Securities Code: 2429
March 7, 2023
To: Shareholders
Eikichi Iida
Chairman and PresidentWORLD HOLDINGS CO., LTD.
11-2 Otemachi, Kokurakita-ku, Kitakyushu-shi, Fukuoka

NOTICE OF CONVOCATION OF
THE 30th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 30th Ordinary General Meeting of Shareholders of WORLD HOLDINGS CO.,LTD. (the “Company”), which will be held as described hereunder.
Reference materials and other information (electronically provided items) concerning this shareholders meeting areposted on the WORLD HOLDINGS website. Please visit the website to see this information.
Our website: https://world-hd.co.jp/
Electronically provided items can be viewed on the WORLD HOLDINGS website and on the website of the Tokyo
Stock Exchange.
Tokyo Stock Exchange website (Listed company information service):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
On the Tokyo Stock Exchange website, which is in Japanese, access WORLD HOLDINGS information by entering
either “WORLD HOLDINGS” in the company name box or “2429” in the securities code box and clicking “search.”
Next, click “basic information” and then “documents for viewing/PR information.” Shareholders meeting
documents are in the “documents for viewing” section.
At this year’s General Meeting, the number of seats in the room will be reduced, since the spacing between seats
will be increased as a precaution against the spread of the COVID-19 infection. You may exercise your voting rights
by one of the two methods below. Please review the attached Reference Documents for General Meeting of
Shareholders and submit your votes no later than 5:45 p.m., Thursday, March 23, 2023 (Japan time).

1

Exercise of voting rights in writing
Please indicate your approval or disapproval for each agenda item on the voting rights exercise form that was sentwith this notice of the shareholders meeting and return the form to us by the above deadline.
Exercise of voting rights via the internet
Please access the Company’s designated shareholder voting website (https://evote.tr.mufg.jp/), follow the on-screen
guidance, and enter your approval or disapproval for each agenda matter by the above deadline.
1. Date and Time: Friday, March 24, 2023 at 10:00 a.m. (Japan time)
2. Venue:

Empire Room, 3rd floor, RIHGA Royal Hotel Kokura
2-14-2 Asano, Kokurakita-ku, Kitakyushu, Fukuoka

3. Purposes:

Matters to be reported

1. Business Report and Consolidated Financial Statements andReports of Audit on Consolidated Financial Statements by
Accounting Auditor and Audit & Supervisory Board for the
30th Fiscal Year (from January 1, 2022 to December 31,
2022)
2. Non-Consolidated Financial Statements for the 30th Fiscal
Year (from January 1, 2022 to December 31, 2022)

Matters to be resolved
Proposal 1:
Proposal 2:

Election of Fifteen (15) Directors
Election of One (1) Substitute Audit & Supervisory Board
Member
Proposal 3:
Payment of Retirement Benefit to a Director
Proposal 4:
Issuance of Stock Acquisition Rights as Tax-qualified Stock
Options
Proposal 5:
Issuance of Stock Acquisition Rights as Non-tax-qualified
Stock Options
4. Matter to be resolved concerning the convocation of shareholders meetings (information about exercising
voting rights)(1) When voting instructions are submitted by using a paper (sent by postal mail) voting
rights exercise form, any item where no voting instruction is entered will be counted
as a “yes” vote.
(2) When voting instructions are submitted using the internet more than once, the lastvoting instructions received will be counted.
(3) When a shareholder submits voting instructions using both the internet and a paper(sent by postal mail) voting rights exercise form, the internet voting instructions will
be counted regardless of the order in which the two voting instructions were received.
If you are attending the meeting, please submit the enclosed voting rights exercise form to the reception desk upon
arrival. If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-Consolidated Financial Statements, or the Consolidated Financial Statements, those revised
versions will be posted on the Company’s website (https://en.world-hd.co.jp/) and the Tokyo Stock Exchange
website.

2

Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of Fifteen (15) Directors
The terms of office of all fourteen (14) Directors will expire at the conclusion of this General Meeting of Shareholders.
In addition, Toshihiko Kanno resigned as a Director on June 30, 2022.
Accordingly, the Company proposes to elect fifteen (15) Directors including eight (8) Outside Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)February 1981
February 1997

Representative Director of Mikuni Industry Co., Ltd. (currently MIKUNI Co.,Ltd.)
Director of the Company

December 1997

Chairman of the Company

May 1999

President of the Company

December 2001
July 2003

Representative Director of World Green Staff (currently WORLDCONSTRUCTION CO., LTD.)
Director of Mikuni Industry Co., Ltd. (currently MIKUNI Co., Ltd.) (to present)

December 2006

Director of e-support, Inc.

June 2007

Chairman and President (CEO and COO) of the Company

July 2008
February 2010

Representative Director of GEOGRAPHIC INFORMATION OF KYUSHU, INC.
(to present)
Representative Director of Advan Co., Ltd.

March 2010

Chairman (CEO) of the Company

April 2010

Representative Director of WORLD RESIDENTIAL Co., Ltd. (to present)

June 2010

Representative Director of Nichimo Real Estate Co., Ltd.

October 2010

Director of Advan Co., Ltd.

April 2011

Chairman, President, Executive Officer of the Company

November 2011

Director of Best IT Business Co., Ltd.

December 2011

Chairman and President of the Company (to present)

January 2012

Director of Taiwan Human Resource Management (currently WORLD INTECTAIWAN CO., LTD.) (to present)
Representative Director of World iCity Co., Ltd.

February 20121

Eikichi Iida
(May 5, 1956)

November 2012
December 2012

Representative Director of DOT INTERNATIONAL Co., Ltd. (currently DOT
WORLD Co., LTD.)
Director of World iCity Co., Ltd.

March 2014

Representative Director of World Wisteria Homes Co., Ltd. (to present)

March 2014

Representative Director of World iCity Co., Ltd. (to present)

July 2014

Chairman and President of WORLD INTEC Co., Ltd.

November 2014

Director of WORLD MIKUNI Co., Ltd. (currently RENOVE MIKUNI Co., LTD.)

December 2014

Representative Director of Best IT Business Co., Ltd. (to present)

August 2015

July 2016

Representative Director of OMACHI Co., Ltd. (currently OMACHI WORLD Co.,Ltd) (to present)
Representative Director of WORLD MIKUNI Co., Ltd. (currently RENOVEMIKUNI Co., LTD.) (to present)
Director of NIKKEN TECHNO Co., Ltd.

November 2016

Representative Director of MIKUNI Co., Ltd.

January 2017

Representative Director of HOEIKENSETSU Co., Ltd.

February 2017

Representative Director of FARM Co., Ltd.

February 2018
August 2018

Director of SAIHI INFORMATION SERVICE CO., LTD. (currently WORLDSYSTEM SERVICE CO., LTD.)
Director of DOT WORLD Co., LTD.

March 2019

Representative Director of DOT WORLD Co., LTD. (to present)

July 2019

Chairman of WORLD INTEC Co., Ltd. (to present)

January 2020

Director of WORLD CAPITAL SOLUTION CO., LTD. (to present)

March 2021

Director of Nichimo Real Estate Co., Ltd. (to present)

February 2022

Director of Dimples Co.,Ltd. (to present)

May 2022

Director of DOT WORLD Co., LTD. (to present)

March 2016

3

Number ofshares of theCompanyheld496,500

No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)

Number ofshares of theCompanyheld(Significant concurrent positions)Representative Director of GEOGRAPHIC INFORMATION OF KYUSHU, INC.
Representative Director of WORLD RESIDENTIAL Co., Ltd.
Representative Director of World Wisteria Homes Co., Ltd.
Representative Director of World iCity Co., Ltd.
Representative Director of Best IT Business Co., Ltd.
Representative Director of OMACHI WORLD Co., Ltd.
Representative Director of RENOVE MIKUNI Co., LTD.
Representative Director of WORLD INTEC Co., Ltd.
Representative Director of WORLD STAFFING CO., LTD.
Director of MIKUNI Co., Ltd.
Director of WORLD INTEC TAIWAN CO., LTD.
Director of WORLD CAPITAL SOLUTION CO., LTD.
Director of Nichimo Real Estate Co., Ltd.
Director of Dimples Co.,Ltd.
Director of DOT WORLD Co., LTD.
Reasons for nomination as a candidate for Director
Mr. Eikichi Iida has taken charge of management for more than 30 years since the establishment of the Company and served as
Representative Directors of subsidiaries. He thus has considerable experience, achievements, and insight into company management. In
addition, he is expected to demonstrate strong leadership skills developed through his steady efforts to tackle various management issues
that contribute to enhancing the corporate value of World Holdings Group (the “Group”). The Company has therefore nominated him as a
candidate for Director, believing that he is the right person for strengthening the management base of the Group.

4

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1977

Joined Dai Nippon Printing Co., Ltd.

February 1979

Joined Sony Corporation

June 2005

December 2012

General Manager of Video Business Division of Television & Video
Business Division of Sony Corporation
Executive Officer of Sony EMCS Corporation (currently Sony Global
Manufacturing & Operations Corporation)
Managing Officer of Sony EMCS Corporation (currently Sony Global
Manufacturing & Operations Corporation)
Joined the Company

January 2013

Vice President, Executive Officer of the Company

March 2013

Director, Vice President, Executive Officer of the Company

July 2014

Director, in charge of Human Resource Business of the Company

July 2014

Director, Vice President, Executive Officer of WORLD INTEC Co., Ltd.

March 2015

Representative Director, Vice President, Executive Officer of WORLDINTEC Co., Ltd.
Director of DOT INTERNATIONAL Co., Ltd. (currently DOT WORLD
Co., LTD.)
Director, Vice President, in charge of Human Resource Business of theCompany
Representative Director of NIKKEN TECHNO Co., Ltd.

April 2007
October 2010

March 2015
March 2015
July 2016
February 2018

August 2018

Representative Director of SAIHI INFORMATION SERVICE CO., LTD.
(currently WORLD SYSTEM SERVICE CO., LTD.) (to present)
Director, in charge of Human Resource Business of the Company (topresent)
Representative Director of DOT WORLD Co., LTD.

March 2019

Director of DOT WORLD Co., LTD.

July 2019
March 2020

Representative Director, President, Executive Officer of WORLD INTEC
Co., Ltd. (to present)
Director of NIKKEN TECHNO Co., Ltd.

March 2020

Director of Advan Co., Ltd. (to present)

March 2021

Representative Director and Chairman of NIKKEN TECHNO Co., Ltd. (topresent)
Representative Director and Chairman of CREATION VIEW CO., LTD. (topresent)
Director of WORLD STAFFING CO., LTD. (to present)

March 2018
Toru Iwasaki(June 19, 1953)
2

May 2021
June 2021
July 2021
May 2022

Number ofshares of theCompany held

6,000

Representative Director, Vice Chairman of WORLD INTEC Co., Ltd. (topresent)
Representative Director of DOT WORLD Co., LTD. (to present)(Significant concurrent positions)Representative Director of WORLD SYSTEM SERVICE CO., LTD.
Representative Director of WORLD INTEC Co., Ltd.
Representative Director of NIKKEN TECHNO Co., Ltd.
Representative Director of CREATION VIEW CO., LTD.
Representative Director of DOT WORLD Co., LTD.
Director of Advan Co., Ltd.
Director of WORLD STAFFING CO., LTD.
Reasons for nomination as a candidate for Director
Mr. Toru Iwasaki, who had experience at companies outside the group, has been responsible for the Human Resources Business Division.
He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore nominated him asa candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1976

Joined Fuji Bank (currently Mizuho Bank, Ltd.)

October 2002

General Manager of SENGENDAI Branch of Mizuho Bank, Ltd.

March 2004

Joined the Company

May 2004
March 2007

Director of World Green Staff (currently WORLD CONSTRUCTION
CO., LTD.)
Executive Officer of the Company

February 2010

Audit & Supervisory Board Member of Advan Co., Ltd. (to present)

March 2010

Director, Executive Officer of the Company

April 2010

Audit & Supervisory Board Member of WORLD RESIDENTIAL
Co., Ltd. (to present)
Audit & Supervisory Board Member of Nichimo Real Estate Co.,Ltd.
Audit & Supervisory Board Member of Best IT Business Co., Ltd.

June 2010
November 2011
November 2012
January 2013
August 2013
July 2014
July 2014
April 2015
March 2016
Shigeru Nakano(November 9, 1957)
3

March 2016
March 2016
January 2017
February 2018
November 2018
July 2019
May 2022
June 2022

Number ofshares of theCompany held

Audit & Supervisory Board Member of DOT INTERNATIONAL
Co., Ltd. (currently DOT WORLD Co., LTD.) (to present)
Director, Managing Officer, General Manager of Business
Management Division of the Company
Audit & Supervisory Board Member of INFORMATION OF
KYUSHU, INC.
Director, General Manager of Business Management Division of theCompany
Director, Managing Officer of WORLD INTEC CO., LTD.
Audit & Supervisory Board Member of Mikuni Industry Co., Ltd.
(currently MIKUNI Co., Ltd.)
Audit & Supervisory Board Member of Best IT Business Co., Ltd. (topresent)
Audit & Supervisory Board Member of e-support, Inc. (to present)
Audit & Supervisory Board Member of Network Solution Co., Ltd.
(to present)
Director, General Manager of Business Management Division of theCompany (to present)
Audit & Supervisory Board Member of SAIHI INFORMATIONSERVICE CO., LTD. (currently WORLD SYSTEM SERVICE CO.,LTD.) (to present)
Audit & Supervisory Board Member of WORLD INTEC TAIWAN
CO., LTD. (to present)
Director, Executive Officer of WORLD INTEC CO., LTD. (topresent)
Audit & Supervisory Board Member of WORLD STYLE CO., LTD.
(to present)
Creative Inc. (to present)

7,000(Significant concurrent positions)
Director of WORLD INTEC Co., Ltd.
Audit & Supervisory Board Member of Advan Co., Ltd.
Audit & Supervisory Board Member of WORLD RESIDENTIAL Co., Ltd.
Audit & Supervisory Board Member of DOT WORLD Co., LTD.
Audit & Supervisory Board Member of Best IT Business Co., Ltd.
Audit & Supervisory Board Member of e-support, Inc.
Audit & Supervisory Board Member of Network Solution Co., Ltd.
Audit & Supervisory Board Member of WORLD SYSTEM SERVICE CO., LTD.
Audit & Supervisory Board Member of WORLD INTEC TAIWAN CO., LTD.
Audit & Supervisory Board Member of WORLD STYLE CO., LTD.
Audit & Supervisory Board Member of Creative Inc.
Reasons for nomination as a candidate for Director
Mr. Shigeru Nakano, who had experience in financial institutions, has been responsible for the Corporate Management Division of theGroup. He thus has considerable experience, achievements, and insight into company management. The Company has therefore nominatedhim as a candidate for Director, believing that he is the right person for conducting management and strengthening corporate governanceof the Group.

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1979

Joined Nichimo Co., Ltd.

December 2001

August 2009

Director, Executive Officer, General Manager of Housing Business
Division of Nichimo Co., Ltd.
Senior Managing Director, Executive Officer, General Manager of
Housing Business Division of Nichimo Co., Ltd.
Director of Nichimo Real Estate Co., Ltd.

September 2010

Director of WORLD RESIDENTIAL Co., Ltd.

March 2011

Senior Managing Director of WORLD RESIDENTIAL Co., Ltd.

January 2013

Director of Wisteria Homes Co., Ltd. (currently World Wisteria Homes
Co., Ltd.) (to present)
Representative Director of Nichimo Real Estate Co., Ltd.

December 2007

April 2014
January 2016
January 2016
Hitoshi Yukawa(July 18, 1953)
4

January 2016

Number ofshares of theCompany held

Representative Director, Vice President of WORLD RESIDENTIAL
Co., Ltd.
Director of World iCity Co., Ltd. (to present)

December 2016

Director of WORLD MIKUNI Co., Ltd. (Currently RENOVE MIKUNICo., Ltd.) (to present)
Director of COMPAX Co., Ltd. (to present)

January 2018

President of WORLD RESIDENTIAL Co., Ltd.

January 2018

Director of Nichimo Real Estate Co., Ltd. (to present)

March 2020

Director, in charge of Real Estate Division of the Company (to present)

December 2022

Director of WORLD RESIDENTIAL Co., Ltd. (to present)

6,000(Significant concurrent positions)Representative Director of COMPAX Co., Ltd.
Director of WORLD RESIDENTIAL Co., Ltd.
Director of World Wisteria Homes Co., Ltd.
Director of World iCity Co., Ltd.
Director of RENOVE MIKUNI Co., Ltd.
Director of Nichimo Real Estate Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Hitoshi Yukawa, who had experience at companies outside the group, has been responsible for the subsidiaries of the Real EstateBusiness division of the Group. He thus has considerable experience, achievements, and understanding of business strategy. The
Company has therefore nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategyof the Group.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
July 1996

Joined K.K. Tie-up

March 2001

President and Representative Director of Intellect Co., Ltd.

February 2002

Joined the Company

September 2002

Director of the Company

July 2004
February 2005

Director of World Green Staff (currently WORLD CONSTRUCTION
CO., LTD.)Managing Director of the Company

March 2010

Director, Senior Managing Director, Executive Officer of the Company

March 2012

Representative Director of WORLD INTEC FUKUSHIMA CO., LTD.
(currently WORLD NEXT CO., LTD.)
Director, in charge of Human Resource Business (to present)

July 2014
Shinji Honda(July 10, 1965)
5

July 2014

June 2017

Director, Senior Managing Director, Executive Officer of WORLDINTEC CO., LTD.
Director, Vice President, Executive Officer of WORLD INTEC CO.,LTD.
Representative Director of WORLD STAFFING CO., LTD. (to present)

April 2019

Representative Director of JW SOLUTION CO., LTD. (to present)

July 2021

Director, Executive Officer of WORLD INTEC CO., LTD. (to present)

May 2022

Representative Director of Dimples Co.,Ltd.(to present)

March 2017

Number ofshares of theCompany held

43,000(Significant concurrent positions)Representative Director of WORLD STAFFING CO., LTD.
Representative Director of JW SOLUTION CO., LTD.
Representative Director of Dimples Co.,Ltd.
Director of WORLD INTEC Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Shinji Honda, who had experience at companies outside the group, has been responsible for the Human Resources Business Divisionof the Group. He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore
nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

8

No.

Name
(Date of birth)

Katsuhiro Kuriyama(November 3, 1967)
6

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
December 1994

Joined ACTIS Co., Ltd.

April 1998

General Manager of Production Headquarters of ACTIS Co., Ltd.

March 2001

President of Crystal US Co., Ltd.

December 2001

Director of Nihon Aim Co., Ltd. (currently UT Aim Co., Ltd.)

June 2006

Managing Director of Micro Engineering Inc.

April 2007
June 2014

Director of United Technology Holdings Co., Ltd. (currently UT Group
Co., Ltd.)
Executive Officer of WORLD INTEC Co., Ltd.

November 2014

Vice Chairman of ENGMAINTEC CO., LTD. (to present)

December 2014

Chairman of WORLD INTEC TAIWAN CO., LTD. (to present)

March 2017

Director of WORLD INTEC Co., Ltd.

April 2020

Director of TOHOEWORLD CO., LTD (to present)

July 2021

President, Representative Director, Executive Officer of WORLDINTEC Co., Ltd. (to present)
Director, in charge of Human Resource Business of the Company (topresent)
Representative Director of Creative Inc. (to present)

March 2022
June 2022

Number ofshares of theCompany held

2,100

(Significant concurrent positions)Representative Director of WORLD INTEC Co., Ltd.
Representative Director of Creative Inc.
Chairman of WORLD INTEC TAIWAN CO., LTD.
Vice Chairman of ENGMAINTEC CO., LTD.
Director of TOHOEWORLD CO., LTD
Reasons for nomination as a candidate for Director
Mr. Katsuhiro Kuriyama, who had experience at companies outside the group, has been responsible for the Human Resources Business
Division of the Group. He thus has considerable experience, achievements, and understanding of business strategy. The Company has
therefore nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.
April 1988

Joined Mitsui Bank (currently Sumitomo Mitsui Banking Corporation)

April 2005

Manager of Kyushu Branch of RISA Partners, Inc.

December 2008
March 2009

Head of Principal Investment Office of Mitsubishi UFJ Lease &Finance Company Limited
Managing Director of MUL Principal Investments Co., Ltd.

May 2014

Managing Director of LUMICA CORPORATION

May 2015

Joined the Company
General Manager of Business Development Division of the Company
Director of OMACHI Co., Ltd. (currently OMACHI WORLD Co.,
Ltd.) (to present)
Director of NIKKEN TECHNO Co., Ltd.

September 2015
Masaaki Shiomi(October 27, 1965)
7

July 2016
February 2018
January 2020
March 2020
May 2022

Director of SAIHI INFORMATION SERVICE CO.,LTD. (currentlyWORLD SYSTEM SERVICE CO., LTD.)
Director of WORLD CAPITAL SOLUTION CO., LTD. (to present)
Director, General Manager of Business Development Division of theCompany (to present)
Director of Dimples Co.,Ltd. (to present)(Significant concurrent positions)
Director of OMACHI WORLD Co., Ltd.
Director of WORLD CAPITAL SOLUTION CO., LTD. (to present)
Director of Dimples Co.,Ltd.
Reasons for nomination as a candidate for Director
Mr. Masaaki Shiomi, who had experience in financial institutions, has been responsible for the Corporate Development Division of theGroup. He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore
nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

9

-

No.

Name
(Date of birth)

Yuji Shirakawa(January 12, 1957)
8

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1981

Joined The Bank of Fukuoka, Ltd.

April 2011

Director, Managing Executive Officer of The Bank of Fukuoka, Ltd.

June 2014

Director & Executive Officer of Fukuoka Financial Group, Inc.

April 2017

Representative Director & Deputy President of The Bank of Fukuoka,
Ltd.
Non-Executive Director of The Kumamoto Bank, Ltd.

April 2017
April 2019
April 2021
April 2021
March 2022

Director, Deputy President & Executive Officer of Fukuoka Financial
Group, Inc.
Retired from the office of Representative Director & Deputy Presidentof The Bank of Fukuoka, Ltd.
Retired from the office of Director, Deputy President & Executive
Officer of Fukuoka Financial Group, Inc.
Director of the Company (to present)

Number ofshares of theCompany held-

Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Yuji Shirakawa has been engaged in management of financial institutions for many years. He is thus expected to make appropriate
suggestions or give advice on our management based on his wide knowledge and experience from an objective position. The Company has
therefore nominated him as a candidate for Outside Director.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1980
June 2008
May 2010
June 2010
June 2012
May 2014
June 2014
June 2014

Souichi Kawamoto(September 19, 1957)
9

October 2016
June 2019

Joined Fukuoka SOGO Bank (currently, THE NISHI-NIPPON CITY
BANK, LTD.)
Director, Deputy Head of Kita-Kyushu Regional Headquarters, General
Manager of Kita-Kyushu Head Office, General Manager of Kokura
Branch of THE NISHI-NIPPON CITY BANK, LTD.
Director, Head of Kita-Kyushu General Headquarters of THE NISHINIPPON CITY BANK, LTD.
Managing Director Head of Kita-Kyushu General Headquarters of THE
NISHI-NIPPON CITY BANK, LTD.
Executive Director, Head of Kita-Kyushu General Headquarters of THE
NISHI-NIPPON CITY BANK, LTD.
Executive Director, Head of Kitakyushu &Yamaguchi Region of THE
NISHI-NIPPON CITY BANK, LTD.
Deputy President (Representative Director), Head of Kitakyushu&Yamaguchi Region of THE NISHI-NIPPON CITY BANK, LTD.
Deputy President (Representative Director), Head of Kitakyushu&Yamaguchi Region, Regional Headquarters Management of THE
NISHI-NIPPON CITY BANK, LTD.
Director, Executive Officer of Nishi-Nippon Financial Holdings, Inc.

April 2021

Deputy President (Representative Director) of Nishi-Nippon Financial
Holdings, Inc.
Deputy President (Representative Director), In charge of Regional
Headquarters, the IT Planning & Management Division, the Operations
Planning & Management Division, the Internal Audit Division of THE
NISHI-NIPPON CITY BANK, LTD.
Advisor of The Kyushu Card Co., Ltd.

June 2021

Executive Officer of Nishi-Nippon Financial Holdings, Inc. (to present)

June 2021

Representative Director and President of The Kyushu Card Co., Ltd. (topresent)
Representative Director and Chairman of Japan Payment Service CO.,LTD.
Director of the Company (to present)

April 2020

June 2021
March 2022

Number ofshares of theCompany held-

(Significant concurrent positions)Representative Director of The Kyushu Card Co., Ltd.
Representative Director of Japan Payment Service CO., LTD.
Executive Officer of Nishi-Nippon Financial Holdings, Inc.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Souichi Kawamoto has been engaged in management of financial institutions for many years. He is thus expected to make appropriate
suggestions or give advice on our management based on his wide knowledge and experience from an objective position. The Company has
therefore nominated him as a candidate for Outside Director.

11

No.

Name
(Date of birth)

Ichiro Ohno
(November 27,
1956)
*10

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1980

Joined CASIO COMPUTER CO., LTD.

April 2000

TFT Manger of Device Division of CASIO COMPUTER CO., LTD.

October 2002

April 2010

Representative Director of Kochi CASIO CO., LTD. and Deputy
General Manager of Device Division of CASIO COMPUTER CO.,LTD.
Executive Officer, Deputy General Manager of Device Division of
CASIO COMPUTER CO., LTD. and Representative Director of Kochi
CASIO CO., LTD.
Executive Officer, General Manager of Device Division of CASIOCOMPUTER CO., LTD. and General Manager of Hachioji TechnicalCenterRepresentative Director of ORTUS TECHNOLOGY CO., LTD.

April 2013

Senior Managing Director of ORTUS TECHNOLOGY CO., LTD.

April 2016

Advisor of ORTUS TECHNOLOGY CO., LTD.

July 2003
January 2007

Number ofshares oftheCompany
held

Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Ichiro Ono has many years of experience in the electronic device business of a large company and management experience as a senior
executive. He is thus expected to make appropriate suggestions or give advice on our management based on his wide knowledge andexperience from an objective position. The Company has therefore nominated him as a candidate for Outside Director.

12

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1963

Joined Hasegawa Buddhist Article Shop

December 1966

Established K.K. Hasegawa Buddhist Altar (currently HASEGAWA
Co., Ltd.). Senior Managing Director of said company
Representative Director and President of HASEGAWA Co., Ltd.

April 1982
April 2008
Hirokazu
Hasegawa
June 2008(October 10, 1940)
June 201411

March 2021

Number ofshares oftheCompany
held

Representative Director and Chairman of HASEGAWA Co., Ltd.
President of Japan New Business Conference Associations-

Advisor of HASEGAWA Co., Ltd. (to present)
Director of the Company (to present)(Significant concurrent positions)
Advisor of HASEGAWA Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Hirokazu Hasegawa has been engaged in corporate management of HASEGAWA Co, Ltd. while successively worked as President ofJapan New Business Conference Associations. He is thus expected to provide appropriate suggestions and advice, etc. on our management
based on his wide knowledge and experience. The Company has therefore nominated him as a candidate for Outside Director, given that heis in an objective position, independent of the executive management of the Company.

13

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1983

Joined the Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)March 1993

Manager of General Affairs Department of Sanwa Venture Development
Fund (currently Mitsubishi UFJ Technology Development Foundation)
Deputy Director General of the Kyushu University Venture BusinessLaboratory
Associate Professor at Department of Business and Technology
Management (Business School), Graduate School of Economics, Kyushu
University
Senior Executive Officer of Transscience Co., Ltd.

March 2005

Shingo Igarashi
August 2005
(Name on the family
October 2010
register: Shingo
Taji)
March 2019
(July 16, 1959)
12

Deputy Director General of Robert T. Huang Entrepreneurship Center,
Kyushu University (to present)
Director of the Company (to present)

Number ofshares of theCompany held-

April 2020

Professor at Department of Business and Technology Management(Business School), Graduate School of Economics, Kyushu University (topresent)(Significant concurrent positions)
Professor at Department of Business and Technology Management, Graduate School of Economics,
Kyushu University
Deputy Director General of Robert T. Huang Entrepreneurship Center, Kyushu University
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Shingo Igarashi has considerable experience in financial institutions, at Transscience Co, Ltd. as a Senior Executive Officer, at auniversity, where he has fostered talented individuals through research activities, or in governmental institutions as a committee member. He
is thus expected to make appropriate suggestions or give advice on our management based on his wide knowledge and experience. The
Company has therefore nominated him as a candidate for Outside Director, given that he is in an objective position, independent of theexecutive management of the Company. If he is elected, the Company plans for him to participate in the selection of candidates for Directors
and the determination of remuneration amount for Directors, etc. in an objective and neutral position as a voluntary member of theNomination and Remuneration Committee.

14

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1986

Joined Nikkei Inc.

August 1991
April 1999

Joined Leo Burnett-Kyodo Company Ltd. (currently Beacon
Communications K.K.)
Joined Dentsu Kyushu Inc.

July 2003

General Manager of Marketing Department of Dentsu Kyushu Inc.

July 2015

January 2022

Deputy Managing Director of Communication Design Division ofDentsu Kyushu Inc.
Managing Director of Communication Design Division and Manager ofOpen Innovation Office of Dentsu Kyushu Inc.
Managing Director of Integrated Marketing Division and Manager of
New Business Development Office of Dentsu Kyushu Inc.
Associate Managing Director of Integrated Solution Division and New
Business Development Office of Dentsu Kyushu Inc.
Director of Koga Management Institute Co., Ltd.

March 2022

Director of the Company (to present)

July 2018
Kazumi Ono(August 11, 1963)

January 2020
January 2021

13

Number ofshares of theCompany held-

April 2022

Visiting professor at Global Innovation Center, Kyushu University (topresent)(Significant concurrent positions)
Visiting professor at Global Innovation Center, Kyushu University
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Ms. Kazumi Ono has been engaged in strategic planning for branding and marketing in major corporations for many years through her entire
career, while working as a committee member of administrative organs and extra-governmental organizations. She is thus expected to makeappropriate suggestions or give advice on our management based on her wide knowledge and experience. The Company has therefore
nominated her as a candidate for Outside Director, given that she is in an objective position, independent of the executive management of
the Company.

15

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1967

Joined Nikko Securities Inc.(currently SMBC Nikko Securities Inc.)

March 2000

Executive Vice President of Nikko Securities Inc.(currently SMBC
Nikko Securities Inc.)
President of Nikko Asset Management Co., Ltd.

June 2001
June 2005
February 2007

Executive Chairman of Nikko Cordial Securities Inc. (currently SMBC
Nikko Securities Inc.)
Representative Executive Chairman of Nikko Cordial Corporation

June 2011

Director of Hitachi Koki Co, Ltd.

June 2012

Auditor of SPARX Asset Management Co., Ltd. (to present)

June 2012

Director of DAIWA HOUSE INDUSTRY CO., LTD.

November 2012
Kazuyoshi Kimura(November 12, 1943) November 2012*14

September 2013

Director of BIC CAMERA INC.
Director of Kojima Co.,Ltd.

September 2020

Chairman, President and Representative Executive Officer of Kojima
Co.,Ltd.
Director, Supervisory Committee Member of SPARX Group Co., Ltd.
(to present)
President of BIC CAMERA INC.

September 2020

Director of Kojima Co.,Ltd.

September 2022

Director of BIC CAMERA INC.

June 2020

Number ofshares of theCompany held-

(Significant concurrent positions)Auditor of SPARX Asset Management Co., Ltd.
Director, Supervisory Committee Member of SPARX Group Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Kazuyoshi Kimura has extensive knowledge of management due to his many years of management experience at SMBC Nikko
Securities and BIC CAMERA. He is thus expected to make appropriate suggestions and give advice on our management based on his
extensive knowledge and experience. The Company has therefore nominated him as a candidate for Outside Director, given that he is in an
objective position, independent of the executive management of the Company.

16

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1992

Number ofshares oftheCompany
held

Joined NIPPON TELEGRAPH AND TELEPHONE CORPORATION

November 1995

*15

Joined Sakura Research Institute, Ltd. (currently The Japan ResearchInstitute, Limited.）
April 2019
Project Professor at Graduate School of Business Administration,
Sadaharu Tezuka
Rikkyo University(August 14, 1968) April 2022
Professor at Faculty of Economics, Department of Business
Management, Kokugakuin University (to present)(Significant concurrent positions)-

Professor, Faculty of Economics, Department of Business Management
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Sadaharu Tezuka has almost 30 years of experience as a management consultant, including activities involving management strategies,
business plans, support for new businesses, investor relations support, programs to develop management skills and other activities. He is
expected to use his many years of experience and broad knowledge to make appropriate suggestions and give advice on our managementfrom a perspective that is independent of executives who conduct business operations. The Company has therefore nominated him as a
candidate for Outside Director..
Notes: 1. Numbers with an asterisk (*) are new candidates for Director.
2. None of the candidates for Directors has any special conflicts of interest with the Company.
3. Mr. Yuji Shirakawa, Mr. Souichi Kawamoto, Mr. Ichiro Ono, Mr. Hirokazu Hasegawa, Mr. Kazuyoshi Kimura, Mr. Shingo Igarashi, Mr.
Sadaharu Tezuka, and Ms. Kazumi Ono are the candidates for Outside Directors.
4. Mr. Yuji Shirakawa, Mr. Souichi Kawamoto, Mr. Hirokazu Hasegawa, Mr. Shingo Igarashi, and Ms. Kazumi Ono, our current Outside
Directors, will have served as Outside Directors for one year, one years, two year, four years and one year, respectively, at the conclusionof this General Meeting of Shareholders.
5. Mr. Yuji Shirakawa served as an executive officer, during the past 10 years, of The Bank of Fukuoka, Ltd., which is a specified related
business operator (a major business partner) of the Company. His positions and responsibilities at the said bank are as described in theabove column “Past experience, positions and responsibilities at the Company (Significant concurrent positions).” In fact, he resigned fromthe said bank in April 2021.
Mr. Souichi Kawamoto served as an executive officer, during the past 10 years, of THE NISHI-NIPPON CITY BANK, LTD., which is a
specified related business operator (a major business partner) of the Company. His positions and responsibilities at the said bank are as
described in the above column “Past experience, positions and responsibilities at the Company (Significant concurrent positions).” In fact,
he resigned from the said bank in June 2021.
6. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into a liability limitation agreementwith Mr. Yuji Shirakawa, Mr. Souichi Kawamoto, Mr. Hirokazu Hasegawa, Mr. Shingo Igarashi, and Ms. Kazumi Ono to limit their
liabilities for damages set forth in Article 423, paragraph 1 of the same Act. The cap on the liability for damages under the said agreement
is the minimum liability amount set forth in Article 425, Paragraph 1 of the same Act. If they are reelected, the Company will renew thecontract with each of them. The Company will also enter into the same liability limitation agreement with Mr. Ichiro Ono, Mr. Kazuyoshi
Kimura, and Sadaharu Tezuka, if they are elected.
7. The Company has appointed Mr. Hirokazu Hasegawa, Mr. Shingo Igarashi, and Ms. Kazumi Ono as Independent Directors according to
the rules of the Tokyo Stock Exchange. They will continue to be Independent Directors when reelected. Moreover, as required by the Tokyo
Stock Exchange, the Company will register Mr. Kazuyoshi Kimura and Mr. Sadaharu Tezuka as Independent Directors with the Tokyo
Stock Exchange if they are elected because they meet the qualifications as Independent Directors with no risk of having conflicts of interests
with general shareholders.

17Proposal 2: Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for cases where the number of Audit & Supervisory Board Members falls short of the requisite number
stipulated by laws and regulations, in accordance with Article 329, Paragraph 3 of the Companies Act, the Company
proposes the preliminary election of one (1) substitute Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Haruo Tanaka(May 7, 1958)

Past experience(Significant concurrent positions)
April 1982

Joined Reiyukai Headquarters

February 1996

Joined the Company

January 2002
January 2005

Manager of General Affairs and Accounting Department of theCompany
Manager of General Affairs Department of the Company

January 2009

Head of Internal Auditing Office of the Company

January 2010

Manager of Legal Department of the Company (to present)

July 2014

Manager of Legal Department of WORLD INTEC Co., Ltd.

Number of sharesof the Company
held

200

January 2017

Executive Officer and Manager of Legal Department of WORLDINTEC Co., Ltd. (to present)(Significant concurrent positions)Executive Officer and Manager of Legal Department of WORLD INTEC Co., Ltd.
Reasons for nomination as a candidate for Substitute Audit and Supervisory Board member
Mr. Haruo Tanaka has been responsible for the Legal division of the Group. He thus has knowledge and experience with business operation. The
Company has therefore nominated him as a candidate for substitute Audit & Supervisory Board member, believing that he is the right person for
appropriately auditing business execution from an objective and fair standpoint.
Note: The candidate for substitute Audit & Supervisory Board member has no special conflicts of interest with the Company.

18

Proposal 3: Election of One Substitute Audit & Supervisory Board Member
Mr. Toshihiko Kanno resigned as a Director on June 30, 2022. To recognize his contributions during his terms as a Director,
the Company plans to pay a retirement benefit within an amount specified by the Company’s standards. If shareholders
approve this payment, the Board of Directors will determine the amount, timing, method and other associated items.
If shareholders approve this payment, the Board of Directors will determine the amounts, timing, method and otherassociated items.
This proposal has been submitted to the Nominations and Compensation Advisory Committee in accordance with thepolicy established by the Board of Directors for the determination of remuneration of individual directors and theCompany’s regulations. The Board of Directors reached its decision about this proposal after receiving therecommendations of this committee. As a result, the Company believes that this proposal is appropriate.
Information about the Company’s policy for determining remuneration of individual directors is in the business report.
Mr. Kanno’s background is as follows.
Name

Toshihiko Kanno

September 2002

Past experience
Director of the Company

March 2010

President of the Company

March 2011

Vice President of the Company

July 2014

Director of the Company

March 2016

Director and Vice President of the Company

March 2018

Director of the Company

June 2022

Retired as Director

19

Proposal 4: Issuance of Stock Acquisition Rights as Tax-qualified Stock Options
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company proposes approval to givethe Board of Directors of the Company the authority to determine the terms of share acquisition rights, issued as taxqualified stock options, to be distributed to directors (excluding outside directors) of the Company and its subsidiaries
and employees of the Company and its subsidiaries.
1. Reason for the need to grant stock options with favorable terms
The stock options are to be granted for the purposes of motivating directors (excluding outside directors) of theCompany and its subsidiaries and employees of the Company and its subsidiaries to increase consolidated sales andearnings of the Group as a whole, improving the ability to recruit skilled people, and contributing to the growth ofcorporate value.
2. Recipients of the stock options
Directors (excluding outside directors) of the Company and its subsidiaries and employees of the Company and its
subsidiaries
3. Stock option terms, maximum number of shares and other items that can be decided based on the proposal to besubmitted at the shareholders meeting(1) Class and number of shares to be issued upon exercise of the stock options
Maximum of 300,000 shares of common stock of the Company, of which the class and the maximum number ofshares to be issued upon exercise of the stock options allotted to directors (excluding outside directors) shall be
100,000 shares of common stock of the Company
The number of shares granted will be adjusted using the following formula if, after the allotment date of thestock options, the Company conducts a common stock split (including gratis allocations of common stock of theCompany, the same applied hereafter) or a stock consolidation. However, this adjustment will be performed only
for shares applicable to the stock options that have not been exercised at the time of the split or consolidation.
Furthermore, any fraction of less than one share resulting from the adjustment is discarded.
Number of shares granted
after adjustment=

Number of shares granted
before adjustmentx

Ratio of stock split or
stock consolidation(2) Number of stock options
Maximum of 3,000 units (100 shares are received upon the exercise of each stock option, but if the number ofshares is adjusted as described in the preceding item (1), the number of shares granted will be adjusted in thesame manner), of which the maximum number of stock options to be allotted to directors (excluding outside
directors) shall be 1,000 units(3) Payment required in exchange for the stock option
No payment is required to receive the stock options.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed when a stock option is exercised is the number of shares granted multipliedby the amount paid per share (the “exercise price”). The exercise price is calculated by multiplying by 1.05 theaverage closing price of common stock of the Company on the Tokyo Stock Exchange in each day (except days
when there was no trading of this stock) of the month preceding the month in which the stock options wereallocated. Any fraction of less than one yen is rounded up. However, if the resulting exercise price is less thanthe closing price on the allotment date of the stock options (or the nearest prior closing price if there is no tradingof common stock of the Company on the allotment date), this closing price will instead be the exercise price.
If the Company conducts a stock split or a stock consolidation after the allotment date of the stock options, theexercise price will be adjusted using the following formula and fractions less than one yen resulting from theadjustment will be rounded up.
1
Exercise price
Exercise price
=
x
Ratio
of
stock
split or stock
after adjustment
before adjustment
consolidation
If the Company issues new shares of common stock or disposes of its treasury shares at prices less than themarket price after the allotment date of the stock options (excluding the issuance of new shares and disposition20

of treasury shares in association with the exercise of the stock options), the exercise price will be adjusted using
the following formula and fractions of less than one yen resulting from the adjustment will be rounded up.

Exercise priceafter
adjustment=

Exercise pricebeforeadjustmentx

Number ofissuedshares+Number of
newly issued
sharesNumber of issued
sharesx

Amount to
be paid per
share

Market price+

Number of newly
issued shares

In this formula, the number of issued shares is the number of shares of common stock issued after deducting
common stock held as treasury shares. Also, if treasury shares are used for the stock distributed when a stock
option is exercised, the number of newly issued shares is instead the number of treasury shares used and theamount to be paid per share is instead the amount paid per treasury share.
Furthermore, if the Company merges with another company or conducts a divestiture after the stock option
allotment date and an adjustment of the exercise price is needed, the Company will adjust the price withinreasonable limits.
(5) Exercise period
The exercise period begins on the first day of the month following the month of the stock option allotment datethat is two years after this date and ends on March 24, 2033.
(6) Conditions for exercising the stock options
When a stock option is exercised, the holder of the stock option must be a director or employee of the Company
or any of its subsidiaries. However, former directors of the Company or a subsidiary who left because theyreached the end of their term of office and former employees of the Company or a subsidiary who left because
they reached the mandatory retirement age are exempt from this requirement.
(7) Reasons and conditions for the Company to acquire the stock options
1) When a stock option holder is no longer qualified to exercise a stock option due to the provisions of thepreceding item (6), the Company can acquire that individual’s stock options without compensation.
2) If the shareholders of the Company approve a proposal for a merger in which the Company is dissolved, acontract for an exchange of stock that makes the Company a wholly owned subsidiary or a proposal for astock transfer plan, the Company can acquire the stock options without compensation.
(8) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
(9) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by theexercise of the stock options
1) The increase in capital stock when new shares are issued upon the exercise of stock options is 50% of the
maximum limit of a capital increase as calculated in accordance with Article 17, Paragraph 1 of the Corporate
Accounting Rules. Any fraction of less than one yen arising from the calculation will be rounded up.
2) The increase in legal capital surplus when new shares are issued upon exercise of the stock options is the
maximum increase in capital in 1) above less the increase in capital stock as stipulated in 1) above.
(10) Other terms for the stock options will be determined separately by resolutions of the Company’s Board of
Directors.

21

Proposal 5: Issuance of Stock Acquisition Rights as Non-tax-qualified Stock Options
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company proposes approval to givethe Board of Directors of the Company the authority to determine the terms of share acquisition rights, issued as non-taxqualified stock options apart from those in Proposal 3 above, to be distributed to directors (excluding outside directors)of the Company.
1. Reason for the need to grant stock options with favorable terms
The stock options apart from those in Proposal 4 above are to be granted for the purposes of motivating directors(excluding outside directors) of the Company to increase consolidated sales and earnings of the Group as a whole andcontributing to the growth of corporate value.
2. Recipients of the stock options
Directors (excluding outside directors) of the Company
3. Stock option terms, maximum number of shares and other items that can be decided based on the proposal to besubmitted at the shareholders meeting(1) Class and number of shares to be issued upon exercise of the stock options
Maximum of 300,000 shares of common stock of the Company
The number of shares granted will be adjusted using the following formula if, after the allotment date of thestock options, the Company conducts a common stock split (including gratis allocations of common stock of theCompany, the same applied hereafter) or a stock consolidation. However, this adjustment will be performed only
for shares applicable to the stock options that have not been exercised at the time of the split or consolidation.
Furthermore, any fraction of less than one share resulting from the adjustment is discarded.
Number of shares granted
after adjustment=

Number of shares granted
before adjustmentx

Ratio of stock split or
stock consolidation(2) Number of stock options
Maximum of 3,000 units (100 shares are received upon the exercise of each stock option, but if the number ofshares is adjusted as described in the preceding item (1), the number of shares granted will be adjusted in thesame manner)(3) Payment required in exchange for the stock option
No payment is required to receive the stock options.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed when a stock option is exercised is the number of shares granted multipliedby the amount paid per share (the “exercise price”). The exercise price is calculated by multiplying by 1.05 theaverage closing price of common stock of the Company on the Tokyo Stock Exchange in each day (except days
when there was no trading of this stock) of the month preceding the month in which the stock options wereallocated. Any fraction of less than one yen is rounded up. However, if the resulting exercise price is less thanthe closing price on the allotment date of the stock options (or the nearest prior closing price if there is no tradingof common stock of the Company on the allotment date), this closing price will instead be the exercise price.
If the Company conducts a stock split or a stock consolidation after the allotment date of the stock options, theexercise price will be adjusted using the following formula and fractions less than one yen resulting from theadjustment will be rounded up.
1
Exercise price
Exercise price=x
after adjustment
before adjustment
Ratio of stock split or stock consolidation
If the Company issues new shares of common stock or disposes of its treasury shares at prices less than themarket price after the allotment date of the stock options (excluding the issuance of new shares and dispositionof treasury shares in association with the exercise of the stock options), the exercise price will be adjusted using
the following formula and fractions of less than one yen resulting from the adjustment will be rounded up.

22

Exercise priceafter
adjustment=

Exercise pricebeforeadjustmentx

Number ofissuedshares+Number of
newly issued
sharesNumber of issued
sharesx

Amount to
be paid per
share

Market price+

Number of newly
issued shares

In this formula, the number of issued shares is the number of shares of common stock issued after deducting
common stock held as treasury shares. Also, if treasury shares are used for the stock distributed when a stock
option is exercised, the number of newly issued shares is instead the number of treasury shares used and theamount to be paid per share is instead the amount paid per treasury share.
Furthermore, if the Company merges with another company or conducts a divestiture after the stock option
allotment date and an adjustment of the exercise price is needed, the Company will adjust the price withinreasonable limits.
(5) Exercise period
10 years from the allotment date(6) Conditions for exercising the stock options
When a stock option is exercised, the holder of the stock option must be a director of the Company. However,former directors of the Company who left because they reached the end of their term of office are exempt fromthis requirement.
(7) Reasons and conditions for the Company to acquire the stock options
1) When a stock option holder is no longer qualified to exercise a stock option due to the provisions of thepreceding item (6), the Company can acquire that individual’s stock options without compensation.
2) If the shareholders of the Company approve a proposal for a merger in which the Company is dissolved, acontract for an exchange of stock that makes the Company a wholly owned subsidiary or a proposal for astock transfer plan, the Company can acquire the stock options without compensation.
(8) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
(9) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by theexercise of the stock options
1) The increase in capital stock when new shares are issued upon the exercise of stock options is 50% of the
maximum limit of a capital increase as calculated in accordance with Article 17, Paragraph 1 of the Corporate
Accounting Rules. Any fraction of less than one yen arising from the calculation will be rounded up.
2) The increase in legal capital surplus when new shares are issued upon exercise of the stock options is the
maximum increase in capital in 1) above less the increase in capital stock as stipulated in 1) above.
(10) Other terms for the stock options will be determined separately by resolutions of the Company’s Board of
Directors.
- End of Document -23