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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4047)
June 10, 2020
To Shareholders with Voting Rights:
Jun’ichi Hasegawa
President
Kanto Denka Kogyo Co., Ltd.
3-2, Marunouchi 2-chome, Chiyoda-ku,
Tokyo, JapanNOTICE OF
THE 113TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that we will hold the 113th Ordinary General Meeting of Shareholders of
Kanto Denka Kogyo Co., Ltd. (the “Company”) as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the
proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Thursday, June 25, 2020, Japan time.
1. Date and Time:
2. Place:

Friday, June 26, 2020, at 10:00 a.m. Japan time
5F Conference Room, Headquarters of the Company
Yusen Building 3-2, Marunouchi 2-chome,Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
113th Fiscal Year (April 1, 2019‒March 31, 2020) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 113th Fiscal Year
(April 1, 2019‒March 31, 2020)
Proposals to be resolved:
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 4 Auditors
Proposal 3:
Election of 1 Substitute Auditor
Proposal 4:
Determination of the Amount and Details of Stock-based Remuneration, etc.
for Directors
1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
2. On the day of the meeting, the Company will adopt “Cool Biz” attire. Shareholders are also encouraged
to attend the meeting in light clothing.
3. Based on the provisions of laws and regulations as well as Article 14 of the Company’s Articles ofIncorporation, among the documents that should be provided along with this Notice, as the “Notes to
the Consolidated Financial Statements” in the Consolidated Financial Statements and the “Notes to the
Non-consolidated Financial Statements” in the Non-consolidated Financial Statements are posted on
the Company’s website (https://www.kantodenka.co.jp/), they are not included in this Notice.
The above documents are, along with the other documents provided in this Notice, within the scope ofaudits of the Accounting Auditor and Auditors.
-1-

4. Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (https://www.kantodenka.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Election of 9 Directors
The terms of office of all 9 Directors will expire at the conclusion of this year’s Ordinary General
Meeting of Shareholders. Accordingly, the Company proposes the election of 9 Directors (including 3
Outside Directors).
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
January 2000
July 2004
June 2007

1

2

Joined the Company
General Manager, Fine Chemicals Sales Dept.-II
Executive Officer; General Manager, Fine Chemicals Sales
Dept.-II
June 2009
Director and Executive Officer; General Manager, Sales Div.
Director and Executive Officer; General Manager, Sales Div.;
January 2011
General Manager, Fine Chemicals Sales Dept.-I
Director and Executive Officer of the Company; Chairman
June 2011
Jun’ichi Hasegawa
and Managing Director, Kanto Denka Kogyo (Shanghai) Co.,
Ltd.
(November 11, 1958)
President
June 2015
Reappointment
President; General Manager, Business Div. (to present)
June 2019(In charge of Internal Auditing Dept., Operations
Management Dept.)[Reasons for nomination of the candidate for Director]
The Company has nominated Jun’ichi Hasegawa as a candidate for Director
because Mr. Hasegawa has long experience in the sales division and at overseas
subsidiaries, experience as a Director and broad insights concerning the overallmanagement of the Company.
Joined the Company
April 1981
General Manager, Shibukawa Development Research Lab.
April 2002
General Manager, New Products Development Promotion Dept.,
June 2005
New Products Development Div.
Executive Officer; Representative Director, Kanto Denka Korea
June 2007
Co., Ltd.
Executive Officer; General Manager, Fine Chemicals Sales
June 2009
Dept.-II
Executive Officer; General Manager, Research & Marketing
April 2012Management Dept., New Products Development Div.
Executive Officer; General Manager, Development & Marketing
April 2014
Dept., New Products Development Div.
Fuyuhiko Ishii
Executive Officer; Chairman and Managing Director, Kanto
June 2015
Denka Kogyo (Shanghai) Co., Ltd.
(December 10, 1958)
Executive Officer; Chairman, Kanto Denka Kogyo (Shanghai)
April 2017
Reappointment
Co., Ltd.
June 2017
Director and Executive Officer; General Manager, TechnicalDiv.
June 2019
Director and Managing Executive Officer; General Manager,
Technical Div.; General Manager, New Products
Development Div. (to present)(In charge of Purchasing Dept.)[Reasons for nomination of the candidate for Director]
The Company has nominated Fuyuhiko Ishii as a candidate for Director because
Mr. Ishii has long experience in new products development and sales divisions aswell as experience as a Director of the Company, and the Company’s overseas
subsidiary and broad insights in the overall management of the Company.

Number ofshares of theCompany held

-3-

32,900

8,700

No.

Name
(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1987

3

Takeaki Yajima(April 20, 1963)
Reappointment

Joined The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho
Bank, Ltd.)March 2003
General Manager of Tottori Branch, Mizuho Bank, Ltd.
May 2005
Deputy General Manager, Consulting Coordination
Department, Mizuho Bank, Ltd.
April 2008
Deputy General Manager, Branch Department, Mizuho Bank,
Ltd.
April 2010
General Manager, Unit No. 8 of Branch Department, Mizuho
Bank, Ltd.
April 2012
General Manager of Tachikawa Branch, Mizuho Bank, Ltd.
April 2014
General Manager, Branch Banking Department No. 2,
Mizuho Bank, Ltd.
April 2015
General Manager, Tokyo Main Office Department No. 1,
Mizuho Bank, Ltd.
June 2018
Corporate Adviser of the Company
June 2018
Director and Executive Officer (to present)(In charge of Corporate Planning Dept., Overseas Business
Development Dept.)[Reasons for nomination of the candidate for Director]
The Company has nominated Takeaki Yajima as a candidate for Director because
Mr. Yajima has long experience at financial institutions, experience as a Directorof the Company, considerable knowledge in finance and accounting and broad
insights concerning the overall management of the Company.
April 1990
Joined the Company
April 2009
General Manager, Production Dept.-I, Shibukawa Plant

Number ofshares of theCompany held

June 2013
June 2015
June 20194

Yasunari Yamaguchi(August 1, 1965)
Reappointment

General Manager, Corporate Planning Dept.
Executive Officer; Plant Manager, Mizushima Plant
Director and Executive Officer; Plant Manager, Shibukawa
Plant
November 2019
Director and Executive Officer; Plant Manager, Shibukawa
Plant; General Manager, Production Engineering Dept.,
Shibukawa Plant (to present)[Reasons for nomination of the candidate for Director]
The Company has nominated Yasunari Yamaguchi as a candidate for Director
because Mr. Yamaguchi has long experience in engineering divisions, including
plant operations and corporate planning division, as well as experience as
Director, and has broad insights concerning the overall management of theCompany.

2,300

-4-

3,600

No.

Name
(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions

Joined Asahi Mutual Life Insurance Company
General Manager, Finance Unit, Asahi Mutual Life Insurance
Company
General Manager, Accounting Unit, Asahi Mutual Life Insurance
April 2010
Company
General Manager, Bond Management Unit, Asahi Mutual Life
April 2013
Insurance Company
General Manager, Securities Management Dept., Asahi Mutual
April 2015
Life Insurance Company
Kazuki Niimi(September 22, 1960) April 2016
General Manager, Financial Controller Dept., Asahi Mutual Life
New appointment
Insurance Company
General Manager, in charge of Financial Controller Dept., Asahi
April 2020
Mutual Life Insurance Company
Corporate Adviser of the Company (to present)
June 2020[Reasons for nomination of the candidate for Director]
The Company has nominated Kazuki Niimi as a candidate for Director because
Mr. Niimi has long experience at a financial institution, considerable knowledge
in finance and accounting, and broad insights on the overall management of theCompany.
April 1991
Joined the Company
June 2009
Representative Director, Kanto Denka Korea Co., Ltd.
April 2012
General Manager, Fine Chemicals Sales Dept.-II, Sales Div.
of the Company
Yuki Abe
Executive Officer; General Manager of Osaka Branch Office
June 2018(January 21, 1969)(to present)
New appointment[Reasons for nomination of the candidate for Director]
The Company has nominated Yuki Abe as a candidate for Director because Mr.
Abe has long experience in the Sales Div. and an affiliate of the Company, as wellas broad insights on the overall management of the Company.
April 1987
Admitted as Attorney-at-Law
April 1987
Joined Marunouchi Sogo Law Office
October 2006
Outside Auditor, Kanebo Cosmetics Inc.
September 2011 Co-Representative Attorney-at-law, Marunouchi Sogo Law
Office (to present)
June 2015
Outside Director of the Company (to present)
Hideki Matsui[Significant concurrent position](July 9, 1962)
Reappointment
Co-Representative Attorney-at-law, Marunouchi Sogo Law OfficeOutside[Reasons for nomination of the candidate for Outside Director]
Although Hideki Matsui has not been involved in corporate management otherthan as an outside officer, the Company has nominated him as a candidate for
Outside Director because Mr. Matsui has engaged in corporate legal affairs as an
attorney-at-law for many years, and the Company expects him to utilize his
experience and broad insights for the management of the Company.

Number ofshares of theCompany held

April 1984
April 2006

5

6

7

-5-

0

0

0

No.

Name
(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
November 19798

Masaharu Sugiyama(June 20, 1954)
Reappointment
Outside9

Hitoshi Habuka(March 25, 1957)
Reappointment
OutsideJoined Daiichi Audit Corporation (current Ernst & Young
ShinNihon LLC)
August 1983
Registered as Certified Public Accountant (CPA)
May 2002
Representative Partner (current Senior Partner), Ernst &Young ShinNihon LLC
August 2008
Councilor of Employee Council, Ernst & Young ShinNihon
LLC
August 2010
Audit Commissioner, Ernst & Young ShinNihon LLC
August 2013
Chairman of Audit Committee, Ernst & Young ShinNihon
LLC
August 2014
Vice-Chairman of Employee Council, Ernst & Young
ShinNihon LLC
June 2016
Outside Director of the Company (to present)[Reasons for nomination of the candidate for Outside Director]
Although he has not been involved in corporate management other than as an
outside officer, the Company has nominated Masaharu Sugiyama as a candidate
for Outside Director because Mr. Sugiyama has engaged in corporate accounting
for many years as a Certified Public Accountant, and the Company expects him
to utilize his experience and broad insights for the management of the Company.
April 1981
Joined Shin-Etsu Chemical Co., Ltd.
March 2000
Retired from Shin-Etsu Chemical Co., Ltd.
April 2000
Associate Professor, Department of Material Science andChemical Engineering, Faculty of Engineering, Yokohama
National University (current National University Corporation
Yokohama National University)
April 2002
Professor, Department of Chemical Engineering Science,
Faculty of Engineering, National University Corporation
Yokohama National University (to present)
April 2017
Vice Dean, College of Engineering Science, National
University Corporation Yokohama National University (topresent)
June 2019
Outside Director of the Company (to present)[Significant concurrent position]
Professor, Department of Materials Science and Chemical Engineering, Facultyof Engineering, National University Corporation Yokohama National University
Vice Dean, College of Engineering Science, National University Corporation
Yokohama National University[Reasons for nomination of the candidate for Outside Director]
The Company has nominated Hitoshi Habuka as a candidate for Outside Director
because Dr. Habuka has worked at Shin-Etsu Chemical Co., Ltd. and has
experience as an engineering advisor and guest researcher, etc. at othercompanies. Also, he has engaged in research and development for many years,
and the Company expects him to utilize his experience and broad insights for the
management of the Company.

Number ofshares of theCompany held

-6-

0

0

(Notes)
1. Hideki Matsui, Masaharu Sugiyama and Hitoshi Habuka are all candidates for Outside Director and candidates forindependent officer as stipulated by the rules of the Tokyo Stock Exchange.
2. Although Hideki Matsui belongs to the Marunouchi Sogo Law Office, with which the Company has a legal advisory
retainer contract and to which it pays fees for legal services provided by attorneys, the Company paid only about ¥7
million for the fiscal year ended March 31, 2020, and this amount does not affect the independence of Mr. Matsui
either from the Company or from the law office.
3. Although Masaharu Sugiyama belonged to Ernst & Young ShinNihon LLC, which is the Company’s accounting
auditor, he retired from the audit firm in June 2016. Although the Company pays compensation for audits conductedby the firm, the Company paid only ¥37 million for the fiscal year ended March 31, 2020, and this amount does notaffect the independence of Mr. Sugiyama either from the Company or from the audit firm. Mr. Sugiyama has not beenin charge of audits of the Company.
4. Hitoshi Habuka belongs to National University Corporation Yokohama National University, with which the Company
has concluded a joint research agreement. Although the Company makes donations to the said university, the amountof donations was only ¥1 million for the fiscal year ended March 31, 2020, and this amount does not affect theindependence of Mr. Habuka either from the Company or from the university.
5. The Company has an agreement with Hideki Matsui, Masaharu Sugiyama and Hitoshi Habuka to limit their liability as
Outside Director on the basis of the provisions of Article 427, Paragraph 1, of the Companies Act with the liability
limit set forth in the relevant law. In case Mr. Matsui, Mr. Sugiyama, and Mr. Habuka are elected as Outside Directors
and assume office as such, the Company plans to continue to enter into a similar agreement with them.
6. The term of office of Hideki Matsui, Masaharu Sugiyama, and Hitoshi Habuka as Outside Directors of the Company
upon the conclusion of this General Meeting of Shareholders will be five years, four years, and one year, respectively.

-7-

Proposal 2:
Election of 4 Auditors
The terms of office of all 4 Auditors will expire at the conclusion of this year’s Ordinary General Meetingof Shareholders. Accordingly, the Company proposes the election of 4 Auditors.
The candidate for Auditor is as follows. The Audit & Supervisory Board has previously given its approvalto this proposal.
No

Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1976
October 2002
July 2005

1

2

Joined the Company
General Manager, Production Dept.-II, Shibukawa Plant
General Manager, Production Quality Control Dept.,
Technical Div.
June 2006
Deputy General Manager, and General Manager, Production
Dept.-III, Shibukawa Plant
June 2007
Executive Officer; Deputy General Manager, and General
Manager, Production Dept.-III, Shibukawa Plant
October 2008
Executive Officer; Deputy General Manager, General
Manager, Production Dept.-III, and General Manager,
Production Engineering Dept., Shibukawa Plant
April 2009
Executive Officer; Vice Plant Manager, Shibukawa Plant
June 2009
Executive Officer; Plant Manager, Shibukawa Plant
Takashi Suzuki
June 2011
Director and Executive Officer; Plant Manager, Shibukawa(December 2, 1952)
Plant
Reappointment
June 2013
Director and Managing Executive Officer; General Manager,
Technical Div.
April 2014
Director and Managing Executive Officer; General Manager,
Technical Div.; General Manager, New Products
Development Div.
June 2015
Corporate Adviser of the Company; Representative Director
and President of KANDEN KOSAN CO., LTD.
June 2019
Full-time Auditor of the Company (to present)[Reasons for nomination of the candidate for Auditor]
The Company has nominated Takashi Suzuki as a candidate for Auditor because
Mr. Suzuki has long experience in the engineering division, including plant
operations, research and development division as well as in the Company’s
subsidiary, and he also has experience as a Director and as an Auditor of theCompany and broad insights in the overall management of the Company.
April 1982
Joined Asahi Mutual Life Insurance Co.
December 2002 Joined the Company
April 2008
General Manager, Personnel & General Affairs Dept.
Executive Officer; General Manager, Personnel & General
June 2011
Affairs Dept.
Senior Executive Officer; General Manager, Legal & General
June 2017
Kunihiko Uramoto
Affairs Dept.
(August 24, 1959)
June 2018
Full-time Auditor (to present)
Reappointment[Reasons for nomination of the candidate for Auditor]
The Company has nominated Kunihiko Uramoto as a candidate for Auditor
because Mr. Uramoto has long experience at the personnel and legal & generalaffairs divisions (including investor relations) of the Company, experience as an
Auditor of the Company, considerable knowledge in finance, accounting, andlegal affairs, and broad insights in the overall management of the Company.

Number ofshares of theCompany held

-8-

24,50010,100

No

3

4

Name
(Date of birth)

Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

April 1967
Joined Zeon Corporation
June 1997
Director, Zeon Corporation
June 1999
Senior Director, Zeon Corporation
June 2001
Executive Director, Zeon Corporation
June 2002
Chief Executive Director, Zeon Corporation
June 2003
President and Chief Executive Officer, Zeon Corporation
Outside Auditor, The Yokohama Rubber Co., Ltd.
Naozumi Furukawa June 2006
Chairman, Zeon Corporation (to present)(December 22, 1944) June 2013
March 2014
Outside Director, The Yokohama Rubber Co., Ltd.
Reappointment
OutsideJune 2015
Outside Auditor of the Company (to present)[Significant concurrent positions]
Chairman, Zeon Corporation[Reasons for nomination of the candidate for Outside Auditor]
The Company has nominated Naozumi Furukawa as Outside Auditor because
Mr. Furukawa has engaged in the management of chemical manufacturers formany years and the Company expects Mr. Furukawa to utilize his experience andbroad insights for the Company’s audits.
April 1986
Joined Asahi Mutual Life Insurance Company
April 2011
General Manager, Insurance Unit, Office & System
Management Div., Asahi Mutual Life Insurance Company
April 2014
General Manager, Product Development Unit, Sales Planning
Dept., Asahi Mutual Life Insurance Company
April 2015
General Manager, Product Development Dept., Asahi
Mutual Life Insurance Company
April 2016
General Manager, Sales Planning Dept., Asahi Mutual Life
Insurance Company
April 2017
Executive Officer (In charge of Sales Planning Dept. and
Product Development Dept.), Asahi Mutual Life Insurance
Kenichi Ikeda
Company(December 23,1962)
New appointment
April 2019
Executive Officer (In charge of Sales Planning Dept.,
OutsideMarketing Div., and Product Development Dept.), Asahi
Mutual Life Insurance Company
April 2020
Executive Officer (In charge of Risk Management Div. andCompliance Div.), Asahi Mutual Life Insurance Company (topresent)[ [Significant concurrent positions]Executive Officer, Asahi Mutual Life Insurance Company[Reasons for nomination of the candidate for Outside Auditor]
The Company has nominated Kenichi Ikeda as a candidate for Outside Auditor
because Mr. Ikeda has long experience at a financial institution and broad
insights, which are expected to be utilized for the Company’ audit.
(Notes)
1. Naozumi Furukawa and Kenichi Ikeda are both candidates for Outside Auditor and candidates for independent officer
as stipulated by the rules of the Tokyo Stock Exchange.
2. The Company has an agreement with Naozumi Furukawa to limit his liability as Outside Auditor on the basis of theprovisions of Article 427, Paragraph 1, of the Companies Act with the liability limit set forth in the relevant law. In
case Mr. Furukawa is elected as Outside Auditor and assumes office as such, the Company plans to continue to enter
into the same agreement with him. In addition, in case Kenichi Ikeda is elected as Outside Auditor and assumes officeas such, the Company plans to enter into an agreement with Mr. Ikeda to limit his liability as Outside Auditor on thebasis of the provisions of Article 427, Paragraph 1, of the Companies Act with the liability limit set forth in therelevant law.
3. The term of office of Naozumi Furukawa as Outside Auditor of the Company upon the conclusion of this General
Meeting of Shareholders is five years.

-9-

0

0

Proposal 3: Election of 1 Substitute Auditor

The effective term of Substitute Auditor Naotaka Kawamata, who was elected at the 109th Ordinary
General Meeting of Shareholders held on June 29, 2016, will expire at the beginning of this year’s Ordinary
General Meeting of Shareholders. Accordingly, to prepare for the case where the number of Auditors of theCompany becomes insufficient in light of the legally stipulated number, the election of 1 Substitute Auditor
is proposed.
Pursuant to Article 31 of the Company’s Articles of Incorporation, this election shall be effective until the
beginning of the ordinary general meeting of shareholders concerning the last business year that ends withinfour years after the election. The effectiveness of this election shall be able to be revoked only before theassumption of office by resolution of the Board of Directors with the approval of the Audit & Supervisory
Board.
The candidate for Substitute Auditor is as follows. The Audit & Supervisory Board has previously given
its approval to this proposal.
Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1994
April 1994
April 2015

Naotaka Kawamata(May 1, 1965)(Notes)1.

2.
3.

Registered as Attorney-at-law
Joined Marunouchi Sogo Law Office
Practicing-Attorney-Professor for civil advocacy, the Legal
Training and Research Institute of the Supreme Court ofJapan
June 2016
Outside Director, Torex Semiconductor Ltd. (to present)
June 2017
Outside Director, Nippon Flour Mills Co., Ltd. (to present)
November 2019 Member of the National Bar Examination Commission (Civil
Code) (to present)[Significant concurrent positions]
Attorney-at-law, Marunouchi Sogo Law OfficeOutside Director, Torex Semiconductor Ltd.
Outside Director, Nippon Flour Mills Co., Ltd.
Member of the National Bar Examination Commission (Civil Code)[Reasons for nomination of the candidate for Substitute Outside Auditor]
The Company has nominated Naotaka Kawamata as a candidate for SubstituteOutside Auditor because Mr. Kawamata possesses specialized knowledge andexperience as an attorney-at-law and is adept in corporate legal affairs.

Number ofshares of theCompany held

0

Although Naotaka Kawamata belongs to the Marunouchi Sogo Law Office, with which the Company has a legal
advisory retainer contract and to which it pays fees for legal services provided by attorneys, the Company paid only
about ¥7 million for the fiscal year ended March 31, 2020, and this amount does not affect the independence of Mr.
Kawamata either from the Company or from the law office.
Naotaka Kawamata is a candidate for Substitute Outside Auditor.
In the case when the number of Auditors of the Company becomes insufficient in light of the legally stipulated number
and Mr. Kawamata assumes office as an Outside Auditor, the Company plans to enter into an agreement with Mr.
Kawamata to limit his liability as Outside Auditor on the basis of the provisions of Article 427, Paragraph 1, of theCompanies Act with the liability limit set forth in the relevant law.

- 10 -

Proposal 4: Determination of the Amount and Details of Stock-based Remuneration, etc. for Directors
1. Reasons for proposal and the reason why the remuneration plan is considered appropriate
The remuneration for Directors of the Company consists of fixed remuneration and performance-linked
compensation (bonuses). The Company seeks approvals in this Proposal to newly introduce a stock-based
remuneration plan (hereinafter, the “Plan”) for eligible Directors (excluding Outside Directors as statedhereinafter). The Company requests our shareholders that the details of the Plan be left to the discretion of its
Board of Directors within the framework set forth under the following item 2.
The purpose of the Plan is to clarify the link between the remuneration of Directors and the value of theCompany's stock and to raise the Directors’ incentives to contribute to the improvement of medium- to long-term
performance and the enhancement of corporate value by sharing profits and risks arising from fluctuations in stock
prices with shareholders. Therefore, the Company believes that the remuneration system is appropriate.
This Proposal is made to provide a new stock-based remuneration for Directors (excluding Outside Directors,
the same shall apply hereinafter) in office during the period of five years from the day following the date on which
this Ordinary General Meeting of Shareholders is concluded until the date on which the Ordinary General Meetingof Shareholders to be held in June 2025 is concluded (hereinafter, the “Applicable Period”). The payment under
the new stock-based remuneration plan for Directors is established separately from the Directors' remuneration as
approved by the resolution of the 100th Ordinary General Meeting of Shareholders held on June 28, 2007
(Monthly remuneration of ¥24 million or less per month) as well as bonuses calculated based on the designatedcalculation method (0.8% of the ordinary income of the Company during the respective fiscal year with the
maximum of ¥80 million annually; provided, however, that the bonuses will not be paid if the ordinary income of
the Company during the respective fiscal year is less than ¥1.0 billion. Neither of the remuneration nor thebonuses include salaries paid to a Director as an employee).
If Proposal 1, “Election of 9 Directors” is approved as originally proposed, six Directors will become eligible
for the Plan.

2. The amount and other details of the remuneration under the Plan
(1) Outline of the Plan
The Plan is a stock-based remuneration plan under which a trust established by the Company throughcontribution of money (hereinafter, the “Trust”) acquires the Company’s shares, and the number of Company’s
shares, which is equivalent to the number of points granted to each Director by the Company, is issued to each
Director through the Trust.
Also, the timing for an eligible Director to receive the issuance of the Company’s shares is when the
Director retires, in principle.
Director of the Company (Excluding Outside
Director)
From the day following the conclusion of thisOrdinary General Meeting of Shareholders until thedate of conclusion of the Ordinary General Meetingof Shareholders held in June 2025iሻEligible person of the PlaniiሻApplicable Periodiiiሻ

The maximum amount of money contributed by
the Company as a fund for the acquisition of theCompany’s shares necessary for the issuance ofshares to the eligible person set forth under i).
during the Applicable Period set forth under ii).

A total of ¥70 million

ivሻ

Method to acquire the Company’s shares

Acquisition from the stock market (including
off-floor trading)vሻ

Maximum number of points granted to theeligible person set forth under i).

20,000 points per business yearviሻ

Criteria for granting points

Points are granted based on ranks, etc.

ViiሻTiming of issuing the Company’s shares to theeligible person set forth under i).

Upon retirement, in principle(2) The maximum amount of the money contributed by the Company
Initial trust period for the Trust is approximately five years, and during the Applicable Period, theCompany contributes a maximum total of not more than ¥70 million as remuneration for Directors in officeduring the Applicable Period as a fund to acquire the Company’s shares required to be issued to Directors
pursuant to the Plan. The Trust is established by designating the Directors satisfying certain criteria as a

- 11 -

beneficiary. The Trust acquires the Company’s shares on the stock market (including off-floor trading) using
the money contributed by the Company as the underlying funds.
Note: The actual amount of money entrusted by the Company in the Trust is an aggregate of estimatedamount of necessary expenses such as trust fee, commission for trust administrator, etc. in addition to
funds to acquire the Company's shares above.
Also, based on the resolution of the Board of Directors of the Company, the Applicable Period may be
extended as necessary by setting a period of time not exceeding five years, and as a result, the trust period of
the Trust may be extended to continue the Plan (including an effective extension of the trust period bytransferring the assets in the Trust to another trust with the same purpose as the Trust set by the Company,
hereinafter the same shall apply). In this case, the Company shall make an additional contribution to the Trustin the amount of money not more than an amount calculated by the number of years of the extended Applicable
Period multiplied by 14 million yen, as additional funds to acquire the Company’s shares necessary forissuance to Directors under the Plan, and the Company shall continue to grant the points set forth under (3), as
well as the Company’s shares.
In addition, even when the Applicable Period is not extended and the Plan is not continued as stated above,
if there is a Director who has not yet retired from office despite having been already granted with points at thetime of the expiration of the trust period, the trust period of the Trust may be extended until the said Director
retires and the issuance of the Company’s shares is completed.

(3) Calculation method of the Company’s shares issued to the Director and the maximum number thereofi) Method of granting points to the Director, etc.
The Company shall grant each Director the points corresponding to ranks, etc., as of the date points are
granted as provided for under the rules on share issuance during the trust period, pursuant to the rules onshare issuance determined by the Board of Directors of the Company.
However, the total number of points vested in the Director by the Company shall be a maximum of
20,000 points per one business year.
ii) The issuance of the Company’s shares corresponding to the number of points granted.
The Director receives the issuance of the Company’s shares in accordance with the number of points
vested as set forth under i) above, based on the procedures set forth under iii) as follows.
In addition, one point is equivalent to one share of the Company. However, in the event of stock split,
stock consolidation, etc. or in the event that the adjustment in the number of the Company’s shares to beissued is deemed reasonable, the reasonable adjustments shall be made based on the ratio of such stock
split or stock consolidation.
iii) Issuance of the Company’s shares to the Director
The issuance of the Company's shares to each Director as stated in ii) above are conducted through theTrust by each Director completing designated procedures to finalize a beneficiary registration at the time of
his/her retirement as Director.
However, of such shares, a specific portion of the Company’s shares may be sold and converted into
cash in the Trust and paid in cash in lieu of the Company’s shares in order for the Company to withhold
funds to pay taxes including withholding income tax. Also, in the event where the Company’s shares areconverted into cash, including where the Company’s shares in the Trust are settled upon participation in atender offer, etc., the Company may issue in cash in lieu of the Company’s shares.
(4) The exercising of voting rights
The voting rights pertaining to the Company’s shares in the Trust shall not be exercised without
exception, in accordance with the instructions of the trustee who is independent from the Company and the- 12 -

Company’s officers. In such a way, the Company aims to secure neutrality to the management of theCompany, with respect to exercising the voting rights pertaining to the Company’s shares in the Trust.

(5) Treatment of dividends
The Trust shall receive dividends pertaining to the Company’s shares in the Trust, and the dividends
are allocated to expenses including for the acquisition costs of the Company’s shares and the trust fee forthe trustee pertaining to the Trust.

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