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

To Our Shareholders:

Securities Code: 4318
June 2, 2022
Ichiro Kawaguchi, President and Representative Director
QUICK CO., LTD.
2-4, Komatsubaracho, Kita-ku, Osaka, Japan

Notice of the 42nd Annual General Meeting of Shareholders
It is a pleasure to inform you that the 42nd Annual General Meeting of Shareholders of QUICK CO., LTD. (the“Company”) will be held as indicated below.
The situation of the novel coronavirus disease (COVID-19) has been worrisome. You can exercise your voting
rights by mail or by using the Internet, etc. instead of attending the meeting in person; so please read the attached
Reference Documents for the General Meeting of Shareholders and consider exercising your voting rights byreferring to the “Guidance on Exercising Voting Rights” (in Japanese only), by no later than 6:00 p.m. on Tuesday,June 21, 2022 (Japan Time).
1. Date and Time: Wednesday, June 22, 2022 at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:
Zuicho, 6th floor, Hotel Hankyu International
19-19 Chayamachi, Kita-ku, Osaka, Japan
3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 42nd Term (from April 1, 2021 to March
31, 2022), as well as the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 42nd Term (from April 1, 2021 to March 31, 2022)
Matters to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Revision of Remuneration to Grant Shares With Transfer Restrictions to Directors(Excluding Outside Directors and Directors Who Are Audit and Supervisory Committee
Members)--

Among the documents that should be submitted in accordance with the provisions of relevant laws and regulations and Article 16of the Articles of Incorporation of the Company, the following items are listed on the website of the Company on the Internet(https://919.jp/). Therefore, they are not included in this Notice of the 42nd Annual General Meeting of Shareholders.

Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements of Consolidated Financial
Statements

Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements of Non-consolidated
Financial Statements
Therefore, the Consolidated and Non-consolidated Financial Statements listed in this Notice of the 42nd Annual General Meetingof Shareholders are part of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Corporate Auditors to prepare the Audit Report and the Accounting Auditor to create the Accounting Audit Report.
When there are amendments in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements, we will post them on our website (https://919.jp/) on the Internet.

-1-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
1. Year-end dividend
The Company would like to carry out the payment of year-end dividend based on the ordinary dividend, which
is 40% of the profit attributable to shareholders of parent company based on our dividend policy as a guideline,
and thus set the amount of year-end dividend for this fiscal year to be ¥28 per share.
As a payment of ¥20 per share was carried out as an interim dividend, total dividends per share for this fiscal
year will be ¥48.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥28 per common share of the Company.
In this event, the total dividends will be ¥528,003,700.
(3) Effective date of dividends of surplus
The effective date of the dividends will be June 23, 2022.
2. Other appropriation of surplus
Internal reserves are set as follows to reinforce our management base preparing for aggressive businessdevelopment in the future:(1) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥800,000,000(2) Item of surplus to be increased and amount of increase
General reserve: ¥800,000,000-2-Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
The details of the amendments are as follows:
Current Articles of Incorporation
Chapter III
General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)

Supplementary Provisions(Transitional Measures Regarding the Exemption of Corporate
Auditors from Liability)(Omitted)(Underlined portion indicate amendments.)
Proposed amendments
Chapter III
General Meeting of Shareholders(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 16
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may omit stating all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Supplementary Provisions(Transitional Measures Regarding the Exemption of Corporate
Auditors from Liability)(Unchanged)(Transitional Measures Regarding Measures, etc. for Providing
Information in Electronic Format)-3-Current Articles of Incorporation(Newly established)

Proposed amendments
1. The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the Articles of Incorporation andthe establishment of the Article 16 (Measures, etc. for
Providing Information in Electronic Format) in theamended Articles of Incorporation shall be effective fromthe date of enforcement of the revised provisions provided
for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies
Act (Act No. 70 of 2019) (hereinafter referred to as the“Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from the Date of
Enforcement.
3. These Supplementary Provisions (Transitional Measures
Regarding Measures, etc. for Providing Information inElectronic Format) shall be deleted on the date when six
months have elapsed from the Date of Enforcement or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-4-

Proposal No. 3

Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The term of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee members;hereinafter, the same in this proposal) will expire when this General Meeting of Shareholders concludes. Therefore,
the Company proposes the election of eight Directors including one Outside Director, increasing the number of
Directors by one for strengthening its management structure.
Regarding this proposal, the Audit and Supervisory Committee of the Company has judged that all candidates for
Directors are qualified for their positions.
The candidates for Director are as follows:
Candidate
No.

Name

Position and responsibility in the Company
Chairman and Representative Director
Group CEOPresident and Representative Director
General Manager of Personnel Placement
Business Division
Director and Executive Officer
General Manager of Recruiting Business
Division
Director and Executive Officer
General Manager of Global Business Division1

Tsutomu Wano

2

Ichiro Kawaguchi

3

Yoshiki Nakai

4

Isao Yokota

5

Kizuki Hayashi

Director and Executive Officer

Reelection

6

Nobuaki Nakajima

DirectorReelection

7

Kenta Kijima

Senior Executive Officer
General Manager of Administration andAccounting Division

New election－

8

Seiko Nakai

Director (Outside)

Reelection
OutsideIndependent

18/18 times(100%)

Reelection: Candidate for reelection
New election: New candidate
Outside: Candidate for Outside Director
Independent: Independent officer as defined by Tokyo Stock Exchange, Inc.

-5-

Reelection

Attendance atBoard of Directors
meetings(Attendance rate)
18/18 times(100%)

Reelection

18/18 times(100%)

Reelection

18/18 times(100%)

Reelection

18/18 times(100%)
18/18 times(100%)
18/18 times(100%)

Candidate
No.

Name
(Date of birth)
Tsutomu Wano
(May 7, 1949)
Reelection

12Career summary, position and responsibility
Founded the Company
President and Representative Director
Apr. 2005
Group CEO (current position)
June 2019
Chairman and Representative Director (current
position)
Significant concurrent positions outside the Company
President of Shanghai Quick CO., LTD.
President of Shanghai Quick Human Resources CO., LTD.

Number of theCompany’s shares
owned

Sept. 1980

462,852 shares

Attendance at Board of
Directors meetings
18/18 times
Reasons for nomination as candidate for Director
Tsutomu Wano is the founder of the Company. When he established the Company in 1980, he became President andRepresentative Director. (He assumed the office of Chairman and Representative Director in June 2019.) Based on his
extensive experience and deep knowledge related to corporate management, Mr. Wano has been taking control of ourbusiness and developing the Company with his strong leadership and decision-making up to the present time. We
continue to believe that he is an appropriate and talented person to realize sustainable growth and a higher corporate
value for the Company.
Sept. 2005
Joined the Company as General Manager of
Personnel Placement Sales Division
Apr. 2006
General Manager of Personnel Placement
Business Division (current position)
Ichiro Kawaguchi
June 2016
Director and Executive Officer(October 13, 1956)
June 2017Managing Director and Executive Officer
Reelection
June 2019
President and Representative Director (current
46,400 shares
position)
Attendance at Board ofApr. 2020
President of Career System CO., LTD.
Directors meetings
Dec. 2021
Chairman and Representative Director of Quick
18/18 times
Care Jobs Co., Ltd. (current position)
Significant concurrent positions outside the Company
Chairman and Representative Director of Quick Care Jobs Co.,Ltd.
Reasons for nomination as candidate for Director
Ichiro Kawaguchi has been engaged in operating the human resources business over many years, and has extensive
experience and knowledge in the area. Since joining the Company, he has been focusing on expanding the businessperformance of the personnel placement business, and established it as the pillar of our business. In addition, he wasappointed as President and Representative Director of the Company in June 2019. Based on his abundant experience inand knowledge of the human resources business, Mr. Kawaguchi has been playing an adequate role to enhance not only
the personnel placement business but also the total business performance of the Company. Therefore, we continue tobelieve that he is an appropriate and talented person for improving the corporate value.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Mar. 1989
Apr. 1998

3

Number of theCompany’s shares
ownedJoined the Company
Manager of Nagoya Recruiting Sales
Department
Apr. 2002
Executive Officer and Manager of Tokyo
Recruiting Sales Department
June 2005
Director (current position)
Oct. 2006
General Manager of East Japan Recruiting
Business Division
Yoshiki Nakai
Apr. 2011
Executive Officer (current position)(October 14, 1962)
President of KCC CO., LTD. (current ColorfulCompany, Inc.) (current position)
Reelection
143,300 shares
Apr. 2019
General Manager of Recruiting Business
Attendance at Board of
Division and Manager of Tokyo Sales
Directors meetings
Department of the Company
18/18 times
Apr. 2021
General Manager of Recruiting Business
Division (current position)
Apr. 2022
Chairman and Representative Director ofCareer System CO. LTD. (current position)
Significant concurrent positions outside the Company
President of Colorful Company, Inc.
Chairman and Representative Director of Career System CO.
LTD.
Reasons for nomination as candidate for Director
Yoshiki Nakai has extensive experience and knowledge mainly in the areas of the recruiting and information publishingbusinesses. As Director and Executive Officer of the Company, he was appointed as President of KCC CO., LTD.
(current Colorful Company, Inc.), which is one of our subsidiaries, in 2011 and has been focusing on improving theperformance of the information publishing business. In April 2019, he was appointed as General Manager of Recruiting
Business Division of the Company, and is also devoted to enhancing the performance of the recruiting business.
Therefore, we believe that he will continue playing an adequate role in improving the performance of both businesses.

-7-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
July 2003
Oct. 2003
Apr. 2004

4

5

Number of theCompany’s shares
ownedJoined the Company
Manager of Osaka Recruiting Sales Department
Executive Officer and Manager of Osaka
Recruiting Sales Department
June 2006
Director (current position)
Oct. 2006
General Manager of West Japan Recruiting
Business Division
Jan. 2008
General Manager of West Japan Recruiting
Business Division and Responsible for theOverseas Business
Apr. 2011
Executive Officer, General Manager of
Recruiting Business Division and Responsible
Isao Yokota
for the Overseas Business(January 3, 1962)
Apr. 2016
Executive Officer, General Manager ofReelection
Recruiting Business Division, Manager of
62,800 shares
Tokyo Sales Department and Responsible for
Attendance at Board of
the Overseas BusinessDirectors meetings
Apr. 2017
Executive Officer, General Manager of
18/18 times
Recruiting Business Division, and Manager ofTokyo Sales Department
President of QUICK GLOBAL CO., LTD.
Apr. 2019
Executive Officer of the Company (current
position)
President of QUICK USA, Inc.
Apr. 2020
General Manager of Global Business Divisionof the Company (current position)
Jan. 2021
President of QUICK GLOBAL MEXICO, S.A.
DE C.V. (current position)
Significant concurrent positions outside the Company
President of QUICK GLOBAL MEXICO, S.A. DE C.V.
Reasons for nomination as candidate for Director
Isao Yokota has extensive experience and knowledge mainly in the areas of the recruiting and overseas businesses. As
Director and Executive Officer of the Company, he has been expanding the performance of the recruiting businesswhile being responsible for the overseas business. Since April 2019, he has been concentrating on the overseas businessand continuing to focus on enhancing the global business. Therefore, we believe that he will play an adequate role in
improving the performance of the business.
Apr. 1985
Joined the Company
Kizuki Hayashi
Oct. 1994
Manager of Tokyo Recruiting Sales Department(July 5, 1962)
Apr. 2000
President of iQ CO., LTD. (current HR Vision
Co., Ltd.) (current position)
Reelection
Apr. 2005
Executive Officer of the Company
277,400 shares
June 2006
Director (current position)
Attendance at Board ofApr. 2011
Executive Officer (current position)
Directors meetings
Significant
concurrent
positions outside the Company
18/18 times
President of HR Vision Co., Ltd.
Reasons for nomination as candidate for Director
Kizuki Hayashi has extensive experience and knowledge mainly in the areas of the recruiting, IT and Internet-related
businesses. As Director and Executive Officer of the Company, he is concurrently serving as President of HR Vision
Co., Ltd., which is one of our subsidiaries. Since its establishment in 2000 until today, he has been delivering sufficientresults in expanding the performance of the IT and Internet-related businesses of the company. Therefore, we believethat he will continue playing an adequate role in improving the performance of the business.

-8-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility

Sept. 1980
Joined the Company
June 1981
Director
May 1998
Senior Managing Director
Apr. 2002
General Manager of Sales Division
Reelection
Oct. 2006
Chief Sales Officer
356,804 shares
Apr. 2011
Executive Vice-President
Attendance at Board ofJune 2013
President of Career System CO., LTD.
Directors meetings
June
2019
Executive Vice-Chairman of the Company
18/18 times
June 2021
Director of the Company (current position)
Reasons for nomination as candidate for Director
Nobuaki Nakajima is one of the founding members. Based on his extensive business experience and deep knowledge,
he has been supporting Tsutomu Wano, the current Chairman and Representative Director, for many years andcontributing to the development of the Company. In addition, until he resigned as Chief Sales Officer in June 2019, he
had been improving business performance by taking control of the personnel placement and recruiting businesses,
which are the pillars of our business, and served as President of Career System CO., LTD., which is one of our
subsidiaries, focusing on the expansion of the business performance of the personnel placement business. Therefore, we
continue to believe that he is an appropriate and talented person for improving the corporate value.
May 2001
Joined the Company
Apr. 2010
Manager of Tokyo Metropolitan Area Sales
Department Second Division under Personnel
Kenta Kijima
Placement Business Division(March 16, 1974)
Apr. 2011
Manager of Sales Department Second Division
under Personnel Placement Business Division
New election
6,000 shares
Apr. 2018
Executive Officer of the Company
July 2018
Manager of Sales Department First Division
Attendance at Board ofunder Personnel Placement Business Division
Directors meetings
Apr. 2020
Senior Executive Officer of the Company－(current position)
Apr. 2021
General Manager of Administration andAccounting Division (current position)
Reasons for nomination as candidate for Director
Kenta Kijima has extensive experience and knowledge mainly in the personnel placement business. Since joining theCompany, he has contributed to the improvement of personnel placement business performance and the launch of new
businesses. As Senior Executive Officer of the Company, he was appointed as General Manager of Administration andAccounting Division of the Company in April 2021. In these positions, Mr. Kijima is devoted to enhancing corporate
compliance and reforming the personnel system. We propose his election as a new Director, taking the view based onthese achievements and other factors that he is a talented person suited for our efforts to realize corporate valueenhancement.
Seiko Nakai
Apr. 1986
Joined the Company(June 26, 1962)
May 1987
Joined Osaka College of Foreign Languages
Feb. 1996
Established Heart and Career Co., Ltd.,
Reelection
President
OutsideMay 2011
Established Shell mail CO., LTD., President– shares
Independent(current position)
June 2016
Director of the Company (current position)
Attendance at Board of
Significant concurrent positions outside the Company
Directors meetings
President of Shell mail Co., Ltd.
18/18 times
Reasons for nomination as candidate for Outside Director and expected role
As an owner of another human resources company, Seiko Nakai has extensive business experience and wide knowledge
mainly in the areas of human resources and career development as well as corporate training, etc. We propose herelection expecting that she will continue playing an adequate role in making important managerial decisions,supervising business execution, etc.
Nobuaki Nakajima(October 19, 1952)

6

7

8

Number of theCompany’s shares
owned

-9-

Notes:

1.
2.
3.
4.
5.
6.

7.

8.

There is no special interest between any of the candidates and the Company.
Kenta Kijima is a candidate for new Director.
Seiko Nakai is a candidate for Outside Director.
Seiko Nakai had been an employee of the Company from April 1986 until April 1987. It has been 35 years since she
resigned as an employee of the Company.
Seiko Nakai is currently an Outside Director of the Company. At the conclusion of this meeting, her tenure will havebeen six years.
The Company has entered into a limited liability agreement with Seiko Nakai. If her reelection is approved, theCompany plans to renew the agreement with her. A summary of the agreement is as follows:- When the non-executive Director becomes liable to the Company for damages due to a failure to perform her duties,
she will be responsible up to the minimum liability amount provided for by Article 425, paragraph (1) of theCompanies Act.
- The limitation of liability above is applicable only if the Director has acted in good faith and without gross negligencein performing her duties which caused her liability.
The Company plans to enter into a directors and officers liability insurance contract with an insurance company
provided for by Article 430-3, Paragraph (1) of the Companies Act that covers all candidates if each of the candidates iselected and takes office. A summary of this insurance contract will compensate damages and litigation expenses, etc.
arising from claims for damages lodged against insured persons due to their acts concerning the execution of duties(including shareholder derivative actions). (However, breaches of trust, criminal acts and the willful violations of laws
and ordinances by insured persons, etc. are excluded from compensation under the contract.) The Company plans to bear
all premiums for insured persons.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Seiko Nakai has been designated as anindependent officer as provided for by the aforementioned exchange. If her reelection is approved, the Company plansfor her designation as an independent officer to continue.

- 10 -

System for the Company Following the Approval of Proposal No. 3: Election of Eight Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)Name

Tsutomu
Wano

IchiroKawaguchi

Yoshiki
Nakai

Isao Yokota
KizukiHayashi
Kenta
KijimaPosition and responsibility
in the Company

NomiFields of expertisenatingCommitIndepentee and Business Sales and Industry
dent
GlobalCompen- adminis- marketknowlofficer
businesssationtrationedge
ingCommittee

Chairman and
Representative Director
Group CEOPresident andRepresentative Director
General Manager of
Personnel Placement
Business Division
Director and Executive
Officer
General Manager of
Recruiting Business
Division
Director and Executive
Officer
General Manager of Global
Business Division
Director and Executive
Officer
Director and Executive
Officer
General Manager of
Administration andAccounting DivisionNobuakiNakajima

Director

Seiko Nakai

Director (Outside)

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Financeandaccounting

Legalaffairs
andcompliance

○

○

○

○

○

Outside Director (Full-time
Toshihiro
Audit and Supervisory
○
○
○
○
Kono
Committee Member)
Outside Director (Audit
Takahideand Supervisory
○
○
○
○
Murao
Committee Member)
Outside Director (Audit
Makotoand Supervisory
○
○
○
○
Saito
Committee Member)* The above list shows fields where respective individuals have notable expertise. It does not indicate their entire knowledge orexperiences.

- 11 -

Proposal No. 4

Revision of Remuneration to Grant Shares With Transfer Restrictions to Directors (Excluding
Outside Directors and Directors Who Are Audit and Supervisory Committee Members)

The amount of remuneration for Directors of the Company (excluding Directors who are Audit and Supervisory
Committee Members) was approved to be ¥300 million or less per year (including ¥30 million or less per year for
Outside Directors) at the 41st Annual General Meeting of Shareholders held on June 22, 2021 (stated amounts do
not include employee salaries of Directors concurrently serving as employees). Moreover, at the 41st Annual
General Meeting of Shareholders held on June 22, 2021, the amount of remuneration relating to the restricted
share-based remuneration plan (hereinafter the “Plan”) paid to Directors (excluding Outside Directors andDirectors who are Audit and Supervisory Committee Members) separately from the aforementioned amount of
remuneration was approved to be ¥150 million or less per year (provided, however, that payment may be paid in alump sum of ¥450 million or less as a three-year cumulative total). The Company proposes to revise the Plan withthe objective of granting further incentive to the Company’s Directors (excluding Outside Directors and Directors
who are Audit and Supervisory Committee Members; hereinafter the “Target Directors”) for them to strive for theCompany’s successive improvement of corporate value and promoting their further sharing of value withshareholders. Specifically, the Company wishes to add to the Plan the condition that requires continuous service fora certain period in order for the transfer restrictions to be lifted, as well as to add a new plan (hereinafter the“Retirement-Type Restricted Share-Based Remuneration Plan”) under which the period of the imposed transfer
restrictions shall be from the date of delivery of shares with transfer restrictions until the day the Target Director
loses their position as Director of the Company or any other position determined by the Board of Directors of theCompany (however, in cases where the Target Director loses the said position before three months have elapsed
after the business year in which the shares with transfer restrictions were delivered and the Board of Directors of
the Company has separately determined a date before six months have elapsed after that business year, that dateshall be used). In addition, the Company requests approval to revise the amount of remuneration for Target
Directors under the Plan (hereinafter the “Medium-Term Continuous Service-Type Share-Based Remuneration
Plan”) and total number of common shares of the Company that are issued or disposed of under the Medium-Term
Continuous Service-Type Share-Based Remuneration Plan. Accordingly, under the Retirement-Type Restricted
Share-Based Remuneration Plan, and separately from the amount of monetary remuneration and the Medium-Term
Continuous Service-Type Share-Based Remuneration Plan, the total amount of monetary remuneration claims to be
paid to Target Directors for the purpose of granting shares with transfer restrictions shall not exceed ¥100 million
per year, which we consider to be reasonable based on the above objectives and, separately from the amount ofmonetary remuneration and the Retirement-Type Restricted Share-Based Remuneration Plan, the amount of
remuneration for Target Directors under the Medium-Term Continuous Service-Type Share-Based Remuneration
Plan shall not exceed ¥100 million per year. Moreover, the specific timing of provision and amount allocated toeach Target Director shall be determined at Board of Directors meetings.
The current number of Directors (excluding Outside Directors and Directors who are Audit and Supervisory
Committee Members) is six. If Proposal No. 3 is approved as originally proposed, the number of Directors(excluding Outside Directors and Directors who are Audit and Supervisory Committee Members) will become
seven.
The Target Directors under this proposal shall provide all monetary remuneration claims arising through this
proposal in accordance with the resolution of the Board of Directors of the Company as property contributed in
kind to have the common shares of the Company issued or disposed of. For the Retirement-Type Restricted ShareBased Remuneration Plan and the Medium-Term Continuous Service-Type Share-Based Remuneration Plan, thetotal number of the common shares of the Company to be issued or disposed of for each plan through this process
shall be 30,000 shares or less per year (provided, however, that the total number shall be adjusted within areasonable range when a share split (including allotment of the common shares of the Company without
contribution) or share consolidation of the common shares of the Company is conducted or any other events that
require an adjustment to the total number of the common shares of the Company to be issued or disposed of as
shares with transfer restrictions arise on and after the date that this proposal is approved and adopted). The amountto be paid in per share is determined by the Board of Directors using the closing price of the common shares of theCompany on the Tokyo Stock Exchange on the business day immediately prior to the day on which each resolutionof the Board of Directors is made (if no trading is reported on such date, the closing price on the immediately
preceding trading day) as the basis and within a range that is not particularly advantageous to the Target Directors.
For the issuance or disposal of the common shares of the Company in accordance with this process, the Company- 12 -

and Target Directors shall enter into an agreement on allotment of shares with transfer restrictions (hereinafter, the“Allotment Agreement”) which includes the following items as its content:
(1)

(2)

(3)

(4)
(5)

(6)
(7)

Target Directors shall not transfer the common shares allotted under the Allotment Agreement (hereinafter the“Allotted Shares”), create a security interest on or conduct other dispositions of the shares (hereinafter the“Transfer Restriction”) for the period from the date of allocation of shares with transfer restrictions until the
day the Target Director loses their position as Director of the Company or any other position determined by
the Board of Directors of the Company (however, in cases where the Target Director loses the said position
before three months have elapsed after the business year in which the shares with transfer restrictions weredelivered and the Board of Directors of the Company has separately determined a date before six months
have elapsed after that business year, that date shall be used) for the Retirement-Type Restricted Share-BasedRemuneration Plan and for a period of between three to five years which is determined by the Board of
Directors of the Company for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan
(hereinafter the “Transfer Restriction Period” for each plan).
If a Target Director has lost the position described in (1) above before the expiration of a period separately
determined by the Board of Directors of the Company (hereinafter the “Service Provision Period”) for the
Retirement-Type Restricted Share-Based Remuneration Plan and before the expiration of the Transfer
Restriction Period for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan, theCompany shall acquire, by rights, the Allotted Shares without contribution except when the Board of
Directors of the Company finds justifiable grounds.
The Company shall lift the Transfer Restriction for all of the Allotted Shares when the Transfer Restriction
Period expires provided that the Target Director has remained in the position as Director of the Company or
any other position determined by the Board of Directors of the Company during the Service Provision Period
for the Retirement-Type Restricted Share-Based Remuneration Plan and during the Transfer Restriction
Period for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan. However, if theTarget Director has lost the position specified in (1) above before the expiration of the Service Provision
Period for the Retirement-Type Restricted Share-Based Remuneration Plan and before the expiration of theTransfer Restriction Period for the Medium-Term Continuous Service-Type Share-Based Remuneration Plan
due to reasons deemed justifiable by the Board of Directors of the Company specified in (2) above, theCompany shall reasonably adjust the number of Allotted Shares for which the Transfer Restriction will be
lifted and the timing for the Transfer Restriction to be lifted, as required.
The Company shall acquire, by rights, without contribution the Allotted Shares for which the Transfer
Restriction is not lifted in accordance with the provisions of (3) above.
Notwithstanding the provisions of (1) above, during the Transfer Restriction Period, when matters concerning
merger agreements in which the Company becomes an extinguished company, share exchange agreements orshare transfer plans in which the Company becomes a wholly owned subsidiary, and other organizational
restructuring are approved at the General Meeting of Shareholders of the Company (provided, however, that
if there is no need to obtain approval at the General Meeting of Shareholders of the Company for theorganizational restructuring, etc., a meeting of the Board of Directors of the Company), prior to the effective
date of the organizational restructuring, etc., the Company shall lift the Transfer Restriction of the number ofAllotted Shares that is reasonably determined.
In the case specified in (5) above, the Company shall acquire, by rights, without contribution the Allotted
Shares for which the Transfer Restriction has not been lifted immediately after the Transfer Restriction has
been lifted pursuant to the provisions of (5) above.
The content of the Allotment Agreement shall relate to the method of indicating and notifying the intention in
the Allotment Agreement, the method of amendment of the Allotment Agreement, and other matters specified
by the Board of Directors.

The Company revised the policy for determining the details of remuneration, etc. for each individual Director at theBoard of Directors meeting held on March 10, 2022. The outline of those details is stated on pages 42 to 43 of theBusiness Report (in Japanese only). The Company plans to change this policy so that it is aligned with this
proposal, subject to the approval of this proposal. As stated above, since the paid-in amount per share for the
Restricted Shares is an amount within a range that is not particularly advantageous and the dilution rate is
insignificant, the Company judges that granting of the Restricted Shares is adequate.
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