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

(Securities Code: 1942)
June 8, 2021
To our shareholders:
Kiyoshi Goto, Chairman and Director
Kandenko Co., Ltd.
4-8-33 Shibaura, Minato-ku, Tokyo

Notice of the 107th Annual General Meeting of Shareholders
We are pleased to announce the 107th Annual General Meeting of Shareholders of Kandenko Co., Ltd. (the“Company”) to be held as described below.
If you exercise your voting rights prior to the meeting, please refer to the “Guide to Exercise Voting Rights” (Japaneseonly) on page 3 and page 4 and exercise your voting rights in writing or via the Internet, after examining the Reference
Documents for the General Meeting of Shareholders as stated hereafter.
1. Date and Time: Tuesday, June 29, 2021, at 10 a.m. (JST)
2. Venue:
Head Office of the Company
4-8-33 Shibaura, Minato-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the 107th
fiscal year (from April 1, 2020 to March 31, 2021), and the results of the audits of the Consolidated Financial
Statements by the Independent Accounting Auditor and the Board of Auditors
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of 14 Directors
Proposal No. 3
Payment of Bonuses to Directors
Proposal No. 4
Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Outside Directors)

1. If you are attending the meeting in person, please submit the enclosed voting form to the reception.
2. “Systems to ensure that Directors perform their duties in compliance with relevant laws and regulations and the Articles ofIncorporation, other systems to ensure properness of operations of the Company, and the overview of the operation status of thesesystems” in the Business Report, Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial
Statements are posted on the Company’s website (https://www.kandenko.co.jp/) pursuant to the applicable laws and regulations andthe Company’s Articles of Incorporation. Accordingly, the documents attached hereto are a part of the Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements which the Auditors audited in preparing their audit reports, as well
as a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by Independent Accounting
Auditor in preparing their audit reports.
3. If any modifications are made to items in the documents attached hereto or the Reference Documents for General Meeting of
Shareholders will be posted on the Company’s website (https://www.kandenko.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus by means of a year-end dividend of ¥14 per share, totaling¥2,859,608,542, based on its dividend policy of adhering to the stable and continuous payment of dividends.
It is also proposed that the effective date of the year-end dividend shall be June 30, 2021.
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥14 per share
Total dividends: ¥2,859,608,542
Effective Date
June 30, 2021

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Proposal No. 2

Election of 14 Directors

At the conclusion of this meeting, the terms of office of all 14 Directors will expire. Therefore, the Company proposes
the election of 14 Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current Position at the Company

1

Hiroshi Yamaguchi

New election―

2

Toshio Nakama

Reelection

President and Executive Officer

3

Shoichiro Kashiwabara

Reelection

Executive Vice President and Executive Officer

4

Yuji Ueda

Reelection

Managing Director and Executive Officer

5

Shinichi Miyauchi

Reelection

Senior Managing Director and Executive Officer

6

Koji Tsuru

Reelection

Managing Director and Executive Officer

7

Nobuhiro Iida

Reelection

Managing Director and Executive Officer

8

Hitoshi Sugizaki

Reelection

Managing Director and Executive Officer

9
10
11

Mitsuru Fujii
Shinji Takahashi
Koichi Nakahito

Executive Managing Officer
Executive Managing Officer
Executive Managing Officer

12

Takashi Uchino

13

Hajime Saito

14

Miwako Ando

New election
New election
New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Board ofDirectors’Meeting
Attendance―
16/16(100.0%)16/16(100.0%)16/16(100.0%)16/16(100.0%)12/12(100.0%)12/12(100.0%)12/12(100.0%)―――

Director

16/16(100.0%)

Director

16/16(100.0%)―-3-―

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1975
Oct. 2003
June 2005

June 2006

June 2007

June 2012
Hiroshi Yamaguchi(February 15, 1951)
Apr. 2013

1

June 2014
New election
June 2015

Apr. 2016

June 2017
May 2018
June 2018
June 2019

Joined Tokyo Electric Power Company,
Incorporated
General Manager of Engineering Department ofTokyo Electric Power Company, Incorporated
Executive Officer, General Manager ofEngineering Department of Tokyo ElectricPower Company, Incorporated
Executive Officer, Deputy General Manager ofElectric Power Distribution Division of Tokyo
Electric Power Company, Incorporated
Managing Director, Deputy General Manager
of Electric Power Distribution Division ofTokyo Electric Power Company, Incorporated
Director, Representative Executive Vice
President and General Manager of ElectricPower Distribution Division of Tokyo ElectricPower Company, Incorporated
Director, Representative Executive Vice
President and General Manager of Technology
Development Division of Tokyo Electric Power
Company, Incorporated
Representative Executive Vice President andChief Engineer of Tokyo Electric Power
Company, Incorporated
Representative Executive Vice President, Chief
Engineer and Safety Management of Tokyo
Electric Power Company, Incorporated
Representative Executive Vice President andChief Engineer, Safety Management of Tokyo
Electric Power Company Holdings, Inc.
Chairman of Kanto Electrical Safety Services
Foundation (current position)
President of The Institute of ElectricalEngineers of Japan (IEEJ) (until May 2019)
Director, Audit & Supervisory Committee
Member of Chiyoda Corporation
Director of Chiyoda Corporation (current
position)

Number of theCompany’s shares
owned

3,000 shares

Reasons for nomination as candidate for Director
Hiroshi Yamaguchi has experience, expertise, etc. gained through serving in positions that include Director andExecutive Officer of Tokyo Electric Power Company, Incorporated and Tokyo Electric Power Company Holdings,
which will contribute to management of the Company.

-4-Candidate
No.

Name
(Date of birth)
Toshio Nakama(February 25, 1960)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1982
Oct. 2014

June 2015
June 2017
June 2020
2

Joined the Company
Senior Executive Officer, Division Manager ofKitakanto & Hokushinetsu Sales Division, andGeneral Manager of Saitama BranchManaging Director and Executive Officer
Executive Vice President and Executive Officer
President and Executive Officer (current
position)

Number of theCompany’s shares
owned

21,400 shares

Reelection

3

4

Tenure as Director (as of theconclusion of this meeting)
6 years
Reasons for nomination as candidate for Director
Toshio Nakama has experience, expertise, etc. gained through serving in positions that include President and Executive
Officer which will contribute to management of the Company.
Apr. 1981
Joined the Company
Shoichiro Kashiwabara(December 14, 1958)
Oct. 2014
Senior Executive Officer (management
planning, general affairs and human resources& welfare)June 2015
Managing Director and Executive Officer
June 2016
Senior Managing Director and Executive
Officer
28,618 shares
June 2017
Executive Vice President
Oct. 2018
Executive Vice President, Executive Officer,
Reelection
and Division Manager of Corporate Division in
charge of Overall Operations and Internal
Tenure as Director (as of theControl Division (current position)
conclusion of this meeting)
6 years
Reasons for nomination as candidate for Director
Shoichiro Kashiwabara has knowledge of operations in the areas of administration as well as experience, expertise, etc.
gained through serving in positions that include Executive Vice President and Executive Officer which will contributeto management of the Company.
Apr. 2016
Managing Director of TEPCO Energy Partner,
Yuji Ueda
Inc.
(January 26, 1960)
July 2017
Joined the Company as Executive Managing
Officer and Deputy Executive General Manager
of Sales Division and in charge of Group
Business
June 2018
Managing Director and Executive Officer
10,000 shares
July 2020
Managing Director, Executive Officer, andActing Division Manager of Sales Division (inReelection
charge of Strategy & Technology Development
Division, Group Business Department andTenure as Director (as of theInternational Business Division) (current
conclusion of this meeting)position)
3 years
Reasons for nomination as candidate for Director
Yuji Ueda has experience, expertise, etc. gained through serving in positions that include Managing Director of TEPCOEnergy Partner, Inc. as well as Managing Director and Executive Officer of the Company which will contribute to
management of the Company.

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Candidate
No.

Name
(Date of birth)
Shinichi Miyauchi(January 8, 1960)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1982
Oct. 2018

June 2019
June 2020
July 2020
5

Reelection

Joined the Company
Senior Executive Managing Officer andDivision Manager of Cost Management
DivisionManaging Director and Executive Officer
Senior Managing Director and Executive
Officer
Senior Managing Director, Executive Officer,
Division Manager of Cost Management
Division and Acting Division Manager ofSocial Infrastructure Division (in charge of
Safety & Environment Division) (current
position)

Number of theCompany’s shares
owned

9,300 shares

Tenure as Director (as of theconclusion of this meeting)
2 years
Reasons for nomination as candidate for Director
Shinichi Miyauchi has knowledge in the operation of the area of administration as well as experience, expertise, etc.
gained through serving in positions that include Senior Managing Director and Executive Officer which will contributeto management of the Company.
Apr. 1983
Joined the Company
Koji Tsuru(July 21, 1958)
Oct. 2018
Executive Managing Officer, Division Manager
of Higashikanto Sales Division and BranchManager of Chiba Branch
June 2020
Managing Director and Executive Officer
July 2020
Managing Director, Executive Officer, Division
Manager of Tokyo Sales Division and Branch
11,477 shares
Manager of Tokyo Branch (current position)
6

Reelection
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Koji Tsuru has knowledge of operations in the areas of electric engineering, environmental facilities and systems aswell as experience, expertise, etc. gained through his service in posts that include Division Manager of Higashikanto
Sales Division, Branch Manager of Chiba Branch, as well as Managing Director and Executive Officer which willcontribute to management of the Company.
Apr. 1985
Joined the Company
Nobuhiro Iida
(November 30, 1961)
Oct. 2018
Executive Managing Officer, Division Manager
of Minamikanto & Tokai Sales Division, andBranch Manager of Kanagawa Branch
June 2020
Managing Director, Executive Officer andDivision Manager of Sales Division (current
position)
10,400 shares

7

Reelection
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Nobuhiro Iida has knowledge of operations in the areas of electric engineering, environmental facilities and systems aswell as experience, expertise, etc. gained through his service in posts that include Division Manager of Minamikanto &Tokai Sales Division, Branch Manager of the Kanagawa Branch, as well as Managing Director and Executive Officer
which will contribute to management of the Company.

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Candidate
No.

Name
(Date of birth)
Hitoshi Sugizaki(November 1, 1961)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1985
July 2019
June 2020
July 2020

89

Joined the Company
Executive Managing Officer and Head of
Accounting & IT Unit, Corporate Division
Managing Director and Executive Officer
Managing Director, Executive Officer, Acting
Division Manager of Corporate Division andHead of Accounting & IT Unit (current
position)

Number of theCompany’s sharesowned

7,900 shares

Reelection
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Hitoshi Sugizaki has knowledge of operations in the area of administration and has experience, expertise, etc. gained
through his service in positions that include the head of accounting and the IT unit in the Corporate Division as well as
Managing Director and Executive Officer which will contribute to management of the Company.
Apr. 1985
Joined the Company
Mitsuru Fujii
July 2015
Deputy Executive General Manager of Power(October 31, 1962)
Division
July 2016
Executive Officer and Deputy Executive
General Manager of Power Division
7,300 shares
July 2017
Executive Managing Officer and Division
Manager of Power Division
Oct. 2018
Executive Managing Officer and Head ofPower Distribution Unit, Social Infrastructure
New election
Division (current position)
Reasons for nomination as candidate for Director
Mitsuru Fujii has knowledge of operations in the area of power distribution as well as experience, expertise, etc. gained
through his service in positions that include the head of power distribution unit in the Social Infrastructure Division
which will contribute to management of the Company.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1985
July 2016

Shinji Takahashi(September 10, 1962)

July 2017

July 2018

Oct. 201810
New election

July 2019
June 2020

11

Joined the Company
Executive Officer, Deputy Executive General
Manager of Sales Division (in charge ofStrengthening of Construction Capabilities) and
Department Manager of Quality &Construction Management Department, Sales
Division
Executive Officer and Department Manager of
Quality & Construction Management
Department, Sales Division
Executive Managing Officer and Department
Manager of Quality & Construction
Management Department, Sales Division
Executive Managing Officer, Head ofConstruction Quality Unit and Department
Manager of Technology Planning Department,
Sales Division
Executive Managing Officer and Head ofConstruction Quality Unit, Sales Division
Executive Managing Officer, Division Manager
of Minamikanto & Tokai Sales Division, andBranch Manager of Kanagawa Branch (current
position)

Number of theCompany’s shares
owned

4,000 shares

Reasons for nomination as candidate for Director
Shinji Takahashi has knowledge of operations in the areas of electric engineering, environmental facilities and systems
as well as experience, expertise, etc. gained through his service in posts that include Division Manager of Minamikanto& Tokai Sales Division and Branch Manager of the Kanagawa Branch which will contribute to management of theCompany.
Apr. 1987
Joined Tokyo Electric Power Company,
Incorporated
Koichi Nakahito(November 6, 1963)
Apr. 2016
General Manager of Engineering Department of
TEPCO Power Grid, Incorporated
Apr. 2018
Executive General Manager of Tokyo Branch of
TEPCO Power Grid, Incorporated
2,000 shares
Oct. 2020
Joined the Company as Executive Managing
Officer, Deputy Executive General Manager ofSocial Infrastructure Division and Deputy
Executive General Manager of Strategy &New election
Technology Development Division (current
position)
Reasons for nomination as candidate for Director
Koichi Nakahito has experience, expertise, etc. gained through serving in positions that include General Manager ofEngineering Department and Executive General Manager of Tokyo Branch of TEPCO Power Grid, Incorporated which
will contribute to management of the Company.

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Candidate
No.

Name
(Date of birth)
Takashi Uchino(November 17, 1951)

12

13

Reelection
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Professor of Department of Management,
Gakushuin University Faculty of Economics(until March 2019)
June 2013
Director of the Company (current position)
Oct. 2013
Representative Director of Institute Of
Management Studies, Japan (current position)<Significant Concurrent Positions outside the Company>
Representative Director of Institute Of Management Studies,Japan

Number of theCompany’s shares
owned

Apr. 1990

0 shares

Tenure as Director (as of theconclusion of this meeting)
8 years
Reasons for nomination as an outside Director and overview of expected role
Takashi Uchino has experience, expertise, etc. as a university professor and as a business administration expert which
will contribute to management of the Company, even though he has never been involved in the management of acompany.
Furthermore, the Company expects him to give advice and supervise management from an independent and objective
standpoint based on his above-mentioned experience, expertise, etc.
June 2009
Executive Managing Director of Mizuho
Hajime Saito
Financial Group, Inc.
(July 7, 1956)
Apr. 2011
Deputy President & Executive Officer ofMizuho Securities Co., Ltd.
June 2011
Deputy President and Deputy President &Executive Officer of Mizuho Securities Co.,Ltd.
Apr. 2015
Advisor of Mizuho Capital Co., Ltd.
0 shares
May 2015
Deputy President of Mizuho Capital Co., Ltd.
Reelection
Apr. 2016
President of Mizuho Capital Co., Ltd. (until
OutsideApril 2019)
Independent
June 2019
Director of the Company (current position)
Tenure as Director (as of theconclusion of this meeting)
2 years
Reasons for nomination as an outside Director and overview of expected role
Hajime Saito has experience and expertise, etc. gained through serving in positions that include Director of Mizuho
Financial Group, Inc., Mizuho Securities Co., Ltd., etc. which will contribute to the management of the Company.
Furthermore, the Company expects him to give advice and supervise management from an independent and objective
standpoint based on his above-mentioned experience, expertise, etc.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1985
Jan. 2014

Number of theCompany’s shares
owned

Appointed as Public Prosecutor
Chief Prosecutor of Tokushima District Public
Miwako Ando
Prosecutors Office(November 7, 1957)
July 2015
Chief Prosecutor of Kumamoto District Public
Prosecutors Office
July 2016
Public Prosecutor of Supreme Public
Prosecutors Office
0 shares
Mar. 2017Retired from Public Prosecutor
Apr. 2017
Professor of Graduate School of Law of Hosei
University (current position)
14
June 2019
Registered as Attorney-at-Law (current
New election
position)
Outside<Significant
Concurrent
Positions outside the Company>
Independent
Professor of Graduate School of Law of Hosei University
Attorney-at-law
Reasons for nomination as an outside Director and overview of expected role
Miwako Ando has experience, expertise, etc. as a public prosecutor and as an attorney-at-law which will contribute to
management of the Company, even though she has never been involved in the management of a company.
Furthermore, the Company expects her to give advice and supervise management from an independent and objective
standpoint based on her above-mentioned experience, expertise, etc.
Notes: 1. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Takashi Uchino and Hajime Saito to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. Further,pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company also plans to enter into anagreement with Miwako Ando to limit her liability for damages under Article 423, paragraph (1) of the Companies Act tothe minimum liability amount provided for by Article 425, paragraph (1) of the same Act.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided
for in Article 430-3, paragraph (1) of the Companies Act. The policy covers losses, etc. incurred by a Director, who is an
insured person, due to claims for damages or shareholders’ derivative suits from a third party. Furthermore, if new
candidates for Director assume office as Director, they will be included as insured persons in this policy.

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Proposal No. 3

Payment of Bonuses to Directors

The Company proposes to pay bonuses to 14 Directors (including three outside Directors) in office at the end of thecurrent fiscal year, at the total amount of ¥120,000,000, taking into consideration the business results for the fiscal
year under review, among others.
The amounts of the bonuses to Directors are deemed to be appropriate, since the Remuneration Advisory Committee
has conducted a review and inspection of the consistency of the Policy for the Determination of the Details ofRemuneration for each Director, the Board of Directors has passed its resolution based on the results of that review
and inspection.

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Proposal No. 4

Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Outside
Directors)

The total amount of remuneration, etc. for Directors of the Company was set at not more than ¥780 million per year
at the 93rd Annual General Meeting of Shareholders held on June 28, 2007.
In this proposal, as part of the ongoing revision of the remuneration system for officers, the Company proposes topay remuneration to Directors of the Company (excluding outside Directors, hereinafter referred to as “Eligible
Directors”) for the purpose of granting them restricted shares within the above-mentioned amount of remunerationin order to have them share the merits and risks of share price fluctuations with shareholders and further increase
their willingness to contribute to raising the share price and enhancing corporate value.
Based on this proposal, the remuneration to be paid for granting the restricted shares to the Eligible Directors shallbe a monetary claim and its total amount shall be ¥100 million or less per year (however, this amount does not include
the portion of employees’ salary for Directors who concurrently serve as employees). In addition, the specific timing
for providing thereof and the allocation to each Eligible Director shall be decided at a meeting of the Board of
Directors.
The number of Directors is currently 14 (including three outside Directors). If Proposal 2 “Election of 14 Directors”
is approved and adopted as originally proposed, the number of Directors will remain unchanged at 14 (including
three outside Directors).
Eligible Directors shall pay all monetary claims to be provided under this proposal in the form of property contributedin kind, in accordance with the resolution of the Board of Directors of the Company, and shall, in return, receive
common shares of the Company that shall be issued or disposed of by the Company. The total number of commonshares of the Company to be issued or disposed of thereby shall be not more than 200,000 shares per year (provided,
however, that if a share split (including a gratis allotment of common shares of the Company) or share consolidationis conducted in regard to the common shares of the Company on or after the date this proposal is approved andadopted, or if other circumstances arise whereby an adjustment is necessary to the total number of common sharesof the Company to be issued or disposed of as restricted shares, then the total number of common shares shall be
adjusted within a reasonable range).
The amount to be paid in per share of common shares of the Company shall be determined by the Board of Directors
within a range that is not especially beneficial to the Eligible Directors who receive those common shares, based on
the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day prior to the
day of each Board of Directors resolution (if no trades are conducted on that day, then the closing price on the closest
preceding trading day). An agreement on allotment of shares with transfer restrictions that includes the provisions,as stated below (the “Allotment Agreement”), shall be entered into between the Company and each Eligible Director
for the issuance or disposal of the common shares of the Company for this grant, and the payment of monetary
remuneration claims as property contributed in kind for the shares.
The terms and conditions for granting the restricted shares to the Eligible Directors based on this proposal regarding,the maximum amount of remuneration, the total number of common shares of the Company to be issued or disposedof, and other matters of this proposal have been determined by giving consideration to the aforementioned purpose,the performance of the Company, the Company’s Policy for the Determination of the Details of Remuneration, etc.
for each Director, and various other matters, and they are deemed to be appropriate. If this proposal is approved andadopted as originally proposed, the Company plans to change the contents of this policy, as stated in [Reference (2)]below, to make it consistent with the approved contents.
[Overview of the Allotment Agreement](1) Transfer restriction period
Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of the Company’scommon shares that are allotted according to Allotment Contract (hereinafter referred to as “Allotted Shares”)
during a period from the day when Eligible Directors are allotted such shares according to the Allotment
Agreement until the time immediately after their retirement from the positions as officer or employee of theCompany or the Company’s subsidiaries predetermined by the Board of Directors of the Company (suchrestriction shall be hereinafter referred to as “Transfer Restriction,” and the period during which the transfer isrestricted shall be hereinafter referred to as “Transfer Restriction Period”).

- 12 -

(2)

(3)

(4)

(5)

Lifting of the Restriction
Notwithstanding the provision of (1) above, the Company shall lift the Transfer Restriction on all of the Allotted
Shares at the expiration of Transfer Restriction Period on the condition that Eligible Directors havecontinuously served in the positions stipulated in (1) above for a period predetermined by the Board of Directorsof the Company (hereinafter referred to as “Service Provision Period”). However, if the Eligible Director retires
from the position specified in the provision of (1) above before the expiration of the Service Provision Period
due to expiration of term of office, death or other justifiable reason, the Company shall rationally adjust the
number of the Allotted Shares on which the Transfer Restriction is to be lifted, and the timing of lifting as
needed.
In addition, the Company shall automatically acquire without contribution the Allotted Shares on which theTransfer Restriction has not been lifted as of the time immediately after the Transfer Restriction was lifted inaccordance with the provisions above.
Treatment on retirement from the position due to a reason other than a justifiable reason
Notwithstanding the provision of (2) above, the Company shall automatically acquire without contribution allof the Allotted Shares, on the condition that an Eligible Director retires from the position specified in theprovision of (1) above during the Transfer Restriction Period due to a reason other than a justifiable reason.
Treatment during reorganization, etc.
Notwithstanding the provision of (1) above, if, during the Transfer Restriction Period, matters relating to amerger agreement in which the Company is the disappearing company, a share exchange agreement or sharetransfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. areapproved at the Company’s General Meeting of Shareholders (or at a meeting of its Board of Directors in cases
where approval at the Company’s General Meeting of Shareholders is not required in relation to thereorganization, etc.), the Company shall lift the Transfer Restrictions on the Allotted Shares with the numberof shares that is reasonably determined considering the period from the start date of the Transfer restriction
Period to the date of approval of the reorganization, etc. prior to the date on which the reorganization, etc.
becomes effective, by resolution of the Board of Directors of the Company. In cases specified above, theCompany shall automatically acquire without contribution the Allotted Shares on which the Transfer
Restriction has not been lifted as of the time immediately after the Transfer Restriction was lifted.
Other matters
Other matters regarding Allotment Agreement shall be determined by the Board of Directors of the Company.

- 13 -

[Reference (i)] Independence Criteria for Outside Directors and Outside Auditors of the Company
The Company determines an outside Director or an outside Auditor is independent if none of the criteria below issatisfied.
(1) A person who executes business of the Company or its subsidiaries or a person who was someone who executedthat business(2) A person who executes business of a major shareholder of the Company (shareholder who has 10% or morevoting rights, including indirectly held voting rights) or a person who executes business of a company where
the Company is a major shareholder(3) A person who executes business of a major lender of the Company (lender of the borrowings that exceed 1%of the total consolidated assets of the most recent fiscal year)(4) A person who executes business of a major business partner of the Company (dealings with an amount thatexceeds 1% of consolidated revenue of the most recent fiscal year) or a person who executes business for acompany whose major partner is the Company(5) A representative partner or employee of an independent accounting auditor of the Company(6) A person who has received substantial economic benefits or donations from the Company (more than ¥10
million, excluding director’s remuneration) or a person who belongs to an association that has received such
benefits or donations from the Company(7) A person who executes business for a company which has a relationship involving cross-assumption of officeof outside officers(8) A person who has a relative (guardian or relatives by a collateral line up to the second degree) that fits thecriteria in (1) through (6) (limited to officers and vital employees)(9) A person who satisfies (2) through (8) in the past five years[Reference (ii)] Policy for the Determination of the Details of Remuneration, etc. for each Director
If Proposal No. 4 is approved and adopted, the Company plans to change its Policy for the Determination of the
Details of Remuneration, etc. for each Director as follows.
The remuneration, etc. of the Company’s Directors shall be paid within the scope of the total amount of remunerationthat was approved and adopted at the General Meeting of Shareholders, and it shall comprise basic remuneration,bonuses, and restricted share based remuneration (remuneration of outside Directors is limited to basic remuneration
and bonuses). The remuneration, etc. for individual Directors is decided according to the position and responsibilityof the Director, and it is determined by resolution of the Board of Directors after a review and inspection of thosedetails by the Remuneration Advisory Committee. In addition, giving consideration to the character of bonuses being
linked to the Company’s performance, a proposal for the payment of bonuses must be submitted to and approved ata general meeting of shareholders. Basic remuneration shall be paid monthly, and bonuses shall be paid soon after
their approval at the General Meeting of Shareholders.
Restricted share based remuneration shall be paid annually at a prescribed timing within the maximum amount of
remuneration approved at the General Meeting of Shareholders for the purpose of having Directors share the merits
and risks of share price fluctuations with shareholders and further increase their willingness to contribute to raising
the share price and enhancing corporate value over the medium to long term. In addition, the Company intends forthe restricted share based remuneration amount to be equivalent to about 10% of the total remuneration paid toindividual Directors.

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