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.
(Stock Exchange Code 9367)
June 6, 2022
To Shareholders with Voting Rights:
Yoshisada Sone
President and Representative Director
DAITO KOUN CO., LTD.
4-6-8 Shibaura, Minato-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 73rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified that the 73rd Annual General Meeting of Shareholders of DAITO KOUN CO.,LTD. (the “Company”) will be held for the purposes as described below.
Giving the highest priority to shareholders’ safety and reassurance, we kindly ask our shareholders toconsider refraining from attending the General Meeting of Shareholders as a measure to prevent the
spread of COVID-19 and instead exercise your voting rights by mailing us the enclosed Voting Rights
Exercise Form or via the Internet. Please review the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 5:15 p.m. on Thursday, June 23, 2022,
Japan time.
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. Japan time

2. Place:

Room 2 & 3, 1st floor, BELLESALLE Mita at Sumitomo Fudosan Mita Twin
Bldg. West Wing located at 3-5-27 Mita, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
73rd Fiscal Year (April 1, 2021 - March 31, 2022) and report on results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors.
2. Non-consolidated Financial Statements for the Company’s 73rd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Proposal 2:
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal 4:
Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member
Proposal 5:
Setting of Remuneration Amount for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Proposal 6:
Setting of Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members
Proposal 7:
Determination of Remuneration for Granting Restricted Shares to Directors(Excluding Directors Who Are Audit and Supervisory Committee Members andOutside Directors)

-1-

◎
◎

◎

When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk at the venue. Additionally, please bring this Notice with you in order to conserve resources.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Non-consolidated Financial Statements require revisions, the revised versions
will be posted on the Company’s website (https://www.daito-koun.co.jp/).
Of the documents required to be presented along with this notice of convocation, “Notes to theConsolidated Financial Statements” and “Notes to the Non-consolidated Financial Statements” are, in
accordance with laws and ordinances, and Article 14 of the Articles of Incorporation of the Company,
posted on the Company’s website (https://www.daito-koun.co.jp/) and are therefore not included in the
documents attached to this notice of convocation. Accordingly, the documents attached to this notice ofconvocation are part of the Consolidated Financial Statements and the Non-consolidated Financial
Statements which have been audited by the Accounting Auditor and Corporate Auditors in the preparationof their respective audit reports.

-2-

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

Partial Amendments to the Articles of Incorporation

Reasons for amendments
1) To further enhance corporate governance by strengthening the supervision function of the Board of
Directors, the Company will transition to a Company with an Audit and Supervisory Committee. Inline with this transition, it is proposed to make the necessary amendments, including establishing
new provisions concerning Audit and Supervisory Committee Members and the Audit andSupervisory Committee and deleting provisions concerning Corporate Auditors and the Board of
Corporate Auditors. Also, to raise the efficiency of management and enable expeditious
decision-making, it is proposed to establish new provisions regarding the delegation of authority to
Executive Directors.
2) In line with the enforcement of amended provisions stipulated in the proviso of Article 1 of the
supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019)
on September 1, 2022, provisions shall be established to provide that information contained in thereference documents for the general meeting of shareholders, etc. will be furnished electronicallyand to limit the scope of matters to be included in the paper copy to be sent to shareholders who
have requested it. In addition, the provisions related to the Internet disclosure and deemed provisionof the reference documents for the general meeting of shareholders, etc. will become unnecessary
and will therefore be deleted, and supplementary provisions related to the effective date, etc. ofthese amendments shall be established.

2.

Details of amendments
The details of the amendments are as follows.
These amendments to the Articles of Incorporation shall take effect at the conclusion of this Annual
General Meeting of Shareholders.
(Amendments are underlined.)
Current Articles of Incorporation
Proposed Amendments
CHAPTER I GENERAL PROVISIONSCHAPTER I GENERAL PROVISIONS
Articles 1-4 (Omitted)
Articles 1-4 (Unchanged)
CHAPTER II SHARESArticles 5-8 (Omitted)

CHAPTER II SHARESArticles 5-8 (Unchanged)(Shareholder Registry Administrator)
Article 9 The Company shall appoint an
administrator
tomanagetheshareholder register.
2. The selection of the administrator to
manage the shareholder register andthe location of its office shall be
determined by resolution of the Boardof Directors and public notice shall begiven.

(Shareholder Registry Administrator)
Article 9 The Company shall appoint an
administrator
tomanagetheshareholder register.
2. The selection of the administrator to
manage the shareholder register andthe location of its office shall be
determined by resolution of the Boardof Directors or by a Director who has
been delegated by resolution of theBoard of Directors and public notice
shall be given.

(Share Handling Regulations)
Article 10 Entry or recording in the shareholder
register and the register of shareacquisition rights, acquisition andmake-up purchases of shareholdings of(Share Handling Regulations)
Article 10 Entry or recording in the shareholder
register and the register of shareacquisition rights, acquisition andmake-up purchases of shareholdings of-3-

less than one share unit, and otherhandling and fees related to shares andshare acquisition rights shall be
determined in accordance with theprovisions of applicable laws andordinances,theArticlesof
Incorporation, and rules for thehandling of shares set forth by the
Board of Directors.

less than one share unit, and otherhandling and fees related to shares andshare acquisition rights shall be
determined in accordance with theprovisions of applicable laws andordinances,theArticlesof
Incorporation, and rules for thehandling of shares set forth by the
Board of Directors or by a Director
who has been delegated by resolutionof the Board of Directors.

Article 11 (Omitted)

Article 11 (Unchanged)

CHAPTER III GENERAL MEETING OF
SHAREHOLDERS
Articles 12-13 (Omitted)

CHAPTER III GENERAL MEETING OF
SHAREHOLDERS
Articles 12-13 (Unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)<Deleted>

Article 14 The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters tobe described or indicated in thereference documents for the general
meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing suchinformation through the Internet inaccordance with the provisions
provided in the Ordinance of the
Ministry of Justice.
<Newly established>(Measures for Electronic Provision, Etc.)
Article 14 The Company shall, when convening ageneral meeting of shareholders,provide information contained in thereference documents for the general
meetingofshareholders,etc.
electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ordinance ofthe Ministry of Justice in the paper
copy to be sent to shareholders who
have requested it by the record date forvoting rights.

Articles 15-17 (Omitted)

Articles 15-17 (Unchanged)

CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS-4-CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORSArticle 18 (Omitted)

Article 18 (Unchanged)(Number of Directors)
Article 19 The number of Directors of theCompany shall not exceed twenty(20).

(Number of Directors)
Article 19 The number of Directors (excluding
Directors who are Audit andSupervisory Committee Members) of
the Company shall not exceed twelve(12).
2. The number of Directors who are
Audit and Supervisory Committee
Members shall not exceed four (4).

<Newly established>(Method of Election of Directors)
Article 20 A Director shall be elected by aresolution at the general meeting ofshareholders.

2. Resolutions for the election of
Directors shall require one-third or
more of shareholders entitled to votebe present, and shall require a majority
vote of those present to pass.
3. Cumulative voting shall not beallowed for resolutions for the electionof Directors.
(Term of Office of Directors)
Article 21 The term of office of Directors shall
expire at the close of the annual
general meeting of shareholders held
in respect of the business year ending
within one (1) year after their election.
<Newly established>-5-(Method of Election of Directors)
Article 20 A Director shall be elected by aresolution at the general meeting ofshareholders, distinguishing between
Directors who are Audit andSupervisory Committee Members andother Directors.
2. Resolutions for the election of
Directors shall require one-third or
more of shareholders entitled to votebe present, and shall require a majority
vote of those present to pass.
3. Cumulative voting shall not beallowed for resolutions for the electionof Directors.
(Term of Office of Directors)
Article 21 The term of office of Directors(excluding Directors who are Audit
and Supervisory Committee Members)
shall expire at the close of the annual
general meeting of shareholders held
in respect of the business year ending
within one (1) year after their election.
2 The term of office of Directors who
are Audit and Supervisory Committee
Members shall expire at the close of
the annual general meeting ofshareholders held in respect of thebusiness year ending within two (2)years after their election.
3. The term of office of a Director who is
an Audit and Supervisory Committee
Member elected to fill a vacancy
caused by the departure of a Director
who is an Audit and Supervisory
Committee Member prior to the expiryof such Director’s term of office shall
expire at the time the term of office ofsuch departed Director expires.
4. The term of validity of a resolution for
the election of a substitute Director
who is an Audit and Supervisory
Committee Member elected under
Article 329, Paragraph 3 of theCompanies Act shall expire at thebeginning of the annual general
meeting of shareholders held inrespect of the latest business year
ending within two (2) years after such
resolution.
(Representative Directors and Directors with
Special Titles)
Article 22 The
Company
shall
appoint
Representative Directors by resolutionof the Board of Directors.

2. The Representative Directors shallrepresent the Company in theexecutionoftheCompany’s
operations.
3. The Board of Directors may appoint
one (1) President, and, as necessary,one (1) Corporate Advisor, one (1)Chairman of the Board, a small
number of Vice Presidents, Senior
Managing Directors and Managing
Directors by its resolution.

(Representative Directors and Directors with
Special Titles)
Article 22 The
Company
shall
appoint
Representative Directors from among
Directors (excluding Directors who are
Audit and Supervisory Committee
Members) by resolution of the Boardof Directors.
2. The Representative Directors shallrepresent the Company in theexecutionoftheCompany’s
operations.
3. The Board of Directors may appoint
one (1) President and, as necessary,one (1) Chairman of the Board, and asmall number of Vice Presidents,
Senior Managing Directors andManaging Directors from among
Directors (excluding Directors who are
Audit and Supervisory Committee
Members) by its resolution.

Article 23 (Omitted)

Article 23 (Unchanged)(Notice of Convocation of the Meetings of theBoard of Directors)
Article 24 A convocation notice regarding ameeting of the Board of Directors shallbe issued to each Director and each
Corporate Auditor no later than three(3) days prior to the date of themeeting; provided, however, that such
period may be shortened in the case ofurgent necessity.

(Notice of Convocation of the Meetings of theBoard of Directors)
Article 24 A convocation notice regarding ameeting of the Board of Directors shallbe issued to each Director no later than
three (3) days prior to the date of themeeting; provided, however, that such
period may be shortened in the case ofurgent necessity.

(Method of Resolution by the Board of Directors)
Article 25 Resolutions of the Board of Directors
shall be made with a majority of the
Directors in attendance, by a majorityof those attending Directors.

(Method of Resolution by the Board of Directors)
Article 25 Resolutions of the Board of Directors
shall be made with a majority of the
Directors entitled to participate invoting in attendance, by a majority of
those attending Directors.

(Omission of Resolution by the Board of
Directors)
Article 26 With respect to the matters to beresolved by the Board of Directors, theCompany shall deem that such matterswere approved by a resolution of theBoard of Directors when all Directors
express their agreement in writing orby an electromagnetic device;provided, however, that this shall not(Omission of Resolution by the Board of
Directors)
Article 26 With respect to the matters to beresolved by the Board of Directors, theCompany shall deem that such matterswere approved by a resolution of theBoard of Directors when all Directors
express their agreement in writing orby an electromagnetic device.

-6-

be the case if an objection is made by
a Corporate Auditor.
<Newly established>(Delegation of Decision-Making on Important
Business Executions)
Article 27 The Company may, pursuant to theprovisionsof
Article399-13,
Paragraph 6 of the Companies Act,delegate to Directors all or part of theauthority of decision-making onimportantbusiness
executions(excluding matters listed in each Itemof Article 399-13, Paragraph 5 of said
Act), by resolution of the Board of
Directors.

(Minutes of Meetings of the Board of Directors)
Article 27 A summary of the proceedings of theBoard of Directors, the results of those
proceedings, and other matters set
forth in laws and ordinances shall be
stated or recorded in the minutes, andthe Directors and Corporate Auditorspresent shall sign or affix their nameand seal to them or make an electronic
signature.

(Minutes of Meetings of the Board of Directors)
Article 28 A summary of the proceedings of theBoard of Directors, the results of those
proceedings, and other matters set
forth in laws and ordinances shall be
stated or recorded in the minutes, andthe Directors present shall sign or affix
their name and seal to them or makean electronic signature.

Article 28 (Omitted)

Article 29 (Unchanged)(Remuneration, etc. of the Board of Directors)
Article 29 Directors’ remuneration, etc. shall be
determined by resolution of thegeneral meeting of shareholders.

(Remuneration, etc. of the Board of Directors)
Article 30 Directors’ remuneration, etc. shall be
determined by resolution of thegeneral meeting of shareholders,distinguishing between Directors who
are Audit and Supervisory Committee
Members and other Directors.

(Exemption from Directors’ Liability)
Article 30 The Company may, by resolution of
the Board of Directors, exempt
Directors (including former Directors)
from liability for damages as defined
under Article 423, Paragraph 1 of theCompanies Act if conditions stipulated
by applicable laws and ordinances
apply. In such instances, the Company
may exempt such Directors up to an
amount that is derived by deducting
the minimum amount of liability
required under applicable laws andordinances from the amount ofliability for damages.
2. The Company may enter into acontract with Outside Directors that
limits their liability for damages as
defined under Article 423, Paragraph 1of the Companies Act if conditions(Exemption from Directors’ Liability)
Article 31 The Company may, by resolution of
the Board of Directors, exempt
Directors (including former Directors)
from liability for damages as defined
under Article 423, Paragraph 1 of theCompanies Act if conditions stipulated
by applicable laws and ordinances
apply. In such instances, the Company
may exempt such Directors up to an
amount that is derived by deducting
the minimum amount of liability
required under applicable laws andordinances from the amount ofliability for damages.
2. The Company may enter into acontract with Directors (excluding
Executive Directors, etc.) that limits
their liability for damages as defined
under Article 423, Paragraph 1 of the-7-

stipulated by applicable laws andordinances apply; provided, however,that the limit of liability under said
contract shall be the amount stipulated
by laws and ordinances.
Article 31 (Omitted)

Companies Act if conditions stipulated
by applicable laws and ordinances
apply; provided, however, that thelimit of liability under said contract
shall be the amount stipulated by laws
and ordinances.
Article 32 (Unchanged)

CHAPTER V CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORSCHAPTER V AUDIT AND SUPERVISORYCOMMITTEE(Establishment of Corporate Auditors and Boardof Corporate Auditors)
Article 32 The
Company
shall
establish
Corporate Auditors and a Board of
Corporate Auditors.

(Establishment of Audit and Supervisory
Committee)
Article 33 The Company shall establish an Audit
and Supervisory Committee.

(Number of Corporate Auditors)
Article 33 The number of Corporate Auditors of
the Company shall not exceed four (4).

<Deleted>(Election of Corporate Auditors)
Article 34 Corporate Auditors shall be elected ata general meeting of shareholders.
2. Resolution for the election of
Corporate Auditors shall require
one-third or more of shareholders
entitled to vote be present, and shallrequire a majority vote of thosepresent to pass.

<Deleted>(Term of Office of Corporate Auditors)
Article 35 The term of office of Corporate
Auditors shall expire at the close of
the annual general meeting ofshareholders held in respect of thelatest business year ending within four(4) years after their election.
2. The term of office of a Corporate
Auditor elected to fill a vacancy shall
expire at the time the term of office ofsuch departing Corporate Auditor
expires.

<Deleted>(Substitute Corporate Auditors)
Article 36 Substitute Corporate Auditors may beelected at the general meeting ofshareholders to prepare for theprospect of the number of Corporate
Auditors failing to meet the minimum
number required by laws andordinances and the Articles ofIncorporation.
2. The provisions of Article 34 shallapply mutatis mutandis for resolutions
for the election of substitute Corporate<Deleted>-8-

Auditors.
3. The election of substitute Corporate
Auditors shall be valid until the startof the annual general meeting ofshareholders that ends within four (4)years from such election.
4. The term of office of a substituteCorporate Auditor appointed as
Corporate Auditor shall be until the
expiry of the term of office of thedeparting Corporate Auditor.
(Standing Corporate Auditors)
Article 37 The Board of Corporate Auditors shallappoint Standing Corporate Auditorsfrom among the Corporate Auditors by
its resolution.

(Standing Audit and Supervisory Committee
Members)
Article 34 The Audit and Supervisory Committee
may appoint Standing Audit andSupervisory Committee Members
from among
the
Audit
and
Supervisory Committee Members by
its resolution.

<Newly established>(Persons Authorized to Convene Audit andSupervisory Committee Meetings
Article 35 Individual Audit and Supervisory
Committee Members may convene
meetings of the Audit and Supervisory
Committee.

(Notice of Convocation of the Meetings of theBoard of Corporate Auditors)
Article 38 A convocation notice regarding ameeting of the Board of Corporate
Auditors shall be issued to each
Corporate Auditor no later than three(3) days prior to the date of themeeting; provided, however, that such
period may be shortened in the case ofurgent necessity.

(Notice of Convocation of the Meetings of the
Audit and Supervisory Committee)
Article 36 A convocation notice regarding ameeting of the Audit and Supervisory
Committee shall be issued to each
Audit and Supervisory Committee
Member no later than three (3) days
prior to the date of the meeting;provided, however, that such period
may be shortened in the case of urgent
necessity.
2. If the unanimous consent of all Audit
and Supervisory Committee Members
is obtained, meetings of the Audit andSupervisory Committee may be held
without following the convocation
procedures.

<Newly established>(Method of Resolution by the Board of Corporate
Auditors)
Article 39 Unless otherwise provided for by law
or ordinance, resolutions of a meetingof the Board of Corporate Auditors
shall be made by a majority of the
Corporate Auditors.

-9-(Method of Resolution by the Audit andSupervisory Committee)
Article 37 Unless otherwise provided for by law
or ordinance, resolutions of a meetingof the Audit and Supervisory
Committee shall be made by amajority of the Audit and Supervisory
Committee Members entitled toparticipate in voting in attendance, bya majority of those attending Audit andSupervisory Committee Members.

(Minutes of Meetings of the Board of Corporate
Auditors)
Article 40 A summary of the proceedings of theBoard of Corporate Auditors, theresults of those proceedings, and othermatters set forth in laws andordinances shall be stated or recordedin the minutes, and the Corporate
Auditors present shall sign or affix
their name and seal to them or makean electronic signature.

(Minutes of Meetings of the Audit andSupervisory Committee)
Article 38 A summary of the proceedings of the
Audit and Supervisory Committee, theresults of those proceedings, and othermatters set forth in laws andordinances shall be stated or recordedin the minutes, and the Audit andSupervisory Committee Memberspresent shall sign or affix their nameand seal to them or make an electronic
signature.

(Regulations of the Board of Corporate Auditors)(Regulations of the Audit and Supervisory
Committee)
Article 39 Matters concerning the Audit andSupervisory Committee shall begoverned by the Regulations of the
Audit and Supervisory Committee set
forth by the Audit and Supervisory
Committee, unless otherwise provided
for by laws and ordinances and the
Articles of Incorporation.

Article 41 Matters concerning the Board of
Corporate Auditors shall be governedby the Regulations of the Board of
Corporate Auditors set forth by the
Board of Corporate Auditors, unlessotherwise provided for by laws andordinances and the Articles ofIncorporation.
(Remuneration, etc. of Corporate Auditors)
Article 42 Corporate Auditors’ remuneration, etc.
shall be determined by resolution of
the general meeting of shareholders<Deleted>(Exemption of liability of Company Auditors)
Article 43 The Company may, by resolution of
the Board of Directors, exempt
Corporate Auditors (including former
Corporate Auditors) from liability fordamages as defined under Article 423,
Paragraph 1 of the Companies Act if
conditions stipulated by applicablelaws and ordinances apply. In such
instances, the Company may exempt
such Corporate Auditors up to an
amount that is derived by deducting
the minimum amount of liability
required under applicable laws fromthe amount of liability for damages.
2. The Company may enter into acontract with Outside Corporate
Auditors that limits their liability fordamages as defined under Article 423,
Paragraph 1 of the Companies Act if
conditions stipulated by applicablelaws and ordinances apply; provided,
however, that the limit of liability
under said contract shall be the amountstipulated by laws and ordinances.

<Deleted>

CHAPTER VI ACCOUNTING AUDITORS
Articles 44-46 (Omitted)- 10 -

CHAPTER VI ACCOUNTING AUDITORS
Articles 40-42 (Unchanged)

(Remuneration, etc. of the Accounting Auditors)
Article 47 The Board of Directors shalldetermine the remuneration, etc. of the
Accounting Auditors with the consent
of the Board of Corporate Auditors.

(Remuneration, etc. of the Accounting Auditors)
Article 43 The Board of Directors shalldetermine the remuneration, etc. of the
Accounting Auditors with the consent
of the Audit and Supervisory
Committee.

Article 48 (Omitted)

Article 44 (Unchanged)

CHAPTER VII ACCOUNTSCHAPTER VII ACCOUNTS

Articles 49-52 (Omitted)

Articles 45-48 (Unchanged)<Newly established>

SUPPLEMENTARY PROVISIONS(Transitional Measures Regarding the Exemptionof Liability of Corporate Auditors Prior toTransition to a Company with an Audit andSupervisory Committee)
Article 1 Exemption of liability determined byresolution of the Board of Directors
pursuant to Article 423, Paragraph 1 of
the Companies Act relating to theactions of Corporate Auditors (including
former Corporate Auditors) prior to theconclusion of the 72nd Annual General
Meeting of Shareholders held in June
2022 shall be governed by theprovisionsoftheArticlesof
Incorporation prior to the amendments
resulting from the conclusion of said
AnnualGeneralMeetingof
Shareholders.
2. Contracts pursuant to Article 423,
Paragraph 1 of the Companies Act that
limit liability relating to the actions of
Outside Corporate Auditors (including
former Outside Corporate Auditors)
prior to the conclusion of the 72nd
AnnualGeneralMeetingof
Shareholders held in June 2022 shall begoverned by the provisions of the
Articles of Incorporation prior to theamendments
resultingfromtheconclusion of said Annual General
Meeting of Shareholders.
(Transitional Measures Regarding Measures forElectronic Provision, Etc.
Article 2 The amendment of Article 14 of the
Articles of Incorporation shall come into
effect on September 1, 2022, which isthe date of enforcement of the amended
provisions stipulated in the proviso of
Article 1 of the supplementaryprovisions of the Act Partially
Amending the Companies Act (Act No.
70 of 2019) (the “Effective Date”).
- 11 -

2. Notwithstanding the provisions of thepreceding paragraph, Article 14 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the
Articles of Incorporation shall remain inforce with respect to a general meetingof shareholders to be held on a datewithin six (6) months from the EffectiveDate.
3. This Article 2 of the Supplementary
Provisions shall be deleted after thelapse of six (6) months from the
Effective Date or the lapse of three (3)months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

- 12 -

Proposal 2:

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

Should Proposal 1, “Partial Amendments to the Articles of Incorporation,” be approved and resolved as
proposed, the Company will transition to a company with an Audit and Supervising Committee. The terms ofoffice of all seven Directors in office will expire at the time the amendments to the Articles of Incorporation
come into effect.
Accordingly, the Company proposes the election of six Directors (excluding Directors who are Audit andSupervisory Committee Members; the same shall apply hereinafter). This proposal shall come into effect on
the condition that the amendments to the Articles of Incorporation in Proposal 1, “Partial Amendments to the
Articles of Incorporation,” come into effect.
The candidates for Directors are as follows:
No.

Name

Current positions at the Company

1[Reappointment]

Yoshisada Sone

President and Representative Director

2[Reappointment]

Tetsuji Ogino

Vice President and Director

3[Reappointment]

Tadashi Kusakabe

Senior Managing Director

4[Reappointment]

Noboru Igushi

Director

5[Reappointment][Outside][Reappointment][Outside][Independent]

Noriyoshi Arizono

Director

Atsuko Okajima

Director6- 13 -

Attendance at theBoard of Directors
meetings
12 out of 12 meetings(100%)
12 out of 12 meetings(100%)
12 out of 12 meetings(100%)
12 out of 12 meetings(100%)
12 out of 12 meetings(100%)
8 out of 10 meetings
(80%)

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
June 1994
April 1997
June 1998
June 1999
June 20091

Yoshisada Sone
(October 4, 1959)[Reappointment]

Reason for
nomination as
candidate for
Director

2

Tetsuji Ogino(July 1, 1956)[Reappointment]

Reason for
nomination as
candidate for
Director

Joined the Company
Director
Managing Director
Vice President and Representative Director
President and Representative Director
President and Representative Director in charge of Internal
Audit Office
December 2010 President and Representative Director in charge of Customs
Clearance Administration & Management Office and Legal
Audit Office
June 2012
President and Representative Director, Internal Audit Office,Legal Audit Office, and Customs Clearance Administration &Management Office
June 2015
President and Representative Director, Customs Clearance
Administration & Management Office
June 2021
President and Representative Director
To the present
Mr. Yoshisada Sone has served as the Company’s President and Representative
Director since 1999 and has a track record of leading the entire Group andabundant experience and insight as a corporate manager.
The Company proposes his continued election as Director representing the Groupbecause we judged that he is qualified to promote the Group’s management.
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
April 1979
Joined the Company as General Manager of President’s Office
April 2009
Director in charge of Administration Department and General
June 2009Manager of President’s OfficeDirector supervising Administration Division, Executive Officer
July 2010
in charge of Administration Department and Accounting
Department, and General Manager of President’s Office
June 2011
Managing Director, Administration Division
June 2014
Managing Director, Administration Division, Internal Audit
Office, Customs Clearance Department I, Customs Clearance
Department II, and Food Import Consulting OfficeSenior Managing Director and Assistant to President, Internal
June 2018
Audit Office, Administration Division, and Customs Clearance
Division
Vice President and Director, Assistant to President, Customs
June 2021
Clearance Administration & Management Office, Internal Audit
Office, and Administration Division
To the present
While assisting the president, Mr. Tetsuji Ogino served as the person in charge of
the Company’s Administration Division and Customs Clearance Administration &Management Office, and has abundant experience, achievements and insights inbusiness management and accounting and finance, as well as being familiar withcustoms clearance, which is the company’s main business. The Company proposes
his continued election as Director because we judged that he is qualified to decide
the important matters of the Group’s management.

- 14 -

Number ofshares of theCompany held

327,600

97,000No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined Daito Maritime Agency Co., Ltd.
Transferred to the Company
General Manager of Marketing Department II
Executive Officer in charge of Marketing Department I and
General Manager of Marketing Department II
June 2011
Executive Officer in charge of Marketing Department I,
General Manager of Marketing Department II, and General
Manager of Marketing Department III
July 2012
Executive Officer in charge of Marketing Department I,
Marketing Department II, Marketing Department III, andMarketing Department IV, and General Manager of Marketing
Department III
June 2013
Director, Marketing Department I, Marketing Department II,
and Marketing Department III
June 2015
Director, Marketing Division
June 2016
Managing Director, Marketing Division
Senior Managing Director, Marketing Division
June 2020
To the present
Mr. Tadashi Kusakabe has a wealth of experience and insight in corporate
management and the Marketing Division, and boasts strong leadership and aunifying force in leading the organization. The Company proposes his continued
election as Director because we judged that he is qualified to strengthen the
Company’s sales capabilities.
Joined the Company
April 1988
General Manager of General Planning Department
June 2012
Executive Officer and General Manager of General Planning
July 2015
Department
Senior Executive Officer in charge of Accounting Department
July 2017
and General Manager of General Planning Department
July 2018
Senior Executive Officer in charge of Distribution Marketing
Department and Operations Department
Director, Distribution Marketing Department, Operations
June 2019
Department, Customs Clearance Department I, and Customs
Clearance Department II
Director, Distribution Marketing Department, Operations
June 2021
Department, Customs Clearance Division
November 2021 Director, Distribution Marketing Department, Operations
Department, Customs Clearance Department, Yokohama Branch
To the present
Based on Mr. Noboru Igushi’s many years of experience in the Administration
Division, it was judged that he is suitable for opening dialogue with sites utilizing
his knowledge of the core system and proposing and executing an efficientmechanism in response to the request, with a view to management through figures.
Therefore, the Company proposes his continued election as Director.
December 1975
November 1986
April 2008
July 2010

3

Tadashi Kusakabe(December 5, 1956)[Reappointment]

Reason for
nomination as
candidate for
Director

4

Noboru Igushi(October 30, 1967)[Reappointment]
Reason for
nomination as
candidate for
Director- 15 -

Number ofshares of theCompany held

67,50018,300No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined Kobe Steel, Ltd.
Chief staff of Production Control Section, Production Control
Department, Kakogawa Works, Production Division, Iron &Steel Business of Kobe Steel, Ltd.
Manager of Production Control Section, Production Control
April 2010
Department, Kakogawa Works, Iron & Steel Business of Kobe
Steel, Ltd.
General Manager in charge of Business Planning Department,
July 2013
Kakogawa Works, Iron & Steel Business of Kobe Steel, Ltd.
April 2017
General Manager of Business Planning Department, Kakogawa
Works, Iron & Steel Business of Kobe Steel, Ltd.
April 2018
Executive Assistant of KOBELCO LOGISTICS, LTD.
June 2018
Director in charge of Kakogawa Products Shipping Departmentof Steel Products Division, Marine Transport Department, andOverland Transportation Department, and in charge of
President’s special assignment of KOBELCO LOGISTICS,
LTD.
June 2019
Executive Managing Director and General Manager of Raw
Materials & Transportation Division, in charge of Kakogawa
Products Shipping Department of Steel Products Division,
Marine Transport Department, and Overland Transportation
Department, and Iron & Steel Operations Management Centerof KOBELCO LOGISTICS, LTD.
June 2020
Executive Managing Director and General Manager of Steel
Products Division of KOBELCO LOGISTICS, LTD.
Director of the Company
June 2020
Executive Managing Director and General Manager of Steel
June 2021
Products Division, in charge of Engineering Department of
KOBELCO LOGISTICS, LTD.
To the present[Significant concurrent positions]Executive Managing Director of KOBELCO LOGISTICS, LTD.
Mr. Noriyoshi Arizono is a candidate for Outside Director as stipulated in Article
2, Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
Based on his abundant management experience and wide-ranging insight, he has
played an important role in ensuring the validity and appropriateness of ourmanagement judgment and management supervision, etc., while providing useful
and appropriate advice, suggestions, and supervision. In addition, based on his
own knowledge, he has fulfilled important duties such as promoting thesustainable growth of the company and giving advice to improve corporate value
over the medium to long term. Therefore, the Company proposes his continued
election as Outside Director.

Number ofshares of theCompany held

April 1977
January 2001

Noriyoshi Arizono(February 27, 1959)
5[Reappointment][Outside]

Reason for
nomination as
candidate for
Outside Director
and expected roles- 16 -

—

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined the Ministry of Agriculture, Forestry and Fisheries
Deputy Director-General of Ministry of Agriculture, Forestry
and Fisheries (Food Safety and Consumer Affairs Bureau)
Deputy Director-General of Ministry of Health, Labour andJuly 2004
Welfare (Safety and Consumer Affairs Bureau)
Vice Governor of Saitama prefecture
July 2006
July 2009
Director-General of Gender Equality Bureau of Cabinet Office(until September 2012)
April 2013
Member of the Information Disclosure and Personal
Information Protection Review Board of Cabinet Office(retired in March 2019)
June 2020
Outside Auditor of House Foods Group Inc.
Part-time Adviser of KYOKUYO CO., LTD.
July 2020
Director of the Company
June 2021
Outside Director (Audit & Supervisory Committee Member) of
House Foods Group Inc.
To the present[Significant concurrent positions]
Outside Director (Audit & Supervisory Committee Member) of House Foods
Group Inc.
Part-time Adviser of KYOKUYO CO., LTD.
Ms. Atsuko Okajima is a candidate for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
She is expected to give appropriate advice and supervision regarding management
decisions and risk management by utilizing her wealth of experience andknowledge about food as well as the wide range of experience and insight inpolicy management that she has cultivated through serving in the positions of the
Ministry of Agriculture, Forestry and Fisheries; Ministry of Health, Labour andWelfare; Vice Governor of Saitama prefecture; Director-General of Gender
Equality Bureau of Cabinet Office; and a member of the Information Disclosureand Personal Information Protection Review Board of Cabinet Office.
Additionally, the Company expects that she will serve as a Nomination Committee
member (nominating directors, etc.), a voluntary committee, to play an importantrole such as supervising the management team. Therefore, the Company proposesher continued election as Outside Director.
April 1977
July 2003

Atsuko Okajima(October 15, 1954)

6[Reappointment][Outside][Independent]

Reason for
nomination as
candidate for
Outside Director
and expected roles

Number ofshares of theCompany held

1,000

(Notes)
1. Mr. Noriyoshi Arizono and Ms. Atsuko Okajima are candidates for Outside Directors.
The Company has registered Ms. Atsuko Okajima as Independent Director with the Tokyo Stock Exchange inaccordance with its regulations.
2. The Company has entered into agreements with Mr. Noriyoshi Arizono and Ms. Atsuko Okajima in accordance with
the Company’s Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act to limit their liability fordamages pursuant to Article 423, Paragraph 1 of the same Act. If their reelection is approved, the Company willcontinue said liability limitation agreement with them.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company, and eachcandidate is insured under the policy. Please refer to page 35 of the Business Report (Japanese version) for outline of
the insurance contract. The Company plans to renew the insurance contract with the same contents at the time of thenext renewal.
4. A candidate for Director, Mr. Noriyoshi Arizono, is concurrently serving as Executive Managing Director of
KOBELCO LOGISTICS, LTD.
There is a business relationship between KOBELCO LOGISTICS, LTD. and the Company regarding revenue such as
shipping charges, premises work fees, and payment of office rent.
5. The term of office of Mr. Noriyoshi Arizono as the Company’s Outside Director will be two years as of the conclusionof this Annual General Meeting of Shareholders.
6. The term of office of Ms. Atsuko Okajima as the Company’s Outside Director will be one year as of the conclusion ofthis Annual General Meeting of Shareholders.
7. There are no special interests between other candidates for Directors and the Company.
In addition to the above, there are no special matters to be stated in the proposal for the election of Directors as
stipulated in Article 74 of the Regulation for Enforcement of the Companies Act.

- 17 -

(Reference) Expertise and experience of the candidates for the Company’s Directors (Skill Matrix)
No.
Name
Position at theCompany
Term of office
Corporate
management
Marketing
Finance andaccounting
Legal affairs
and riskmanagement
Operation
Knowledge ofthe industry
Knowledge ofoverseas
Publicadministrationand gender
Nomination
Committee(voluntary)
Remuneration
Committee(voluntary)

1
YoshisadaSone
President andRepresentative
Director
28
〇

2

13

3
Tadashi
Kusakabe
SeniorManaging
Director
9

5
Noriyoshi
Arizono6
AtsukoOkajimaDirector

OutsideDirector

OutsideDirector

3

2

1

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Tetsuji Ogino
Vice President
and Director〇

4Noboru Igushi

〇

〇
〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

- 18 -〇〇〇

Proposal 3:

Election of Three Directors Who Are Audit and Supervisory Committee Members

Should Proposal 1, “Partial Amendments to the Articles of Incorporation,” be approved and resolved as
proposed, the Company will transition to a company with an Audit and Supervising Committee.
Accordingly, the Company proposes the election of three Directors who are Audit and Supervisory
Committee Members, with the consent of the Board of Corporate Auditors. Furthermore, this proposal shallcome into effect on the condition that the amendments to the Articles of Incorporation in Proposal 1, “Partial
Amendments to the Articles of Incorporation,” come into effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined the Company
General Manager of Port Transport Department
General Manager in charge of Development Department
General Manager of Marketing Department I
Executive Officer in charge of Marketing Department VI andMarketing Department VII and General Manager of Marketing
Department V
June 2013
Director, Marketing Department IV and Marketing Department
V
June 2015
Director, Operations Division, Yokohama Branch, Kawasaki
Branch, and Keiyo Branch
June 2018
Managing Director, Operations Division, Yokohama Branch,
Kawasaki Branch, and Keiyo BranchManaging Director, Operations Division and Branch Division
June 2019
To the present
Since joining the Company, Mr. Hisao Kitada has accumulated abundant
experience and insight in the Operations Division, the Marketing Division, and theBranch Division over many years, and has served as Director since 2013. The
Company proposes his new election as Director who is an Audit and Supervisory
Committee Member because we judged that he is qualified to contribute tosecuring the soundness of the Company by ensuring the legality of businessexecution and maintaining close communication with the Internal Audit Officecapitalizing on his wealth of experience.
June 1990
April 2003
April 2006
December 2006
July 20101

Hisao Kitada(January 7, 1956)[New appointment]

Reason for
nomination as
candidate for
Director- 19 -

Number ofshares of theCompany held

18,000No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1973
April 1996
September 1999
April 2002
August 2003

2

Eijiro Kamata(May 23, 1950)[New appointment][Outside][Independent]
Reason for
nomination as
candidate for
Outside Director andexpected roles

3

April 2006
May 2014
June 2014
May 2015

Joined The Dai-ichi Kangyo Bank, Limited (currently Mizuho
Bank, Ltd.)
General Manager of Shinmatsudo Branch
Planning and Research Officer of Human Resources Office
General Manager of Minowa Ekimae Branch of Mizuho Bank,
Ltd.
Transferred to Credit Management Services Co., Ltd.,Managing Director and General Manager of General
Administration Division
Executive Director of Mizuho Education Welfare Foundation
Retired from the Foundation
Corporate Auditor of the Company
To the present
Outside Director of Maruzen Co., Ltd.
(retired in May 2019)
To the present

Number ofshares of theCompany held

Mr. Eijiro Kamata has a wealth of knowledge in financial affairs, having served in
the banking business for many years. He is highly independent and has served as a
Nomination Committee member (nominating directors, etc.). The Company
proposes his new election as Outside Director who is an Audit and Supervising
Committee Member because we expect him to contribute to further strengthen the
Company’s audit system.
Graduated Hitotsubashi University Faculty of Law
March 1997
Registered as attorney-at-law (51st Legal Apprenticeship)
April 1999
Joined Ono Takao Law Firm (currently ONO SOGO LEGALPROFESSION CORPORATION)
September 2016 Partner
June 2019
Corporate Auditor of the Company
To the present

Ryuta Matsuda(May 26, 1972)[New appointment][Outside][Independent]
Reason for
nomination as
candidate for
Outside Director andexpected roles——[Significant concurrent positions]
Partner of ONO SOGO LEGAL PROFESSION CORPORATION
Although Mr. Ryuta Matsuda has never been directly involved in corporate
management, he has extensive knowledge of legal affairs as an attorney-at-law,
and we expect him to proactively contribute to the Company’s auditing operations
objectively as a legal expert. The Company proposes his new election as Outside
Director who is an Audit and Supervising Committee Member because we judgedthat he is a necessary asset to enhance the corporate value of the Company.

(Notes)1. The Company has a legal advisory agreement with ONO SOGO LEGAL PROFESSION CORPORATION, to which
Mr. Ryuta Matsuda belongs. There is no special interest relationship between other candidates and the Company.

2. Messrs. Eijiro Kamata and Ryuta Matsuda are candidates for Outside Directors.

The Company has registered Messrs. Eijiro Kamata and Ryuta Matsuda as Independent Directors with the Tokyo Stock
Exchange in accordance with its regulations.

3. The Company has entered into agreements with Messrs. Eijiro Kamata and Ryuta Matsuda in accordance with theCompany’s Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act to limit their liability fordamages as Corporate Auditors pursuant to Article 423, Paragraph 1 of the same Act. If their election as Directors who
are Audit and Supervising Committee Members is approved, the Company will continue said liability limitationagreement with them.

4. The Company has concluded a directors and officers liability insurance contract with an insurance company, and each- 20 -

candidate is insured under the policy. Please refer to page 35 of the Business Report (Japanese version) for outline of
the insurance contract. The Company plans to renew the insurance contract with the same contents at the time of thenext renewal.

5. The term of office of Mr. Eijiro Kamata as Outside Corporate Auditor of the Company will be eight years as of theconclusion of this Annual General Meeting of Shareholders.

6. The term of office of Mr. Ryutaro Matsuda as Outside Corporate Auditor of the Company will be three years as of theconclusion of this Annual General Meeting of Shareholders.
In addition to the above, there are no special matters to be stated in the proposal for the election of Directors who are
Audit and Supervising Committee Members, as stipulated in Article 74-3 of the Regulation for Enforcement of theCompanies Act.

- 21 -

Proposal 4:

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

Should Proposal 1, “Partial Amendments to the Articles of Incorporation,” be approved and resolved as
proposed, the Company will transition to a company with an Audit and Supervising Committee.
Accordingly, the Company proposes the election of one substitute Director who is an Audit andSupervisory Committee Member to prepare in advance for a case where the number of Directors who are
Audit and Supervisory Committee Members falls below the number stipulated by laws and ordinances, withthe consent of the Board of Corporate Auditors. Furthermore, this proposal shall come into effect on thecondition that the amendments to the Articles of Incorporation in Proposal 1, “Partial Amendments to the
Articles of Incorporation,” come into effect. The effectiveness of election pursuant to this proposal may benullified by a resolution of the Board of Directors with the consent of the Audit and Supervisory Committee,
but only prior to the candidate assuming office.
Name(Date of birth)

Past experience, positions,and significant concurrent positions
Joined Sapporo Regional Taxation Bureau, Co-ordination
Division of Management and Co-ordination Department
Director of Co-ordination Division of Kanagawa Tax Office
July 1993
Deputy District Director of Hino Tax Office
July 1998
Deputy District Director of Azabu Tax Office (in charge ofJuly 2003
Co-ordination, Public Relations, and Revenue Management andCollection)
September 2004 Established Hanada Tomio Taxation Office
January 2005
Corporate Tax Advisor of the Company
March 2014
Outside Corporate Auditor of the Company (retired in June2014)
December 2018 Outside Corporate Auditor of the Company (retired in June
2019)
To the present
Although Mr. Tomio Hanada has never been directly involved in corporate
management, he has professional expertise and experience as a certified tax
accountant, and we expect him to accurately conduct the Company’s auditing
operations with his wealth of knowledge. The Company proposes his new election
as Substitute Outside Director who is an Audit and Supervising Committee
Member because we judged that he is a necessary asset to enhance the corporate
value of the Company.
April 1964

Tomio Hanada(June 13, 1945)

Reason for
nomination as
candidate for
Substitute Outside
Director andexpected roles

Number ofshares of theCompany held

3,000

(Notes)1. There is no special interest relationship between Mr. Tomio Hanada and the Company.
2. Mr. Tomio Hanada is a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member.
3. If Mr. Tomio Hanada assumes the position of Outside Director who is an Audit and Supervising Committee Member,the Company will enter into agreement with him in accordance with the Company’s Articles of Incorporation and
Article 427, Paragraph1 of the Companies Act to limit his liability for damages pursuant to Article 423, Paragraph 1 ofthe same Act.

4. The Company has concluded a directors and officers liability insurance contract with an insurance company. Pleaserefer to page 35 of the Business Report (Japanese version) for outline of the insurance contract. If Mr. Tomio Hanada
assumes the position of Outside Director who is an Audit and Supervising Committee Member, he will be covered by
the insurance contract.

- 22 -

Proposal 5:

Setting of Remuneration Amount for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

If Proposal 1, “Partial Amendments to the Articles of Incorporation” is approved and resolved as
proposed, the Company will transition to a Company with an Audit and Supervisory Committee.
The amount of remuneration for Directors of the Company was determined by a resolution of the 44th
Annual General Meeting of Shareholders held on June 29, 1993 to be within 270 million yen annually andhas not been changed to this day. However, in line with the Company’s transition to a Company with an
Audit and Supervisory Committee, the Company proposes to set a new remuneration amount for Directors(excluding Directors who are Audit and Supervisory Committee Members) to be within the same amount of
270 million yen annually (including 20 million yen annually for Outside Directors).
This proposal has been determined by the Board of Directors after deliberation by the Nomination andRemuneration Committee, taking into comprehensive consideration factors such as the scale of theCompany’s business, the structure of officers’ remuneration and levels of payment, the current number ofofficers and future developments, and we believe it to be appropriate.
The policy for decisions on the contents of individual remuneration, etc. for Directors the Company
appears on page 35 of the Business Report (Japanese version). We propose that such amounts ofremuneration shall not include employee salaries of Directors who are also employees.
There are currently seven Directors (including two Outside Directors), and if Proposal 1 and Proposal 2
are approved and resolved as proposed, the number of Directors (excluding Directors who are Audit andSupervisory Committee Members) relevant to this proposal will be six (including two Outside Directors).
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 1, “Partial Amendments to the Articles of Incorporation.”
Proposal 6:

Setting of Remuneration Amount for Directors Who Are Audit and Supervisory Committee
Members

If Proposal 1, “Partial Amendments to the Articles of Incorporation” is approved and resolved as
proposed, the Company will transition to a Company with an Audit and Supervisory Committee.
Accordingly, we propose that the amount of remuneration for Directors who are Audit and Supervisory
Committee Members be within 81 million yen annually, the same amount as the amount of remuneration for
Corporate Auditors approved at the 44th Annual General Meeting of Shareholders held on June 29, 1993.
This proposal has been determined after taking into comprehensive consideration factors such as the scaleof the Company’s business, the structure of officers’ remuneration and levels of payment, the current number
of officers and future developments, and we believe it to be appropriate.
If Proposal 1 and Proposal 3 are approved and resolved as proposed, the number of Directors who are
Audit and Supervisory Committee Members relevant to this proposal will be three (including two Outside
Directors).
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 1, “Partial Amendments to the Articles of Incorporation.”- 23 -

Proposal 7:

Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

If Proposal 1, “Partial Amendments to the Articles of Incorporation” is approved and resolved as
proposed, the Company will transition to a Company with an Audit and Supervisory Committee. In line withthis transition, as part of its reforms of systems to enhance the Company’s corporate governance, theCompany proposes to grant new remuneration for granting restricted shares to the Company’s Directors(excluding Directors who are Audit and Supervisory Committee Members; hereinafter “Eligible Directors”)
within the remuneration amount for which the Company seeks approval in Proposal 5, “Setting of
Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” with the objectives of giving Eligible Directors incentive to sustainably increase the Company’s
corporate value and further promoting shared value with shareholders.
Based on this proposal, the remuneration granted to Eligible Directors for the granting of restricted shares
will be monetary claims in a total amount of within 25 million yen annually (however, this amount shall notinclude employee salaries of Directors who are also employees). The specific timing of granting andallocations to individual Eligible Directors shall be determined by the Board of Directors.
There are currently seven Directors (including two Outside Directors), and if Proposal 2, “Election of Six
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” is approved andresolved as proposed, the number of Directors (excluding Directors who are Audit and Supervisory
Committee Members) will be six (including two Outside Directors).
Eligible Directors shall, based on a resolution of the Board of Directors, make in-kind contribution of all
the monetary claims to be granted according to this proposal, and receive common shares of the Company
that shall either be issued or disposed of by the Company. The total number of common shares thus issued or
disposed of shall be within 38,000 shares annually (however, that total number may be adjusted within areasonable range in the case that a stock split (including an allotment of common shares without
contribution) or a reverse stock split of the Company’s common shares is conducted, or in any other case that
requires an adjustment to the total number of common shares of the Company to be issued or disposed of as
restricted shares, on or after the day on which this proposal is approved and resolved).
The amount to be paid in per share will be determined by the Board of Directors, based on the closing
price of the Company’s common shares on the Tokyo Stock Exchange on the last business day before thedate of the resolution of the Board of Directors (or if trading is not concluded on that date, the closing priceon the most recent trading date prior to that day) within a range that is not especially favorable to the Eligible
Directors. The purpose of such issuance or disposal of common shares of the Company and the granting ofmonetary remuneration claims as property for in-kind contributions shall be conditional on the conclusion ofa contract between the Company and Eligible Directors on the allotment of restricted shares (hereinafter“Allotment Contract”) that includes the provisions summarized below. Further, the upper limit of
remuneration pertaining to this proposal, the total number of common shares of the Company to be issued or
disposed of, and other conditions of the granting of restricted shares to Eligible Directors under this proposal
have been decided in consideration of the aforementioned objectives, the state of the Company’s business,the policy for the determination of the contents of remuneration, etc. for Directors of the Company (refer topage 35 of the Business Report (Japanese version) for contents of this policy), and other various factors, andwe believe them to be appropriate.
If the proposal regarding this scheme is approved and resolved as proposed at this General Meeting of
Shareholders, the Company plans to introduce a similar restricted shares remuneration plan for delegated
Executive Officers of the Company.
(Summary of contents of Allotment Contract)(1) Transfer restriction period
Eligible Directors shall not transfer, pledge, or otherwise dispose of (hereinafter “Transfer
Restrictions”) the common shares of the Company allotted to them under the Allotment Contract(hereinafter “Allotted Shares”) from the date of granting of the restricted shares until immediately after
they vacate all posts as officer or employee of the Company or a subsidiary of the Company previously
determined by the Board of Directors (hereinafter “Transfer Restriction Period”). However, if such post
is vacated within a period of three months after the lapse of the fiscal year to which the date of grant of
the restricted shares belongs, the end of the Transfer Restriction Period may be adjusted within areasonable range.
(2) Handling upon vacation of posts
If an Eligible Director vacates all posts as officer or employee of the Company or a subsidiary of theCompany previously determined by the Board of Directors prior to the expiration of the period- 24 -

previously determined by the Board of Directors (hereinafter “Service Provision Period”), the Company
shall rightfully acquire the Allotted Shares for no consideration, except in the case of expiration of termof office, death, or other justifiable reason.
(3) Lifting of Transfer Restrictions
Provided an Eligible Director has held a post as officer or employee of the Company or a subsidiaryof the Company previously determined by the Board of Directors continuously throughout the Service
Provision Period, the Company shall lift the Transfer Restrictions for all the Allotted Shares at the
expiration of the Transfer Restriction Period. However, in the event that (i) such Eligible Director
vacates all posts as officer or employee of the Company or a subsidiary of the Company previously
determined by the Board of Directors prior to the expiration of the Service Provision Period for ajustifiable reason, or (ii) such Eligible Director vacates all posts as officer or employee of the Company
or a subsidiary of the Company previously determined by the Board of Directors after the expiration of
the Service Provision Period but before the expiration of the Transfer Restriction Period for a reason
that is not justifiable, the number of Allotted Shares for which the Transfer Restrictions shall be lifted
and the timing of the lifting of the Transfer Restrictions shall be reasonably adjusted as necessary. The
Company shall rightfully acquire for no consideration any Allotted Shares for which the Transfer
Restrictions have not been lifted pursuant to the above provisions by a point immediately after the
expiration of the Transfer Restriction Period.
(4) Handling in the event of organizational restructuring, etc.
Notwithstanding the provisions of (1) above, in the event that a merger agreement where theCompany becomes the non-surviving company, a share exchange agreement or a share transfer plan
where the Company becomes a wholly-owned subsidiary, or other matter concerning an organizational
restructuring, etc. is approved by the Company’s General Meeting of Shareholders (or the Company’s
Board of Directors if approval of the Company’s General Meeting of Shareholders is not required forthe organizational restructuring, etc.) during the Transfer Restriction Period, the Company may lift theTransfer Restrictions before the effective date of the organizational restructuring, etc. by resolution of
the Company’s Board of Directors, for a number of the Allotted Shares to be reasonably determinedbased on the period from the start of the Transfer Restriction Period until the date of approval of theorganizational restructuring, etc. In the event that the above is determined, the Company shall rightfullyacquire for no consideration any Allotted Shares for which the Transfer Restrictions have not been liftedby a point immediately after the expiration of the Transfer Restriction Period.
(5) Other matters
Other matters concerning the Allotment Contract shall be determined by the Board of Directors of
the Company.
This proposal shall take effect when Proposal 1, “Partial Amendments to the Articles of Incorporation”
comes into effect.

- 25 -