To All Shareholders(Stock code: 6289)
November 9, 2023
Nunoshida 3948-1, Kochi-shi,
Kochi Prefecture

GI K EN LT D .
Representative Director and President

Shinnosuke Moribe

Notice of Convocation of the 42nd Ordinary General Meeting of
Shareholders
We would like to express our appreciation for your continued support and patronage.

You are cordially invited to attend the 42nd Ordinary General Meeting of Shareholders of Giken Ltd. (the “Company”). The
meeting will be held for the purposes as described below.
Information in the Reference Documents for the General Meeting of Shareholders (items subject to electronic provision) is
provided electronically and available on the websites. Please access the any of the following website to check.

Company website
https://www.giken.com/ja/ir/general-meeting-of-shareholders/(Access the above website.)Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show = Show
(Access the above website and enter “Giken” in “Issue name (Company name)” or “6289” in “Code”. Click “Basic information”> “Documents for public inspection/PR information” and check “Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting” under “Filed information for public information”.)

Website for materials of the General Meeting of Shareholders
https://d.sokai.jp/6289/teiji/
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the internet. When exercising yourvoting rights in writing or via the internet, please review the attached Reference Documents for the General Meeting of
Shareholders, refer to the Guide to Exercise of Voting Rights on the following page, and exercise your voting rights no later than
5:00 p.m. on Monday, November 27, 2023, Japan time.

1

Date and Time

10:00 a.m., Tuesday, November 28, 2023 (Reception opens at 9:00 a.m.)

2

Place

155, Takasu-sunaji, Kochi-shi, Kochi Prefecture
Rainbow Hall, third floor, Chres

3

Meeting Agenda

Matters to be 1. The Business Report and Consolidated Financial Statements for the Company’s
reported
42nd Fiscal Year (September 1, 2022 – August 31, 2023) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board of
Corporate Auditors

2. Non-consolidated Financial Statements for the Company’s 42nd Fiscal Year
(September 1, 2022 – August 31, 2023)
Proposals to Proposal 1
be resolved Proposal 2
Proposal 3
Proposal 4
Proposal 5
Proposal 6
4

Appropriation of Surplus
Partial Amendment to the Articles of Incorporation
Election of 7 Directors
Election of 3 Corporate Auditors
Revision of Total Remuneration of Directors
Decision on Remuneration to Grant Restricted Stocks to Directors(excluding Outside Directors)

Handling of Exercise - If you exercise the voting rights multiple times on the internet, etc., the last exercise of the voting
rights will be deemed valid.
of Voting Rights- If you exercise your voting rights both on the internet, etc. and in writing (by post), the exercise of
the voting rights on the internet, etc. will be deemed valid regardless of the date and time of arrival.
- If you exercise the voting rights in writing (by post) and do not indicate approval or disapproval of
the proposals on the Voting Rights Exercise Form, it will be deemed as indication of approval.
- Please also see the Information on the Exercise of Voting Rights on the next page.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If there are changes to the items subject to electronic provision, items before and after the changes will be made available on each of
the above websites.
● For the General Meeting of Shareholders, printed documents including the items subject to electronic provision will be provided
regardless of request for provision of printed documents. However, the following items will be omitted in accordance with laws andregulations and provisions of Article 16 Paragraph 2 of the Company’s Articles of Incorporation.
1)“System for Ensuring Appropriateness of Operations” and “Overview of Operation of System for Ensuring Appropriateness of
Operations” in the business report
2)“Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements” in the consolidated
financial statements
3)“Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements” in the nonconsolidated financial statements
The business report, consolidated financial statements, and non-consolidated financial statements are part of the documents audited by
the Accounting Auditor when preparing the accounting audit report written in this notice and by the Corporate Auditors when preparing
the audit report.
●●Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1

Appropriation of Surplus

The Company proposes to appropriate surplus as described below.
Matters regarding year-end dividend
Regarding the year-end dividend for the 42nd term, the Company proposes to pay 20.00 yen per share taking into account thebusiness results for the fiscal year and the future business development. This brings the annual dividend including the interim
dividend to 40.00 yen per share.
(1) Type of dividend property

Cash(2) Distribution of dividend property,
and the total amount thereof

20.00 yen per share of the Company’s common stock
The total amount of dividend is 544,352,200 yen.

(3) Effective date of distribution of surplus

Wednesday, November 29, 2023

Proposal 2

Partial Amendment to the Articles of Incorporation

The Company proposes to amend part of the Articles of Incorporation as described below.
1. Reasons for the amendment
In order to maintain and improve independent and objective supervision of management by the Board of Directors, theCompany proposes to amend Article 23 of the current Articles of Incorporation designating the President as the chair of theBoard of Directors’ meetings to enable other Directors to chair the Board of Directors’ meetings.
2. Details of the amendment
Details of the amendment are as follows.
Current Articles of Incorporation(The proposed amendment is underlined.)
Proposed amendment(Person Authorized to Convene Board of Directors’ (Person Authorized to Convene Board of Directors’Meetings and Chairperson)
Meetings and Chairperson)
Article 23 The Board of Director’s meetings shall be Article 23 The Board of Directors’ meetings shall be
convened and chaired by the President unlessconvened and chaired by the Director
otherwise stipulated by laws and regulations.
determined in advance by a resolution of theBoard of Directors, unless otherwise stipulated
by laws and regulations.
2.
If the President is unable to serve, other2.
If the Director prescribed in the preceding
Directors shall replace in the order resolved byparagraph is unable to serve, other Directors
the Board of Directors in advance.
shall replace in the order determined in advanceby a resolution of the Board of Directors.

Proposal 3

Election of 7 Directors

The terms of office of all the present 14 Directors will expire at the closing of this Ordinary General Meeting of Shareholders.
We propose to reduce the number of directors by 7 to enable strategic and flexible decision-making at the Board of Directors, andelect 7 Directors including 3 Outside Directors.
The candidates for Directors are as follows.
No.

Name

1

Shinnosuke Moribe

2

Atsushi Ohira

3

Mika Maeda

4

Yusei Morino

5

Current position and responsibilities at the Company
Reapp
ointm
ent
Reapp
Executive Vice President
ointm
ent
Reapp
Executive Director
Overseas Business
ointm
ent
Reapp
Director
Administration Headquarters ointm
ent
Representative Director
and President-

Shoji Iwakuro

Independent Outside
Director

-

Reapp
ointm
ent

Outsi
de

Indep
enden
t

6

Tomomi Hisamatsu

Independent Outside
Director

-

Reapp
ointm
ent

Outsi
de

Indep
enden
t

7

Takaaki Iwaki

Independent Outside
Director

-

Reapp
ointm
ent

Outsi
de

Indep
enden
t

No. 1
Shinnosuke
MoribeReappointment
Date of birth
October 2, 1951
Number of the Company’s
shares held
8,432
Attendance at the Board of
Directors’ meetings
13/13

No.

2

AtsushiOhira
Reappointment

Date of birth
February 3, 1959
Number of the Company’s
shares held
6,712
Attendance at the Board of
Directors’ meetings
13/13

Career summary, positions and areas of responsibility at the Company, and important concurrent
positionsMar. 2012
Left Kochi Prefectural Government OfficeJun. 2012
Joined the Company
Oct. 2012
Operating Officer, General Manager of Construction Solutions Department,
Deputy General Manager of GTOSS Sales Department, and General Manager of JPA
Support Department, the Company
Feb. 2013
Operating Officer and General Manager of Construction Solutions Department, theCompany
Nov. 2013
Managing Director, the Company
Nov. 2015
Executive Director, the Company
Jun. 2016
Executive Vice President, the Company
Mar. 2020
Managing Director, Giken Europe B.V.
Nov. 2020
Representative Director and President, the Company (current position)<Reasons for nomination as a Director candidate>
Mr. Shinnosuke Moribe has abundant experience and track record in public administration. Since
2013, he has been serving as a Director of the Company and fulfilling his role in corporate managementwith high levels of insight and skills. The Company therefore renominates him as a Director candidate.

Career summary, positions and areas of responsibility at the Company, and important concurrent
positionsApr. 1981
Joined GIKEN SEKO CO., LTD.
Mar. 1999
General Manager of West Japan Operations Department, GIKEN SEKO CO., LTD.
Sep. 2003
Temporary transfer to Giken America Corporation
Feb. 2009
Temporary transfer to Operating Officer and General Manager of Construction
Solutions Department, the Company
Jun. 2011
Operating Officer, General Manager of Construction Solutions Department, andGeneral manager of JPA Support Department, the Company
Oct. 2012Managing Operating Officer, GIKEN SEKO, CO., LTD.
Nov. 2013
Executive Director, GIKEN SEKO, CO., LTD.
Nov. 2014
Director, the Company
Nov. 2015
President, GIKEN SEKO CO., LTD.
Sep. 2020
Managing Director, Giken Seisakusho Asia Pte., Ltd.
Mar. 2022
Executive Vice President, the Company (current position)
Managing Director, Giken Europe B.V.
May 2022
Executive Chairman, GIKEN SEKO CO., LTD. (current position)
Apr. 2023
President, Giken America Corporation (current position)
Important concurrent position
Executive Chairman, GIKEN SEKO CO., LTD.
President, Giken America Corporation<Reasons for nomination as a Director candidate>
Mr. Atsushi Ohira has abundant experience and track record in the construction and sales departments
as President of GIKEN SEKO CO., LTD. Since 2014, he has been serving as a Director of theCompany and fulfilling his role in corporate management with high levels of insight and skills. The
Company therefore renominates him as a Director candidate.

No.

3

Mika Maeda
Reappointment
Date of birthAugust 2, 1966
Number of the Company’s
shares held
16,310Attendance at the Board of
Directors’ meetings
13/13

No.

4

Yusei
MorinoReappointment
Date of birthJune 1, 1977

Number of the Company’s
shares held
2,400
Attendance at the Board of
Directors’ meetings
13/13

Career summary, positions and areas of responsibility at the Company, and important concurrent
positionsApr. 1989
Joined the Company
Feb. 2013
Department Leader, Planning Department, the Company
Sep. 2015
Department Leader, Management Strategy Department, the Company
Sep. 2016
Operating Officer in charge of the Press-in Products Business, the Company
Nov. 2016
Director, the Company
Nov. 2017Managing Director, the Company
Jun. 2020
Managing Director, GIKEN SEKO, CO., LTD.
Nov. 2020
Executive Director, the Company
Aug. 2022
Executive Director, GIKEN SEKO, CO., LTD. (current position)
Nov. 2022
Executive Director, Overseas Business, the Company (current position)
Important concurrent position
Executive Director, GIKEN SEKO, CO., LTD.
<Reasons for nomination as a Director candidate>Ms. Mika Maeda has abundant experience in the Company’s administration department and main
businesses. Since 2016, she has been serving as a Director of the Company and fulfilling her role withhigh levels of insight and skills. The Company therefore renominates her as a Director candidate.
Career summary, positions and areas of responsibility at the Company, and important concurrent
positionsApr. 1996
Joined the Company
Sep. 2016
Department Leader, Production Management Department, the Company
Nov. 2017
Operating Officer in charge of the Press-in Products Business, the Company
Nov. 2021
Director, the Company
Nov. 2022
Director in charge of Administration Headquarters, the Company<Reasons for nomination as a Director candidate>
Mr. Yusei Morino has abundant experience and track record in the Company’s Press-in Products
Business and administration department. Since 2021, he has been serving as a Director of the Company
and fulfilling his role in corporate management with high levels of insight and skills. The Company
therefore renominates him as a Director candidate.

No.

5

Shoji
IwakuroReappointment

Career summary, positions and areas of responsibility at the Company, and important concurrent
positionsApr. 1970
Joined Komatsu Ltd.
Apr. 2006
President, Komatsu (Changzhou) Foundry Corporation
Apr. 2010
Executive Director and General Manager of Production Division, Komatsu Castex Ltd.
(currently Komatsu Ltd.)
Jun. 2014
Standing Corporate Auditor, Komatsu Ltd.
Jul. 2017Retired as Standing Corporate Auditor, Komatsu Ltd.
Nov. 2017
Outside Director, the Company (current position)
Reasons for nomination as an Outside Director candidate and the role expected of the candidate
Mr. Shoji Iwakuro has abundant experience and track record in the manufacturing industry in Japanand overseas. The Company renominates him as an Outside Director candidate on expectations that hewould appropriately fulfill his duties as the Company’s Outside Director, which include contributing to
the Company’s growth and improvement in its corporate values and supervising business execution.

OutsideIndependent
Date of birth
July 11, 1952
Number of the Company’s
shares held
900
Attendance at the Board of
Directors’ meetings
13/13

No.

6

Tomomi
Hisamatsu
Reappointment
OutsideIndependent
Date of birth
July 7, 1953
Number of the Company’s
shares held
1,400
Attendance at the Board of
Directors’ meetings
13/13

Career summary, positions and areas of responsibility at the Company, and important concurrent
positionsApr. 1978
Joined Taiyo Tanko Co., Ltd. (currently Taiyo Co., Ltd.)
Aug. 1984
Director, Taiyo Tanko Co., Ltd.
Jul. 1986
Executive Vice President, Taiyo Tanko Co., Ltd.
Aug. 1986
Director, Tosa Soko Co., Ltd. (current position)
Aug. 1992
President, Taiyo Tanko Co., Ltd.
Jul. 1997
President, Taiyo Co., Ltd. (current position)
Aug. 2001
Representative Director and President, NIHON BLADE co., ltd. (current position)
Nov. 2020
Outside Director, the Company (current position)
Important concurrent position
President, Taiyo Co., Ltd.
Representative Director and President, NIHON BLADE co., ltd.
Director, Tosa Soko Co., Ltd.
Reasons for nomination as an Outside Director candidate and the role expected of the candidate
Mr. Tomomi Hisamatsu has abundant experience and track record as a corporate manager in Japan andoverseas. The Company renominates him as an Outside Director candidate on expectations that hewould, from a global and objective standpoint, appropriately fulfill his duties as the Company’s Outside
Director, which include contributing to the Company’s growth and improvement in its corporate values
and supervising business execution.

No.

7

Takaaki
Iwaki
Reappointment
OutsideIndependent
Date of birth
November 30, 1952
Number of the Company’s
shares held
1,000

Career summary, positions and areas of responsibility at the Company, and important concurrent
positionsAug. 1978
Joined Kochi Prefectural Government Office
Apr. 2009
General Manager of Industrial Promotion Department
Jan. 2012
Deputy Governor of Kochi Prefecture
Mar. 2021
RetiredJun. 2021
Representative Director and President, Kochi Airport Terminal Building Co., Ltd.
(current position)
Outside Director, Nippon Kodoshi Corporation (current position)
Nov. 2021
Outside Director, the Company (current position)
Important concurrent position
Representative Director and President, Kochi Airport Terminal Building Co., Ltd.
Outside Director, Nippon Kodoshi Corporation
Reasons for nomination as an Outside Director candidate and the role expected of the candidate
Mr. Takaaki Iwaki has a high level of insight cultivated through long and abundant experience in public
administration. The Company renominates him as an Outside Director candidate on expectations that
he would appropriately fulfill his duties as the Company’s Outside Director, which include contributing
to the Company’s growth and improvement in its corporate values and supervising business execution.

Attendance at the Board of
Directors’ meetings
12/13(Notes) 1. There are no special interests between the candidates and the Company.
2. Mr. Shoji Iwakuro, Mr. Tomomi Hisamatsu, and Mr. Takaaki Iwaki are candidates for Outside Directors.
3. Mr. Shoji Iwakuro, Mr. Tomomi Hisamatsu, and Mr. Takaaki Iwaki currently serve as Outside Directors of the Company. They will have been in office forsix years, three years, and two years, respectively, at the closing of this Ordinary General Meeting of Shareholders.
4. The Company has entered into an agreement with Mr. Shoji Iwakuro, Mr. Tomomi Hisamatsu, and Mr. Takaaki Iwaki to limit their liability under Article
423, Paragraph 1 of the Companies Act of Japan. Based on the agreement, their liability is limited to the minimum liability amount stipulated by laws andregulations. If their reappointment is approved, the Company plans to renew the agreement.
5. The Company has entered into a directors and officers (D&O) liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph
1 of the Companies Act of Japan to cover legal damages and litigation expenses to be borne by the insured including its Directors. The candidates will be
included in the insured persons of the said insurance contract if they are elected and appointed as a Director. The Company plans to renew the said insurance
contract at the next renewal with the same contents.
6. The Company has submitted an Independent Director/Auditor Notification to the Tokyo Stock Exchange to register Mr. Shoji Iwakuro, Mr. Tomomi
Hisamatsu, and Mr. Takaaki Iwaki as Independent Directors. If their reappointment is approved, the Company plans to register them again as Independent
Directors.

Proposal 4

Election of 3 Corporate Auditors

The terms of office of all the present 3 Corporate Auditors will expire at the closing of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes to elect 3 Corporate Auditors.
This proposal has been agreed upon by the Board of Corporate Auditors.
The candidates for Corporate Auditors are as follows:
No.

Name

Current position at the Company

1
2
3

Akihiko Yuno-

Sayuri Matsuoka

Corporate Auditor

Ichiro Nao-

NewOutsideReappointment
New

Outside Independent

No.

1

AkihikoYuno
New

OutsideDate of birth
May 7, 1977

Career summary and position at the Company
Apr. 2001
Joined The Shikoku Bank, Ltd.
Sep. 2016
Chief Manager, Human Resources Department, The Shikoku Bank, Ltd.
Sep. 2018
Deputy Branch Manager, Kamimachi Branch, The Shikoku Bank, Ltd.
Jun. 2020
Branch Manager, Motoyama Branch, The Shikoku Bank, Ltd. (current position)
Reasons for nomination as an Outside Corporate Auditor
The Company nominates Mr. Akihiko Yuno as an Outside Corporate Auditor on expectations that hewould appropriately audit the Company’s management and operations from an objective standpoint,
leveraging his financial expertise and abundant experience. Mr. Yuno has never been directly involvedin corporate management, but the Company judges that he can appropriately fulfill his duties as theCompany’s Outside Corporate Auditor for the above reasons.

Number of the Company’s
shares held–
Attendance at the Board of
Directors’ meetings–
Attendance at the Board of
Corporate Auditors’ meetings–

No. 2
SayuriMatsuoka
Reappointment

Date of birth
September 17, 1955
Number of the Company’s
shares held
4,400
Attendance at the Board of
Directors’ meetings
13/13
Attendance at the Board of
Corporate Auditors’ meetings
12/12

Career summary and position at the Company
Mar. 2013
Left Kochi Prefectural Government Office
Apr. 2015
Joined the Company; Counselor, Administration Department
Jun. 2018
Left the Company
Jul. 2018
Legal Advisor, the Company
Nov. 2019
Corporate Auditor, the Company (current position)
Reasons for nomination as a Corporate Auditor
Ms. Sayuri Matsuoka has been appropriately auditing the Company’s management and operations as
the Company’s Corporate Auditor since November 2019, leveraging her abundant experience and trackrecord in public administration and involvement in the Company’s legal affairs since 2015. Therefore,
the Company renominates her as a Corporate Auditor.

No.

IchiroNao

3New

OutsideIndependent
Date of birthJanuary 2, 1957

Career summary and position at the Company
Apr. 1977
Police Officer, Kochi Prefectural Police
Feb. 2015
Chief, Criminal Investigation Department, Kochi Prefectural PoliceMar. 2017
Left Kochi Prefectural Police
Apr. 2017
Acting General Manager, General Affairs Department, Kochi Branch, Shikoku ElectricPower Co., Inc.
May 2020
Member, Anti-Bullying Committee, Kochi City
Mar. 2022
Left Shikoku Electric Power Co., Inc.
Apr. 2022
Conciliator, Kochi Family Court (current position)
Dec. 2022
Left Anti-Bullying Committee, Kochi City
Reasons for nomination as an Outside Corporate Auditor
Mr. Ichiro Nao has abundant experience and knowledge as a police officer, and the Company nominates
him as an Outside Corporate Auditor on expectations that he would appropriately audit the Company’s
management and operations from an objective standpoint. Mr. Nao has never been directly involved incorporate management, but the Company judges that he can appropriately fulfill his duties as theCompany’s Outside Corporate Auditor for the above reasons.

Number of the Company’s
shares held–
Attendance at the Board of
Directors’ meetings–
Attendance at the Board of
Corporate Auditors’ meetings–(Notes) 1. There are no special interests between the candidates and the Company.
2. Mr. Akihiko Yuno and Mr. Ichiro Nao are candidates for Outside Corporate Auditors.
3. If the election of Mr. Akihiko Yuno and Mr. Ichiro Nao is approved, the Company plans to enter into an agreement with them to limit their liability under
Article 423, Paragraph 1 of the Companies Act of Japan. Based on the agreement, their liability is limited to the minimum liability amount stipulated by laws
and regulations.
4. The Company has entered into a directors and officers (D&O) liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph
1 of the Companies Act of Japan to cover legal damages and litigation expenses to be borne by the insured including its Corporate Auditors. The candidates
will be included in the insured persons of the said insurance contract if they are elected and appointed as Corporate Auditors. The Company plans to renew
the said insurance contract at the next renewal with the same contents.
5. Mr. Ichiro Nao meets the Tokyo Stock Exchange’s requirements for Independent Directors/Auditors. If his election is approved, the Company plans toregister him as an Independent Corporate Auditor.

Reference
Expertise and experience of candidates for Directors and Corporate Auditors are as follows:
Name

Current position Corporate Technology
Sales
at the Company management and R&D /marketing

Shinnosuke
MoribeRepresentative
Director andPresident●●

Atsushi Ohira

Executive Vice
President●

Mika Maeda

Executive Director

Yusei Morino

Director

Shoji Iwakuro

Independent
Outside Director

●
●
●
●

Tomomi
Hisamatsu

Independent
Outside Director●●

Takaaki Iwaki

Independent
Outside Director●●

Akihiko Yuno-

Sayuri Matsuoka Corporate Auditor
Ichiro Nao-

Globalaffairs

Finances
General/accounting affairs/HR

●
●
●
●

●
●

Legal
affairs/compliance

●
●

●
●

●
●
●

●
●
●

(Note) The above matrix shows areas of particular expertise based on each candidate’s experience, etc. It does not indicate all knowledge they have.

●●Proposal 5

Revision of Total Remuneration of Directors

The total remuneration for the Company’s Directors has been within 550 million yen per year (including 50 million yen for
Outside Directors) as approved at the 36th Ordinary General Meeting of Shareholders held on November 28, 2017. Considering
the reduced number of Directors, etc., the Company proposes to revise the total remuneration for the Directors to be within 350
million yen per year (including 50 million yen for Outside Directors). The total remuneration for Directors do not include theemployee salaries of Directors who concurrently serve as employees.
This proposal has been deliberated at the Nomination and Remuneration Committee and decided at the Board of Directors,
comprehensively taking into account the Company’s business scale, officers’ remuneration system and pay standards, current
number of officers, future prospects, etc., and the Company judges it to be reasonable. The Company’s policies for determining
directors’ remuneration and related matters, etc. is as described in “2 Present condition of the Company (3) Situation of theCompany’s officers, 2. Remuneration of Directors and Corporate Auditors of the Business Report”. If Proposal 6 “Decision on
Remuneration to Grant Restricted Stocks to Directors (excluding Outside Directors)” is approved as initially proposed, the policy
will be changed to as described in “References” of the Proposal.
The current number of Directors is 14 (including 5 Outside Directors), but if Proposal 3 “Election of 7 Directors” is approved
as initially proposed, the number of Directors will be 7 (including 3 Outside Directors).

Proposal 6

Decision on Remuneration to Grant Restricted Stocks to Directors(excluding Outside Directors)

As part of reviewing the executive remuneration plan, the Company proposes to newly provide compensation to grant restricted
stocks to Directors of the Company (excluding Outside Directors; hereinafter “Eligible Directors”), separately from Proposal 5“Revision of Total Remuneration of Directors,” for the purpose of furthering value sharing with shareholders, as well as further
incentivizing the Eligible Directors to make continuous improvement of the Company’s corporate value.
Based on this proposal (hereinafter, “Proposal”), the remuneration to be provided to the Eligible Directors for the purpose of
granting restricted stocks shall be monetary claims, which total amount shall be up to 50 million yen per year (provided, however,that it does not include the employee salaries of Directors who concurrently serve as employees). Specific timing and allocationof payment to each Eligible Director shall be determined by the Board of Directors.
Currently, the number of Directors (excluding Outside Directors) is 9. If, however, the Proposal 3 “Election of 7 Directors” isapproved as proposed, the number of Directors (excluding Outside Directors) will be 4.
The Eligible Directors shall be issued or have shares of the Company’s common stocks disposed of by paying all of the monetaryclaims paid by the Company under the Proposal as a contribution-in-kind asset. The total number of shares of the Company’scommon stocks to be issued or disposed of under the Proposal shall not exceed 50,000 shares per year (if, however, a stock split(including gratis allotment of the Company’s common stock) or a stock consolidation of the common stock of the Company or any
other event that requires adjustment of the total number of common stock of the Company to be issued or disposed of as restricted
stock occurs on and after the date of approval of the Proposal, such total number shall be adjusted to a reasonable extent. The
amount to be paid per share shall be based on the closing price of the common stock of the Company in the Tokyo Stock Exchangeon the business day immediately prior to the date of the corresponding resolution of the Board of Directors (if the Company’s
stock was not traded that day, the closing price on the most recent preceding trading day) and determined by the Board of Directors
to the extent that it is not particularly advantageous to the Eligible Directors who will receive the common stocks. In issuing or
disposing of common stock of the Company or paying all of the monetary claims paid by the Company as a contribution-in-kind
asset in accordance with the Proposal, the Company and the Eligible Directors shall enter into a restricted stock allotment
agreement (hereinafter, “Allotment Agreement”) that includes the following terms. The Company considers that the upper limit of
the remuneration amount, the number of the common stock of the Company to be issued or disposed of under the Proposal and theconditions to grant restricted stocks to the Eligible Directors based on the Proposal are reasonable in light of the said purposes ofgranting restricted stocks, the Company’s business performance and the Directors’ remuneration policy of the Company (if the
Proposal is approved, the policy will be revised as described in the following “Reference” section in order to have it in compliancewith the details of the approved Proposal).
If the Proposal is approved as proposed at the Ordinary General Meeting of Shareholders, the Company is planning to adopt asimilar restricted stock remuneration plan for delegated Operating Officers and employee Operating Officers.

[Outline of the Allotment Agreement](1) Transfer restriction period
The Eligible Directors are prohibited to assign, create a security interest in or otherwise dispose of the common stocks allotted
under the Allotment Agreement (hereinafter, “Allotted Stocks”) during the period (hereinafter, “Transfer Restriction Period”) fromthe date of the allotment under the Allotment Agreement to the point in time immediately after the Eligible Directors retires orresigns from the positions of the Company or its subsidiaries that are predefined by the Board of Directors (hereinafter, “Transfer
Restriction”). If, however, the timing immediately after the retirement or resignation is before three months have passed after theend of the business year to which the date of delivery of the Allotted Stocks belongs, the end of the Transfer Restriction Period
shall be adjusted to a reasonable extend.
(2) Handling in the event of retirement and resignation
If an Eligible Director retires or resigns from the position of the Company or its subsidiaries that is predefined by the Board of
Directors before the expiration of the period predefined by the Board of Directors (hereinafter, “Service Period”), the Company,
unless there is a reason that deems justifiable such as expiration of the term of office, death or any other reason, will naturally
acquire the Allotted Stocks without consideration.
(3) Lifting of the Transfer Restriction
The Company shall lift the Transfer Restriction of all of the Allotted Stocks upon expiration of the Transfer Restriction Period,
provided that the Eligible Director has continuously held the position of the Company or its subsidiaries that is predefined by the
Board of Directors during the Service Period. However, if 1) the Eligible Director retires or resigns from the position of theCompany or its subsidiaries that is predefined by the Board of Directors before the expiration of the Service Period for reasonsthat are deemed justifiable, or 2) the Eligible Director, even after the end expiration of the Service Period, retires or resigns fromthe position of the Company or its subsidiaries that is predefined by the Board of Directors before the expiration of the Transfer
Restriction Period for reasons that are those other than justifiable, the number of the Allotted Stocks for which the Transfer
Restriction is lifted and the timing of lifting the Transfer Restriction shall be reasonably adjusted as necessary. At the same time,
the Company shall naturally acquire, without consideration, the Allotted Stocks for which the Transfer Restriction have not been
lifted in accordance with the preceding paragraph at the point in time immediately after the Transfer Restriction is lifted.
(4) Handling in the event of reorganization
Regardless of (1) above, if, during the Transfer Restriction Period, a merger agreement under which the Company becomes adissolving company, a share exchange agreement under which the Company becomes a wholly-owned subsidiary, a share transfer
plan, or other matters relating to the reorganization are approved at the Company’s general meeting of shareholders (provided,
however, that if approval by the Company’s general meeting of shareholders is not required for the reorganization, the Company’s
Board of Directors shall approve the reorganization), the Transfer Restriction shall be lifted by resolution of the Board of Directors
at a timing preceding the effective date of the reorganization for the number of the Allotted Stocks that are reasonably determined,
considering the period from the commencement date of the Transfer Restriction Period to the approval date of the reorganization.

In the event above, the Company shall naturally acquire, without consideration, the Allotted Stocks for which the Transfer
Restriction have not been lifted at the point in time immediately after the Transfer Restriction is lifted.
(5) Other matters
Any other matter regarding the Allotment Agreement shall be determined by the Board of Directors of the Company.

[Reference] Policies for Determining Directors’ Remuneration and related matters
1. Basic Policy
The remuneration for Directors of the Company (excluding Outside Directors; hereinafter the same.) shall be structured tobe linked with shareholder benefits to ensure that it sufficiently functions as an incentive to promote sustainableimprovement of corporate value. In determining the remuneration for individual Directors, the Company’s basic policy is
to set the remuneration at an appropriate level taking into consideration their respective duties. Specifically, theremuneration for Directors consists of basic remuneration which is a fixed remuneration (monetary remuneration),
performance-linked remuneration which is variable remuneration (monetary remuneration) and transfer restricted stock
remuneration which is non-monetary remuneration. Outside Directors who is responsible for supervising functions shallbe paid only basic remuneration in consideration of their duties.
2. Policy on determining the amount of individual remuneration for basic remuneration (monetary remuneration) (including
policies on determining the timing and conditions where remuneration is granted)
The basic remuneration of Directors of the Company shall be a fixed monthly remuneration in accordance with theirpositions and duties, which is comprehensively determined also by taking into account levels of other companies, theCompany’s business performance and levels of employee salaries of the Company, and shall be paid monthly.
3. Policy on determining the amount of performance-linked remuneration (monetary remuneration) (including policies ondetermining the timing and conditions where remuneration is granted)
The performance-linked remuneration (monetary remuneration) shall be paid to Directors who has been in the position ineach business year, and an amount calculated according to the degree of achievement of consolidated net sales and income
against the target values in each business year shall be paid at a fixed time every year.
4. Policy on determining the amount of non-monetary remuneration (including policies on determining the timing andconditions where remuneration is granted)
The Company shall grant restricted stocks to Directors who has been in their positions each business year for the purposeof furthering value sharing with shareholders, as well as further incentivizing the Eligible Directors to make continuous
improvement of the Company’s corporate value. The specific number of stocks to be allotted shall be determined based on
the position and, roles and responsibilities of each Director. Granting of restricted stocks to Directors shall be resolved ata Board of Directors meeting in November each year, and the stocks to be granted for the year will be granted in a lumpsum in December. The restricted stocks shall include the following terms and conditions.
1) Transfer Restriction and Transfer Restriction Period
Directors are prohibited to assign, create a security interest in or otherwise dispose of the transfer restricted stocks
during the period from the grant date of restricted stock to the date when the Directors retire from the director positionsof the Company or any other position defined by the Board of Directors.
2) Clause for acquisition by the Company with no consideration

In the event of retirement of Directors in the middle of their terms due to reasons that are not justifiable, violation oflaws and regulations or the Company internal regulations, and any other reason that falls under the reasons that theBoard of Directors of the Company determined that acquisition with no consideration is reasonable, the Company shallacquire the restricted stocks granted to Directors with no consideration.
5. Matters regarding determining the details of remuneration for each individual Director
Regarding the amount of remuneration of individual Directors, the Representative Director and President shall develop an
original proposal, comprehensively considering each Director’s basic remuneration, performance-linked remuneration andnon-monetary remuneration which is for the purpose of a medium- to long-term incentive and percentages thereof, within
the maximum remuneration approved by the general meeting of shareholders. The draft shall be subject to consultation
with the Nomination and Remuneration Committee, of which more than half of the members are Independent Outside
Directors. Based on its recommendation, the draft will be resolved at the Board of Directors.

End