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

Securities Code: 1945
June 7, 2021
To our shareholders:
Tsutomu Kumagai
President
TOKYO ENERGY & SYSTEMS INC.
1-3-1 Nihonbashi Kayabacho, Chuo-ku, Tokyo

Notice of the 74th Annual General Meeting of Shareholders
We are pleased to announce the 74th Annual General Meeting of Shareholders of TOKYO ENERGY & SYSTEMS
INC. (the “Company”), which will be held as indicated below.
Apart from attending the meeting on the day, you can exercise your voting rights in one of the methods listed
below. We request that you review the following Reference Documents for the General Meeting of
Shareholders and exercise your voting rights no later than 5:30 p.m. on June 28, 2021 (Monday).
[Exercising your voting rights in writing (by postal mail)]
Indicate your approval or disapproval for each of the proposals on the enclosed Voting Rights Exercise Form andreturn it to arrive by the deadline noted above.
[Exercising your voting rights via the internet]
Please review the “Guide to Exercising Voting Rights” on pages 68 to 69 (in Japanese only) and enter your approvalor disapproval for each of the proposals by the deadline noted above.
1. Date and time:
2. Venue:

Tuesday, June 29, 2021 at 10:00 a.m. (JST)Banquet hall “Opal 17” on 17th floor of Main Tower, Shinagawa Prince Hotel
4-10-30 Takanawa, Minato-ku, Tokyo
3. Purposes of the Meeting:Items to be reported:
1. The Business Report and the Consolidated Financial Statements for the 74th fiscal year (from April 1, 2020
to March 31, 2021), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. The Non-Consolidated Financial Statements for the 74th fiscal year (from April 1, 2020 to March 31, 2021)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Election of Four Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5
Setting of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 6
Setting of Remuneration for Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 7
Decision of Remuneration for Granting Restricted Shares to Directors (Excluding Outside
Directors and Directors Who Are Audit and Supervisory Committee Members)- When attending the meeting in person on the day, you are kindly requested to submit the enclosed Voting Rights Exercise Form to thereception desk at the venue- Any modifications to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements shall be posted on the Company’s website (http://www.qtes.co.jp/)-1-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company takes a medium to long-term perspective with a basic policy to maintain stable dividends and pays
dividends after comprehensive consideration of matters such as performance, the state of internal reserves andpreparations for future business developments.
In respect of the year-end dividend for the fiscal year under review, the Company has decided from the perspectiveof the above policy and to focus on return of profits to our shareholders to pay an ordinary dividend of ¥13.5 pershare and an extraordinary dividend of ¥1.5 for a total of ¥15 per share.
Therefore, the dividend for the fiscal year under review, including the interim dividend, shall be ¥28.5 per share.
Matters concerning the year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥15 per common share of the Company
Total amount of dividends: ¥513,240,990(3) Effective date of distribution of dividends of surplus
June 30, 2021

-2-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the proposal
(1)

(2)

The Company regards enhancing corporate governance as one of the most important management priorities
and has taken steps to increase management transparency and to speed up decision-making. On this occasion,
the Company is transitioning to a company with audit and supervisory committee that further increases thesoundness and transparency of management, strengthening the oversight of the board of directors with directors
who are audit and supervisory committee members having voting rights at the board of directors. Consequently,
necessary changes are to be made such as the establishment of new regulations concerning the audit andsupervisory committee and audit and supervisory committee members while regulations concerning the audit& supervisory board and audit & supervisory board members are abolished. In addition, as a consequence of
the above changes, changes to the article numbers, etc. are required.
In order to clarify the business details of the Company to be in line with the current state, as well as to respondto future business expansion, the Company proposes to add to and amend the business objectives in Article 2of the current Articles of Incorporation.

2. Details of amendments
The details of amendments are as follows:This proposal shall take effect at the conclusion of this General Meeting of Shareholders.
(Amended portions are underlined.)
Current Articles of Incorporation

Proposed Amendments

Chapter 1 General Provisions

Chapter 1 General Provisions

Articles 1 (Text omitted)(Objective)

Articles 1 (Unchanged)(Objective)

Article 2: The Company’s objective shall be to engage inthe following businesses.

Article 2: The Company’s objective shall be to engage inthe following businesses.

1.

Designing and construction of power
stations, substations, transmission anddistribution facilities, and general electricfacilities

1.

Designing and construction of power
stations, substations, transmission anddistribution facilities, and general electricfacilities

2.

Designing and construction of
telecommunications facilities

2.

Designing and construction of
telecommunications facilities

3.

Designing and construction of chemicalmachinery, water treatment facilities, andother facilities

3.

Designing and construction of chemicalmachinery, water treatment facilities, andother facilities

4.

Planning and execution of civil engineeringand construction works

4.

Planning and execution of civil engineeringand construction works

5.

Production, distribution, rental,
maintenance, and management ofmachinery, tools, and materials relevant toeach of the foregoing5.

Operation, maintenance, and managementof facilities relevant to each of theforegoing

6.

Production, distribution, and rental ofmachinery tools, materials, and fuel6.

Power supply business

7.

Power supply business

7.

Worker dispatch business

8.

Worker dispatch business8.

Selling, buying, rental, and management ofreal estate

9.

Selling, buying, leasing out, andmanagement of real estate

9.

Making an investment in other businesses
and acting as a company promoter

10.

Making an investment in other businesses
and acting as a company promoter

10.

Any and all businesses relevant to each of
the foregoing

11.

Any and all businesses relevant to each of
the foregoing-3-

Current Articles of Incorporation
Articles 3 (Text omitted)

Proposed Amendments
Articles 3 (Unchanged)(Organizations)(Organizations)

Article 4: The Company shall have the following
organizations in addition to shareholders’meeting and directors.

Article 4: The Company shall have the following
organizations in addition to shareholders’meeting and directors.

(1) Board of directors(1) Board of directors(2) Audit & supervisory board member(2) Audit and supervisory committee(3) Audit & supervisory board(Deleted)(4) Accounting auditor(3) Accounting auditor

Articles 5 (Text omitted)

Articles 5 (Unchanged)

Chapter 2 Shares
Articles 6 – 12

Chapter 2 Shares(Text omitted)

Articles 6 – 12

Chapter 3 Shareholders’ Meeting
Articles 13 – 15

(Unchanged)

Chapter 3 Shareholders’ Meeting(Text omitted)

Articles 13 – 15

(Unchanged)(Convener and chairperson)(Person with authority to convene and chairperson)

Article 16: A shareholder’s meeting shall be convened by
the president, who acts as chairperson,according to the resolution of the board
meeting.
If the president has an accident, another director
shall, based on an order predetermined by theboard of directors, convene the meeting and act
as chairperson.
If the Company has a board chairman, “thepresident” in the preceding paragraphs shall be
replaced with “the board chairman.

Article 16: A shareholder’s meeting shall be convened by
the president, who acts as chairperson,according to the resolution of the board
meeting.
If the president has an accident, another director
shall, based on an order predetermined by theboard of directors, convene the meeting and act
as chairperson.
If the Company has a board chairman, “thepresident” in the preceding paragraphs shall be
replaced with “the board chairman.

Articles 17 – 19

Articles 17 – 19

(Text omitted)

Chapter 4 Directors and Board of Directors(Unchanged)

Chapter 4 Directors and Board of Directors(Number of directors)(Number of directors)

Article 20: The Company shall have twelve or lessdirectors.

Article 20: The Company shall have twelve or lessdirectors (excluding directors who are audit andsupervisory committee members).
The Company shall have five or less directors
who are audit and supervisory committee
members.

(Newly established)-4-Current Articles of Incorporation

Proposed Amendments(Election)(Election)

Article 21: Directors shall be elected according to theresolution of shareholders’ meeting.
Directors shall be elected at a shareholders
meeting at which shareholders representing atleast one-third of all shares with voting rights
are in attendance and shall require a votegaining the majority of voting rights from theshareholders.
Directors shall not be elected by cumulative
vote.

Article 21: Directors shall be elected according to theresolution of shareholders’ meeting,distinguishing between directors who are audit
and supervisory committee members and otherdirectors.
Directors shall be elected at a shareholders
meeting at which shareholders representing atleast one-third of all shares with voting rights
are in attendance and shall require a votegaining the majority of voting rights from theshareholders.
Directors shall not be elected by cumulative
vote.

(Term of office)(Term of office)

Article 22: The term of office of directors, shall be until
the end of the annual shareholders’ meeting forthe final business year ending within one yearof the director’s election.
The term of office of directors elected asincreased personnel or replacements shall be thesame as the remaining term of office of theincumbent directors.

Article 22: The term of office of directors (excluding
directors who are audit and supervisorycommittee members), shall be until the end of
the annual shareholders’ meeting for the final
business year ending within one year of thedirector’s election.
The term of office of directors who are audit
and supervisory committee members, shall be
until the end of the annual shareholders’meeting for the final business year ending
within two years of the director’s election.
The term of office of a director who is an audit
and supervisory committee member replacing a
director who is an audit and supervisorycommittee member who resigns his/her post
mid-term shall be the remainder of the term forthe previous director who was an audit andsupervisory committee member.
The effective term of the resolution for theelection of a director who is a substitute audit
and supervisory committee member elected inaccordance with Article 329, Clause 3 of theCompanies Act shall be, unless shorted by such
resolution, until the end of the annual
shareholders’ meeting for the final businessyear ending within two years of the director’s
election.

(Representative director and executive directors)(Representative director and executive directors)

Article 23: The representative director of the Company
shall be elected according to the resolution of
the board of directors.
A president, a board chairman, and a certain
number of vice-presidents and executive
directors may be elected according to theresolution of the board of directors.

Article 23: The representative director of the Company
shall be elected from among the directors(excluding directors who are audit andsupervisory committee members) according to
the resolution of the board of directors.
A president, a board chairman, and a certain
number of vice-presidents and executive
directors may be elected from among thedirectors (excluding directors who are audit andsupervisory committee members) according to
the resolution of the board of directors.

-5-Current Articles of Incorporation

Proposed Amendments(Convener and chairperson)(Person with authority to convene the board of directors
and chairperson)

Article 24: A board meeting may be convened by thepresident, who shall be appointed aschairperson.
If the president has an accident, another director
shall, based on an order predetermined by theboard of directors, convene the meeting and act
as chairperson.
If the Company has a board chairman, “thepresident” in the preceding paragraphs shall be
replaced with “the board chairman.

Article 24: A board meeting may be convened by thepresident, who shall be appointed aschairperson.
If the president has an accident, another director
shall, based on an order predetermined by theboard of directors, convene the meeting and act
as chairperson.
If the Company has a board chairman, “thepresident” in the preceding paragraphs shall be
replaced with “the board chairman.

Articles 25

Articles 25(Text omitted)(Unchanged)(Notification of convocation)(Notification of convocation of the board of directors)

Article 26: Notices of convocation of the board of
directors shall be issued to each director andaudit & supervisory board members no later
than three days before the date of the meeting.
However, this may be shortened in cases
requiring urgency.
Board of directors may be held without
convocation procedures if the consent of all
directors and audit & supervisory board
members has been obtained.

Article 26: Notices of convocation of the board of
directors shall be issued to each director no later
than three days before the date of the meeting.
However, this may be shortened in cases
requiring urgency.
Board of directors may be held without
convocation procedures if the consent of all
directors has been obtained.

Articles 27

Articles 27(Text omitted)(Newly established)(Unchanged)(Delegation to directors)
Article 28: Under Article 399-13, Clause 6 of theCompanies Act, the Company may delegate allor some of decisions concerning the executionof important operations (excluding matterslisted in the items under Clause 5 of said
article) to directors by resolution of the board of
directors.

Articles 28(Text omitted)

Articles 29(Unchanged)(Remunerations)(Remunerations)

Article 29: Remuneration, bonuses and other financial
benefits provided by the Company asconsideration for the execution of duties(hereinafter referred to as “remunerations”)
shall be paid to directors according to theresolution of the shareholders’ meeting.

Article 30: Remuneration, bonuses and other financial
benefits provided by the Company asconsideration for the execution of duties shallbe paid to directors, distinguishing between
directors who are audit and supervisorycommittee members and other directors,
according to the resolution of the shareholders’meeting.

Articles 30

Articles 31(Text omitted)-6-(Unchanged)

Current Articles of Incorporation

Proposed Amendments

Chapter 5 Audit & Supervisory Board Members and Audit& Supervisory Board(Deleted)(Number)(Deleted)

Article 31: The Company shall have four or less audit &supervisory board members.
(Election)(Deleted)

Article 32: Audit & supervisory board members shall beelected according to the resolution ofshareholders’ meeting.
Audit & supervisory board members shall beelected at a shareholders’ meeting at whichshareholders representing at least one-third of
all shares with voting rights are in attendanceand shall require a vote gaining the majority ofvoting rights from the shareholders.
(Term of office)(Deleted)

Article 33: The term of office of audit & supervisoryboard members shall be until the end of theannual shareholders’ meeting for the final
business year ending within four years of thedirector’s election.
The term of office of audit & supervisory board
members replacing an auditor that resigns
his/her post mid-term shall be the remainder of
the term for the previous audit & supervisoryboard member.
(Full-time audit & supervisory board members)(Deleted)

Article 34: A full-time audit & supervisory board member
shall be elected according to the resolution of
meeting of audit & supervisory board.
(Convocation)(Deleted)

Article 35: Notices of convocation of a meeting of theaudit & supervisory board shall be issued toeach audit & supervisory board member nolater than three days before the date of themeeting. However, this may be shortened incases requiring urgency.
Audit & supervisory board may be held without
convocation procedures if the consent of all
audit & supervisory board members has beenobtained.
(Regulations for audit & supervisory board)(Deleted)

Article 36: Matters concerning the audit & supervisoryboard shall be governed by the laws, the articles
of incorporation, or the regulations enacted by
the audit & supervisory board.

-7-

Current Articles of Incorporation

Proposed Amendments(Remunerations)(Deleted)

Article 37: Remunerations shall be paid to audit &supervisory board members according to theresolutions of the shareholders’ meeting.
(Audit & supervisory board members’ no liability for theCompany)(Deleted)

Article 38: According to the provisions of Article 426,
Clause 1 of the Companies Act, the Company
may discharge an audit & supervisory board
member (including those who used to be an
audit & supervisory board member) fromliability for damage prescribed by Article 423,
Clause 1 of the Companies Act to the full extent
of the law after the board of directors adopts a
resolution as long as the audit & supervisoryboard member concerned assumes the duties
with good intentions and the damage is notcaused by his/her gross negligence.
According to the provisions of Article 427,
Clause 1 of the Companies Act, the Company
may make an agreement, which limits theliability prescribed by Article 423, Clause 1 of
the Companies Act to the full extent of the law,with audit & supervisory board members aslong as the audit & supervisory board members
concerned assume the duties with goodintentions and the damage is not caused by theirgross negligence.
(Newly established)(Newly established)

Chapter 5 Audit and Supervisory Committee(Full-time audit and supervisory committee members)
Article 32: A full-time audit and supervisory committee
member shall be elected according to theresolution of meeting of the audit andsupervisory committee.

(Newly established)(Notification of convocation of audit and supervisorycommittee)
Article 33: Notices of convocation of a meeting of theaudit and supervisory committee shall be issued
to each audit and supervisory committee
member no later than three days before the dateof the meeting. However, this may be shortenedin cases requiring urgency.
The audit and supervisory committee may beheld without convocation procedures if theconsent of all audit and supervisory committee
members has been obtained.

-8-Current Articles of Incorporation

Proposed Amendments(Newly established)(Regulations for audit and supervisory committee)
Article 34: Matters concerning the audit and supervisorycommittee shall be governed by the laws, thearticles of incorporation, or the regulations
enacted by the audit and supervisory committee.

Chapter 6 Accounting
Articles 39 – 42

Chapter 6 Accounting(Text omitted)

Articles 35 – 38

Revised on February 1, 2017

(Unchanged)
Revised on June 29, 2021

Supplementary Provisions(Newly established)(Transitional Measure concerning Exemption from and
Limitation of Liability of Audit & Supervisory Board
Members)
1

The Company, by resolution of the board of directors,
may discharge audit & supervisory board members(including former audit & supervisory board
members) from liability for damages prescribed in
Article 423, Clause 1 of the Companies Act to thefull extent of the law, for acts before the conclusionof the 74th annual shareholders’ meeting.

2

The agreements entered into with audit & supervisoryboard members (including former audit &supervisory board members) to limit their liability
prescribed in Article 423, Clause 1 of the Companies
Act for acts before the conclusion of the 74th annual
shareholders’ meeting shall be in accordance with
Article 38 of the articles of incorporation before
amendment by resolution at this annual shareholders’meeting.

-9-

Proposal No. 3

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

The terms of office of all nine Directors will expire at the conclusion of this General Meeting of Shareholders.
In addition, subject to the approval of Proposal No. 2 “Amendment to the Articles of Incorporation” as originallyproposed, the Company will transition to a company with Audit and Supervisory Committee. Therefore, the Company
proposes the election of ten Directors (excluding Directors who are Audit and Supervisory Committee members)
after the transition.
This proposal shall come into effect when Proposal No. 2 “Amendment to the Articles of Incorporation” comes into
effect.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee members) are as
follows.
No.

Name

1

Reelection

Tsutomu Kumagai

2

Reelection

Toshiaki Majima

3

Reelection

Yasushi Suzuki

Current position in the Company
President and Chief Executive Officer
Senior Vice President and Chief Operating Officer
Executive General Manager of Corporate Planning Division
Director and Managing Executive Officer
Executive General Manager of Energy and Industry Division
Director and Managing Executive Officer
Acting Executive General Manager of Electric Power Division,

4

Reelection

Soichiro Horikawa

5

Reelection

Shinsuke Unno

Director and Managing Executive Officer

6

Reelection

Yasuki Ogawa

Director and Managing Executive Officer
Executive General Manager of Electric Power Division

7

Reelection

Hitoshi Tanaka

OutsideDirector
Independent

8

Reelection

Makoto Sugimachi

OutsideDirector
Independent

9

New election

Shinji Igarashi

10

New election

Shigeru Nishiyama

General Manager of Electric Power Sales Department, and General
Manager of Overseas Division

Senior Executive Officer
Deputy Executive General Manager of Nuclear Power Division
OutsideIndependent–- 10 -

No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
June 2012

1

2

Number of theCompany’s shares
ownedJoined Tokyo Electric Power Co., Inc.
General Manager of Electrical Engineering
Dept., Power System Division
June 2014
General Manager of Saitama Branch Office
Tsutomu Kumagai
July 2015
Executive Officer, President of Saitama Branch,(February 21, 1961)
Power Grid Company
17,900 shares
Apr. 2016
President of Saitama Branch, TEPCO Power
Reelection
Grid, Incorporated (treated as equivalent toManaging Director)
June 2016
President of the Company
June 2017
President and Chief Executive Officer (current
position)<Reasons for nomination as candidate for Director>
Mr. Tsutomu Kumagai has implemented various measures under his strong leadership as President. The Company asks
shareholders to elect Mr. Kumagai so that he may continue to serve as a Director in order to promote the 2021 Mid-termManagement Plan and drive the further growth and development of the Group.
Apr. 1988
Joined Tokyo Electric Power Co., Inc.
July 2011
General Manager of Narita Service Center,
Chiba Branch Office
July 2014
Technology Integration Dept., Head Office (incharge of Technological Innovations)
July 2016
Business Management Office, Corporate
Planning Unit Group (in charge of Technology
and Operational Innovation Promotion)
Toshiaki Majima(October 20, 1963)
June 2017
Executive Managing Director of TEPCO Fuel6,000 shares& Power, Incorporated
Reelection
Apr. 2019
Associate Director of Tokyo Electric Power
Company Holdings, Incorporated
June 2019
Senior Vice President and Chief Operating
Officer in charge of New Business
Development of the Company
Oct. 2020
Senior Vice President, Chief Operating Officer
and Executive General Manager of Corporate
Planning Division (current position)<Reasons for nomination as candidate for Director>
Mr. Toshiaki Majima has been involved in the electric power industry for many years and has abundant experience andknowledge in the thermal power and energy solution businesses, and a character appropriate to assume the managementof the Company. Based on these achievements, the Company believes that Mr. Majima will be able to appropriately
perform his duties as a Director. Accordingly, the Company asks shareholders to elect Mr. Majima so that he may
continue in the role of Director.

- 11 -

No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
June 2015

3

Number of theCompany’s shares
ownedJoined the Company
General Manager of Sales Administration
Department, Sales Division
June 2016
Executive Officer, General Manager of Sales
Administration Department, Sales Division
June 2017
Senior Executive Officer, Acting Executive
General Manager of Energy and Industry
Division
Yasushi Suzuki
June 2019
Director and Managing Executive Officer,(October 21, 1959)
Executive General Manager of Sales Division
5,400 shares
and Acting Executive General Manager ofReelection
Energy and Industry DivisionDec. 2019
Director and Managing Executive Officer,
Executive General Manager of Sales Division,
Acting Executive General Manager of Energy
and Industry Division, and Supervising
Manager of Energy and Industry Division
Oct. 2020
Director and Managing Executive Officer,
Executive General Manager of Energy andIndustry Division (current position)<Reasons for nomination as candidate for Director>
Mr. Yasushi Suzuki has abundant experience and knowledge in sales departments, energy and industrial sectors, and acharacter appropriate to assume the management of the Company. Based on these achievements, the Company believes
that Mr. Suzuki will be able to appropriately perform his duties as a Director. Accordingly, the Company asks
shareholders to elect Mr. Suzuki so that he may continue in the role of Director.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1989
June 2015
Feb. 2017

June 2018

Soichiro Horikawa(December 16, 1963)
Reelection

June 20194

Apr. 2020
Oct. 2020

5

Joined the Company
General Manager of Renewable Energy Project
Department, Energy and Industry Division
Executive Officer, General Manager ofRenewable Energy Project Department andInternational Department, Energy and Industry
Division
Senior Executive Officer, Deputy Executive
General Manager of Energy and Industry
Division (in charge of Architecture), General
Manager of Project I Department, General
Manager of International Department and
Deputy Executive General Manager of Sales
Division
Director and Managing Executive Officer,
Deputy Executive General Manager of Energy
and Industry Division (in charge ofArchitecture), General Manager of International
Department and Deputy Executive General
Manager of Sales Division
Director and President of Tokyo Enesys(Thailand) Co., Ltd.
Director and Managing Executive Officer, Acting
Executive General Manager of Electric Power
Division, General Manager of Electric Power
Sales Department, and General Manager ofOverseas Division of the Company (current
position)

Number of theCompany’s shares
owned

5,500 shares<Reasons for nomination as candidate for Director>
Mr. Soichiro Horikawa has abundant experience and knowledge of construction work for renewable energy, thermal
power generation facilities and overseas construction work, and a character appropriate to assume the management of
the Company. Based on these achievements, the Company believes that Mr. Horikawa will be able to appropriately
perform his duties as a Director. Accordingly, the Company asks shareholders to elect Mr. Horikawa so that he may
continue in the role of Director.
Apr. 1985
Joined Tokyo Electric Power Co., Inc.
July 2012
General Manager of Sagamihara Service
Center, Kanagawa Branch Office
June 2014
General Manager of Secretariat Department
Shinsuke Unno
June 2017
Auditor of Tokyo Power Technology Ltd.
(February 11, 1960)
1,700 shares
June 2018
Senior Executive Officer in charge of Personnel& Organizational Reform of the Company
Reelection
June 2019
Managing Executive Officer in charge of
Personnel & Organizational Reform
June 2020
Director and Managing Executive Officer(current position)<Reasons for nomination as candidate for Director>
Mr. Shinsuke Unno has a wealth of experience and expertise in general affairs and accounting over many years, and acharacter appropriate to assume the management of the Company. Based on these achievements, the Company believes
that Mr. Unno will be able to appropriately perform his duties as a Director. Accordingly, the Company asks
shareholders to elect Mr. Unno so that he may continue in the role of Director.

- 13 -

No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Oct. 2012

6

7

Number of theCompany’s shares
ownedJoined Tokyo Electric Power Co., Inc.
General Manager of Minami Yokohama
Thermal Power Plant, West Thermal Power
Generation Office
June 2014
General Manager of Sodegaura Thermal Power
Plant, East Thermal Power Generation Office
June 2016
Representative Director and President of
Hitachinaka Generation Corporation, seconded
from Corporate Planning Office of TEPCO
Yasuki Ogawa
Fuel & Power, Incorporated(February 16, 1961)
2,600 shares
June 2019
Senior Executive Officer and Deputy Executive
General Manager of Energy and Industry
Reelection
Division of the Company
June 2020
Director and Managing Executive Officer,
Deputy Executive General Manager of Energy
and Industry Division and Manager of
SAKAIMINATO Biomass Power Station
Project
Oct. 2020
Director and Managing Executive Officer,
Executive General Manager of Electric Power
Division (current position)<Reasons for nomination as candidate for Director>
Mr. Yasuki Ogawa has been involved in the electric power industry for many years and has abundant experience andknowledge in the thermal power business, and a character appropriate to assume the management of the Company.
Based on these achievements, the Company believes that Mr. Ogawa will be able to appropriately perform his duties asa Director. Accordingly, the Company asks shareholders to elect Mr. Ogawa so that he may continue in the role of
Director.
Apr. 1976
Registered as an attorney-at law
Hitoshi Tanaka
Apr. 1976
Joined Naritomi Sogo Law Office (currently(July 28, 1950)
Marunouchi Minami Law Office)Oct. 2003
Representative (current position)
Reelection
June 2014
Outside Director of the Company (current
2,100 shares
position)<Significant concurrent positions outside the Company>
OutsideAttorney at law (Marunouchi Minami Law Office)Outside Director (Audit and Supervisory Committee Member)
Independentof SUMCO CORPORATION<Reasons for nomination as candidate for outside Director and overview of expected roles>
Although Mr. Hitoshi Tanaka has no direct experience of being involved in corporate management, he brings abundant
experience and knowledge as a lawyer. Consequently, Mr. Tanaka has fulfilled his role in supervising business execution
from an objective and professional perspective based on his experience and knowledge. Based on these achievements,
the Company judges that he can appropriately perform his duties as an Outside Director. Accordingly, the Company asks
shareholders to elect Mr. Tanaka so that he may continue in the role of Outside Director.
Mr. Tanaka’s term of office as an Outside Director of the Company will be seven years at the conclusion of this General
Meeting of Shareholders.

- 14 -

No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980

8

9

Number of theCompany’s shares
ownedJoined Tokio Marine Fire Insurance Co., Ltd.
(currently Tokio Marine & Nichido Fire
Insurance Co., Ltd.)
June 2007
General Manager of Yokohama Chuo Branch
July 2009
Administrative Officer and General Manager ofNagoya Sales Department III
June 2010
Executive Officer
Makoto Sugimachi
June 2011
Managing Executive Officer(August 14, 1956)
Apr. 2014
Managing Director
Reelection
Apr. 2015
Managing Executive Officer
0 shares
Apr. 2016
Senior Managing Executive Officer
OutsideJune 2016
Director and President of Japan Earthquake
Reinsurance Co., Ltd.
Independent
June 2020
Outside Director of the Company (current
position)<Significant concurrent positions outside the Company>
Outside Director (Audit and Supervisory Committee Member)of ipet Insurance Co., Ltd.
Outside Director (Audit and Supervisory Committee Member)of ipet Holdings, Inc.
<Reasons for nomination as candidate for outside Director and overview of expected roles>
Mr. Makoto Sugimachi has a wealth of experience and expertise as an officer of a general insurance company, and basedon this experience and expertise he has fulfilled the role of supervising the execution of business from an objective andprofessional perspective. Based on these achievements, the Company believes that Mr. Sugimachi will be able toappropriately perform his duties as an Outside Director. Accordingly, the Company asks shareholders to elect Mr.
Sugimachi so that he may continue in the role of Outside Director.
Mr. Sugimachi’s term of office as an Outside Director of the Company will be one year at the conclusion of this
General Meeting of Shareholders.
Apr. 1981
Joined Tokyo Electric Power Co., Inc.
July 2009
Unit Manager (Unit 5-7) of KashiwazakiKariwa Nuclear Power Plant
June 2013
General Manager of Nuclear Operation
Management Department, Nuclear Location
Division, Head Office
Apr. 2016
General Manager of Nuclear Operation
Management Department, Nuclear Location
Shinji Igarashi
Division, Tokyo Electric Power Company(July 4, 1958)
Holdings, Incorporated
200 shares
June 2017
Director and General Manager of Design
New election
Development Department, Nuclear Fuel
Transport Company, Ltd.
June 2019
Managing Director and General Manager ofRokkasho Transport Operations Office, incharge of Aomori District
June 2020
Senior Executive Officer and Deputy Executive
General Manager of Nuclear Power Division of
the Company (current position)<Reasons for nomination as candidate for Director>
Mr. Shinji Igarashi has been involved in the electric power industry for many years and has abundant experience andknowledge of the nuclear power business and a character appropriate to assume the management of the Company.
Based on these achievements, the Company believes that Mr. Igarashi will be able to appropriately perform his duties asa Director. Accordingly, the Company asks shareholders to elect Mr. Igarashi so that he be newly appointed as Director.

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Name(Date of birth)

No.

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 198410(Notes)

1.

2.
3.
4.

5.

6.

Number of theCompany’s shares
ownedJoined Sanwa & Co. (currently Deloitte Touche
Tohmatsu LLC)
Mar. 1987
Registered as a certified public accountant(Japan)Shigeru Nishiyama
Apr. 2002
Associate Professor, Waseda Business School(October 27, 1961)
Apr. 2006
Professor, Waseda Business School (current
position)
New election
0 shares<Significant concurrent positions outside the Company>
Professor, Waseda Business School
OutsideOutside Director (Audit and Supervisory Committee Member),
UNIPRES CORPORATION
Independent
Outside Director (Audit Committee Member, Remuneration
Committee Member), Macromill, Inc.
External Audit & Supervisory Board Member, Marubeni
Corporation<Reasons for nomination as candidate for outside Director and overview of expected roles>
Mr. Shigeru Nishiyama has expertise, experience and knowledge in accounting and finance, as well as a wealth ofexperience in outside officer and other roles at various companies. Thus, the Company believes that he will fulfill therole of supervising the execution of business from an objective and professional perspective based on such knowledge
and experience. Accordingly, the Company asks shareholders to elect Mr. Nishiyama so that he be newly appointed as
Outside Director.
Mr. Makoto Sugimachi, candidate for Outside Director, was an executive of Tokio Marine & Nichido Fire Insurance Co.
until June 2016. The value of transactions with that company for the fiscal year ended March 31, 2021 was less than 1%of consolidated net sales.
There are no special interests between the candidates and the Company.
Mr. Hitoshi Tanaka, Mr. Makoto Sugimachi, and Mr. Shigeru Nishiyama are candidates for Outside Director.
Mr. Hitoshi Tanaka and Mr. Makoto Sugimachi are registered as independent directors in accordance with the regulationsof Tokyo Stock Exchange, Inc. If the election of both candidates is approved, they will continue to serve as independent
directors. In addition, Mr. Shigeru Nishiyama satisfies the requirements to serve as an independent director as stipulatedby the Tokyo Stock Exchange, Inc. and, if appointed, will be reported as an independent director.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Hitoshi Tanaka and Mr. Makoto Sugimachi to limit their liability for damages under Article 423, Paragraph 1 of
the Companies Act. Under these agreements, the maximum amount of liability for damages is the minimum total liability
provided for under laws and regulations. If the election of both Mr. Hitoshi Tanaka and Mr. Makoto Sugimachi is approved,
the Company plans to continue the said agreements with both of them. In addition, if the election of Mr. Shigeru Nishiyama
is approved, the Company plans to enter into a similar agreement to limit his liability for damages as a Director.
The Company has entered into a liability insurance contract with an insurance company for directors and corporate officers
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The aforementioned insurance agreement covers theinsured directors’ and corporate officers’ damages against claims for damages arising from the execution of their duties(excluding compensation for damages arising from acts committed with the knowledge that such acts violate laws andregulations). All candidates will be included as insured persons in the aforementioned insurance agreement. In addition,
the Company intends to renew the agreement with the same details at the time of the next renewal.

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Proposal No. 4

Election of Four Directors Who Are Audit and Supervisory Committee Members

Subject to the approval of Proposal No. 2 “Amendment to the Articles of Incorporation,” as originally proposed, theCompany will transition to a company with Audit and Supervisory Committee, and the Company proposes theelection of four Directors who will serve as Audit and Supervisory Committee members after the transition.
The Company has obtained the consent of the Audit & Supervisory Board for this proposal.
This proposal shall come into effect when Proposal No. 2 “Amendment to the Articles of Incorporation” comes into
effect.
The nominees for the positions of Directors Who Are Audit and Supervisory Committee members are as follows.
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1981
Feb. 2008
June 2013

1

2

Number of theCompany’s shares
ownedJoined the Company
General Manager of Administration Department
Shinji Shiina
Executive Officer, General Manager of(November 8, 1958)
Administration Department
8,500 shares
June 2017
Executive Officer in charge of Administration
New election
Department and Procurement Center
June 2018
Full-time Audit & Supervisory Board Member(current position)<Reasons for nomination as candidate for Director who is Audit and Supervisory Committee Member>
Mr. Shinji Shiina has served in roles such as General Manager of the Administration Department of the Company andhas extensive experience and knowledge in corporate legal affairs. Mr. Shiina has expressed his opinions from a fair andobjective standpoint and has fulfilled the role of auditing business execution as an audit & supervisory board member.
Based on these achievements, the Company believes that he will be able to appropriately perform his duties as an Audit
and Supervisory Committee member. Accordingly, the Company asks shareholders to elect Mr. Shiina so that he be
newly appointed as a Director and Audit and Supervisory Committee member.
Apr. 1982
Joined Tokyo Electric Power Co., Inc.
July 2004
General Manager of General Affairs
Department, Saitama Branch Office
June 2007
General Manager of Utsunomiya Service
Yoshiaki Inagaki
Center, Tochigi Branch Office(March 17, 1958)
June 2012
General Manager of Office of Audit Committee
New election
Feb. 2014
Executive Officer, Nuclear Damage
400 shares
Compensation Facilitation Corporation
Outside(currently Nuclear Damage Compensation andDecommissioning Facilitation Corporation)
Independent
June 2017
Corporate Auditor, TEPCO LANDMANAGEMENT CORPORATION
June 2020
Full-time Audit & Supervisory Board Memberof the Company (current position)<Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andoverview of expected roles>
Mr. Yoshiaki Inagaki has been involved in the electric power industry for many years and has extensive experience andknowledge in general affairs and auditing. He expresses his opinions from a fair and objective standpoint and fulfills therole of auditing business execution as an audit & supervisory board member. Based on these achievements, the Company
believes that Mr. Inagaki will be able to appropriately perform his duties as an Outside Director on the Audit Committee.
Accordingly, the Company asks shareholders to elect Mr. Inagaki so that he be newly appointed as a Director and Audit
and Supervisory Committee member.
Mr. Inagaki is currently an outside company auditor of the Company, but his term of office as an outside company
auditor shall be one year at the conclusion of this General Meeting of Shareholders.

- 17 -

No.

Name(Date of birth)

Apr. 1989
Apr. 1992

Number of theCompany’s shares
ownedRegistered as an attorney-at law
Established Maruichi Law Firm (currently
Maruichi Sogo Law Firm) (current position)
June 2019
Outside Audit & Supervisory Board Member ofNew election
the Company (current position)
0 shares
Apr. 2021
Vice President, Dai-Ichi Tokyo Bar Association
Outside(current position)<Significant
concurrent
positions outside the Company>
Independent
Attorney-at law (Maruichi Sogo Law Firm)<Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andoverview of expected roles>
Although Mr. Teruoki Ninomiya has no direct experience in management, he has abundant experience and knowledge asa lawyer and based on this experience fulfills the role of auditing business execution as an audit & supervisory board
member from a neutral and objective standpoint. Based on these achievements, the Company judges that Mr. Ninomiya
will be able to appropriately perform his duties as an Outside Director and Audit and Supervisory Committee member.
Accordingly, the Company asks shareholders to elect Mr. Ninomiya so that he be newly appointed as an Outside Directorand Audit and Supervisory Committee member.
Mr. Ninomiya is currently an outside company auditor of the Company, and his term of office as an outside company
auditor will be two years at the conclusion of this General Meeting of Shareholders.
Teruoki Ninomiya(June 3, 1960)

3

Career summary, position in the Company, and significant
concurrent positions outside the Company- 18 -

Name(Date of birth)

No.

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1971
July 2001
July 20094(Notes)

1.
2.

3.
4.

5.

6.

Number of theCompany’s shares
ownedJoined Tokyo Regional Taxation Bureau
District Director of Mobara Tax OfficeDirector of Corporation Taxation Division,
Taxation Department, National Tax Agency
Hidefumi Mori
July 2011
Director-General of Takamatsu Regional(January 18, 1953)
Taxation Bureau
Aug. 2013
Senior Partner, Hidefumi Mori Certified Public
New election
Tax Accountant Office (current position)
0 shares
June 2020
Outside Audit & Supervisory Board Member of
Outsidethe Company (current position)<Significant
concurrent
positions outside the Company>
Independent
Certified public tax accountant (Hidefumi Mori Certified Public
Tax Accountant Office)Outside Corporate Auditor, NAKANO REFRIGERATORS CO.,LTD
<Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andoverview of expected roles>
Although Mr. Hidefumi Mori has no experience of direct involvement in management, he has held important positions in
administrative agencies and has abundant experience and knowledge as a Certified Public Tax Accountant. Based on thisexperience, Mr. Mori has fulfilled the role of auditing business execution as an audit & supervisory board member froma neutral and objective standpoint. Based on these achievements, the Company judges that he will be able to appropriately
perform the duties of an Outside Director and Audit and Supervisory Committee member. Accordingly, the Company
asks shareholders to elect Mr. Mori so that he be newly appointed as an Outside Director and Audit and Supervisory
Committee member.
Mr. Mori is currently an outside company auditor of the Company, but his term of office as an outside company auditor
will be one year at the conclusion of this General Meeting of Shareholders.
There are no special interests between the candidates and the Company.
Mr. Yoshiaki Inagaki, a candidate for Outside Director and Audit and Supervisory Committee member, was a businessexecutor of Tokyo Electric Power Holdings Company, Inc. (TEPCO), a related party of the Company until February 2014.
There is a business relationship between the Company and TEPCO that includes construction contracting.
Mr. Yoshiaki Inagaki, Mr. Teruoki Ninomiya and Mr. Hidefumi Mori are candidates for Outside Director.
Mr. Teruoki Ninomiya and Mr. Hidefumi Mori are registered as independent directors in accordance with the regulationsof Tokyo Stock Exchange, Inc. If the election of these candidates is approved, they will continue to serve as independent
directors. In addition, since seven years have passed since Note 2, Mr. Yoshiaki Inagaki satisfies the requirements forindependent directors as stipulated by the Tokyo Stock Exchange, Inc. and will be reported as an independent director.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Yoshiaki Inagaki, Mr. Teruoki Ninomiya and Mr. Hidefumi Mori to limit their liability for damages under Article
423, Paragraph 1 of the Companies Act. Under these agreements, the maximum amount of liability for damages is theminimum total liability provided for under laws and regulations. If the election of Mr. Yoshiaki Inagaki, Mr. Teruoki
Ninomiya and Mr. Hidefumi Mori is approved, the Company plans to continue the said agreements with the three of them.
The Company has entered into a liability insurance contract with an insurance company for directors and corporate officers
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The aforementioned insurance agreement covers theinsured directors’ and corporate officers’ damages against claims for damages arising from the execution of their duties(excluding compensation for damages arising from acts committed with the knowledge that such acts violate laws andregulations). All candidates will be included as insured persons in the aforementioned insurance agreement. In addition,
the Company intends to renew the agreement with the same details at the time of the next renewal.

- 19 -

Proposal No. 5:

Setting of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The amount of remuneration for the Directors of the Company was approved at the 69th General Meeting of
Shareholders held on June 29, 2016 as an annual amount of ¥320 million or less (of which ¥30 million or less is for
Outside Directors) and has been approved to date. Subject to the approval of Proposal No. 2 “Amendment to the
Articles of Incorporation” as originally proposed, the Company will transition to a company with Audit andSupervisory Committees, and the Company proposes abolishing this provision and setting the amount of
remuneration for Directors (excluding Directors who are Audit and Supervisory Committee members) at ¥330
million or less per year (including ¥40 million or less for Outside Directors). The amount of remuneration has been
set by comprehensively taking into consideration the scale of the Company’s business, the composition of the Boardof Directors, and factors such as future business development, and the Company believes that it is appropriate.
The amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee members)
shall not include the employee salary of Directors who concurrently serve as employees.
The current number of directors is nine (including two Outside Directors). However, if Proposal No. 2 “Amendment
to the Articles of Incorporation” and Proposal No. 3 “Election of Ten Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)” are approved as proposed, the number of Directors (excluding Directors who
are Audit and Supervisory Committee members) will increase to ten (including three Outside Directors). In addition,
this proposal will come into effect when Proposal No. 2 “Amendment to the Articles of Incorporation” comes into
effect.
Proposal No. 6:

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

On the condition that Proposal No. 2 “Amendment to the Articles of Incorporation” is approved as originallyproposed, the Company will transition to a company with Audit and Supervisory Committee, and the Company
proposes setting the amount of remuneration for Directors who are Audit and Supervisory Committee members at¥80 million or less per year. The amount of remuneration has been set by comprehensively taking into consideration
the scale of the Company’s business, the composition of the Board of Directors, and factors such as future businessdevelopment, and the Company believes that it is appropriate.
If Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 4 “Election of Four Directors Who
Are Audit and Supervisory Committee Members” are approved as proposed, the number of Directors who are Audit
and Supervisory Committee members will be four. In addition, this proposal will come into effect when Proposal No.
2 “Amendment to the Articles of Incorporation” comes into effect.

- 20 -

Proposal No. 7:

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

With the objective of offering incentives to Directors (excluding Outside Directors and Directors who are Audit andSupervisory Committee members; hereinafter, “Eligible Directors”) to achieve sustained improvement of thecorporate value of the Company and to further promote sharing value with shareholders, the Company proposes
remuneration in the form of granting restricted shares in a separate framework from the amount of remuneration set
forth in Proposal No. 5 “Setting of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members).”
The total amount of remuneration to be paid to the Eligible Directors for the grant of the Restricted Shares shall be amonetary claim, the total amount of which shall be ¥50 million or less per year (not including the salary for employeesof Directors who concurrently serve as employees). The Board of Directors shall determine the specific timing anddistribution of the remuneration to each Eligible Director.
The current number of directors is nine (including two Outside Directors). However, if Proposal No. 2 “Amendment
to the Articles of Incorporation” and Proposal No. 3 “Election of Ten Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)” are approved as proposed, the number of Directors (excluding Directors who
are Audit and Supervisory Committee members) will increase to ten (including three Outside Directors).
The Eligible Directors shall pay all of the monetary remuneration claims arising from this proposal in accordancewith resolution of the Board of Directors of the Company in the form of property contributed in kind, and shall havethe common stock of the Company issued or disposed of. The total number of the ordinary shares of the Company
to be issued or disposed of thereby shall be 50,000 shares or less per year, (however, if, on or after the date of approval
and resolution of this proposal, the Company conducts share splits of ordinary shares of the Company (including
allotment of ordinary shares of the Company without contribution), consolidation of such shares, or any other eventin which the total number of ordinary shares of the Company to be issued or disposed of as restricted shares requires
adjustment, said total number shall be adjusted within a reasonable range). Note that the amount to be paid in per
share shall be determined by the Board of Directors, based on the closing price of the ordinary shares of the Company
on the Tokyo Stock Exchange on the business day immediately prior to the date of each resolution by the Board of
Directors (if no transactions were completed on that day, the closing price on the most recent transaction datepreceding that day), and within a range not particularly advantageous to Eligible Directors who are to subscribe to
said ordinary shares. The issuance or disposal of ordinary shares of the Company through this process and theprovision of monetary remuneration claims as property contributed in kind shall be subject to the execution of anagreement between the Company and the Eligible Directors for allotment of restricted shares (hereinafter, the“Allotment Agreement”) that includes the following provisions.
The maximum amount of remuneration, total number of shares of the Company’s ordinary shares to be issued or
disposed of and other conditions for the allotment of restricted shares to the Eligible Directors under this proposal
have been determined in consideration of the aforementioned purposes, the business conditions of the Company, andother various circumstances, and the Company believes that they are appropriate. If this proposal is approved, theCompany plans to revise the policy related to the details of individual remuneration, etc. for Directors as stated on
page 32 of the Business Report (in Japanese only) in accordance with this proposal by adding new details concerning
non-monetary remuneration, etc.
This proposal shall come into effect when Proposal No. 2 “Amendment to the Articles of Incorporation” comes into
effect.

- 21 -

[Outline of the details of the Allotment Agreement](1) Transfer Restriction Period
Eligible Directors shall not transfer, create security interests, or otherwise dispose of the ordinary shares of theCompany (hereinafter, the “Allotted Shares”) allotted under the Allotment Agreement (hereinafter, the “Restriction
on Transfer”) during the period from the day on which shares are allotted under the Allotment Agreement until
resignation or immediately after the time of retirement from any position as an officer or employee of the Company
or its subsidiaries (hereinafter, the “Transfer Restriction Period”).
(2) Lifting of Transfer Restrictions
Notwithstanding the provisions of (1) above, the Company shall lift Transfer Restrictions for all of the Allotted Shares
upon expiration of the Restriction Period, provided that the Eligible Director has continuously held any position as
an officer or employee of the Company or any of its subsidiaries for a period of time predetermined by the Board of
Directors of the Company. However, in the event that an Eligible Director resigns or retires from any position as an
officer or employee of the Company or any of its subsidiaries before the expiration of the predetermined period fora justifiable reason, the number of Allotted Shares subject to the lifting of Transfer Restrictions and the timing oflifting thereof shall be reasonably adjusted as necessary. In addition, the Company shall automatically acquire without
consideration the Allotted Shares for which the Transfer Restrictions have not yet been lifted at the time immediately
after the Transfer Restrictions are lifted in accordance with the above provisions.
(3) Treatment of resignation or retirement for reasons other than justifiable reasonsNotwithstanding the provisions of (2) above, the Company shall automatically acquire without consideration all of
the Allotted Shares in the event that an Eligible Director resigns or retires from any position as an officer or employeeof the Company or any of its subsidiaries for reasons other than justifiable reasons.
(4) Treatment during reorganization, etc.
Notwithstanding the provisions of (1) above, during the Transfer Restriction Period, if matters regarding merger
agreements under which the Company becomes the disappearing company, share exchange agreements under which
the Company becomes a wholly owned subsidiary, share transfer plans or other organizational restructuring, etc., areapproved at a General Meeting of Shareholders of the Company (or by the Board of Directors of the Company if
approval of a General Meeting of Shareholders of the Company is not required for said organizational restructuringetc.), following a resolution of the Board of Directors of the Company, the Company shall, in advance of the effective
date of the said organizational restructuring, etc., lift Transfer Restrictions for the number of Allotted Shares that isreasonably determined based on the period from the beginning date of the Transfer Restriction Period to said approvaldate. Furthermore, for the above case, the Company shall rightfully acquire, without contribution, the Allotted Sharesfor which Transfer Restrictions have not been lifted at the time immediately after the above lifting.
(5) Other matters
Other matters regarding the Allotment Agreement shall be determined by the Board of Directors of the Company.

- 22 -