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: 2918
May 7, 2024
To Our Shareholders:Hideo Tsuji, Representative Director, President
WARABEYA NICHIYO HOLDINGS CO., LTD.
13-19, Tomihisa-cho, Shinjuku-ku, Tokyo, Japan

Notice of the 60th Annual General Meeting of Shareholders
We are pleased to announce the 60th Annual General Meeting of Shareholders of WARABEYA NICHIYOHOLDINGS CO., LTD. (the “Company”), which will be held as indicated below.
When convening this General Meeting of Shareholders, the Company has taken measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject tomeasures for electronic provision) in electronic format, and has posted the information on each of the following
websites. Please access either of the websites to view the information.
[The Company’s website]
https://www.warabeya.co.jp/ja/ir/stock/meeting.html (in Japanese)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/2918/teiji/ (in Japanese)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(When accessing the TSE website by using the Internet address shown above, enter “WARABEYA NICHIYOHOLDINGS” in “Issue name (company name)” or the Company’s securities code “2918” in “Code,” and click“Search.” Then, click “Basic information” and select “Documents for public inspection/PR information.” Under“Filed information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet,
etc. Please review Reference Documents for General Meeting of Shareholders, and then exercise your voting rights
by 6:00 p.m. on Wednesday, May 22, 2024 (JST).

-1-1. Date and Time: Thursday, May 23, 2024 at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)
2. Venue:
Royal Hall I, 3rd Floor, Rihga Royal Hotel Tokyo
1-104-19 Totsuka-machi, Shinjuku-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 60th fiscal year (from March 1, 2023
to February 29, 2024), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 60th fiscal year (from March 1, 2023 to February 29,
2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3
Election of One Director Who Is an Audit & Supervisory Committee Member
Proposal No. 4
Revision of Performance-based Remuneration for Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members)
Proposal No. 5
Revision of the Amount and Partial Revision of the Details of Share-based Remuneration,
Etc. for Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)
4. Other Decisions on the Convocation(1) Voting by proxyIf you are unable to attend the Meeting in person, you can have another shareholder with voting rights attend
the Meeting as a proxy. However, please note that it is necessary to submit a document certifying proxyauthority.
(2) If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of
the proposals on the voting form, it shall be treated as if you indicated approval of the proposals.
(3) Please note if you exercise your voting rights both in writing and via the Internet, your voting via the Internet
shall prevail.
(4) If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective.

- If you attend the Meeting in person, please submit the voting form at the reception desk.
- Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article
15 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered toshareholders who have made a request for delivery of such documents.
i) “Company Structure and Policies” in the Business Reportii) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statementsiii) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
Note: The items listed above are available in Japanese only.
Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents arepart of the documents included in the scope of audits by the Audit & Supervisory Committee and the Financial Auditor when theycreate their respective audit reports.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each of the websites listed on page 1.
- Note that gifts will not be provided to shareholders who attend the General Meeting of Shareholders.
We would appreciate your understanding in advance.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1

Appropriation of Surplus

The Warabeya Nichiyo Group (the “Group”) regards the appropriate return of profit to its shareholders as animportant management policy and its basic policy is to implement stable and continuous dividends with a targeted
consolidated dividend payout ratio of 40%. The Company proposes to pay year-end dividends for the fiscal year as
follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and their aggregate amount¥45 per common share of the Company
Total payment: ¥792,614,700
The annual dividends for the fiscal year will be ¥90 per share, including the interim dividends of ¥45 per sharealready paid.
(3) Effective date of dividends of surplus
May 24, 2024

-3-

Proposal No. 2

Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all currently serving Directors (excluding Directors who are Audit & Supervisory Committee
Members; the same is applicable to the rest of this proposal) will expire at the conclusion of this annual general
meeting of shareholders. Therefore, the Company proposes the election of seven Directors, increasing the number of
Directors by two to strengthen the management system.
In addition, having considered this proposal, the Audit & Supervisory Committee has determined that thenominations are appropriate.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 1988
May 1991
Mar. 1992
May 1998
May 2003
Oct. 2005

Hiroyuki Otomo(January 30, 1962)
May 2009
Re-election
Aug. 2011
1Mar. 2012
Apr. 2014
May 2015
Mar. 2022

Joined NICHIYO CO., LTD.
Director and Assistant General Manager ofGourmet Business Dept. of the Company
Director and General Manager in charge of
Delicatessen, Sales Dept.
Managing Director
Managing Director and Head of Administrative
Management Headquarters
Director
Representative Director, President of NICHIYO
CO., LTD.
Managing Director and Head of General
Business Headquarters of the Company
Executive Director and Head of General
Business Headquarters
Executive Director and Head of Production
Headquarters
Representative Director, Vice President andHead of Production Headquarters
Representative Director, President
Representative Director, Chairperson (current
position)

Number of theCompany’s shares
owned

520,800 shares[Reasons for nomination]
Hiroyuki Otomo has accumulated experience and achievements in various fields including sales, production andmanagement in the Group, and has been involved in business management. He has served as Representative Director
and President of the Company since 2015 and has served as Representative Director and Chairperson of the Company
since 2022, and has abundant experience in business and corporate management of the Company. The Company
proposes his election because it is expected that he will utilize his experience to contribute to the further growth of theGroup and the improvement of corporate value.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Feb. 1997
May 2003
May 2006
May 2011
Mar. 2013
May 2016
Sept. 2016

June 2017

May 2018
Hideo Tsuji(January 21, 1964)
Re-election

Mar. 20192
Mar. 2020

May 2021

Sept. 2021

Mar. 2022

Joined NICHIYO CARRY CO., LTD.
(currently BESTRANS CO., LTD.)
Director, Head of Sales Headquarters andGeneral Manager of Business Promotion Dept.
Managing Director
Representative Director, President of
WARABEYA HOKKAIDO CO., LTD.
Representative Director, President of
WARABEYA TOKAI CO., LTD.
Representative Director, President of
WARABEYA KANSAI CO., LTD.
Director, Executive Officer and Head ofWestern Japan Business Headquarters of
WARABEYA NICHIYO CO., LTD.
Director, Executive Officer and General
Manager of Overseas Business Dept.,
supervising Quality Assurance Dept.
Director, Managing Executive Officer, incharge of Overseas Business and supervising
Corporate Planning Dept. and Quality
Assurance Dept. of the Company
Director, Senior Managing Executive Officer,
in charge of Overseas Business and supervising
Corporate Planning Dept. and Quality
Assurance Dept.
Director, Executive Vice President, in charge ofOverseas Business and supervising Corporate
Planning Dept. and Quality Assurance Dept.
Representative Director, Vice President, incharge of Overseas Business and supervising
Corporate Planning Dept. and Quality
Assurance Dept.
Representative Director, Vice President, Headof Overseas Business and supervising
Corporate Planning Dept. and Quality
Assurance Dept.
Representative Director, President of
WARABEYA NICHIYO INTERNATIONAL
CO., LTD.
Representative Director, President of theCompany (current position)

Number of theCompany’s shares
owned

4,800 shares[Reasons for nomination]
Hideo Tsuji has been involved in sales, production, quality assurance, and overseas business in the Group, and has
accumulated experience and achievements in various fields. He has served as Representative Director and Vice
President of the Company since 2021, and Representative Director and President since 2022, and has knowledge andexperience necessary for the sound and appropriate management of the Group. The Company proposes his election
because it is expected that he will utilize his experience to contribute to the further growth of the Group and theimprovement of corporate value.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 2004
May 2007

May 2009

Sept. 2016

Mar. 2019
Naoshi Asano(August 7, 1962)
Re-election

Aug. 20193
Sept. 2021

Mar. 2022

June 2022

Joined the Company
General Manager of Accounting and FinanceDept., Administrative Management
Headquarters
Director and General Manager of Accounting
and Finance Dept., Administrative Management
Headquarters
Director, Managing Executive Officer,
supervising Group Administration Dept. andFinancial Planning Dept.
Director, Managing Executive Officer of
WARABEYA NICHIYO CO., LTD.
Director, Managing Executive Officer,
supervising General Affairs Dept., Human
Resources Dept. and Financial Planning Dept.
of the Company
Director, Managing Executive Officer, General
Manager of Financial Planning Dept.,
supervising General Affairs Dept. and Human
Resources Dept.
Director, Managing Executive Officer, Head of
Administrative Management Division andGeneral Manager of Financial Planning Dept.
Director, Senior Managing Executive Officer,
Head of Administrative Management Division
and General Manager of Financial Planning
Dept.
Director, Senior Managing Executive Officer
and Head of Administrative Management
Division (current position)

Number of theCompany’s sharesowned

3,900 shares[Reasons for nomination]
Naoshi Asano has been involved in accounting, finance, and general affairs in the Group, and has accumulated
experience and achievements in various fields. He has served as Director and Managing Executive Officer of theCompany since 2016, and as Director and Senior Managing Executive Officer since 2022, and has knowledge andexperience necessary for the sound and appropriate management of the Group. The Company proposes his election
because it is expected that he will utilize his experience to contribute to the further growth of the Group and theimprovement of corporate value.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
May 1993
Sept. 2011

Minoru Tanamoto(August 22, 1971)
4

Re-election

Joined the Company
General Manager of 1st Manufacturing Dept.,
Capital Region Business Headquarters
May 2015
Director, General Manager of Capital Region
1st Production Dept. and General Manager ofCapital Region 2nd Production Dept. ofProduction Headquarters
Sept. 2016
Director, Executive Officer and General
Manager of Capital Region Production Dept.,
Capital Region Business Headquarters of
WARABEYA NICHIYO CO., LTD.
June 2017
Director, Executive Officer, Chief of Deputy
Head of Capital Region Business Headquarters
and General Manager of Capital Region
Production Dept.
Mar. 2018
Director, Executive Officer and Head ofEastern Japan Business Headquarters
Mar. 2019
Director, Executive Officer and Head ofRegional Business Headquarters
Sept. 2021
Executive Officer, Head of Regional Businessof the Company
Dec. 2021
Executive Officer, Head of Production Division
Mar. 2022
Managing Director, Executive Officer of
WARABEYA NICHIYO INTERNATIONAL
CO., LTD.
Managing Executive Officer, Head of
Production Division of the Company
Sept. 2022
Representative Director, President of
WARABEYA NICHIYO FOODS CO., LTD.
(current position)
Representative Director, President of
WARABEYA CO., LTD. (currently
WARABEYA DELICA CO., LTD.)May 2023
Director, Managing Executive Officer, Head of
Production Division of the Company
Mar. 2024
Director, Managing Executive Officer in chargeof Domestic Food Products Business (current
position)(Significant concurrent positions outside the Company)
Representative Director, President of WARABEYA NICHIYOFOODS CO., LTD.

Number of theCompany’s shares
owned

1,900 shares[Reasons for nomination]
Minoru Tanamoto has been involved in production operations in the Group, and has accumulated experience andachievements in the field. The Company proposes his election because it is expected that he will utilize his experience
to contribute to the further growth of the Group and the improvement of corporate value.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Nov. 1994
May 2016

Koji Mori(April 25, 1971)
5

6

New election

Joined the Company
Representative Director, President of
WARABEYA U.S.A., INC.
Sept. 2019
Director, Executive Officer and General
Manager of Overseas Business Dept. of
WARABEYA NICHIYO CO., LTD. (currently
WARABEYA NICHIYO INTERNATIONAL
CO., LTD.)
Jan. 2021
Director, Executive Officer, General Managerof Overseas Business Dept. and General
Manager of New Products Development Dept.
Sept. 2021
Executive Officer, Deputy Head of Overseas
Business of the Company
Mar. 2022
Managing Executive Officer, Head of Overseas
Business and supervising Quality Assurance
Dept. (current position)
Representative Director, President of
WARABEYA NICHIYO INTERNATIONAL
Co., LTD. (current position)(Significant concurrent positions outside the Company)
Representative Director, President of WARABEYA NICHIYOINTERNATIONAL CO., LTD.

Number of theCompany’s shares
owned

200 shares[Reasons for nomination]
Koji Mori has been involved in the overseas business in the Group, and has accumulated experience and achievementsin the field. The Company proposes his election because it is expected that he will utilize his experience to contribute to
the further growth of the Group and the improvement of corporate value.
Jan. 2010
Joined the Company
Mar. 2015
General Manager of Beijing Want-Yang Foods
Ltd.
May 2018
Executive Officer, General Manager ofCorporate Planning Dept. of the Company
Sept. 2019
Representative Director, President of
PROSYSTAS CO., LTD.
May 2020
Director, Executive Officer and General
Masahide Ebata
Manager of Corporate Planning Dept. of the(September 25, 1973)
Company
1,600 shares
June 2021
Representative Director, President ofRe-election
WARABEYA NICHIYO FOODS CO., LTD.
Mar. 2022
Director, Executive Officer and General
Manager of Corporate Planning Dept. and in
charge of Sustainability of the Company(current position)
Dec. 2022
Director, Executive Officer, supervising
Chinese Business of WARABEYA NICHIYOINTERNATIONAL CO., LTD. (current
position)[Reasons for nomination]
Masahide Ebata has been involved in the overseas business and corporate planning of the Group, and has accumulated
experience and achievements in various fields. The Company proposes his election because it is expected that he will
utilize his experience to contribute to the further growth of the Group and the improvement of corporate value.

-8-

Candidate
No.

Name
(Date of birth)
Atsushi Inoue(July 8, 1967)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Oct. 2022
Mar. 2023

Joined the Company, General Manager ofFinancial Planning Dept.
Executive Officer, General Manager ofFinancial Planning Dept. (current position)

Number of theCompany’s shares
owned- shares

New election[Reasons for nomination]
Atsushi Inoue has been involved in finance and accounting in the Group, and has accumulated experience andachievements in these fields. The Company proposes his election because it is expected that he will utilize his
experience to contribute to the further growth of the Group and the improvement of corporate value.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Group has entered into a directors and officers liability insurance policy as stipulated in Article 430-3, paragraph (1)of the Companies Act with an insurance company, with Directors and Audit & Supervisory Board Members of the Group
companies as the insureds, and plans to renew the policy in June 2024. If the election of each candidate is approved andadopted in this proposal, the candidate for re-election will continue to be insured, and the candidate for new election will
newly become insured.
i) Summary of insurance incidents covered
The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of theperformance of duties as an officer or such like, or receipt of claims pertaining to the pursuit of such liability.
ii) Insurance premiums
Insurance premiums are paid in full by the Company.
3. Shown herein are the numbers of shares of WARABEYA NICHIYO HOLDINGS CO., LTD. owned by candidates at theend of the fiscal year (February 29, 2024), including shares owned in the WARABEYA NICHIYO HOLDINGS CO., LTD.
Officers Share Ownership Association.
7-9-

Proposal No. 3

Election of One Director Who Is an Audit & Supervisory Committee Member

The Company proposes the election of one Director who is an Audit & Supervisory Committee Member to strengthen
the audit and supervisory structure.
The consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidate for Director who is an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, position and responsibility in the Company and significant
concurrent positions outside the Company
Oct. 1996

Number of theCompany’s shares
ownedJoined Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
Apr. 2000
Registered as a CPA
Chikako Irie
July 2013
CPA Audit Inspector of Certified Public Accountants and(March 8, 1972)– shares
Auditing Oversight Board of Financial Services Agency
New election
July 2016
Senior Manager of Deloitte Touche Tohmatsu LLC
July 2019
Managing Director
July 2023
Representative of Irie CPA Office (current position)[Reasons for nomination and summary of expected roles as outside Director]
Chikako Irie has never been directly involved in the management of a company. However, she has expert knowledge and extensive
experience as a CPA and possesses practical experience during her work at the Financial Services Agency. Based on her broad,cross-industry insight through her knowledge and experience, the Group expects her to monitor and supervise the management of
the Group from an independent viewpoint.
(Notes) 1. There is no special interest between Chikako Irie and the Company.
2. Chikako Irie is a candidate for outside Director who is an Audit & Supervisory Committee Member.
3. If Chikako Irie is elected, the Company plans to enter into an agreement with her to limit her liability for damages under
Article 427, paragraph (1) of the Companies Act and Article 32 of the Company’s Articles of Incorporation. The maximum
amount of liability for damages under this agreement is the minimum liability amount provided for under laws andregulations.
4. The Group has entered into a directors and officers liability insurance policy as stipulated in Article 430-3, paragraph (1)of the Companies Act with an insurance company, with Directors and Audit & Supervisory Board Members of the Group
companies as the insureds, and plans to renew the policy in June 2024. If the election of Chikako Irie is approved andadopted in this proposal, she will also be insured.
i) Summary of insurance incidents covered
The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of theperformance of duties as an officer or such like, or receipt of claims pertaining to the pursuit of such liability.
ii) Insurance premiums
Insurance premiums are paid in full by the Company.
5. The Company plans to submit notification to the Tokyo Stock Exchange that Chikako Irie has been designated as anindependent officer as provided for by the aforementioned exchange.
6. Shown herein is the number of shares of WARABEYA NICHIYO HOLDINGS CO., LTD. owned by Chikako Irie at theend of the fiscal year (February 29, 2024).

- 10 -

<Reference>
Skill Matrix of Directors (if Proposal No. 2 and Proposal No. 3 are approved)
Experience

Name

in

Experience

Experience

Experience

Experience

Finance

corporate

in foods

in sales andin quality

in overseas

andmanage-businessmarketingcontrolbusinessaccounting

Legalaffairs

IT

Sustainability

ment

Hiroyuki
Otomo

✔

✔

✔

Hideo Tsuji

✔

✔

✔

Naoshi
Asano
MinoruTanamoto

✔

✔

✔

✔

Koji Mori
Masahide
Ebata
AtsushiInoue
YasuyukiNagahama

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Committee Member

✔

✔

✔
✔

✔

✔

✔

✔
Audit & Supervisory

✔

✔

✔

✔
✔

✔

✔

✔

Audit & Supervisory

Takashi
HimedaCommittee Member✔

Outside✔

Independent
Audit & Supervisory

Hidetora
Yoshimine

Committee Member
Outside

✔

✔

✔

✔

✔

Independent
Audit & Supervisory

Shio
HaradaCommittee Member✔

OutsideIndependent
Audit & Supervisory

Chikako
Irie

Committee Member✔

OutsideIndependent- 11 -✔

Proposal No. 4

Revision of Performance-based Remuneration for Directors (Excluding Directors Who Are
Audit & Supervisory Committee Members)

Remuneration for Directors of the Company (excluding Audit & Supervisory Committee Members) is composed ofa basic salary as a fixed remuneration, together with directors’ bonuses and stock-based compensation as
performance-based remuneration. The payment of directors’ bonuses not exceeding ¥150 million, as performancebased remuneration based on the profit attributable to owners of parent, was approved by shareholders at the 55th
Annual General Meeting of Shareholders held on May 23, 2019.
Directors’ bonuses, which are performance-based remuneration for Directors (excluding Directors who are Audit &Supervisory Committee Members and outside Directors; the same is applicable to the rest of this proposal), dependon the performance achievement targets per each fiscal year, based on the medium-term management plan. In thisrespect, to further boost the incentive for Directors to achieve the performance targets set forth in the medium-term
management plan, the Company proposes to revise the indicator used to calculate these bonuses from profit
attributable to owners of parent to performance indicators used in the plan, such as consolidated operating profit. The
Company also proposes to revise the maximum amount for these bonuses to ¥200 million.
This proposal is intended to raise the motivation and morale of Directors to build a management base for the Group
that is capable of handling any environment, strengthen the earnings structure, boost corporate value, and improve
performance under the aim to be a united corporate group that achieves sustainable growth. This conforms with theCompany’s policy on determination of the details of remuneration for individual Directors, and the Company;
therefore, considers it appropriate. This proposal has been deliberated and examined by the Company’s Nomination
and Remuneration Advisory Committee, where the majority is composed of outside Directors.
Upon approval of Proposal No. 2: “Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)” as proposed, seven Directors will be eligible for directors’ bonuses as performance-based
remuneration.
As at present, the amount of directors’ bonuses as performance-based remuneration does not include employee wages
for Directors who concurrently serve as an employees of the Company.

- 12 -

Proposal No. 5

Revision of the Amount and Partial Revision of the Details of Share-based Remuneration, Etc.
for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

1. Reason for proposal
The Company has introduced a share-based remuneration plan based on performance (hereinafter referred to as
the “Plan”) with the approval from shareholders at the 51st Annual General Meeting of Shareholders held on
May 28, 2015. Under the Plan, eligible Directors of the Company (excluding Directors who do not have authority
for business execution) receive delivery of a number of the Company’s shares based on their position andperformance indicators.
Recipients of share-based remuneration are subject to an increased tax burden if the share price has risen at thetime of the delivery of shares, which may decrease the effectiveness of this remuneration as an incentive to aim
for a higher share price. Hence, the Company proposes to partially revise the content of the Plan, including theconversion to cash of some of the Company’s shares to be delivered to Directors (excluding Directors who are
Audit & Supervisory Committee members, outside Directors, and Directors not resident in Japan; the same isapplicable to the rest of this proposal) and payment in cash, in order to ensure sufficient funds to pay this tax,
further enhancing the Plan’s function as an incentive to boost the share price.
These partial revisions of the Plan are designed to raise the desire of Directors to contribute to the Group’s
sustainable growth and the enhancement of mid- to long-term corporate values. This conforms with theCompany’s policy on the determination of the details of remuneration, etc. for individual Directors, and theCompany; therefore, considers them appropriate. These partial revisions of the Plan have been deliberated andexamined by the Company’s Nomination and Remuneration Advisory Committee, where the majority iscomposed of outside Directors.
Upon approval of Proposal No. 2: “Election of Seven Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)” as proposed, seven Directors will be eligible for the Plan.
2. Amount and details of remuneration, etc. under the Plan
(1) Details of the revisions to the Plan
The Company will revise the following parts of the existing details of the Plan, subject to the approval ofthis General Meeting of Shareholders.
<Main revisions to the Plan>
Item

Delivery of shares to Directors

(2)

i)

Before revisions

After revisions
The Company shall deliver a number of its
shares corresponding to 70% (rounded
The Company shall deliver a number of its down to the nearest trading unit) of theshares corresponding to the cumulative
cumulative number of points awarded up
number of points awarded up to the timeto the time when the Director ceases towhen the Director ceases to serve as aserve as a director of the Company or any
director of the Company or any of its
of its subsidiaries. The Company shallsubsidiaries.
convert the remaining shares into cash andpay the equivalent amount of cash to the
Director.

Details of the Plan after the revisions
The Plan is a share-based remuneration plan, where a trust purchases shares of the Company using theamounts of Directors’ remuneration contributed by the Company. Some of the Company’s shares, together
with cash equivalent to the converted value of some of the remainder of the shares (hereinafter referred toas “the Company’s shares, etc.”), are delivered and paid (hereinafter referred to as “delivery, etc.”) to
Directors. Details are presented under (3) below.

Persons eligible for delivery, etc. of theCompany’s shares, etc. under the Plan・Directors of the Company (excluding Directors who are Audit &Supervisory Committee Members, outside Directors, and Directors notresident in Japan)- 13 -

ii) Impact of the Company’s shares subject to the Plan on the total number of shares outstanding
Maximum amount to be contributed by the Company ・¥245 million in total over five fiscal years
・The maximum total number of points (shares) awarded to Directors during
the trust period is 21,000 points (shares) per year, or 105,000 points (shares)
in total over five years
Maximum number of the Company’s shares, etc. for・This is equivalent to approximately 0.6% of the total number of sharesdelivery, etc. to Directors through the trust andoutstanding (as of February 29, 2024)
method used to purchase the Company’s shares
Note: The maximum number of points (shares) awarded per year isequivalent to approximately 0.1% of the total number of shares outstanding
・No additional purchase of shares will result from these revisionsiii) Details of the performance requirements

・The number of points (shares) awarded to Directors varies between 70%
and 100% of the maximum number based on the degree to which
performance targets (profit attributable to owners of parent, etc.) have beenachieved in each fiscal year during the plan periodiv) Timing of the delivery, etc. of the Company’s
shares, etc. to Directors

・When the Director has retired as a director of the Company and any of theCompany’s subsidiaries(3)

Maximum amount to be contributed by the Company
The Plan has a duration of five consecutive fiscal years (hereinafter referred to as the “Plan Period”). The
current Plan Period comprises the five fiscal years from the fiscal year ended on February 29, 2020, to thefiscal year ending on February 28, 2025. If the trust period is extended as described in paragraph 3 of thissection (3), the new Plan Period will be the subsequent five fiscal years.
The Company contributes up to a maximum total of ¥245 million over the five fiscal years of each Plan
Period as remuneration for Directors and establishes trust with a trust period of five years (hereinafterreferred to as the “Trust”). The beneficiaries of the Trust are Directors who satisfy the beneficiary
requirements. The Trust uses the money entrusted to it to purchase the Company’s shares from the stock
market or the Company (through the disposal of treasury shares) based on the instructions of the trust
administrator. The Company awards points to Directors during the trust period (see (4) below for details).
Delivery, etc. is made for a number of the Company’s shares, etc. based on the number of points awarded.
Instead of establishing a new trust at the expiration of the trust period of the Trust, the Trust may becontinued by amendment of the trust agreement and the entrustment of additional funds. Upon continuation,
the trust period of the Trust shall be extended by five years, and the new Plan Period shall be the five fiscal
years after the extension of the trust period. The Company shall contribute an additional amount notexceeding ¥245 million in total for each extended trust period, shall continue to award points to the
Directors during the extended trust period, and shall continue the delivery, etc. of the Company’s shares,
etc. during the extended trust period. However, the Trust may still hold the Company’s shares (excepting
shares of the Company that correspond to the points already awarded to Directors but for which delivery,
etc. has not been completed) and cash (these shares and cash are hereinafter referred to collectively as“residual shares, etc.”) among the residual trust assets as of the last day of the trust period prior to theextension. In this case, the sum of these residual shares, etc. and the additional contribution made by theCompany shall not exceed ¥245 million in total.

(4)

Calculation method and maximum number of the Company’s shares, etc. to be acquired by Directors
At a predesignated time each year during the trust period, the Company awards points to Directors basedon their positions and performance indicators for the fiscal year ended on the last day of February that year
(hereinafter referred to as the “fiscal year for evaluation”). For Directors who die while in office, theCompany adjusts this number for the period up to death.
Points are awarded each year during the trust period.
Directors shall be awarded a maximum of 21,000 points in total each year.
Delivery, etc. is made of a number of the Company’s shares, etc. based on the cumulative number of points
held at the time of each Director’s retirement (or death, if the Director has died). This cumulative numberof points is hereinafter referred to as the “cumulative number of points.” If the relevant Director has also
served as a director of a subsidiary of the Company (including cases where the Director assumes office as- 14 -

director of a subsidiary of the Company at the same time as retiring as Director of the Company), combineddelivery, etc. is made of the Company’s shares, etc. when the Director ceases to serve as a director of theCompany or any of its subsidiaries.
Each point corresponds to one share of the Company, rounded down to the nearest whole number of points.
In the event of a stock split, stock consolidation, or other cause deemed fair during the trust period, thenumber of the Company’s shares per point will be adjusted based on the stock split ratio, stock
consolidation ratio, etc.
(5)Timing of the delivery, etc. of the Company’s shares, etc. to Directors
The delivery, etc. of a number of the Company’s shares, etc. to each Director takes place upon theretirement (or death) of each Director who satisfies the beneficiary requirements, after the completion of
the designated beneficiary vesting procedures. The number of the Company’s shares, etc. corresponds tothe cumulative number of points awarded up to the time when the Director ceases to serve as a director of
the Company or any of its subsidiaries (or at the time of death, for Directors who have died). At this time,
the Director receives delivery of a number of the Company’s shares corresponding to 70% (rounded down
to the nearest trading unit) of the cumulative number of points awarded, together with an amount of cash
equivalent to the value of the remaining shares, after they are converted to cash within the Trust.
If a Director dies while in office, the Director’s heir receives the payment of an amount of cash equivalent
to the value of the Company’s shares corresponding to the cumulative number of points awarded up untilthat time, after they are converted to cash within the Trust.

(6)

Exercise of voting rights associated with the Company’s shares held in the Trust
Voting rights associated with the Company’s shares held in the Trust are not exercised during the trust
period to ensure neutrality with respect to management.

(7)

Treatment of dividends associated with the Company’s shares held in the Trust
Dividends associated with the Company’s shares held in the Trust are received by the Trust and used to
pay the trust fees and expenses for the Trust. If, after the payment of trust fees and expenses, residual cashfrom dividends remains in the Trust at its termination, this will be delivered to the Directors who satisfy
the designated beneficiary requirements and have become beneficiaries of the Trust based on the trust
agreement at the time of the termination of the Trust.

(8)

Other details of the Plan
Other details of the Plan will be determined by the Board of Directors each time the Trust is established,
the trust agreement is amended, and additional contributions are made to the Trust.

(Reference)
The Plan is designed to boost the Directors’ desire to contribute to the Group’s sustainable growth and theenhancement of its corporate value in the medium and long term. Some of the Group’s subsidiaries are also
eligible for the Plan.

- 15 -