This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 1882
June 10, 2022
To Shareholders with Voting Rights:
Kyouichi Morishita
Representative Director, President
TOA ROAD CORPORATION
7-3-7 Roppongi, Minato City, TokyoNOTICE OF
THE 116th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 116th Annual General Meeting of Shareholders of TOA ROADCORPORATION (the “Company”) will be held as described below.
In order to avoid the risk of COVID-19 infection at this General Meeting of Shareholders, we strongly
recommend that shareholders refrain from attending the meeting and instead exercise their voting rights inwriting or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. Japan time on Tuesday, June 28, 2022.
[Exercise of voting rights in writing]
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, and returnit by mail so that it arrives by the cutoff time for exercise of voting rights specified above.
[Exercise of voting rights via the Internet]
For the method of exercising voting rights via the Internet, please refer to the “Procedures for Exercising
Voting Rights via the Internet” on pages 3 to 4.
If you exercise your voting rights both in writing and via the Internet, voting rights exercised via the Internet
shall be treated as valid.
Response to COVID-19
Staff at the meeting venue will wear face masks as a COVID-19 preventive measure.
If you are considering attending the General Meeting of Shareholders, please check the situation regarding
the spread of COVID-19 and your health condition on the day of the General Meeting of Shareholders and,if you do attend, you are requested to exercise due care so as to help prevent infection, including by wearinga face mask. Moreover, at the Company’s discretion, the Company may implement necessary measures atthe venue of the General Meeting of Shareholders in order to ensure the safety of shareholders and prevent
infection. Your cooperation is requested.
Seats at the venue of the General Meeting of Shareholders will be placed further apart than in previous
years, which means that fewer seats will be available. Please be advised that you may not be admitted to thevenue if all the seats are occupied.

-1-1. Date and Time:
2. Venue:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time
Company Head Office
Conference Room, 7th floor
7-3-7 Roppongi, Minato City, Tokyo

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 116th Fiscal Year (April 1, 2021 - March 31, 2022) and theresults of audits by the Accounting Auditor and the Board of Corporate
Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 116th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Seven Directors
Proposal 3:
Revision of the Restricted Stock Compensation Plan for Directors
Proposal 4:(Request) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk on the day of the meeting.
(Notice) Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated
Financial Statements have been posted on the Company’s website in accordance with laws andregulations and Article 14 of the Articles of Incorporation of the Company, and therefore are
not provided in the documents attached to this Notice. The Consolidated Financial Statements
and the Non-consolidated Financial Statements audited by the Accounting Auditor and theBoard of Corporate Auditors comprise the Notes to the Consolidated Financial Statements andthe Notes to the Non-consolidated Financial Statements posted on the Company’s website inaddition to the documents attached to this Notice.
Any revisions to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Non-consolidated Financial Statements, or the Consolidated Financial
Statements will be posted on the Company’s website.
[The Company’s website (https://www.toadoro.co.jp)]-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Regarding appropriation of surplus, we hereby propose as described below.
The Company intends to enhance internal reserves in order to strengthen the corporate constitution and be
prepared for future business development. At the same time, for the returning of profits to shareholders, theCompany remains committed to maintaining a stable dividend payment level based on a comprehensive
consideration of the profit forecast over the medium term, the investment plan, cash flows, and the financial
position, among other factors.
The Company intends to utilize the internal reserves for prioritized investment for further strengthening thebusiness foundation and for future business development from a medium- to long-term perspective.
It is proposed that the year-end dividend for the fiscal year ended March 31, 2022 be paid as follows, taking
into consideration the Company’s performance for the year and future business development:
1. Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Matters related to the allotment of dividend property and the total amount thereof
Per share of common stock of the Company: ¥180
(common dividend of ¥180)
Total amount: ¥857,333,160(3) Effective date of distribution of surplus
June 30, 2022
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve:¥1,500,000,000(2) Item and the amount of surplus to be decreased
Retained earnings brought forward:¥1,500,000,000-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The date of enforcement of the system for electronic provision of materials for general meetings ofshareholders stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September 1, 2022.
Accordingly, it is proposed to establish provisions that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically and that the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it may be limited.
The current provisions related to the Internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. will become unnecessary and will therefore bedeleted and supplementary provisions related to the effective date, etc. in line with these amendments shallbe established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments(Deleted)

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 14 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the Internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

(Measures for Electronic Provision, Etc.)(Newly established)

Article 14 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2.
Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who
have requested it by the record date for voting
rights.

-4-

(Newly established)

Supplementary provisions
1.

2.

3.

-5-

The deletion of Article 14 (Internet Disclosure
and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) of the Articles ofIncorporation prior to the amendments and theestablishment of Article 15 (Measures forElectronic Provision, Etc.) of the Articles ofIncorporation after the amendments shallcome into effect on September 1, 2022.
Notwithstanding the provisions of thepreceding paragraph, Article 14 (Internet
Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.) of the Articles ofIncorporation prior to the amendments shallremain in force with respect to a general
meeting of shareholders to be held on or
before February 28, 2023.
These supplementary provisions shall be
automatically deleted on March 1, 2023 or on
the date when three months have elapsed fromthe date of the general meeting of shareholders
set forth in the preceding paragraph,
whichever is later.

Proposal 3:

Election of Seven Directors

The terms of office of all seven Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of seven Directors is proposed.
The candidates for Director are as follows:

No.

Current positions at theCompanyName

1[Reappointment]

Kyouichi Morishita

2[Reappointment]

Satoru Horinouchi

3[Reappointment]

Hiroshi Nakamura

4[Reappointment]

Shizuo Fukuhara

5[Reappointment]

Masataka Kusumi

6[Reappointment]

Yuko Tahara

7[Reappointment]

Yohei Takada

Representative Director,
President
Representative Director,
Senior Managing Executive
Officer
Director, Senior Managing
Executive Officer
Director, Managing
Executive Officer[Independent
Director][Outside Director][Independent
Director][Outside Director][Independent
Director][Outside Director]-6-

Outside Director

Attendanceat Board of
Directors
meetings
17/17(100%)
17/17(100%)
17/17(100%)
12/12(100%)
17/17(100%)

Outside Director

12/12(100%)

Outside Director

12/12(100%)

Candidates for Director
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
June 2013
April 2014
April 2015

[Reappointment]

Kyouichi Morishita(September 22, 1956)

1

April 2016

Attendance at Board of
Directors meetings:
17/17

May 2016

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
9 years

April 2017
June 2017

Joined the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division, theCompany
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department; General
Manager, Civil Engineering Department, theCompany
Director; Managing Executive Officer; General
Manager, Planning and Sales Division; General
Manager, Construction and Engineering Division;
General Manager, Construction Department, theCompany
Director; Managing Executive Officer; General
Manager, Planning and Sales Division; General
Manager, Construction and Engineering Division;
General Manager, Construction Department;
General Manager, Product Business Division, theCompany
Director; Managing Executive Officer; General
Manager, Technology Division; General Manager,
Affiliated Business Division, the Company
Representative Director, President, the Company
To present

Number ofshares of theCompany held

8,149

Responsibilities
Chairman, Internal Control Committee; Chairman, Compliance
Committee; in charge of Audit Office; in charge of Corporate Planning
Office[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Kyouichi Morishita has been mainly engaged in construction and sales divisions
and has a wealth of experience and extensive knowledge. He assumed office as Director and Managing Executive
Officer in 2016. Serving as Representative Director and President since 2017, he is demonstrating strong
leadership and decisiveness in managing the Company and striving to achieve continuous enhancement ofcorporate value. Therefore, the Company proposes his reelection as Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983
June 2016

April 2017
June 2017[Reappointment]

2

April 2018

Satoru Horinouchi(July 5, 1959)

June 2018

Attendance at Board of
Directors meetings:
17/17

April 2019

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
6 years

April 2020

April 2021

Joined the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Engineering Department; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department; General
Manager, Technology Division, the Company
Director; Managing Executive Officer; General
Manager, Technology Division; General Manager,
Affiliated Business Division, the Company
Representative Director; Managing Executive
Officer; General Manager, Technology Division;
General Manager, Affiliated Business Division, theCompany
Representative Director; Senior Managing
Executive Officer; General Manager, ProductBusiness Division; General Manager, Technology
Division; General Manager, Affiliated Business
Division, the Company
Representative Director; Senior Managing
Executive Officer; General Manager, Sales
Division; General Manager, Affiliated Business
Division, the Company
Representative Director; Senior Managing
Executive Officer; General Manager, Construction
Division
To present

Number ofshares of theCompany held

6,228

Responsibilities
In charge of Affiliated Business Department; in charge of Safety,
Environment and Quality Department; General Manager, Construction
Division; Chairman, Workstyle Improvement Committee; responsible
for Labor Relations[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Satoru Horinouchi has been mainly engaged in construction divisions and has awealth of experience and extensive knowledge. Currently he is supervising the Company’s construction business;affiliated business; and safety, environment and quality divisions as Senior Managing Executive Officer. Since
2016, he has been engaged in management of the Company as Director and has been contributing to continuous
enhancement of corporate value. Therefore, the Company proposes his reelection as Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
April 2006
April 20093

[Reappointment]

April 2011

Hiroshi Nakamura(December 18, 1957)

April 2013

Attendance at Board of
Directors meetings:
17/17

April 2015

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
2 years

April 2017

June 2015

April 2020
June 2020
April 2022

Joined the Company
General Manager, Product Department, Chugoku
Branch, the Company
General Manager, Product Department, Kanto
Branch, the Company
Executive Officer; General Manager, ProductDepartment, Product Business Division, theCompany
Director; Executive Officer; General Manager,
Product Department, Product Business Division,
the Company
Director; Managing Executive Officer; General
Manager, Hokkaido Branch, the Company
Managing Executive Officer; General Manager,
Hokkaido Branch, the Company
Managing Executive Officer; General Manager,
Sales Division, the Company
Managing Executive Officer; General Manager,
Product Business Division, the Company
Director, Managing Executive Officer; General
Manager, Product Business Division, the Company
Director, Senior Managing Executive Officer;
General Manager, Product Business Division, theCompany
To present

Number ofshares of theCompany held

5,507

Responsibilities
In charge of Technology Department; General Manager, ProductBusiness Division; responsible for Labor Relations[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Hiroshi Nakamura has been mainly engaged in product business and sales
divisions and has a wealth of experience and extensive knowledge. Currently he is supervising the Company’s
product business division as Senior Managing Executive Officer and General Manager of Product Business
Division. Since 2020, he has been engaged in management of the Company as Director and has been contributing
to continuous enhancement of corporate value. Therefore, the Company proposes his reelection as Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
April 2008
April 2009

[Reappointment]

June 2013

Shizuo Fukuhara(April 15, 1958)
Attendance at Board of
Directors meetings:
12/12

4

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
1 yearApril 2015
April 2018
April 2020
June 2021

Joined the Company
General Manager, General Affairs Department,
Administration Department, the Company
General Manager, General Affairs Department,
Administration Division, the Company
General Manager, General Affairs Department,
Administration Division; General Manager,
Corporate Ethics Promotion Office; General
Manager, Corporate Communications Planning
Office, the Company
Affiliated Business Department, the Company
Executive Officer; General Manager, Corporate
Planning Office, the Company
Managing Executive Officer; General Manager,
Administration Division, the Company
Director, Managing Executive Officer; General
Manager, Administration Division, the Company
To present

Number ofshares of theCompany held

9,251

Responsibilities
In charge of Affiliated Business Department; in charge of CSR
Promotion Department; General Manager, Administration Division;
responsible for Compliance; responsible for Corporate Planning Office(secondary responsibility); Chairman, Internal Control Committee;
responsible for Labor Relations[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Shizuo Fukuhara has been mainly engaged in administration divisions and has awealth of experience and extensive knowledge. Currently he is supervising the Company’s administration
divisions as Managing Executive Officer and General Manager of Administration Division. Since 2021, he has
been engaged in management of the Company as Director and has been contributing to continuous enhancementof corporate value. Therefore, the Company proposes his reelection as Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
September 2001
December 2006

5

Number ofshares of theCompany held

Joined Fujita Corporation
Joined Masasho Co., Ltd.
[Reappointment]
Joined ShinNihon & Co. (currently, Ernst & Young[Independent Director]
ShinNihon LLC)
[Outside Director]
August 2010
Registered as Certified Public Accountant
August 2016
Representative, Masataka Kusumi CPA Office
Masataka Kusumi(current position)(February 17, 1968) May 2017
Auditor, Nissan Satio Hirosaki Co., Ltd. (current
position)
Attendance at Board of100
December 2017 Outside Director (Audit and Supervisory
Directors meetings:
Committee Member), E-Guardian Inc. (current
17/17
position)
June 2020
Director, the Company
No. of years in office as
To present
Director (at the conclusion[Significant concurrent positions]of this General Meeting ofRepresentative, Masataka Kusumi CPA Office
Shareholders):
2 years
Auditor, Nissan Satio Hirosaki Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), EGuardian Inc.
[Reason for nomination as candidate for Outside Director and expected role]
Mr. Masataka Kusumi has a specialist perspective based on his insight and experience as a CPA and considerable
knowledge of corporate finance, legal affairs, and tax affairs. In order to ensure validity and appropriateness ofdecision-making by the Board of Directors, the Company wishes him to appropriately oversee the Company’sbusiness execution from an independent standpoint with a specialist perspective. In addition, the Company
believes that it can receive useful advice and suggestions from him on overall management and therefore proposes
his reelection as Outside Director.

- 11 -

No.

Name(Date of birth)[Reappointment][Independent Director][Outside Director]

Yuko Tahara(May 21, 1967)
Attendance at Board of
Directors meetings:
12/12

6

Career summary, positions, responsibilities,
and significant concurrent positions
Assistant, Graduate School of Arts and Sciences,
College of Arts and Sciences, The University ofTokyo
April 2002
Assistant Professor, Faculty of Economics,
Kokugakuin University
April 2008
Professor, Faculty of Economics, Kokugakuin
University
June 2021
Director, the Company
To present[Significant concurrent positions]
Professor, Faculty of Economics, Kokugakuin University

Number ofshares of theCompany held

April 1996

0

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
1 year[Reason for nomination as candidate for Outside Director and expected role]
Ms. Yuko Tahara has a specialist perspective based on her profound insight and extensive knowledge cultivatedover the years as an expert on local community issues, the aging society, and social security. In order to ensure
validity and appropriateness of decision-making by the Board of Directors, the Company wishes her toappropriately oversee the Company’s business execution from an independent standpoint with a specialist
perspective. In addition, the Company believes that it can receive useful advice and suggestions from her on
overall management and therefore proposes her reelection as Outside Director.
Although she has never been involved in corporate management, the Company believes that she will execute
her duties properly as an Outside Director of the Company for the reasons stated above.

- 12 -

No.

Name(Date of birth)[Reappointment][Independent Director][Outside Director]

Yohei Takada(March 26, 1976)
Attendance at Board of
Directors meetings:
12/12

7

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1986

Registered as attorney-at-law (member of Dai-Ichi
Tokyo Bar Association)
Takada Law Office
June 2021
Director, the Company
To present[Significant concurrent positions]Takada Law Office0

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
1 year[Reason for nomination as candidate for Outside Director and expected role]
Mr. Yohei Takada has a specialist perspective based on his insight and experience as an attorney-at-law andconsiderable knowledge of corporate legal affairs. In order to ensure validity and appropriateness of decisionmaking by the Board of Directors, the Company wishes him to appropriately oversee the Company’s businessexecution from an independent standpoint with a specialist perspective. In addition, the Company believes that it
can receive useful advice and suggestions from him on overall management and therefore proposes his reelection
as Outside Director.
Although he has never been involved in corporate management, the Company believes that he will execute his
duties properly as an Outside Director of the Company for the reasons stated above.

Notes: 1. No special interest exists between any of the candidates and the Company.
2. Mr. Masataka Kusumi, Ms. Yuko Tahara, and Mr. Yohei Takada are candidates for Outside
Director.
3. Matters concerning the candidates for Outside Director are as follows:(1) Mr. Masataka Kusumi, Ms. Yuko Tahara, and Mr. Yohei Takada are independent directors
as defined by the Tokyo Stock Exchange.
(2) Number of years since assumption of office as the Company’s Outside Director of eachcandidate for Outside Director
Mr. Masataka Kusumi will have been in office as Outside Director for two years at theconclusion of this Annual General Meeting of Shareholders.
Ms. Yuko Tahara and Mr. Yohei Takada will have been in office as Outside Director for one
year at the conclusion of this Annual General Meeting of Shareholders.
(3) Liability limitation agreements with Outside Directors
The Company has entered into agreements with Mr. Masataka Kusumi, Ms. Yuko Tahara,
and Mr. Yohei Takada to limit their liability for damages pursuant to Article 423 Paragraph
1 of the Companies Act. The amount of liability for damages in accordance with theagreements is limited to the minimum liability amount stipulated by laws and regulations.
If reelection of Mr. Masataka Kusumi, Ms. Yuko Tahara, and Mr. Yohei Takada is approvedat this General Meeting of Shareholders, the Company intends to renew the said agreementswith them.

- 13 -

4. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany. The said insurance contract covers litigation expenses related to derivative lawsuits
and third-party litigation and incidental expenses to be borne by the insured. The Company’s
Directors (including Outside Directors) and Corporate Auditors (including Outside Corporate
Auditors) are the insured under the said insurance contract. The insurance premiums are fully
borne by the Company. However, liability for legal damages arising from illegal acts including
criminal acts committed by the insured is outside the scope of coverage under the said insurance
contract.
The candidates for reelection nominated in this proposal are already the insured under the said
insurance contract and will remain so following their reelection. The new candidates will be
the insured following their election.
The Company intends to renew the said insurance contract with the same contents at the next
renewal.

- 14 -

[Skills Matrix]
Major specialty and experience
OutsideDirector /AuditorKyouichi Morishita
Satoru Horinouchi
Hiroshi Nakamura
Shizuo Fukuhara
Masataka Kusumi◎

Yuko Tahara◎

Yohei Takada◎

Shinichi Mori
Yoshihiko Takeuchi◎

Hiroshi Fujita◎

Nomination
andCompensation
Committee

Corporate
management/
management
strategy

Sales /
marketingTechnology/ quality

○

○

○

○

○

○

○

○

○

○

○

◎

Finance /accounting

Legal affairs/
compliance

○

○

○

○

○

○

ESG

Diversity /gender○(governance)

○
○

○
○

○
○

○
(environment /society)○(female)○(governance)

○
○

○

○

○

○
○

○
(governance)

Notes: 1. ◎ in the column under “Outside Director / Auditor” indicates independent director/auditor.
2. ◎ in the column under “Nomination and Compensation Committee” indicates the chairman.

- 15 -

Proposal 4:

Revision of the Restricted Stock Compensation Plan for Directors

At the 114th Annual General Meeting of Shareholders held on June 26, 2020, in order to promotesustainable enhancement of corporate value and further sharing of value with shareholders, it was approved
that, separately from the amount of remuneration for Directors, the Company shall set the total amount ofmonetary claims to be provided to the Company’s Directors (excluding Outside Directors; hereinafterreferred to as the “Eligible Directors”) as compensation for granting shares with restriction on transfer notexceeding ¥30 million per year (not including the portion of employee’s salary for Directors who also serve
as employees) and the total number of shares of the Company’s common stock to be issued or disposed ofby the Company not exceeding 12,000 shares per year.
With the aim of further motivating each Eligible Director to contribute to the sustainable enhancementof the Company’s corporate value and to share value with shareholders over the long term to the extent
possible by holding shares with restriction on transfer until his/her resignation or retirement, it is proposedthat the Plan be revised as detailed below, in light of fluctuations in the Company’s stock price and othercircumstances, and shareholders’ approval is requested.
The Company would like to change the period of restriction on transfer of shares with restriction ontransfer to be granted to Eligible Directors from “three years from the date of payment” to “from the dateof allotment under the Allotment Agreement until the time immediately following resignation or retirementfrom the position of officer or employee of the Company or a subsidiary of the Company predeterminedby the Company’s Board of Directors.” In line with such change in the transfer restriction period, necessary
modifications will also be made to the lifting of transfer restrictions and treatment upon resignation orretirement.
In addition, in light of fluctuations in the Company’s stock price and other circumstances, together withthe revision of the transfer restriction period, the total number of shares of the Company’s common stock
to be issued or disposed of under the Plan will be changed from up to 12,000 shares per year to up to 10,000
shares per year and the total amount of monetary claims to be provided for the allocation of shares withrestriction on transfer under the Plan will be changed from up to ¥30 million per year to up to ¥50 million
per year.
The above revisions will apply to shares with restriction on transfer to be granted in the future, and will
not change the transfer restriction period, etc. for shares with restriction on transfer that have already been
granted. Currently, the Company has seven Directors (including three Outside Directors). If Proposal 3,“Election of Seven Directors,” is approved and resolved as proposed, the Company will have seven
Directors (including three Outside Directors).
In addition, Eligible Directors shall pay all monetary claims, which will be provided under this proposal,
as property contributed in kind and shares of the Company’s common stock shall be issued or disposed of
pursuant to the resolution of the Company’s Board of Directors. The total number of shares of theCompany’s common stock to be issued or disposed of thereby shall not exceed 10,000 shares per year
(provided, however, if, on or after the date of approval of this proposal, a stock split (including gratis
allotment of shares of the Company’s common stock) or a reverse stock split of shares of the Company’scommon stock is conducted or any other circumstance requiring adjustment of the total number of sharesof the Company’s common stock to be issued or disposed of as shares with restriction on transfer arise, thesaid total number shall be adjusted within a reasonable range).
The amount to be paid in per share shall be determined by the Board of Directors within a range thatwill not be a particularly advantageous amount for the Eligible Director who will receive shares of thecommon stock, based on the closing price of the Company’s common stock on the Tokyo Stock Exchangeon the business day before the date of each resolution by the Board of Directors (if there are no trades onthat day, the closing price on the most recent preceding trading day). Furthermore, for issuance or disposal- 16 -

of shares of the Company’s common stock and the provision of monetary claims as property contributedin kind for such purpose, a restricted stock allotment agreement (hereinafter the “Allotment Agreement”)
containing the content indicated below shall be entered into between the Company and Eligible Directors.
The maximum amount of compensation, the total number of shares of the Company’s common stock to beissued or disposed of, and other terms and conditions for the granting of shares with restriction on transfer
to Eligible Directors under this proposal have been determined by taking into account the above-mentioned
purpose, the Company’s business conditions, and the Company’s policy regarding the determination of
remuneration, etc. for individual Directors. (For details of the said policy, please refer to page 28 of theCompany’s Business Report for the 116th Term.) The Company, therefore, believes that the terms andconditions are reasonable.
If this proposal is approved and resolved as proposed, the outline of the Company’s restricted stockcompensation plan will be as follows.
[Summary of the Allotment Agreement](1) Transfer restriction period
An Eligible Director may not transfer, create security interest over, or otherwise dispose of (hereinafterreferred to as the “Transfer Restriction”) the shares of the Company’s common stock allotted to him or her
under the Allotment Agreement (hereinafter referred to as the “Allotted Shares”) during the period fromthe date of allotment of the shares to him or her under the Allotment Agreement to the time immediately
following resignation or retirement of the Eligible Director from the position of officer or employee of theCompany or a subsidiary of the Company predetermined by the Company’s Board of Directors (hereinafterreferred to as the “Transfer Restriction Period”). However, if the time immediately following such
resignation or retirement is before the date when three months have elapsed since the end of the fiscal yearthat includes the date on which the allotment of the Allotted Shares is to be received, the end of the transfer
restriction period may be adjusted within a reasonable range.
(2) Treatment upon resignation or retirement
If an Eligible Director resigns or retires from the position of officer or employee of the Company or asubsidiary of the Company predetermined by the Company’s Board of Directors before the expiration of
the period predetermined by the Company’s Board of Directors (hereinafter referred to as the “Service
Period”), the Company shall automatically acquire the Allotted Shares without consideration, unless such
resignation or retirement is due to the expiration of his/her term of office, death, or other justifiable reason.
(3) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restriction for all Allotted Shares upon the expiration of the Transfer
Restriction Period, provided that the Eligible Director has continuously held a position of officer or
employee of the Company or a subsidiary of the Company predetermined by the Company’s Board of
Directors during the Service Period. However, if 1) the Eligible Director resigns or retires from the positionof an officer or employee of the Company or a subsidiary of the Company predetermined by the Company’s
Board of Directors before the expiration of the Service Period owing to a justifiable reason, or 2) the
Eligible Director resigns or retires from the position of officer or employee of the Company or a subsidiaryof the Company predetermined by the Company’s Board of Directors for a reason other than a justifiablereason before the expiration of the Transfer Restriction Period, even after the expiration of the Service
Period, the Company may reasonably adjust the number of Allotted Shares from which Transfer
Restrictions are to be lifted and the timing of the lifting of the Transfer Restrictions, as necessary. In
addition, the Company shall automatically acquire Allotted Shares whose Transfer Restrictions have notbeen lifted without consideration, immediately after the lifting of Transfer Restrictions pursuant to theabove provisions.
(4) Treatment upon reorganization, etc.
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Notwithstanding the provision in (1) above, if during the Transfer Restriction Period, a merger agreement
under which the Company will become a dissolving company, share exchange agreement or share transfer
plan under which the Company will become a wholly owned subsidiary or any other matter concerning areorganization is approved at the General Meeting of Shareholders of the Company (or by the Company’s
Board of Directors if no approval of the General Meeting of Shareholders of the Company is required forthe reorganization), the Company will, prior to the effective date of the said reorganization, etc., lift, by the
resolution of the Company’s Board of Directors, the Transfer Restrictions for the Allotted Shares in thenumber reasonably determined, in light of the period from the commencement date of the Transfer
Restriction Period to the date of approval of the said reorganization, etc. In addition, in the case provided
for above, the Company shall automatically acquire the Allotted Shares whose Transfer Restrictions havenot been lifted without consideration, at the time immediately following the lifting of the Transfer
Restrictions.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Company’s Board of
Directors.

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