Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6768)
June 9, 2021
To Shareholders with Voting Rights:
Masahiro Asada
President
TAMURA CORPORATION
1-19-43, Higashi-Oizumi,
Nerima-ku, Tokyo, JapanNOTICE OF THE 98TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 98th Annual General Meeting of Shareholders of TAMURACORPORATION (the “Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders,
indicate your vote for or against the proposals via the following instructions, and exercise your voting rights
by the end of the Company’s business hours (5:20 p.m.) on Thursday, June 24, 2021, Japan time.
1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m. Japan time (reception begins at 9:30 a.m.)

2. Place:

4F Sakura, HOTEL METROPOLITAN
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
98th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 98th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Issuance of Stock Acquisition Rights as Stock Compensation-type Stock
Proposal 3:
Options-1-

The “Notes” to the “Consolidated Financial Statements” and the “Non-consolidated Financial Statements”
mentioned in this document are available on the Company's Internet website and are not included in thisdocument. As a result, the Consolidated Financial Statements and the Non-consolidated Financial Statements
contained in this document are a subset of the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor during
preparation of their respective Audit Reports.
Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements,
or Reference Documents for the General Meeting of Shareholders require revisions, the revised versions will
be posted on the Company's Internet website.
The Company’s Internet website: https://www.tamura-ss.co.jp/jp/finance/index.html-2-

Instructions on Exercising Voting Rights
You can exercise your voting rights for the General Meeting of Shareholders by any of the following methods.
For Those Attending the General Meeting of Shareholders
When attending the meeting, please bring this notice and submit the enclosed Voting Rights Exercise Format the reception desk.
Date and time of the Meeting: Friday, June 25, 2021, at 10:00 a.m.

For Those Exercising Voting Rights in Writing
Please indicate whether you approve or disapprove the proposals on the enclosed Voting Rights Exercise
Form, and return by mail.
Due to circumstances surrounding tabulation of voting rights exercise results, the Company appreciates yourearly exercise.
Deadline for exercising voting rights: Thursday, June 24, 2021, 5:20 p.m.

For Those Exercising Voting Rights via the Internet
Access the Voting Rights Exercise Website: https://www.web54.net
Please access the Voting Rights Exercise Website above from computer, smartphone, or mobile phone, andfollow the on-screen instructions to indicate your vote for or against the proposals.
Deadline for exercising voting rights: Thursday, June 24, 2021, 5:20 p.m.
Caution when exercising voting rights via the Internet, etc.
‐
To exercise voting rights via proxy, you may designate one (1) other shareholder with voting rights to act
as your proxy and attend the meeting. However, please understand that the proxy must submit
documentation proving power of attorney.
‐
Only the last vote arriving at the Company shall be accepted as the valid vote. In the event that a voting
right is exercised both via the Internet, etc. and in writing by the Voting Rights Exercise Form on thesame day, the vote cast through the Internet, etc., shall be accepted as the valid vote.
‐In the event that voting rights are exercised multiple times via the Internet, etc., only the final votesubmitted shall be considered valid.
‐
In addition, in the event that voting rights are exercised multiple times via computer, smartphone, ormobile phone, only the final vote submitted shall be considered valid.

1. If you have any questions about how to operate your computer, etc., with regard to the exercise
of voting rights via the Internet, please contact the following:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank
0120-652-031(Hours of operation: 9:00 a.m. – 9:00 p.m.)

2. For inquiries other than 1. above (address, number of shares, etc.), please contact the following.
1) Shareholders with accounts at securities firms
Please contact your securities firm.
2) Shareholders who do not have accounts at securities firms (shareholders who have special-3-accounts)
Stock Transfer Agency Department, Sumitomo Mitsui Trust Bank
0120-782-031(Hours of operation: 9:00 a.m. – 5:00 p.m. (excluding Saturdays, Sundays and holidays))
Exercise of voting rights via electronic voting platform for institutional investors
If nominee shareholders such as management trust banks (including standing proxies) have applied inadvance to use the platform for electronic exercise of voting rights for institutional investors operated by
ICJ, Inc., a joint venture company established by Tokyo Stock Exchange, Inc. and others, they may usethat platform as an electromagnetic method for exercising voting rights for the Company’s General
Meeting of Shareholders other than the exercise of voting rights via the Internet described above.

-4-

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

Appropriation of Surplus

Matters concerning year-end dividends
The Company considers the return of profits to shareholders the most important management task,
and strives to maintain and enhance the level of dividends, while focusing on enhancing its financial
position by expanding business earnings and securing internal reserves for the purpose of increasing
corporate value through medium- to long-term business plans.
Concerning year-end dividends, based on comprehensive consideration of future business trends andthe financial standing, etc., the Company proposes a year-end dividend of 5 yen per share. Combinedwith the interim dividend of 3 yen, the annual dividend will be 8 yen.
(1) Type of dividend property:
Cash(2) Matters related to and the aggregate amount of the dividend property to be allotted to shareholders:
5 yen per share of the Company’s ordinary stock
Total amount of dividends: 410,624,585 yen(3) Effective date of dividends of surplus:
June 28, 2021

-5-

Proposal 2:

Election of Eight (8) Directors

The term of office of all eight (8) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed.
The candidates for Director are as follows:

No.

Name

Present position and responsibilities
in the Company
Chairperson
Chief Supervisor of Overall Corporate
Management
General Manager of CSR Promotion
Division
In charge of CSR and Company-wide
Quality Promotion
President
Execution of Overall Corporate
Management
In charge of Electronic Chemicals/FA
Systems-related Business
General Manager of BusinessTransformation Task Force
Director/Vice President
Controller of Business Sectors at Head
OfficeGeneral Manager of Corporate
Management Division
In charge of Corporate Management andInformation Security
In charge of Unit Products-related Business
Deputy General Manager of BusinessTransformation Task Force

Attendanceat meetingsof the Boardof Directors

21/21(100%)

1

Naoki Tamura(Reappointment)2Masahiro Asada(Reappointment)

3

Yusaku Hashiguchi (Reappointment)

4

Takeo Minomiya(Reappointment)
Outside Director(Outside)(Independent Director)

21/21(100%)

5

Akira Kubota(Reappointment)
Outside Director(Outside)(Independent Director)

21/21(100%)

6

Haruko Shibumura (Outside)(Reappointment)
Outside Director(Independent Director)

7

Norihiko Nanjo(Reappointment)

8

Shoichi Saito(Reappointment)

Director/Senior Executive Officer
Controller of Information
Equipment-related Business
General Manager of Information
Equipment Business Sector
Deputy General Manager of BusinessTransformation Task Force
Director/Senior Executive Officer
In charge of Magnetic Products-related
Business
Deputy General Manager of BusinessTransformation Task Force
General Manager of Security Trade Control
Department

-6-

21/21
(100%)

21/21(100%)

21/21(100%)

21/21(100%)

21/21(100%)

No.

Name

Past experience, positions, responsibilities
and significant concurrent positions(Date of birth)

Joined the Company
Director
Director/Vice President
Naoki Tamura
President(February 11, 1958)
General Manager of CSR Promotion Division (current position)
Chairperson (current position)
Chief Supervisor of Overall Corporate Management and in charge of[Reappointment]
CSR and Company-wide Quality Promotion (current position)
Reasonfor
nomination
as a candidate for Director
Attendance at meetings
Since his appointment as President in 1999, Mr. Naoki Tamura has led the Group’sof the Board ofmanagement and contributed to the enhancement of corporate value. As Chairperson
Directors:
100% (21 out of 21 since April 2019, he has significantly contributed to the development of the Group by
supervising overall management with his abundant experience and broad-ranging insighttimes)
from a non-executive standpoint. Going forward, to realize the sustainable growth andthe medium- to long-term enhancement of corporate value of the Group, we request his
continued election as a Director of the Company.
Joined the Company
April 1982
Director, TAMURA EUROPE LIMITED
April 2003
Senior Executive Officer, the Company
April 2005
Director/Senior Executive Officer
June 2007
Director/Vice President
June 2009
Director/Executive Vice President
June 2016
Chairperson, KOHA CO., LTD.
October 2018
Masahiro Asada
President (current position), Execution of Overall Corporate
April 2019
(June 19, 1959)
Management, the Company (current position)
In charge of Electronic Chemical/FA Systems-related Business andApril 2021
[Reappointment]
General Manager of Business Transformation Task Force (current
position)
Attendance at meetings Reason for nomination as a candidate for Directorof the Board of
As Director/Executive Vice President since 2016, Mr. Masahiro Asada has taken
Directors:
responsibility for the management of the Company, as well as driving the Electronic
100% (21 out of 21 Components Business forward with assertive leadership. He has taken responsibility fortimes)
the execution of overall corporate management as President since 2019 and has been in
charge of the globally-operating Electronic Chemicals & FA Systems-related Business
Sector. Since April of this year, he has been spearheading business transformation with afocus on workstyle and operational reforms, to build a rock-solid organizational structurethat will serve as a foothold for growth. Going forward, for the continued growth and the
medium- to long-term enhancement of corporate value of the Group, we request his
continued election as a Director of the Company.

Number ofshares of theCompany held

August 1987
June 1991
June 1997
June 1999
July 2012
April 2019

1

2

-7-

1,065,134

17,245No.

Name

Past experience, positions, responsibilities
and significant concurrent positions(Date of birth)

Joined the Company
Senior Executive Officer
President, TAMURA CORPORATION OF HONG KONG
LIMITED (current position)
President, TAMURA CORPORATION OF CHINA LIMITED
October 2011
(current position)
General Manager of Corporate Management Division and in charge
June 2014of Corporate Management and Information Security, the Company(current position)
Director/Senior Executive Officer
Yusaku Hashiguchi
June 2015
President, TAMURA CORPORATION SINGAPORE PTE. LTD.
(September 16, 1962) August 2015
(current position)
Controller of Business Sectors at Head Office, the Company
April 2018
[Reappointment](current position)
Director/Vice President (current position)
June
2018
Attendance at meetings
Director, KOHA CO., LTD.
April
2019
of the Board of
In charge of Unit Products-related Business and Deputy General
April
2021
Directors:
Manager of Business Transformation Task Force, the Company
100% (21 out of 21(current position)
times)
Reason for nomination as a candidate for Director
Mr. Yusaku Hashiguchi has been involved in business management in the Electronic
Component-related Business and regional control in China, ASEAN, and elsewhere. He
has had responsibility for the business administration of the Group as a whole as
Director/Vice President since 2018. We expect to use his abundant business experiencein Japanese and overseas markets and his broad-ranging insights, including intechnology areas, for the continued growth and medium- to long-term enhancement ofcorporate value of the Group, and therefore request his election as a Director of theCompany.
Joined Sony Corporation
April 1962
SeniorManaging Corporate Executive Officer
June 2001
Deputy President, Sony EMCS Corporation
June 2001
Director, the Company (current position)
June 2007
Takeo Minomiya
Outside Director, ShibaSoku Co., Ltd. (current position)
June
2011
(January 18, 1944)
President and Representative Director, Houtoku Energy Co., Ltd.
December 2012
(current position)[Reappointment]
Outside Director, Paloma Co., Ltd. (current position)
April 2015
[Outside]
Reason for nomination as a candidate for Outside Director and summary of expected[Independent Director]roles
Mr. Takeo Minomiya has served in important positions, including as corporate executive
Attendance at meetingsof multiple companies, some of them leading Japanese global companies. He possessesof the Board ofextensive and advanced knowledge and experience in international corporate
Directors:
management and business administration. He has also employed that abundant
100% (21 out of 21
experience and broad-ranging insight in the appropriate supervision of the Company astimes)
an Outside Director. We expect to continue receiving his useful and unreserved opinions
and guidance from an objective standpoint for the sustainable growth and medium- tolong-term enhancement of corporate value of the Group, and therefore request his
continued election as a Director of the Company.

Number ofshares of theCompany held

April 1986
June 2009
April 2011

3

4

-8-

17,45472,994

No.

Name

Past experience, positions, responsibilities
and significant concurrent positions(Date of birth)

Joined Ministry of International Trade and Industry (currently
Ministry of Economy, Trade and Industry)
Director-General of Research and Statistics Department, Economic
September 2005
and Industrial Policy Bureau
Joined Olympus Corporation
July 2006
Executive Officer, Division Manager, Microtechnology R&D
June 2009
Division, Corporate R&D Center
Executive Managing Officer, Group President, Corporate R&D
Akira Kubota
April 2014
Center(September 9, 1953)
Executive Managing Officer, Unit Head, Medical Affairs & CSR
April 2016
Office[Reappointment]
Executive Director of NIPPON ELECTRIC CONTROLMay 2017[Outside]
EQUIPMENT INDUSTRIES ASSOCIATION (current position)[Independent Director]
Director, the Company (current position)
June 2018
Reason for nomination as a candidate as a candidate for Outside Director and summary
Attendance at meetingsof expected rolesof the Board of
In addition to accumulating extensive experience at an administrative organ, Mr. Akira
Directors:
Kubota has been involved in the management of a globally-operating company. He
100% (21 out of 21
possesses experience in proactive and wide-ranging business development and advanced
times)
insights into corporate management. Since his appointment as Director of the Company
in 2018, he has used that abundant experience and insight to provide guidance andadvice regarding the Company’s management at the Board of Directors. We expect him
to provide useful and unreserved opinions and guidance for the achievement of theCompany’s management plans and for the further improvement of the Company's
management and the effectiveness of the Board of Directors, and therefore request his
continued election as a Director of the Company.
The 46th Legal Apprentice of the Supreme Court
April 1992
Registered at the Daini Tokyo Bar Association
April 1994
Law Offices of Homma & Komatsu (currently Homma & Partners)
April 1994
Partner Lawyer (current position)
April 1999
Practicing-attorney-professor for civil advocacy of the Legal
April
2009
Haruko Shibumura
Training and Research Institute, the Supreme Court(December 6, 1964)
Outside Auditor, NICHIREKI CO., LTD.
June 2015
Director, the Company (current position)
June 2018[Reappointment]
Outside Director (Audit & Supervisory Committee Member),June 2019[Outside]
Astellas Pharma Inc. (current position)[Independent Director] June 2019
Outside Director, NICHIREKI CO., LTD. (current position)
Reason for nomination as a candidate as a candidate for Outside Director and summary
Attendance at meetings of expected rolesof the Board of
As an attorney, Ms. Haruko Shibumura has abundant experience and knowledge
Directors:
regarding corporate legal affairs in general, including corporate governance, crisis
100% (21 out of 21 management, risk management, and CSR. We expect her to continue to provide usefultimes)
and unreserved opinions and guidance to realize the sustainable growth and the mediumto long-term creation of corporate value of the Group and to contribute to theestablishment of corporate governance systems that will respond to the trust placed in the
Company by society. Accordingly, we request her election as a Director of theCompany.

Number ofshares of theCompany held

April 1978

5

6

-9-

2,678

0

No.

Name

Past experience, positions, responsibilities
and significant concurrent positions(Date of birth)

Joined the Company
Senior Executive Officer
Director/Senior Executive Officer (current position)
Director, TAMURA CORPORATION OF CHINA LIMITED
Director, KOHA CO., LTD.
Director, TAMURA ELECTRONICS (HUI ZHOU) CO., LTD.
Director, TAMURA EUROPE LIMITED
Norihiko Nanjo
Controller of Information Equipment-related Business, the(February 11, 1965)
Company (current position)
President, KOHA CO., LTD. (current position)[Reappointment]
General Manager of Information Equipment Business Sector, theApril 2020
Company (current position)
Attendance at meetings April 2021
Deputy General Manager of Business Transformation Task Forceof the Board of(current position)
Directors:
Reason for nomination as a candidate for Director
100% (21 out of 21 In the Electronic Component-related Business, Mr. Norihiko Nanjo has contributed totimes)
the expansion of global competitiveness through his career in key positions at overseas
bases mainly in Europe, the U.S., and China. In addition, from 2020, he has beeneffectively fulfilling his roles and responsibilities in the promotion of the creation of new
businesses and the revitalization of existing businesses in the Information
Equipment-related Business. For the sustainable growth and the medium- to long-term
enhancement of corporate value of the Group, we request his continued election as a
Director of the Company.
Joined Tamura Kaken Co., Ltd.
April 1988
Executive Officer
April 2005
Director/Executive Officer
June 2007
Senior Executive Officer, the Company
April 2010
Director/Senior Executive Officer (current position)
June 2013
Shoichi Saito
Director, TAMURA CORPORATION SINGAPORE PTE. LTD.
August 2015
(December 20, 1964) April 2020
Director, TAMURA EUROPE LIMITED (current position)
In charge of Magnetic Products-related Business, Deputy General
April 2021
[Reappointment]
Manager of Business Transformation Task Force, and General
Manager of Security Trade Control Department, the Company(current position)
Attendance at meetings
Reason for nomination as a candidate for Directorof the Board of
In the Electronic Chemicals & FA Systems-related Business Sector, Mr. Shoichi Saito
Directors:
100% (21 out of 21 led broad-ranging fields related to the mounting process, from electronic chemicalmaterials to the soldering devices with his abundant experience and advanced insights,
times)
including in technological areas. In addition, since 2020, he has used his wealth ofexperience and broad-ranging insights to contribute to the promotion of global businessdevelopment in the Electronic Component-related Business. For the sustainable growth
and the medium- to long-term enhancement of corporate value of the Group, we request
his continued election as a Director of the Company.

Number ofshares of theCompany held

April 1988
June 2008
June 2009
October 2011
September 2017
October 2017
April 2019
January 2020

7

8

24,73821,982(Notes)1. There are no special interests between the candidates and the Company.
2. Of the candidates for Director, Messrs. Takeo Minomiya and Akira Kubota and Ms. Haruko Shibumura are candidates
for Outside Director. Furthermore, Mr. Takeo Minomiya’s term of office as Outside Director of the Company will be
fourteen (14) years at the close of this General Meeting, and Mr. Akira Kubota’s and Ms. Haruko Shibumura's terms ofoffice as Outside Directors of the Company will be three (3) years, respectively, at the close of this General Meeting.
3. Messrs. Takeo Minomiya and Akira Kubota and Ms. Haruko Shibumura have been submitted as Independent
Directors/Auditors pursuant to the regulations of the Tokyo Stock Exchange, and if they are reelected as proposed,
they are planned to continue as such Independent Directors/Auditors.
4. The Company has concluded a liability limitation agreement with Messrs. Takeo Minomiya and Akira Kubota and Ms.
Haruko Shibumura, and if they are reelected, the Company plans to continue with these agreements. A summary ofthese liability limitation agreements is as follows.

If an Outside Director is negligent in duties and becomes liable to the Company for damages, the liability fordamages shall be the minimum amount as stipulated by Article 425, Paragraph 1 of the Companies Act.
The above liability limit for damages shall be accepted only in the case where the execution of duties which- 10 -

5.

6.

7.

caused the liability was conducted by the Outside Director in good faith and without gross negligence.
Facts of violations of laws and regulations and articles of incorporation or of engaging in illegal business execution byanother company at which a candidate for Outside Director has served as an officer in the past five (5) years
NICHIREKI CO., LTD., where Ms. Haruko Shibumura concurrently serves as Outside Director, announced that inJune 2019, it had received a cease and desist order and administrative surcharge payment order from the Japan Fair
Trade Commission under the Antimonopoly Act with regard to the sales price of modified asphalt, which had been
subjected to on-site inspections by the Commission in May 2018.
Although Ms. Haruko Shibumura was an Outside Auditor of the company when it was subjected to the on-site
inspections, she was not aware of the facts of this violation until they came to light. However, she had regularly madeappropriate comments regarding thorough legal compliance. In addition, since becoming aware of this matter, she has
responded as necessary regarding exhaustive efforts toward improvement, including calling for a thoroughinvestigation, proposing measures to prevent a recurrence, and confirming that such measures have been implemented,
thus fulfilling her duties.
The Company has concluded a Directors and Officers Liability Insurance contract that insures all Directors. The
insurance premiums for this policy are fully borne by the Company and no substantial insurance premium is borne by
the insured. The policy covers the liability of Directors and Audit & Supervisory Board Members arising in theperformance of their duties and damage claims received pertaining to the pursuit of said liability. However, the policy
does include certain exemption clauses, such as no compensation being given for liability attributable to acts inviolation of laws or regulations that were carried out with full knowledge of their illegality.
If the candidates for Directors are reappointed, each Director will become insured persons under the insurance policy.
In addition, the Company plans to renew the insurance policy with the same substance at the time of its next renewal.
Candidates for Director consist of seven (7) male candidates and one (1) female candidate (female ratio of 12.5%).

- 11 -

(Reference)
1. Policies and procedures for selection of candidates for Director and Audit & Supervisory Board
Member(1) Candidates for Director
By introducing the Executive Officer System and separating execution and supervision, theCompany creates an appropriate scope of personnel to enable functioning of the Board of Directors.
In consideration of the business content, scale, and management environment, etc., of theCompany, personnel with knowledge, experience, and capacity to contribute to enabling
functionality of the Board of Directors are selected as candidates for Director upon consideration of
the overall balance and diversity of the Board of Directors.
Additionally, the Company selects two or more Outside Directors, seeks personnel in wide andvaried fields, and works to have candidates that satisfy the standards of independence defined by the
Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Director Nomination Standards, deliberation is carefully made in the Board of Directors, anddetermination is made.
(2) Candidates for Audit & Supervisory Board Member
In consideration of the business content, scale, management environment, and audit structure, etc.,
personnel that can audit the business execution conditions of Directors from a fair and objective
standpoint, have capacity to contribute to improvement of the health and transparency ofmanagement, and have a wealth of knowledge and experience regarding corporate management andbusiness operations are selected as candidates for Audit & Supervisory Board Member.
Additionally, the Company selects a majority of Outside Audit & Supervisory Board Members,seeks personnel in wide and varied fields, and works to have candidates that satisfy the standards of
independence defined by the Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Audit & Supervisory Board Member Nomination Standards, deliberation is carefully made in the
Board of Directors and upon resolution, a proposal is submitted to the Audit & Supervisory Board,and determination is made upon receiving approval.
2. Standards of independence for Outside Officers
To establish a corporate governance structure that can enable management with high transparency andstrong management supervision functions and aim to improve corporate value, standards for determining
independence of Outside Officers of the Company are defined as follows.
Additionally, Outside Officers shall maintain the below standards of independence after appointment,
and if changes are deemed to have occurred, evaluation shall be made in the Board of Directors.
The standard of independence shall be that none of the following items applies.
1) The person is or was within the past 10 years a business executor of the Company or a subsidiary of
the Company (hereinafter the “Group”).
2) The person was a major shareholder that held an investment stake of 5% or more in the Company ora business executor thereof within any of the past five fiscal years.
3) The person was a transaction partner of which the amount of transactions was over 1% ofconsolidated net sales of the Company or said transaction partner within the past three fiscal years
or a business executor thereof.
4) The person was a major lender of the Company or a business executor thereof within the past threefiscal years.
5) The person received donations in excess of 10 million yen per annum from the Group or wasaffiliated with an organization, etc., that received said donations within the past three fiscal years.
6) The person received remuneration in excess of 10 million yen per annum from the Group aside fromexecutive remuneration within the past three fiscal years.
7) The person is a spouse or relative within the second degree of a person to which 1) to 6) above
applies.
(Note) A business executor refers to Executive Directors and Executive Officers.

- 12 -

Proposal 3:

Issuance of Stock Acquisition Rights as Stock Compensation-type Stock Options

1. Reasons for the proposal and why it is considered reasonable
The Company implemented an executive officer system in June 2005 as part of structuralreforms for its officer system, significantly reassessing the compensation system for Directors, andterminated its previous officer retirement benefits system. As a result, by placing Directors(excluding Outside Directors; the same applies hereinafter) and Executive Officers in a position
not only to share the benefits of higher stock prices but also the risks of lower stock prices withshareholders, the Company intends to provide added motivation and morale for improving thestock price and increasing corporate value. Accordingly, the Company believes that the substanceof this proposal is reasonable and proposes the following.
The Company proposes the issuance of gratis stock acquisition rights to Directors andExecutive Officers of the Company, as described in “Summary of issuance of stock acquisitionrights” below, that are exercisable from the day following retirement, and are stockcompensation-type stock options with a paid-in amount of 1 yen per share for exercise of eachstock acquisition right.
At the 95th Annual General Meeting of Shareholders held on June 27, 2018, the amount ofcompensation, etc. for Directors of the Company was resolved to include, apart from basic
compensation, an economic value of stock acquisition rights provided as stock options allotted to
Directors as compensation of maximum 40 million yen. The Company proposes to allot stockacquisition rights as stock compensation-type stock options to Directors within the scope of thesaid amount of compensation, etc.
Furthermore, the Company also plans to allot gratis stock acquisition rights as stockcompensation-type stock options to Directors and Executive Officers in the future, on thecondition that approval is gained from a General Meeting of Shareholders of the Company foreach fiscal year in which the Directors and Executive Officers are in office.
2. Summary of issuance of stock acquisition rights(1) Persons subject to allotment of stock acquisition rights, number of persons, and number ofstock acquisition rights to be allotted
Directors of the Company (excluding Outside Directors) 5 persons 214 stock acquisition rights
Executive Officers of the Company
8 persons 160 stock acquisition rights(2) Class and number of shares to be allocated upon exercise of the stock acquisition rights
The upper limit will be 37,400 shares of ordinary stock of the Company.
The number of shares to be allocated upon exercise of each stock acquisition right (hereinafter
the “number of shares granted”) shall be 100 shares. However, in the event that the Company
conducts a stock split (including a gratis allotment of shares of ordinary stock of the Company; thesame shall apply to references to a stock split hereinafter) or reverse stock split of its ordinary
stock on or after the date the stock acquisition rights are allotted (hereinafter the “allotment date”),
the number of shares granted shall be adjusted based on the following formula. However, such an
adjustment shall be made to the number of shares to be allocated upon exercise of the stockacquisition rights to which the stock acquisition rights have not been exercised at the time of suchstock split or reverse stock split, and any fraction resulting from the adjustment of less than one
share shall be rounded down.
Post-adjustment number of shares granted = Pre-adjustment number of shares granted × Ratioof split or reverse split
In addition to the above, in the event the Company conducts a merger, company split, or stock
exchange on or after the allotment date, or other equivalent circumstances whereby an adjustment
to the number of shares granted is necessary, the Company may appropriately adjust the number ofshares granted, within reason, after careful consideration by the Board of Directors on theconditions of such merger, company split, or stock exchange, among other factors.
When making adjustments as per above, the upper limit of the total number of shares allocatedby the stock acquisition rights shall be a number obtained by multiplying the post-adjustment
number of shares granted by the total number of stock acquisition rights.
(3) Total number of stock acquisition rights
374 stock acquisition rights- 13 -

(4) Paid-in amount for stock acquisition rights
There will be no paid-in cash requirement in exchange for the stock acquisition rights offering.
(5) Total amount to be invested upon exercise of new stock acquisition rights
The value of assets contributed upon the exercise of each stock acquisition right shall be 1 yenfor every share that may be issued upon the exercise of the stock acquisition rights, multiplied by
the number of shares granted.
Furthermore, if the Company conducts a stock split or reverse stock split after the issue date
for the stock acquisition rights, the paid-in amount shall be adjusted based on the following
formula, and fractions resulting from the adjustment of less than 1 yen shall be rounded up.
1
Post-adjustment paid-in amount=Pre-adjustment paid-in amount×
Ratio of split or reverse split(6) Period of exercising rights for stock acquisition rights
From July 1, 2021 to June 30, 2051.
(7) Exercise conditions for stock acquisition rights(i) A holder of stock acquisition rights may exercise stock acquisition rights only within ten (10)days after retiring from both positions of Director and Executive Officer.
(ii) Regardless of (i) above, if either (a) or (b) below apply to the holder of stock acquisition rights,
stock acquisition rights may be exercised within the respective periods.
(a) If a proposal to approve a merger agreement with the Company as the extinct company isapproved at a General Meeting of Shareholders, or if a proposal to approve a stock
exchange agreement or proposal to approve a stock transfer making the Company awholly-owned subsidiary is approved at a General Meeting of Shareholders, the period
shall be within two (2) weeks of the day following approval.
(b) If the holder of stock acquisition rights dies, the heir will have a period of three (3) months
from the day following the death of the holder of stock acquisition rights.
(iii) If any event occurs where a holder of the stock acquisition rights is no longer eligible toexercise the stock acquisition rights for the purpose of grant of the stock acquisition rights, theholder shall immediately lose the stock acquisition rights. This includes cases where a holderof the stock acquisition rights has been dismissed from a position of Director or Executive
Officer, or sentenced to imprisonment or a more serious charge.
(iv) The stock acquisition rights shall not be offered for pledge or made the subject of a security
interest.
(v) Each stock acquisition right may not be exercised in part.
(8) Increase in capital and capital reserve in the case of issuance of shares through the exerciseof stock acquisition rights(i) When shares are issued through the exercise of stock acquisition rights, the amount of capitalincrease shall be one-half of the maximum limit for increases in capital calculated inaccordance with Article 17, Paragraph 1 of the Company Accounting Ordinance, and fractionsof less than 1 yen shall be rounded up.
(ii) When shares are issued through the exercise of stock acquisition rights, the amount of capitalreserve to be added shall be determined by subtracting the amount of capital increase as
stipulated in (i) above from the maximum limit for increases in capital indicated in (i) above.
(9) Matters concerning the acquisition of stock acquisition rights(i) In the event the Company’s General Meeting of Shareholders approves (or resolutions by its
Board of Directors where the resolution of the General Meeting of Shareholders is notnecessary) a proposal for a merger agreement in which the Company is the extinct company,
proposal for an absorption-type merger agreement in which the Company is split or is planned
to be newly spun off, or a resolution for a stock exchange agreement or stock transfer plan inwhich the Company becomes a wholly-owned subsidiary, the Company is entitled to acquire
all existing stock acquisition rights gratis on a date separately determined by the Board of
Directors of the Company.
(ii) If a holder of the stock acquisition rights no longer falls under conditions for exercising thestock acquisition rights or loses the stock acquisition rights for reasons prescribed in (7) above,
the Company is entitled to acquire such stock acquisition rights gratis on a date separately
determined by the Company.

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(10) Limits on transferability of stock acquisition rights
Transfer of stock acquisition rights shall require the approval of the Board of Directors of theCompany.
(11) Treatment of stock acquisition rights during a reorganization
If the Company is subject to a merger (limited to a case where the Company ceases to exist
after to the merger), merger by absorption and spin-off, demerger, stock exchange or stock transfer(hereinafter “Reorganization”), it shall, pursuant to the provisions below, deliver new stockacquisition rights covering shares in the Reorganized Company as indicated in Article 236,
Paragraph 1, Items 8a through e of the Companies Act for the respective cases (hereinafter“Reorganized Company”), to the holder of the Company’s existing stock acquisition rights(hereinafter “Existing Stock Acquisition Rights”) on date the Reorganization becomes effective. In
this case, the Existing Stock Acquisition Rights will cease to exist and the Reorganized Company
will issue new stock acquisition rights. However, this shall be limited to the case whereby thedelivery of new stock acquisition rights for the Reorganized Company is stipulated in the merger
agreement, absorption-type merger agreement, spin-off agreement, stock exchange agreement, or
stock transfer plans in accordance with the conditions below.
(i) Number of new stock acquisition rights of the Reorganized Company to be provided
The same number as the number of existing stock acquisition rights that remain in thehands of the holders of stock acquisition rights shall be provided.
(ii) Class of shares of the Reorganized Company underlying the new stock acquisition rights
The class of shares underlying the new stock acquisition rights shall be the ReorganizedCompany’s ordinary stock.
(iii) Number of shares of the Reorganized Company underlying the new stock acquisition rights
To be determined in accordance with (2) above upon consideration of such factors as theconditions of the Reorganization.
(iv) Total amount to be invested upon exercise of new stock acquisition rights
The total amount to be invested upon exercise of the new stock acquisition rights allottedshall be, after consideration of factors such as the Reorganization, the post-adjustment paid inamount obtained from adjusting the paid in amount as stated in (5) above, multiplied by the
number of shares of the Reorganized Company to be granted due to the exercise of new stockacquisition rights as stipulated in (iii) above.
(v) Exercise period for new stock acquisition rights
Between the first day of the period that that stock acquisition rights can be exercised asstated in (6) above and the effective date of the Reorganization, whichever is later, until the
final day of the period that stock acquisition rights can be exercised as stated in (6) above.
(vi) Increase in capital and capital reserve in case of issuance of shares through exercise of the
new stock acquisition rights
Determined in accordance with (8) above.
(vii) Restrictions on acquisition of stock acquisition rights via transfer
Acquisition of stock acquisition rights via transfer shall require the approval of theReorganized Company.
(viii) Reasons for acquisition and conditions for stock acquisition rights
Determined in accordance with (9) above.
(12) Allotment date for stock acquisition rights
July 1, 2021
(13) Treatment of share certificates for stock acquisition rights
No stock acquisition rights certificates shall be issued for the stock acquisition rights.
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