Securities Code: 2429
March 1, 2022
To: Shareholders
Eikichi Iida
Chairman and PresidentWORLD HOLDINGS CO., LTD.
11-2 Otemachi, Kokurakita-ku, Kitakyushu-shi, Fukuoka

NOTICE OF CONVOCATION OF
THE 29th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 29th Ordinary General Meeting of Shareholders of WORLD HOLDINGS CO.,LTD. (the “Company”), which will be held as described hereunder.
At this year’s General Meeting, the number of seats in the room will be reduced, since the spacing between
seats will be increased as a precaution against the spread of the COVID-19 infection. You may exercise yourvoting rights by one of the two methods below. Please review the attached Reference Documents for General
Meeting of Shareholders and exercise your voting rights no later than 5:45 p.m., Thursday, March 17, 2022
(Japan time).
Exercise of voting rights in writing
Please indicate your approval or disapproval for each agenda item on the enclosed voting rights exercise form andreturn the form to us by the above deadline.
Exercise of voting rights via the internet
Please access the Company’s designated voting rights exercise website (https://evote.tr.mufg.jp/), follow the onscreen guidance, and enter your approval or disapproval for each agenda matter by the above deadline.
1. Date and Time: Friday, March 18, 2022 at 10:00 a.m. (Japan time)
2. Venue:

Empire Room, 3rd floor, RIHGA Royal Hotel Kokura
2-14-2 Asano, Kokurakita-ku, Kitakyushu, Fukuoka

3. Purposes:

Matters to be reported 1. Business Report and Consolidated Financial Statements andReports of Audit on Consolidated Financial Statements by
Accounting Auditor and Audit & Supervisory Board for the
29th Fiscal Year (from January 1, 2021 to December 31,
2021)
2. Non-Consolidated Financial Statements for the 29th Fiscal
Year (from January 1, 2021 to December 31, 2021)
Matters to be resolved
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:
Proposal 6:

Partial Amendment to the Articles of Incorporation
Election of Fifteen (15) Directors
Election of One (1) Standing Audit & Supervisory Board
MemberElection of One (1) Substitute Audit & Supervisory Board
MemberIssuance of Stock Acquisition Rights as Tax-qualified Stock
Options
Issuance of Stock Acquisition Rights as Non-tax-qualified Stock
OptionsIf you are attending the meeting, please submit the enclosed voting rights exercise form to the reception desk upon
arrival. If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-Consolidated Financial Statements, or the Consolidated Financial Statements, those revised
versions will be posted on the Company’s website (https://en.world-hd.co.jp/).

1

Reference Documents for the General Meeting of Shareholders
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 in the supplementary provision of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, the Company
proposes to make the following amendments: (i) To establish a provision to stipulate that the Company takes the electronic
provision measure for information included in the Reference Document for General Meeting of Shareholders, etc. and aprovision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it;(ii) To delete the provisions related to the Disclosure on Internet of Reference Documents for General Meeting of
Shareholders and Deemed Provision of that Information; and (iii) To establish the supplementary provisions on theeffective date, etc.
2. Contents of the Amendments
Details of the proposed amendments are as follows:(Amended parts are underlined)
Current Articles of Incorporation(Disclosure on Internet of Reference Documents, etc. for
General Meeting of Shareholders as Deemed Provision
Article 14

Proposed Amendment(deleted)

If the Company discloses information relating tomatters stated or indicated in Reference
Documents, Business Report, Non-Consolidated
Financial Statements and Consolidated Financial
Statements in connection with convening theGeneral Meeting of Shareholders via the Internet
pursuant to the Ordinance of the Ministry ofJustice, it may be deemed that the Company has
provided the same to shareholders.
(Newly established)(Electronic Provision Measure, Etc.)
Article 14 The Company shall, when convening a General
Meeting of Shareholders, take the electronic
provision measure for information included in thereference documents for General Meeting of
Shareholders, etc.
2(Newly established)

Among the matters subject to the electronic
provision measure, the Company may choose not
to include all or part of the matters stipulated in the
Ordinance of the Ministry of Justice in the paper
copy to be sent to shareholders who have requested
it by the record date for voting rights.

SUPPLEMENTARY PROVISION(Transitional Measures Concerning Electronic Provision
Measure, Etc.)
1 The deletion of Article 14 (Disclosure on Internetof Reference Documents, etc. for General Meetingof Shareholders as Deemed Provision) of thecurrent Articles of Incorporation and theestablishment of the proposed Article 14(Electronic Provision Measure, Etc.) shall comeinto effect as from the date of enforcement of theamended provisions stipulated in the proviso of
Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter referred to as “theDate of Enforcement”).
22

Notwithstanding the provisions of the preceding
paragraph, Article 14 of the current Articles ofIncorporation shall remain in force with respect toa General Meeting of Shareholders to be held on adate within six (6) months from the Date of
Enforcement.
3

3

These supplementary provisions shall be deleted
on the later of either the day on which six (6)months elapse from the Date of Enforcement or the
day on which three (3) months elapse from the dayof the General Meeting of Shareholders set forth in
the preceding paragraph.

Proposal 2: Election of Fifteen (15) Directors
The terms of office of all twelve (12) Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes to increase the number of Directors by three (3) to enhance the management structureand elect fifteen (15) Directors including seven (7) Outside Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)February 1981
February 1997

Representative Director of Mikuni Industry Co., Ltd. (currently MIKUNICo., Ltd.)
Director of the Company

December 1997

Chairman of the Company

May 1999

President of the Company

December 2001

December 2006

Representative Director of World Green Staff (currently WORLDCONSTRUCTION CO., LTD.)
Director of Mikuni Industry Co., Ltd. (currently MIKUNI Co., Ltd.) (topresent)
Director of e-support, Inc.

June 2007

Chairman and President (CEO and COO) of the Company

July 2008
February 2010

Representative Director of GEOGRAPHIC INFORMATION OF
KYUSHU, INC. (to present)
Representative Director of Advan Co., Ltd.

March 2010

Chairman (CEO) of the Company

April 2010

Representative Director of WORLD RESIDENTIAL Co., Ltd. (to present)

June 2010

Representative Director of Nichimo Real Estate Co., Ltd.

October 2010

Director of Advan Co., Ltd.

April 2011

Chairman, President, Executive Officer of the Company

November 2011

Director of Best IT Business Co., Ltd.

December 2011

Chairman and President of the Company (to present)

January 2012

Director of Taiwan Human Resource Management (currently WORLDINTEC TAIWAN CO., LTD.) (to present)
Representative Director of World iCity Co., Ltd.

July 2003

February 20121

Eikichi Iida
(May 5, 1956)

November 2012
December 2012

Representative Director of DOT INTERNATIONAL Co., Ltd. (currently
DOT WORLD Co., LTD.)
Director of World iCity Co., Ltd.

March 2014

Representative Director of World Wisteria Homes Co., Ltd. (to present)

March 2014

Representative Director of World iCity Co., Ltd. (to present)

July 2014

Chairman and President of WORLD INTEC Co., Ltd.

November 2014

Director of WORLD MIKUNI Co., Ltd.

December 2014

Representative Director of Best IT Business Co., Ltd. (to present)

August 2015
March 2016

Representative Director of OMACHI Co., Ltd. (currently OMACHIWORLD Co., Ltd) (to present)
Representative Director of WORLD MIKUNI Co., Ltd. (to present)

July 2016

Director of NIKKEN TECHNO Co., Ltd.

November 2016

Representative Director of MIKUNI Co., Ltd.

January 2017

Representative Director of HOEIKENSETSU Co., Ltd.

February 2017

Representative Director of FARM Co., Ltd.

February 2018
August 2018

Director of SAIHI INFORMATION SERVICE CO., LTD. (currentlyWORLD SYSTEM SERVICE CO., LTD.)
Director of DOT WORLD Co., LTD.

March 2019

Representative Director of DOT WORLD Co., LTD. (to present)

July 2019

Chairman of WORLD INTEC Co., Ltd. (to present)

January 2020

Director of WORLD CAPITAL SOLUTION CO., LTD. (to present)

March 2021

Director of Nichimo Real Estate Co., Ltd. (to present)

June 2021

Representative Director of WORLD STAFFING CO., LTD. (to present)(Continued to the next page)4

Number ofshares of theCompany held

496,500

No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)

Number ofshares of theCompany held

(Significant concurrent positions)Representative Director of GEOGRAPHIC INFORMATION OF KYUSHU, INC.
Representative Director of WORLD RESIDENTIAL Co., Ltd.
Representative Director of World Wisteria Homes Co., Ltd.
Representative Director of World iCity Co., Ltd.
Representative Director of Best IT Business Co., Ltd.
Representative Director of OMACHI WORLD Co., Ltd.
Representative Director of WORLD MIKUNI Co., Ltd.
Representative Director of DOT WORLD Co., LTD.
Representative Director of WORLD INTEC Co., Ltd.
Representative Director of WORLD STAFFING CO., LTD.
Director of MIKUNI Co., Ltd.
Director of WORLD INTEC TAIWAN CO., LTD.
Director of WORLD CAPITAL SOLUTION CO., LTD.
Director of Nichimo Real Estate Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Eikichi Iida has taken charge of management for more than 29 years since the establishment of the Company and served as
Representative Directors of subsidiaries. He thus has considerable experience, achievements, and insight into company management. In
addition, he is expected to demonstrate strong leadership skills developed through his steady efforts to tackle various management issues
that contribute to enhancing the corporate value of World Holdings Group (the “Group”). The Company has therefore nominated him as a
candidate for Director, believing that he is the right person for strengthening the management base of the Group.

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1977

Joined Dai Nippon Printing Co., Ltd.

February 1979

Joined Sony Corporation

June 2005
April 2007

General Manager of Video Business Division of Television & Video
Business Division of Sony Corporation
Executive Officer of Sony EMCS Corporation

October 2010

Managing Officer of Sony EMCS Corporation

December 2012

Joined the Company

January 2013

Vice President, Executive Officer of the Company

March 2013

Director, Vice President, Executive Officer of the Company

July 2014

Director, in charge of Human Resource Business of the Company

July 2014

Director, Vice President, Executive Officer of WORLD INTEC Co., Ltd.

March 2015

Representative Director, Vice President, Executive Officer of WORLDINTEC Co., Ltd.
Director of DOT INTERNATIONAL Co., Ltd. (currently DOT WORLD
Co., LTD.)
Director, Vice President, in charge of Human Resource Business of theCompany
Representative Director of NIKKEN TECHNO Co., Ltd.

March 2015
March 2015
July 2016
February 2018
Toru Iwasaki(June 19, 1953)
2

August 2018

Representative Director of SAIHI INFORMATION SERVICE CO., LTD.
(currently WORLD SYSTEM SERVICE CO., LTD.) (to present)
Director, in charge of Human Resource Business of the Company (topresent)
Representative Director of DOT WORLD Co., LTD.

March 2019

Director of DOT WORLD Co., LTD. (to present)

July 2019
March 2020

Representative Director, President, Executive Officer of WORLD INTEC
Co., Ltd. (to present)
Director of NIKKEN TECHNO Co., Ltd.

March 2020

Director of Advan Co., Ltd. (to present)

March 2021

Representative Director and Chairman of NIKKEN TECHNO Co., Ltd. (topresent)
Representative Director and Chairman of CREATION VIEW CO., LTD. (topresent)
Director of WORLD STAFFING CO., LTD. (to present)

March 2018

May 2021
June 2021

Number ofshares of theCompany held

3,000

(Significant concurrent positions)Representative Director of WORLD SYSTEM SERVICE CO., LTD.
Representative Director of WORLD INTEC Co., Ltd.
Representative Director of NIKKEN TECHNO Co., Ltd.
Representative Director of CREATION VIEW CO., LTD.
Director of DOT WORLD Co., LTD.
Director of Advan Co., Ltd.
Director of WORLD STAFFING CO., LTD.
Reasons for nomination as a candidate for Director
Mr. Toru Iwasaki, who had experience at companies outside the group, has been responsible for the Human Resources Business Division.
He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore nominated him
as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1976

Joined Fuji Bank (currently Mizuho Bank, Ltd.)

October 2002

General Manager of SENGENDAI Branch of Mizuho Bank, Ltd.

March 2004

Joined the Company

May 2004
March 2007

Director of World Green Staff (currently WORLD CONSTRUCTION
CO., LTD.)
Executive Officer of the Company

February 2010

Audit & Supervisory Board Member of Advan Co., Ltd. (to present)

March 2010

Director, Executive Officer of the Company

April 2010

Audit & Supervisory Board Member of WORLD RESIDENTIAL
Co., Ltd. (to present)
Audit & Supervisory Board Member of Nichimo Real Estate Co.,Ltd.
Audit & Supervisory Board Member of Best IT Business Co., Ltd.

June 2010
November 2011
March 2012
November 2012
January 2013
August 2013
July 2014
July 2014
March 2015
Shigeru Nakano(November 9, 1957)
3

April 2015
March 2016
March 2016

Number ofshares of theCompany held

Audit & Supervisory Board Member of WORLD INTEC
FUKUSHIMA CO., LTD. (currently WORLD NEXT CO., LTD.)
Audit & Supervisory Board Member of DOT INTERNATIONAL
Co., Ltd. (currently DOT WORLD Co., LTD.) (to present)
Director, Managing Officer, General Manager of Business
Management Division of the Company
Audit & Supervisory Board Member of INFORMATION OF
KYUSHU, INC.
Director, General Manager of Business Management Division of theCompany
Director, Managing Officer of WORLD INTEC CO., LTD.
Director, General Manager of Operations Management Division of
the Company
Audit & Supervisory Board Member of Mikuni Industry Co., Ltd.
(currently MIKUNI Co., Ltd.)
Audit & Supervisory Board Member of Best IT Business Co., Ltd. (topresent)
Audit & Supervisory Board Member of e-support, Inc. (to present)

8,000

March 2016

Audit & Supervisory Board Member of Network Solution Co., Ltd.
(to present)
January 2017
Director, General Manager of Business Management Division of theCompany (to present)
February 2018
Audit & Supervisory Board Member of SAIHI INFORMATIONSERVICE CO., LTD. (currently WORLD SYSTEM SERVICE CO.,LTD.) (to present)
November 2018
Audit & Supervisory Board Member of WORLD INTEC TAIWAN
CO., LTD. (to present)
July 2019
Director, Executive Officer of WORLD INTEC CO., LTD. (topresent)(Significant concurrent positions)
Director of WORLD INTEC Co., Ltd.
Audit & Supervisory Board Member of Advan Co., Ltd.
Audit & Supervisory Board Member of WORLD RESIDENTIAL Co., Ltd.
Audit & Supervisory Board Member of DOT WORLD Co., LTD.
Audit & Supervisory Board Member of Best IT Business Co., Ltd.
Audit & Supervisory Board Member of e-support, Inc.
Audit & Supervisory Board Member of Network Solution Co., Ltd.
Audit & Supervisory Board Member of WORLD SYSTEM SERVICE CO., LTD.
Audit & Supervisory Board Member of WORLD INTEC TAIWAN CO., LTD.
Reasons for nomination as a candidate for Director
Mr. Shigeru Nakano, who had experience in financial institutions, has been responsible for the Corporate Management Division of theGroup. He thus has considerable experience, achievements, and insight into company management. The Company has therefore
nominated him as a candidate for Director, believing that he is the right person for conducting management and strengthening corporate
governance of the Group.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1979

Joined Nichimo Co., Ltd.

December 2001

August 2009

Director, Executive Officer, General Manager of Housing Business
Division of Nichimo Co., Ltd.
Senior Managing Director, Executive Officer, General Manager of
Housing Business Division of Nichimo Co., Ltd.
Director of Nichimo Real Estate Co., Ltd.

September 2010

Director of WORLD RESIDENTIAL Co., Ltd.

March 2011

Senior Managing Director of WORLD RESIDENTIAL Co., Ltd.

January 2013

Director of Wisteria Homes Co., Ltd. (currently World Wisteria Homes
Co., Ltd.) (to present)
Representative Director of Nichimo Real Estate Co., Ltd.

December 2007

April 2014
January 2016
Hitoshi Yukawa(July 18, 1953)
4

January 2016

Representative Director, Vice President of WORLD RESIDENTIAL
Co., Ltd.
Director of World iCity Co., Ltd. (to present)

January 2016

Director of WORLD MIKUNI Co., Ltd. (to present)

December 2016

Director of COMPAX Co., Ltd. (to present)

January 2018

President of WORLD RESIDENTIAL Co., Ltd. (to present)

January 2018

Director of Nichimo Real Estate Co., Ltd. (to present)

March 2020

Director, in charge of Real Estate Division of the Company (to present)

Number ofshares of theCompany held

3,000

(Significant concurrent positions)Representative Director of WORLD RESIDENTIAL Co., Ltd.
Representative Director of COMPAX Co., Ltd.
Director of World Wisteria Homes Co., Ltd.
Director of World iCity Co., Ltd.
Director of WORLD MIKUNI Co., Ltd.
Director of Nichimo Real Estate Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Hitoshi Yukawa, who had experience at companies outside the group, has been responsible for the subsidiaries of the Real EstateBusiness division of the Group. He thus has considerable experience, achievements, and understanding of business strategy. The
Company has therefore nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategyof the Group.

8

No.

Name
(Date of birth)

Shinji Honda(July 10, 1965)
5

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
July 1996

Joined K.K. Tie-up

March 2001

President and Representative Director of Intellect Co., Ltd.

February 2002

Joined the Company

September 2002

Director of the Company

July 2004
February 2005

Director of World Green Staff (currently WORLD CONSTRUCTION
CO., LTD.)Managing Director of the Company

March 2010

Director, Senior Managing Director, Executive Officer of the Company

March 2012

Representative Director of WORLD INTEC FUKUSHIMA CO., LTD.
(currently WORLD NEXT CO., LTD.)
Director, in charge of Human Resource Business (to present)

July 2014
July 2014

June 2017

Director, Senior Managing Director, Executive Officer of WORLDINTEC CO., LTD.
Director, Vice President, Executive Officer of WORLD INTEC CO.,LTD.
Representative Director of WORLD STAFFING CO., LTD. (to present)

April 2019

Representative Director of JW SOLUTION CO., LTD. (to present)

July 2021

Director, Executive Officer of WORLD INTEC CO., LTD. (to present)

March 2017

Number ofshares of theCompany held

43,000(Significant concurrent positions)Representative Director of WORLD STAFFING CO., LTD.
Representative Director of JW SOLUTION CO., LTD.
Director of WORLD INTEC Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Shinji Honda, who had experience at companies outside the group, has been responsible for the Human Resources Business Divisionof the Group. He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore
nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

9

No.

Name
(Date of birth)

Katsuhiro Kuriyama(November 3, 1967)*6

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
December 1994

Joined ACTIS Co., Ltd.

April 1998

General Manager of Production Headquarters of ACTIS Co., Ltd.

March 2001

President of Crystal US Co., Ltd.

December 2001

Director of Nihon Aim Co., Ltd. (currently UT Aim Co., Ltd.)

June 2006

Managing Director of Miroku Engineering

April 2007
June 2014

Director of United Technology Holdings Co., Ltd. (currently UT Group
Co., Ltd.)
Executive Officer of WORLD INTEC Co., Ltd.

November 2014

Vice Chairman of ENGMAINTEC CO., LTD. (to present)

December 2014

Chairman of WORLD INTEC TAIWAN CO., LTD. (to present)

March 2017

Director of WORLD INTEC Co., Ltd.

April 2020

Director of TOHOEWORLD CO., LTD (to present)

July 2021

Representative Director of WORLD INTEC Co., Ltd. (to present)

Number ofshares of theCompany held

2,100

(Significant concurrent positions)Representative Director of WORLD INTEC Co., Ltd. (to present)
Vice Chairman of ENGMAINTEC CO., LTD. (to present)
Chairman of WORLD INTEC TAIWAN CO., LTD. (to present)
Director of TOHOEWORLD CO., LTD (to present)
Reasons for nomination as a candidate for Director
Mr. Katsuhiro Kuriyama, who had experience at companies outside the group, has been responsible for the Human Resources Business
Division of the Group. He thus has considerable experience, achievements, and understanding of business strategy. The Company has
therefore nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

Masaaki Shiomi(October 27, 1965)
7

April 1988

Joined Mitsui Bank (currently Sumitomo Mitsui Banking Corporation)

April 2005

Manager of Kyushu Branch of RISA Partners, Inc.

December 2008
March 2009

Head of Principal Investment Office of Mitsubishi UFJ Lease &Finance Company Limited
Managing Director of MUL Principal Investments Co., Ltd.

May 2014

Managing Director of LUMICA CORPORATION

May 2015

Joined the Company
General Manager of Business Development Division of the Company
Director of OMACHI Co., Ltd. (currently OMACHI WORLD Co.,
Ltd.) (to present)
Director of NIKKEN TECHNO Co., Ltd.

September 2015
July 2016
February 2018
January 2020

Director of SAIHI INFORMATION SERVICE CO.,LTD. (currentlyWORLD SYSTEM SERVICE CO., LTD.)
Director of WORLD CAPITAL SOLUTION CO., LTD. (to present)

March 2020

Director, General Manager of Business Development Division of theCompany (to present)(Significant concurrent positions)
Director of OMACHI WORLD Co., Ltd.
Director of WORLD CAPITAL SOLUTION CO., LTD. (to present)
Reasons for nomination as a candidate for Director
Mr. Masaaki Shiomi, who had experience in financial institutions, has been responsible for the Corporate Development Division of theGroup. He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore
nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

10

-

No.

Name
(Date of birth)

Toshihiko Kanno(September 23, 1968)
8

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
June 1995

Joined K.K. Tie-up

February 2002

Joined the Company

September 2002

Director of the Company

January 2004
December 2007

Director of World Green Staff (currently WORLDCONSTRUCTION CO., LTD.)
Representative Director of e-support, Inc.

December 2007

Representative Director of Network Solution Co., Ltd.

March 2010

President and Executive Officer (COO) of the Company

April 2010

Director of WORLD RESIDENTIAL Co., Ltd.

October 2010

Representative Director of Advan Co., Ltd. (to present)

March 2011

Vice President and Executive Officer of the Company

November 2011

Representative Director of Best IT Business Co., Ltd.

January 2013

General Manager of Business Planning Division of the Company

July 2014

Director of the Company

July 2014

Vice President and Executive Officer of WORLD INTEC Co., Ltd.

December 2014

Director of Best IT Business Co., Ltd. (to present)

December 2015

Director of e-support, Inc.

December 2015

Director of Network Solution Co., Ltd.

March 2016

October 2016

Vice President and General Manager of Business Planning
Division of the Company
Senior Managing Director and Executive Officer of WORLDINTEC Co., Ltd.
Representative Director of e-support, Inc. (to present)

October 2016

Representative Director of Network Solution Co., Ltd.

March 2018

March 2021

Director and General Manager of Business Planning Division of
the Company (to present)
Vice President and Executive Officer of WORLD INTEC Co., Ltd.
(to present)
Director of SAIHI INFORMATION SERVICE CO., LTD.
(currently WORLD SYSTEM SERVICE CO., LTD.) (to present)
Director of NIKKEN TECHNO Co., Ltd. (to present)

January 2022

Director of Advan Co., Ltd. (to present)

March 2016

March 2018
March 2020

Number of sharesof the Company
held

48,000(Significant concurrent positions)Representative Director of e-support, Inc.
Director of Best IT Business Co., Ltd.
Director of WORLD INTEC Co., Ltd.
Director of WORLD SYSTEM SERVICE CO., LTD.
Director of NIKKEN TECHNO Co., Ltd.
Director of Advan Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Toshihiko Kanno, who had experience at a company outside the group, has been responsible for the Corporate Planning Division orInformation and Telecommunications Business Division of the Group. He thus has considerable experience, achievements, andunderstanding of business strategy. The Company has therefore nominated him as a candidate for Director, believing that he is the right
person for conducting the growth strategy of the Group.

11

No.

Name
(Date of birth)

Yuji Shirakawa(January 12, 1957)*9

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1981

Joined The Bank of Fukuoka, Ltd.

April 2011

Director, Managing Executive Officer of The Bank of Fukuoka, Ltd.

June 2014

Director & Executive Officer of Fukuoka Financial Group, Inc.

April 2017

Representative Director & Deputy President of The Bank of Fukuoka,
Ltd.
Non-Executive Director of The Kumamoto Bank, Ltd.

April 2017
April 2019

Number ofshares of theCompany held-

Director, Deputy President & Executive Officer of Fukuoka Financial
Group, Inc.
April 2021
Retired from the office of Representative Director & Deputy Presidentof The Bank of Fukuoka, Ltd.
April 2021
Retired from the office of Director, Deputy President & Executive
Officer of Fukuoka Financial Group, Inc.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Yuji Shirakawa has been engaged in management of financial institutions for many years. He is thus expected to make appropriate
suggestions or give advice on our management based on his wide knowledge and experience from an objective position. The Company
has therefore nominated him as a candidate for Outside Director.

12

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1980
June 2008
May 2010
June 2010
June 2012
May 2014
June 2014
June 2014

Souichi Kawamoto(September 19, 1957)*10

October 2016
June 2019

Joined Fukuoka SOGO Bank (currently, THE NISHI-NIPPON CITY
BANK, LTD.)
Director, Deputy Head of Kita-Kyushu Regional Headquarters, General
Manager of Kita-Kyushu Head Office, General Manager of Kokura
Branch of THE NISHI-NIPPON CITY BANK, LTD.
Director, Head of Kita-Kyushu General Headquarters of THE NISHINIPPON CITY BANK, LTD.
Managing Director Head of Kita-Kyushu General Headquarters of THE
NISHI-NIPPON CITY BANK, LTD.
Executive Director, Head of Kita-Kyushu General Headquarters of THE
NISHI-NIPPON CITY BANK, LTD.
Executive Director, Head of Kitakyushu &Yamaguchi Region of THE
NISHI-NIPPON CITY BANK, LTD.
Deputy President (Representative Director), Head of Kitakyushu&Yamaguchi Region of THE NISHI-NIPPON CITY BANK, LTD.
Deputy President (Representative Director), Head of Kitakyushu&Yamaguchi Region, Regional Headquarters Management of THE
NISHI-NIPPON CITY BANK, LTD.
Director, Executive Officer of Nishi-Nippon Financial Holdings, Inc.

April 2021

Deputy President (Representative Director) of Nishi-Nippon Financial
Holdings, Inc.
Deputy President (Representative Director), In charge of Regional
Headquarters, the IT Planning & Management Division, the Operations
Planning & Management Division, the Internal Audit Division of THE
NISHI-NIPPON CITY BANK, LTD.
Advisor of The Kyushu Card Co., Ltd.

June 2021

Executive Officer of Nishi-Nippon Financial Holdings, Inc. (to present)

June 2021

Representative Director and President of The Kyushu Card Co., Ltd. (topresent)
Representative Director and Chairman of Japan Payment Service CO.,LTD.

April 2020

June 2021

Number ofshares of theCompany held-

(Significant concurrent positions)Representative Director of The Kyushu Card Co., Ltd.
Representative Director of Japan Payment Service CO., LTD.
Executive Officer of Nishi-Nippon Financial Holdings, Inc.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Souichi Kawamoto has been engaged in management of financial institutions for many years. He is thus expected to make appropriate
suggestions or give advice on our management based on his wide knowledge and experience from an objective position. The Company has
therefore nominated him as a candidate for Outside Director.

13

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1963

Joined Hasegawa Buddhist Article Shop

December 1966

Established K.K. Hasegawa Buddhist Altar (currently HASEGAWA
Co., Ltd.). Senior Managing Director of said company
Representative Director and President of HASEGAWA Co., Ltd.

April 1982
April 2008
Hirokazu
Hasegawa
June 2008(October 10, 1940)
June 201411

March 2021

Number ofshares oftheCompany
held

Representative Director and Chairman of HASEGAWA Co., Ltd.
President of Japan New Business Conference Associations-

Advisor of HASEGAWA Co., Ltd. (to present)
Director of the Company (to present)(Significant concurrent positions)
Advisor of HASEGAWA Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Hirokazu Hasegawa has been engaged in corporate management of HASEGAWA Co, Ltd. while successively worked as President ofJapan New Business Conference Associations. He is thus expected to provide appropriate suggestions and advice, etc. on our management
based on his wide knowledge and experience. The Company has therefore nominated him as a candidate for Outside Director, given that heis in an objective position, independent of the executive management of the Company.
April 1968

Joined Kyushu Electric Power Company Inc.

June 2000

June 2013

Manager of Public Relations Department of Kyushu Electric Power
Company Inc.
Director and Manager of Public Relations Department of Kyushu
Electric Power Company Inc.
Director and Manager of Kagoshima Branch of Kyushu Electric Power
Company Inc.
Executive Officer and Manager of Kagoshima Branch of Kyushu
Electric Power Company Inc.
Member of the Board of Directors, Senior Managing Executive Officer,
General Manager of Business Development Division, General Manager
of Information and Communication Division of Kyushu Electric Power
Company Inc.
Member of the Board of Directors, Vice-President, General Manager ofCustomer Relations Division of Kyushu Electric Power Company Inc.
Member of the Board of Directors, Vice-President of Kyushu ElectricPower Company Inc.
Member of the Board of Directors, Chairperson of Kyushu ElectricPower Company Inc.
Director of Kyushu Railway Company

June 2018

Advisor of Kyushu Electric Power Company Inc. (to present)

March 2020

Director of the Company (to present)

July 2001
June 2003
July 2003
June 2007

Masayoshi Nuki
(January 27, 1945)

12

June 2009
June 2010
April 2012-

(Significant concurrent positions)
Director of Kyushu Railway Company
Advisor of Kyushu Electric Power Company Inc.
Chairman of Fukuoka Association of Corporate Executives
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Masayoshi Nuki has been engaged in corporate management of Kyushu Electric Power Company Inc. or Kyushu Railway Company
for many years as well as been active in the business world in Kyushu. He is thus expected to make appropriate suggestions or give advice
on our management based on his wide knowledge and experience. The Company has therefore nominated him as a candidate for Outside
Director, given that he is in an objective position, independent of the executive management of the Company. If he is elected, the Company
plans for him to participate in the selection of candidates for Directors and the determination of remuneration amount for Directors, etc. inan objective and neutral position as a voluntary member of the Nomination and Remuneration Committee.

14

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1983

Joined the Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)March 1993

Manager of General Affairs Department of Sanwa Venture Development
Fund (currently Mitsubishi UFJ Technology Development Foundation)
Deputy Director General of the Kyushu University Venture BusinessLaboratory
Associate Professor at Department of Business and Technology
Management (Business School), Graduate School of Economics, Kyushu
University
Senior Executive Officer of Transscience Co., Ltd.

March 2005

Shingo Igarashi
August 2005
(Name on the family
October 2010
register: Shingo
Taji)
March 2019
(July 16, 1959)

Number ofshares of theCompany held

Deputy Director General of Robert T. Huang Entrepreneurship Center,
Kyushu University (to present)
Director of the Company (to present)-

April 2020

Professor at Department of Business and Technology Management(Business School), Graduate School of Economics, Kyushu University (topresent)(Significant concurrent positions)

13

Professor at Department of Business and Technology Management, Graduate School of Economics,
Kyushu University
Deputy Director General of Robert T. Huang Entrepreneurship Center, Kyushu University
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Shingo Igarashi has considerable experience in financial institutions, at Transscience Co, Ltd. as a Senior Executive Officer, at auniversity, where he has fostered talented individuals through research activities, or in governmental institutions as a committee member. He
is thus expected to make appropriate suggestions or give advice on our management based on his wide knowledge and experience. The
Company has therefore nominated him as a candidate for Outside Director, given that he is in an objective position, independent of theexecutive management of the Company. If he is elected, the Company plans for him to participate in the selection of candidates for Directors
and the determination of remuneration amount for Directors, etc. in an objective and neutral position as a voluntary member of theNomination and Remuneration Committee.
April 1975

April 2014

Joined ALL NIPPON AIRWAYS CO., LTD. (currently ANAHOLDINGS INC.)
Corporate Executive Officer of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Senior Vice President of ALL NIPPON AIRWAYS CO., LTD. (currently
ANA HOLDINGS INC.)
Executive Vice President of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Executive Vice President of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Executive Vice President of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Senior Executive Vice President of ANA HOLDINGS INC.

April 2017

Specially Appointed Advisor of ANA HOLDINGS INC. (to present)

June 2020
March 2021

Director of Trust Capital Co., Ltd. (to present)
Director of the Company (to present)

April 2005
April 2007
June 2008
Shigeyuki
Takemura(May 30, 1950)
14

April 2010
April 2011

(Significant concurrent positions)
Director of Trust Capital Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Shigeyuki Takemura has been engaged in corporate management of ANA HOLDINGS INC. for many years. He is thus expected toprovide appropriate suggestions and advice, etc. on our management based on his wide knowledge and experience. The Company has
therefore nominated him as a candidate for Outside Director, given that he is in an objective position, independent of the executive
management of the Company.

15

-

No.

Name
(Date of birth)

Kazumi Ono(August 11, 1963)*15

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1986

Joined Nikkei Inc.

August 1991
April 1999

Joined Leo Burnett-Kyodo Company Ltd. (currently Beacon
Communications K.K.)
Joined Dentsu Kyushu Inc.

July 2003

General Manager of Marketing Department of Dentsu Kyushu Inc.

July 2015

Deputy Managing Director of Communication Design Division ofDentsu Kyushu Inc.
Managing Director of Communication Design Division and Manager ofOpen Innovation Office of Dentsu Kyushu Inc.
Managing Director of Integrated Marketing Division and Manager of
New Business Development Office of Dentsu Kyushu Inc.
Associate Managing Director of Integrated Solution Division and New
Business Development Office of Dentsu Kyushu Inc.
Director of Koga Management Institute Co., Ltd (to present)

July 2018
January 2020
January 2021
January 2022

Number ofshares of theCompany held-

Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Ms. Kazumi Ono has been engaged in strategic planning for branding and marketing in major corporations for many years through her
entire career, while working as a committee member of administrative organs and extra-governmental organizations. She is thus expected
to make appropriate suggestions or give advice on our management based on her wide knowledge and experience. The Company has
therefore nominated her as a candidate for Outside Director, given that she is in an objective position, independent of the executive
management of the Company.
Notes: 1. The No. with an asterisk (*) means a newly selected candidate for Director.
2. None of the candidates for Directors has any special conflicts of interest with the Company.
3. Mr. Yuji Shirakawa, Mr. Souichi Kawamoto, Mr. Masayoshi Nuki, Mr. Shingo Igarashi, Mr. Hirokazu Hasegawa, Mr. Shigeyuki Takemura,and Ms. Kazumi Ono are the candidates for Outside Directors.
4. Mr. Masayoshi Nuki, Mr. Shingo Igarashi, Mr. Hirokazu Hasegawa, and Mr. Shigeyuki Takemura, our current Outside Directors, will have
served as Outside Directors for two years, three years, one year, and one year respectively at the conclusion of this General Meeting of
Shareholders.
5. Mr. Yuji Shirakawa served as an executive officer, during the past 10 years, of The Bank of Fukuoka, Ltd., which is a specified related
business operator (a major business partner) of the Company. His positions and responsibilities at the said bank are as described in theabove column “Past experience, positions and responsibilities at the Company (Significant concurrent positions).” In fact, he resigned fromthe said bank in April 2021.
Mr. Souichi Kawamoto served as an executive officer, during the past 10 years, of THE NISHI-NIPPON CITY BANK, LTD., which is a
specified related business operator (a major business partner) of the Company. His positions and responsibilities at the said bank are as
described in the above column “Past experience, positions and responsibilities at the Company (Significant concurrent positions).” In fact,
he resigned from the said bank in June 2021.
6. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into a liability limitation agreementwith Mr. Masayoshi Nuki, Mr. Shingo Igarashi, Mr. Hirokazu Hasegawa, and Mr. Shigeyuki Takemura to limit their liabilities for damages
set forth in Article 423, paragraph 1 of the same Act. The cap on the liability for damages under the said agreement is the minimum liability
amount set forth in Article 425, Paragraph 1 of the same Act. If they are reelected, the Company will renew the contract with each of them.
The Company will also enter into the same liability limitation agreement with Mr. Yuji Shirakawa, Mr. Souichi Kawamoto and Ms. Kazumi
Ono, if they are elected.
7. The Company has appointed Mr. Masayoshi Nuki, Mr. Shingo Igarashi, Mr. Hirokazu Hasegawa, and Mr. Shigeyuki Takemura as
Independent Directors according to the rules of the Tokyo Stock Exchange. They will continue to be Independent Directors when reelected.
Moreover, the Company will register Ms. Kazumi Ono as an Independent Director with the Tokyo Stock Exchange when elected, as shemeets the qualifications for such Director with no risk of having conflicts of interests with general shareholders, whose appointment isrequired by the said Exchange.

16

Proposal 3: Election of One (1) Standing Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Tetsuo Kato will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of one (1) Auditor.
This proposal has been approved by the Board of Auditors.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Tetsuo Kato
(October 1, 1962)

Past experience, positions at the Company(Significant concurrent positions)
December 1991

Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC)

April 1997
April 1997

Complete legal training at the Legal Training and Research Instituteof the Supreme Court of Japan
Registered as an Attorney (Fukuoka Bar Association)

April 1998

Registered as a certified public accountant

July 2000

Established Kato Law and Accounting Firm

March 2006

Audit & Supervisory Board Member of the Company (to present)

Number of sharesof the Company
held-

February 2014

Standing Audit & Supervisory Board Member of WORLD INTECSPLIT PREPARATION COMPANY CO., LTD. ofWORLD INTEC Co., Ltd. (currently WORLD INTEC
Co., Ltd.) (to present)(Significant concurrent positions)Standing Audit & Supervisory Board Member of WORLD INTEC Co., Ltd.
Reasons for nomination as a candidate for Substitute Audit and Supervisory Board member
The reasons for nominating Mr. Tetsuo Kato as a candidate for Outside Audit & Supervisory Board Member is that he has wealth of insights into
corporate monitoring based on his long years of experience as an attorney and certified public accountant, and he thus is expected to leverage such
insights in carry out auditing and supervision of the Company as an Outside Audit & Supervisory Board Member.
Although Mr. Tetsuo Kato has no experience in corporate management other than serving as an outside director, from the above reasons the Company
believes that he will be able to appropriately execute his duties as an Outside Audit & Supervisory Board Member of the Company.
Notes: 1. The candidate for Audit & Supervisory Board Member has no special conflicts of interest with the Company.
2. Mr. Tetsuo Kato is a candidate for Outside Audit & Supervisory Board Member.
3. Mr. Tetsuo Kato is currently an Outside Audit & Supervisory Board Member, and at the conclusion of this General Meeting of Shareholders,
his tenure as an Audit & Supervisory Board Member will have been sixteen (16) years.
4. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into a liability limitation agreementwith Mr. Tetsuo Kato to limit his liabilities for damages set forth in Article 423, paragraph 1 of the same Act. The cap on the liability fordamages under the said agreement is the minimum liability amount set forth in Article 425, Paragraph 1 of the same Act. If this proposal isapproved, the Company will renew the contract with Mr. Tetsuo Kato.

17

Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for cases where the number of Audit & Supervisory Board Members falls short of the requisite number
stipulated by laws and regulations, in accordance with Article 329, Paragraph 3 of the Companies Act, the Company
proposes the preliminary election of one (1) substitute Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Haruo Tanaka(May 7, 1958)

Past experience(Significant concurrent positions)
April 1982

Joined Reiyukai Headquarters

February 1996

Joined the Company

January 2002
January 2005

Manager of General Affairs and Accounting Department of theCompany
Manager of General Affairs Department of the Company

January 2009

Head of Internal Auditing Office of the Company

January 2010

Manager of Legal Department of the Company (to present)

July 2014

Manager of Legal Department of WORLD INTEC Co., Ltd.

Number of sharesof the Company
held

200

January 2017

Executive Officer and Manager of Legal Department of WORLDINTEC Co., Ltd. (to present)(Significant concurrent positions)Executive Officer and Manager of Legal Department of WORLD INTEC Co., Ltd.
Reasons for nomination as a candidate for Substitute Audit and Supervisory Board member
Mr. Haruo Tanaka has been responsible for the Legal division of the Group. He thus has knowledge and experience with business operation. The
Company has therefore nominated him as a candidate for substitute Audit & Supervisory Board member, believing that he is the right person for
appropriately auditing business execution from an objective and fair standpoint.
Note: The candidate for substitute Audit & Supervisory Board member has no special conflicts of interest with the Company.

18

Proposal 5: Issuance of Stock Acquisition Rights as Tax-qualified Stock Options
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company proposes approval to givethe Board of Directors of the Company the authority to determine the terms of share acquisition rights, issued as taxqualified stock options, to be distributed to directors (excluding outside directors) of the Company and its subsidiaries
and employees of the Company and its subsidiaries.
1. Reason for the need to grant stock options with favorable terms
The stock options are to be granted for the purposes of motivating directors (excluding outside directors) of theCompany and its subsidiaries and employees of the Company and its subsidiaries to increase consolidated sales andearnings of the Group as a whole, improving the ability to recruit skilled people, and contributing to the growth ofcorporate value.
2. Recipients of the stock options
Directors (excluding outside directors) of the Company and its subsidiaries and employees of the Company and its
subsidiaries
3. Stock option terms, maximum number of shares and other items that can be decided based on the proposal to besubmitted at the shareholders meeting(1) Class and number of shares to be issued upon exercise of the stock options
Maximum of 300,000 shares of common stock of the Company, of which the class and the maximum number ofshares to be issued upon exercise of the stock options allotted to directors (excluding outside directors) shall be
100,000 shares of common stock of the Company
The number of shares granted will be adjusted using the following formula if, after the allotment date of thestock options, the Company conducts a common stock split (including gratis allocations of common stock of theCompany, the same applied hereafter) or a stock consolidation. However, this adjustment will be performed only
for shares applicable to the stock options that have not been exercised at the time of the split or consolidation.
Furthermore, any fraction of less than one share resulting from the adjustment is discarded.
Number of shares granted
after adjustment=

Number of shares granted
before adjustmentx

Ratio of stock split or
stock consolidation(2) Number of stock options
Maximum of 3,000 units (100 shares are received upon the exercise of each stock option, but if the number ofshares is adjusted as described in the preceding item (1), the number of shares granted will be adjusted in thesame manner), of which the maximum number of stock options to be allotted to directors (excluding outside
directors) shall be 1,000 units(3) Payment required in exchange for the stock option
No payment is required to receive the stock options.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed when a stock option is exercised is the number of shares granted multipliedby the amount paid per share (the “exercise price”). The exercise price is calculated by multiplying by 1.05 theaverage closing price of common stock of the Company on the Tokyo Stock Exchange in each day (except days
when there was no trading of this stock) of the month preceding the month in which the stock options wereallocated. Any fraction of less than one yen is rounded up. However, if the resulting exercise price is less thanthe closing price on the allotment date of the stock options (or the nearest prior closing price if there is no tradingof common stock of the Company on the allotment date), this closing price will instead be the exercise price.
If the Company conducts a stock split or a stock consolidation after the allotment date of the stock options, theexercise price will be adjusted using the following formula and fractions less than one yen resulting from theadjustment will be rounded up.
1
Exercise price
Exercise price
=
x
Ratio
of
stock
split or stock
after adjustment
before adjustment
consolidation
If the Company issues new shares of common stock or disposes of its treasury shares at prices less than themarket price after the allotment date of the stock options (excluding the issuance of new shares and disposition19

of treasury shares in association with the exercise of the stock options), the exercise price will be adjusted using
the following formula and fractions of less than one yen resulting from the adjustment will be rounded up.

Exercise priceafter
adjustment=

Exercise pricebeforeadjustmentx

Number ofissuedshares+Number of
newly issued
sharesNumber of issued
sharesx

Amount to
be paid per
share

Market price+

Number of newly
issued shares

In this formula, the number of issued shares is the number of shares of common stock issued after deducting
common stock held as treasury shares. Also, if treasury shares are used for the stock distributed when a stock
option is exercised, the number of newly issued shares is instead the number of treasury shares used and theamount to be paid per share is instead the amount paid per treasury share.
Furthermore, if the Company merges with another company or conducts a divestiture after the stock option
allotment date and an adjustment of the exercise price is needed, the Company will adjust the price withinreasonable limits.
(5) Exercise period
The exercise period begins on the first day of the month following the month of the stock option allotment datethat is two years after this date and ends on March 18, 2032.
(6) Conditions for exercising the stock options
When a stock option is exercised, the holder of the stock option must be a director or employee of the Company
or any of its subsidiaries. However, former directors of the Company or a subsidiary who left because theyreached the end of their term of office and former employees of the Company or a subsidiary who left because
they reached the mandatory retirement age are exempt from this requirement.
(7) Reasons and conditions for the Company to acquire the stock options
1) When a stock option holder is no longer qualified to exercise a stock option due to the provisions of thepreceding item (6), the Company can acquire that individual’s stock options without compensation.
2) If the shareholders of the Company approve a proposal for a merger in which the Company is dissolved, acontract for an exchange of stock that makes the Company a wholly owned subsidiary or a proposal for astock transfer plan, the Company can acquire the stock options without compensation.
(8) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
(9) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by theexercise of the stock options
1) The increase in capital stock when new shares are issued upon the exercise of stock options is 50% of the
maximum limit of a capital increase as calculated in accordance with Article 17, Paragraph 1 of the Corporate
Accounting Rules. Any fraction of less than one yen arising from the calculation will be rounded up.
2) The increase in legal capital surplus when new shares are issued upon exercise of the stock options is the
maximum increase in capital in 1) above less the increase in capital stock as stipulated in 1) above.
(10) Other terms for the stock options will be determined separately by resolutions of the Company’s Board of
Directors.

20

Proposal 6: Issuance of Stock Acquisition Rights as Non-tax-qualified Stock Options
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company proposes approval to givethe Board of Directors of the Company the authority to determine the terms of share acquisition rights, issued as non-taxqualified stock options apart from those in Proposal 3 above, to be distributed to directors (excluding outside directors)of the Company.
1. Reason for the need to grant stock options with favorable terms
The stock options apart from those in Proposal 3 above are to be granted for the purposes of motivating directors(excluding outside directors) of the Company to increase consolidated sales and earnings of the Group as a whole andcontributing to the growth of corporate value.
2. Recipients of the stock options
Directors (excluding outside directors) of the Company
3. Stock option terms, maximum number of shares and other items that can be decided based on the proposal to besubmitted at the shareholders meeting(1) Class and number of shares to be issued upon exercise of the stock options
Maximum of 300,000 shares of common stock of the Company
The number of shares granted will be adjusted using the following formula if, after the allotment date of thestock options, the Company conducts a common stock split (including gratis allocations of common stock of theCompany, the same applied hereafter) or a stock consolidation. However, this adjustment will be performed only
for shares applicable to the stock options that have not been exercised at the time of the split or consolidation.
Furthermore, any fraction of less than one share resulting from the adjustment is discarded.
Number of shares granted
after adjustment=

Number of shares granted
before adjustmentx

Ratio of stock split or
stock consolidation(2) Number of stock options
Maximum of 3,000 units (100 shares are received upon the exercise of each stock option, but if the number ofshares is adjusted as described in the preceding item (1), the number of shares granted will be adjusted in thesame manner)(3) Payment required in exchange for the stock option
No payment is required to receive the stock options.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed when a stock option is exercised is the number of shares granted multipliedby the amount paid per share (the “exercise price”). The exercise price is calculated by multiplying by 1.05 theaverage closing price of common stock of the Company on the Tokyo Stock Exchange in each day (except days
when there was no trading of this stock) of the month preceding the month in which the stock options wereallocated. Any fraction of less than one yen is rounded up. However, if the resulting exercise price is less thanthe closing price on the allotment date of the stock options (or the nearest prior closing price if there is no tradingof common stock of the Company on the allotment date), this closing price will instead be the exercise price.
If the Company conducts a stock split or a stock consolidation after the allotment date of the stock options, theexercise price will be adjusted using the following formula and fractions less than one yen resulting from theadjustment will be rounded up.
1
Exercise price
Exercise price=x
after adjustment
before adjustment
Ratio of stock split or stock consolidation
If the Company issues new shares of common stock or disposes of its treasury shares at prices less than themarket price after the allotment date of the stock options (excluding the issuance of new shares and dispositionof treasury shares in association with the exercise of the stock options), the exercise price will be adjusted using
the following formula and fractions of less than one yen resulting from the adjustment will be rounded up.

21

Exercise priceafter
adjustment=

Exercise pricebeforeadjustmentx

Number ofissuedshares+Number of
newly issued
sharesNumber of issued
sharesx

Amount to
be paid per
share

Market price+

Number of newly
issued shares

In this formula, the number of issued shares is the number of shares of common stock issued after deducting
common stock held as treasury shares. Also, if treasury shares are used for the stock distributed when a stock
option is exercised, the number of newly issued shares is instead the number of treasury shares used and theamount to be paid per share is instead the amount paid per treasury share.
Furthermore, if the Company merges with another company or conducts a divestiture after the stock option
allotment date and an adjustment of the exercise price is needed, the Company will adjust the price withinreasonable limits.
(5) Exercise period
10 years from the allotment date(6) Conditions for exercising the stock options
When a stock option is exercised, the holder of the stock option must be a director of the Company. However,former directors of the Company who left because they reached the end of their term of office are exempt fromthis requirement.
(7) Reasons and conditions for the Company to acquire the stock options
1) When a stock option holder is no longer qualified to exercise a stock option due to the provisions of thepreceding item (6), the Company can acquire that individual’s stock options without compensation.
2) If the shareholders of the Company approve a proposal for a merger in which the Company is dissolved, acontract for an exchange of stock that makes the Company a wholly owned subsidiary or a proposal for astock transfer plan, the Company can acquire the stock options without compensation.
(8) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
(9) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by theexercise of the stock options
1) The increase in capital stock when new shares are issued upon the exercise of stock options is 50% of the
maximum limit of a capital increase as calculated in accordance with Article 17, Paragraph 1 of the Corporate
Accounting Rules. Any fraction of less than one yen arising from the calculation will be rounded up.
2) The increase in legal capital surplus when new shares are issued upon exercise of the stock options is the
maximum increase in capital in 1) above less the increase in capital stock as stipulated in 1) above.
(10) Other terms for the stock options will be determined separately by resolutions of the Company’s Board of
Directors.
- End of Document -22