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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 5541)
June 2, 2017
To Shareholders with Voting Rights:
Akira Sasaki
President Director & Representative
Director
PACIFIC METALS CO., LTD.
6-1, Otemachi 1-Chome, Chiyoda-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 91ST ANNUAL GENERAL SHAREHOLDERS MEETING
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 91st Annual General Shareholders Meeting of PACIFIC METALSCO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Shareholders Meeting and exercise yourvoting rights by 5:30 p.m. Japan time on Wednesday, June 28, 2017.
1. Date and Time:
2. Place:

Thursday, June 29, 2017 at 10:00 a.m. Japan time
Iidabashi Rainbow Building (7F) located at
11 Ichigayafunagawaramachi, Shinjuku-ku, Tokyo(For the location of the venue, please refer to the map of the venue of theGeneral Shareholders Meeting at the end of this document.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
91st Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board
of Auditors
2. Non-consolidated Financial Statements for the Company’s 91st Fiscal Year
(April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Reverse Stock Split
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of nine (9) Directors
Proposal 3:-1-

4. Exercise of voting
rights:If attending the General Shareholders Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise
Form at the reception desk.
Please also bring this Notice with you.
Date & time of General Shareholders Meeting
Thursday, June 29, 2017 at 10:00 a.m. Japan time
If unable to attend the General Shareholders Meeting● Exercise your voting rights by postal mail (in writing)
Please indicate your vote for or against each proposal on the enclosed Voting
Rights Exercise Form and send it back so that it is received by the voting
deadline below.
Deadline for exercising voting rights
Wednesday, June 28, 2017 at 5:30 p.m. Japan time
● Exercise your voting rights via the Internet
Please access the voting website (http://www.web54.net) (Japanese only), use
the “Voting Right Exercise Code” and “Password” indicated on the enclosed
Voting Rights Exercise Form and enter your vote for or against each proposal byfollowing the instructions displayed on the screen.
When exercising your voting rights via the Internet, please read the “Guide to
Exercising Voting Rights via the Internet” on page 3.
Deadline for exercising voting rights
Wednesday, June 28, 2017 at 5:30 p.m. Japan time

* The reception desk at the venue is scheduled to open at 9:00 a.m.
* Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements are postedon the Company’s website in accordance with provisions of laws and regulations as well as Article 17 of theCompany’s Articles of Incorporation and therefore are not provided in the Appendix to this Notice. If there
are any revisions in the Reference Documents for the General Shareholders Meeting, Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements, the revised versions will be
posted on the Company’s website (Japanese only).
The Company’s website: http://www.pacific-metals.co.jp-2-

Guide to Exercising Voting Rights via the Internet
If you wish to exercise your voting rights via the Internet, please confirm the following matters before voting.
1. You may exercise your voting rights via the Internet only by accessing the voting website designated by
the Company (http://www.web54.net) (Japanese only). Please note that you cannot vote on the voting
website by accessing the Internet from a mobile phone.
2. Please exercise your voting rights via the Internet by 5:30 p.m. Japan time on Wednesday, June 28, 2017
to allow for vote counting.
3. If you exercise your voting rights both in writing and via the Internet, whichever vote that is received
later will be treated as valid. If your vote in writing and your vote via the Internet are received on thesame day, only the latter will be treated as valid.
4. If you exercise your voting rights more than once via the Internet, only your last vote will be treated asvalid.
5. If you fail to indicate your vote for or against a proposal (or your abstention from voting on a proposal),
you will be deemed to have voted in favor of that proposal.
6. The password is important information for confirming that the person who is exercising the voting rights
is the actual shareholder. Please treat it with utmost care, in the same manner as your seal and personal
identification number. Please bear in mind that we cannot respond to any inquiries about your Voting
Right Exercise Code or password.
7. If you enter the wrong password more than a certain number of times, it will become unusable. If you
wish to have a new password issued, please follow the on-screen instructions on how to apply for a new
password.
8. The Voting Right Exercise Code included in the Voting Rights Exercise Form is valid exclusively at theupcoming General Shareholders Meeting.
9. Shareholders will be required to bear any connection fees payable to internet service providers andcommunication fees (telephone charges, etc.) payable to communication carriers that may be incurred
upon using the voting website.
10. Inquiries regarding the use of devices such as personal computer(1) If you are unsure of how to use your device such as personal computer with regard to exercising yourvoting rights via the Internet, please contact:
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Web Support
TEL: 0120-652-031 (Business hours: 9:00 – 21:00)(2) If you have any other inquiries, please contact the following.
(a) Shareholders who have an account with a securities company: Please contact your securities company.
(b) Shareholders who do not have an account with a securities company (i.e., Shareholders who have a
special account): Please contact the following.
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Center
TEL: 0120-782-031 (Business hours: 9:00 – 17:00, excluding Saturdays, Sundays and national holidays)-3-

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

Reverse Stock Split

1. Reasons the reverse stock split is required
Japanese stock exchanges collectively announced the “Action Plan for Consolidating Trading Units,” whichaims to standardize the trading units for common stock (the number of shares per share unit) of listed
domestic corporations at 100 shares. The deadline for companies to make this transition is October 1, 2018.
As a corporation listed on the Tokyo Stock Exchange, the Company respects the purpose of the said plan,
and will change the trading units for its common stock from 1,000 shares to 100 shares, and also execute areverse stock split (1-for-10 share consolidation) for the purpose of maintaining investments at an appropriate
level.
2. Class and ratio of shares subject to the reverse stock split
Every ten shares of the Company's common stock will be consolidated into one share.
However, with respect to shareholders who hold fractional shares of less than one share that arise from thereverse stock split, the Company will dispose of all such fractional shares in accordance with the Companies
Act and distribute the proceeds from the disposal thereof to such shareholders in amounts proportional to theirrespective holdings of such fractional shares.
3. Effective date of reverse stock split: October 1, 2017
4. Total number of authorized shares as of the effective date: 50,000,000
5. Other
The reverse stock split referred to in this proposal is subject to the approval of Proposal 2 “Partial
Amendments to the Articles of Incorporation”.
The Company requests that other important matters be entrusted to the Board of Directors.
Note: As a result of the reverse stock split, the total number of outstanding shares will decrease by 10% of theoriginal number. However, there are no changes to the amount of total assets, etc., and therefore, theamount of net assets per share increases tenfold and there is no change in the asset value of the sharesof the Company if other factors such as market fluctuations are excluded.

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
The Article of Incorporation is to be partially amended in order to change the number of shares per
share unit from 1,000 shares to 100 shares, subject to Proposal 1 “Reverse Stock Split” being
approved and coming into effect.
A supplementary provision has been included stipulating that the partial amendments to the Articles
of Incorporation shall come into effect on the effective date of the reverse stock split will beestablished. This supplementary provision will be deleted from the Articles of Incorporation after theeffective date of the reverse stock split.
2. Details of the amendments
Details of the partial amendments to the Articles of Incorporation are as follows. (Amended partsare underlined.)
Current
Proposed amendment
CHAPTER 2. SHARES AND SHAREHOLDERS CHAPTER 2. SHARES AND SHAREHOLDERS(Total Number of Shares Authorized to be Issued
by the Company)
Article 6
The total number of Shares authorized to beissued by the Company shall be five hundred
million shares.

(Total Number of Shares Authorized to be Issued
by the Company)
Article 6
The total number of Shares authorized to beissued by the Company shall be fifty million
shares.

(Number of Share Units)
Article 8
The Share Unit of the Company shall be one
thousand shares.

(Number of Share Units)
Article 8
The Share Unit of the Company shall be one
hundred shares.

(New provision)

Supplementary Provision
The amendments to Articles 6 and 8 shall comeinto effect on October 1, 2017. This
supplementary provision shall be deleted after
October 1, 2017.
Note: Pursuant to Article 182, Paragraph 2 of the Companies Act, Article 6 (Total Number of Shares
Authorized to be Issued by the Company) of the Articles of Incorporation referred to above shall bedeemed to have been amended on the effective date of the reverse stock split, i.e., October 1, 2017.

-5-

Proposal 3:

Election of nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Shareholders Meeting. Accordingly, the election of nine (9) Directors is proposed. The candidates are as
follows.
Details about each candidate such as career summary, reason for nomination and other information arestated in pages 7 to 11.
Attendance at
Term ofBoard of Directors
Position
Responsibilities
No.
Name
officemeeting1

Akira Sasaki

Reappointment

10 yearsPresident Director

2

Tamaki Fujiyama

Reappointment

7 years

Director & Senior
Managing Executive
Officer3

Keiichi Koide

Reappointment

7 years

Director & Managing
Executive Officer

4

TetsuoHatakeyama

Reappointment

6 years

Director & Managing
Executive Officer

Representative Director
Assistant to the President
and In charge of Safety &Health Management,
Environmental
Management, Quality
Control and TechnicalResearch & Development
In charge of Ore Purchasing& Mining Engineering andGeneral Manager,
Corporate Planning Dept.
In charge of Purchasing &Materials
In charge of Internal
Controls, IR, General
Affairs and Finance &Accounting
General Manager,
Production Dept.,
Production Div. andGeneral Manager, Utility &Maintenance Dept.

22 out of 22
meetings(100.0%)22 out of 22
meetings(100.0%)22 out of 22
meetings(100.0%)22 out of 22
meetings(100.0%)22 out of 22
meetings(100.0%)5

Kazuyuki Sugai

Reappointment

5 years

Director & Managing
Executive Officer

6

Masayuki Aoyama

Reappointment

3 years

Director & Senior
Executive Officer

7

Yoshiharu Inomata

New candidate

―

―

―

―

8

Shinya Matsumoto

Reappointment
OutsideIndependent

4 years

Outside Director―

18 out of 22
meetings(81.8%)

9Hikari Imai

Reappointment
OutsideIndependent

1 yearOutside Director―

15 out of 15
meetings(100.0%)Notes:

1.
2.

22 out of 22
meetings(100.0%)Term of office, position and responsibilities are as at the time of this Annual General Shareholders Meeting.
Candidate for Director Hikari Imai’s attendance at the Board of Directors meetings is based on the Board of
Directors meetings held after his appointment to Director on June 29, 2016.

Reappointment: Candidate for Director to be reappointed
New candidate: Candidate for Director to be newly appointed
Outside: Candidate for Outside Director
Independent : Independent Director

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Joined the Company
Deputy General Manager, Production Dept.
No.1, Hachinohe Plant
Deputy General Manager, Production Dept.,
July 1999
Production Div.
General Manager, Utility & Maintenance
April 2001
Dept., Production Div.
Director and General Manager, Utility &June 2006
Maintenance Dept., Production Div.
and General Manager, Environmental
April 2008
Business Dept., Production Div.
Director and Assistant General Manager,
April 2009
Production Div.
45,050and General Manager, Environmental
April 2009Management Dept.
Senior Executive Officer and AssistantJune 2009
General Manager, Production Div.
Director
June 2010
Senior Executive Officer
June 2010
General Manager, Production Div. andJune 2010
General Manager, Production Dept.
Managing Executive Officer
June 2011
GeneralManager,
Production
Dept.,
December 2012
Production Div.
President Director & Representative Director
June 2014(to present)
The Company nominated Akira Sasaki as a candidate for Director because he has
extensive experience and broad insight as a corporate manager, has demonstrated
leadership as the Company’s top management executive, is well versed in not only
the production division but also the facility construction division, overseas
affiliates and other divisions, and we determined that he has the experience andabilities suited to Representative Director of the Company.
Joined the Company
April 1973
Deputy General Manager, Quality Control
December 1997
Dept., Hachinohe Plant
General Manager, Quality Control Dept.,
April 2001
Production Div.
General Manager, Internal Audit Dept.
June 2006
Senior Executive Officer
June 2009
Director (to present)
June 2010
30,000Managing Executive Officer
June 2012
In charge of Safety & Health Management,
June 2013
Environmental Management, Quality Control
and Technical Research & Development (topresent)
Senior Managing Executive Officer (toJune 2014
present)
Assistant to President (to present)
June 2014
The Company nominated Tamaki Fujiyama as a candidate for Director because hehas extensive experience and broad insight in various fields of the Company suchas quality control and internal audit divisions, has demonstrated leadership as theCompany’s management executive, and we determined that he has the experienceand abilities suited to a Director who can take charge of the management of theCompany.
April 1972
December 1997

Akira Sasaki(October 8, 1949)

1

Reason for nomination as
candidate for Director

Tamaki Fujiyama(February 25, 1950)

2

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Joined the Company
Deputy General Manager, Ore Purchasing &Mining Engineering Dept.
Associate General Manager, Ore Purchasing &December 2003
Mining Engineering Dept.
General Manager, Ore Purchasing & Mining
December 2008
Engineering Dept.
Executive Officer
June 2009
Director, Rio Tuba Nickel Mining Corporation
June 2010(to present)
27,000
Director, Taganito Mining Corporation (toJune 2010
present)
Director, the Company (to present)
June 2010
Senior Executive Officer
June 2010
General Manager, Ore Purchasing & Mining
June 2010
Engineering Dept.
Managing Executive Officer (to present)
June 2014
In charge of Ore Purchasing & Mining
June 2014
Engineering, (to present)
General Manager, Corporate Planning Dept.
February 2016
(to present)
The Company nominated Keiichi Koide as a candidate for Director because he isengaged in the exploration and purchasing of nickel ore (i.e., the main raw
material), is involved in the management of overseas affiliates (suppliers) as well,and we determined that he has the experience and abilities suited to a Director who
can take charge of the management of the Company.
Joined the Company
April 1974
Deputy General Manager, Purchasing &July 1999
Materials Dept.
General Manager, Purchasing & Materials
December 2003
Dept.
Executive Officer
June 2009
Senior Executive Officer
June 2010
21,000
Director (to present)
June 2011
President & Representative Director, PacificMay 2014
Gas Center Co., Ltd.
Managing Executive Officer, the Company (toJune 2014
present)
In charge of Purchasing & Materials (toJune 2014
present)
The Company nominated Tetsuo Hatakeyama as a candidate for Director because
he has extensive experience in the raw materials purchasing field, and wedetermined that he has the experience and abilities suited to a Director who cantake charge of the management of the Company by leveraging such experience andtrack record.
April 1974
July 1999

Keiichi Koide(October 22, 1950)

3

Reason for nomination as
candidate for Director

Tetsuo Hatakeyama(March 31, 1951)

4

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Joined the Company
Deputy General Manager, Purchasing &Materials Dept.
Associate General Manager, Finance &December 2004
Accounting Dept.
Director, Pacific Kosan Co., Ltd. (to present)
May 2006
General Manager, Finance & Accounting
December 2008
Dept., the Company
Director, Rio Tuba Nickel Mining Corporation
June 2010(to present)
20,000Executive Officer, the Company
June 2010
Auditor, Pacific Energy Center Co., Ltd. (toMay 2011
present)
Director, the Company (to present)
June 2012
Senior Executive Officer
June 2012Managing Executive Officer (to present)
June 2014
In charge of Internal Controls, IR, General
June 2014
Affairs and Finance & Accounting (to present)
Director, Pacific Sowa Corporation (toMarch 2017present)
The Company nominated Kazuyuki Sugai as a candidate for Director because he iswell versed in the fields of general and personnel affairs based on his experience inmanagement involvement/administration of an overseas affiliate, in addition to his
accounting/financial knowledge and experience, and we determined that he has theexperience and abilities suited to a Director who can take charge of the
management of the Company.
Joined the Company
April 1975
Deputy General Manager, Utility &December 2004
Maintenance Dept., Production Div. andManager, Electric Power Sec.
Associate General Manager, Utility &December 2008
Maintenance Dept., Production Div.
General Manager, Utility & Maintenance
April 2009
Dept., Production Div. (to present)
Director, Pacific Energy Center Co., Ltd.
May 2010(to present)
14,000Executive Officer, the Company
June 2011
Director, Rio Tuba Nickel Mining Corporation
June 2014(to present)
Director, Taganito Mining Corporation (toJune 2014
present)
Director, the Company (to present)
June 2014
Senior Executive Officer (to present)
June 2014
GeneralManager,
Production
Dept.,
June 2014
Production Div. (to present)
President & Representative Director, PacificMay 2017
Gas Center Co., Ltd. (to present)
The Company nominated Masayuki Aoyama as a candidate for Director because
he has experience in engaging in the creation of new ferronickel manufacturing
technologies/facilities and maintenance of existing ones and dealing in electric
power facilities, etc., and is also involved in the management of overseas affiliates,
and we determined that he has the experience and abilities suited to a Director who
can take charge of the management of the Company by leveraging such experienceand track record.
April 1975
December 2002

Kazuyuki Sugai(December 4, 1951)

5

Reason for nomination as
candidate for Director

Masayuki Aoyama(December 7, 1954)

6

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Joined the Company
Deputy General Manager, Quality Control
Dept., Production Div. and Manager, Analysis
Sec.
Deputy General Manager, Quality Control
December 2006
Dept., Production Div., Manager, Quality
Assurance Sec. and Manager, Analysis Sec.
Associate General Manager, Quality Control
December 2007
Dept., Production Div., Manager, Quality
Assurance Sec. and Manager, Analysis Sec.
General Manager, Quality Control Dept.,
July 2008
Production Div., Manager, Quality Assurance
Sec. and Manager, Analysis Sec.
General Manager, Quality Control Dept. andApril 2009
13,274
Manager, Quality Assurance Sec.
Executive Officer and General Manager,
June 2012
Quality Control Dept.
Senior Executive Officer, General Manager,
June 2014
Quality Control Dept. and General Manager,
Environmental Management Dept.
Senior Executive Officer and General
July 2016
Manager, Quality Control & Environmental
Management Dept.
Senior Executive Officer, General Manager,
September 2016
Quality
Control&
Environmental
Management Dept., General Manager,
Technical Research & Development Dept. andManager, Pyrometallurgy Development Sec.
(to present)
The Company nominated Yoshiharu Inomata as a candidate for Director because hehas extensive experience in quality control and environmental management fields,
and we determined that he has the experience and abilities suited to a Director who
can take charge of the management of the Company by leveraging such experienceand track record.
April 1987
Registered as attorney, joined Marunouchi
Sogo Law Office
July 1996
Partner and attorney
June 2001
OutsideCorporate
Auditor,
Impress
Corporation (now Impress Holdings, Inc.) (topresent)
June 2006
Member of Special Committee, the Company
0(to present)
June 2007
Outside Director, The Shibusawa Warehouse
Co., Ltd. (to present)
October 2011
PartnerandRepresentative
Attorney,
Marunouchi Sogo Law Office (to present)
June 2013
Outside Director, the Company (to present)
The Company nominated Shinya Matsumoto as a candidate for Outside Director
because we determined that he is capable of properly performing his duties as
Outside Director in order to promote the enhancement of compliance andimprovement of corporate governance from a technical perspective and based on
his broad insight as an attorney.
April 1975
December 2004

[New candidate]
Yoshiharu Inomata(June 6, 1954)

7

Reason for nomination as
candidate for Director[Candidate for Outside
Director]
Shinya Matsumoto(August 12, 1959)

8

Reason for nomination as
candidate for Outside
Director

Number ofshares of theCompanyheld- 10 -

Name(Date of birth)

No.

Career summary, positions, responsibilities
and significant concurrent positions

Number ofshares oftheCompany
held

Joined Yamaichi Securities Co., Ltd.
Joined Morgan Stanley Japan Securities Co.,
Ltd.
Joined Merrill Lynch Japan Incorporated
April 1993
Deputy Chairman, and Chairman, Investment
January 1999
Banking Division, Merrill Lynch Japan
Securities Co., Ltd
Vice-President
andDirector,
RECOF
0
November 2007
Corporation
President
April 2008
Advisor, Ebara Foods Industry, Inc.
July 2010
Outside Director, Olympus Corporation
April 2012
Outside Director, CYBERDYNE Inc. (toJune 2015
present)
Outside Director, the Company (to present)
June 2016
The Company nominated Hikari Imai as a candidate for Outside Director because
we determined that he is capable of properly performing his duties as Outside
Director based on his extensive experience as a corporate manager over many
years.
April 1974
January 1986

[Candidate for Outside
Director]
Hikari Imai
(July 23, 1949)

9

Reason for nomination as
candidate for Outside
Director

Notes:

1.
2.
3.

4.

Candidate Mr. Yoshiharu Inomata is a candidate for a new Director.
There are no special interests between each candidate and the Company.
Contract for limited liability with Directors
The Company has entered into a contract for limited liability with each of the candidates for Directors Mr. Shinya
Matsumoto and Mr. Hikari Imai pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act andArticle 30 of the Articles of Incorporation, and plans to continue the said contract subject to the approval of theirreappointment.
The gist of the said contract for limited liability is that the liability referred to in Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount provided for in laws and regulations when Mr. Shinya Matsumoto and
Mr. Hikari Imai have acted in good faith and without gross negligence in performing their duties as Directors.
Matters concerning Outside Directors are as follows.
(1) Candidates Mr. Shinya Matsumoto and Mr. Hikari Imai are candidates for Outside Directors provided for in
Article 2, Paragraph 3(vii) of the Ordinance for Enforcement of the Companies Act.
The Company has appointed Mr. Shinya Matsumoto and Mr. Hikari Imai as Independent Directors pursuant to
the regulations set forth by Tokyo Stock Exchange and submitted a notification of their appointment to saidexchange.
(2) Number of years served as Outside Directors by candidates for Outside Directors since their appointment(i) Mr. Shinya Matsumoto will have served as Outside Director of the Company for four years at the conclusionof this Annual General Shareholders Meeting.
(ii) Mr. Hikari Imai will have served as Outside Director of the Company for one year at the conclusion of thisAnnual General Shareholders Meeting.
(3) Candidates Mr. Shinya Matsumoto and Mr. Hikari Imai have not been an Executive or Officer (excluding those
who are Executives) of a Specified Associated Service Provider (Article 2, Paragraph 3(xix) of the Ordinancefor Enforcement of the Companies Act) of the Company over the past five years.
(4) Candidates Mr. Shinya Matsumoto and Mr. Hikari Imai each have held office as a director of other stockcompanies over the past five years, and there are no circumstances indicating unfair execution of businessduring their term of office at these companies.

- 11 -

<Reference> Criteria for determining independence of independent officers
The Company has established the criteria for determining independence of its independent officers as follows.
1. An independent officer shall be an Outside Director or an Outside Auditor with no risk of conflict of interest
arising with general shareholders.
2. An independent officer shall not be a major business partner (supplier or buyer) of the Company or a director,
executive or auditor thereof.
3. An independent officer shall not be a consultant, attorney, certified public accountant, certified tax accountant,etc. to whom the Company pays annual compensation amounting to one million yen or more other thanofficer’s compensation.
4. An independent officer shall not be a shareholder of the Company.
5. An independent officer shall not be a friend of a Director or Auditor of the Company.
6. An independent officer shall not formerly or currently be:(1) A director, executive, auditor or accounting advisor of the Company or the Company’s subsidiaries, etc.;(2) A shareholder who holds 5% or more of the Company’s shares or a director, executive or auditor of an
institutional shareholder who holds 5% or more of the Company’s shares;(3) A director, executive or auditor of the parent company of the shareholder referred to in paragraph (2)above;(4) A member of a corporation organized by a consultant, attorney, certified public accountant, certified tax
accountant, etc. to whom the Company pays annual compensation amounting to one million yen or moreother than officer’s compensation;(5) A major business partner (supplier or buyer) of the Company or a former member of such client other thandirector, executive or auditor thereof;(6) A shareholder who holds 5% or more of the Company’s shares or a former member of an institutional
shareholder who holds 5% or more of the Company’s shares other than director, executive or auditor
thereof;(7) A former member of the parent company of the shareholder referred to in paragraph (6) above other thandirector, executive or auditor of such parent company;(8) A member of a company whose relationship with the Company involves having outside officers from bothparties;(9) A recipient of donations from the Company or a former member thereof; or(10) A relative within third degree of kinship to any of the aforementioned persons.
[End of document]- 12 -