This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities Code: 1939
June 6, 2024
(Commencement date of measures for electronic provision: June 4, 2024)
To Shareholders with Voting Rights:
Yukio Sekiya
President and Representative
Director
YONDENKO CORPORATION
2-3-9 Hananomiya-cho,Takamatsu city, Kagawa, JapanNOTICE OF
THE 73RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 73rd Annual General Meeting of Shareholders of YONDENKOCORPORATION (the “Company”) will be held for the purposes as described below.
The Company has, for convening this General Meeting of Shareholders, provided information
contained in the Reference Documents for the General Meeting of Shareholders, etc. electronically(Electronic Provision Measures Matters). The Electronic Provision Measures Matters have been placedon the Company’s website as “Notice of the 73rd Annual General Meeting of Shareholders,” “Annual
Report 2023,” and “Electronic Provision Measures Matters (matters not to be included in a paper copy
delivered to shareholders) for the 73rd Annual General Meeting of Shareholders, etc.” Please access theCompany’s website shown below to check them.
The Company’s website: https://www.yondenko.co.jp/ir/meeting.php
In addition to the above website, the Electronic Provision Measures Matters have been also placed on a
website of Tokyo Stock Exchange (TSE). Please access the following TSE website (Listed Company
Search), enter the issue name (the Company name) or securities code to search, then click on “Basic
information” and “Documents for public inspection/PR information” to review them.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting, you can exercise your voting rights with either of the methods below.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights by 5:10 p.m. on Wednesday, June 26, 2024, Japan time.
[Exercising Voting Rights in Writing]
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Formand return it so that it arrives by the above exercise deadline.
[Exercising Voting Rights using Electromagnetic Means (the Internet, etc.)]
Please review the “Guide to Exercising Voting Rights using Electromagnetic Means (the Internet,etc.)” on page 4 of this notice of convocation, and enter your vote for or against the proposals by theabove exercise deadline.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)

2. Place:

5th floor, the Company’s head office, 2-3-9 Hananomiya-cho, Takamatsu
city, Kagawa, Japan(Please refer to the guide map showing the venue of the Annual General
Meeting of Shareholders at the end of this Notice.)

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 73rd Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee Office of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 73rd Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)
Revision of Maximum Amount of Compensation under the Restricted Stock
Proposal 3:
Compensation Plan for Directors (excluding Outside Directors and Directors
who are Audit and Supervisory Committee Members)
4. Matters Decided in
1. If voting rights are exercised in duplicate in writing and using
electromagnetic means, the vote submitted using electromagnetic means
Connection with thisshall be treated as valid.
Convocation
2. If voting rights are exercised multiple times using electromagnetic
means, the final vote submitted shall be treated as valid.
End(Notes)◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ The following matters are posted on the Company’s website and Tokyo Stock Exchange’s website
shown on page 1 of this notice of convocation, based on the relevant laws and regulations and theCompany’s Articles of Incorporation, and therefore, not included in the paper copy to be delivered
to shareholders requesting provision of a paper copy. Note that the Audit and Supervisory
Committee Office and the Accounting Auditor have audited the documents subject to audit,
including the following matters.
(1) Notes to the consolidated financial statements in the Consolidated Financial Statements(2) Notes to the non-consolidated financial statements in the Non-consolidated Financial
Statements◎ If revisions are made to the Electronic Provision Measures Matters, the revised versions will be
posted on respective websites on which the matters have been placed.
* Please kindly note that, in consideration of fairness for both shareholders who attend the meetingand those who have difficulty attending, gifts for attending shareholders will not be offered at this
General Meeting of Shareholders. We sincerely appreciate your understanding of this issue.

-2-

Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s policy for returning profits to shareholders is based on maintaining and enhancing thelevel of dividend while aiming for a consolidated payout ratio of 40% or more. In comprehensively
considering matters including business performance, payout ratio, and ROE targets, with a focus on
increasing shareholder value, the Company will return profits to shareholders through paying sustainable
and performance-linked dividends.
With regard to the appropriation of surplus, the Company proposes the following, taking into
consideration the basic policy stated above and its business performance during the fiscal year underreview.
With regard to the year-end dividend, the Company proposes to pay ¥80 per share. Accordingly,
combined with the interim dividend (¥60 yen per share) paid earlier, the annual dividend for the fiscal
year under review will be ¥140 per share, an increase of ¥50 over the annual dividend of ¥90 paid in theprevious fiscal year.
 Matters concerning year-end dividend(1) Matters concerning the allotment of dividend property to shareholders and the total amount¥80 per common stock of the Company
Total amount: ¥1,259,512,080(2) Effective date of distribution of surplus
June 28, 2024

-3-

Proposal 2:

Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all nine (9) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
In consideration of the balance in expertise of the Board members, the Company proposes to decrease thenumber of Directors by two (2), resulting in the election of seven (7) Directors (excluding Directors who
are Audit and Supervisory Committee Members).
The Audit and Supervisory Committee Office has provided its opinion on this Proposal to the effectthat all candidates are suitable for their respective positions.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
Members) are as follows.

Current positions and responsibilities at theCompany

Term ofoffice as
Director

Attendanceat theBoard ofDirectors
meetings[Reappointment]

President and Representative Director

4 years

10/10(100%)[Reappointment]

Director, Senior Managing Executive
Officer, Officer in charge of Corporate
Planning Dept., General Affairs Dept., and
IT Systems Solution Office

4 years

9/10
(90%)

Takashi Nakagawa [Reappointment]

Director, Senior Managing Executive
Officer, General Manager of Engineering
Div., and Manager of Cost Management
Office3 years

10/10(100%)[Reappointment]

Director, Managing Executive Officer, andGeneral Manager of Sales Div.

3 years

10/10(100%)[Reappointment]

Director, Managing Executive Officer,
General Manager of Electric Power Div.,and Officer in charge of Safety Dept.

1 year8/8(100%)

Director

3 years

10/10(100%)

Director

1 year8/8(100%)

No.

1

2

3

Name

Yukio Sekiya

Naoki Yamasaki

4

YoshiroYamamoto

5

Takahiro
Yamaguchi

6

Tadashi Sano

7

Minako Todani[Reappointment][Outside][Independent][Reappointment][Outside][Independent]

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984

1

Number ofshares of theCompany held

Joined Shikoku Electric Power Company,
Incorporated (YONDEN)
March 2011
Deputy General Manager of Matsuyama Branch
Office, Senior Manager of Sales & Customer
Service Dept. of YONDEN
June 2014
General Manager of Distribution Dept.,
Customer Service Div. of YONDEN
March 2016
General Manager of Distribution Dept., System
Operation & Transmission Div. of YONDEN
June 2016
Corporate Officer, General Manager ofDistribution Dept., System Operation &Yukio Sekiya
Transmission Div. of YONDEN(February 18, 1961) April 2018
Corporate Officer, Officer in charge of
23,665Distribution Dept., Power Transmission &[Reappointment]
Distribution Company of YONDEN
June 2019
Senior Corporate Officer, Senior Corporate
Officer in charge of Distribution Dept., Power
Transmission & Distribution Company of
YONDEN
March 2020
Advisor to Electric Power Div. of the Company
June 2020
Senior Managing Executive Officer, General
Manager of Electric Power Div., Officer incharge of Business Development Dept. and
Safety Dept. of the Company
June 2021
President and Representative Director of theCompany (to present)[Reason for nomination as candidate for Director]
By leveraging a wide range of business experience and knowledge he had cultivated at Shikoku ElectricPower Company, Incorporated, Mr. Sekiya has demonstrated his management skills as President andRepresentative Director of the Company in taking proactive action to deal with a variety of business issues
and contributing to the performance of the Company. Therefore, we have renominated him as a candidate
for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986

2

3

Number ofshares of theCompany held

Joined Shikoku Electric Power Company,
Incorporated (YONDEN)
March 2014
Senior Manager of General Affairs Dept., Kochi
Branch Office of YONDEN
August 2016
Head of President’s Office of the Company
March 2017
General Manager of Corporate Planning andPublic Relations Dept. of the Company
June 2017
Executive Officer, General Manager ofCorporate Planning and Public Relations Dept.
of the Company
June 2019
Managing Executive Officer, Head of
Naoki Yamasaki
President’s Office, and General Manager of(October 30, 1961)
12,465
Corporate Planning and Public Relations Dept.
of the Company[Reappointment]
June 2020
Managing Director, Officer in charge ofCorporate Planning and Public Relations Dept.,
General Affairs Dept., and IT Systems Solution
Office of the Company
June 2021
Managing Director, Officer in charge ofCorporate Planning Dept., General Affairs Dept.,
and IT Systems Solution Office of the Company
June 2023
Director, Senior Managing Executive Officer,
Officer in charge of Corporate Planning Dept.,
General Affairs Dept., and IT Systems Solution
Office of the Company (to present)[Reason for nomination as candidate for Director]
By leveraging a wide range of business experience he had cultivated at Shikoku Electric Power Company,
Incorporated, Mr. Yamasaki has performed his management duties in corporate planning and general affairs
as Director and Senior Managing Executive Officer, and has contributed to the performance of the Company.
Therefore, we have renominated him as a candidate for Director.
April 1977
Joined the Company
March 2014
General Manager of Facility Works Dept.,
Kagawa Branch Office of the Company
March 2018
General Manager of Sales Dept., Kagawa
Branch Office of the Company
October 2018
Executive Officer, General Manager of Sales
Takashi Nakagawa
Dept. and Deputy General Manager of Kagawa(January 5, 1959)
Branch Office of the Company
10,870June 2020
Managing Executive Officer, General Manager[Reappointment]of Kagawa Branch Office of the Company
June 2021
Managing Director, General Manager ofEngineering Div. of the Company
June 2023
Director, Senior Managing Executive Officer,
General Manager of Engineering Div., andManager of Cost Management Office of theCompany (to present)[Reason for nomination as candidate for Director]
With a wide range of business experience in construction and facility works, Mr. Nakagawa has contributed
to the performance of the Company as Director, Senior Managing Executive Officer, and General Manager
of Engineering Division. Therefore, we have renominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1992
March 2015

4

5

Number ofshares of theCompany held

Joined the Company
General Manager of Facility Works Dept.,
Ehime Branch Office of the Company
March 2017
General Manager of Sales Dept., Ehime Branch
Office of the Company
Yoshiro Yamamoto June 2018
Executive Officer, General Manager of Ehime(December 1, 1960)
Branch Office of the Company
12,416
June 2019
Managing Executive Officer, General Manager[Reappointment]of Ehime Branch Office of the Company
June 2021
Managing Director, General Manager of Sales
Div. of the Company
June 2023
Director, Managing Executive Officer, General
Manager of Sales Div. of the Company (topresent)[Reason for nomination as candidate for Director]
With a wide range of business experience in construction and facility works, Mr. Yamamoto has contributed
to the performance of the Company as Director, Managing Executive Officer, and General Manager of Sales
Division. Therefore, we have renominated him as a candidate for Director.
April 1986
Joined Shikoku Electric Power Company,
Incorporated (YONDEN)
April 2018
Deputy General Manager of Distribution Dept.,
Power Transmission & Distribution Company,
and Manager of System Development Group,
Distribution Dept. of YONDEN
July 2019
Manager of Distribution Dept., Electric Power
Takahiro Yamaguchi
Div. of the Company(June 21, 1962)
June 2020
Executive Officer, Deputy General Manager of
5,254
Electric Power Div., and Manager of[Reappointment]
Distribution Dept. of the Company
June 2021
Managing Executive Officer, General Manager
of Electric Power Div., and Officer in charge of
Safety Dept. of the Company
June 2023
Director, Managing Executive Officer, General
Manager of Electric Power Div., and Officer incharge of Safety Dept. of the Company (topresent)[Reason for nomination as candidate for Director]
By leveraging a wide range of business experience he had cultivated at Shikoku Electric Power Company,
Incorporated, Mr. Yamaguchi has contributed to the performance of the Company as Director, Managing
Executive Officer, and General Manager of Electric Power Division. Therefore, we have renominated him
as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1973
June 2000

6

7

Number ofshares of theCompany held

Joined Japanese National Railways
Director and General Manager of Automobile
Div. of Shikoku Railway Company
June 2004
Managing Director and General Manager of309
Railway Business Div. of Shikoku Railway
Company (Retired in June 2006)
June 2006
Representative Director and President of JR
SHIKOKU HOTELS (Retired in June 2010)
June 2010
Representative Director and President of JR
Tadashi Sano
SHIKOKU BUS CO., LTD. (Retired in June
(February 3, 1951)
2014)
Tenure as[Reappointment]
OutsideApril 2014
Chief Director of Takamatsu Convention and
Director
Visitors Bureau (Retired in March 2024)[Outside][Independent]
June 2014
Representative Director and President of JR
Shikoku Marketing & Advertising Inc.
June 2016
Advisor to JR Shikoku Marketing & AdvertisingInc. (to present)
June 2021
Director and Audit and Supervisory Committee
Member of the Company (Retired in June 2023)
3 years
June 2023
Director of the Company (to present)[Significant concurrent positions]
・Advisor to JR Shikoku Marketing & Advertising Inc.
[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Sano possesses a wide range of experience and knowledge as a manager of private companies and achief director of a public interest corporation over many years. Considering that his objective and unbiased
insights could be reflected in the management of the Company, we have renominated him as a candidate for
Outside Director. He is expected to fulfill his role in supervising the management of the Company andachieving more active and efficient Board of Directors meetings from a neutral and independent standpointsuch as by expressing opinions at the Board meetings.
January 2001
Auditor of Medical Corporation Seiwakai (topresent)
April 2002
Joined Fuji Television Network, Inc.
154
June 2012Retired from Fuji Television Network, Inc.
Minako Todani
September 2012 Freelance announcer (to present)(December 14, 1979) April 2013
Joined Milly Inc. (to present)
Tenure as
OutsideApril 2013
Ambassador of Culture and Tourism of[Reappointment]
Director
Marugame City (to present)[Outside]
April 2023
Expert member of Children’s Future Strategy[Independent]
Council (to present)
June 2023
Director of the Company (to present)
1 year[Significant concurrent positions]・Freelance announcer[Reason for nomination as candidate for Outside Director and expected roles]
Ms. Todani has an extensive network of contacts and experience she had cultivated through her work in the
broadcasting industry and abroad, and she currently engages in the distribution of information locally whileraising her own children, as well as serves in public positions for the government and municipality. In
consideration of her potential for providing insights into the Company’s initiatives to promote diversity, we
have renominated her as a candidate for Outside Director. She is expected to fulfill her role in supervising
the management of the Company and achieving more active and efficient Board of Directors meetings froma neutral and independent standpoint such as by expressing opinions at the Board meetings.

-8-Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Tadashi Sano and Ms. Minako Todani are candidates for Outside Directors. The Company
has notified Tokyo Stock Exchange, Inc. of the designation of Mr. Tadashi Sano and Ms.
Minako Todani as Independent Officers pursuant to the provisions of Tokyo Stock Exchange,Inc.
3. The Company and Mr. Tadashi Sano and Ms. Minako Todani have respectively concluded anagreement to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act.
The maximum amount of liability pursuant to the agreement is the amount stipulated by laws
and regulations. In the event that their appointment is approved, the Company plans to continue
the said agreement with each of them.
4. The Company has entered into a directors and officers liability insurance contract with aninsurance company. The insurance covers damages that may arise when the insured assumes
liability for the execution of his or her duties or receives a claim related to the pursuit of suchliability. Provided, however, that there are certain exemptions; for example, damage caused asa result of any conduct committed while knowing that the conduct is in violation of laws andregulations shall not be covered. The insurance contract also stipulates a deductible amount,and liability up to the deductible amount shall not be covered. The insurance premiums are
fully borne by the Company. Also, the said insurance contracts will be renewed in June 2024.
If the election of each candidate for Director is approved, each of them will be insured under
the insurance contract.

-9-

(Reference 1)[Major Skills and Experience, etc. (Skill Matrix) of Directors (excluding Directors who are Audit andSupervisory Committee Members)]
If Proposal 2 “Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members)” is approved, the major skills and experiences, etc. (Skill Matrix) of Directors(excluding Directors who are Audit and Supervisory Committee Members) will be as follows.
Of eleven (11) Directors including four (4) Audit and Supervisory Committee Members, nine (9) will bemale and two (2) will be female, making the ratio of female Directors 18.2%.
Corporate
Planning/
Management

Construction
Facility
Technology/
Sales

No.

Name

Outside/Independent

1

Yukio Sekiya

―

◎

2

Naoki Yamasaki

―

◎

3

Takashi Nakagawa

―

◎

4

Yoshiro Yamamoto

―

◎

5

Takahiro
Yamaguchi―

6

Tadashi Sano

[Outside][Independent]

7

Minako Todani[Outside][Independent]

Electric
Power
Facility
Technology

Management
in OtherIndustries

Legal/
Accounting

Social/Diversity

◎

◎
◎
◎

(Reference 2)[Major Skills and Experience, etc. (Skill Matrix) of Directors who are Audit and Supervisory Committee
Members]
The major skills and experiences, etc. (Skill Matrix) of Directors who are Audit and Supervisory
Committee Members are as follows.
Corporate
Planning/
Management

Construction
Facility
Technology/
Sales

Electric
Power
Facility
Technology

Management
in OtherIndustries

Legal/
Accounting

No.

Name

Outside/Independent-

SorokuHashikura[Outside][Independent]-

Hiroshi Kawahara[Outside]-

Masafumi
Okabayashi[Outside][Independent]◎-

Miki Hirano[Outside][Independent]◎

Social/Diversity◎◎

Notes: 1. The individuals listed above are not candidates for the election of Directors proposed in the
Meeting.
2. The above is a list of Directors who are Audit and Supervisory Committee Members after the
Meeting.

- 10 -

Proposal 3:

Revision of Maximum Amount of Compensation under the Restricted Stock Compensation
Plan for Directors (excluding Outside Directors and Directors who are Audit andSupervisory Committee Members)

At the 72nd Annual General Meeting of Shareholders held on June 29, 2023, it was approved that theCompany provides an annual amount of up to ¥50 million as compensation related to restricted stock for
Directors (excluding Outside Directors and Directors who are Audit and Supervisory Committee Members;hereinafter, referred to as “Eligible Directors”) of the Company, aside from the compensation for Directors(excluding Directors who are Audit and Supervisory Committee Members), which is an annual amount of
up to ¥200 million, including up to ¥20 million for Outside Directors.
In response to recent business results of the Company and strong performance of the stock price after
the introduction of a Restricted Stock Compensation Plan (hereinafter, referred to as the “Plan”) in 2020,
and in order to prepare for increased monetary compensation claims in the future, the Company requests
approval for revising the total amount of monetary compensation claims to be paid as compensation related
to restricted stock for Eligible Directors to up to ¥100 million per year. The maximum number of shares tobe allocated remains unchanged at 60,000 shares per year, as it was adjusted through a share split at a ratioof 2 shares for 1 common share effective October 1, 2021.
The Company believes that this change is appropriate considering the purpose of the Plan and various
matters including its business results, and for the purpose of having Eligible Directors share the benefits
and risks of stock price fluctuations with shareholders and further motivating Eligible Directors tocontribute to a rise in stock price and an increase in corporate value, the Company proposes the allocationof common shares of the Company subject to the provision of a certain transfer restriction period and theconditions for gratis acquisition by the Company (hereinafter, referred to as “Restricted Stock”) as follows.
If this Proposal is approved, the Company intends to make necessary adjustments to the policy for
determining compensation, etc. for individual Directors to achieve consistency with the approved contents,
at the Board of the Directors meeting after the conclusion of this General Meeting of Shareholders.
While there are currently seven (7) Eligible Directors, if Proposal 2 is approved and resolved as proposed,
the number of Eligible Directors will be five (5).
Specifics and maximum number of shares of Restricted Stock to be allocated to Eligible Directors
1.

Allotment and payment of Restricted Stock
With respect to compensation related to Restricted Stock for Eligible Directors, the Company will pay
monetary compensation claims within the above annual amount upon consultation with the Nomination
and Remuneration Committee and based on the resolution by the Board of Directors of the Company, andeach of Eligible Directors will make in-kind contribution of all of these monetary compensations claims toreceive an allotment of Restricted Stock.
The amount to be paid for Restricted Stock will be determined by the Board of Directors based on theclosing price of the Company’s ordinary shares on the Tokyo Stock Exchange as of the business day prior
to the day of the resolution of the Board of Directors of the Company (or the most-recent prior closing
price if no transactions were executed on that day) related to the issuance and/or disposition of said stock,
the value of which is within the extent that the amount will not be especially favorable to the Directors
receiving such Restricted Stock.
In addition, the aforementioned monetary compensation claims will be provided on the condition that
Eligible Directors agree to in-kind contribution as described above and that they conclude an agreementon the allotment of Restricted Stock that includes the details provided in 3. below.
2.

Total number of Restricted Stock
The maximum number of Restricted Stock to be allotted in each fiscal year shall be 60,000 shares (*),
which is the total number of Restricted Stock to be allotted to Eligible Directors.
However, when adjustment of the total number of Restricted Stock to be allotted is necessary in the caseof a stock split of the Company’s ordinary shares (including gratis allotment of the Company’s ordinary
shares), a reverse stock split, or other similar event after the date of resolution of this Proposal, theCompany may adjust the total number of such Restricted Stock in a reasonable manner.
*Because the Company conducted a stock split effective October 1, 2021, at a ratio of 2 shares for 1- 11 -

common share, 30,000 shares have been adjusted to 60,000 shares.
3.

Details of an agreement on the allotment of Restricted Stock
In the allotment of Restricted Stock, an agreement on the allotment of Restricted Stock concluded
between the Company and Eligible Directors receiving an allotment of Restricted Stock based on a
resolution by the Board of Directors of the Company shall include the following details.
(1) Details of transfer restriction
Eligible Directors receiving an allotment of Restricted Stock may not transfer to a third party, pledge,
assign as security rights, use as inter vivo gift, bequest, or engage in any other act of disposal for Restricted
Stock allotted to said Eligible Directors (hereinafter, referred to as the “Allotted Stock”) for a period fromthe date of issuance of restricted stock until the date on which said Eligible Directors cease to hold any
position as either Director or Executive Officer of the Company (hereinafter, referred to as the “Transfer
Restriction Period”) (hereinafter, referred to as the “Transfer Restriction”).
(2) Gratis acquisition of Restricted Stock
In the event that Eligible Directors receiving an allotment of Restricted Stock cease to hold any position
as either Director or Executive Officer of the Company by the day before the first Annual General Meetingof Shareholders after the date of commencement of the Transfer Restriction Period, the Company shall
automatically acquire the Allotted Stock gratis, unless the reason for such retirement is recognizedjustifiable by the Board of Directors of the Company.
Furthermore, the Company shall automatically acquire the Allotted Stock gratis for which the Transfer
Restriction is not released at the time of expiration of the Transfer Restriction Period as stated in (1) above
based on the provisions of release of the Transfer Restriction as provided in (3) below.
(3) Release of Transfer Restriction
The Company shall release the Transfer Restriction of all of the Allotted Stock at the time of the
expiration of the Transfer Restriction Period, on the condition that Eligible Directors receiving an allotmentof Restricted Stock continue to be in a position as Director or Executive Officer of the Company until the
day of the first Annual General Meeting of Shareholders after the date of commencement of the Transfer
Restriction Period.
However, in the event that such Eligible Directors cease to hold any position as either Director or
Executive Officer of the Company by the day before the first Annual General Meeting of Shareholders
after the date of commencement of the Transfer Restriction Period due to reasons recognized justifiable by
the Board of Directors of the Company, the number of the Allotted Stock of which the Transfer Restriction
is to be released and the timing of the release of the Transfer Restriction shall be reasonably adjusted asnecessary.
(4) Handling in the event of organizational restructuringIf, during the Transfer Restriction Period, a merger agreement by which the Company becomes thedefunct company, a stock exchange agreement or stock transfer plan by which the Company becomes awholly-owned subsidiary, or any other proposals related to reorganization, etc., are approved by a General
Meeting of Shareholders of the Company (however, when the concerned organizational restructuring, etc.,
does not require approval by the General Meeting of Shareholders of the Company, then approval by the
Board of Directors), the Company shall release the Transfer Restriction by a resolution of the Board of
Directors of the Company in advance of the effective date of the concerned organizational restructuring,etc., for a reasonably specified number of the Allotted Stock, bearing in mind the period from the date ofcommencement of the Transfer Restriction Period until the date of approval of the concernedorganizational restructuring, etc.
In this case, the Company shall automatically acquire the Allotted Stock gratis of which the Transfer
Restriction has not been released at the point immediately after the Transfer Restriction was released basedon the provisions above.

- 12 -