This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any 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 damages arisingfrom the translation.
(Securities code: 4569)
June 5, 2023
(Start date for electronic provision measures: June 1, 2023)
To Those Shareholders with Voting Rights
Yutaka Ogihara
Representative Director, President andChief Executive Officer
KYORIN Pharmaceutical Co., Ltd.
6, Kanda Surugadai 4-chome, Chiyoda-ku,
Tokyo, JapanNOTICE OF THE 65TH ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially notified that the 65th Annual General Shareholders Meeting (the “Meeting”) of KYORIN
Pharmaceutical Co., Ltd. (the “Company,” together with its subsidiaries, the “Group”) will be held as described
below.
Measures for electronic provision have been taken for the convocation of this General Meeting of Shareholders,and matters to be provided electronically are posted on the following Internet website.
The Company’s website: https://www.kyorin-pharm.co.jp/en/ir/stock/meeting.shtml
In addition to the above website, matters to be provided electronically will also be posted on the Tokyo Stock
Exchange (TSE) website. Please access the following TSE website (TSE Listed Company Search), search for anissue name (company name) or securities code, then select “Basic information,” and “Documents for public
inspection/PR information” to confirm.
TSE website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You may exercise your voting rights in writing or by using an electronic means (e.g., via the Internet).
Please review the Reference Documents for the Meeting listed in the matters to be provided electronicallyand exercise your voting rights by the end of our business hours (5:10 p.m. Japan time) on Thursday, June22, 2023.

1

1. Date and Time:
2. Place:
3. Agenda of the Meeting:
Matters to be reported:

10:00 a.m. Japan time on Friday, June 23, 2023 (Reception starts at 9:00 a.m.)
Banquet Hall Yukyu, 2F, HOTEL METROPOLITAN EDMONT TOKYO
10-8, Iidabashi-3chome, Chiyoda-ku, Tokyo, Japan
1. The Business Report, the Consolidated Financial Statements and the audit

results of the Consolidated Financial Statements by the Accounting Auditor andthe Audit & Supervisory Board for the 65th fiscal year (from April 1, 2022 toMarch 31, 2023)
2. The Non-consolidated Financial Statements for the 65th fiscal year (from April
1, 2022 to March 31, 2023)

Proposals to be resolved:
Election of Six Directors
Proposal 1:
Election of One Audit & Supervisory Board Member
Proposal 2:
Revision of Performance-linked Stock Compensation Plan for Directors
Proposal 3:
4. Matters to be decided upon convocation:
If you exercise your voting rights both via the Internet and using the Voting Rights Exercise Form, thevoting rights exercised via the Internet will be deemed valid. If you exercise your voting rights multiple times
via the Internet, the last vote exercised will be deemed valid.
If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form
returned to us, it will be taken as an indication of approval.

ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ
• When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
• In the event that any revisions are made to the matters to be provided electronically, the matters before and afterrevision will be posted on the Company website and the TSE website listed above.
• Of the matters to be provided electronically, the following matters are not stated in the documents to bedelivered to shareholders who have requested delivery of documents, in accordance with the provisions of laws
and regulations and the Company’s Articles of Incorporation.
(1) “Status of Accounting Auditors” and “Company Structure and Policies” in the Business Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements(3) Non-consolidated Financial Statements(4) Audit Report of Accounting Auditors Pertaining to Consolidated Financial Statements(5) Audit Report of Accounting Auditors Pertaining to Non-consolidated Financial Statements(6) Audit Report of the Audit & Supervisory Board• The English version of the Notice of the Annual General Shareholders Meeting is available on the Company’s
website on the Internet.
Address of the Company’s English website: https://www.kyorin-pharm.co.jp/en/2

Reference Documents for the General Shareholders Meeting
Proposal and References
Proposal 1: Election of Six Directors
The terms of office of all nine Directors will expire at the conclusion of the Meeting.
We therefore propose that six Directors be elected.
The candidates for Director are as follows:

No.

Name

Current positions and responsibilities at
the Company

1

Minoru Hogawa

Representative Director and Chairman

2

Yutaka Ogihara

3

Michiro Onota

4

Noriyuki Shikanai

Executive Director

Reappointment

OutsideIndependent

5

Ken Shigematsu

Executive Director

Reappointment

OutsideIndependent

6

Hiromi Watanabe

Executive Director

Reappointment

OutsideIndependent

Representative Director, President andChief Executive Officer
CEO, in charge of Auditing
Executive Director
CMO, in charge of SCM HQs and Quality
Assurance & Reliability HQs

Attributes
Reappointment
Reappointment

Reappointment

Reappointment: Candidates for Director to be reelected
Outside: Candidates for Outside Director
Independent: Independent officers based on provisions of stock exchanges, etc.

3

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
December 1976 Joined Kyorin Yakuhin Co., Ltd.
April 2000
Director, Planning Office, KYORIN
Pharmaceutical Co., Ltd.
June 2004
Corporate Officer, General Manager,
Corporate Planning, KYORIN PharmaceuticalCo., Ltd.
June 2005
Executive Director, Senior Executive Officer,
Management Strategy Office, KYORIN
Pharmaceutical Co., Ltd.
January 2006
Executive Director, Management Strategy
Office, General Manager, Corporate Planning,in charge of Accounting, KYORIN Holdings,
Inc.
June 2007
Executive Director, Senior Executive Officer,
Management Strategy Office, General
Manager, Corporate Planning, KYORIN
Pharmaceutical Co., Ltd.
April 2010
Executive Director, Senior Executive Officer,
General Manager, Corporate Planning, inReappointment
charge of Finance & Accounting, KYORIN
Holdings, Inc.
32,128June 2010
Senior Executive Director, General Manager,
Minoru Hogawa
Corporate Planning, in charge of Finance &Accounting, KYORIN Holdings, Inc.
Senior Executive Director, KYORIN(September 4, 1953) June 2010
Pharmaceutical Co., Ltd.
June 2012
Senior Managing Director, KYORIN
Pharmaceutical Co., Ltd.
June 2012
Senior Managing Director, General Manager,
Corporate Planning, in charge of Finance &Accounting, KYORIN Holdings, Inc.
June 2015
Representative Director, President and Chief
Executive Officer, in charge of Auditing,
KYORIN Holdings, Inc.
June 2015
Executive Director, KYORIN PharmaceuticalCo., Ltd.
June 2017
Representative Director, President and Chief
Executive Officer, KYORIN PharmaceuticalCo., Ltd.
June 2019
Representative Director, Chairman, KYORIN
Pharmaceutical Co., Ltd.
June 2019
Representative Director, Chairman, KYORIN
Holdings, Inc. (current)
Reasons for nomination as a candidate for Director
Minoru Hogawa had led the Group management as Representative Director, President and Chief Executive
Officer of the Company for four years since 2015 and has abundant experience, achievements and deep
insight as a corporate manager. Since June 2019 when he took office as Representative Director and Chairmanof the Company, he has utilized his experience to provide advice and support at the Board of Directors froma broad perspective and fully performed his role mainly in deciding important matters of the Group as wellas supervising business execution. The Company has judged that he is essential for the Group’s future
development and nominated him as a candidate for Director.

4

No.

2

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1990
Joined KYORIN Pharmaceutical Co., Ltd.
June 2011
Director, President’s Office, KYORIN
Holdings, Inc.
June 2011
Executive Director, President’s Office, incharge of Corporate Communication andInformation System Management, KYORIN
Holdings, Inc.
June 2014
Executive Director, KYORIN PharmaceuticalCo., Ltd.
June 2015
Executive Director, President’s Office,Reappointment
KYORIN Holdings, Inc.
June 2016
Senior Executive Director, President’s Office,
KYORIN Holdings, Inc.
1,875,953
June 2016
Senior Executive Director, KYORIN
Yutaka Ogihara
Pharmaceutical Co., Ltd.
April 2019
Senior Executive Director, Management(July 14, 1967)
Strategy Office, in charge of Information
System Management, KYORIN Holdings, Inc.
June 2019
Representative Director, President and Chief
Executive Officer, in charge of Auditing,
KYORIN Holdings, Inc.
June 2019
Executive Director, KYORIN PharmaceuticalCo., Ltd.
April 2023
Representative Director, President and Chief
Executive Officer, CEO, in charge of Auditing,
KYORIN Pharmaceutical Co., Ltd. (current)
Reasons for nomination as a candidate for Director
Yutaka Ogihara has been responsible primarily for corporate planning sections of the Company and theGroup companies and has abundant experience in businesses and corporate management. Since June 2019
when he took office as Representative Director, President and Chief Executive Officer of the Company, he
has utilized his experience and fully performed his role mainly in deciding important matters of the Group
as well as supervising business execution. The Company has judged that he is essential for the Group’s
future development and nominated him as a candidate for Director.

5

No.

3

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1985
Joined KYORIN Pharmaceutical Co., Ltd.
April 2006
General Manager, Production Engineering,
Production HQs, KYORIN PharmaceuticalCo., Ltd.
April 2008
Head of Okaya Plant, Production HQs,
KYORIN Pharmaceutical Co., Ltd.
April 2010
General Manager, Production, Production
HQs, KYORIN Pharmaceutical Co., Ltd.
April 2014
Senior Executive Director, KYORIN Rimedio
Co., Ltd.
April 2015
Representative Director, President and Chief
Executive Officer, KYORIN Rimedio Co., Ltd.
Reappointment
April 2015
Corporate Officer, KYORIN Holdings, Inc.
June 2017
Executive Director, KYORIN Holdings, Inc.
April 2018
Executive Director, KYORIN Rimedio Co.,
12,685Michiro Onota
Ltd. (current)
April 2018
Representative Director, President and Chief
Executive Officer, KYORIN Pharmaceutical(August 20, 1960)
Group Facilities Co., Ltd. (current)
June 2018
Executive Director, KYORIN PharmaceuticalCo., Ltd.
June 2019
Executive Director, in charge of Generic Drugs
Business, KYORIN Holdings, Inc.
June 2021
Executive Director, in charge of Quality
Assurance & Reliability, KYORIN Holdings,
Inc.
April 2023
Executive Director, CMO, in charge of SCM
HQs and Quality Assurance & Reliability HQs,
KYORIN Pharmaceutical Co., Ltd. (current)
Reasons for nomination as a candidate for Director
Michiro Onota has abundant experience in businesses at research & development and production sections of
the Group companies. Also, he has abundant experience in businesses and corporate management as he hasserved as Representative Director, President and Chief Executive Officer of the Company’s subsidiary. Aftertaking office as the Company’s Executive Director, he has utilized his experience and fully performed hisrole mainly in deciding important matters of the Group as well as supervising business execution. The
Company has judged that he is essential for the Group’s future development and nominated him as a candidate
for Director.

6

No.

Name
(Date of birth)
Reappointment
OutsideIndependent
Noriyuki Shikanai

4

Career summary, positions, responsibilities andsignificant concurrent positions
April 1974
Registered with Daini Tokyo Bar Association
March 1977
Established Shikanai Law Office (currently
Kyobashi Law Office) (current)
October 2002
Councilor, Keio University (current)
October 2010
Trustee, Keio University (current)
April 2012
Auditor, J. F. Oberlin University
June 2013
Outside Director, KYORIN Holdings, Inc.
(current)

Number of shares of
the Company held

4,400

(July 14, 1948)
Reasons for nomination as a candidate for Outside Director and expected roles
Noriyuki Shikanai is well versed in corporate legal affairs as an attorney and has a high degree of
specialization and rich experience as a Trustee of Keio University and through many other prominent
positions. He utilizes such assets in fully performing his role mainly in deciding important management
matters of the Company and Group companies as well as supervising business execution. The Company has
nominated him as a candidate for Outside Director in the expectation that he will continue to contribute to
the development of the Group through his suggestions and advice mainly from a legal perspective based on
his experience of corporate management, etc.

7

No.

5

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1971
Joined Mitsukoshi, Ltd.
March 1991
President, Mitsukoshi USA, Inc.
March 1997
General Manager, International Business
Division, Mitsukoshi, Ltd.
March 1998
General Manager, Product Planning Division,
Sales Headquarters, Mitsukoshi, Ltd.
March 1999
Executive Officer, General Manager, Product
Planning Division, Sales Headquarters,
Mitsukoshi, Ltd.
May 2002
Director, Executive Officer, Deputy General
Manager, Sales Headquarters, Mitsukoshi, Ltd.
March
2004
Director, Managing Executive Officer, General
Reappointment
Manager, Merchandising Headquarters,
OutsideMitsukoshi, Ltd.
Independent
March 2005
Director, Managing Executive Officer, StoreManager, Mitsukoshi Ginza, Mitsukoshi, Ltd.
4,200
April
2008
Managing Executive Officer, Isetan
Ken Shigematsu
Mitsukoshi Holdings Ltd., Director,
Mitsukoshi, Ltd.
(November 15,
April 2009
Director, Senior Managing Executive Officer,
1948)
Special Appointive Officer, Mitsukoshi, Ltd.
April 2010
Senior Managing Executive Officer, Isetan
Mitsukoshi Holdings Ltd., Representative
Director, President and Chief Executive
Officer, Nagoya Mitsukoshi Ltd.
October 2011
Representative Director, President and Chief
Executive Officer, Endo Manufacturing Co.,
Ltd.
October 2015
Representative Director, President and Chief
Executive Officer, MFSJ Co., Ltd.
June 2017
Outside Director, KYORIN Holdings, Inc.
(current)
Reasons for nomination as a candidate for Outside Director and expected roles
Ken Shigematsu has served numerous positions as officer of Isetan Mitsukoshi Holdings Ltd. and has
accumulated wide-ranging insight through his rich experience in management. He utilizes such assets infully performing his role mainly in deciding important management matters of the Company and Group
companies as well as supervising business execution. The Company has nominated him as a candidate for
Outside Director in the expectation that he will continue to contribute to the development of the Groupthrough his suggestions and advice from a broad perspective by utilizing his experience as an executive.

8

No.

6

Name
(Date of birth)

Career summary, positions, responsibilities andNumber of shares ofsignificant concurrent positions
the Company held
April 1972
Joined Internal Medicine Department, Tokyo
Women’s Medical University Hospital
April 1998
Assistant Professor, Internal Medicine, Schoolof Nursing, Tokyo Women’s Medical
University
April 2007
Professor and Dean, Medical Science, College
of Nursing, Shukutoku University
April 2010
Member of the Board, Daijo Shukutoku
GakuenReappointment
April 2011
Professor, Medical Science, College of
OutsideNursing and Nutrition, Shukutoku University
Independent
November 2014 President, Tokyo Branch, Japan Medical
Women’s Association (current)
1,800
April 2016
Professor, Graduate School of Nursing
Hiromi Watanabe
Division of Nursing, Shukutoku University
April 2018
Neurology Department, Yokufukai Hospital,
Total Health and Medical Care Center for(July 23, 1947)
Seniors (social welfare corporation) (current)
June 2018
Member of the Board, 3.11 Fund for Children
with Thyroid Cancer (NPO) (current)
June 2019
Outside Director, KYORIN Holdings, Inc.
(current)
April 2021
Member of the Board, Daijo Shukutoku
Gakuen (current)
October 2021
Deputy Director, Shimotakaido Station Clinic
ENT Plus+ (current)
Reasons for nomination as a candidate for Outside Director and expected roles
Although Hiromi Watanabe has not been involved in management other than through serving as an outside
officer, she has rich clinical and research experience as a medical doctor, wide-ranged insight into medical
settings gained through nursing education, and abundant experience in social contribution activities andactive involvement in promotion of women’s participation in the workplace. She has fully performed herrole mainly in deciding important management matters of the Company and Group companies as well as
supervising business execution. The Company has nominated her as a candidate for Outside Director in the
expectation that she will continue to contribute to the development of the Group through her suggestions
and advice based on her experience in medical settings and from a perspective of promotion of women’s
participation in the workplace which is one of the main points in diversity.

Notes: 1. KYORIN Pharmaceutical Co., Ltd. listed in the Career summary, positions, responsibilities andsignificant concurrent positions column for each candidate refers to the former KYORIN PharmaceuticalCo., Ltd., which merged with the Company on April 1, 2023.
2. There are no special interests between the candidates and the Company.
3. Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe are candidates for Outside Director.
4. The Company has no consultancy agreements or any other transactions with Kyobashi Law Office.
5. The Company has a business relationship that involves purchases, sales, etc. with Yokufukai Hospital,
Total Health and Medical Care Center for Seniors and Shimotakaido Station Clinic ENT Plus+.
However, since the Company’s sales from said facilities are insignificant compared to the Company’s
annual consolidated net sales, the Company has judged that this will not affect the independence of
Hiromi Watanabe as an outside officer, and that there is no risk of a conflict of interest with generalshareholders.
6. Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe will have served as Outside Directors for ten
years, six years and four years, respectively, at the closing of the Meeting.
7. As Noriyuki Shikanai, Ken Shigematsu and Hiromi Watanabe satisfy the requirements for independent9

officers based on the provisions of Tokyo Stock Exchange, Inc., the Company has notified them as
independent officers to the Exchange.
8. The Company has entered into a directors and officers liability insurance contract with an insurancecompany that insures Directors, Auditors, Corporate Officers, etc. of the Company and its subsidiaries.
The said insurance contract covers damages that may arise due to the insured assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability. However, there
are exemptions; for example, damages arising from the insured illegally obtaining private interests or
benefit shall not be covered. The insurance premium is fully borne by the Company and each subsidiary.
If the candidates are elected and take office as Directors, they will become the insured of the insurance
contract. The Company plans to renew the insurance contract in July 2023 with the same terms andconditions as described above.

10

Proposal 2: Election of One Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Takao Yamaguchi will expire at the conclusion of the
Meeting.
We therefore propose that one Audit & Supervisory Board Member be elected.
Consent has been obtained from the Audit & Supervisory Board for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
No.

1

Name
(Date of birth)

Career summary, positions andNumber of shares ofsignificant concurrent positions
the Company held
October 1981
Joined Chuo Accounting Office Auditing
Corporation
February 1985
Registered as Certified Public Accountant
September 1987 Joined Yamaguchi Accounting Office
Reappointment
December 1987 Registered as Certified Public Tax Accountant
January 1996
Director, Yamaguchi Accounting OfficeOutside(current)
Independent
June 2013
Chairperson, The Japanese Institute ofCertified Public Accountants Chiyoda
2,200
Subchapter
Takao Yamaguchi June 2013
External Audit & Supervisory Board Member,
SATO HOLDINGS CORPORATION
June
2015
Outside Audit & Supervisory Board Member,(September 13,
KYORIN Holdings, Inc. (current)
1954)
March 2016
Independent Audit & Supervisory Board
Member, Tokyo Tatemono Co., Ltd. (current)
March 2019
External Audit & Supervisory Board Member,Lion Corporation
Reason for nomination as a candidate for Outside Audit & Supervisory Board Member
Although Takao Yamaguchi has not been involved in management other than through serving as an outside
officer, he has considerable knowledge of finance and accounting as a certified public accountant andcertified public tax accountant, and he exercises supervision over management by making use of his expertiseand extensive knowledge and experience. The Company has determined that he will continue to use such
expertise and experience in auditing, and has nominated him as a candidate for Outside Audit & Supervisory
Board Member.

Reappointment: Candidates for Audit & Supervisory Board Member to be reelected
Outside: Candidates for Outside Audit & Supervisory Board Member
Independent: Independent officers based on provisions of stock exchanges, etc.
Notes: 1. There are no special interests between the candidate and the Company.
2. Matters concerning the candidate for Outside Audit & Supervisory Board Members are as follows:(1) Takao Yamaguchi is a candidate for Outside Audit & Supervisory Board Member.
(2) Takao Yamaguchi will have served as Audit & Supervisory Board Member for eight years at theclosing of the Meeting.
(3) The Company has no consultancy agreements or any other transactions with Yamaguchi Accounting
Office.
(4) The Company has no business relationship that involves purchases, sales, etc. with Tokyo Tatemono
Co., Ltd.
(5) As Takao Yamaguchi satisfies the requirements for independent officers based on the provisions ofTokyo Stock Exchange, Inc., the Company has notified him as an independent officer to the
Exchange.
11

3. The Company has entered into a directors and officers liability insurance contract with an insurancecompany that insures Directors, Auditors, Corporate Officers, etc. of the Company and its subsidiaries.
The said insurance contract covers damages that may arise due to the insured assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability. However, there
are exemptions; for example, damages arising from the insured illegally obtaining private interests or
benefit shall not be covered. The insurance premium is fully borne by the Company and each subsidiary.
If the candidate is elected and takes office as Audit & Supervisory Board Member, he will become theinsured of the insurance contract. The Company plans to renew the insurance contract in July 2023 withthe same terms and conditions as described above.

12

(Reference)
Skills Matrix of the Company’s Board of Directors
The Company’s Board of Directors consists of diverse individuals with various skills (knowledge, experience, etc.)
to ensure that the Board of Directors can appropriately perform its decision-making and management supervisionfunctions and maintain a more transparent governance structure in accordance with the Company’s medium- tolong-term management directions and business strategy.
If Proposals 1 and 2 are approved at this Annual General Shareholders Meeting as originally proposed, thecomposition of the Board of Directors and the skills possessed by individual Directors and Audit & Supervisory
Board Members will be as follows.
Corporate
management

Healthcare
business

Finance &accounting

MinoruHogawa○○○YutakaOgihara○○Michiro Onota

○

○

Name

Attributes

Directors

Noriyuki
Shikanai

OutsideIndependent

Ken
Shigematsu

OutsideIndependent

Hiromi
WatanabeOutsideIndependent○

Audit & Supervisory Board
Members○

OutsideIndependent

Yukio
IkemuraOutsideIndependent

KensukeMoritaOutsideIndependent

Major
qualifications,etc.

Attorney

○
○

○

Takao
Yamaguchi

Academic
experts○

Tomiharu
Matsumoto
Kenji Akutsu

Legal

MedicalDoctor○○CertifiedPublicAccountant

○
○

○
○

13

○

AttorneyProposal 3: Revision of Performance-linked Stock Compensation Plan for Directors
1. Reasons for the proposal and reasons why it is deemed appropriate
At the 58th Annual General Shareholders Meeting held on June 24, 2016, the Company received approval forthe introduction of a performance-linked stock compensation plan “BBT (=Board Benefit Trust)” (hereinafterreferred to as the “Plan”) for Directors of the Company and its subsidiaries (excluding Outside Directors. Unlessotherwise specified, the same shall apply hereinafter in this Proposal.) (The resolution at the above General
Shareholders Meeting will hereinafter be referred to as the “Original Resolution”). However, following theabsorption-type merger with our subsidiary KYORIN Pharmaceutical Co., Ltd. in April 2023, we request
approval for the revision of the eligibility, compensation limits, etc. related to the Plan (hereinafter referred to as
the “Revisions”). As with the Original Resolution, the purpose of this proposal is to clarify the link between
Director compensation and the performance of the Group, and to raise awareness of contributing to medium- tolong-term business growth and improvement of corporate value. It is also intended for Directors to share withshareholders the benefits and risks of share price fluctuations.
Under the Plan, the Company contributes a reasonable amount of money necessary for carrying out the Plan to atrust, and the trust acquires Company shares using this as a source of funds. Then, in accordance with the
Directors’ Stock Benefit Regulations established by the Company, Company shares and money equivalent to theamount of Company shares converted to the market price (hereinafter referred to as “Company shares, etc.”) aredelivered.
In light of the above purpose and the content of the Company’s policy regarding the determination of the content
of individual compensation, etc. for Directors (see Matters Concerning Company Officers in the Business
Report of this Convocation Notice (available in Japanese only)), the content of this proposal is deemed
appropriate.
This proposal is separate from the compensation, etc. for the Company’s Directors (up to 500 million yen per
year. However, this does not include compensation from consolidated subsidiaries and salaries for employees.)that was approved at the Annual General Shareholders Meeting held on June 22, 2006, and asks for approval of
the specific calculation method and specific details of the amount of compensation, etc. in order to pay
compensation to Directors based on the Plan. We would like to entrust the details of the Plan to the Board of
Directors, within the following framework.
If Proposal 1 “Election of Six Directors” is approved at the General Shareholders Meeting, the number of theCompany’s Directors subject to the Plan will be three, excluding three Outside Directors.
2. The specific calculation method and specific details of the amount of compensation, etc. related to the Plan
We would like to partially revise the contents of the previous Plan. (The main revisions from the Original
Resolution are underlined.)(1) Overview of the Plan
The Plan is a performance-linked stock compensation plan wherein Company shares are acquired through atrust (the trust established under the Plan will hereinafter be referred to as the “Trust”) using money
contributed by the Company as a source of funds, and Company shares, etc. are delivered to Directors
through the trust in accordance with the Directors’ Stock Benefit Regulations established by the Company.
In principle, Directors will receive Company shares, etc. on a fixed date during the trust period as stipulated
in the Directors’ Stock Benefit Regulations. However, if a Director resigns before said date, the relevant
Director will receive Company shares, etc. at the time of their resignation.
(2) Eligible persons of the Plan
Directors of the Company (excluding Outside Directors. Audit & Supervisory Board Members are also
excluded from the Plan.)14

(3) Calculation method and maximum number of Company shares to be delivered to Directors
For each fiscal year, Directors are awarded a number of points determined by their position, performanceachievements, etc. based on the Directors’ Stock Benefit Regulations. The maximum number of points
granted to a Director per fiscal year is 25,000 points.
This was determined by comprehensively taking into consideration such things as the current level ofcompensation for officers, trends in the number of Directors, as well as future prospects, and is judged to beappropriate. In addition, the points granted to Directors are converted into one common share of theCompany per point when the Company shares, etc. are delivered as described in (6) below (However, in theevent of a stock split, allotment of shares without contribution, or reverse stock split, etc. of Company shares
after the approval of resolutions by shareholders at this General Shareholders Meeting, we will makereasonable adjustments to the maximum number of points, the number of points already granted, or theconversion ratio, depending on the relevant ratio, etc.).
The number of points, which is the basis for the delivery of Company shares, etc. in (6) below, is determinedby the total number of points granted until a Director acquires the right to receive benefits (hereinafterreferred to as the “fixed number of points”).
(4) Method of acquiring Company shares
Acquisition of Company shares by the Trust will be conducted through the stock market or by undertaking
the disposal of the Company’s treasury stock, using the funds contributed in (5) below. Details of theacquisition of Company shares by the Trust will be disclosed in a timely and appropriate manner.
(5) Trust amountThe Company has established the Trust by contributing funds necessary for the Trust to acquire the numberof shares that are reasonably expected to be necessary for the delivery of Company shares, etc. in advancefor a certain period of time, in accordance with (3) above and (6) below. As stated in (4) above, the Trust
acquires Company shares using funds contributed by the Company. Specifically, we established the Trust
within the scope approved at the 58th Annual General Shareholders Meeting by contributing 250 million yen
as the necessary funds for the four fiscal years from the fiscal year ended March 31, 2017 to the fiscal year
ended March 31, 2020 (hereinafter referred to as the “Initial Target Period”).
Subject to the approval of this proposal, the Company will set the next target period after the Revisions to be
the three fiscal years from the fiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026
(hereinafter, the period of said three fiscal years and each period of three fiscal years starting after said threefiscal years will each be referred to as the “Post-Revisions Target Period.”) Until the end of the Plan, in
principle, the Company will reasonably estimate the number of shares necessary for delivery to Directors
under the Plan for the Post-Revisions Target Period, and contribute additional funds deemed necessary by
the Trust for acquisition in advance. In addition, the Post-Revisions Target Period will be linked to theperiod of our Medium-Term Business Plan, and if the period of the Medium-Term Business Plan is changedin the future, the Post-Revisions Target Period will also be changed accordingly. However, in the case of
making such additional contributions, if there are any remaining Company shares (Company sharesequivalent to the number of points granted to Directors, excluding those for which the delivery of shares to
Directors has not been completed.) or money (hereinafter referred to as “remaining shares, etc.”) in the trust
property on the day before the start of the Post-Revisions Target Period for which the additional
contributions are to be made, remaining shares, etc. will be appropriated as funds for delivery under the Plan
during the Post-Revisions Target Period. When the Company decides to make additional contributions, wewill disclose it in a timely and appropriate manner.
(6) Timing of delivery of Company shares, etc.
If a Director meets the beneficiary requirements stipulated in the Directors’ Stock Benefit Regulations, they15

may receive a number of Company shares from the Trust corresponding to the fixed number of points byfollowing the prescribed beneficiary confirmation procedure. However, in addition to the beneficiary
requirements, if the requirements separately stipulated in the Directors’ Stock Benefit Regulations are met,
for a certain percentage of the number of points granted to the relevant Director, the Director will receive the
cash equivalent of the amount of Company shares converted to the market price instead of receiving
Company shares. The Trust may sell Company shares in order to deliver cash payments. In addition, in theevent that a Director dies during the trust period, in principle, the relevant Director’s heir shall receive a cash
payment equivalent to the amount of Company shares converted to the market price for the Company sharescorresponding to the points that had been granted to the relevant Director before their death.
If the Company determines that a Director, even one who has received points, has committed a certain
illegal act during their term of office, or if the Company determines that they have committed an
inappropriate act that may cause damage to the Company during their term of office, the relevant Director
will not be able to acquire the right to receive payments.
(7) Voting rights related to Company shares in the Trust
Voting rights pertaining to Company shares in the Trust account shall not be uniformly exercised based on
the instructions of the trust administrator. By adopting this method, the Company intends to ensure theneutrality of management regarding the exercise of voting rights related to Company shares in the Trustaccount.
(8) Treatment of dividends
Dividends related to Company shares in the Trust account are received by the Trust and are used for theacquisition of Company shares and as trust fees, etc. for the trustees related to the Trust. In addition, in theevent that the Trust ends, dividends, etc. remaining in the Trust will be distributed proportionally according
to the number of points held by each Director in accordance with the provisions of the Directors’ Stock
Benefit Regulations.

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