However, if the Company’s Board of Directors decides to acquire the Share
Acquisition Rights for value, the Company may acquire all of the Share Acquisition Rights for value at an amountdetermined by the Company’s Board of Directors.
2) In the event that the right holder of the Share Acquisition Rights lacks the conditions for exercising his/her rights inaccordance with Paragraph (11), or in the event that the right holder waives his/her Share Acquisition Rights, theCompany may acquire such Share Acquisition Rights without consideration upon the arrival of a date separately set
by the Company’s Board of Directors.
3) If the Company’s Board of Directors separately sets a date for acquisition, the Company shall acquire all or part of
the Share Acquisition Rights without consideration upon the arrival of such date. In the event that the Company
acquires part of the Share Acquisition Rights, the Company’s Board of Directors shall, by its resolution, determine
the part of the Share Acquisition Rights to be acquired.
(13) Transfer of the Share Acquisition Rights
Any acquisition of the Share Acquisition Rights through transfer shall require the approval of the Company’s Board of
Directors.
(14) Share capital and legal capital surplus that will increase when shares are issued through exercise of the Share
Acquisition Rights
The amount of increase in share capital when shares are issued through exercise of the Share Acquisition Rights shallbe the amount obtained by multiplying the maximum amount of increase in share capital, etc., which is calculated inaccordance with Article 17 of the Regulation on Corporate Accounting, by 0.5, with any fraction of less than one yen
resulting from the calculation to be rounded up. The amount of increase in legal capital surplus shall be the amountobtained by subtracting the amount of increase in share capital from the maximum amount of increase in share capital,etc.

9(15) Method of requesting the exercise of the Share Acquisition Rights
1) When exercising the Share Acquisition Rights, the right holder shall notify matters necessary for the exercise to theexercise request acceptance desk designated by the Company during the period in which the Share Acquisition Rights
may be exercised, as set forth in Paragraph (10).
2) When exercising the Share Acquisition Rights, the right holder shall, in addition to the notice of request for exercise
set forth in the preceding item, transfer the full amount of the value of the assets to be contributed upon exerciseof the Share Acquisition Rights in cash to the account designated by the Company at the payment handling agent
nominated by the Company.
3) The request for exercise of the Share Acquisition Rights shall become effective on the date when all mattersnecessary for the exercise request are notified to the exercise request acceptance desk designated by the Company
and the full amount of the value of the assets to be contributed upon exercise of the Share Acquisition Rights isdeposited to the account set forth in the preceding item.
(16) Handling of the Share Acquisition Rights in the case of corporate reorganization
In the event that the Company conducts a merger (limited to cases in which the Company dissolves as a result of themerger), an absorption-type company split or an incorporation-type company split (both limited to cases in which theCompany becomes the split company), a share exchange or a share transfer (both limited to cases where the Company
becomes a wholly owned subsidiary) (collectively referred to as “corporate reorganization actions”), the Company
shall grant the share acquisition rights of joint-stock companies listed in Article 236, Paragraph 1, Item 8 (a) through(e) of the Companies Act (the "companies subject to reorganization"), in corresponding cases, to the holders of the
Share Acquisition Rights that remain immediately before the effective date of the corporate reorganization actions(the “Remaining Share Acquisition Rights”) in accordance with the following conditions. In such cases, the Remaining
Share Acquisition Rights shall be extinguished, although limited to cases where it is stipulated in the absorption-typemerger agreement, incorporation-type merger agreement, absorption-type company split agreement, incorporationtype company split plan, share exchange agreement or share transfer plan that the share acquisition rights of thecompanies subject to reorganization shall be delivered in accordance with the following conditions.
1) Number of share acquisition rights of the companies subject to reorganization to be granted
The Company shall grant the same number of the share acquisition rights as the number of the Remaining Share
Acquisition Rights held by the right holders of the Share Acquisition Rights.
2) Class of the shares of the companies subject to reorganization to be issued upon exercise of the share acquisitionrights
The shares shall be the common stock shares of the companies subject to reorganization.
3) Number of the shares of the companies subject to reorganization to be issued upon exercise of the share acquisitionrights, or the method for the calculation
The number of shares to be issued upon exercise of the share acquisition rights shall be the number reasonably
adjusted in accordance with Paragraph (5), after taking into consideration the conditions, etc. of the corporate
reorganization actions.
4) Value of assets to be contributed upon exercise of the share acquisition rights, or the method for the calculation
The value shall be the amount obtained by multiplying the exercise price, which is reasonably adjusted in accordancewith Paragraphs 8 and 9, by the number of the shares of the companies subject to reorganization to be issued upon
exercise of the share acquisition rights, which is determined in accordance with Item 3) above, after taking into
consideration the conditions, etc. of the corporate reorganization actions.
5) Period during which the share acquisition rights may be exercised
The period shall be from the commencement date of the period during which the Share Acquisition Rights may be
exercised as set forth in Paragraph (10) or the effective date of the corporate reorganization actions, whichever dateis later, until the expiration date of the period during which the Share Acquisition Rights may be exercised as set
forth in Paragraph (10).
6) Conditions for the exercise of the share acquisition rights
To be determined in accordance with Paragraph (11).
7) Reasons and conditions for acquisition of the share acquisition rights
To be determined in accordance with Paragraph (12).
8) Restrictions on the transfer of the share acquisition rights
Any acquisition of the share acquisition rights through transfer shall require the approval of the Board of Directorsof the companies subject to reorganization (or of a general meeting of shareholders if the companies subject toreorganization are not companies with board of directors).
9) Matters concerning share capital and legal capital surplus that will increase when shares are issued through exerciseof the share acquisition rights
To be determined in accordance with Paragraph (14).
10) Other terms and conditions shall be determined in accordance with the terms and conditions of the companies
subject to reorganization.
(17) Non-issuance of certificates of share acquisition rights
The Company shall not issue any certificates of share acquisition rights with respect to the Share Acquisition Rights.
(18) Arrangement for fractions of less than one share resulting from the exercise of the Share Acquisition Rights
Any fraction of less than one share in the number of shares to be granted to the right holder who has exercised theShare Acquisition Rights shall be rounded down.

10(19) Others
1) In the event that it becomes necessary to replace certain words and phrases with others or take other measureswith regard to the provisions of the Terms and Conditions hereto, the Company may, in accordance with theprovisions of the Companies Act and the purpose of the Share Acquisition Rights, take such necessary measures in amanner it deems appropriate such as amending the provisions of the Terms and Conditions hereto.
2) Other necessary matters concerning the issuance of the Share Acquisition Rights shall be left to the discretion of the
President of the Company.
(20) Eligible allottees of the Share Acquisition Rights, the number of such persons, and the number of the Share Acquisition
Rights to be allotted
600 for four Directors of the Company
320 for five employees of the Company
The numbers of the eligible persons above are planned figures and are subject to change. The numbers of the Share
Acquisition Rights for allocation indicated above represent the maximum numbers to be issued, and may change
depending on the number of applications and other factors.

11