Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 2607)
June 3, 2022
To Shareholders with Voting Rights:
Mikio Sakai
President and CEO
FUJI OIL HOLDINGS INC.
1 Sumiyoshi-cho, Izumisano-shi, Osaka, Japan(Headquarters: Daibiru Honkan Building, 3-6-32,
Nakanoshima, Kita-ku, Osaka-shi, Osaka, Japan)

NOTICE OF THE 94TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 94th Ordinary General Meeting of Shareholders of FUJI OIL HOLDINGS
INC. (the “Company”). The Meeting will be held as described below.
Although the Meeting will be held with COVID-19 infection prevention measures in place, we would like to ask you
to decide whether or not to attend the Meeting based on the infection situation and your health conditions at the timeof the Meeting.
Please review the accompanying Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights in paper-based documents or via the Internet so that it will reach us by 5:40 p.m. on Monday, June 20,
2022 (JST).
1. Date and Time: Tuesday, June 21, 2022 at 10:00 a.m. (JST)
2. Venue:
Hotel Royal Classic Osaka 3F Uruwashi
4-3-3, Namba, Chuo-ku, Osaka-shi, Osaka, Japan(The meeting will be held at a different venue to the previous one.)
The number of seats available will be about 80, with space between seats increased to prevent
infection. We may ask you to refrain from entering the venue if all the seats are occupied.
3. Agenda of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements for the 94th Fiscal Term (from April 1, 2021 to March
31, 2022) and results of audits by the Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements.
2. Non-consolidated Financial Statements for the 94th Fiscal Term (from April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Nine (9) Directors (excluding Directors who also serve as Audit andSupervisory Committee Members)
Proposal No. 4:
Election of Three (3) Directors who also serve as Audit and Supervisory Committee
Members
Proposal No. 5:
Election of one (1) Substitute Director who also serves as an Audit and Supervisory
Committee Member
Proposal No. 6:
Determination of Amounts of Remuneration, etc. for Directors (excluding Directors who
also serve as Audit and Supervisory Committee Members)
Proposal No. 7:
Determination of Amounts of Remuneration, etc. for Directors who also serve as Audit
and Supervisory Committee Members
Proposal No. 8:
Determination of Amounts of Remuneration, etc. under the Performance-linked Sharebased Remuneration Plan for Directors (excluding Directors who also serve as Audit andSupervisory Committee Members) and Other Relevant Details-1-[Requests to the Shareholders](1) Matters concerning prior to the General Meeting of Shareholders- If any revisions are made to the Reference Documents for the General Meeting of Shareholders, Business Reports, the Consolidated
Financial Statements and Non-consolidated Financial Statements, they will be posted on the Company’s website(https://www.fujioilholdings.com).
(2) Matters concerning the day of the General Meeting of Shareholders- When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of the venue on the dayof the Meeting. Also, please bring this Notice as reference documents for the Meeting.
- Alcohol-based disinfectant will be available for shareholders’ use near the reception desk.
(Shareholders who come to the venue are kindly requested to bring and wear a facemask.)- Attendees will have their temperature checked before entering the venue. Anyone who has a confirmed fever (37.5°C or higher) orappears unwell may be refused admission and asked to return home.
- All Staff members at the venue will wear facemasks after checking their physical condition including temperature checks.
- The aforementioned matters are subject to revision depending on the status of the coronavirus situation ahead of the day of the
Meeting and the details of further announcements by the government.
Updates will be posted on the Company’s website (https://www.fujioilholdings.com).
Even if you come to the venue on the day of the Meeting, please check the website in advance.
(3) Others- As for the documents attached to the Notice of the 94th Ordinary General Meeting of Shareholders, “Update on Property andProfits/losses,” “Details of Main Businesses,” “Main Business Locations and Factories,” “Update on Share Warrants, etc.,” “Systems
for Ensuring Proper Business Operations,” “Consolidated Statements of Shareholders’ Equity,” “Notes to Consolidated Financial
Statements,” “Statements of Shareholders’ Equity,” and “Notes to Non-Consolidated Financial Statements” are posted on the Internet
website of the Company (https://www.fujioilholdings.com) as per laws and regulations as well as the provisions of Article 13 of the
Articles of Incorporation, and therefore are not provided in the documents attached to the Notice of the 94th Ordinary General
Meeting of Shareholders. The documents attached to the Notice of the 94th Ordinary General Meeting of Shareholders and the
documents posted on the internet website of the Company were subject to auditing for the preparation of the audit report by the
Corporate Auditors and the accounting audit report by the Accounting Auditor.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

Based on the policy of targeting a dividend payout ratio of 30-40%, the Company has positioned maintaining internal
reserves necessary for future business development in the sustainable growth process while paying out stabledividends as its important shareholder profits-return policy. Additionally, the Company considers ROE (Return on
Equity) to be a key management indicator and has been engaged in business activities targeting ROE of 8% for the
medium-term business plan “Reborn 2024” and 10% for the vision for 2030.
In an effort to proactively return its profits to shareholders, the Company proposes to distribute year-end dividends
for the 94th Fiscal Term, as detailed below.
(1) Kind of dividend property
Cash(2) Matters regarding the assignment of dividend property and the total value thereof
26 yen per share of common stock of the Company
Total value of dividends: 2,237,951,872 yen(3) The day on which such distribution of dividend of surplus takes effectJune 22, 2022

-3-

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) We propose to transition from a company with a Board of Corporate Auditors to a company with an Audit
and Supervisory Committee to further enhance our corporate governance by appointing Audit andSupervisory Committee Members responsible for auditing, etc. of job execution of Directors to themembers of Board of Directors, thereby reinforcing the supervisory function of the Board, and to accelerate
growth strategy execution by delegating authority for making decisions on important business execution
to Directors. To this end, we propose to adopt new provisions concerning Directors who also serve as Audit
and Supervisory Committee Members and the Audit and Supervisory Committee and delete or amend
provisions concerning Corporate Auditors and the Board of Corporate Auditors, as required for thetransition to a company with an Audit and Supervisory Committee.
(2) Article 11, Paragraph 2 of the Proposed Amendments stipulates that general meetings of shareholders may
be held without a designated venue if the Board of Directors decides that holding the meeting with adesignated venue is not appropriate due to spread of infection, occurrence of natural disasters, etc.
(3) The amendments described in the proviso to Article 1 of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) will take effect on September 1, 2022. Therefore, we
propose the following amendments to prepare for the implementation of the system for providing
documents for general meetings of shareholders in electronic format.
(i) Article 13, Paragraph 1 of the Proposed Amendments stipulates that information provided in
Reference Documents for the General Meeting of Shareholders, etc. shall be provided in electronic
format.
(ii) Article 13, Paragraph 2 of the Proposed Amendments stipulates the limitation of scope of information
provided in paper documents distributed to shareholders upon their request.
(iii) Since the provision on Disclosure of Reference Materials for General Meeting of Shareholders via
the Internet and Deemed Provision (Article 13 of the current Articles of Incorporation) will no longer
be relevant, we propose to delete this provision.
(iv) We propose to adopt supplementary provisions concerning the effective dates, etc. associated withthe aforementioned adoption and deletion.
(4) We propose amendments, etc. to the wording associated with the aforementioned amendments.

-4-

2. Details of amendments
The details of the amendments are outlined as follows. (The amended sections are underlined.)
The amendments to the Articles of Incorporation related to this Proposal will become effective at the conclusionof the Meeting.
Current Articles of Incorporation
Chapter 1
GENERAL PROVISIONS
Articles 1 to 4 (Text omitted)
Chapter 2
SHARES
Articles 5 to 10 (Text omitted)
Chapter 3
GENERAL MEETING OF SHAREHOLDERS
Convocation
Article 11
An ordinary general meeting of shareholders of the Company
shall be convened in June of each year, and an extraordinary
general meeting of shareholders may be convened whenevernecessary. General meetings of shareholders shall be convened
in Osaka Prefecture.
(Newly adopted)

Article 12 (Text omitted)
Disclosure of Reference Materials for General Meeting of
Shareholders via the Internet and Deemed Provision
Article 13
When convening a general meeting of shareholders, it may bedeemed that the Company has provided shareholders withinformation concerning matters that should be described orpresented in reference materials for the general meeting ofshareholders, business reports, and non-consolidated andconsolidated financial statements, provided that they aredisclosed via the Internet in accordance with the provisions of
the Ordinance of the Ministry of Justice.
(Newly adopted)

Articles 14 to 16 (Text omitted)
Chapter 4
DIRECTORS AND BOARD OF DIRECTORS
Article 17 (Text omitted)
Number of Directors
Article 18
The number of Directors of the Company shall not be morethan sixteen (16).

(The amended sections are underlined)
Proposed Amendments
Chapter 1
GENERAL PROVISIONS
Article 1 to 4 (Unchanged)
Chapter 2
SHARES
Articles 5 to 10 (Unchanged)
Chapter 3
GENERAL MEETING OF SHAREHOLDERS
Convocation
Article 11(1) An ordinary general meeting of shareholders of theCompany shall be convened in June of each year, and an
extraordinary general meeting of shareholders may be
convened whenever necessary.
(2) The Company may hold a general meeting of shareholders
without a designated venue if the Board of Directors
decides that holding the meeting with a designated venue
is not appropriate due to spread of infection, occurrence of
natural disasters, etc.
Article 12 (Unchanged)(Deleted)

Measures for Provision in Electronic Format, etc.
Article 13(1) When convening a general meeting of shareholders, theCompany shall electronically provide information
presented in the Reference Documents for the General
Meeting of Shareholders, etc.
(2) The Company may opt to omit part or all of information
specified by the Ordinance of the Ministry of Justice thatis to be electronically provided from paper documents
distributed to shareholders who request such documents
prior to the record date for voting rights.
Article 14 to 16 (Unchanged)
Chapter 4
DIRECTORS AND BOARD OF DIRECTORS
Article 17 (Unchanged)
Number of Directors
Article 18(1) The number of Directors (excluding Directors who also
serve as Audit and Supervisory Committee Members)
shall not be more than twelve (12).

-5-Current Articles of Incorporation(Newly adopted)

Proposed Amendments(2) The number of Directors who also serve as Audit andSupervisory Committee Members shall not be more thanfour (4).
Election of Directors
Election of Directors
Article 19
Article 19(1) Directors who are and who are not Audit and Supervisory(1) Directors shall be elected by a resolution of the general
meeting of shareholders.
Committee Members shall be separately elected by aresolution of the general meeting of shareholders.
(2) (Text omitted)(2) (Unchanged)(3) (Text omitted)(3) (Unchanged)
Term of Office of Directors
Term of Office
Article 20
Article 20(1) The term of office of Directors (excluding Directors who(1) The term of office of Directors shall expire at the close of
the ordinary general meeting of shareholders held withalso serve as Audit and Supervisory Committee Members)
respect to the last business year ending within one (1) year
shall expire at the close of the ordinary general meeting ofafter their election.
shareholders held with respect to the last business year
ending within one (1) year after their election.
(2) The term of office of a Director elected to increase the(Deleted)
number of Directors or to fill the vacancy of a Director
who retired prior to the expiration of his/her term of officeshall expire upon the expiration of the term of office of theother Directors then in office.
(Newly adopted)(2) The term of office of Directors who also serve as Audit
and Supervisory Committee Members shall expire at theclose of the ordinary general meeting of shareholders heldwith respect to the last business year ending within two (2)years after their election.
(Newly adopted)(3) The term of office of a Director who also serves as an
Audit and Supervisory Committee Member elected to fill
the vacancy of a Director who also serves as an Audit andSupervisory Committee Member who retired prior to the
expiration of his/her term of office shall expire at the sametime as the term of office of the retired Director who also
serves as an Audit and Supervisory Committee Member.
Article 21 (Text omitted)
Article 21 (Unchanged)
Board of Directors
Board of Directors
Article 22
Article 22(1) The Board of Directors shall consist of all Directors and
The Board of Directors shall consist of all Directors and makemake decisions on the execution of important business ofdecisions on the execution of important business of thethe Company, except when assignments are separately
Company.
arranged for Directors as per the following provisions.
(Newly adopted)(2) As per Article 399-13, Paragraph 6 of the Companies Act,
the Board of Directors may assign Directors to makedecisions on the execution of important business, in partor whole (excluding matters specified in the items under
Article 399-13, Paragraph 5).
Article 23 (Text omitted)
Article 23 (Unchanged)
Notice to Convene Meeting of Board of Directors
Notice to Convene Meeting of Board of Directors
Article 24
Article 24(1) The notice to convene a meeting of the Board of Directors(1) The notice to convene a meeting of the Board of Directors
shall be given to each Director at least three (3) days priorshall be given to each Director and Corporate Auditor atto the date of the meeting; provided, however, that theleast three (3) days prior to the date of the meeting;above period may be shortened in case of emergency.
provided, however, that the above period may be
shortened in case of emergency.
(2) When all Directors give unanimous consent, the meeting(2) Notwithstanding the provisions of the precedingof the Board of Directors may be held without the formal
paragraph, when all Directors and Corporate Auditors give
convocation procedures.
unanimous consent, the meeting of the Board of Directors
may be held without the formal convocation procedures.

-6-Current Articles of Incorporation
Representative Directors and Directors with Specific Titles
Article 25(1) The Company shall elect Representative Directors by aresolution of the Board of Directors.

Proposed Amendments
Representative Directors and Directors with Specific Titles
Article 25(1) The Company shall elect Representative Directors fromamong Directors (excluding Directors who also serve as
Audit and Supervisory Committee Members) by aresolution of the Board of Directors.
(2) (Text omitted)(2) (Unchanged)(3) The Company may, by a resolution of the Board of(3) The Company may, by a resolution of the Board of
Directors, elect a President, a Chairman, and one or more
Directors, elect a President, a Chairman, and one or more
Vice Presidents, Senior Managing Directors and Managing
Vice Presidents, Senior Managing Directors and Managing
Directors from among the Directors (excluding Directors
Directors from among the Directors.
who also serve as Audit and Supervisory Committee
Members).
Resolutions of Board of Directors
Resolutions of Board of Directors
Article 26
Article 26(1) (Text omitted)(1) (Unchanged)(2) Notwithstanding the provisions of the preceding(2) The Company shall deem that matters to be resolved by
the Board of Directors are adopted by a resolution of theparagraph, the Company shall deem that matters to be
Board of Directors if all Directors consent to such matters
resolved by the Board of Directors are adopted by ain writing or electronically.
resolution of the Board of Directors if all Directors
consent to such matters in writing or electronically, unless
any Corporate Auditor expresses his/her objection to suchmatters.
Article 27 (Text omitted)
Article 27 (Unchanged)
Remuneration, etc. for Directors
Remuneration, etc. for Directors
Article 28
Article 28
The remuneration, etc. for Directors who are and who are not
The remuneration, etc. for Directors shall be determined by aresolution of the general meeting of shareholders.
Audit and Supervisory Committee Members shall be separately
determined by a resolution of the general meeting ofshareholders.
Chapter 5(Deleted)
CORPORATE AUDITORS AND BOARD OF CORPORATE
AUDITORS
Establishment of Corporate Auditors and Board of Corporate(Deleted)
Auditors
Article 29
The Company shall establish Corporate Auditors and a Boardof Corporate Auditors.
Number and Election of Corporate Auditors(Deleted)
Article 30(1) The number of Corporate Auditors of the Company shallnot be more than four (4).
(2) Corporate Auditors shall be elected by a resolution of thegeneral meeting of shareholders.
(3) Resolutions for the election of Corporate Auditors shall be
adopted by an affirmative vote of the majority of voting
rights of shareholders present at the general meeting ofshareholders, a quorum for which shall be the presence ofshareholders with one-third (1/3) or more of the voting
rights exercisable for such meeting.
Term of Office of Corporate Auditors(Deleted)
Article 31
The term of office of Corporate Auditors shall expire at theclose of the ordinary general meeting of shareholders held withrespect to the last business year ending within four (4) years
after their election.

-7-

Current Articles of Incorporation
Exemption from Liability of Corporate Auditors
Article 32(1) The Company may, by a resolution of the Board of
Directors, exempt a Corporate Auditor (including a person
who was a Corporate Auditor) from the liability as set
forth in Article 423, paragraph 1 of the Companies Act tothe extent of the limit provided for in laws and regulations,provided that such Corporate Auditor has performed
his/her duties in good faith and without gross negligence.
(2) The Company may enter into a contract with an outside
Corporate Auditor to limit the liability of such outside
Corporate Auditor as set forth in Article 423, paragraph 1of the Companies Act up to the limit of the amountprovided for in laws and regulations, provided that suchoutside Corporate Auditor has performed his/her duties ingood faith and without gross negligence.
Full-time Corporate Auditors
Article 33
The Board of Corporate Auditors shall elect full-time Corporate
Auditors from among the Corporate Auditors.
Notice to Convene Meeting of Board of Corporate Auditors
Article 34
The notice to convene a meeting of the Board of Corporate
Auditors shall be given to each Corporate Auditor at least three(3) days prior to the date of the meeting; provided, however,that the above period may be shortened in case of emergency.
Board of Corporate Auditors Regulations
Article 35
Matters relating to the Board of Corporate Auditors shall begoverned by laws and regulations or by these Articles ofIncorporation as well as the Board of Corporate Auditors
Regulations established by the Board of Corporate Auditors.
Remuneration, etc. for the Board of Corporate Auditors
Article 36
The remuneration, etc. for Corporate Auditors shall be
determined by a resolution of the general meeting ofshareholders.
(Newly adopted)(Newly adopted)(Newly adopted)(Newly adopted)

Proposed Amendments(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Chapter 5
AUDIT AND SUPERVISORY COMMITTEE
Establishment of Audit and Supervisory Committee
Article 29
The Company shall establish an Audit and Supervisory
Committee.
Full-time Audit and Supervisory Committee Members
Article 30
The Audit and Supervisory Committee may select full-time
Audit and Supervisory Committee Members from among the
Audit and Supervisory Committee Members.
Notice to Convene a Meeting of the Audit and Supervisory
Committee
Article 31(1) The notice to convene a meeting of the Audit andSupervisory Committee shall be given to each Audit andSupervisory Committee Member at least three (3) days
prior to the date of the meeting; provided, however, thatthe above period may be shortened in case of emergency.
(2) When all Audit and Supervisory Committee Members giveunanimous consent, the meeting of the Audit andSupervisory Committee may be held without the formal
convocation procedures.

-8-Current Articles of Incorporation(Newly adopted)

Chapter 6
ACCOUNTING AUDITORS
Articles 37 to 39 (Text omitted)
Remuneration, etc. for Accounting Auditors
Article 40
The remuneration, etc. for Accounting Auditors shall be
determined by Representative Directors with the consent of theBoard of Corporate Auditors.
Chapter 7
ACCOUNTS
Articles 41 to 44 (Text omitted)
Chapter 8
TAKEOVER DEFENSE MEASURES
Articles 45 to 46 (Text omitted)(Newly adopted)(Newly adopted)(Newly adopted)

Proposed Amendments
Audit and Supervisory Committee Regulations
Article 32
Matters relating to the Audit and Supervisory Committee shallbe governed by laws and regulations or by these Articles ofIncorporation as well as the Audit and Supervisory Committee
Regulations established by the Audit and Supervisory
Committee.
Chapter 6
ACCOUNTING AUDITORS
Articles 33 to 35 (Unchanged)
Remuneration, etc. for Accounting Auditors
Article 36
The remuneration, etc. for Accounting Auditors shall be
determined by Representative Directors with the consent of the
Audit and Supervisory Committee.
Chapter 7
ACCOUNTS
Articles 37 to 40 (Unchanged)
Chapter 8
TAKEOVER DEFENSE MEASURES
Articles 41 to 42 (Unchanged)
SUPPLEMENTARY PROVISIONS
Transitional Measures regarding Exemption from Liability ofCorporate Auditors
Article 1
The Company may, by a resolution of the Board of Directors,
exempt a Corporate Auditor (including a person who was a
Corporate Auditor) from the liability as set forth in Article 423,
paragraph 1 of the Companies Act for actions taken prior to theclosure of the 94th Ordinary General Meeting of Shareholders
to the extent of the limit provided for in laws and regulations,provided that such Corporate Auditor has performed his/herduties in good faith and without gross negligence.
Enforcement of the provision on Measures for Provision inElectronic Format, etc.
Article 2(1) The deletion of Article 13 of the current Articles ofIncorporation (Disclosure of Reference Materials for
General Meeting of Shareholders via the Internet andDeemed Provision) and adoption of Article 13 of the
Proposed Amendments (Measures for Provision inElectronic Format, etc.) will take effect on the effective
date of the revised provisions stipulated in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter the “Effective Date”).
(2) Notwithstanding the provisions in the preceding
paragraph, Article 13 of the current Articles ofIncorporation will remain effective for the general meetingof shareholders that takes place within six (6) months fromthe Effective Date.
(3) This Article will be deleted six (6) months after the
Effective Date or three (3) months after the date of thegeneral meeting of shareholders mentioned in the previous
paragraph, whichever comes later.

-9-

Proposal No. 3:

Election of Nine (9) Directors (excluding Directors who also serve as Audit and Supervisory
Committee Members)

If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will become a company with an Audit and Supervisory Committee, and the terms of office of all the eight(8) Directors will expire as of the effective date of the amendments.
Therefore, we propose to elect nine (9) Directors who will take office after the Company transitions to a company
with an Audit and Supervisory Committee (excluding Directors who also serve as Audit and Supervisory Committee
Members; the same applies below). The Proposal will take effect on condition that the amendments to the Articles ofIncorporation as described in Proposal No. 2 “Partial Amendments to the Articles of Incorporation” take effect.
The candidates for Directors are as follows.
Name(Date of birth)No.

GenderCurrent positions and responsibilities in
the Company

Years ofservice(at theconclusion of
the Meeting)1

Reelected

Mikio Sakai(October 6, 1959)

Male

President and Representative Director
Chief Executive Officer (CEO)

7 years and0 months2

Reelected

Tomoki Matsumoto(December 20, 1960)

Male

Director
Senior Executive Officer, Chief Financial
Officer (CFO)

7 years and0 months3

Reelected

Takashi Kadota(April 2, 1959)

Male

Director
Senior Executive Officer, Chief
Technology Officer (CTO)

4 years and0 months

4

NewlyelectedHiroyuki Tanaka(January 3, 1968)

Male

Senior Executive Officer, Chief Strategy
Officer (CSO)

Yuko Ueno(July 7, 1954)

FemaleDirector

4 years and0 months

Hidenori Nishi(January 6, 1951)

Male

Director

3 years and0 months

Toshiyuki Umehara(September 3, 1957)

Male

Director

1 year and0 months

Shuichi Miyamoto(May 5, 1965)

Male

Director

1 year and0 months

5

6

7

8

Reelected
OutsideIndependent
DirectorReelected
OutsideIndependent
DirectorReelected
OutsideIndependent
DirectorReelected
OutsideDirector

NewlyelectedTomoko Tsuji
Female –Outside9(August 16, 1956)
Independent
Director
Note: The name on the family registry of Yuko Ueno is Yuko Misaka.

- 10 -––

[Reference] <Stance on nomination of candidates for Directors>- The Board of Directors is expected to be organized as follows after the Company transitions to a company with
an Audit and Supervisory Committee (if Proposal No. 2 “Partial Amendments to the Articles of Incorporation”
described in this notice of convention is approved and adopted). Each Director (Internal and Outside Directors
and Audit and Supervisory Committee Members) is expected to particularly take on the following roles.
- Internal Directors (excluding Audit and Supervisory Committee Members): Supervise and provide guidance
for the business execution side to ensure that important business operations are promoted systematically andsecurely under a good governance system.
- Outside Directors (excluding Audit and Supervisory Committee Members): Evaluate (monitor) and supervise
the Company’s management and business execution practices for aptness and efficiency, utilizing management
experience and expertise gained at other companies.
- Directors who also serve as Audit and Supervisory Committee Members: Collaborate with the Internal Audit
Division as the Audit and Supervisory Committee to promote efficient and effective auditing and assess thelegal compliance and reasonability of business execution practice and organization of the governance system.
- The following skills matrix illustrates expertise available to the Board of Directors assuming that every candidate
listed in this Notice is elected as originally proposed. The Company will continue to review its options with respect
to the composition of its Board of Directors taking into account factors in conjunction with expertise, such that
include affiliations (independence), years of service, diversity particularly in terms of gender and nationality, andchanges in the business environment.
- The Company has established the standards of independence, presented subsequently, for use when selecting
candidates nominated to serve as independent outside officers (Outside Directors designated by the Company toserve as independent outside officers) as specified in the following section “[Reference] <Criteria for determining
the independence of Outside Directors>.”- With respect to years of service in qualifying as an independent outside officer, the Company generally deems as
appropriate, from the perspective of maintaining independence as an outsider, that Directors (including Directors
who also serve as Audit and Supervisory Committee Members) should have served no more than six (6) years.

- 11 -

[Reference] <Skills matrix (expected)>- Diversity of Directors (Proportion of independent outside candidates: 50.0%, proportion of female candidates:
16.7%)- The matrix indicates areas where each individual is particularly likely to demonstrate his or her expertise andexperience.
Director
Sakai
Corporate
managerial
experience
R&D/
Technology
International
business
Sustainability
Sales/
Marketing
Production(Safety,qualityandenvironment)
Finance/
Accounting
Legalcompliance
Talentdevelopment
Information
systems
Supplychain
management

MatsumotoOutside Director

Kadota●Tanaka

Ueno

Nishi

UmeharaMiyamoto

Tsuji

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

Director who also serves as
an Audit and Supervisory
Committee Member
Shibuya Uozumi Ikeda

●

●

●

●

●

●

●

●

●

●

●

●

- 12 -●●

[Reference] <Criteria for determining the independence of Outside Directors>
The Company deems its Outside Directors are independent if they do not fall under any of the items below under its
criteria for determining their independence.
(1)

(2)

(3)

(4)

(5)
(6)

(7)
(8)
(9)

Director, Audit and Supervisory Board Member (excluding Outside Director and Outside Audit andSupervisory Board Member), Executive Officer, or employee of the Company or a subsidiary of the Company(hereinafter, collectively referred to as the “Group”)
Director, Corporate Auditor, Executive Officer, or employee of a major shareholder* of the Group* Top ten major shareholders listed on the latest shareholder registry at the time of assuming office (including
those holding Company’s shares indirectly)
Director, Corporate Auditor, Executive Officer, or employee of person for whom the Group is a major business
partner** Business partner defined as a party who receives payments from the Group amounting to the equivalent of
2% or more of the business partner’s annual consolidated sales during the most recent fiscal year
Director, Corporate Auditor, Executive Officer, or employee of person who is a major business partner* of theGroup* (i) Business partner who makes payments to the Company amounting to the equivalent of 2% or more of theGroup’s annual consolidated sales during the most recent fiscal year(ii) Business partner who provides loan to the Group amounts to the equivalent of 2% or more of the Group’s
total consolidated assets as of the end of most recent fiscal year
Director, Corporate Auditor, Executive Officer, or employee of a company to which the Group assigns Directors
A consultant, accounting professional, or legal professional who received monetary and/or other economic
benefit amounting to 10 million yen or more on average per annum over the past three (3) years other thanofficers’ remuneration from the GroupA person who falls or fell under item (1) above currently or for the past ten years
A person who falls or fell under any of items (2) to (6) above currently or for the past five years
A spouse, relative within the second degree of kinship or other relative living together of a person who falls
under any of items (1) through (8) above- 13 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Apr. 1983
Apr. 2001

1

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Joined the Company
Head of Management Office, Soya Farm
Division
Apr. 2002
General Manager of Soya Farm Sales
Department, Soya Farm Division
Oct. 2004
General Manager of Specialty & Functional
Food Ingredients Sales Department, Specialty& Functional Food Ingredients Business
Division
Mikio Sakai
Apr. 2009
Chairman & President of Fuji Oil (Beijing)(October 6, 1959)
Technology Trading Co., Ltd.
Male
Apr. 2010
Chairman & President of Fuji Oil (Zhang Jia
ReelectedGang) Co., Ltd.
24,500 shares
Attendance at the Board of
Chairman & President of Fuji Oil (Zhang Jia(1,600 shares)
Directors meetings:
Gang Free Trade Zone) Co., Ltd.
16/16 (100%)Years of service (at theJune 2012
President of FUJI VEGETABLE OIL, INC.
conclusion of the Meeting):
Apr. 2013
Executive Officer
7 years and 0 months
June 2015
Director
Apr. 2016
Managing Executive Officer
Chief Strategy Officer (CSO)
Apr. 2019
Senior Executive Officer
Chairman of BLOMMER CHOCOLATE
COMPANY
Apr. 2020
President of FUJI SPECIALTIES, INC.
Apr. 2021
Representative Director, President (to present)
Chief Executive Officer (CEO) (to present)[Reason for nomination as a candidate for Director]
Mr. Mikio Sakai was elected Director in June 2015 and has acted as Representative Director, President and CEO sinceApril 2021. He has been involved in the overall business management of the Group and has experience as President ofimportant subsidiaries of the Group in regions such as China and America. Since April 2019 after serving as Chief
Strategy Officer, he has taken the lead in the international business by making full use of his business execution andmanagement capabilities as Chairman of BLOMMER CHOCOLATE COMPANY which is the core of the chocolate
business in North America.
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on
his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.

- 14 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Apr. 1985
Apr. 2008

2

3

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Joined the Company
Headof Planning Office, Corporate Planning
Tomoki Matsumoto
Department(December 20, 1960)
Oct. 2010
General Manager of Corporate Planning
Male
Department,
Corporate Planning Division
Reelected
Apr. 2013
Executive Officer
13,200 shares
Attendance at the Board ofJune 2015
Director (to present)(1,600 shares)
Directors meetings:
16/16 (100%)
Oct. 2015
Chief Financial Officer (CFO) (to present)
Years of service (at theApr. 2016
Managing Executive Officer
conclusion of the Meeting):
Apr. 2019
Senior Executive Officer (to present)
7 years and 0 months[Major concurrent positions]
Director of FUJI OIL CO., LTD.
[Reason for nomination as a candidate for Director]
Mr. Tomoki Matsumoto has a wealth of business experience mainly in finance, accounting and corporate planning andhe was appointed Director in June 2015. He has worked as Chief Financial Officer since October 2015 when the
Company made the transition to a pure holding company structure and contributed to the proactive disclosure of theCompany information.
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on
his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.
Apr. 1985
Joined the Company
Apr. 2015
Executive Officer
Takashi Kadota
General Manager of Engineering Development(April 2, 1959)
Department, Production Control Division
Male
Apr. 2016
Executive Officer, General Manager ofReelected
Engineering Development Division of FUJI
6,300 shares
Attendance at the Board of
OIL CO., LTD.
(1,300 shares)
Directors meetings:
Apr. 2017
Executive Officer of the Company
16/16 (100%)
Apr. 2018
Chief Quality Officer (CQO)
Years of service (at theJune 2018
Director (to present)
conclusion of the Meeting):
Apr.
2019
Chief “ESG” Officer (C“ESG”O)
4 years and 0 months
Senior Executive Officer (to present)
Apr. 2022
Chief Technology Officer (CTO) (to present)[Reason for nomination as a candidate for Director]
Mr. Takashi Kadota has worked in the engineering development department for a long period of time, has been responsible
for overseeing safety, quality, and production, and has spent time living in the United States and China. After serving as
Chief Quality Officer (CQO) and Chief “ESG” Officer (C”ESG”O), he took office as Chief Technology Officer (CTO)
in April 2022, taking charge of promoting technology management.
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on
his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.

- 15 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Apr. 1990
Apr. 2014

4

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Joined ITOCHU Corporation
Seconded from ITOCHU Corporation to theCompany
June 2015
Director, Chief Financial Officer (CFO) of
HARALD INDÚSTRIA E COMÉRCIO DE
ALIMENTOS LTDA
Apr. 2017
General Manager of the Grain & Feed and Oils
Department of the Provisions Division,
ITOCHU Corporation
Apr. 2019
Substitute Director of the Provisions Division,
Hiroyuki Tanaka
General Manager of the Grain & Feed and Oils
(January 3, 1968)
Department, ITOCHU Corporation
0 shares
Male
Sept. 2020
Seconded from ITOCHU Corporation to the
Newly electedCompany
Oct. 2020
Director of BLOMMER CHOCOLATE
COMPANY (to present)
Apr. 2021
Chairperson of HARALD INDÚSTRIA ECOMÉRCIO DE ALIMENTOS LTDA (topresent)
Mar. 2022
Left ITOCHU Corporation
Apr. 2022
Joined the Company
Senior Executive Officer (to present)
Chief Strategy Officer (CSO) (to present)[Reason for nomination as a candidate for Director]
Mr. Hiroyuki Tanaka has broad sales and management experience in the food division of a major Japanese trading
company, and has a wealth of experience in overseas business. When seconded to the Company, he dedicated himself to
PMI as a director of Harald and Blommer Chocolate Company, which are international group companies of the Company.
He has experience in food businesses in both Japan and overseas, and since April 2022, he has been playing a leadingrole in promoting the global management of the Group as Chief Strategy Officer.
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on
his experience and the reasons listed above, etc., and therefore, it newly nominates him as a candidate for Director.

- 16 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

May 1981
Aug. 1990

5

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Established World Design Corporation
Representative Director of Marketing
Dynamics Laboratory Co., Ltd.
Apr. 2004
Auditor of National University Corporation
Nara Women’s University
Yuko Ueno
June 2006
Outside Director of GUNZE LIMITED(Yuko Misaka)
Apr. 2009
Visiting Professor of Faculty of Agriculture,(July 7, 1954)
Ehime University
FemaleSept. 2010
Representative Director of Ueno Distribution
Reelected
Strategy Laboratory Co., Ltd. (to present)
Outside1,100 shares
Independent Director
June 2014
Director of Incorporated Educational Institution
Attendance at the Board of
Osaka Sangyo University
Directors meetings:
June 2016
Councilor of Incorporated Educational
16/16 (100%)
Institution Kobe Shoin Women’s University
Years of service (at theJune 2018
Outside Director of the Company (to present)
conclusion of the Meeting):
Apr. 2020
Executive Director (part-time), Kobe
4 years and 0 months
University (to present)[Major concurrent positions]Representative Director of Ueno Distribution Strategy
Laboratory Co., Ltd.
Executive Director (part-time), Kobe University
Reason for nomination as a candidate for an Outside Director and outline of expected role
Ms. Yuko Ueno has worked as a marketing consultant for many years, providing consultation to many companies andgovernment agencies, etc. She also engages in management and talent development as an executive officer and instructorof universities. In addition, she is involved in corporate management as a manager, works as an Outside Director for alisted company, and thus has a wealth of experience as well as an advanced level of insight.
The Board of Directors expects her to be able to properly execute duties as Outside Director due to the above mentioned
reasons, and therefore, it has decided to nominate her as a candidate for an Outside Director. If she is reelected, she willcontinue to be involved as a member of the Nomination and Compensation Advisory Committee from an objective andneutral standpoint in the selection of candidates for the Company’s Directors and in the determination of the remuneration
for Directors, etc.
[Matters concerning independence]
The Company has designated her as independent director/auditor under the provisions of the Tokyo Stock Exchange, andhas notified the Tokyo Stock Exchange to that effect. If she is reelected, she will continue to serve as independent
director/auditor.

- 17 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Apr. 1975
Nov. 2002

6

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Joined Kagome Co., Ltd.
Director, Beverages Business Unit of Kagome
Co., Ltd.
June 2005
Director & Managing Executive Officer,
General Manager of Tokyo Sales Office,Kagome Co., Ltd.
Hidenori Nishi
June 2008
Director & Senior managing Executive Officer,(January 6, 1951)
Head of Administration Department, Kagome
MaleCo., Ltd.
Reelected
Apr. 2009
President & Representative Director, Kagome
OutsideCo., Ltd.
Independent Director
1,100 sharesJan. 2014
Representative Director and Chairman,
Attendance at the Board of
Kagome Co., Ltd.
Directors meetings:
16/16 (100%)
June 2014
Outside Director, NAGASE & CO., LTD.
Years of service (at theMar. 2016
Director and Chairman, Kagome Co., Ltd.
conclusion of the Meeting):
Mar. 2018
Stepped down as Director and Chairman,
3 years and 0 months
KAGOME Co., Ltd.
June 2019
Outside Director of the Company (to present)
June 2020
Independent Director of Terumo Corporation(to present)[Major concurrent positions]
Outside Director of Terumo Corporation
Reason for nomination as a candidate for an Outside Director and outline of expected role
Mr. Hidenori Nishi has worked for many years in a global food products business and has abundant experience as a senior
corporate manager, a deep knowledge of marketing, and a high level of insight into the food industry, the Company’s
core business area.
He also works as an Outside Director at the other publicly listed company. The Company believes that he will be able touse his many years of management experience to improve the oversight of the Company’s business operations and further
improve the effectiveness of the Board of Directors.
The Board of Directors expects him to be able to properly execute duties as Outside Director due to the above mentioned
reasons, and therefore, it has decided to nominate him as a candidate for an Outside Director. If he is reelected, he willcontinue to be involved as a member of the Nomination and Compensation Advisory Committee from an objective andneutral standpoint in the selection of candidates for the Company’s Directors and in the determination of the remuneration
for Directors, etc.
[Matters concerning independence]
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, andhas notified the Tokyo Stock Exchange to that effect. If he is reelected, he will continue to serve as independent
director/auditor. Kagome Co., Ltd., at which Mr. Nishi served as President & Representative Director and Representative
Director and Chairman, has engaged in food product development activities and has a business relationship with theCompany. The transaction amount in respect of this relationship is minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that he meets the requirements for Outside Directors under the Companies Act and therequirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no
obstacles or issues that would prevent him from carrying out his duties as an Outside Director.

- 18 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Apr. 1984
May 2005

7

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Joined Nitto Denko Corporation
General Manager of Production Headquarters,
Optical Division, Nitto Denko Corporation
July 2009
General Manager of Optical Division, Nitto
Denko Corporation
June 2010
Vice President, General Manager of Optical
Division, Nitto Denko Corporation
June 2013
Senior Vice President, Nitto Denko Corporation
Aug. 2014
Senior Vice President, CIO, General Manager
of Corporate Strategy Management Division,Toshiyuki Umehara
and General Manager of IT Division, Nitto(September 3, 1957)
Denko Corporation
Male
June 2015
Director, Executive Vice President, General
Reelected
Manager of Automotive Products Sector, Nitto
OutsideDenko Corporation
Independent Director
100 shares
June 2017
Director, Senior Executive Vice President, Nitto
Attendance at the Board of
Denko Corporation
Directors meetings:
13/13 (100%)
Apr. 2018
Director, Senior Executive Vice President,
Years of service (at the
CTO, CIO, General Manager of Corporate
conclusion of the Meeting):
Technology Sector, Nitto Denko Corporation
1 year and 0 months
June 2019
Representative Director, Senior Executive Vice
President, CTO, General Manager of Corporate
Technology Sector, Nitto Denko Corporation
June 2020
Retired from Nitto Denko Corporation
July 2020
Executive Director, Hokkaido University (parttime) (to present)
Aug. 2020
Project Professor, Keio University
Jun. 2021
Outside Director of the Company (to present)[Major concurrent positions]Executive Director, Hokkaido University (part-time)
Reason for nomination as a candidate for an Outside Director and outline of expected role
Mr. Toshiyuki Umehara has worked for many years as an engineer and business manager at a manufacturer of electronicmaterials, which has many top-share products in a wide range of fields such as FPD materials, automobiles, and medical.
He has a wealth of experience as a corporate manager and deep knowledge in the fields of technology and information
along with a high level of insight into technology management, where the Company has an advantage, and in theinformation field, which the Company is enhancing.
The Board of Directors expects him to be able to properly execute duties as Outside Director due to the above mentioned
reasons, and therefore, it has decided to nominate him as a candidate for an Outside Director. If he is reelected, he will be
involved as a member of the Nomination and Compensation Advisory Committee from an objective and neutral
standpoint in the selection of candidates for the Company’s Directors and in the determination of the remuneration for
Directors, etc.
[Matters concerning independence]
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, andhas notified the Tokyo Stock Exchange to that effect. If he is reelected, he will continue to serve as independent
director/auditor.

- 19 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Apr. 1989
Apr. 1996
Nov. 2001

8

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Joined ITOCHU Corporation
Stationed in Bangkok, ITOCHU (Thailand) Ltd.
Sugar and Confectionery Materials Division,
Grain and Sugar Department, ITOCHU
Corporation
June 2008
Stationed in Tokyo, Executive Officer,
ITOCHU Food Sales and Marketing Co., Ltd.
Apr. 2011
General Manager of Sugar and Dairy Products
Department, ITOCHU Corporation
Shuichi Miyamoto
Apr. 2013
General Manager of Sugar, Confectionary(May 5, 1965)
Materials, Coffee and Dairy Products
Male
Department, ITOCHU Corporation
Reelected
OutsideApr. 2014
General Manager of ASEAN & Southwest Asia
Director
Food Group and Singapore Representative,
0 shares
Attendance at the Board of
ITOCHU Corporation, ITOCHU Singapore Pte
Directors meetings:
Ltd.
13/13 (100%)
Apr. 2016
General Manager of Asia & Oceania Food
Years of service (at theGroup and Singapore Representative, ITOCHU
conclusion of the Meeting):
Corporation, ITOCHU Singapore Pte Ltd.
1 year and 0 months
Apr. 2019
Chief Operating Officer of Provisions Division,
ITOCHU Corporation
Apr. 2021
Associate Executive Officer, Chief Operating
Officer of Provisions Division, ITOCHU
Corporation (to present)
Jun. 2021
Outside Director of the Company (to present)[Major concurrent positions]
Associate Executive Officer, Chief Operating Officer ofProvisions Division, ITOCHU Corporation
Reason for nomination as a candidate for an Outside Director and outline of expected role
Mr. Shuichi Miyamoto joined a major Japanese trading company and has been consistently engaged in food-related
business since then. He has a wide range of experience, including handling raw materials, secondment to businesscompanies, and overseas assignments (Singapore and Thailand), and has been involved in overall food business andbusiness company management overseas. He has been active in a number of operations in Japan and overseas as a manager
since he became Chief Operating Officer of Provisions Division in April 2019.
The Board of Directors expects him to be able to properly execute duties as Outside Director due to the above mentioned
reasons, and therefore, it has decided to nominate him as a candidate for an Outside Director. If he is reelected, we expectthat he will contribute to the enhancement of the Company’s corporate value by providing advice and opinions in theareas of raw material procurement, new businesses, and overseas business management.
[Matters concerning independence]
The Company and ITOCHU Corporation, at which Mr. Shuichi Miyamoto concurrently holds a position, have a business
relationship related to the transactions of raw materials and product sales, etc. between the Company and ITOCHU
Corporation and its group companies. In addition, ITOCHU FOOD INVESTMENT, LLC and ITOCHU SUGAR CO.,LTD., both of which are subsidiaries of ITOCHU Corporation, are major shareholders of the Company and hold 39.9%of the Company’s total issued shares (net of treasury shares). Due to the above mentioned reasons, the Company will not
notify the Tokyo Stock Exchange of him as independent director/auditor under its provisions.

- 20 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Apr. 1979
Feb. 1987

9

Number of sharesof the Company
held(Number of shares
to be delivered as
per the Sharebased
Remuneration
Plan)

Joined Ajinomoto Co., Inc.
Acquired Ph.D. in Agriculture (Former
Laboratory of Applied Microbial Chemistry,
University of Tokyo)
Mar. 1988
Postdoctoral Fellow, Rockefeller University,
USA
Nov. 1988
Postdoctoral Fellow, Pennsylvania State
University, USA
Dec. 1989
Joined Sagami Chemical Research CenterMay 1999
Joined FANCL CORPORATION
June 2007
Director, Executive Officer, General Manager
Tomoko Tsuji
of FANCL CORPORATION.
(August 16, 1956)
FemaleMay 2008
Advisor of Nippon Suisan Kaisha, Ltd.
0 shares
Newly elected
Apr. 2009
General Manager of Human Life Science R&D
OutsideCenter, Nippon Suisan Kaisha, Ltd
Independent Director
May 2015
Executive Officer of YOSHINOYAHOLDINGS CO., LTD. (to present)
General Manager of the Materials Development
Department, the Product Division,
YOSHINOYA HOLDINGS CO., LTD. (topresent)
June 2020
Outside Director of Sundrug Co.Ltd. (topresent)[Major concurrent positions]Executive Officer of YOSHINOYA HOLDINGS CO., LTD.
Outside Director of Sundrug Co.Ltd.
Reason for nomination as a candidate for an Outside Director and outline of expected role
After joining a major domestic food manufacturer, Ms. Tomoko Tsuji was awarded a Ph.D. in agriculture and engaged inresearch on pharmaceutical seeds at universities in the United States, etc. Then, she worked in research and productdevelopment related to nutrition and functions of food products at several companies for many years while serving as adirector of a major domestic health food manufacturer. In addition, she serves as an Outside Director for a listed company,and has a wealth of experience and advanced knowledge.
The Board of Directors expects her to be able to properly execute duties as Outside Director due to the above mentioned
reasons, and therefore, it has decided to nominate her as a candidate for an Outside Director. In the event that she iselected, we expect that she will help enhance the Company’s corporate value by providing advice and opinions for theareas of research, product development, sustainability, etc. of the Group.
[Matters concerning independence]In the event that Ms. Tomoko Tsuji assumes the office of Director, the Company will designate her as independent
director/auditor under the provisions of the Tokyo Stock Exchange, and notify the Tokyo Stock Exchange to that effect.
YOSHINOYA HOLDINGS CO., LTD., where she concurrently serves as an Executive Officer, engages in food productdevelopment activities and has a business relationship with the Company. However, the transaction amount in respect of
this relationship is minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that she meets the requirements for Outside Directors under the Companies Act and therequirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no
obstacles or issues that would prevent her from carrying out her duties as an Outside Director.

- 21 -

[Matters of special mention concerning the candidates for Directors]- Policies and processes for selecting candidates for Director
Based on the “Fuji Oil Group Management Philosophy,” the Company has a policy to select as Director candidates people who
embody those values at a high level, possess rich real-world experience and great ability, are insightful, and can be expected tocontribute to the further development of the Group. In accordance with this policy, after receiving a report from the Nomination andCompensation Advisory Committee, the Board of Directors determined such candidates.
- Special interests with the Company
There are no special interests between the candidates and the Company.
- Matters concerning candidates for Outside Director
Of the candidates for Director, Ms. Yuko Ueno, Mr. Hidenori Nishi, Mr. Toshiyuki Umehara, Mr. Shuichi Miyamoto and Ms. Tomoko
Tsuji are candidates for Outside Directors.
- Outline of agreement limiting liability with candidates for Outside Director
The Company has entered into an agreement limiting liability with Ms. Yuko Ueno, Mr. Hidenori Nishi, Mr. Toshiyuki Umehara and
Mr. Shuichi Miyamoto in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and the Articles ofIncorporation. The limit of liability for damages under the agreement is the minimum amount of liability set forth in Article 425,
Paragraph 1 of the Companies Act, when the Outside Directors perform their duties in good faith and without gross negligence. If
the reelection of Ms. Yuko Ueno, Mr. Hidenori Nishi, Mr. Toshiyuki Umehara and Mr. Shuichi Miyamoto is approved, the Company
intends to extend the agreements with them on the same terms and conditions. If the election of Ms. Tomoko Tsuji is approved, theCompany plans to enter into the same limited liability agreement with her.
- Outline of directors and officers liability insurance policy for the candidate for Director as the insured
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 4303, Paragraph 1 of the Companies Act. This insurance policy covers the insured’s losses and such costs as related litigation expenses
incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured, including the Company’s
Directors, as a person at a certain position of the Company. If each candidate is elected and assumes office as Director, he or she will
become an insured person under the relevant insurance policy. The Company plans to renew the insurance policy on the same terms andconditions during the term of office.

- 22 -

Proposal No. 4:

Election of Three (3) Directors who also serve as Audit and Supervisory Committee Members

If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will become a company with an Audit and Supervisory Committee, and thus we propose to appoint three(3) Directors who also serve as Audit and Supervisory Committee Members.
The consent of the Board of Corporate Auditors has been obtained with respect to this proposal.
The Proposal will take effect on condition that the amendments to the Articles of Incorporation as described in No.
2 “Partial Amendments to the Articles of Incorporation” take effect.
The candidates for Directors who also serve as Audit and Supervisory Committee Members are as follows.

2

3

Current positions and responsibilities in
the Company

Makoto Shibuya(October 25, 1959)

Male

Full-time Corporate Auditor

5 years and0 months

Ryuta Uozumi(February 24, 1948)

Male

Corporate Auditor

3 years and0 months

Hirohiko Ikeda(June 21, 1960)

Male

Corporate Auditor

2 years and0 months

Name(Date of birth)No.

1GenderYears ofservice as a
Corporate
Auditor(at theconclusion of
the Meeting)

NewlyelectedNewlyelectedOutsideIndependent
Director
NewlyelectedOutsideIndependent
Director- 23 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company
Oct. 1995
Apr. 1998

1

Number of sharesof the Company
held

Joined Miyairi Valve Mfg. Co., Ltd.
General Manager, General Affairs Department,
Administration Division, Miyairi Valve Mfg.
Makoto ShibuyaCo., Ltd.
(October 25, 1959)
June 2005
Representative Director, IR Communications
MaleCo., Ltd.
Newly elected
June 2007
Representative Director and President, Banners
Attendance at the Board ofCo., Ltd.
Directors meetings:
Jan. 2010
Joined the Company
16/16 (100%)
May 2010
General Manager of General Affairs
1,700 shares
Attendance at the Board of
Department, Personnel & General Affairs
Corporate Auditors meetings:
Division
12/12 (100%)
Apr. 2013
General Manager of President’s Office,Years of service as a Corporate
Corporate Planning Division
Auditor
Apr.
2014
Executive Officer(at the conclusion of theGeneralManager of Legal Department, Global
Meeting)
Strategy
Division
5 years and 0 months
Apr. 2017
Senior Manager of Legal & General Affairs
Group
June 2017
Corporate Auditor (to present)[Reason for nomination as a candidate for a Director who also serves as an Audit and Supervisory Committee Member]
Mr. Makoto Shibuya had experience of involvement in start-up of corporation and management at a listed company
prior to joining the Company.
After joining the Company, he worked as an executive officer in charge of legal affairs and was involved in theestablishment of corporate governance, compliance system and whistle-blowing system of the Group. He also has
extensive experience in domestic and overseas legal matters, and as a qualified CFE (certified fraud examiner), he has
considerable experience and expertise in fraud investigation and compliance. Furthermore, he has five-year experience
as Corporate Auditor of the Company. Considering expertise and experience necessary for auditing, we have newly
nominated him as a candidate for Director who also serves as an Audit and Supervisory Committee Member.

- 24 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1971
Apr. 1975

2

Number of sharesof the Company
held

Joined IWATSU ELECTRIC CO., LTD
Joined YAMAMOTO OIL COMPANY LTD.
(Current JFE Shoji Oil Co., Ltd.)
Oct. 1985
Joined Asahishinwa Accounting Audit
Corporation (current KPMG AZSA LLC)
June 2003
Senior Partner at Asahi and Co. (current KPMG
AZSA LLC)
Ryuta Uozumi
Apr. 2004
President and Representative Director, AZSA
(February 24, 1948)
Sustainability Co., Ltd. (concurrent position)Male(current KPMG AZSA Sustainability Co., Ltd.)
Newly elected
June 2010
Stepped down from AZSA Audit Corporation
Outside(current KPMG AZSA LLC)
Independent Director
July 2010
Representative of Ryuta Uozumi Certified
Attendance at the Board of
Public Accountant Office (to present)
Directors meetings:
0 shares16/16 (100%)
June 2013
Stepped down from KPMG AZSA
Attendance at the Board of
Sustainability Co., Ltd.
Corporate Auditors meetings: July 2013
Representative of Uozumi Sustainability
12/12 (100%)
Research Institute (to present)
Years of service as a Corporate June 2018
Outside Auditor of Maruichi Steel Tube Ltd. (toAuditorpresent)(at the conclusion of theJune 2019
Outside Corporate Auditor (to present)
Meeting)June 2020
Outside Auditor of DAIEI KANKYO Co.,Ltd.
3 years and 0 months(to present)[Major concurrent positions]Representative of Ryuta Uozumi Certified Public Accountant
OfficeRepresentative of Uozumi Sustainability Research InstituteOutside Auditor of Maruichi Steel Tube Ltd.
Outside Auditor of DAIEI KANKYO Co.,Ltd.
Reason for nomination as a candidate for an Outside Director who also serves as an Audit and Supervisory Committee
Member and the outline of expected roles
Mr. Ryuta Uozumi has a wealth of expertise and knowledge as a Certified Public Accountant and has many years ofexperience in audit work at a major audit corporation. He also has a high level of insight and experience insustainability issue, including environmental accounting.
We expect him to be able to properly execute duties as an Outside Director due to the above mentioned reasons, andtherefore, it has decided to newly nominate him as a candidate for an Outside Director who also serves as an Audit andSupervisory Committee Member. In the event that he is elected, we expect that he will supervise and advise on job
execution of Directors, drawing on his expertise in financial accounting and sustainability.
[Matters concerning independence]
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange,and has notified the Tokyo Stock Exchange to that effect. If he is elected, he will continue to serve as independent
director/auditor.

- 25 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company

Passed the National Bar Examination
Registered as an attorney; joined Oh-Ebashi
LPC & Partners
May 1991
Graduated from University of Virginia Schoolof Law
Sept. 1991
Worked at Weil, Gotshal & Manges LLP in
New York
June 1992
Registered as an attorney in New York State0 shares
Apr. 1993
Partner of Oh-Ebashi LPC & Partners (topresent)
Apr. 2010
Visiting Professor, Osaka University Law
School (to present)
June 2020
Outside Corporate Auditor of the Company (topresent)[Major concurrent positions]
3
Partner of Oh-Ebashi LPC & Partners
Visiting Professor, Osaka University Law School
Reason for nomination as a candidate for an Outside Director who also serves as an Audit and Supervisory Committee
Member and the outline of expected roles
Mr. Hirohiko Ikeda is a corporate law specialist with specialized knowledge as an attorney at law. He has many years ofexperience as an attorney at law, working on corporate legal and M&A projects. He has also worked as an attorney at law
in America and has global legal experience through studying litigation and audit systems in the Asia Pacific region. As auniversity lecturer, he is committed to training young people, and has a wealth of experience and insight.
We expect him to be able to properly execute duties as an Outside Director due to the above mentioned reasons, andtherefore, it has decided to newly nominate him as a candidate for an Outside Director who also serves as an Audit andSupervisory Committee Member. In the event that he is elected, we expect that he will supervise and advise on job
execution of Directors, drawing on his expertise on corporate legal affairs.
[Matters concerning independence]
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, andhas notified the Tokyo Stock Exchange to that effect. If he is elected, he will continue to serve as independent
director/auditor.
[Matters of special mention concerning the candidates for Directors who also serve as Audit and Supervisory Committee Members]- Special interests with the Company
There are no special interests between the candidates for Directors who also serve as Audit and Supervisory Committee Members
and the Company.
- Matters concerning candidates for Outside Director
Of the candidates for Directors who also serve as Audit and Supervisory Committee Members, Mr. Ryuta Uozumi and Mr. Hirohiko
Ikeda are candidates for Outside Directors.
- Outline of the agreement limiting liability with candidates for Directors who also serve as Audit and Supervisory Committee
Members
The Company has entered into an agreement limiting liability with Mr. Makoto Shibuya, Mr. Ryuta Uozumi and Mr. Hirohiko Ikeda
in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation. The limit ofliability for damages under the agreement is the minimum amount of liability set forth in Article 425, Paragraph 1 of the Companies
Act, when the Corporate Auditor performs his duties in good faith and without gross negligence. If the election of Mr. Makoto
Shibuya, Mr. Ryuta Uozumi and Mr. Hirohiko Ikeda is approved, the Company plans to enter into the similar agreements with them.
- Outline of directors and officers liability insurance policy for the candidates for Directors who also serve as Audit and Supervisory
Committee Members as the insured
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article
430-3, Paragraph 1 of the Companies Act. This insurance policy covers the insured’s losses and such costs as related litigation
expenses incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured, including theCompany’s Directors, as a person at a certain position of the Company. If each candidate is elected and assumes office as a Director
who also serves as an Audit and Supervisory Committee Member, he will become an insured person under the relevant insurance
policy. The Company plans to renew the insurance policy on the same terms and conditions during the term of office.
Hirohiko Ikeda(June 21, 1960)
Male
Newly elected
OutsideIndependent Director
Attendance at the Board of
Directors meetings:
16/16 (100%)
Attendance at the Board of
Corporate Auditors meetings:
12/12 (100%)Years of service as a Corporate
Auditor(at the conclusion of the
Meeting)
2 years and 0 months

Oct. 1984
Apr. 1987

Number of sharesof the Company
held- 26 -

Proposal No. 5:

Election of one (1) Substitute Director who also serves as an Audit and Supervisory Committee
MemberIf Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will become a company with an Audit and Supervisory Committee, and thus we propose to appoint one(1) Substitute Director who also serves as an Audit and Supervisory Committee Member in case the number of
Directors who also serve as Audit and Supervisory Committee Members falls below the legally required minimum
number.
The consent of the Board of Corporate Auditors has been obtained with respect to this proposal.
The Proposal will take effect on condition that the amendments to the Articles of Incorporation as described in No.
2 “Partial Amendments to the Articles of Incorporation” take effect.
The candidate for a Substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1986

Number of sharesof the Company
heldRegistered as an attorney at law
Joined Daiichi Law Office (current Daiichi Law Office,
P.C.)
June 2000
Outside Corporate Auditor of SHINYEI KAISHA
June 2015
Outside Director of SHINYEI KAISHA
Outside Auditor of EXEDY Corporation (to present)
Tadashi Fukuda
Mar. 2016
Representative Partner of Daiichi Law Office, P.C. (to(March 4, 1953)
present)
Male
June 2016
Outside Corporate Auditor of Mitsubishi Tanabe Pharma
0 shares
Newly elected
Corporation
OutsideMar. 2020
Outside Director of ES-CON JAPAN Ltd. (Audit andIndependent Director
Supervisory Committee Member) (to present)[Major concurrent positions]Representative Partner of Daiichi Law Office, P.C.
Outside Auditor of EXEDY Corporation
Outside Director of ES-CON JAPAN Ltd. (Audit and Supervisory
Committee Member)
Reason for nomination as a candidate for a Substitute Outside Director who also serves as an Audit and Supervisory Committee
Member and the outline of expected roles
Mr. Tadashi Fukuda is a corporate law specialist with specialized knowledge as an attorney at law. He works as an Outside Director
and outside auditor at multiple companies and has a wealth of experience as well as an advanced level of insight.
We expect him to be able to properly execute duties as an Outside Director due to the above mentioned reasons, and therefore, it has
decided to newly nominate him as a candidate for a Substitute Outside Director who also serves as an Audit and Supervisory
Committee Member. If he takes office, we expect him to supervise and advise on job execution of Directors, drawing on his
expertise on corporate legal affairs.
[Matters concerning independence]
If he assumes office as an Outside Director who also serves as an Audit and Supervisory Committee Member, we intend to designate
him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and notify the Tokyo Stock Exchange to that
effect.
[Matters of special mention concerning the candidates for Substitute Director who also serve as an Audit and Supervisory Committee
Member]- Special interests with the Company
There are no special interests between him and the Company.
- Matters concerning the candidate for a Substitute Outside Director who also serves as an Audit and Supervisory Committee Member
He is a candidate for a Substitute Outside Director who also serves as an Audit and Supervisory Committee Member.
- Outline of agreement limiting liability with candidates for Substitute Directors who also serve as Audit and Supervisory Committee
Members
If he is elected as a Substitute Outside Director who also serves as an Audit and Supervisory Committee Member by approval andresolution of this proposal; and the number of Outside Directors who also serve as Audit and Supervisory Committee Members falls
below the legally required minimum, and he assumes the said position, we intend to enter into an agreement limiting liability withhim as per the provisions of Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation. The limit of liability
for damages under the agreement is the minimum amount of liability set forth in Article 425, Paragraph 1 of the Companies Act,
when the Director performs his duties in good faith and without gross negligence.

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-

Outline of directors and officers liability insurance policy for candidates for Substitute Director who also serve as an Audit andSupervisory Committee Member as the insured
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 4303, Paragraph 1 of the Companies Act. This insurance policy covers the insured’s losses and such costs as related litigation expenses
incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured, including the Company’s
Directors, as a person at a certain position of the Company. If he is elected as a Substitute Director who also serves as an Audit andSupervisory Committee Member by approval and resolution of this proposal; and the number of the Outside Directors who also serve
as Audit and Supervisory Committee Members falls below the legally required minimum and he assumes the said position, he will
become an insured person under the insurance contract. The Company plans to renew the insurance policy on the same terms andconditions in the next round of update.

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Proposal No. 6:

Determination of Amounts of Remunerations, etc. for Directors (excluding Directors who also
serve as Audit and Supervisory Committee Members)

The remunerations, etc. for Directors was approved during the 92nd Ordinary General Meeting of Shareholders heldon June 18, 2020 to be up to 600 million yen per annum (including up to 50 million yen for Outside Directors, but
excluding salaries for Directors who also serve as employees of the Company). However, if the Proposal No. 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed, the Company will become
a company with an Audit and Supervisory Committee. Therefore, in light of current economic circumstances etc, werequest for approval of an annual allocation of up to 600 million yen (including up to 100 million yen for Outside
Directors) for the remunerations, etc. to be distributed to Directors (excluding Directors who also serve as Audit andSupervisory Committee Members; the same applies below) after the Company transitions to a company with an Audit
and Supervisory Committee. If the Proposal is approved, we intend to change the wording for eligible individuals in
the resolution policies related to remunerations, etc. for individual Directors from “Directors” to “Directors(excluding Directors who also serve as Audit and Supervisory Committee Members).” However, as per the said
policies, amounts of the remuneration, etc. related to the Proposal will consist of basic remunerations (fixed byposition) and performance-linked cash remunerations (bonuses), and we deem this remuneration plan to bereasonable. The remunerations, etc. will not include salaries for Directors who also serve as employees of theCompany.
Although the Board currently has eight (8) Directors (including four (4) Outside Directors), if the Proposal No. 2“Partial Amendments to the Articles of Incorporation” and Proposal No. 3 “Election of Nine (9) Directors (excluding
Directors who also serve as Audit and Supervisory Committee Members)” are approved as originally proposed, thenumber of Directors will be nine (9) (including five (5) Outside Directors).
The Proposal will take effect on condition that the amendments to the Articles of Incorporation as specified in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” take effect.

Proposal No. 7:
Determination of Amounts of Remuneration, etc. for Directors who also serve as Audit andSupervisory Committee Members
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will become a company with an Audit and Supervisory Committee. Therefore, in light of the current
economic circumstances, etc., we request to approve allocating up to 100 million yen per annum for the
remunerations, etc. to be distributed to Directors who also serve as Audit and Supervisory Committee Members after
the Company transitions to a company with an Audit and Supervisory Committee. Amounts of the remuneration, etc.
related to the Proposal are deemed to be reasonable for the duties and responsibilities of Directors who also serve as
Audit and Supervisory Committee Members.
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal No. 4 “Election of Three (3)Directors who also serve as Audit and Supervisory Committee Members” are approved as originally proposed, thenumber of Directors who also serve as Audit and Supervisory Committee Members will be three (3).
The Proposal will take effect on condition that the amendments to the Articles of Incorporation as specified in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” take effect.

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Proposal No. 8:

Determination of Amounts of Remuneration, etc. under the Performance-linked Share-based
Remuneration Plan for Directors (excluding Directors who also serve as Audit and Supervisory
Committee Members) and Other Relevant Details

1. Reasons for the proposal and reasons for justifying the remuneration plan
The Performance-linked Share-based Remuneration Plan for Directors was approved and adopted at the 92nd
Ordinary General Meeting of Shareholders on June 18, 2020. Meanwhile, if the Proposal No. 2 “Partial
Amendments to the Articles of Incorporation” is approved as originally proposed, the Company will become acompany with an Audit and Supervisory Committee. In conjunction with this transition, we request to newly
establish a remuneration limit under a share-based remuneration plan (hereinafter the “Plan”) for Directors(excluding Outside Directors and Directors who also serve as Audit and Supervisory Committee Members; thesame applies below.), to replace the existing remuneration limit related to the Performance-linked Share-based
Remuneration Plan.
Remuneration limits under this plan will be, as the remuneration limit under the existing Performance-linked
Share-based Remuneration Plan, separately allocated from the remuneration limit proposed for approval under
Proposal No. 6 “Determination of Amounts of Remunerations, etc. for Directors (excluding Directors who also
serve as Audit and Supervisory Committee Members).”
The Proposal is associated with administrative procedures involved in the transitioning process to a company
with an Audit and Supervisory Committee, and the remuneration plan is substantially the same as the
Performance-linked Share-based Remuneration Plan approved at the 92nd Ordinary General Meeting of
Shareholders on June 18 2020, except the new plan aims to boost the morale to help improve the businessperformance and increase the corporate value over a medium to long term by further visualizing the link among
the remunerations for Directors, the Company’s performance and share value and allowing Directors to updateshareholders of profits and risks attributed to stock price fluctuations. If the Proposal is approved, the Company
intends to revise the resolution policies on remunerations, etc. for individual Directors in accordance with theapproved policies and pursuant to Proposal No. 6 “Determination of Amounts of Remunerations, etc. for
Directors (excluding Directors who also serve as Audit and Supervisory Committee Members)” at the Board
Meeting after the conclusion of the General Meeting of Shareholders. We deem the Proposal to be necessary todefine details of the remuneration packages, etc. for individual Directors pursuant to the revised policies and to
be reasonable.
Although there are currently four (4) Directors that are eligible for this plan, if the Proposal No. 2 “Partial
Amendments to the Articles of Incorporation” and Proposal No. 3 “Election of Nine (9) Directors (excluding
Directors who also serve as Audit and Supervisory Committee Members)” are approved as originally proposed,
the number of Directors eligible for the plan will be four (4).
The Proposal will take effect on condition that the amendments to the Articles of Incorporation as specified in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” take effect.

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2. Amounts of remuneration etc. and other details under the Plan
(1) Outline of the Plan
The Plan is a share-based remuneration plan, under which the Company contributes money and establishes
a trust (already established; hereinafter the “Trust”). The Trust will acquire shares of the Company, and thenumber of such shares corresponding to the number of points granted to each Director by the Company,
will be delivered to each Director through the Trust.
Shares of the Company will be delivered to each Director at the time of his/her retirement from office inprinciple.
Directors of the Company (excluding Outside Directors andDirectors who also serve as Audit and Supervisory Committee
Members)
From the fiscal year ended March 31, 2021 to the fiscal year
ending March 31, 2023

(i)

Persons eligible for the Plan(ii)

Applicable Period(iii)

The maximum amount of money that the Company willcontribute as funds necessary to acquire the shares of theCompany for delivery to eligible Directors in (i) for thethree (3)-year Applicable Period covered by (ii)

Total: 600 million yen(iv)

Method of acquisition of shares of the Company

Either through the stock market (including in after-hours
trading) or through the disposal of treasury shares(v)

The upper limit for the total number of points that theCompany will grant to Directors mentioned in (i)100,000 points for each fiscal year(vi)

Benchmark for granting points

Grant the number of points in accordance with their positionand performance achievement level(vii)

Period for delivering the shares of the Company to
Directors mentioned in (i)At the time of retirement from office in principle(2)

Maximum amount of money to be contributed by the Company
Initially the trust period of the Trust will be approximately three (3) years, and the Company will establish
the Trust for the benefit of Directors who meet certain beneficiary requirements, by contributing, during
the Applicable Period, up to 600 million yen in total, as funds necessary for the Trust to acquire shares of
the Company to be delivered to Directors under the Plan, as the remuneration for the Directors in officeduring the period that applies to item (1)- (ii) above. The Trust shall, using money entrusted by theCompany, acquire the shares of the Company either through the stock market (including in after-hours
session) or through the disposal of treasury shares.
Note: The monetary amount to be actually entrusted to the Trust by the Company will be equal to the sumof the estimated necessary expenses such as trust fees and payment for the trust administrator, etc. on topof the abovementioned funds for acquiring shares of the Company.
Note that the Plan may be continued, by resolution of the Board of Directors of the Company, by extending
the Applicable Period until any time within five (5) fiscal years prescribed each time and, in line with this,extending the trust period of the Trust (including the case where the trust property of the Trust is transferred
to another trust established by the Company for the identical purpose, effectively extending the trust period;
the same will apply hereinafter). In this instance, during the extended Applicable Period, the Company willcontribute additional money of the amount up to 200 million yen multiplied by the number of fiscal yearsof the extended Applicable Period as the funds necessary to acquire additional shares of the Company to
be delivered to Directors under the Plan, and continue to grant points and deliver shares of the Company
described in (3) below.
Furthermore, even if the Company does not extend the Applicable Period as described above and does notcontinue the Plan, then if, upon the expiry of the Trust Period, there are still Directors who have alreadybeen granted points but not yet retired from office, the trust period of the Trust may be extended until said
Directors retire from office and the delivery of shares of the Company to them has been completed.

- 31 -

(3)Calculation method and maximum number of shares of the Company to be delivered to Directors(i) Method of granting points to Directors
The Company will, pursuant to the Share Grant Regulations established by its Board of Directors,
grant to each Director the number of points in accordance with their position and performanceachievement level at the date of granting points set forth in the Share Grant Regulations during thetrust period.
However, the aggregate number of points to be granted by the Company to Directors shall be up to
100,000 points for each fiscal year.
(ii) Delivery of shares of the Company based on the number of points granted
Directors will receive, in accordance with the procedure described in (iii) below, the delivery of thenumber of shares of the Company based on the number of points granted under (i) above.
One (1) point equals one (1) share of the Company. However, in the event of circumstances that canreasonably justify adjustment to the number of the shares of the Company to be delivered, such as
share split or share consolidation, the Company will make reasonable adjustment to the number of
its shares corresponding to one (1) point according to the ratio of such share split, share consolidationor other circumstances.
(iii) Delivery of shares of the Company to Directors
Delivery of shares of the Company to each Director as described in (ii) above will be done from theTrust, subject to the completion of the prescribed beneficiary verification procedures by each Director
at the time of his/her retirement from office.
However, a certain portion of shares of the Company to be delivered may be sold/realized in the Trust
first for the purpose of the Company to withhold funds to pay taxes such as withholding taxes, anddelivered in the form of money in lieu of shares of the Company. In addition, in the event ofrealization of shares of the Company held in the Trust due to the settlement following thecircumstances such as subscription to a tender offer for shares of the Company held in the Trust, theTrust may also effect the delivery in the form of money in lieu of shares of the Company.

(4)

Exercise of voting rights
Pursuant to instructions of the trust administrator who is independent from the Company and its Directors,
the voting rights associated with shares of the Company held in the Trust will not be exercised without
exception. This method is intended to ensure neutrality towards management practices of the Company inrelation to exercise of voting rights related to such shares.

(5)

Handling of dividends
Dividends on shares of the Company held in the Trust will be received by the Trust, and will be appropriatedtowards payment for acquisition of shares of the Company, trust fees for the trustee associated with theTrust, etc.

- 32 -