Securities Code: 2429
March 5, 2024
To: Shareholders
Eikichi Iida
Chairman and PresidentWORLD HOLDINGS CO., LTD.
11-2 Otemachi, Kokurakita-ku, Kitakyushu-shi, Fukuoka

NOTICE OF CONVOCATION OF
THE 31st ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 31st 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.
If you are unable to attend the meeting, 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 nolater than 5:45 p.m., Thursday, March 21, 2024 (Japan time).

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1. Date and Time: Friday, March 22, 2024 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

Matters to be resolved
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:
Proposal 6:

1. Business Report and Consolidated Financial Statements andReports of Audit on Consolidated Financial Statements by
Accounting Auditor and Audit & Supervisory Board for the
31st Fiscal Year (from January 1, 2023 to December 31,
2023)
2. Non-Consolidated Financial Statements for the 31st Fiscal
Year (from January 1, 2023 to December 31, 2023)
Election of Fifteen (15) Directors
Election of Two (2) Audit & Supervisory Board Members
Election of One (1) Substitute Audit & Supervisory Board
MemberRevision of Compensation for Directors
Issuance of Stock Acquisition Rights as Tax-qualified Stock
Options
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 there are revisions to electronically provided items, notification of the revisions and the information before andafter revisions will be posted on the Company’s website 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 fifteen (15) Directors will expire at the conclusion of this General Meeting of Shareholders.
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, and significant concurrent positions
February 1981

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

February 1997
December 1997

Director of the Company
Chairman of the Company

May 1999
July 2003

President of the Company
Director of Mikuni Industry Co., Ltd. (currently MIKUNI Co., Ltd.)(to present)
Representative Director of GEOGRAPHIC INFORMATION OF
KYUSHU, INC. (to present)

July 2008

Eikichi Iida
(May 5, 1956)

1

April 2010

Representative Director of WORLD RESIDENTIAL Co., Ltd. (topresent)

December 2011
January 2012

Chairman and President of the Company (to present)
Director of Taiwan Human Resource Management (currentlyWORLD INTEC TAIWAN CO., LTD.) (to present)

March 2014

Representative Director of World Wisteria Homes Co., Ltd. (currentlyWORLD RESIDENTIAL KANSAI CO., LTD.) (to present)

March 2014
December 2014
August 2015

Representative Director of World iCity Co., Ltd. (to present)
Representative Director of Best IT Business Co., Ltd. (to present)
Representative Director of OMACHI Co., Ltd. (currently OMACHIWORLD Co., Ltd) (to present)
Representative Director of WORLD MIKUNI Co., Ltd. (currently
RENOVE MIKUNI Co., LTD.) (to present)

March 2016
July 2019
January 2020

Chairman of WORLD INTEC Co., Ltd. (to present)
Director of WORLD CAPITAL SOLUTION CO., LTD. (to present)

March 2021
June 2021

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

February 2022
May 2022

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

Number ofshares of theCompany held

496,500

May 2023
Representative Director of Nippon Gijutsu Center 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 totackle 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.

3

No.

Name
(Date of birth)

Toru Iwasaki(June 19, 1953)
2

Past experience, positions and responsibilities, and significant concurrent positions
April 1977
February 1979

Joined Dai Nippon Printing Co., Ltd.
Joined Sony Corporation (currently Sony Group Corporation)

June 2005

General Manager of Video Business Division of Television &Video Business Division of Sony Corporation (currently Sony
Group Corporation)

April 2007

Executive Officer of Sony EMCS Corporation (currently Sony
Global Manufacturing & Operations Corporation)

October 2010
December 2012Managing Officer of Sony EMCS Corporation (currently Sony
Global Manufacturing & Operations Corporation)
Joined the Company

January 2013
March 2013

Vice President, Executive Officer of the Company
Director, Vice President, Executive Officer of the Company

July 2014

March 2020

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

June 2021
May 2022

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

July 2019

Number ofshares of theCompany held

6,000

March 2023
Director of Dimples Co.,Ltd. (to present)
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 as a candidate for Director, believing that he is the right person for conducting the
growth strategy of the Group.

4

No.

Name
(Date of birth)

Past experience, positions and responsibilities, and significant concurrent positions
April 1976
October 2002

Joined Fuji Bank (currently Mizuho Bank, Ltd.)
General Manager of SENGENDAI Branch of Mizuho Bank, Ltd.

March 2004
March 2007

Joined the Company
Executive Officer of the Company

February 2010
March 2010

Audit & Supervisory Board Member of Advan Co., Ltd. (to present)
Director, Executive Officer and Manager of Business Management
Division of the Company
Audit & Supervisory Board Member of WORLD RESIDENTIAL
Co., Ltd. (to present)

April 2010

Shigeru Nakano(November 9,
1957)

November 2012

Audit & Supervisory Board Member of DOT INTERNATIONAL
Co., Ltd. (currently DOT WORLD Co., LTD.) (to present)

July 2014

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)

February 20183

November 2018
July 2019

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

May 2022

Audit & Supervisory Board Member of WORLD STYLE CO.,LTD. (to present)
Audit & Supervisory Board Member of Creative Inc. (to present)

June 2022

Number ofshares of theCompany held

7,000

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 the Group. He thus has considerable experience, achievements, and insight into company management. The
Company has therefore nominated him as a candidate for Director, believing that he is the right person for conducting
management and strengthening corporate governance of the Group.

Shinji Honda(July 10, 1965)
4

July 1996

Joined K.K. Tie-up

March 2001
February 2002

President and Representative Director of Intellect Co., Ltd.
Joined the Company

September 2002
February 2005

Director of the Company
Managing Director of the Company

March 2010

Director, Senior Managing Director, Executive Officer of theCompany

July 2014
June 2017

Director, in charge of Human Resource Business (to present)
Representative Director of WORLD STAFFING CO., LTD. (topresent)

April 2019
July 2021

Representative Director of JW SOLUTION CO., LTD. (to present)
Director, Executive Officer of WORLD INTEC CO., LTD. (topresent)
Representative Director of Dimples Co.,Ltd.(to present)

February 2022

43,000Reasons 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 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.

5

No.

Name
(Date of birth)

Katsuhiro
Kuriyama(November 3,
1967)
5

Past experience, positions and responsibilities, and significant concurrent positions
December 1994
April 1998

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

March 2001
December 2001

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

June 2006
April 2007
June 2014

Managing Director of Micro Engineering Inc.
Director of United Technology Holdings Co., Ltd. (currently UTGroup Co., Ltd.)
Executive Officer of WORLD INTEC Co., Ltd.

November 2014
December 2014

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

March 2017
April 2020

Director of WORLD INTEC Co., Ltd.
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(to present)
Representative Director of Creative Inc. (to present)

March 2022
June 2022
May 2023
July 2023

Number ofshares of theCompany held

2,100

Director of Nippon Gijutsu Center Co., Ltd. (to present)
Representative Director of WORLD SYSTEM SERVICE CO.,LTD. (to present)

July 2023

Representative Director of CREATION VIEW CO., LTD. (topresent)
January 2024
Representative Director of WORLD RETECH CO., LTD. (topresent)
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 ofbusiness 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
April 2005

Masaaki Shiomi(October 27,
1965)

Joined Mitsui Bank (currently Sumitomo Mitsui Banking
Corporation)
Manager of Kyushu Branch of RISA Partners, Inc.

December 2008

Head of Principal Investment Office of Mitsubishi UFJ Lease &Finance Company Limited

March 2009
May 2014

Managing Director of MUL Principal Investments Co., Ltd.
Managing Director of LUMICA CORPORATION

May 2015

Joined the Company
General Manager of Business Development Division of theCompany

September 2015

6
March 2020
May 2022
May 2023
January 2024

Director of OMACHI Co., Ltd. (currently OMACHI WORLD
Co., Ltd.) (to present)
Director, General Manager of Business Development Divisionof the Company (to present)
Director of Dimples Co.,Ltd. (to present)
Director of Nippon Gijutsu Center Co., Ltd. (to present)
Director, General Manager of Business Strategy Planning &Management Division (to present)

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 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.

6

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities, and significant concurrent positions
April 1984

Joined Recruit Co., Ltd. (currently Recruit Holdings Co., Ltd.)
Seconded to Kankyo Kaihatsu Co,Ltd. (currently COSMOS INITIA
Co., Ltd.)

January 1986

Transferred to Recruit Cosmos Co., Ltd. (currently COSMOS INITIA
Co., Ltd.)

June 2008

Director, Managing Executive Officer, in charge of Kansai Branch
Office, General Affairs, Personnel and Solutions of Recruit Cosmos
Co., Ltd. (currently COSMOS INITIA Co., Ltd.)
Director, Managing Executive Officer, in charge of Residential
Property Sales Division of Recruit Cosmos Co., Ltd. (currently
COSMOS INITIA Co., Ltd.)
Director, Full-time Audit Committee Member of Recruit Cosmos
Co., Ltd. (currently COSMOS INITIA Co., Ltd.)
Advisor of Recruit Cosmos Co., Ltd. (currently COSMOS INITIA
Co., Ltd.)

October 2012
Shinichiro
Kuwahara (April
June 201725, 1959)*7

June 2021
July 2022
December 2022
March 2023

Advisor of WORLD RESIDENTIAL CO., LTD.
Representative Director of WORLD RESIDENTIAL CO., LTD. (topresent)
Director of Nichimo Real Estate Co, Ltd. (to present)

March 2023
March 2023

Director of World iCity Co., Ltd. (to present)WORLD RESIDENTIAL KANSAI CO., LTD. (to present)

Number ofshares of theCompany held

700

Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Shinichiro Kuwahara, who had experience at companies outside the group, has been responsible for the subsidiaries of
the Real Estate Business division of the Group. He thus has considerable experience, achievements, and understanding ofbusiness 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.

Yuji Shirakawa(January 12,
1957)
8April 1981

Joined The Bank of Fukuoka, Ltd.

April 2011
June 2014

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

Director, Deputy President & Executive Officer of Fukuoka Financial
Group, Inc.

April 2021

Retired from the office of Representative Director & Deputy
President of The Bank of Fukuoka, Ltd.
April 2021
Retired from the office of Director, Deputy President & Executive
Officer of Fukuoka Financial Group, Inc.
March 2022
Director of the Company (to present)
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 makeappropriate 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.

7

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities, and significant concurrent positions
April 1980

Joined Fukuoka SOGO Bank (currently, THE NISHI-NIPPONCITY BANK, LTD.)

June 2008

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.

June 2010

Managing Director Head of Kita-Kyushu General Headquartersof THE NISHI-NIPPON CITY BANK, LTD.

June 2012

Executive Director, Head of Kita-Kyushu General Headquartersof 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.

June 2014

Souichi Kawamoto(September 19,
1957)

October 2016
June 2019

Deputy President (Representative Director) of Nishi-Nippon
Financial Holdings, Inc.

April 2020

Deputy President (Representative Director), In charge ofRegional Headquarters, the IT Planning & Management
Division, the Operations Planning & Management Division, theInternal Audit Division of THE NISHI-NIPPON CITY BANK,LTD.
Executive Officer of Nishi-Nippon Financial Holdings, Inc. (topresent)

9June 2021
June 2021

Representative Director and President of The Kyushu Card Co.,
Ltd. (to present)

June 2021

Representative Director and Chairman of Japan Payment
Service CO., LTD. (to present)
Director of the Company (to present)

March 2022

Number ofshares of theCompany held-

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 tomake 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.
April 1980
April 2000
October 2002

July 2003
Ichiro Ohno
(November 27,
1956)

January 200710
April 2010
April 2013
April 2016

Joined CASIO COMPUTER CO., LTD.
TFT Manger of Device Division of CASIO COMPUTER CO.,LTD.
Representative Director of Kochi CASIO CO., LTD. and
Deputy General Manager of Device Division of CASIOCOMPUTER CO., LTD.
Executive Officer, Deputy General Manager of Device Divisionof CASIO COMPUTER CO., LTD. and Representative Directorof Kochi CASIO CO., LTD.
Executive Officer, General Manager of Device Division of
CASIO COMPUTER CO., LTD. and General Manager ofHachioji Technical Center
Representative Director of ORTUS TECHNOLOGY CO., LTD.
Senior Managing Director of ORTUS TECHNOLOGY CO.,LTD.
Advisor of ORTUS TECHNOLOGY CO., LTD.

Outside Director of the Company (to present)
March 2023
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 and experience from an objective position. The Company has therefore nominated him as a
candidate for Outside Director.

8

700

No.

Name
(Date of birth)

Past experience, positions and responsibilities, and significant concurrent positions
April 1963
December 1966

Hirokazu Hasegawa(October 10, 1940)

April 1982
April 2008
June 2008
June 2014

11

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

Number ofshares of theCompany held-

President of Japan New Business Conference Associations
Advisor of HASEGAWA Co., Ltd. (to present)

March 2021
Director of the Company (to present)
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 of Japan New Business Conference Associations. He is thus expected to provide appropriate suggestions andadvice, etc. on our management based on his wide knowledge and experience. The Company has therefore nominated him asa candidate for Outside Director, given that he is in an objective position, independent of the executive management of theCompany.
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

Kazuyoshi Kimura(November 12,
1943)
12

June 2005

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

February 2007
June 2011

Representative Executive Chairman of Nikko Cordial
Corporation
Director of Hitachi Koki Co, Ltd.

June 2012
June 2012

Auditor of SPARX Asset Management Co., Ltd. (to present)
Director of DAIWA HOUSE INDUSTRY CO., LTD.

November 2012
November 2012

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

September 2013

Chairman, President and Representative Executive Officer of
Kojima Co.,Ltd.

June 2020
September 2020

Director, Supervisory Committee Member of SPARX Group
Co., Ltd. (to present)
President of BIC CAMERA INC.

September 2020
September 2022

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

-

March 2023
Director of the Company (to present)
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 ourmanagement 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.

9

No.

Name
(Date of birth)

Sadaharu Tezuka(August 14, 1968)

Past experience, positions and responsibilities, and significant concurrent positions
April 1992

Joined NIPPON TELEGRAPH AND TELEPHONECORPORATION

November 1995

Joined Sakura Research Institute, Ltd. (currently The Japan
Research Institute, Limited.）

April 2019

Project Professor at Graduate School of Business Administration,
Rikkyo University
Professor at Faculty of Economics, Department of Business
Management, Kokugakuin University (to present)

April 2022

13

Number ofshares of theCompany held-

March 2023
Director of the Company (to present)
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 makeappropriate suggestions and give advice on our management from a perspective that is independent of executives who
conduct business operations. The Company has therefore nominated him as a candidate for Outside Director.
April 1986
Joined Nikkei Inc.
August 1991
Joined Leo Burnett-Kyodo Company Ltd. (currently Beacon
Communications K.K.)
April 1999
Joined Dentsu Kyushu Inc.
July 2003
July 2015
Kazumi Ono(August 11, 1963)

July 2018

General Manager of Marketing Department of Dentsu Kyushu
Inc.
Deputy Managing Director of Communication Design Divisionof Dentsu Kyushu Inc.
Managing Director of Communication Design Division andManager of Open Innovation Office of Dentsu Kyushu Inc.

January 2020

Managing Director of Integrated Marketing Division andManager of New Business Development Office of Dentsu
Kyushu Inc.

January 2021

Associate Managing Director of Integrated Solution Division and
New Business Development Office of Dentsu Kyushu Inc.

January 2022
March 2022

Director of Koga Management Institute Co., Ltd.
Outside Director of the Company (to present)

14

April 2022

Visiting professor at Global Innovation Center, Kyushu
University (to present)
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-governmentalorganizations. She is thus expected to make appropriate 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 isin an objective position, independent of the executive management of the Company.

10

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities, and significant concurrent positions
April 1986
August 1991
April 1999

Kazumi Ono(August 11, 1963)
14

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

July 2003
July 2015

General Manager of Marketing Department of Dentsu Kyushu Inc.
Deputy Managing Director of Communication Design Division ofDentsu Kyushu Inc.

July 2018

Managing Director of Communication Design Division andManager of Open Innovation Office of Dentsu Kyushu Inc.

January 2020

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.

January 2021

Number ofshares of theCompany held

January 2022
March 2022

Director of Koga Management Institute Co., Ltd.
Outside Director of the Company (to present)

April 2022

Visiting professor at Global Innovation Center, Kyushu University(to present)-

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-governmentalorganizations. She is thus expected to make appropriate 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 isin an objective position, independent of the executive management of the Company.

Hiroshi Hoshino(July 11, 1958)*15

April 1982

Joined Nippon Yusen Kabushiki Kaisha (NYK Line)

April 1984
December 1988

Seconded to Nippon Cargo Airlines Co., Ltd.
Returned to NYK Line, Ltd.

December. 1994

Associate Professor, Faculty of Business Administration, Kobe
University

April 1998
April 2000

Team Manager, Business Planning Department of NYK Line
Associate Professor, Research Institute of Economics and Business
Administration, Kobe University

April 2003

Associate Professor, Graduate School of Economics, Kyushu
University

February 2006
April 2007

Professor, School of Economics, Kyushu University (to present)
Dean and Deputy Dean of Faculty of Economics of Kyushu
University Business School

April 2011
May 2011

Visiting Professor, Faculty of Maritime Science, Kobe University
Visiting Fellow, Columbia Business School, Columbia University

February 2016
April 2019

Visiting Professor, National Mae Fah Luang University, Thailand
Director, Yunus & Shiiki Social Business Research Center, Kyushu
University
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Hiroshi Hoshino has served on many committees, including those for human resource development through research
activities at universities, and as chairperson of administrative and local government bodies. He is expected to use his many
years of experience and broad knowledge to make appropriate suggestions and give advice on our management from aperspective that is independent of executives who conduct business operations. The Company has therefore nominated him
as a candidate for Outside Director.

11-

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.
Sadaharu Tezuka, and Ms. Kazumi Ono are the candidates for Outside Directors.
4. Mr. Yuji Shirakawa, Mr. Souichi Kawamoto, Mr. Ohno Ichiro, Mr. Hirokazu Hasegawa, Mr. Kazuyoshi Kimura, Mr.
Sadaharu Tezuka, and Ms. Kazumi Ono, our current Outside Directors, will have served as Outside Directors for two years,
two years, one year, three years, one year, one year and two years, respectively, at the conclusion of this General Meetingof 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 saidbank 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 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 andresponsibilities at the said bank are as described in the above column “Past experience, positions and responsibilities at theCompany (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 agreement with Mr. Yuji Shirakawa, Mr. Souichi Kawamoto, Mr. Ichiro Ono, Mr. Hirokazu Hasegawa, Mr.
Kazuyoshi Kimura, Mr. Sadaharu Tezuka 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 amountset forth in Article 425, Paragraph 1 of the same Act. If they are reelected, the Company will renew the contract with eachof them. The Company will also enter into the same liability limitation agreement with Mr. Hiroshi Hoshino, if they areelected.
7. The Company has appointed Mr. Hirokazu Hasegawa, Mr. Kazuyoshi Kimura, Mr. Sadaharu Tezuka 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. Hiroshi
Hoshino 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.

12Proposal 2: Election of Two (2) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Members Kazuyuki Yamamura and Tetsuo Kato will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of two (2)Audit & Supervisory Board Members .
The Company has obtained the consent of the Audit & Supervisory Board with respect to this proposal.
The candidates for substitute Audit & Supervisory Board Member is as follows:
No.

Name
(Date of birth)

Haruo Tanaka(May 7, 1958)*1

Past experience, positions and responsibilities, and significant concurrent positions
April 1982
February 1996

Joined Reiyukai Headquarters
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
January 2010

Head of Internal Auditing Office of the Company
Manager of Legal Department of the Company (to present)

Number ofshares of theCompany held

1,200

July 2014
January 2017Manager of Legal Department of WORLD INTEC Co., Ltd.
Executive Officer and Manager of Legal Department of WORLDINTEC Co., Ltd. (to present)
Reasons for nomination as a candidate for Audit and Supervisory Board member
Mr. Haruo Tanaka has been responsible for the Legal division of the Group. He thus has knowledge and experience withbusiness operation. The Company has therefore nominated him as a candidate for Audit & Supervisory Board member,believing that he is the right person for appropriately auditing business execution from an objective and fair standpoint.
April 1969

Joined Fushimi Certified Public Accountant Office

January 1975
January 1978

Joined Ernst & Ernst Japan Accounting Office
Joined Tohmatsu Aoki & Co. (currently Deloitte Touche Tohmatsu
LLC)
Representative Partner of Tohmatsu & Co. (currently Deloitte
Touche Tohmatsu LLC)

May 1995
May 1995
Mitsuo Koga
October 1997
(December 1, 1946)
February 2012
2

March 2012
February 2014

Representative Director of Tohmatsu Consulting Co., Ltd.
(currently Deloitte Tohmatsu Consulting LLC)
Representative Director of Deloitte Tohmatsu Venture Support Co.
Ltd.
Representative Director of Koga Management Institute Research
Co. Ltd. (to present)
Audit & Supervisory Board Member of the Company (to present)-

Standing Audit & Supervisory Board Member of WORLD INTECSPLIT PREPARATION COMPANY CO., LTD. of WORLDINTEC Co., Ltd. (currently WORLD INTEC Co., Ltd.) (to present)

December 2015

Audit & Supervisory Board Member of teno. Holdings Company
Limited. (to present)
Reasons for nomination as a candidate for Audit and Supervisory Board member
Mr. Mitsuo Koga has many years of experience as a certified public accountant, and has extensive knowledge into thecompany's auditing operations. The Company has therefore nominated him as a candidate for Outside Audit and Supervisory
Board member based on his ability to appropriately perform the duties of an Outside Audit and Supervisory Board member.
At the conclusion of this General Meeting of Shareholders, his tenure as an Audit & Supervisory Board Member will havebeen twelve (12) years.
Notes: 1.
2.
3.
4.

Numbers with an asterisk (*) are new candidates for Audit and Supervisory Board member.
None of the candidates for Audit and Supervisory Board members has any special conflicts of interest with the Company.
Mr. Mitsuo Koga is the candidate for Outside Audit and Supervisory Board member.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Mitsuo Koga to limit his liabilities for damages set forth in Article 423, paragraph 1 of thesame 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 this proposal is approved, the Company will renew the contract with Mr. Mitsuo Koga.

13

Proposal 3: Election of One 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)

Akihiro Igawa(September 16,
1963)

Past experience, positions and responsibilities, and significant concurrent positions
October 1998
February 2003

Joined Kabushiki Kaisha Shinpatsu Sunrise
Joined the Company

February 2008
May 2015

General Manager of Kikuyo Office of the Company
In charge of Safety & Health of WORLD INTEC CO., LTD.

Number of shares of
the Company held

200
General Manager of Safety & Health Office of WORLD INTEC
CO., LTD. (to present)
April 2020
General Manager of Safety & Health Office of the Company (topresent)
Reasons for nomination as a candidate for Audit and Supervisory Board member
Mr. Akihiro Igawa is in charge of the business office and is responsible for the Group’s health and safety department. 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.
March 2017

Note: The candidate for substitute Audit & Supervisory Board member has no special conflicts of interest with the Company.

14

Proposal 4: Revision of Compensation for Directors
At the 14th Ordinary General Meeting of Shareholders held on March 22, 2007, a resolution was approved to limit
the amount of remuneration for Directors to 200 million yen per year, and this amount has remained unchanged todate. However, in consideration of various circumstances, including subsequent changes in economic conditions,the Company proposes to change the amount of remuneration for Directors to no more than 500 million yen peryear (including 50 million yen for Outside Directors). The amount of remuneration does not include the employee
salaries of Directors who serve concurrently as employees.
This proposal was determined by the Board of Directors after consultation and report to the Nomination andCompensation Advisory Committee, taking into consideration the Company's business scale, executive
compensation system and its payment level, the current number of executives and future prospects, and other factors,
is judged to be appropriate.
Information about the Company’s policy for determining remuneration of individual directors is on the page 23 of
the business report.
Currently, there are 15 Directors (including eight Outside Directors). If Proposal 1 is approved as proposed, there
will be 15 Directors (including eight Outside Directors).

15

Proposal 5: 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
give the directors the authority to determine the terms of stock acquisition rights, issued as tax-qualified stock
options, to be distributed to directors (excluding outside directors) of the Company and its subsidiaries andemployees of the Company and its subsidiaries.
I. 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.
II. Recipients of the stock options
Directors (excluding outside directors) of the Company and its subsidiaries and employees of the Company and its
subsidiaries
III. Need for determining the maximum number of and payment for the stock options with terms that can be
determined based on items approved at the shareholders meeting
1. Maximum number of stock options with terms that can be determined based on the proposal to be submitted
at the shareholders meeting
The maximum number of stock options is 3,000 as stated in the following item IV.
The maximum number of shares to be issued upon exercise of the stock options allocated to directors(excluding outside directors) is 1,000.
The maximum number of shares of the Company’s common stock that can be granted due to the exercise of
the stock options is 300,000, including a maximum of 100,000 shares for stock options exercised by directors(excluding outside directors). If the number of shares granted is adjusted (defined below) as explained in thefollowing item IV 1., the new maximum will be the number of shares granted after adjustment multiplied by
the maximum number of stock options.
2. No payment is required for the stock options with terms that can be determined based on the proposal to besubmitted at the shareholders meeting
IV. Stock option terms that can be determined based on the proposal to be submitted at the shareholders meeting
1. Class and number of shares to be issued upon exercise of the stock options
The class of the shares to be issued upon exercise of the stock options is common stock of the Company, andthe number of shares to be issued upon exercise of the stock options is 100 shares for each stock option.
The number of shares granted will be adjusted using the following formula if, after the conclusion of theshareholders meeting, the Company conducts a common stock split (including gratis allocations of common
stock of the Company, the same applied hereafter) or a stock consolidation. Any fraction of less than one shareresulting from the adjustment is discarded.
Number of shares granted
Number of shares granted
Ratio of stock split or=x
after adjustment
before adjustment
stock consolidation
Furthermore, after the conclusion of the shareholders meeting, if the Company merges with another company
or conducts a divestiture or if there are any other similar events that require an adjustment of the number ofshares granted, the Company will perform this adjustment in an appropriate manner within reasonable limits.
When the number of shares granted is adjusted, the Company must notify every holder of the stock options in
the register of stock options or make a public announcement, of the required items by no later than the day
before the adjusted number of shares granted becomes effective. However, if the Company is unable to perform
this notification or public announcement by this day, a notice or public announcement must be conducted
promptly afterward.
2. 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 the higher of (1) 1.05 multiplied by the average closing price for ordinary trading of theCompany’s common stock on the Tokyo Stock Exchange for every trading day (except days when the16Company’s stock was not traded) in the month prior to the month of the day the stock options were allocatedwith any fraction of one yen rounded up or (2) the closing price on the day the stock options were allocated (orthe nearest prior closing price if the Company’s stock was not traded on the allocation day). However, theexercise price is subject to adjustments as prescribed in the following item 3.
3. Adjustment of the exercise priceIf the Company takes an action concerning its common stock described in the following items 1 or 2 on or after
the day the stock options are allocated, the adjustment price will be adjusted by using the following applicable
exercise price adjustment formula. Any fraction of less than one yen is rounded up.
1) Stock split or stock consolidation
1
Exercise price
Exercise price=x
Ratio of stock split or stock
after adjustment
before adjustment
consolidation
2) Issuance of stock or disposal of treasury shares at a price below the market price(excludes the sale of treasury shares in accordance with Article 194 of the Companies Act (demand for sale ofnumber of shares less than one unit by a shareholder holding less than one unit) and excluding the conversionof securities that are or can be converted into the Company’s common stock or the exercise of stock options(including stock options attached to bonds) with the right to receive the Company’s common stock)

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 sharesi. 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.
ii. If treasury shares are used for the stock distributed when a stock option is exercised, the number of
newly issued shares in this formula is instead the number of treasury shares used.
4. Exercise period
The exercise period begins on the first day of the month following the month two years after the month of the
day of the stock allocation and ends on March 22, 2034.
5. 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.
6. 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 item (1) above less the increase in capital stock as stipulated in item (1)above.
7. Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
8. 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 theitem 5 above, 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,
a proposal for an approval of a company split agreement or an incorporation-type company split planunder which the Company is the splitting company, a contract for an exchange of stock that makes theCompany a wholly owned subsidiary or a proposal for a stock transfer plan, the Company can acquire the17stock options without compensation.
9. Other terms for the stock options will be determined separately by resolutions of the Company’s Board of
Directors.
10. Policy for determining terms for distribution of stock options of the restructured company following areorganization
If the Company conducts a merger (only when the Company becomes a dissolving company), absorption-type
or incorporation-type company split (in either type, only when the Company becomes a splitting company), ora share exchange or transfer (in either case, only when the Company becomes a wholly owned subsidiary) (the“corporate reorganization”), the Company will grant the stock options of the stock company described in
Article 236, Paragraph 1, Item 8 (a) to (e) of the Companies Act (the “restructured company”), as appropriate,
to any stock option holders who hold the remaining stock options immediately before the date of theimplementation of the corporate reorganization (the effective date of the absorption-type merger in the case ofan absorption-type merger, the date of establishment of the company established by a consolidation-typemerger in the case of a consolidation-type merger, the effective date of the absorption-type company split in
the case of an absorption-type company split, the date of establishment of the splitting company in the case of
an incorporation-type company split, the effective date of the share exchange in the case of a share exchange,or the date of establishment of the wholly-owning parent company upon the share transfer in the case of a sharetransfer; the same applies hereinafter), as appropriate, only to the extent that the absorption-type merger
agreement, consolidation-type merger agreement, absorption-type company split agreement, incorporationtype company split plan, share exchange agreement, or share transfer plan provided for the issuance of thestock options of the restructured company according to the provisions of the respective items below:(1) Number of stock options of the restructured company to be issued
The same number as the remaining stock options held by the stock option holders.
(2) Class of shares of the restructured company for the stock options of the restructured company
Common shares of the restructured company.
(3) Number of shares of the restructured company for the stock options of the restructured company
Will be determined in accordance with the provisions of item 1 above, taking into consideration the terms
for the corporate reorganization and any other related matters.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed upon the exercise of the respective stock options issued by the
restructured company is the amount obtained by multiplying the amount paid in after the restructuring,which is obtained by adjusting the exercise price described in item 2 above by the number of shares of
the restructured company for the stock options of the restructured company, which is determinedaccording to item (3) above, taking into consideration the terms for the corporate reorganization and anyother related matters.
(5) Exercise period
The period starts from either the first date of the exercise period in item 4 above or the effective date of
the corporate reorganization, whichever comes later, and expire upon the date of expiration of the exercise
period in item 4 above.
(6) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by
the exercise of stock options
Will be determined in accordance with the provisions of item 6 above.
(7) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Board of Directors of therestructured company.
(8) Conditions to acquire the stock options
Will be determined in accordance with the provisions of item 8 above.
(9) Other conditions for the exercise of stock options
Will be determined in accordance with the provisions of item 5 above and item 12 below.
11. Agreement on fractions of one share resulting from the exercise of stock options
Any fraction of one share included in the shares issued to the stock option holders who exercise their stock
options is discarded.
12. Other conditions for the exercise of stock options
If a stock option holder forfeits the right to exercise a stock option, the holder can no longer exercise the right.

18

Proposal 6:

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
give the directors the authority to determine the terms of stock acquisition rights, issued as non-tax-qualified stock
options, to be distributed to directors (excluding outside directors) of the Company.
I. 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 to increase consolidated sales and earnings of the Group as a whole, and contributing to the growth ofcorporate value.
II. Recipients of the stock options
Directors (excluding outside directors) of the Company
III. Need for determining the maximum number of and payment for the stock options with terms that can be
determined based on items approved at the shareholders meeting
1. Maximum number of stock options with terms that can be determined based on the proposal to be submitted
at the shareholders meeting
The maximum number of stock options is 3,000 as stated in the following item IV.
The maximum number of shares of the Company’s common stock that can be granted due to the exercise of
the stock options is 300,000. If the number of shares granted is adjusted (defined below) as explained in thefollowing item IV 1., the new maximum will be the number of shares granted after adjustment multiplied by
the maximum number of stock options.
2. No payment is required for the stock options with terms that can be determined based on the proposal to besubmitted at the shareholders meeting
IV. Stock option terms that can be determined based on the proposal to be submitted at the shareholders meeting
1. Class and number of shares to be issued upon exercise of the stock options
The class of the shares to be issued upon exercise of the stock options is common stock of the Company, andthe number of shares to be issued upon exercise of the stock options is 100 shares for each stock option.
The number of shares granted will be adjusted using the following formula if, after the conclusion of theshareholders meeting, the Company conducts a common stock split (including gratis allocations of common
stock of the Company, the same applied hereafter) or a stock consolidation. Any fraction of less than one shareresulting from the adjustment is discarded.
Number of shares granted
Number of shares granted
Ratio of stock split or=x
after adjustment
before adjustment
stock consolidation
Furthermore, after the conclusion of the shareholders meeting, if the Company merges with another company
or conducts a divestiture or if there are any other similar events that require an adjustment of the number ofshares granted, the Company will perform this adjustment in an appropriate manner within reasonable limits.
When the number of shares granted is adjusted, the Company must notify every holder of the stock options in
the register of stock options or make a public announcement, of the required items by no later than the day
before the adjusted number of shares granted becomes effective. However, if the Company is unable to perform
this notification or public announcement by this day, a notice or public announcement must be conducted
promptly afterward.
2. 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 the higher of (1) 1.05 multiplied by the average closing price for ordinary trading of theCompany’s common stock on the Tokyo Stock Exchange for every trading day (except days when the
Company’s stock was not traded) in the month prior to the month of the day the stock options were allocatedwith any fraction of one yen rounded up or (2) the closing price on the day the stock options were allocated (orthe nearest prior closing price if the Company’s stock was not traded on the allocation day). However, theexercise price is subject to adjustments as prescribed in the following item 3.
3. Adjustment of the exercise priceIf the Company takes an action concerning its common stock described in the following items 1 or 2 on or after
19

the day the stock options are allocated, the adjustment price will be adjusted by using the following applicable
exercise price adjustment formula. Any fraction of less than one yen is rounded up.
1) Stock split or stock consolidation
1
Exercise price
Exercise price=x
Ratio of stock split or stock
after adjustment
before adjustment
consolidation
2) Issuance of stock or disposal of treasury shares at a price below the market price(excludes the sale of treasury shares in accordance with Article 194 of the Companies Act (demand forsale of number of shares less than one unit by a shareholder holding less than one unit) and excluding theconversion of securities that are or can be converted into the Company’s common stock or the exerciseof stock options (including stock options attached to bonds) with the right to receive the Company’scommon stock)
Number ofAmount to
newly issued x be paid per
Number ofsharesshare
issued+Market price
Exercise price
Exercise pricesharesx
after=
beforeNumber of issued
Number of newly
adjustment
adjustment+
sharesissued sharesi. 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.
ii. If treasury shares are used for the stock distributed when a stock option is exercised, the number of
newly issued shares in this formula is instead the number of treasury shares used.
4. Exercise period
10 years from the allocation date
5. Conditions for exercising the stock options
When a stock option is exercised, the holder of the stock option must be a director the Company or any of its
subsidiaries. However, former directors of the Company who left because they reached the end of their termof office are exempt from this requirement.
6. 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 item (1) above less the increase in capital stock as stipulated in item (1)above.
7. Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
8. 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 theitem 5 above, 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,
a proposal for an approval of a company split agreement or an incorporation-type company split planunder which the Company is the splitting company, a contract for an exchange of stock that makes theCompany a wholly owned subsidiary or a proposal for a stock transfer plan, the Company can acquire thestock options without compensation.
9. Other terms for the stock options will be determined separately by resolutions of the Company’s Board of
Directors.
10. Policy for determining terms for distribution of stock options of the restructured company following areorganization
If the Company conducts a merger (only when the Company becomes a dissolving company), absorption-type
or incorporation-type company split (in either type, only when the Company becomes a splitting company), ora share exchange or transfer (in either case, only when the Company becomes a wholly owned subsidiary) (the20“corporate reorganization”), the Company will grant the stock options of the stock company described in
Article 236, Paragraph 1, Item 8 (a) to (e) of the Companies Act (the “restructured company”), as appropriate,
to any stock option holders who hold the remaining stock options immediately before the date of theimplementation of the corporate reorganization (the effective date of the absorption-type merger in the case ofan absorption-type merger, the date of establishment of the company established by a consolidation-typemerger in the case of a consolidation-type merger, the effective date of the absorption-type company split in
the case of an absorption-type company split, the date of establishment of the splitting company in the case of
an incorporation-type company split, the effective date of the share exchange in the case of a share exchange,or the date of establishment of the wholly-owning parent company upon the share transfer in the case of a sharetransfer; the same applies hereinafter), as appropriate, only to the extent that the absorption-type merger
agreement, consolidation-type merger agreement, absorption-type company split agreement, incorporationtype company split plan, share exchange agreement, or share transfer plan provided for the issuance of thestock options of the restructured company according to the provisions of the respective items below:(1) Number of stock options of the restructured company to be issued
The same number as the remaining stock options held by the stock option holders.
(2) Class of shares of the restructured company for the stock options of the restructured company
Common shares of the restructured company.
(3) Number of shares of the restructured company for the stock options of the restructured company
Will be determined in accordance with the provisions of item 1 above, taking into consideration the terms
for the corporate reorganization and any other related matters.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed upon the exercise of the respective stock options issued by the
restructured company is the amount obtained by multiplying the amount paid in after the restructuring,which is obtained by adjusting the exercise price described in item 2 above by the number of shares of
the restructured company for the stock options of the restructured company, which is determinedaccording to item (3) above, taking into consideration the terms for the corporate reorganization and anyother related matters.
(5) Exercise period
The period starts from either the first date of the exercise period in item 4 above or the effective date of
the corporate reorganization, whichever comes later, and expire upon the date of expiration of the exercise
period in item 4 above.
(6) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by
the exercise of stock options
Will be determined in accordance with the provisions of item 6 above.
(7) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Board of Directors of therestructured company.
(8) Conditions to acquire the stock options
Will be determined in accordance with the provisions of item 8 above.
(9) Other conditions for the exercise of stock options
Will be determined in accordance with the provisions of item 5 above and item 12 below.
11. Agreement on fractions of one share resulting from the exercise of stock options
Any fraction of one share included in the shares issued to the stock option holders who exercise their stock
options is discarded.
12. Other conditions for the exercise of stock options
If a stock option holder forfeits the right to exercise a stock option, the holder can no longer exercise the right.
- End of Document -21