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

Securities identification code: 9076
June 5, 2018
To our shareholders:
Yoshitaka Taguchi
President and Chief Operating Officer
SEINO HOLDINGS CO., LTD.
1, Taguchi-cho, Ogaki, Gifu

NOTICE OF THE 97TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 97th Ordinary General Meeting of Shareholders of SEINO
HOLDINGS CO., LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail orelectronically (via the internet, etc.). Please exercise your voting rights no later than 5:00 p.m., Tuesday,June 26, 2018 (Japan Standard Time) after reviewing the attached Reference Documents for the General
Meeting of Shareholders.
1. Date and Time

Wednesday, June 27, 2018 at 10:00 a.m. (Japan Standard Time)

2. Venue:

Sopia Hall, 3F, Softpia Japan Center Building
4-1-7, Kagano, Ogaki, Gifu

3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 97th Term (from April 1, 2017 toMarch 31, 2018), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board

2.

Non-Consolidated Financial Statements for the 97th Term (from April 1, 2017 to March 31,
2018)

Items to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of Nine (9) Directors

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

Proposal 4:

Final Payment of Retirement Benefits in Conjunction with Abolition of
Retirement Benefit Plan for Officers

Proposal 5:

Introduction of a Stock Compensation Plan for Directors

Proposal 6:

Payment of Retirement Benefits to a Retiring Audit & Supervisory Board
Member-1-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company positions profit of shareholders as an important management policy. It has a basic policy of
implementing interim dividends, paying annual dividends of 11 yen per share or higher in principle andmaintaining a consolidated payout ratio of around 30% while enhancing shareholder capital with a mid-tolong term view and improving profitability.
Based on this policy, the Company proposes to pay 19 yen per common share as the year-end dividends forthis fiscal year. As such, the total annual dividends for this fiscal year, including the already implemented
interim dividends of 11 yen, will be 30 yen per share.
(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
19 yen per common share of the Company
Total amount of dividends: 3,805,596,222 yen(3) Effective date of distribution of dividends of surplus
June 28, 2018-2-

Proposal 2:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Accordingly, theCompany proposes that nine (9) Directors be elected, including three (3) Outside Directors.
The candidates for Directors are as follows:
Attendance atBoard ofDirectors
meetings

No.

Name

1

Yoshitaka Taguchi

President and Chief Operating Officer

Reelection

100%(13 out of 13
times)

2

Takao Taguchi

Representative Director in charge ofBusiness Promotion Department (Vehicle
Sales and Related Services)

Reelection

100%(13 out of 13
times)

3

Masahiro Kamiya

Director in charge of Business Promotion
Department (Transportation Services),
Information Systems Department, and Real
Estate Development Department

Reelection

100%(13 out of 13
times)

4

Hidemi Maruta

Director in charge of International
Strategies Office

Reelection

100%(13 out of 13
times)

5

Harumi Furuhashi

Director in charge of General Affairs
Department, Human Resources
Department, and Corporate Promotion
Department

Reelection

100%(13 out of 13
times)

6

Nobuyuki Nozu

Director in charge of Finance & IR
Department and Accounting Department

Reelection

100%(13 out of 13
times)

7

Kenjiro Ueno

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(13 out of 13
times)

8

Meyumi Yamada

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(10 out of 10
times)

9

Shintaro Takai

New election
OutsideIndependent－

Notes:

Current position, etc.

1. Candidate for Director Meyumi Yamada was elected at the 96th Ordinary General Meeting of Shareholders thatwas held on June 28, 2017 and assumed office. Accordingly, the number of her attendance at the Board of
Directors meetings differs from that of the other candidates.
2. Refer to the following pages for details on the candidates.

-3-

No.

1

Name
(Date of birth)

Yoshitaka Taguchi(April 20, 1961)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1985

Joined the Company

May 1985

Temporary assignment to Seino America Inc.

Jan. 1988

President of the same company

May 1989

General Manager and Assistant to the
President of the Company

July 1989

Director of the Company in charge ofCorporate Secretariat, General Manager ofGeneral Affairs Department, General
Manager of Group Planning Office, andGeneral Manager of Seino General ResearchInstitute

July 1991

Managing Director of the Company in chargeof the East Area and the Tohoku Area

June 1996

Senior Managing Director of the Company incharge of Labor Department

Oct. 1998

Representative Director and Vice Presidentof the Company in charge of Sales
Headquarters and Accounting Department

June 1999

Representative Director and Vice Presidentof the Company in charge of Management
and Accounting Department

June 2001

Representative Director and Vice Presidentof the Company in charge of Management

June 2003

President and Chief Operating Officer of theCompany (present position)[Significant concurrent positions outside the Company]
Representative Director and Chairman of Kanto Unyu Co.,
Ltd., Representative Director of Seino Transportation Co.,
Ltd., Hokkaido Seino Transportation Co., Ltd., Kanto Seino
Transportation Co., Ltd., Seino Super Express Co., Ltd.,
Tokai Seino Transportation Co., Ltd., Nohi Seino
Transportation Co., Ltd., Shikoku Seino Transportation Co.,
Ltd., Kyushu Seino Transportation Co., Ltd., Seino Customs
Clearance Service Co., Ltd., Gifu Hino Motor Co., Ltd.,Netz Toyota Gifu Co., Ltd., Seino Engineering Co., Ltd.,
Seino Trading Co., Ltd., and Seino Information Service Co.,
Ltd., External Director of MARUI GROUP CO., LTD.
(scheduled to assume the position in June 2018), andChairman of the Taguchi Fukujukai Foundation-4-

Number of theCompany’s
shares owned

676,052

No.

Name(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1984

2

Takao Taguchi(February 2, 1962)

Number of theCompany’s
shares owned

Joined Nisshin Flour Milling Inc.

July 1992

Joined Gifu Hino Motor Co., Ltd.

June 1995

Director and Assistant General Manager ofSales Department of the same company

Apr. 1998

Senior Managing Director of the same
company

June 1999

Director and Assistant to Director in chargeof Sales Headquarters of the Company

Apr. 2000

Managing Director of the Company in chargeof Sales Headquarters

June 2003

Senior Managing Director of the Company incharge of Sales Control

Oct. 2005

Director of the Company in charge ofTransportation Services Planning Department

Oct. 2005

Senior Managing Director of Seino
Transportation Co., Ltd. in charge ofManagement

June 2006

Director of the Company in charge of Sales

June 2007

Director of the Company in charge of Vehicle
Sales and Related Services Planning
Department

Apr. 2011

Director of the Company in charge ofBusiness Promotion Department (Vehicle
Sales and Related Services)

June 2015

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services)

Aug. 2015

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services),
Accounting Department and Finance & IR
Department

June 2016

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services) (present
position)[Significant concurrent positions outside the Company]
Representative Director and Chairman of Toyota Corolla
Gifu Co., Ltd., President of Gifu Hino Motor Co., Ltd., andRepresentative Director and President of Netz Toyota Gifu
Co., Ltd.

-5-431,853

No.

3

Name
(Date of birth)

Masahiro Kamiya(August 13, 1953)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1979

Joined the Company

Jan. 1981

Temporary Assignment to Chubu Economic
Federation

Apr. 1982

Manager of the Yokkaichi Branch of theCompany

July 1984

Associate Director of Accounting
Department of the Company

July 1987

Director of Dotsu Seino Transportation Co.,
Ltd. (currently Hokkaido Seino
Transportation Co., Ltd.), General Manager
of Corporate Planning Department

Aug. 1991

General Manager of Sales Department ofNohi Seino Transportation Co., Ltd.

Aug. 1992

Director and General Manager of Sales
Headquarters of the same company

June 2003

Managing Director and General Manager ofSales Department of the same company

June 2007

Senior Managing Director and General
Manager of Sales Department of the same
company

Apr. 2011

Representative Director and President of thesame company

June 2013

Senior Managing Director of Seino
Transportation Co., Ltd. in charge of Sales
Headquarters

June 2015

Director of the Company in charge of Real
Estate Development Department

Apr. 2016

Director of the Company in charge of New
Business Development Department, Business
Promotion Department (Transportation
Services), Information Systems Department,
and Real Estate Development Department

Apr. 2016

Representative Director and President of
Seino Transportation Co., Ltd. (present
position)

June 2016

Director of the Company in charge ofBusiness Promotion Department(Transportation Services), Information
Systems Department, and Real Estate
Development Department (present position)[Significant concurrent positions outside the Company]
Representative Director and President of Seino
Transportation Co., Ltd.

-6-

Number of theCompany’s
shares owned

17,742

No.

4

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1985

Joined the National Tax Agency

July 1992

Superintendent of Monbetsu Tax Office

July 1995

Director of Co-ordination Department,
Sapporo Regional Taxation Bureau

May 1996

Consul, Consulate-General of Japan in Hong
Kong

Oct. 1997

Joined the Company as General Manager ofCorporate Planning Office

June 2001

Director of the Company in charge of
Accounting Department and Employee’s
Pension Fund

Mar. 2002

Director of the Company in charge of
Accounting Department and Finance & IR
Department

Dec. 2004

Director of the Company in charge of
Accounting Department, Finance & IR
Department, Loan Management Department,Group Management Department, andAccounting and Auditing Office

Oct. 2005

Director of Seino Transportation Co., Ltd. incharge of Accounting Department, Finance
Department, and Loan Management
Department

Hidemi Maruta(March 4, 1963)
Oct. 2005

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and Loan Management
Department

Apr. 2012

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and Real Estate Development
Department.

June 2013

Director of the Company in charge of
Accounting Department and Finance & IR
Department

Apr. 2014

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and International Strategies
OfficeJune 2014

Director of the Company in charge ofInternational Strategies Office (present
position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Super Express
Co., Ltd., Seino Customs Clearance Service Co., Ltd., andSeino Trading Co., Ltd.

-7-

Number of theCompany’s
shares owned

31,000

No.

5

6

Name
(Date of birth)

Harumi Furuhashi(April 13, 1957)

Nobuyuki Nozu
(May 24, 1961)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1981

Joined the Company

July 2003

General Manager of Eco Business
Department of the Company

Oct. 2005

General Manager of Operations Department
of Seino Transportation Co., Ltd.

Apr. 2007

General Manager of Sales Department
stationed in the Chubu Area of the same
company

Apr. 2009

Executive Officer of the same company,
General Manager in charge of Shizuoka
Mikawa Area

Apr. 2011

Executive Officer of the same company,
General Manager in charge of Meito Area

Apr. 2012

Director of the same company in charge of
Human Resources Department

Apr. 2012

General Manager of Human Resources
Department of the Company

June 2013

Director of the Company in charge ofGeneral Affairs Department, Human
Resources Department, and Corporate
Promotion Department (present position)

Apr. 1985

Joined the Tokai Bank, Ltd. (currently
MUFG Bank, Ltd.)

Jan. 2014

Joined the Company as General Manager ofCorporate Planning Office

July 2014

Executive Manager of the Accounting
Department and Finance & IR Department of
the Company

July 2014

General Manager of Finance Department of
Seino Transportation Co., Ltd.

Apr. 2015

Executive Officer and General Manager ofFinance Department at the same company

Apr. 2016

Director in charge of the Accounting
Department and Finance Department of thesame company

June 2016

Director of the Company in charge ofFinance & IR Department and Accounting
Department (present position)

Apr. 2018

Director of Seino Transportation Co., Ltd. incharge of Finance Department (present
position)-8-

Number of theCompany’s
shares owned

26,000

9,100

No.

7

Name
(Date of birth)

Kenjiro Ueno
(January 1, 1939)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1961

Joined Showa Denko K.K.

Apr. 1966

Joined Haruhiko Kusano Law Office

Apr. 1984

Opened Ueno Law Office

Apr. 1987

Executive Governor of Japan Federation of
Bar Associations

June 1994

Outside Audit & Supervisory Board Memberof Tokyo Toyota Co., Ltd.

July 2001

Commission Chair of Equity Commission at
the Supreme Court

June 2005

Outside Director of the Company (present
position)

June 2007

Outside Audit & Supervisory Board Memberof Oji Paper Co., Ltd.

Mar. 2012

Representative of Ueno & Hanasato Law
Office (present position)

Oct. 2012

Outside Audit & Supervisory Board Memberof Oji Holdings Corporation

Number of theCompany’s
shares owned

15,000[Significant concurrent positions outside the Company]
Representative of Ueno & Hanasato Law Office8

Meyumi Yamada(August 30, 1972)

Apr. 1995

Joined KOEI KOGYO Co., Ltd.

May 1997

Joined Kiss Me Cosmetics Co., Ltd.
(currently ISEHAN Co., Ltd)

July 1999

Co-founding Representative Director of IStyle Co., Ltd.

Apr. 2000

Co-founding Representative Director of
istyle Inc.

Dec. 2009

Director of istyle Inc. (present position)

May 2012

Representative Director and President ofCyberstar Inc.

Sept. 2015

Director of MEDIA GLOBE Co., Ltd.
(present position)

Mar. 2016

Representative Director and President of
ISPartners Inc. (present position)

Sept. 2016

Director of Eat Smart, Inc. (present position)

June 2017

Outside Director of JAPAN POST
INSURANCE Co., Ltd. (present position)

June 2017

Outside Director of the Company (present
position)[Significant concurrent positions outside the Company]
Director of istyle Inc., Representative Director and Presidentof ISPartners Inc. and Outside Director of JAPAN POST
INSURANCE Co., Ltd.

-9-

3,000

No.

9

Name
(Date of birth)*
Shintaro Takai(January 24, 1973)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1999

Admission as a Lawyer (Daiichi Tokyo Bar
Association)
Joined Nagashima & Ohno (currently
Nagashima Ohno & Tsunematsu)

Jan. 2007

Partner attorney at Schulte Roth & Zabel
LLP (New York)Feb. 2010

Outside Audit & Supervisory Board Memberof MIKI SHOKO CO., LTD (present
position)

Sept. 2014

Outside Director of ARRK CORPORATION(present position)

June 2016

Representative attorney of Takai & Partners(present position)

June 2016

Outside Director of Works Applications Co.,
Ltd.

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Outside Director of ARRK CORPORATION
Notes:

1. An asterisk (*) indicates a new candidate for Director.
2. When nominating candidates for Director, an impartial and strict review is carried out by the Human Resources
Department based on the Company’s basic policy for corporate governance, which states that “a candidate be anindividual that has excellent character, insight, ability and extensive experience, as well as a strong sense of
ethics” and “a candidate for Outside Director be an individual that fulfills the requirements for independence
established by the Tokyo Stock Exchange.”
3. Special interest between the candidates for Directors and the Company are as follows:(1) Candidate for Director Yoshitaka Taguchi also has a post as Representative Director and Chairman at Kanto
Unyu Co., Ltd. and Representative Director at Shikoku Seino Transportation Co., Ltd., with which theCompany has a competitive relationship in terms of operational consignment and the like.
(2) Candidate for Director Yoshitaka Taguchi also has a post as Chairman at the Taguchi Fukujukai Foundation,
which is the largest shareholder holding 12.89% of the total equity of the Company.
(3) There are no other special interests between the Company and other candidates.
4. Among candidates for Directors, Kenjiro Ueno, Meyumi Yamada, and Shintaro Takai are candidates for Outside
Directors.
(1) The reason for selecting Kenjiro Ueno as a candidate for Outside Director is that he is a lawyer working as a
Representative at the Ueno & Hanasato Law Office and is expected to advise and monitor the Board of
Directors with his rich knowledge and experience based on his own legal insight. While he does not haveany direct experience in the management of a company, he is well-versed in corporate legal affairs throughhis many years of experience as a legal specialist. Furthermore, based on his past record as Outside Directorof the Company, it has been judged that he will be able to appropriately execute his duties as an Outside
Director in the future as well. Moreover, he also serves as a member of an Independent Committee for theanti-takeover measures which was approved at the 96th Ordinary General Meeting of Shareholders that washeld on June 28, 2017.
(2) The reason for selecting Meyumi Yamada as a candidate for Outside Director is that the Company judgesthat she will contribute to the Company’s sustainable growth because she further diversifies values utilizing
a woman’s perspective, and her selection is in line with “ensuring diversity, including active participation of
women,” a part of the Company’s basic policy for corporate governance. She also serves as a member of an
Independent Committee for the anti-takeover measures, the same as Kenjiro Ueno.
(3) The reason for selecting Shintaro Takai as a candidate for Outside Director is that he is a person who
contributes to “providing appropriate opinions, advise, suggestions, etc. from an independent and objective
standpoint based on extensive experience, highly specialized knowledge, etc.” as set forth in the Company’s
Corporate Governance Code, and the Company judges that the depth of his legal knowledge in theinternational field will contribute to the promotion of internationalization, which is a focus of the Company,
and the enhancement of the governance system. While he does not have any direct experience in the
management of a company, he is well-versed in corporate legal affairs through his many years of experience
as a legal specialist. Accordingly, it has been judged that he will be able to appropriately execute his duties
as an Outside Director. He will also become a member of the Independent Committee for the anti-takeovermeasures, the same as Kenjiro Ueno and Meyumi Yamada.
(4) The Company has concluded limited liability agreements with both Kenjiro Ueno and Meyumi Yamada
limiting their liabilities specified in Article 423, Paragraph 1 of the Companies Act, based on the provisions- 10 -

of Article 427, Paragraph 1 of the Companies Act. Their maximum amount of liability shall be 20 million
yen or the amount stipulated by laws and regulations, whichever is higher. If their reelection is approved,
the Company plans to continue these agreements. Furthermore, if the election of Shintaro Takai is approved,
the Company plans to enter into the same limited liability agreement with him.
5. The Company has registered Kenjiro Ueno and Meyumi Yamada as Independent Officers with the Tokyo Stock
Exchange, Inc. and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. If theirreelection is approved, the Company plans for their appointment as independent officers to continue.
Furthermore, Shintaro Takai satisfies the requirements for an independent officer as provided for by the Tokyo
Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. If the election of Shintaro Takai is approved, theCompany plans to register him as an Independent Officer with the said Exchanges.
6. Kenjiro Ueno and Meyumi Yamada are currently Outside Directors of the Company, and their terms of office as
Outside Directors of the Company will be thirteen years and one year, respectively, at the conclusion of thismeeting.
7. Meyumi Yamada is well-known by the name Yamada, and that name is therefore presented here, but her name asrecorded on the official family register is Meyumi Hara.

- 11 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The Company proposes that one (1) Audit & Supervisory Board Member be elected as a substitute forStanding Audit & Supervisory Board Member Takahiko Kumamoto, who will resign at the conclusion ofthis meeting.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Nobuhiko Ito(April 5, 1962)

Note:

Career summary and position (significant concurrent positions outside theCompany)
Mar. 1985

Joined the Company

Dec. 2004

General Manager of Group Management Department of
the Company

Oct. 2005

General Manager of Group Management Department of
Seino Transportation Co., Ltd.

Apr. 2009Managing Director and General Manager of
Administration H.Q. of Seibu Transportation Co., Ltd.
(currently Seino Super Express Co., Ltd.)

June 2011

Standing Audit & Supervisory Board Member of thesame company (present position)

Number of theCompany’s
shares owned

There are no special interests between the Company and the candidate for Audit & Supervisory Board Member.

- 12 -

0Proposal 4:

Final Payment of Retirement Benefits in Conjunction with Abolition of Retirement
Benefit Plan for Officers

As part of the review of the officer remuneration system at the Board of Directors meeting held on May 11,
2018, a resolution was adopted to abolish the retirement benefit plan for officers at the conclusion of thismeeting.
Accordingly, in the event that Proposal 2 is approved, the Company wishes to make a final payment of
retirement benefits according to the criteria established by the Company to reward Directors Yoshitaka
Taguchi, Takao Taguchi, Masahiro Kamiya, Hidemi Maruta, Harumi Furuhashi and Nobuyuki Nozu, whowill be reappointed, and Audit & Supervisory Board Member Shingo Terada, who is currently in office, fortheir contribution up to the conclusion of this meeting.
The timing of payment shall be upon retirement of each Director and Audit & Supervisory Board Member,while the specific amounts, method, etc. shall be decided by the Board of Directors with respect to
Directors and through discussion by the Audit & Supervisory Board Members with respect to Audit &Supervisory Board Members.
The career summaries of the Directors and Audit & Supervisory Board Members subject to this final
payment are as follows:
Name
Yoshitaka Taguchi
Takao Taguchi

Career summary
July 1989

Director of the Company

June 2003

President and Chief Operating Officer of the Company (present
position)

June 1999

Director of the Company

June 2015

Representative Director of the Company (present position)

Masahiro KamiyaJune 2015

Director of the Company (present position)

Hidemi Maruta

June 2001

Director of the Company (present position)

Harumi Furuhashi

June 2013

Director of the Company (present position)

Nobuyuki Nozu

June 2016

Director of the Company (present position)

June 2012

Standing Audit & Supervisory Board Member of the Company(present position)

Shingo Terada- 13 -

Proposal 5:

Introduction of a Stock Compensation Plan for Directors

1. Reason for Proposal
This Proposal is to seek approval for matters regarding the introduction of a new stock compensation
plan for Directors (excluding Outside Directors; “Eligible Directors”), the “Board Benefit Trust” (BBT;
the “Plan”).
The objective of the introduction of the Plan is to further enhance Eligible Directors’ mindset towards
contributing to enhancing the medium- to long-term corporate value of the Company throughclarification of the linkage between the compensation of Eligible Directors and the Company’s sharevalue, so that Eligible Directors share with shareholders not only the benefits from rising share prices,
but also the risks associated with falling share prices. In light of the above objective, the Company
considers this Proposal appropriate.
This Proposal is to seek approval for the amount of compensation, etc. for the purpose of providing new
stock compensation to the Company’s Directors, which is separate from the amount of the compensationof Directors (including Outside Directors) (within 25 million yen per month; excluding the employment
salary of Directors who concurrently serve as employees) resolved at the 68th ordinary general meetingof shareholders on July 28, 1989 and the total amount of monetary claims as compensation to be paid inorder to grant restricted shares to Directors (including Outside Directors) (within 600 million yen peryear (of which 100 million yen or less shall be for Outside Directors; excluding the employment salaryof Directors who concurrently serve as employees)) resolved at the 96th ordinary general meeting ofshareholders on June 28, 2017. Details of the Plan shall be decided by the Board of Directors within
the limitations stated in 2. below.
If Proposal 2 is approved and passed as proposed, the number of the Company’s Directors who aresubject to the Plan will be 6.
2. Amount of compensation, etc. and reference information related to the Plan
(1) Overview of the Plan
The Plan is a stock compensation plan whereby the Company’s shares are acquired through a trust(the trust set up based on the Plan is hereinafter referred to as the “Trust”) using funds contributed by
the Company as capital, and the acquired shares and money in the amount equivalent to the value of
the Company’s shares converted at market value (the “Company’s Shares, Etc.”) are granted to
Eligible Directors through the Trust according to their positions or the like, pursuant to thepredetermined Rules on Stock Benefits for Directors. In principle, the Company’s Shares, Etc. areprovided to Eligible Directors at the time of retirement from a position of Eligible Director of theCompany.
(2) Beneficiaries of the Plan
Directors (excluding Outside Directors)(3) Trust period
The trust period is from August 2018 (tentative) until the Trust terminates. (The Trust will continue
without an established ending date for as long as the Plan exists. The Plan will terminate if theCompany’s shares are delisted or the Rules on Stock Benefits for Directors are abolished, or forother such reasons.)(4) Amount of trust (amount of compensation, etc.)
The Company shall, subject to the approval of this Proposal, introduce the Plan for the three-year
period from the fiscal year ending March 31, 2019 to the fiscal year ending March 31, 2021 (the“Initial Target Period”; the Initial Target Period and every three fiscal years commencing after theInitial Target Period has passed are hereinafter each referred to as a “Target Period”) and eachsubsequent Target Period and shall contribute the following amount to the Trust as capital for the
Trust to acquire the Company’s shares in order to grant the Company’s Shares, Etc. to Eligible
Directors.
- 14 -

Firstly, the Company shall, upon establishing the Trust, contribute a maximum of 360 million yen as
capital necessary in the Initial Target Period.
Moreover, even after the elapse of the Initial Target Period, the Company shall contribute an extra
amount of 360 million yen maximum to the Trust for every subsequent Target Period, in principle,
until the termination of the Plan. However, if an additional contribution is to be made and there are
Company’s shares (excluding the Company’s shares equivalent to the number of points granted to
Eligible Directors that are yet to be given to them with respect to each Target Period until the mostrecent Target Period) and money remaining in the Trust’s assets (the “Residual Shares, Etc.”), thesum of the amount of the Residual Shares, Etc. (with Company’s shares calculated by book value asof the last day of the preceding Target Period) and the additional contribution must be within 360
million yen.
During a Target Period, the Company may contribute funds to the Trust multiple times until theaccumulated amount contributed reaches each maximum amount stated above.
The Company will conduct timely and proper disclosure when a decision for additional contributions
is made.
(5) Method of acquiring the Company’s shares and the number of shares to be acquired
The Company’s shares shall be acquired by the Trust through the stock market or purchasing
disposed treasury shares of the Company using the funds contributed by the Company in (4) above
as capital, and new shares will not be issued. Accordingly, the total number of issued shares of theCompany will not increase and no dilution will occur when the Trust acquires the Company’s shares.
In the Initial Target Period, a maximum of 120 thousand shares shall be acquired without delay after
the establishment of the Trust.
Details of the acquisition of the Company’s shares by the Trust will be disclosed in a timely andproper manner.
(6) Calculation method of the number of the Company’s Shares, Etc., to be granted to Eligible Directors
For each fiscal year, Eligible Directors shall be granted a certain number of points to be determinedin consideration of their positions or the like in accordance with the Rules on Stock Benefits for
Directors. The total amount of points per fiscal year granted to Eligible Directors is up to 40
thousand points. The Company has taken into consideration the level of compensation current
Directors receive, fluctuations in and prospects regarding the number of Eligible Directors, and othersuch matters and has deemed the decision reasonable.
The points granted to Eligible Directors shall be exchanged at a rate of one share of the Company’scommon stock for one point when granting the Company’s Shares, Etc. as set forth in (7) below(however, in the event that the Company conducts a stock split, allotment of shares without
consideration, stock consolidation, or the like with respect to its shares after the approval of this
Proposal, then based on the ratio or the like of the stock split, etc., reasonable adjustments shall bemade to the maximum number of points and points already granted or to the ratio of exchange).
The number of points which will be the basis for determining the Company’s Shares, Etc. to be
granted to an Eligible Director, as stated in (7) below, will be the number of points granted to the
Eligible Director up to the time of retirement in principle (points calculated in such a manner are
hereinafter referred to as the “Final Number of Points”).
(7) Grant of the Company’s Shares, Etc.
In principle, if an Eligible Director retires and fulfills the beneficiary requirements stated in theRules on Stock Benefits for Directors, then by completing the prescribed procedures for thedetermination of beneficiaries, the Eligible Director shall be granted, from the Trust, the Company’s
shares in the number equivalent to his or her Final Number of Points determined as stated in (6)above after his or her retirement. However, if the requirements set forth in the Rules on Stock
Benefits for Directors are satisfied, a certain percentage of the points must be converted to money
equivalent to the market value of the Company’s shares in place of granting those shares. To
prepare for payment in cash, sales of Company’s shares through the Trust may occur.

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(8) Exercise of voting rights
The Trust shall uniformly refrain from exercising the voting rights for the shares of the Company
held in the Trust’s account, in accordance with instructions of the trust administrator. In such a way,
the Trust aims to ensure its neutrality towards the Company’s management with regard to theexercise of the voting rights for the shares of the Company held in the Trust’s account.
(9) Handling of dividends
Dividends associated with the Company’s shares within the Trust’s account shall be received by theTrust and allocated to the capital for the acquisition of the Company’s shares and Trust fees to be
paid to trustees associated with the Trust, among others. Dividends that remain in the Trust’s assets
upon termination of the Trust, in accordance with the Rules on Stock Benefits for Directors, shall becontributed to a group that does not have any interest in the Company or in the Company’s Directors
or shall be divided among the Eligible Directors in office at that time in proportion to their points.
(10) Procedures upon termination of the Trust
The Trust will terminate in certain circumstances, such as when the Company’s shares are delisted orwhen the Rules on Stock Benefits for Directors are abolished.
Any shares of the Company remaining in the Trust’s assets upon termination of the Trust shall beacquired by the Company without charge and cancelled by a resolution of the Board of Directors.
Any money remaining in the Trust’s assets upon termination of the Trust shall be paid to theCompany after deducting any amount to be contributed to a group or paid to Eligible Directors
pursuant to (9) above.

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Reference: Structure of the Plan(i)

Trustor:Company(ii) Entrustment ofmoney

Establishment of theRules on Stock Benefits
for Directors(iv) Granting of points(v) Non-exercise
of voting rights

Instruction
regarding nonexercise of voting
rightsEligible Directors

Trustadministrator

Obtaining
beneficiary rights

Trustee:(iii) Acquisition ofsharesMizuho Trust & Banking
Co., Ltd.
(Re-trustee: Trust &Custody Services Bank,Ltd.)

Beneficiaries:(vi) Granting of theCompany’s
Shares, Etc.

Persons who have retired as
Eligible Directors and fulfill thebeneficiary requirements

Shares(i)

The Company establishes the Rules on Stock Benefits for Directors within the framework
approved at the general meeting of shareholders.

(ii)

The Company entrusts money within the limits approved under this Proposal.

(iii)

The Trust acquires shares of the Company through the stock market or purchasing disposed
treasury shares of the Company using the money entrusted in (ii) as capital.

(iv)

The Company grants points to Eligible Directors pursuant to the Rules on Stock Benefits for
Directors.

(v)

The Trust shall, in accordance with instructions of the trust administrator who is independent
from the Company, refrain from exercising the voting rights for the Company’s shares in the
Trust’s account.

(vi)

The Trust grants the Company’s shares to those who have retired as Eligible Directors and fulfill
the beneficiary requirements set forth in the Rules on Stock Benefits for Directors (the“Beneficiaries”) in proportion to the number of points granted to that Beneficiary. However, if
an Eligible Director fulfills the requirements set forth in the Rules on Stock Benefits for
Directors, the Eligible Director receives money equivalent to the market value of the Company’s
shares for a certain percentage of the points granted to them.

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Proposal 6:

Payment of Retirement Benefits to a Retiring Audit & Supervisory Board Member

In recognition of his service during his time in office, the Company wishes to pay retirement benefits tostanding Audit & Supervisory Board Member Takahiko Kumamoto, who will resign at the conclusion ofthis meeting, according to the rules on retirement benefits of the Company.
The specific amount, timing, method, etc. shall be determined through discussion by Audit & Supervisory
Board Members.
The career summary of the retiring Audit & Supervisory Board Member is as follows:
Name
Takahiko Kumamoto

Career summary
June 2008

Standing Audit & Supervisory Board Member of the Company(present position)- 18 -