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

Securities Code: 6363
June 5, 2024

To Our Shareholders:

Kotaro Harada, Representative Director and President
Torishima Pump Mfg. Co., Ltd.
1-1-8, Miyata-cho, Takatsuki City, Osaka

Notice of Convocation of the 143rd Annual General Meeting of Shareholders
We hereby notify you that the 143rd Annual General Meeting of Shareholders of Torishima Pump Mfg. Co., Ltd.
(the “Company”) will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of Business Report, etc. in electronic format, and posts this information on the following
websites. Please access either of the websites by using the internet address to review the information.
The Company’s website:

https://www.torishima.co.jp/ir/irinfo/meeting/ (in Japanese)

Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/6363/teiji/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website shown above, enter “Torishima Pump Mfg.” in “Issue name (company name)” or theCompany’s securities code “6363” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”)If you are unable to attend the meeting, please take the time to examine the Reference Documents for the General
Meeting of Shareholders, and exercise your voting rights by 5 p.m. on Monday, June 24, 2024 (JST) in accordancewith the “Information on Exercising Voting Rights” (in Japanese only).
[Exercise of voting rights via the Internet]
Please access the Company’s designated voting website (https://evote.tr.mufg.jp (in Japanese only)) using the “ Login
ID” and “Password” printed on the voting form sent out together with this notice. Follow the instructions on thescreen to indicate your approval or disapproval of the proposal, ensuring you make your entry by the deadline forexercising voting rights.
[Exercise of voting rights in writing (by mail)]
Please indicate on the voting form whether you approve or disapprove of each proposal, and return it by the voting
deadline stated above.

-1-1. Date and time:
2. Venue:

Wednesday, June 26, 2024 at 10 a.m. (JST) (Reception starts at 9:30 a.m.)
Head office of the Company
1-1-8, Miyata-cho, Takatsuki City, Osaka

3. Purpose
Items to be reported:
1. Report on the content of the Business Report, the Consolidated Financial Statements and the Nonconsolidated Financial Statements for the 143rd Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Report on the audit results of the Consolidated Financial Statements by the accounting auditor and the Audit
and Supervisory Committee for the 143rd Fiscal Year
Items to be resolved:
Proposal No. 1
Election of Six Directors Who Are Not Members of the Audit and Supervisory Committee
Proposal No. 2
Election of One Director Who Is a Member of the Audit and Supervisory Committee
Proposal No. 3
Revision of Limits on the Amount of Remuneration for Directors Who Are Not Membersof the Audit and Supervisory Committee (Basic Remuneration)
4. Exercising Voting Rights
1. When exercising voting rights in writing (by mail), if neither approval nor disapproval of each proposal isindicated on the voting form, we will assume that you indicated your approval of the proposal.
2. If you exercise your voting rights multiple times via the Internet, we will assume that the last exercising ofvoting rights is the valid exercising of voting rights.
3. If you exercise your voting rights twice, via the Internet and in writing (by mail), we will assume that thevote via the Internet is the valid exercising of your voting rights.
4. If you exercise your voting rights by proxy, you may designate one other shareholder holding voting rights
in the Company to attend the meeting. Please note, however, that it is necessary to submit a document
proving the authority of proxy.
5. If you wish to make a diverse exercise of your voting rights, please notify the Company in writing of yourintention of making a diverse exercise of your voting rights and the reasons therefor by three days prior to
the Annual General Meeting of Shareholders.
- If you are attending the meeting in person, please submit the voting form to the reception desk at the venue.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the detailsof the items before and after the revisions will be posted on each of the aforementioned websites.
- The dress code at the meeting for Directors and employees of the Company will be light clothes (“Cool Biz”).
- If you plan on attending the meeting in person, please check the status of infections and your own state of healthon the day the meeting.
- The notice of resolutions and the list of company officers that has traditionally been sent out after the general
meeting of shareholders will no longer be sent out. Instead, such notice will be posted on the Company’s website
in accordance with the introduction of the system for providing information electronic format.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Election of Six Directors Who Are Not Members of the Audit and Supervisory
Committee

The term of office of six current Directors who are not members of the Audit and Supervisory Committee, Kotaro
Harada, Gerry Ashe, Alister Flett, Koichiro Hamu, Yutaka Fukuda, Toshimasa Iue and Rieko Ueda will expire at theconclusion of this Annual General Meeting of Shareholders.
This time, the Company proposes the election of seven Directors who are not members of the Audit and Supervisory
Committee, in order to continue promoting global management.
No opinion of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are not members of the Audit and Supervisory Committee are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility
Apr. 1984

Kotaro Harada(Born on October 2, 1961)
Re-election
1

July 1997
Aug. 1998
June 1999
Aug. 2000
June 2001
June 2004
June 2006
Apr. 2023

2

Joined the Daiwa Bank, Ltd. (current Resona
Bank, Limited)
Joined the Company
General Manager of the President’s OfficeDirector
General Manager of the President’s Office and
Deputy General Manager of the Sales Division
Managing Director andGeneral Manager of the Sales Division
Representative Senior Managing Director
Representative Director, President & CEO(current position)
Representative Director and CEO (Chief
Executive Officer) (current position)

Number of theCompany’s shares
owned

79,837

Reasons for nomination as candidate
Since assuming office as Representative Director and President in June 2006, Kotaro Harada has been demonstrating astrong leadership at the center of the management and striving to improve the Company Group’s corporate value.
Judging that he will keep playing an essential role to improve the mid- and long-term corporate value of the Company
Group, we have decided to renominate him as a candidate for Director.
Aug. 1988
Joined Weir Pumps Ltd
Jan. 2003
Joined the Company
Apr. 2007
Regional Director, TGT Europe
Gerry Ashe
Apr. 2010
Managing Executive Officer and General(Born on February 19, 1966)
Manager of the Overseas Sales Division0
Apr. 2019
Deputy President
Re-election
Apr. 2023
Deputy CEO (Deputy Chief Executive Officer)
June 2023
Director and Deputy CEO (Deputy Chief
Executive Officer) (current position)
Reasons for nomination as candidate
Gerry Ashe has been mainly engaged in business operations relating to the overseas business departments, where he has
worked to strengthen the Company’s global business. Judging that he will contribute to the improvement of the mid- andlong-term corporate value of the Company Group utilizing his experience and knowledge to support the CEO in overallmanagement as a Director, we have decided to renominate him as a candidate for Director.

-3-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Aug. 1991
May 2004
Apr. 2009
Apr. 2011
Apr. 2015

Apr. 2018
Alister Flett(Born on July 25, 1970)

Apr. 2019

Re-election

Apr. 2023

3
June 2023

Apr. 2024

Number of theCompany’s shares
ownedJoined Weir Pumps Ltd
Joined the Company
Deputy General Manager of Overseas Sales
Division
President of Torishima Service Solutions FZCO
Executive Officer of the Company, President
and General Manager of the Middle East Sales
Department of the Middle East Branch of
Torishima Service Solutions FZCOManaging Executive Officer and Deputy
General Manager of the Overseas Division
Senior Managing Executive Officer andGeneral Manager of the Overseas Division
CO-COO (Co-Chief Operating Officer),
General Manager of the Overseas Division, andSupervisor of the Information System
Department in the Production Division
Director and CO-COO (Co-Chief Operating
Officer), General Manager of the Overseas
Division, and Supervisor of the Information
System Department in the Production Division
Director and CO-COO (Co-Chief Operating
Officer), Supervisor of the Overseas Division
and Information System Department in the
Production Division (current position)

Reasons for nomination as candidate
Alister Flett has been mainly engaged in sales at the overseas business departments, where he has worked to strengthen
the Company’s global business. Since April 2023, he has been promoting the Company’s global business throughoverseas transactions and strengthening production systems as CO-COO. Judging that he will contribute to theimprovement of the mid- and long-term corporate value of the Company Group utilizing his experience and knowledge,
we have decided to renominate him as a candidate for Director.

-4-0Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Apr. 1991
Apr. 2009
Mar. 2011

Apr. 2012

Apr. 2013
Apr. 2015
Apr. 2016

Koichiro Hamu
(Born on December 7, 1967)

June 2017
Apr. 2019

Re-election
4

June 2019
Apr. 2020

Apr. 2023

Apr. 2024

Joined the Company
General Manager of the TGT Engineering
Department
General Manager of the Application
Engineering Department and General Managerof the TGT Sales Department
Executive Officer, General Manager of the
Application Engineering Department, andGeneral Manager of the TGT Sales Department
Executive Officer and General Manager of theEngineering Division
Managing Executive Officer and General
Manager of the Engineering Division
Managing Executive Officer, General Managerof the Engineering Division, and General
Manager of the Research & Development
Department
Director
Senior Managing Executive Officer, General
Manager of the Corporate Strategy Bureau,
General Manager of the Engineering Division,and General Manager of the Research &Development Department
Representative Director
Senior Managing Executive Officer, General
Manager of the Corporate Strategy Bureau, andGeneral Manager of the Support Division
Director and CO-COO (Co-Chief Operating
Officer), General Manager of the Engineering
Division, and Supervisor of the Public-sector
Division, Private-sector Division, and Quality
Management Department
Director and CO-COO (Co-Chief Operating
Officer), General Manager of the Engineering
Division, and Supervisor of the Public-sector
Division, Private-sector Division, Quality
Management Department, and Business
Development Division (current position)

Number of theCompany’s shares
owned

33,382

Reasons for nomination as candidate
Koichiro Hamu has been mainly engaged in engineering and has been involved in the planning and development of new
products, work to strengthen our overseas sales capabilities, and work related to establishing the Company’s foundation,
including service as the person responsible for the areas of R&D, overseas sales, and administration. Since April 2023, as
CO-COO, he has been promoting the Company’s business, mainly by opening up domestic trading markets and making
improvements in quality. Judging that he will contribute to the improvement of the mid- and long-term corporate valueof the Company Group utilizing his experience and knowledge, we have decided to renominate him as a candidate for
Director.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility

Number of theCompany’s shares
owned

Apr. 1989
June 1996
June 2002

5

Joined SANYO Electric Co., Ltd.
Director
Executive Vice President and Representative
Director
June 2005
President and Representative Director
June 2007
Special Advisor
Feb. 2010
Deputy Chief Executive Officer of LIXILGroup Corporation
Apr. 2011
Director, Deputy Chief Executive Officer of
LIXIL Corporation
June 2016
Director of LIXIL Group Corporation
July 2017
AdvisorToshimasa Iue
June 2018
Outside Director who is a member of the Audit(Born on December 3, 1962)
and Supervisory Committee of Enplas
3,810
Corporation (current position)
Re-election
Aug. 2019
Outside Director of TAKARA & COMPANY
Outside Director
Ltd. (current position)
June 2020
Outside Director who is a member of the Audit
and Supervisory Committee of the Company
Outside Director of KAMEDA SEIKA CO.,LTD. (current position)
June 2022
Outside Director who is not a member of the
Audit and Supervisory Committee of theCompany (current position)(Significant concurrent positions outside the Company)
Outside Director who is a member of the Audit and Supervisory
Committee of Enplas Corporation
Outside Director of TAKARA & COMPANY Ltd.
Outside Director of KAMEDA SEIKA CO., LTD.
Reasons for nomination as candidate and overview of expected roles
Toshimasa Iue has held various important positions, including President and Representative Director, and has abundant
experience as a manager and a wide range of knowledge and personal connections, and we have decided to renominate
him as a candidate for outside Director who is not a member of the Audit and Supervisory Committee in the expectationthat he will provide valuable opinions and suggestions on the management of the Company Group from a global
perspective as an outside Director.
If elected, he will be appointed as a member of the Nomination and Remuneration Committee and will serve as an
objective and neutral party in the nomination of the Company’s executive candidates and the determination of executive
remuneration and other matters.
Matters pertaining to independence
TAKARA & COMPANY Ltd., where Toshimasa Iue holds a concurrent position, is a business partner of the Company
through its subsidiary TAKARA PRINTING CO., LTD. and Simul International, Inc. but there is no economic
dependence on TAKARA & COMPANY Ltd. in light of the size and nature of the business transactions.
There are no transactions between the Company and Enplas Corporation or KAMEDA SEIKA CO., LTD.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility

Number of theCompany’s shares
owned

Apr. 1984
Aug. 2001

6

Notes:

Joined DAIKIN INDUSTRIES, LTD.
Representative Director and President ofMothernet (current position)
Apr. 2016
Visiting Professor at Otemon Gakuin
University (current position)
Rieko Ueda
June 2022
Outside Director of Okumura Corporation(Born on December 18, 1961)(current position)
1,403
Outside Director who is not a member of theRe-election
Audit and Supervisory Committee of theOutside Director
Company (current position)(Significant concurrent positions outside the Company)
Representative Director and President of Mothernet
Visiting Professor at Otemon Gakuin University
Outside Director of Okumura Corporation
Reasons for nomination as candidate and overview of expected roles
As a business owner, Rieko Ueda has been working on the promotion of work-life balance and the promotion of
women’s activities. We have decided to renominate her as a candidate for outside Director who is not a member of the
Audit and Supervisory Committee in the expectation that she will provide valuable opinions and suggestions on the
management of the Company Group as an outside Director.
If elected, she will be appointed as a member of the Nomination and Remuneration Committee and will serve as an
objective and neutral party in the nomination of the Company’s executive candidates and the determination of executive
remuneration and other matters.
Matters pertaining to independence
There are no transactions between the Company and Otemon Gakuin University or Okumura Corporation, where Rieko
Ueda holds concurrent positions. Mothernet is a business partner of the Company, but there is no economic dependence
on Mothernet in light of its size and nature of the business transactions.
1. There is no special interest between each candidate and the Company.
2. Toshimasa Iue and Rieko Ueda are candidates for outside Directors.
3. The Company has entered into limited liability agreements with outside Directors pursuant to the provisions of Article
427, paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is theminimum liability amount provided for under laws and regulations. If the election of Toshimasa Iue and Rieko Ueda isapproved, the limited liability agreement that the Company entered into with them will remain in effect.
4. The Company has entered into an officers’ and directors’ liability insurance policy stipulated in Article 430-3, paragraph(1) of the Companies Act with an insurance company, and a summary of the insurance policy is listed in “Summary of
officers’ and directors’ liability insurance policy” of the Business Report (in Japanese only). If the election of candidates
for Directors who are not members of the Audit and Supervisory Committee is approved, the Company plans to enter into
a new insurance policy with the same terms to cover all candidates.
5. The Company has submitted notification to the Tokyo Stock Exchange that Toshimasa Iue and Rieko Ueda have been
designated as independent officers as provided for by the aforementioned exchange. If the re-election of Toshimasa Iue
and the re-election of Rieko Ueda are approved, the Company plans to continue the aforementioned notification.
6. Toshimasa Iue is currently an outside Director, and at the conclusion of this Annual General Meeting of Shareholders, his
tenure will have been four years.
7. Rieko Ueda is currently an outside Director, and at the conclusion of this Annual General Meeting of Shareholders, her
tenure will have been two years.

-7-

Proposal No. 2

Election of One Director Who Is a Member of the Audit and Supervisory Committee

The term of office of the current Director who is a member of the Audit and Supervisory Committee, Hiroshi
Akiyama, will expire at the conclusion of the Annual General Meeting of Shareholders.
This time, the Company proposes the election of one Director who is a member of the Audit and Supervisory
Committee, in order to maintain the supervision function of the Audit and Supervisory Committee.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Director who is a member of the Audit and Supervisory Committee is as follows:
Name(Date of birth)

Career summary, position and responsibility

Number of theCompany’s shares
owned

Apr. 1994

Registered as a lawyer, Osaka Bar Association
Joined Midosuji Law Firm (current Midosuji
Legal Profession Corporation)
Dec. 2002
Reorganized as the Legal Corporation andbecame a member attorney at law
June 2016
Outside Director who is a member of the Audit
Hiroshi Akiyama
and Supervisory Committee of the Company(Born on August 6, 1969)(current position)
8,386
Apr. 2020
Managing Partner of Midosuji Legal Profession
Re-election
Corporation (current position)
Outside Director
Mar. 2021
Outside Audit & Supervisory Board Member of
Sunstar Inc. (current position)(Significant concurrent positions outside the Company)
Representative member attorney at law of Midosuji Legal
Profession Corporation
Outside Audit & Supervisory Board Member of Sunstar Inc.
Reasons for nomination as candidate for outside Director who is a member of the Audit and Supervisory Committee andoverview of expected roles
Hiroshi Akiyama has expertise and abundant experience in corporate legal affairs and governance as an attorney at law.
He provides us with accurate proposals and advice at the Board of Directors meetings from an objective standpoint being
independent from the management. Thus, we have decided to renominate him as a candidate for outside Director who isa member of the Audit and Supervisory Committee in the expectation that he will contribute to the improvement of themid- and long-term corporate value of the Company Group.
If elected, he will be appointed as a member of the Nomination and Remuneration Committee and will serve as an
objective and neutral party in the nomination of the Company’s executive candidates and the determination of executive
remuneration and other matters.
Although he has never been involved in the management of a company except in his role as an outside Director, based on
the aforementioned reasons, we believe that he can suitably perform his duties as an outside Director.
Matters pertaining to independence
There are no transactions between the Company and Midosuji Legal Profession Corporation or Sunstar Inc., whereHiroshi Akiyama holds concurrent positions.
Notes: 1. There is no special interest between Hiroshi Akiyama and the Company.
2. Hiroshi Akiyama is a candidate for outside Director.
3. Hiroshi Akiyama is currently an outside Director who is a member of the Audit and Supervisory Committee, and at theconclusion of this Annual General Meeting of Shareholders, his tenure will have been eight years.
4. The Company has entered into limited liability agreements with outside Directors pursuant to the provisions of Article
427, paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is theminimum liability amount provided for under laws and regulations. If the re-election of Hiroshi Akiyama is approved, thelimited liability agreement that the Company entered into with him will remain in effect.
5. The Company has entered into an officers’ and directors’ liability insurance policy stipulated in Article 430-3, paragraph(1) of the Companies Act with an insurance company, and a summary of the insurance policy is listed in “Summary of
officers’ and directors’ liability insurance policy” of the Business Report (in Japanese only). If the election of the candidate
for Director who is a member of the Audit and Supervisory Committee is approved, the Company plans to enter into a
new insurance policy with the same terms to cover the candidate.

-8-6. The Company has submitted notification to the Tokyo Stock Exchange that Hiroshi Akiyama has been designated as anindependent officer as provided for by the aforementioned exchange. If the re-election of Hiroshi Akiyama is approved,
the Company plans to renew the aforementioned notification.

-9-

(Reference) Skill Matrix
The Company is committed to responding to changes in the global environment to enhance its corporate value overthe mid to long term, meeting the expectations of stakeholders, and becoming a global company that is integral to asustainable society.
If Proposals 1 and 2 are approved, the expertise of each Director and the Nomination and Remuneration Committee
members are as follows.
Skill Matrix Table of the knowledge and experiences of the Directors who constitute the Board of Directors andmembers of the Nomination and Remuneration Committee
Name

KotaroHaradaGerry
Ashe
Alister
Flett
Koichiro
Hamu
Toshimasa
Iue (Outside)
Rieko
Ueda (Outside)
Directors
HaruhisaSumi
who aremembers ofHirohithe Audit and Akiyama (Outside)
Supervisory
Soji
Committee
Yamamoto (Outside)Yuji
Abe (Outside)
Directors
who are notmembers of
the Audit andSupervisory
Committee*

Corporate

GlobalManagement

Business

Manufacturing
Engineering
R&D

Sales
Marketing

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

HR/LaborHR
Development

Nomination
Finance

Legal

and

Accounting

Governance

Remuneration
Committee

〇

〇
〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

The above list represents areas in which each person has more specialized knowledge based on his/her experience, etc., and does
not represent all the knowledge he/she possesses.

- 10 -

Proposal No. 3

Revision of Limits on the Amount of Remuneration for Directors Who Are Not Membersof the Audit and Supervisory Committee (Basic Remuneration)

The maximum amount of remuneration for Directors who are not members of the Audit and Supervisory Committee
were approved as “not more than ¥350,000,000 per year” for basic remuneration, and “not more than ¥50,000,000
per year” for remuneration paid for the granting of restricted shares at the 142nd Annual General Meeting of
Shareholders held on June 28, 2023 (in each case, not including payment of employee salaries for Directors who
serve concurrently as employees).
The Company intends to further promote global management, and in preparation for the future increase in the numberof global professionals with expertise in overseas business, and in light of the recent depreciation of the yen, theCompany requests an increase in the maximum amount of remuneration (basic remuneration) for Directors who are
not Audit and Supervisory Committee Members, subject to approval of Proposal No. 1, “Election of Six Directors
Who Are Not Members of the Audit and Supervisory Committee.”
For the above reasons, the Company proposes that the maximum amount of basic remuneration for Directors who
are not members of the Audit and Supervisory Committee be set at “not more than ¥500,000,000 per year” (notincluding payment of employee salaries for Directors who serve concurrently as employees). There will be no change
in the maximum amount of remuneration paid for the granting of restricted shares.
This proposal has been decided by the Board of Directors after deliberation by the Nomination and Remuneration
Committee and as such, we judge it to be reasonable. The policy for decisions related to the content of individual
remuneration, etc. for Directors of the Company is included in the Business Report ��(in Japanese only)��.
Currently there are seven eligible Directors, and if Proposal No. 1 is approved as proposed, the number of eligible
Directors will be six (including two outside Directors).
The content of the remuneration is as follows. The content has not changed from that approved by the 142nd Annual
General Meeting of Shareholders held on June 28, 2023.
(1) Maximum number of shares
Eligible Directors shall pay in all of the monetary remuneration claims paid to them under this proposal as
property contributed in kind in accordance with the resolution of the Board of Directors of the Company, andshall receive an issuance or disposal of the Company’s common shares with the total number of common shares
to be issued or disposed of in this way being no more than 45,000 shares per year. However, from the date of
approval of this proposal onward, in the event of a share split of the Company’s common shares (including
gratis allotment of the Company’s common shares) or a consolidation of such shares being conducted or someother event necessitating adjustment of the total number of the Company’s common shares to be issued or
disposed of as restricted shares, this total number shall be adjusted rationally.
The amount to be paid in per share shall be the closing price of the Company’s common shares on the Tokyo
Stock Exchange on the business day preceding the date of the Board of Directors’ resolution (if the shares were
not traded on that day, then the closing price on the most recent trading day before that).
Furthermore, when issuing or disposing of the Company’s common shares in this way, the Company and theeligible Directors shall conclude a restricted share allotment agreement (hereinafter the “Allotment
Agreement”) including the following content.
(2) Transfer Restriction Period
Eligible Directors may not transfer, pledge as collateral, or dispose of in any other way (hereinafter the “Transfer
Restriction”) the Company’s common shares received as an allotment under the Allotment Agreement(hereinafter the “Allotted Shares”) for a period of between 3 years and 30 years, determined in advance by the
Board of Directors, from the date of receiving the allotment under the Allotment Agreement (hereinafter the“Transfer Restriction Period”).

- 11 -

(3) Treatment upon retirement
If an eligible Director retires from the position of Director of the Company before the completion of the Transfer
Restriction Period, except in the cases of a justifiable reason such as the end of their term of office or their death,upon their retirement the Company shall acquire, by rights, the Allotted Shares without contribution.
(4) Lifting of the Transfer Restriction
The Company shall lift the Transfer Restriction on all of the Allotted Shares upon the completion of the Transfer
Restriction Period provided that the eligible Director has remained a Director of the Company continuously
throughout the Transfer Restriction Period. However, the Company shall rationally adjust the number of the
Allotted Shares and the timing for lifting the Transfer Restriction as necessary in the cases where a Director of
the Company retires before the completion of the Transfer Restriction Period due to a justifiable reason such as
the end of their term of office or their death. Furthermore, directly after the lifting of the Transfer Restriction,
the Company shall acquire, by rights, any Allotted Shares whose Transfer Restriction was not lifted without
contribution.
(5) Treatment during a reorganization, etc.
Notwithstanding the provision in (1) above, during the Transfer Restriction Period, if a matter related to areorganization such as a merger agreement in which the Company is the dissolving company, a share exchange
agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, or any other kindof reorganization is approved by the General Meeting of Shareholders of the Company (or by the Board of
Directors of the Company in a case where the reorganization does not require approval by the General Meetingof Shareholders of the Company), the Transfer Restriction on a number of the Allotted Shares to be determinedrationally based on the period between the starting date of the Transfer Restriction Period and the date of
approval of the reorganization, etc., shall be lifted before the effective date of the reorganization, etc., byresolution of the Board of Directors. In cases specified above, the Company shall naturally acquire without
contribution the Allotted Shares on which the Transfer Restriction has not been lifted as of the time immediately
after the Transfer Restriction was lifted.
(6) Other matters
Other matters related to the Allotment Agreement are to be determined by the Board of Directors of theCompany.

- 12 -