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: 3762
June 8, 2022
To Shareholders with Voting Rights:
Takashi Yuri
President and CEO
TECHMATRIX CORPORATION
11-24 Mita 3-chome, Minato-ku,
Tokyo, JapanNOTICE OF
THE 38th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 38th Annual General Meeting of Shareholders of TECHMATRIXCORPORATION (the “Company”) will be held as described below.
In order to prevent the infection and spread of COVID-19, we kindly request you to exercise your voting
rights by mail or via the Internet in advance and refrain from attending the meeting in person on the day of themeeting regardless of your health condition.
Please exercise your voting rights in advance no later than 5:30 p.m. on Thursday, June 23, 2022, Japan
time, after reviewing the “Reference Documents for the General Meeting of Shareholders” provided
hereinafter.
1. Date and Time:

Friday, June 24, 2022 at 2:00 p.m. Japan time (Reception will start at 1:00 p.m.)

2. Place:

Conference Room “Akane” on 9th Floor, Kokusaikougyoumita No. 2 Building
11-24 Mita 3-chome, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 38th Fiscal Year (April 1, 2021 - March 31, 2022) and resultsof audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 38th Fiscal Year
(April 1, 2021 - March 31, 2022)-1-

Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Seven (7) Directors (Excluding Directors Who Are Audit &Proposal 2:
Supervisory Committee Members)
Determination of Remuneration for Performance-linked Monetary
Proposal 3:
Remuneration for Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members and Outside Directors)
Determination of Remuneration for Post-Delivery Type Performance-Linked
Proposal 4:
Share Remuneration for Directors (Excluding Directors Who Are Audit &Supervisory Committee Members and Outside Directors)
Revision to the Amount of Remuneration, etc. for Directors (Excluding
Proposal 5:
Directors Who Are Audit & Supervisory Committee Members)
Revision to the Amount of Remuneration, etc. for Directors Who Are Audit &Proposal 6:
Supervisory Committee Members-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

The amended provisions 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 be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments
Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 15 The Company may, with regard to
convocation of a general meeting ofshareholders, deem that it has provided
information to shareholders pertaining tomatters to be described or indicated in thereference documents for the general meetingof shareholders, business report,
non-consolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.

(Deleted)-3-

Current Articles of Incorporation

Proposed Amendments(Newly established)(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening
a general 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
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date for voting
rights.

(Newly established)

Supplementary provisions
1. The deletion of Article 15 before amendment(Internet Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the Articles
of Incorporation and the establishment of
Article 15 after amendment (Measures forElectronic Provision, Etc.) shall come into
effect on September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 before
amendment (Internet Disclosure and Deemed
Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date up to theend of February 2023.
3. These supplementary provisions shall bedeleted on March 1, 2023 or after the lapse of
three months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-4-

Proposal 2:

Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The term of office of all seven (7) Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same shall apply throughout this Proposal) will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, we hereby propose to electseven (7) Directors. The seven (7) candidates for Director consist of five (5) males and two (2) females.
The Company recognizes that the highest priority issue is to improve its medium-to long-term
corporate value through sustainable growth and enhanced stability of its business. Individuals with thefollowing abilities are therefore selected as candidates for Director: familiar with the Company’s businesswith strategic thinking; insightful into technological advances; knowledgeable about compliance andinternal control; well-informed about the markets facing the Company; experienced and knowledgeable
about corporate finance and management; and well-versed in corporate legal affairs with a high level ofexpertise.
The Company has established the “Personnel Committee,” a voluntary committee that consists ofPresident and two Outside Directors (Audit & Supervisory Committee Members who are Independent
Officers). The Personnel Committee discusses and nominates candidates for election as Directors as well
as discusses and decides on proposals on remuneration for Directors and Directors subject to removal.
Based on the nomination proposal formulated by the Personnel Committee, the Board of Directors
decides on candidates as a proposal to be submitted to the General Meeting of Shareholders.
In accordance with the “Policy for Determining the Opinions to Be Expressed at the General Meetingof Shareholders Regarding the Election, Removal or Resignation of Directors Who Are Not Audit &Supervisory Committee Members,” the Audit & Supervisory Committee has expressed its opinion thateach of the candidates is qualified to serve as Director of the Company after due consideration of his/her
extensive experience and abilities in addition to the status of execution of his/her duties and the businessperformance during the fiscal year under review.
The candidates for Director are as follows:

-5-

No.

Name

Current positions and responsibilities at the Company

1

Takashi Yuri

[Reappointment]

President
Chief Executive Officer

2

Yoshihisa Yoda

[Reappointment]

Director
Senior Operating Officer
Head of Application Services Business Unit

[Reappointment]

Director
Senior Operating Officer
Head of Information Infrastructure Business UnitManager of Network Security Division

3

Takaharu Yai

4

Takeshi Suzuki[Reappointment]

Director
Operating Officer
Deputy Head of Application Services Business UnitManager of CRM Solution Division

5

Hiroaki Yasutake[Reappointment][Outside][Independent]

Director

6

Michi Kaifu[Reappointment][Outside][Independent]

Director

7

Ari Horie[Reappointment][Outside][Independent]

Director

-6-

No.

Name
(Date of birth)

Takashi Yuri
(September 24, 1960)
1[Reappointment]

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

Joined Nichimen Corporation (currently Sojitz
Corporation)

June 1987

Transferred to the Company

September 1996

General Manager of Advanced System Sales
Department

March 1998

Director

March 2000

Joined the Company

April 2000

President

Number ofshares of theCompany held

319,300 shares

Director, FinancialCAD Corporation
July 2004

Attendance at the Board August 2007of Directors meetings: September 2007
100% (14/14)
August 2009

President and Chief Executive Officer, theCompany (to present)
Executive member, Ichigo LLC
Director, CROSS HEAD. (to present)
Director, CASAREAL, Inc.

[Reason for nomination as a candidate for Director]
Mr. Takashi Yuri has served as President of the Company for many years and has driven forward the expansionof the Company’s business performance through the management policy and strategy based on an accurate
grasp of the business environment. He has a wealth of experience and outstanding knowledge of the overallmanagement of the Company. Therefore, we propose to reelect him as a candidate for Director in order for theGroup to achieve further growth.

-7-

No.

2

Name
(Date of birth)

Yoshihisa Yoda
(April 19, 1964)[Reappointment]
Attendance at the Boardof Directors meetings:
100% (14/14)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987

Joined Nichimen Corporation (currently Sojitz
Corporation)

March 1990

Transferred to the Company

April 2000

Joined the Company as General Manager ofAdvanced System Sales Department

June 2001

Director and General Manager of Advanced
System Sales Department

July 2004

Director, Operating Officer and General Manager
of Advanced System Sales Department

July 2005

Director, Operating Officer and Manager ofMedical Systems Division

June 2012

Director, Senior Operating Officer and Manager
of Medical Systems Division

April 2017

Director, Senior Operating Officer, Head ofApplication Services Business Unit and Manager
of Medical Systems Division

April 2017

CEO, Ichigo LLC

April 2018

Director, Senior Operating Officer and Head ofApplication Services Business Unit, the Company(to present)

Number ofshares of theCompany held

200,600 shares

President and Chief Executive Officer, NOBORILtd.
CEO and Executive member, Ichigo LLC (topresent)
February 2019

Director, A-Line Co. Ltd.

April 2022

Representaive Director, PSP Corporation (topresent)[Reason for nomination as a candidate for Director]
Mr. Yoshihisa Yoda has led the business related to the application services sector for many years and has
played a leading role in launching, expanding and reforming the medical systems business. He has experienceand outstanding knowledge of the overall management of the Company. Therefore, we propose to reelect him
as a candidate for Director in order for the Group to achieve further growth.

-8-

No.

3

Name
(Date of birth)

Takaharu Yai(December 27, 1965)[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988

Joined Nichimen Corporation (currently Sojitz
Corporation)

June 1993

Transferred to the Company

May 2001

Joined the Company

July 2005

General Manager of Network Integration Sales
Department

October 2007

Head of Network Security Sales Division

August 2008

Manager of Network Security Division

September 2008

Director, Cross Head

June 2009

Director, Operating Officer and Manager of
Network Security Division, the Company

June 2012

Director, Senior Operating Officer and Manager of
Network Security Division

June 2015
Attendance at the Boardof Directors meetings: April 2017100% (14/14)

June 2020

Number ofshares of theCompany held

128,600 shares

Vice President, Cross Head (to present)
Director, Senior Operating Officer, Head ofInformation Infrastructure Business Unit andManager of Network Security Division, theCompany (to present)
Director, OCH Co., Ltd. (to present)[Reason for nomination as a candidate for Director]
Mr. Takaharu Yai has led the business related to network security for many years and has played a leading rolein expanding the Information Infrastructure Business Unit and making it our core business. He has experienceand outstanding knowledge of the overall management of the Company. Therefore, we propose to reelect him
as a candidate for Director in order for the Group to achieve further growth.

-9-

No.

4

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989

Joined Nichimen Corporation (currently Sojitz
Corporation)

January 1992

Transferred to the Company

April 2000

Joined the Company

July 2005

General Manager of Advanced System Sales
Department

October 2007

Manager of CRM Solution Division

June 2009
Takeshi Suzuki(January 21, 1967)

Operating Officer and Manager of CRM Solution
Division

June 2016

Director, Operating Officer and Manager of CRM
Solution Division[Reappointment]

April 2017

Director, Operating Officer, Deputy Head ofApplication Services Business Unit and Manager of
CRM Solution Division (to present)

Attendance at the Boardof Directors meetings:
June 2017100% (14/14)
July 2021

Number ofshares of theCompany held

83,700 shares

Director, CASAREAL, Inc. (to present)
Director, WISESIGHT (THAILAND) CO., LTD.
(to present)[Reason for nomination as a candidate for Director]
Mr. Takeshi Suzuki has led the CRM solution business for many years and has served as Operating Officer toplay a leading role in expanding the said business. He has experience and outstanding knowledge of the overallmanagement of the Company. Therefore, we propose to reelect him as a candidate for Director in order for theGroup to achieve further growth.

- 10 -

No.

Name(Date of birth)

Hiroaki Yasutake(July 2, 1971)
5[Reappointment][Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1997

Joined NIPPON TELEGRAPH AND
TELEPHONE CORPORATION

October 1998

Joined Rakuten, Inc. (currently Rakuten Group,Inc.)

May 2005

Executive Officer, Rakuten, Inc.

March 2007

Director and Executive Officer, Rakuten, Inc.

April 2007

Director and Managing Executive Officer,
Rakuten, Inc.

June 2010

Director and Managing Executive Officer deputy
in charge of DU, Rakuten, Inc.

June 2013

Outside Director, the Company (to present)

January 2014

Director and Managing Executive Officer incharge of DU, Rakuten, Inc. (currently Rakuten
Group, Inc.)

January 2016
Attendance at the Boardof Directors meetings: September 2016
100 (14/14)

Representative employee, Cardinal LLC (topresent)

February 2022

External Director, Money Forward, Inc. (topresent)

Number ofshares of theCompany held

0 sharesCo-founder and CSO, Junify Corporation (topresent)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Hiroaki Yasutake has a wealth of experience and outstanding knowledge in the Internet business andsystem development field. As we expect him to provide effective advice and opinions on the Company’s
management from a technological perspective and from a standpoint independent of the management team, we
propose to reelect him as a candidate for Outside Director. He is currently registered as an Independent Officerof the Company.

- 11 -

No.

Name(Date of birth)

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

Joined Honda Motor Co., Ltd.

June 1988

Joined Bain & Company, Inc.

Number ofshares of theCompany held

September 1989 Joined NIPPON TELEGRAPH AND
TELEPHONE CORPORATION

Michi Kaifu(March 12, 1960)
6

May 1996

Director, Business Development, NextWave
Telecom Inc.

August 1998

Chief Executive Officer, Started ENOTECH
Consulting, Inc. (to present)

June 2020

Outside Director, the Company (to present)

0 shares[Reappointment][Outside][Independent]
Attendance at the Boardof Directors meetings:
100% (14/14)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Michi Kaifu has a wealth of experience and outstanding knowledge in the Internet business and emerging
technologies field. As we expect her to provide effective advice and opinions on the Company’s managementfrom the perspective of management strategy as an entrepreneur and consultant and from a standpoint
independent of the management team, we propose to reelect her as a candidate for Outside Director. She iscurrently registered as an Independent Officer of the Company.

- 12 -

No.

Name(Date of birth)

Ari Horie(May 22, 1972)
7[Reappointment][Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
June 1997

Joined International Business Machines
Corporation

1999

Joined Prio, Inc. (currently Blucora, Inc.)

2000

Director of Marketing, Quious, Inc.

2001

Director of Product Marketing, Quaartz, Inc.
(currently Appiant Technologies, Inc.)

2002

Chief Executive Officer, Started Amity
International, LLC.

January 2013

Founder and Chief Executive Officer, Women’sStartup Lab, Inc. (to present)

September 2019

Director, Japan Innovation Network (to present)

June 2020

Outside Director, the Company (to present)

Number ofshares of theCompany held

0 shares

Attendance at the Boardof Directors meetings:
100% (14/14)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Ari Horie offers a training program for women entrepreneurs in Silicon Valley, U.S. and has a wealth ofexperience and outstanding knowledge in fostering next-generation leaders based on entrepreneurship. As we
expect her to provide effective advice and opinions on the Company’s management from the perspective of
women’s advancement in workplace and from a standpoint independent of the management team, we propose
to reelect her as a candidate for Outside Director. She is currently registered as an Independent Officer of theCompany.
Notes: 1. Mr. Yoshihisa Yoda served as President and Chief Executive Officer of NOBORI Ltd., aconsolidated subsidiary of the Company until March 31, 2022. NOBORI Ltd. merged withPSP Corporation effective April 1, 2022, with PSP Corporation as the surviving company and
NOBORI Ltd. as the absorbed company. PSP Corporation is a consolidated subsidiary of theCompany and Mr. Yoshihisa Yoda serves as its Representative Director. He also serves as the
CEO and Executive member of Ichigo LLC, a consolidated subsidiary of the Company.
Although the Company has transactions with these companies involving networking products
and maintenance management, etc., the respective net sales to these companies account for a
relatively small percentage (1% or less) of the Company’s net sales, and terms and conditions
applied to the transactions with these companies are the same as those with other companies.
2. There is no special interest between any of the other candidates and the Company.
3. Each of the candidates currently serves as Director of the Company. The Company has
concluded a directors and officers liability insurance (D&O Insurance) contract with aninsurance company, in which each of the candidates is included as the insured. The insurance
contract shall cover any damages and legal costs to be borne by the insured as a result of aclaim for damages due to any acts (including omissions) committed by the insured based on
his/her position as an Officer, etc. of the Company. The insurance premiums for all the
insured are fully paid by the Company. If the reappointment of the candidates is approved,
each of them shall continue to be included as the insured under the insurance contract. The
Company plans to renew the insurance contract with the same contents during their terms ofoffice.
4. Mr. Hiroaki Yasutake, Ms. Michi Kaifu and Ms. Ari Horie are candidates for Outside
Director.
If the appointment of Mr. Hiroaki Yasutake, Ms. Michi Kaifu and Ms. Ari Horie is approved,
the Company intends to register them as Independent Officers as set forth by the Tokyo Stock
Exchange.
5. Term of office of the candidates for Outside Director as Outside Directors of the Company:- 13 -

The term of office of Mr. Hiroaki Yasutake as Outside Director of the Company will be nine(9) years at the conclusion of this General Meeting of Shareholders.
The term of office of Ms. Michi Kaifu as Outside Director of the Company will be two (2)years at the conclusion of this General Meeting of Shareholders.
The term of office of Ms. Ari Horie as Outside Director of the Company will be two (2) years
at the conclusion of this General Meeting of Shareholders.
6. Mr. Hiroaki Yasutake served as Director of Rakuten, Inc. (currently Rakuten Group, Inc.)
until January 10, 2016. Net sales to Rakuten, Inc. account for a relatively small percentage(1% or less) of the Company’s net sales, and terms and conditions applied to the transactions
with Rakuten, Inc. are the same as those with other companies. Therefore, there is no
significant impact on his independence. In addition, the Company acquired a majority of its
own common stock held by Rakuten, Inc. (currently Rakuten Group, Inc.) as the Company’streasury stock on August 21, 2015. As a result, Rakuten, Inc. ceased to be the other affiliatedcompany of the Company.
7. Ms. Ari Horie is the Founder & CEO of Women’s Startup Lab, Inc. and although theCompany has transactions with Women’s Startup Lab, Inc. to provide employee training, net
sales to Women’s Startup Lab, Inc. account for a relatively small percentage (1% or less) of
the Company’s net sales, and terms and conditions applied to the transactions with Women’sStartup Lab, Inc. are the same as those with other companies. Therefore, there is no
significant impact on her independence.
(Reference)
Officers’ Skills Matrix
Corporate
management

Finance/
Accounting

Management Finance/
Judgment
experience or accounting
criteria
experience as knowledge(3 yearsanda full-timeor more)experience
director
Takashi
Yuri
Yoshihisa
Yoda
Takaharu
Yai
TakeshiSuzuki
HiroakiYasutake
Michi
Kaifu
Ari Horie
Hideyuki
SasakiKen
Takayama
Ryota
Miura
Akio
Sugihara

Human
resourcesdevelopment/
Diversity

Sales/
MarketingIndustryknowledge/
Technology

Internationalism

Legal, risk
management,
Sales orinternal
marketingcontrol, andexperience
audit
experience

Experience
working intheCompany’s
businessmarkets or
relatedmarkets

Experience inExperience intransactions
humanwith foreign
resources
countries ordevelopment
experience as
and training
an officer inor promoting
an overseas
diversity
company

Legal/Riskmanagement

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

*The details stated represent the specific skills and expertise expected of each officer in particular and do
not represent all of the skills and expertise possessed by each officer.

- 14 -

Proposal 3:

Determination of Remuneration for Performance-linked Monetary Remuneration for
Directors (Excluding Directors Who Are Audit & Supervisory Committee Members andOutside Directors)

The amount of monetary remuneration for Directors (excluding Directors who are Audit & Supervisory
Committee Members) of the Company was approved at the Annual General Meeting of Shareholders
held on June 26, 2020, as a fixed amount of remuneration of no more than 100 million yen per year(including 25 million yen per year for Outside Directors) (hereinafter, “Basic Remuneration
Framework”). Separate to Basic Remuneration Framework (Basic Remuneration Framework is proposed
to revise in Proposal 5), at the Annual General Meeting of Shareholders held on June 24, 2016, shareacquisition rights that can be allocated as stock option remuneration were approved as being no morethan 20 million yen per year (the total number of shares to be delivered will be no more than 200 per year,
and the number of shares underlying that number will be no more than 20,000 per year of the Company’scommon stock).
Shareholders are kindly asked to approve the establishment of a remuneration framework to deliver
new performance-linked monetary remuneration, separate from Basic Remuneration Framework (therevised Basic Remuneration Framework if the revisions proposed in Proposal 5 are approved), stock
option remuneration, and the remuneration framework proposed in Proposal 4 (subject to approval), for
Directors of the Company (excluding Directors who are Audit & Supervisory Committee Members andOutside Directors, hereinafter, “Eligible Directors”), with the aim of providing incentives and clarifying
the responsibilities of Directors to further improve performance.
The amount of monetary remuneration claims to be delivered by the Company to Eligible Directors
under this plan will be no more than 60 million yen per year. Details regarding the specific allocation toeach Eligible Director will be determined by the Board of Directors.
The Audit & Supervisory Committee has expressed no objection to the introduction of the plan in lightof its purpose. The Company currently has 11 Directors (four (4) of whom are Directors who are Audit &Supervisory Committee Members, seven (7) of whom are Outside Directors). If Proposal 2 is approved
as originally proposed, there will be 11 Directors (four (4) of whom are Directors who are Audit &Supervisory Committee Members, seven (7) of whom are Outside Directors).
1. Outline of the performance-linked monetary remuneration plan
The performance-linked monetary remuneration plan (hereinafter, the “Monetary Remuneration Plan”) isa performance-linked remuneration plan, under which numerical targets are set in advance for a period
determined by the Board of Directors (hereinafter, the “Evaluation Period”; the initial Evaluation Period
will be one fiscal year from April 1, 2022 to March 31, 2023, and the Evaluation Period will be eachfiscal year thereafter.) and a monetary amount calculated based on the percentage of achievement of such
numerical targets, etc. is delivered as remuneration, etc. for Eligible Directors. Therefore, under the
Monetary Remuneration Plan, the monetary remuneration amount will be determined based on thepercentage of achievement of numerical performance targets, etc., and at the time of introduction of theMonetary Remuneration Plan, a decision has not been made on whether such remuneration will bedelivered to each Eligible Director and the amount of monetary remuneration to be delivered has notbeen finalized.
2. Content of remuneration, etc. under the Monetary Remuneration Plan
(1) Method of calculating remuneration, etc. under the Monetary Remuneration Plan
Under the Monetary Remuneration Plan, the Company will determine the amount of monetary
remuneration to be delivered to each Eligible Directors by multiplying (i) the standard remuneration
amount set for each Eligible Director position by (ii) the achievement of numerical performancetargets determined by the Board of Directors, and (iii) the term of service ratio. The above-statedamount of monetary remuneration to be delivered to each of the Eligible Directors will be calculated
in accordance with the following formula.
[Formula]- 15 -

Amount of monetary remuneration to be delivered = Standard remuneration amount ((i)) ×
Achievement of performance targets ((ii)) × Term of service ratio ((iii))(i) “Standard remuneration amount” will be determined by the Board of Directors in accordancewith Eligible Directors’ position.
(ii) “Achievement of performance targets,” with respect to the monetary remuneration amount tobe delivered, will be determined by the Board of Directors in the range of 0% to 150%,
depending on the percentage of achievement of the evaluation indicators determined by the
Board of Directors for each fiscal year during the Evaluation Period.
(iii) “Term of service ratio” is the ratio of the number of months in office divided by the number ofmonths in the Evaluation Period.
(2) Maximum remuneration, etc. under the Monetary Remuneration Plan
The total amount of monetary remuneration to be delivered by the Company to the Eligible
Directors for each Evaluation Period under the Monetary Remuneration Plan will be no more than
60 million yen.
(3) Reasons for forfeiting the right to receive remuneration, etc. under the Monetary Remuneration Plan
Eligible Directors will forfeit all or part of their right to receive remuneration, etc. under the
Monetary Remuneration Plan if certain misconduct determined by the Board of Directors takes
place or Eligible Directors resign, etc. for certain reasons determined by the Board of Directors.
As stated above, the remuneration amount is within a reasonable range compared to the level at othercompanies in the same industry, and the Company has determined that delivering monetary remuneration
under the Monetary Remuneration Plan is appropriate given that the Plan delivers incentives for further
improvement in performance and clarifies responsibility.

- 16 -

Proposal 4:

Determination of Remuneration for Post-Delivery Type Performance-Linked Share
Remuneration for Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members and Outside Directors)

The amount of monetary remuneration for Directors (excluding Directors who are Audit & Supervisory
Committee Members) of the Company was approved at the Annual General Meeting of Shareholders
held on June 26, 2020, as a fixed amount of remuneration of no more than 100 million yen per year(including 25 million yen per year for Outside Directors) (hereinafter, “Basic Remuneration
Framework”). Separate to Basic Remuneration Framework (Basic Remuneration Framework is proposed
to revise in Proposal 5), at the Annual General Meeting of Shareholders held on June 24, 2016, shareacquisition rights that can be allocated as stock option remuneration were approved as being no morethan 20 million yen per year (the total number of shares to be delivered will be no more than 200 per year,
and the number of shares underlying that number will be no more than 20,000 per year of the Company’scommon stock).
Shareholders are kindly asked to approve the establishment of a remuneration framework to deliver
new post-delivery type performance-linked shares, separate from Basic Remuneration Framework (therevised Basic Remuneration Framework if the revisions proposed in Proposal 5 are approved), stock
option remuneration, and the remuneration framework proposed in Proposal 3 (subject to approval), for
Directors of the Company (excluding Directors who are Audit & Supervisory Committee Members andOutside Directors, hereinafter, “Eligible Directors”), with the aim of providing incentives and clarifying
the responsibilities of Directors to further improve performance, and promoting further value sharing
with shareholders by providing incentives in the form of share-based remuneration to improve theCompany’s corporate value.
The number of shares to be delivered by the Company to Eligible Directors under this share-based
remuneration plan will be no more than 60,000 shares per year, and the amount of monetary
remuneration claims to be paid will be no more than 60 million yen per year. Details regarding thespecific allocation to each Eligible Director will be determined by the Board of Directors.
The Audit & Supervisory Committee has expressed no objection to the introduction of the plan in lightof its purpose. The Company currently has 11 Directors (four (4) of whom are Directors who are Audit &Supervisory Committee Members, seven (7) of whom are Outside Directors). If Proposal 2 is approved
as originally proposed, there will be 11 Directors (four (4) of whom are Directors who are Audit &Supervisory Committee Members, seven (7) of whom are Outside Directors).
1. Outline of the performance-linked share remuneration plan
The post-delivery type performance-linked share remuneration plan (performance share-based unit plan)(hereinafter, the “Shared-based Remuneration Plan”) is a performance-linked remuneration plan, underwhich numerical targets are set in advance for a period determined by the Board of Directors (hereinafter,
the “Evaluation Period”; the initial Evaluation Period will be one fiscal year from April 1, 2022 to March
31, 2023, and the Evaluation Period will be each fiscal year thereafter) and the number of shares ofcommon stock in the Company calculated based on the percentage of achievement of such numericaltargets, etc. is granted as remuneration, etc. for Eligible Directors. Therefore, under the Shared-based
Remuneration Plan, the number of shares of common stock based on the percentage of achievement of
numerical performance targets, etc. will be delivered, and at the time of introduction of the Shared-based
Remuneration Plan, a decision has not been made on whether such remuneration will be delivered toeach Eligible Director and the number of shares to be delivered has not been finalized.
In addition, for the purpose of issuing or disposing the shares of common stock of the Company under
this Plan, an agreement on the allotment of restricted stock (hereinafter, the “Allotment Agreement”),
which includes the following terms in general, will be entered into between the Company and the
Eligible Directors.
(1) Eligible Directors may not transfer, establish collateral of, or otherwise dispose of the common stockof the Company allocated to them under the Allotment Agreement (“Allotted Shares”) during aperiod of three years or more to be determined by the Board of Directors (hereinafter, “Transfer
Restriction Period”) (hereinafter, “Transfer Restrictions”).

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(2) If Eligible Directors violate laws and regulations, internal rules or the Allotment Agreement, or if
there arises reasonable grounds for the Company, as determined by the Board of Directors, toacquire shares without consideration, the Company will acquire such shares without consideration.
(3) If matters related to a merger agreement in which the Company is to be the absorbed company, ashare exchange agreement or a share transfer plan in which the Company is to become awholly-owned subsidiary, or other organizational restructuring, etc., are approved by the General
Meeting of Shareholders of the Company (or by the Board of Directors of the Company, where suchorganizational restructuring, etc. does not require approval of the General Meeting of Shareholdersof the Company) during the Transfer Restriction Period, the Company will, by the resolution of theBoard of Directors, lift the Transfer Restrictions for all of the Allotted Shares prior to the effective
date of such organizational restructuring, etc.
2. Content of remuneration, etc. under the Shared-based Remuneration Plan
(1) Method of calculating remuneration, etc. under the Shared-based Remuneration Plan
Under the Plan, the Company will determine the number of shares to be allotted to each Eligible
Directors by multiplying (i) the standard number of shares to be delivered set for each Eligible
Director position by (ii) the achievement of numerical performance targets determined by the Boardof Directors, and (iii) the term of service ratio.
The Company will pay Eligible Directors a monetary remuneration claim of an amount calculated
by multiplying the number of shares to be allotted to Eligible Directors by the amount to be paid infor the Company’s shares of common stock to be allotted, and allot shares of common stock to each
Eligible Director in exchange for each Eligible Directors’ contribution in kind of such monetary
remuneration claim. The amount to be paid in for the Company’s shares of common stock to be
allotted shall be an amount determined by the Board of Directors, within a scope in which theamount is not particularly favorable to Eligible Directors, based on the closing price of ordinarytransactions of shares of common stock of the Company on the Tokyo Stock Exchange on thebusiness day immediately preceding each date of the resolution by the Board of Directors pertaining
to the determination of the above-stated allocation (or, if there was no trade on such day, the closing
price on the immediately preceding day on which there was any trade). The above-stated amount ofmonetary remuneration claims to be paid to each of the Eligible Directors and the number of shares
to be allotted will be calculated in accordance with the following formula.
[Formula]
Number of shares to be allotted = Standard number of shares to be delivered ((i)) ×
Achievement of performance targets ((ii)) × Term of service ratio ((iii))(i) “Standard number of shares to be delivered” will be determined by the Board of Directors inaccordance with Eligible Directors’ position.
(ii) “Achievement of performance targets,” with respect to the number of shares to be allotted, will
be determined by the Board of Directors in the range of 0% to 150%, depending on thepercentage of achievement of the evaluation indicators determined by the Board of Directors
for each fiscal year during the Evaluation Period.
(iii) “Term of service ratio” is the ratio of the number of months in office divided by the number ofmonths in the Evaluation Period.
(2) Maximum remuneration, etc. under the Share-based Remuneration Plan
The number of shares to be delivered by the Company to the Eligible Directors for each Evaluation
Period under the Share-based Remuneration Plan will be no more than 60,000 shares in total, andthe amount of monetary remuneration claims to be paid will be no more than 60 million yen in total.
(3) Reasons for forfeiting the right to receive remuneration, etc. under the Share-based Remuneration
Plan
Eligible Directors will forfeit all or part of their right to receive remuneration, etc. under the
Share-based Remuneration Plan if certain misconduct determined by the Board of Directors takes
place or Eligible Directors resign, etc. for certain reasons determined by the Board of Directors.

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(4) Adjustments due to a share consolidation or split, etc.
In the event that by the time the shares are delivered under the Share-based Remuneration Plan, thetotal number of issued shares of the Company has increased or decreased due to a shareconsolidation or a share split (including the allotment of shares without contribution, and the same
applies hereinafter), the number of shares relating to the calculation for the Plan will be adjusted bymultiplying the ratio of the share consolidation or the share split.
As stated above, the amount to be paid in for the Allotted Shares is an amount within a scope that is notparticularly favorable, and the Company has determined that delivering Allotted Shares under the
Share-based Remuneration Plan is appropriate given that the dilution rate is also minor and the Plandelivers incentives for further improvement in performance and clarifies responsibility.

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Proposal 5:

Revision to the Amount of Remuneration, etc. for Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members)

The maximum amount of remuneration for Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same shall apply in this proposal) was resolved at the Annual
General Meeting of Shareholders held on June 26, 2020, as no more than 100 million yen per year(including 25 million yen per year for Outside Directors). Within this context, the Company proposes torevise the maximum amount of remuneration for Directors to up to 160 million yen per year (including
35 million yen for Outside Directors), in line with the recent review of the officer compensation system,taking into consideration the balance between performance-linked remuneration and basic remuneration,and in light of recent trends in the Company’s performance and the compensation levels of directors atother companies in the same industry, and to make the level of officer remuneration more attractive forcandidates for Directors. The Company proposes that the amount of remuneration, etc. for Directors does
not include remuneration as employees concurrently serving as Director.
The Company believes that this revision is appropriate, in line with the recent review of the officer
compensation system, taking into comprehensive consideration factors such as the balance between
performance-linked remuneration and basic remuneration, as well as recent trends in the Company’s
performance and the compensation levels of directors at other companies in the same industry.
The Audit & Supervisory Committee has expressed no objection in light of past performance trends,
the appropriateness of remuneration in comparison to other companies in the same industry to secure
excellent personnel, and recent changes in economic conditions and the business environment, etc.
The Company currently has seven (7) Directors (including three (3) Outside Directors). If Proposal 2
is approved as originally proposed, there will be seven (7) Directors (including three (3) Outside
Directors).
Proposal 6:

Revision to the Amount of Remuneration, etc. for Directors Who Are Audit &Supervisory Committee Members

The maximum amount of remuneration for Directors who are Audit & Supervisory Committee Members
was resolved at the Annual General Meeting of Shareholders held on June 19, 2015, as no more than 35
million yen per year. Within this context, the Company proposes to revise the maximum amount of
remuneration for Directors who are Audit & Supervisory Committee Members to up to 50 million yen
per year, in light of recent trends in the Company’s performance and the compensation level of directors
at other companies in the same industry, and to make the level of officer remuneration more attractive forcandidates for Directors who are Audit & Supervisory Committee Members, given that actual paymentsof remuneration is approaching the maximum amount of remuneration.
The Company believes that this revision is appropriate, taking into comprehensive consideration
factors such as recent trends in the Company’s performance and the compensation levels of directors atother companies in the same industry.
The Company currently has four (4) Directors who are Audit & Supervisory Committee Members(including four (4) Outside Directors).

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