This document is an unofficial English translation of a part of the Japanese original text of the
Notice of the 102nd Annual General Meeting of Shareholders of H2O RETAILINGCORPORATION. The Company provides this translation for reference and convenience
purposes only and without any warranty as to its accuracy or otherwise. In the event of any
discrepancy between this English translation and the Japanese original, the latter shall prevail.

(Securities Code 8242)
May 31, 2021

Naoya Araki
President and Representative Director
H2O RETAILING CORPORATION
8-7 Kakuda-cho, Kita-ku, Osaka
Dear shareholders:

Notice of the 102nd Annual General Meeting of Shareholders
You are cordially invited to attend the 102nd Annual General Meeting of Shareholders, thedetails of which are given below.
Please exercise your voting rights by mail or via the Internet or similar means. You are kindly
requested to read the "Information regarding Exercising Voting Rights" (pp. 3-4) and exercise
your voting rights by 6:00 p.m. on Monday, June 21, 2021.

Basic Philosophyof the H2O Retailing GroupTo remain indispensable to the local communities
through our activities of providing a model oflifestyle to local residents

1Details
1. Date and Time: Tuesday, June 22, 2021, 10:00 a.m.
2. Venue: Main Hall, Umeda Arts Theater
19-1 Chayamachi, Kita-ku, Osaka* Please see the access map at the end of this document.
3. Agenda of the Meeting:
Matters to be Reported
1. Reports on the Business Report, Consolidated Financial Statements, and Financial
Statements for the 102nd fiscal term (from April 1, 2020 to March 31, 2021)
2. Report on the audit results of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee
Matters to be Resolved
Proposal No. 1: Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 2: Matters to Determine the Amounts and Contents of Stockcompensation-type Stock Options for Directors (excluding Directors
who are Audit and Supervisory Committee Members)
Proposal No. 3: Matters to Determine the Amounts and Contents of Stockcompensation-type Stock Options of Directors who are Audit
and Supervisory Committee Members
4. Notes Regarding How to Exercise Voting Rights:
Please refer to the "Information regarding Exercising Voting Rights" (pp. 3-4).
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed voting card to a receptionist at
the venue of the meeting.
◎ "Matters concerning the Company's stock options, etc." in the business report, "notes toconsolidated financial statements" in the consolidated financial statements and "notes tofinancial statements" in the financial statements are posted on the Company's website(https://www.h2o-retailing.co.jp/ja/ir/stock/meeting.html) based on the provisions of laws
and regulations and Article 16 of the Company's articles of incorporation. Therefore,such information is not included in the documents attached to this convocation notice.
The business report, the consolidated financial statements and the financial statements
which are audited by the Audit and Supervisory Committee and the accounting auditor
include the documents mentioned in those attached to this convocation notice and thematters stated in the Company's website as above.
◎ If necessity arises to amend the reference document for the shareholders meeting, thebusiness report, the consolidated financial statements, or the financial statements by the
day prior to the shareholders meeting, any matters amended will be posted on thefollowing website (https://www.h2o-retailing.co.jp/ja/ir/stock/meeting.html).
◎ We already ended the practice of handing out gifts to attendees of the Annual
General Meeting of Shareholders. Thank you for your understanding.

2

Information regarding Exercising Voting Rights
You can exercise your voting rights by any of the following means.
 Exercising voting rights by attending the Annual General Meeting of Shareholders
Please submit the enclosed Voting Card to a receptionist at the venue of the Meeting.
Please bring this convocation notice with you.
 Exercising voting rights by mailPlease return the enclosed Voting Card (with approval or disapproval indicated for each
proposal) to reach us before the exercise time limit. Any vote without approval ordisapproval indicated for a particular proposal will be counted as a vote for approval of thepertinent proposal.
Exercise time limit: 6:00 p.m. on Monday, June 21, 2021
 Exercising voting rights via the Internet or similar means
Please access the voting website which is designated by the Company either by entering
the URL (https://evote.tr.mufg.jp/) or by scanning the QR code on the Voting Card withyour smartphone and exercise your voting rights before the exercise time limit. If you haveany questions, etc., please contact the Help Desk.
Exercise time limit: 6:00 p.m. on Monday, June 21, 2021
 Handling of multiple votes cast by the same shareholder(1) If a voting right is exercised both by mail and via the Internet or similar means, the vote cast
via the Internet will be considered to be the valid vote.
(2) If a voting right is exercised via the Internet twice or more, the last vote cast will beconsidered to be the valid vote. If a voting right is exercised via a personal computer,smartphone, and/or mobile phone, the last vote cast will be considered to be the valid vote.
 Information regarding the Electronic Voting Platform
For nominee shareholders (including their standing proxies), such as trust banks or custodianbanks, the Electronic Voting Platform is also available if they sign up in advance. The platform
is operated by ICJ, Inc., a joint venture company established by Tokyo Stock Exchange, Inc.
and other companies.
◎ If you are able to attend the annual general meeting of shareholders, it is notnecessary to follow the procedures to exercise voting rights by mail or via theInternet or similar means.
◎ If you choose to exercise your voting rights by proxy, the proxy will be requested tosubmit a letter of proxy and a Voting Card to a receptionist at the venue of the
Meeting. Only a shareholder who has voting rights at the meeting can serve as aproxy.
 Exercising voting rights via the Internet or similar means
Scanning the QR code with your smartphone(1) Scan the QR code.
Use your smartphone to scan the login QR code found at the bottom right of the enclosed
Voting Card.
(2) Choose the method you wish to use to exercise your voting rights.
3

A screen asking you to choose how you wish to vote on proposals will be displayed. Choose
your desired method.
(3) Vote on each proposal.
Follow the instructions on the screen to vote on each proposal to complete the process.
You may only scan the QR code to exercise your voting rights once. If you attempt to log inagain, you will need to enter the login ID and temporary password printed on the right-handside of the Voting Card in order to do so.

Entering your login ID and temporary password(1) Access the voting website.
https://evote.tr.mufg.jp/(2) Enter the login ID and temporary password found on the Voting Card.
(3) After entering a new password and then reentering the same password to confirm, follow
the instructions on the screen to vote for each proposal to complete the process.
*Costs arising from accessing the voting website (e.g., Internet connection fees, packet
charges) will be borne by shareholders who access the website.
*The voting website will not be available for use from 2:00 a.m. until 5:00 a.m. daily.

For inquiries about the system etc., please contact:
Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Tel. (toll-free): 0120-173-027 (available from 9:00 a.m. to 9:00 p.m.)4

Reference Document for the Shareholders Meeting
Proposals and reference matters
Matters related to Director nomination and compensation
In nominating the Company's Directors and deciding Directors' compensation and other matters,
the Company has established a Nominating and Compensation Advisory Committee. Proposals
concerning the nomination of Director candidates and the compensation for Directors are
examined and recommended to the Board of Directors by the committee and then decided by
the board, in view of the basic principles of corporate governance stipulated by the Company.
The Audit and Supervisory Committee has confirmed the administration method of theNominating and Compensation Advisory Committee and pertinent matters and found nothing topoint out in particular.
In accordance with the basic principles of corporate governance, the nomination standards for
Director candidates—the "concept of diversity and balance of the Board of Directors" and"standards of independence of outside directors"—have been defined as described below.
(For your reference)"Concept of diversity and balance of the Board of Directors"

Internal director candidates will be nominated among the personnel of the Company'sGroup who have appropriate capabilities, experience, and knowledge of planning andexecution of the Group's management strategies, financing and accounting, andcompliance matters and are regarded as appropriate human resources to sustainably
increase the corporate value of the Group and those who are representatives of main
subsidiaries, while outside director candidates will be nominated among persons
experienced in the corporate management in any industry, attorneys at law, and persons
who have expertise useful for the Company Group's business, etc., so that the Board of
Directors will maintain an appropriate size to keep its diversity and balance as well as toenable rapid decision-making. At least one Director who is an Audit and Supervisory
Committee member will be nominated among persons who have profound experience andextensive knowledge concerning financing and accounting.
"Standards of independence of outside directors"
The Company's outside directors will be determined to be independent, unless they fall under
any of the following items:
1. Any person who conducts transactions with the Company and its subsidiaries (hereinafterthe "Company Group") as main clients (see Note 1), its executive director, executive officer
or equivalent, manager or any other employee (hereinafter the "Executive Person");
2. Any person who is a main client of the Company Group (see Note 2) or its Executive Person;
3. Any professional, including an attorney at law, certified public accountant, tax accountant,or consultant, who receives money or other property benefits in excess of a certain amount(see Note 3), in addition to the remuneration as director or corporate auditor given by theCompany Group;
4. Any person who belongs to the audit corporation which is an accounting auditor of theCompany Group and actually performs the audit work;
5. The Company's main shareholder (the person holding 10% or more of the voting rights,
including indirect holding) or its Executive Person;
6. Any Executive Person of a company of which the Company Group is a main shareholder;
7. In the case where the Company Group's executive director, director who is a full-time Audit
and Supervisory Committee member or full-time corporate auditor concurrently works as
outside director or outside corporate auditor of other company, any Executive Person of theCompany;
8. Any Executive Person of the Hankyu Hanshin Toho Group (including the Company Group);
9. Any person who is granted donation by the Company Group in excess of a certain amount5

(see Note 4), or in the case where any organization, including corporation and association,is granted such donation, its Executive Person;
10. Any person who has fallen under any of the above items, 1 through 9, during the past five
years (in the case of the Company Group's Executive Person in above item 8, during thepast 10 years);
11. Any person whose spouse or relative within the second degree falls under any of the above
items, 1 through 10, (excluding items 3 and 4, limited to the Important Person (see Note 5));and
12. Any person for whom it is found that there are specific reasons to cause a conflict of interest
between the person and the Company.
Note 1: "Any person who conducts transactions with the Company Group as main clients" means theCompany Group's client who provides products or services to the Company Group and theamount of the client's transactions with the Company Group in the latest business year exceeds
100 million yen or 2% of the client's consolidated annual sales, whichever is larger.
Note 2: "Any person as main client of the Company Group" means: (1) a client to whom the Company
Group provides products or services and the amount of the Company Group's transactions withthe client in the latest business year exceeds 2% of the Company's consolidated annual sales; or(2) a client to whom the Company Group owes debts and who loans more than 2% of theCompany Group's consolidated total assets to the Company Group as of the end of the latest
business year.
Note 3: "Certain amount" means: (1) in the case where an individual personally provides the Company
Group with professional services and receives consideration (excluding remuneration as director
or corporate auditor) from the Company Group in the latest business year, 10 million yen a year;or (2) in the case where the individual belongs to the organization, including corporation andassociation, which provides the Company Group with services and receives consideration fromthe Company Group in the latest business year, 2% of the organization's annual total revenues.
Note 4: "Certain amount" means 10 million yen a year in the latest business year.
Note 5: The "Important Person" means an executive person who is a director, executive officer of acompany with nominating committee, executive officer or general manager or higher-ranking
position, or an executive person who has the authority equivalent to that of the foregoing persons.

Nominating and Compensation Advisory Committee
To ensure fairness and transparency in nominating the Company's Directors and deciding
Directors' compensation, the Company has established a Nominating and Compensation
Advisory Committee as a voluntary advisory committee for the Board of Directors. The
Nominating and Compensation Advisory Committee consists of a plural number of
independent outside directors, including Audit and Supervisory Committee members and thePresident. The composition of the members of the Committee after the General Meeting of
Shareholders will continue to be as follows:
Committee members

Chair

Committee member

Committee member

6

Naoshi Ban(Director and Audit and Supervisory
Committee Member, independent
outside)Kenjiro Nakano(Director and Audit and Supervisory
Committee Member, independent
outside)Naoya Araki(President and Representative Director)

Proposal No. 1: Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all five (5) Directors (excluding Directors who are Audit and Supervisory
Committee members; hereinafter the same in this proposal) will expire at the conclusion of thisAnnual General Meeting of Shareholders. It is hereby proposed that five (5) Directors will beelected.
The Director candidates are given below.

Candidate
No.

Name

1

Atsushi Suzuki

Chairman of the Board

Subject to re-election

2

Naoya Araki

President andRepresentative Director

Subject to re-election

3

Katsuhiro Hayashi

Representative Directorand Executive Vice
President

Subject to re-election

4

Toshihiko Yamaguchi Representative Director

Subject to re-election

5

Kazuo Sumi

Present position in the Company

Director

7

Subject to re-election

CandidateNo.

1
Atsushi Suzuki(Date of birth: April 5, 1956)
Number of company shares
held by the candidate:

Subject to re-election

26,100Brief history of positions and duties
April 1980
October 2000
April 2003

Joined Hankyu Department Stores, Inc.
Executive Manager, SC Division, Hankyu Department Stores, Inc.
Representative Director and Senior Managing Executive Officer,
Hankyu Shopping Center Development Co., Ltd.
April 2006
Executive Officer, Hankyu Department Stores, Inc.
October 2008
Executive Officer, Hankyu Hanshin Department Stores, Inc.
April 2013
Director and Managing Executive Officer, Hankyu Hanshin Department Stores, Inc.
March 2014
Director, H2O RETAILING CORPORATION
April 2014
President and Representative Director, H2O RETAILING CORPORATION
April 2020
Chairman of the Board, as well as Chair of the Board, H2O RETAILING CORPORATION(present position)
Reason that he is nominated as Director candidate
Mr. Atsushi Suzuki has a wide range of work experience, including a career at Hankyu Hanshin Department
Stores, Inc., the core of the Company Group, and being involved in the development of shopping centers.
During his appointment as President of the Company (from April 2014 to March 2020), he promoted theconstruction of the food business after the business integration with Izumiya Co., Ltd. In addition, hestrengthened governance by shifting to a company that has an audit and supervisory committee. Furthermore,since April 2020, as Chairman of the Company and Chairman of the Board of Directors, he has been working
to improve effectiveness by enhancing deliberations at the Board of Directors. He has profound experienceand broad knowledge as a management executive, and we have determined that he is appropriate for thesustainable improvement of the Group's corporate value. Therefore, he continues to be nominated as a
Director candidate.
CandidateNo.

2
Naoya Araki(Date of birth: May 14, 1957)
Number of company shares
held by the candidate:

Subject to re-election

13,400Brief history of positions and duties
April 1981
April 2003
April 2004
October 2008
June 2010
March 2012
June 2012
April 2020

Joined Hankyu Department Stores, Inc.
General Manager, Suburban Store Development Office, Hankyu Department Stores, Inc.
Executive Officer, Hankyu Department Stores, Inc.
Executive Officer, Hankyu Hanshin Department Stores, Inc.
Director and Executive Officer, Hankyu Hanshin Department Stores, Inc.
President and Representative Director, Hankyu Hanshin Department Stores, Inc.
Representative Director, H2O RETAILING CORPORATION
President and Representative Director, H2O RETAILING CORPORATION (present
position)
April 2020
Chairman and Representative Director, Hankyu Hanshin Department Stores, Inc. (present
position)
Status of concurrent important positions held
Chairman and Representative Director, Hankyu Hanshin Department Stores, Inc.
Reason that he is nominated as Director candidate
After joining Hankyu Department Stores, Inc., Mr. Naoya Araki was mainly involved in developing new storesof Hankyu Hanshin Department Stores, Inc. the core of the Company Group, including the Hakata Hankyu
and Nishinomiya Hankyu stores. During his appointment as President of Hankyu Hanshin Department Stores,
Inc. (from March 2012 to March 2020), he contributed significantly to the construction of its businessfoundation by significantly improving the profitability of the department store business, including that of the
Hankyu Umeda Main Store. Since April 2020, amid the drastic changes in the business environment due tothe COVID-19 pandemic, he formulated a new group vision as the President of H2O RETAILINGCORPORATION and the Chairman of Hankyu Hanshin Department Stores, Inc. We have determined that heis appropriate for the sustainable improvement of the Company Group's corporate value based on his
abundant experience, record of accomplishment, and insight, in addition to his exertion of strong leadership in
the Group's management strategy as President of H2O RETAILING CORPORATION. Therefore, he continues
to be nominated as a Director candidate.

8

CandidateNo.

3
Katsuhiro Hayashi(Date of birth: January 20, 1958)
Number of company shares
held by the candidate:

Subject to re-election

16,900Brief history of positions and duties
April 1982
April 2002
April 2005
June 2009
June 2009
April 2012
April 2014
April 2014
April 2015

Joined Hankyu Department Stores, Inc.
General Manager, Public Relations Office, Hankyu Department Stores, Inc.
General Manager, Compliance Office, Hankyu Department Stores, Inc.
Director and Executive Officer, H2O RETAILING CORPORATION
Executive Officer, Hankyu Hanshin Department Stores, Inc.
Director and Executive Officer, Hankyu Hanshin Department Stores, Inc.
Director and Managing Executive Officer, H2O RETAILING CORPORATION
Director and Managing Executive Officer, Hankyu Hanshin Department Stores, Inc.
Representative Director and Senior Managing Executive Officer, H 2O RETAILINGCORPORATION
April 2015
In charge of the General Affairs and Human Resources Office (present position) and the
Public Relations Office, H2O RETAILING CORPORATION
April 2015
Representative Director and Senior Managing Executive Officer, Hankyu Hanshin
Department Stores, Inc.
April 2017
Representative Director and Executive Vice President, H2O RETAILING CORPORATION(present position)
November 2019 President and Representative Director, H2O Foods Group Co., Ltd. (present position)
Status of concurrent important positions held
President and Representative Director, H2O Foods Group Co., Ltd.
Reason that he is nominated as Director candidate
Mr. Katsuhiro Hayashi has achieved excellent results in business administration, including those related tohuman resources, general affairs, public relations, and has good capabilities and knowledge concerning
planning and implementation of compliance matters. Since 2019, he has been responsible for the Company
Group's food business and serving as President of H2O Foods Group Co., Ltd., which takes charge of the foodbusiness. Furthermore, he has led the structural reform of the food business, including Izumiya's businessmodel conversion into a general merchandise store (GMS) and the organizational restructuring of the overall
food business field. We have determined that he is appropriate for the sustainable improvement of the Group's
corporate value based on his abundant experience, record of accomplishment, and insight. Therefore, hecontinues to be nominated as a Director candidate.

9

CandidateNo.

4Toshihiko Yamaguchi
Subject to re-election(Date of birth: August 21, 1963)
Number of company shares
held by the candidate:

5,600

Brief history of positions and duties
April 1986
April 2009

Joined Hankyu Department Stores, Inc.
Store Manager, Kawanishi Hankyu Department Store of Hankyu Hanshin Department
Stores, Inc.
April 2011
Sales Service Executive Manager, Yurakucho Hankyu Department Store of Hankyu
Hanshin Department Stores, Inc.
August 2011
Sales Service Executive Manager, Hankyu Men's Tokyo of Hankyu Hanshin Department
Stores, Inc.
April 2012
Store Manager, Hankyu Men's Tokyo of Hankyu Hanshin Department Stores, Inc.
April 2014
Executive Officer, Hankyu Hanshin Department Stores, Inc.
April 2018
Director and Executive Officer, Hankyu Hanshin Department Stores, Inc.
April 2020
President and Representative Director, Hankyu Hanshin Department Stores, Inc. (present
position)
June 2020
Representative Director, H2O RETAILING CORPORATION (present position)
Status of concurrent important positions held
President and Representative Director, Hankyu Hanshin Department Stores, Inc.
Reason that he is nominated as Director candidate
After joining Hankyu Department Stores, Inc., Mr. Toshihiko Yamaguchi was in charge of a wide range of fields,
including the management of main stores, store planning, marketing, and sales for Hankyu Hanshin
Department Stores, Inc., the core of the Company Group. Since April 2020, as President of Hankyu Hanshin
Department Stores, Inc., amid the drastic changes in the business environment due to the COVID-19
pandemic, he has been leading the creation of new value for department stores. Furthermore, he has beenpromoting Online Merges with Offline (OMO) strategies. We have determined that he is appropriate for thesustainable improvement of the Group's corporate value based on his abundant experience, record ofaccomplishment, and insight. Therefore, he continues to be nominated as a Director candidate.

10

CandidateNo.

5
Kazuo Sumi
Subject to re-election(Date of birth: April 19, 1949)
Number of company shares
held by the candidate:

28,700Brief history of positions and duties
April 1973
June 2000
June 2002
June 2003
October 2007
June 2017

Joined Hankyu Corporation (currently Hankyu Hanshin Holdings, Inc.)
Director, Hankyu Corporation
Managing Director, Hankyu Corporation
President and Representative Director, Hankyu Corporation
Director, H2O RETAILING CORPORATION (present position)
Chairman and Representative Director, Group CEO, Hankyu Hanshin Holdings, Inc.
(present position)
Status of concurrent important positions held
Chairman and Representative Director, Group CEO, Hankyu Hanshin Holdings, Inc.
Chairman and Representative Director, Hankyu Corporation
Outside Director, ASICS Corporation
Reason that he is nominated as Director candidate
Mr. Kazuo Sumi has profound experience and a record of accomplishment as Chairman and Group CEO of
Hankyu Hanshin Holdings, Inc. At Board of Directors meetings, he proactively delivers various opinions,recommendations, etc., from the perspective of management and the perspective of management strategy of
the Hankyu Hanshin Toho Group. Therefore, he continues to be nominated as Director (non-executive director)
candidate so that his capabilities, experience, etc. will be utilized in the management of the Company Group.

Notes:
1. Mr.Kazuo Sumi (a candidate to be a Director) holds a concurrent position as theRepresentative Director and Chairman of Hankyu Corporation. The Company has real estatelease contracts with Hankyu Corporation.
2. The Company has no special interest with other candidates.
3. The Company has a liability insurance contract for all of its directors (including directors who
are Audit and Supervisory Committee members). The purpose of this insurance is tocompensate for the legal damages and dispute costs incurred by the insured due to claims
for damages being made to the insured. If director candidates are elected and take office,they will be insured under the insurance policy. The outline of the contents of the insurance
contract is also described on page 32 of the business report (7. Outline of the Contents of
the Liability Insurance Contract for Directors, etc.). The insurance contract was renewed on
May 1, 2021, with the same content.
4. On October 1, 2007, our trade name changed from Hankyu Department Stores, Inc. to H2O
RETAILING CORPORATION in line with the transition to a holding company structure (basedon the management integration with The Hanshin Department Store, Ltd.). At the same time,
a company split was conducted to have the Department Store Business succeeded to a
newly established company (Hankyu Department Stores, Inc.).
On October 1, 2008, Hankyu Department Stores, Inc. acquired The Hanshin Department
Store, Ltd. through an absorption-type merger, and the trade name changed to Hankyu
Hanshin Department Stores, Inc.

11

References
Matters common to Proposals No. 2 and No. 3■ Decision policy on the content of individual remuneration for directors
The Company resolved a decision policy on the content of individual remuneration for
directors at the Board of Directors meeting held on February 25, 2021. The outline of theresolution is described on pages 33 to 36 of the business report.
■ Proposals No. 2 and No. 3
The revised Companies Act, which came into effect on March 1, 2021, clarified the matters to
be resolved regarding stock-compensation-type stock options. In this connection, regarding theamount and content of compensation for stock-compensation-type stock options of theCompany's directors approved at the 100th Ordinary General Meeting of Shareholders on June20, 2019, we would like to add a Clause for Acquisition of Share Options and ask for yourapproval.
In both proposals, the amount and content of compensation for stock-compensation-type
stock options (excluding (7) Provisions for the acquisition of share options) are the same as
those approved at the 100th Ordinary General Meeting of Shareholders. Furthermore, thecontents of (7) Provisions for the acquisition of share options are the same as those stipulated
in the subscription requirements for stock acquisition rights for current stock-compensation-type
stock options.
In addition to the above, the stock-compensation-type stock options will be granted under thebasic policy of compensation for directors, etc. stipulated in the Company's basic principles ofcorporate governance. We consider that both proposals are appropriate.
(Reference)
Share options as stock-compensation-type stock options will be issued to the directors of
the Company, subject to your approval for Proposals No. 2 and 3. The same options will also
be issued mutatis mutandis to the executive officers not concurrently serving as directors of
the Company and the directors, corporate auditors (corresponding to Audit and Supervisory
Committee members), and executive officers of Hankyu Hanshin Department Stores, Inc., asubsidiary to the Company. All these options are subject to a resolution of the Board of
Directors of the Company under the Companies Act.

12

Proposal No. 2: Matters to Determine the Amounts and Contents of Stockcompensation-type Stock Options for Directors (excluding Directors
who are Audit and Supervisory Committee Members)
We wish to set the annual compensation for stock-compensation-type stock options of ourdirectors (excluding directors who are Audit and Supervisory Committee members) to a
maximum of 129 million yen (nine million yen for outside directors), separately from the basic
compensation. Within this frame, we would like to set the annual compensation for stockcompensation-type stock options with service conditions to a maximum of 93 million yen (ninemillion yen for outside directors) and the annual compensation amount for stock-compensationtype stock options with performance-linked conditions to a maximum of 36 million yen. No
outside directors (excluding directors who are Audit and Supervisory Committee members) havebeen currently elected. However, in anticipation of the possibility of future appointment, werequest your approval to the same amount of remuneration approved at the 100th Ordinary
General Meeting of Shareholders.
At the time of the allocation of share options as stock-compensation-type stock options, weplan to grant the compensation claims to the target directors of the same amounts to be paid in
set on the fair value and to offset the claims against the debts to pay the amounts.
The number of directors of the Company (excluding directors who are Audit and Supervisory
Committee members) shall be five (with no outside directors) if Proposal No. 1 is approved as
it is.
■ Details of stock-compensation-type stock options with service conditions
The details of the share options issued to directors (excluding directors who are Audit andSupervisory Committee members) as stock-compensation-type stock options with service
conditions will be as follows:(1) Total number of share options
The total number of share options issued within each business year will be limited to 310.
(2) Type and number of shares as the object of the share options
The type of shares for which the share options are intended will be common shares, andthe number of shares for each share option (hereinafter referred to as the "number of shares
granted") will be 100. However, if it is necessary to adjust the number of shares to be
granted, the Company will make necessary adjustments. Such conditions include cases
where the Company conducts a merger, company split, share exchange, or share transfer,a stock split of the Company's common stock (e.g., a gratis allotment of the Company's
common stock), and a reverse stock split. The maximum number of shares delivered byexercising share options issued within each business year will be 31,000. If the number ofshares to be granted is adjusted, the upper limit will be the number of shares granted after
adjustment multiplied by the total number of share options in (1) above.
(3) Value of property to be invested when exercising share options
The value of the property to be invested when exercising each share option will be 1 yen
per share that can be delivered by exercising each share option. The amount will becalculated by multiplying this value by the number of shares granted.
(4) Period during which share options can be exercised
The period will be within 30 years from the day following the allotment date of the shareoptions and determined by the Board of Directors of the Company.
(5) Conditions for exercising share options
Within the period stated in (4) above, those to whom share options are allotted will be able
to exercise their share options after resigning from any position of director (including Audit
and Supervisory Committee members), corporate auditor, or executive officer of the13Company and its subsidiaries. The preceding will apply only if the resignation is due to the
expiration of the term of office or any other justifiable reason that the Company approves.
The Board of Directors of the Company will determine other conditions for exercising theshare options.
(6) Restrictions on acquisition of transferred share options
The acquisition of transferred share options will require the approval of the Board of
Directors of the Company.
(7) Provisions for the acquisition of share options
If any of the following proposals (1) to (7) are approved at the General Meeting of
Shareholders of the Company (or approved by a resolution of the Board of Directors of theCompany in the case the resolution of the General Meeting of Shareholders is not required),
the Company will be able to acquire share options free of charge on a date separately
determined by the Board of Directors.
1) Proposal to approve a merger agreement in which the Company becomes anextinguished company
2) Proposal to approve a split company agreement or split plan in which the Company
becomes a split company
3) Proposal to approve a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary4) Proposal to approve the amendment of the Articles of Incorporation, which stipulates
that the acquisition of transferred shares shall require the Company's approval for all theshares issued by the Company
5) Proposal to approve the amendment of the Articles of Incorporation, which stipulates thatthe acquisition of transferred shares shall require the Company's approval for the samekind of share as the object of the share options, or that the Company may acquire all
the shares of such kind subject to the General Meeting of Shareholders' resolution
6) Proposal to approve the consolidation of shares of the same kind as the object of theshare options (limited to the case that fractional shares less than 1 share will be
generated as the result of multiplying the number of shares constituting a share unit by
the consolidation ratio)
7) Proposal to approve the demand for cash out by special controlling shareholders(8) Details of the contents of share options and conditions other than the above
Other details regarding share options will be determined by the Board of Directors of theCompany.
■ Details of stock-compensation-type stock options with performance-linked conditions
The details of the share options issued to executive directors as stock-compensation-type stock
options with performance-linked conditions will be as follows:(1) Total number of share options
The total number of share options issued within each business year will be limited to 120.
(2) Type and number of shares for which share options are intended
The type of shares for which share options are intended will be common stock, and thenumber of shares for the purpose of each share option (hereinafter referred to as the"number of shares granted") will be 100 shares. However, if it is necessary to adjust the
number of shares to be granted, the Company will make necessary adjustments. Such
conditions include cases where the Company conducts a merger, company split, shareexchange, or share transfer, a stock split of the Company's common stock (e.g., a gratis
allotment of the Company's common stock), and a reverse stock split. The maximum
number of shares delivered by exercising share options issued within each business year
will be 12,000. If the number of shares to be granted is adjusted, the upper limit will be the14number of shares granted after adjustment multiplied by the total number of share optionsin (1) above.
(3) Value of property to be invested when exercising share options
The value of the property to be invested when exercising each share option will be 1 yen
per share that can be delivered by exercising each share option. The amount will becalculated by multiplying this value by the number of shares granted.
(4) Period during which share options can be exercised
The period will be within 30 years from the day following the allotment date of the shareoptions and determined by the Board of Directors of the Company.
(5) Conditions for exercising share options
Share options that can be exercised will be determined within a range of 0 to 100% of theallotted share options. The number of executable share options will depend on the degreeof achievement of the management indicators listed in the medium-term plan and otherindicators predetermined by the Board of Directors of the Company in the final year of themedium-term plan. Within the period stated in (4) above, those to whom share options areallotted will be able to exercise their share options after resigning from any position of
director (including Audit and Supervisory Committee members), corporate auditor, or
executive officer of the Company and its subsidiaries. The preceding will apply only if theresignation is due to the expiration of the term of office or any other justifiable reason that
the Company approves. The Board of Directors of the Company will determine otherconditions for exercising the share options.
(6) Restrictions on acquisition of transferred share options
The acquisition of transferred share options will require the approval of the Board of
Directors of the Company.
(7) Provisions for the acquisition of share options
If the following proposals (1) to (7) are approved at the General Meeting of Shareholders of
the Company (or approved by a resolution of the Board of Directors of the Company in thecase the General Meeting of Shareholders is not required), the Company will be able toacquire share options free of charge on a date separately determined by the Board of
Directors.
1) Proposal to approve a merger agreement in which the Company becomes anextinguished company
2) Proposal to approve a split company agreement or split plan in which the Company
becomes a split company
3) Proposal to approve a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary4) Proposal to approve revise the Articles of Incorporation, which stipulates that theacquisition of transferred shares will require the Company's approval for all the sharesissued by the Company
5) Proposal to approve the revision of the Articles of Incorporation, which stipulates that theCompany's approval is required to acquire the type of shares as the object of thetransferred share options, or the Company will acquire all the shares of the type subject
to the General Meeting of Shareholders' resolution
6) Proposal to approve the consolidation of shares of the type as the object of the shareoptions (limited to those obtained by multiplying the number of shares constituting asingle unit by the consolidation ratio of any fractional share less than 1)
7) Proposal to approve share sale requests by special controlling shareholders(8) Details of the contents of share options and conditions other than the above
Other details regarding share options will be determined by the Board of Directors of theCompany.

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Proposal No. 3: Matters to Determine the Amounts and Contents of Stockcompensation-type Stock Options of Directors who are Audit andSupervisory Committee Members
We wish to set the annual compensation for stock-compensation-type stock options of ourdirectors who are Audit and Supervisory Committee members to a maximum of 22.5 million yen,separately from the basic compensation.
At the time of the allocation of share options as stock-compensation-type stock options, weplan to grant the compensation claims to the target directors of the same amount to be paidin set on the fair value and to offset the claims against the debts to pay the amounts. The numberof directors who are Audit and Supervisory Committee members will be five.
■ Details of stock-compensation-type stock options with service conditions
The details of the share options issued to directors who are Audit and Supervisory Committee
members as stock-compensation-type stock options with service conditions will be as follows:(1) Total number of share options
The total number of share options issued within each business year will be limited to 75.
(2) Type and number of shares as the object of the share options
The type of shares for which the share options are intended will be common shares, andthe number of shares for each share option (hereinafter referred to as the "number of shares
granted") will be 100. However, if it is necessary to adjust the number of shares to be
granted, the Company will make necessary adjustments. Such conditions include cases
where the Company conducts a merger, company split, share exchange, or share transfer,a stock split of the Company's common stock (e.g., a gratis allotment of the Company's
common stock), and a reverse stock split. The maximum number of shares delivered byexercising share options issued within each business year will be 7,500. If the number ofshares to be granted is adjusted, the upper limit will be the number of shares granted after
adjustment multiplied by the total number of share options in (1) above.
(3) Value of property to be invested when exercising share options
The value of the property to be invested when exercising each share option will be 1 yen
per share that can be delivered by exercising each share option. The amount will becalculated by multiplying this value by the number of shares granted.
(4) Period during which share options can be exercised
The period will be within 30 years from the day following the allotment date of the shareoptions and determined by the Board of Directors of the Company.
(5) Conditions for exercising share options
Within the period stated in (4) above, those to whom share options are allotted will be able
to exercise their share options after resigning from any position of director (including Audit
and Supervisory Committee members), corporate auditor, or executive officer of theCompany and its subsidiaries. The preceding will apply only if the resignation is due to the
expiration of the term of office or any other justifiable reason that the Company approves.
The Board of Directors of the Company will determine other conditions for exercising theshare options.
(6) Restrictions on acquisition of transferred share options
The acquisition of transferred share options will require the approval of the Board of
Directors of the Company.
(7) Provisions for the acquisition of share options
If the following proposals (1) to (7) are approved at the General Meeting of Shareholders of
the Company (or approved by a resolution of the Board of Directors of the Company in thecase the General Meeting of Shareholders is not required), the Company will be able to16

acquire share options free of charge on a date separately determined by the Board of
Directors.
1) Proposal to approve a merger agreement in which the Company becomes anextinguished company
2) Proposal to approve a split company agreement or split plan in which the Company
becomes a split company
3) Proposal to approve a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary4) Proposal to approve revise the Articles of Incorporation, which stipulates that theacquisition of transferred shares will require the Company's approval for all the sharesissued by the Company
5) Proposal to approve the revision of the Articles of Incorporation, which stipulates that theCompany's approval is required to acquire the type of shares as the object of thetransferred share options, or the Company will acquire all the shares of the type subject
to the General Meeting of Shareholders' resolution
6) Proposal to approve the consolidation of shares of the type as the object of the shareoptions (limited to those obtained by multiplying the number of shares constituting asingle unit by the consolidation ratio of any fractional share less than 1)
7) Proposal to approve share sale requests by special controlling shareholders(8) Details of the contents of share options and conditions other than the above
Other details regarding share options will be determined by the Board of Directors of theCompany.

17