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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 6473)
June 4, 2021
To Shareholders with Voting Rights:
Kazuhiro Sato
President
JTEKT Corporation
3-5-8 Minami-semba, Chuo-ku,
Osaka, JapanNOTICE OF
THE 121ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
Please allow us to offer our respectful condolences for those who have passed away from COVID-19 andtheir families, and our best wishes for all those affected by the disease. We would also like to express ourheartfelt gratitude and respect for the medical staff involved in treating COVID-19 night and day, and all thepeople working in various contexts to support society.
The 121st Annual General Meeting of Shareholders of JTEKT Corporation (the “Company”) will be held as
follows.
Please note that this year, in order to prevent COVID-19 infection, shareholders are requested to consider
refraining from attending the venue in person, based on their own discernment of the situation. Voting rights
may be exercised by postal mail or via the Internet, etc., so please follow “Guidance on Exercising Your Voting
Rights” on page 3 and exercise your voting rights by reference to the attached Reference Documents for the
General Meeting of Shareholders by no later than 5:40 p.m. on Thursday, June 24, 2021, Japan time.
1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m.

2. Place:

Hall, 1F of Office Building No. 1, JTEKT Head Office
1-1 Asahi-machi, Kariya, Aichi, Japan(The venue is the same as last year although the name of the building has beenchanged due to the relocation of the head office.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
121st Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board for theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 121st Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Partial Amendments of the Articles of Incorporation
Proposal 1:
Election of 9 Directors
Proposal 2:
Determination of Remuneration for Granting Shares with Restrictions on
Proposal 3:
Transfer to Directors (Excluding Outside Directors) and Revision of the Amountof Remuneration Payable to Directors-1-When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Also, please remember to bring this convocation notice to the meeting place to help conserve paper resources.
Only our shareholders are allowed to enter the meeting place. Persons attending as proxies for shareholders
must be shareholders themselves. Shareholders who concurrently exercise the voting rights of othershareholders as proxies are kindly requested to submit the following: their Voting Rights Exercise Forms as
shareholders, their Voting Rights Exercise Forms for voting as proxies, and documents certifying their status asproxies.
Concerning the Disclosure via the Internet
 From among the documents attached to this convocation notice, the notes to the consolidated
financial statements and the notes to the non-consolidated financial statements are disclosed on our
website in accordance with laws and regulations and the provisions of Article 14 of the Articles ofIncorporation of the Company. Therefore, they are not stated in this convocation notice. Please notethat the consolidated financial statements and the non-consolidated financial statements audited
respectively by the Accounting Auditor and the Audit & Supervisory Board include the notes to theconsolidated financial statements and the notes to the non-consolidated financial statements
disclosed on the website below, in addition to the consolidated financial statements and the nonconsolidated financial statements stated in the Attached Documents provided with this Notice.
 If there is any need for revision, the revised documents will be posted on the Company’s website
immediately.
 The contents of this Notice have been displayed on the Company’s website before the notice wasdispatched by post, in order to make this information available early.
 From this year onward, the results of the resolutions of this meeting will be posted on the
Company’s website instead of sending the written Notice of Resolutions of the Annual General
Meeting of Shareholders.
The Company’s website ► https://www.jtekt.co.jp
The Company’s website (English) ► https://www.jtekt.co.jp/e/-2-

Guidance on Exercising Your Voting Rights
By Attending the Meeting
Please bring the enclosed
Voting Rights Exercise Formand submit it at the reception
desk.

By Postal Mail
Please enter your vote for oragainst each of the proposals
on the enclosed Voting Rights
Exercise Form and return theForm.

Date of the meeting:
Friday, June 25, 2021 at 10:00
a.m.

Deadline for voting:
The Form must be received
by 5:40 p.m., Thursday, June24, 2021, Japan time.

Via the Internet
Please visit the website
designated by the Company forthe exercise of voting rights(https://www.web54.net) andenter your vote for or against
each of the proposals.
Deadline for voting:
The votes must be received by
5:40 p.m., Thursday, June 24,
2021, Japan time.

Concerning the Platform for the Electronic Exercise of Voting Rights (for Institutional Investors)
Institutional investors have the option of voting by electromagnetic means via the Platform for the Electronic
Exercise of Voting Rights operated by ICJ Inc.

-3-

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

Partial Amendments of the Articles of Incorporation(1)

Reasons for the proposal(i) The Company engages primarily in manufacturing and selling steering, driveline components, bearings,
machine tools and mechatronics, and other products. In addition to the above, the Company is currently
developing new business domains to link social demands with our technologies and contribute to thehappiness of people and the abundance of society. To reflect the current status in the Articles ofIncorporation, we propose to partially amend Article 2 (Purpose).
(ii) Since the establishment of JTEKT, the Company had been headquartered in Osaka City, where theformer Koyo Seiko Co., Ltd. was headquartered. The Company concurrently had located headquartersfunctions (the venue for meetings of the Board of Directors and other conferences, and Corporate
Division’s main office) in Nagoya City. Last December, the Company relocated the head office function
from Nagoya City to Kariya City, Aichi Prefecture. Taking this opportunity to reflect the current status
in the Articles of Incorporation, we propose to amend Article 3 (Location of Headquarters).
(iii) The Company has promoted prompt decision-making and establishment of an efficient businessexecution system by introducing a senior executive officer system and others. To reflect the current
status, including that of the maximum number of officers, in the Articles of Incorporation, the Company
proposes to partially amend Article 18 (Number of Directors), Article 21 (Representative Directors andDirectors with Special Titles), and Article 26 (Number of Members of the Audit & Supervisory Board)and delete Article 22 (Senior Advisor).
(2) Details of the amendments
In addition to the following amendments, the deletion of Article 22 renumbers the subsequent articles in
the current Articles of Incorporation.
(Underlined parts are amended.)
Current Articles of Incorporation
Proposed Amendments
Purpose
Article 2. The purpose of the Company is to engage in thefollowing businesses:(Provision omitted)
13. Any businesses incidental to any of theforegoing items and the investment related thereto
Location of Headquarters
Article 3. The Company shall locate headquarters in Osaka
City.
Number of Directors
Article 18. The Company shall have no more than 20 Directors.
Representative Directors and Directors with Special Titles
Article 21. (1)(Provision omitted)(2) The Board of Directors may elect 1 Chairmanof the Board, 1 President, as well as one or more
Vice-Chairman of the Board, Executive VicePresident, Senior Executive Director, andExecutive Director by its resolution.
Senior Advisor
Article 22. The Board of Directors may appoint Senior Advisor
by its resolution.
Number of Members of the Audit & Supervisory Board
Article 26. The Company shall have no more than 7 Membersof the Audit & Supervisory Board.

Purpose
Article 2. The purpose of the Company is to engage in thefollowing businesses:(Unchanged)
13. Any other lawful businesses and the investment
related thereto
Location of Headquarters
Article 3. The Company shall locate headquarters in Kariya
City, Aichi Prefecture.
Number of Directors
Article 18. The Company shall have no more than 15 Directors.
Representative Directors and Directors with Special Titles
Article 21. (1)(Unchanged)(2) The Board of Directors may elect 1
Chairman of the Board, 1 President, as well as
one or more Vice-Chairman of the Board andExecutive Vice-President by its resolution.

(Deleted)
Number of Members of the Audit & Supervisory Board
Article 25. The Company shall have no more than 5 Membersof the Audit & Supervisory Board.

-4-

Proposal 2:

Election of 9 Directors

The terms of office of all 13 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 9 Directors is proposed.
The candidates are as follows:
No.

Name

1

<Reappointed>

Kazuhiro Sato2

<Reappointed>

Hiroyuki Kaijima

3<Reappointed>

Katsumi Yamamoto

4<Reappointed>

Kazuhisa Makino

5<Reappointed>

Shinji Kato

6

<Reappointed>

Takumi Matsumoto

78
9<Reappointed><Outside Director><Independent Director><Reappointed><Outside Director><Independent Director><Reappointed><Outside Director>

Current positions and responsibilities at
the Company
President，Member of the Board
Quality Management Division
Senior Executive Officer，Member of the
Board
Sales & Marketing Division
Senior Executive Officer，Member of the
Board
Industrial and Bearings Business Unit
Senior Executive Officer，Member of the
Board
Corporate Division
Senior Executive Officer，Member of theBoard
Machine Tools & Manufacturing Systems
Business Unit
Senior Executive Officer，Member of the
Board
Research & Development Division
Automotive Business Unit

Takao Miyatani

Director，Member of the Board

Iwao Okamoto

Director，Member of the Board

Takeshi Uchiyamada

Director，Member of the Board

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1979

Kazuhiro Sato
(April 3, 1956)
1<Reappointed>
Term of office as a
Director:
1 yearJanuary 2005
April 2014
April 2017
January 2019
January 2020
June 2020

2<Reappointed>
Term of office as a
Director:
7 years

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager, Quality Division, Toyota Motor Corporation
Managing Officer, Toyota Motor Corporation
Senior Managing Officer, Toyota Motor Corporation
Operating Officer, Toyota Motor Corporation
Advisor of the Company
President，Member of the Board (to present)[Current responsibilities]
Quality Management Division

37,963[Reasons for nomination as a candidate for Director]
Mr. Kazuhiro Sato has served as Representative Director of the Company since June
2020 and has a good personality with high ethical standards and fairness, and has
extensive experience and considerable insight as a business manager. We propose his
re-election as a Director in order to strengthen corporate governance of the Company
and enhance corporate value sustainably based on his broad perspective and highviewpoint, backed up by experience.
April 1979
February 2002

Hiroyuki Kaijima(August 26, 1956)

Number ofshares of theCompany held

June 2003
June 2005
January 2006
June 2012
June 2014
June 2018
June 2019
January 2021

Joined Toyoda Machine Works Ltd.
General Manager, Overseas Business Dept., Toyoda MachineWorks Ltd.
Director, Toyoda Machine Works Ltd.
Managing Officer, Toyoda Machine Works Ltd.
Managing Officer of the Company
Executive Managing Officer
Executive Director
Senior Executive Director
Executive Vice-President
Senior Executive Officer，Member of the Board (to present)
12,702[Current responsibilities]
Sales & Marketing Division[Reasons for nomination as a candidate for Director]
Mr. Hiroyuki Kaijima has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He has garnered extensive
experience and considerable insight through his involvement in the management ofoperating companies in North America, and through fulfilling his duties as a director
in charge of the Sales & Marketing Division. We therefore propose his re-election asa Director in order to realize the sustainable enhancement of corporate value of theCompany.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1981
January 2006

Katsumi Yamamoto(February 27, 1959)
3<Reappointed>
Term of office as a
Director:
2 years

June 2010
April 2015
April 2016
June 2016
June 2019
January 2021

4

<Reappointed>
Term of office as a
Director:
2 years

Joined the Company
General Manager, Business Planning Dept., Bearing Operations
Headquarters
Managing Officer
Executive Managing Officer
AdvisorPresident, DAIBEA Co., Ltd.
Senior Executive Director
Senior Executive Officer，Member of the Board (to present)[Current responsibilities]
Industrial and Bearings Business Unit

16,676[Reasons for nomination as a candidate for Director]
Mr. Katsumi Yamamoto has been engaged in corporate management as a Director
and has fulfilled his roles and responsibilities appropriately. He has garnered
extensive experience and considerable insight through fulfilling his duties as adirector in charge of the Industrial and Bearings Business Unit. We therefore
propose his re-election as a Director in order to realize the sustainable enhancementof corporate value of the Company.
April 1982
January 2005

Kazuhisa Makino(May 11, 1957)

Number ofshares of theCompany held

June 2010
June 2011
April 2015
June 2019
June 2020
January 2021

Joined Toyoda Machine Works Ltd.
General Manager, Corporate Management Dept., Toyoda MachineWorks Ltd.
General Manager, Accounting Dept. of the Company
Managing Officer
Executive Managing Officer
Executive Director
Senior Executive Director
Senior Executive Officer，Member of the Board (to present)[Current responsibilities]
Corporate Division[Reasons for nomination as a candidate for Director]
Mr. Kazuhisa Makino has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He has garnered extensive
experience and considerable insight through fulfilling his duties as a director in
charge of the Corporate Division. We therefore propose his re-election as a Director
in order to realize the sustainable enhancement of corporate value of the Company.

-7-

13,881No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
April 1981
July 2010

Shinji Kato
(February 7, 1958)
5<Reappointed>
Term of office as a
Director:
3 years

Takumi Matsumoto(April 9, 1961)
6<Reappointed>
Term of office as a
Director:
5 years

January 2017
April 2017
June 2018
June 2020
January 2021

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager, Mechatronics Systems Dept., Toyota Motor
Corporation
Senior General Manager of the Company
Managing Officer
Executive Director
Senior Executive Director
Senior Executive Officer，Member of the Board (to present)[Current responsibilities]
Machine Tools & Manufacturing Systems Business Unit

12,637[Reasons for nomination as a candidate for Director]
Mr. Shinji Kato has been engaged in corporate management as a Director and has
fulfilled his roles and responsibilities appropriately. He has practical knowledge inproducts from working in production engineering. He has also garnered extensive
experience and considerable insight through fulfilling his duties as a director in
charge of the Machine Tools & Manufacturing Systems Business Unit. We therefore
propose his re-election as a Director in order to realize the sustainable enhancementof corporate value of the Company.
April 1986
Joined Toyota Motor Corporation
August 2010
General Manager, BR-Electric Vehicle/Charge System
Development Dept., Toyota Motor Corporation
April 2015
Managing Officer of the Company
October 2015
Executive Managing Officer
June 2016
Executive Director
January 2021
Senior Executive Officer，Member of the Board (to present)[Current responsibilities]
Research & Development Division and Automotive Business Unit
[Reasons for nomination as a candidate for Director]
Mr. Takumi Matsumoto has been engaged in corporate management as a Director
and has fulfilled his roles and responsibilities appropriately. He has practicalknowledge in products from working in the engineering and development divisions.
He has also garnered extensive experience and considerable insight through fulfilling
his duties as a director in charge of the Research & Development Division andAutomotive Business Unit of the Company. We therefore propose his re-election asa Director in order to realize the sustainable enhancement of corporate value of theCompany.

-8-

13,122No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
April 1963
July 1995
January 1999

Takao Miyatani(December 24, 1940)

7<Reappointed><Outside Director><Independent
Director>
Term of office as a
Director:
6 years

June 1999
May 2000
May 2005
June 2015

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager (Senior General Manager), IT Engineering
Dept., Toyota Motor Corporation
Seconded to YUTAKA SEIMITSU KOGYO LTD., equivalent toCounselor, Toyota Motor Corporation
President, YUTAKA SEIMITSU KOGYO LTD.
Vice Chairman, JAPAN GEAR MANUFACTURERS
ASSOCIATION
Chairman, JAPAN GEAR MANUFACTURERS ASSOCIATION
Director，Member of the Board of the Company (to present)[Reasons for nomination as a candidate for Outside Director]
Mr. Takao Miyatani has extensive experience and considerable insight through his
many years of involvement in manufacturing as a business manager and chairman ofindustrial organizations. From this perspective, his instructive comments based on his
extensive insight as a business manager have contributed to increasing theeffectiveness of the Board of Directors and the Council for Enhancement ofCorporate Value. He has attended the Executive Officer Personnel Appointment
Review Meeting and the Executive Remuneration Meeting as a member of thosemeetings, and provided appropriate engagement and advice. After his election, theCompany expects him to appropriately perform his duties such as deciding importantmanagement matters, supervising business execution, and other activities as an
Outside Director of the Company. We therefore propose his re-election as a Director
to enable him to duly supervise the management as an Outside Director toward thesustainable enhancement of corporate value of the Company.

-9-12,000No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
April 1970
September 1999
January 2001
July 2002
October 2003
October 2005
April 2006
June 2007

Iwao Okamoto(June 25, 1946)

8<Reappointed><Outside Director><Independent
Director>
Term of office as a
Director:
6 years

April 2009
July 2009
May 2011
June 2015

Joined the Ministry of International Trade and Industry (MITI)(currently Ministry of Economy, Trade and Industry (METI))
Director-General, Basic Industries Bureau, MITI
Director-General, Manufacturing Industries Bureau, METI
Director-General, Agency for Natural Resources and Energy
Senior Executive Director, Japan Bank for International
Cooperation
Managing Executive Officer, SUMITOMO CORPORATION
Senior Managing Executive Officer, SUMITOMOCORPORATION
Representative Director, Senior Managing Executive Officer,
SUMITOMO CORPORATION
Representative Director, Assistant to President and CEO,SUMITOMO CORPORATION
President, Japan Cooperation Center for the Middle East (JCCME)
President Executive, JAPAN-CHINA ECONOMIC
ASSOCIATION
Director，Member of the Board of the Company (to present)[Reasons for nomination as a candidate for Outside Director]
Mr. Iwao Okamoto has extensive experience and considerable insight in industrial
and economic activities in Japan and abroad through his service in significant
positions in various organizations such as the Ministry of Economy, Trade andIndustry and the JAPAN-CHINA ECONOMIC ASSOCIATION. From thisperspective, his instructive comments, which are based on his extensive insight inindustrial and economic activities in Japan and abroad, have contributed toincreasing the effectiveness of the Board of Directors and the Council for
Enhancement of Corporate Value. He has attended the Executive Officer Personnel
Appointment Review Meeting and the Executive Remuneration Meeting as amember of those meetings, and provided appropriate engagement and advice. After
his election, the Company expects him to appropriately perform his duties such as
deciding important management matters, supervising business execution, and otheractivities as an Outside Director of the Company. We therefore propose his reelection as a Director to enable him to duly supervise the management as an Outside
Director toward the sustainable enhancement of corporate value of the Company.

- 10 -

Number ofshares of theCompany held

5,000

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1969
June 1998
June 2001
June 2003
June 2004
June 2005
June 2012
June 2013

Takeshi Uchiyamada(August 17, 1946)

9<Reappointed><Outside Director>
Term of office as a
Director:
3 years

June 2018

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Member of the Board of Directors, Toyota Motor Corporation
Managing Director, Toyota Motor Corporation
Senior Managing Director, Toyota Motor Corporation
Director of the Company
Executive Vice President, Toyota Motor Corporation
Vice Chairman of the Board of Directors, Toyota Motor
Corporation
Resigned from Director of the Company
Chairman of the Board of Directors, Toyota Motor Corporation (topresent)
Director，Member of the Board of the Company (to present)[Significant concurrent positions]
Chairman of the Board of Directors, Toyota Motor Corporation
External Director, Mitsui & Co., Ltd.

8,300

[Reasons for nomination as a candidate for Outside Director]
Mr. Takeshi Uchiyamada has extensive experience and considerable insight throughhis many years of involvement in manufacturing as a business manager. From thisperspective, his instructive comments based on his extensive insight as a business
manager have contributed to increasing the effectiveness of the Board of Directors
and the Council for Enhancement of Corporate Value. After his election, theCompany expects him to appropriately perform his duties such as deciding importantmanagement matters, supervising business execution, and other activities as an
Outside Director of the Company. We therefore propose his re-election as a Director
to enable him to duly supervise the management as an Outside Director toward thesustainable enhancement of corporate value of the Company.

(Notes)1. No conflicts of interest exist between the Company and candidates.
2. Messrs. Takao Miyatani, Iwao Okamoto, and Takeshi Uchiyamada are candidates for Outside Directors.
Terms of office of Messrs. Takao Miyatani and Iwao Okamoto as Outside Directors will reach six years at the conclusionof this meeting, and that of Mr. Takeshi Uchiyamada will reach three years at the conclusion of this meeting.
3. Messrs. Takao Miyatani and Iwao Okamoto are candidates for Independent Directors under the provisions of the Tokyo
Stock Exchange, etc.
4. The Company has concluded liability limitation agreements with Mr. Takao Miyatani, Mr. Iwao Okamoto and Mr.
Takeshi Uchiyamada to limit their liability as stipulated in article 423-1 of the Companies Act up to the minimum amountstipulated in article 425-1 of the Companies Act, in accordance with the Articles of Incorporation. If the election of Mr.
Takao Miyatani, Mr. Iwao Okamoto and Mr. Takeshi Uchiyamada is approved under this proposal, the Company intends
to conclude the same liability limitation agreement with them.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company and fullybears the insurance premiums. This insurance contract covers damages and litigation expenses in the event that a claim
for damages is made against the insured due to an act (including omission) committed by the insured in his/her capacity
as a director or an officer of the company. The Company, however, takes measures to ensure that the appropriateness ofthe execution of duties by directors and officers is not impaired by excluding from the scope of compensation any
damage caused by directors or officers who have committed criminal acts such as bribery or intentionally committed
illegal acts. If the election of the candidates is approved under this proposal, the Company will insure them under thisinsurance contract. In addition, the Company plans to renew the insurance policy with the same details at the time ofnext renewal.
6. The terms of office of the Directors are stated as of the conclusion of this meeting.

- 11 -

Proposal 3:

Determination of Remuneration for Granting Shares with Restrictions on Transfer to Directors(Excluding Outside Directors) and Revision of the Amount of Remuneration Payable to
Directors

Regarding the amount of remuneration payable to the Directors of the Company, the 112th Annual General
Meeting of Shareholders held on June 27, 2012 adopted a resolution to set the maximum amount of basic
remuneration at ¥70 million per month (including up to ¥3 million for Outside Directors). Accordingly, theCompany has to date been paying fixed remuneration within that amount and, as for the amount of bonuses
payable to Directors, obtained approval at the Annual General Meeting of Shareholders each time.
As part of a review of the executive remuneration system, the Company proposes paying remuneration for
granting shares with restrictions on transfer, or restricted shares, to Directors of the Company (excluding
Outside Directors; hereinafter referred to as “Eligible Directors.”) this time. The remuneration is designed toprovide Eligible Directors with more incentives to achieve sustainable enhancement of corporate value and tohave them further share value with shareholders.
Remuneration to be paid to the Eligible Directors for granting restricted shares based on this proposal will
be monetary claims (hereinafter referred to as “Monetary Claims.”) and its total amount will be up to ¥100
million per year, an amount considered reasonable for the above-mentioned purposes.
In line with the introduction of the proposed system, the Company proposes setting a yearly limit of the
remuneration for Directors instead of the monthly limit that we currently set. Moreover, the Company proposessetting the maximum total amount of the existing fixed remuneration and bonuses at ¥800 million per year(including up to ¥100 million per year for Outside Directors).
If this proposal is approved, the remuneration payable to Directors (excluding the amount of employee
salaries payable to Directors who are also employees) will be as shown in the table below.
Types of remuneration
Maximum amount of remuneration¥800 million per year
Fixed remuneration(including ¥100 million for
Bonus
Outside Directors)
Share-based remuneration¥100 million per year
¥900 million per year
Total
(including ¥100 million for
Outside Directors)
The current number of Directors is 13 (including 3 Outside Directors). If Proposal 2, “Election of 9
Directors” is approved as proposed, the number of Directors will be 9 (including 3 Outside Directors). No
bonuses are paid to Outside Directors because they are independently responsible for monitoring andsupervising the management.

- 12 -

<Details of the restricted share-based remuneration system>
Pursuant to the resolution of the Company’s Board of Directors, the Eligible Directors shall make an inkind contribution of all monetary claims to be provided based on this proposal and, in return, receive theCompany’s common stock that shall be issued or disposed of by the Company. The outline of the restricted
share-based remuneration system is as shown below. Other details related to this remuneration system and theshare allotment agreement (hereinafter referred to as the “Allotment Agreement”) shall be determined by theCompany’s Board of Directors.
Eligible persons
Directors of the Company (excluding Outside Directors)
Total amount of share-based
Up to ¥100 million per year (excluding the amount of employee salaries
remuneration
payable to Directors who are also employees)
Amount of share-based
remuneration for each
Determine each year considering the Company’s business results
Director
During 30 years from the allotment date under the Allotment Agreement,
the eligible persons must not transfer, create a security right on, andTransfer restriction period
dispose of the shares of the Company’s common stock allotted by the
Allotment Agreement.
Type of shares to be allotted
Issue or disposal of common stock (with transfer restrictions under theand method of allotment
Allotment Agreement)
Total number of shares to be
Up to 150,000 shares per year in total to the Eligible Directors (*)
allotted
Determined by the Board of Directors of the Company based on theclosing price of shares of common stock of the Company on the Tokyo
Stock Exchange on the business day immediately preceding the date ofAmount to be paid ineach resolution of the Board of Directors, within a range that is notparticularly advantageous to Eligible Directors who subscribe to thecommon stock(1) The restrictions on all allotted shares will be removed upon the
expiration of the transfer restriction period.
However, the restrictions will be removed if the Eligible Director
leaves the position due to expiry of his/her term of office, death orother justifiable reasons.
Conditions for removal of(2) When the Company decides a merger agreement whereby thetransfer restrictions
Company will be absorbed, or an organizational restructuring whereby
the Company will become a wholly owned subsidiary of another party
during the transfer restriction period, the Company will remove thetransfer restriction before the effective date of such organizational
restructuring or the like.
The Company will be able to acquire all allotted shares without
Acquisition of shares withconsideration in the event where the eligible person leaves the position
restrictions on transfer
due to violations of laws and regulations, or any other reason specified
without considerationby the Company’s Board of Directors, during the transfer restriction
period.
* The total number of the allotted shares, however, shall be adjusted to a reasonable extent in the event of a
split of the Company’s common stock (including the allotment of the common stock without consideration),a consolidation of shares, and any other reason that requires an adjustment in the total number of theCompany’s common stock to be issued or disposed of as the shares with restrictions on transfer.
The Company determined the maximum amount of remuneration, the total number of the Company’scommon stock to be issued or disposed of, and other conditions for granting the shares with restrictions ontransfer to the Eligible Directors based on this proposal based on the above-mentioned objectives, the businessconditions, the policies for deciding the contents of individual Directors’ remuneration, and othercircumstances. As such, the Company considers them to be reasonable.
If this proposal is approved as proposed, the Company intends to change the policies to the contents
described in the Reference column below to be consistent with the approved contents.

- 13 -

(Reference) Policies on Decisions on the Contents of Individual Remuneration to be Resolved at the Board of
Directors Meeting after this Annual General Meeting of Shareholders(1) Calculation method and policies for determining the amount of executive remuneration
The Company’s executive remuneration consists of fixed remuneration and performance-linked
remuneration (bonuses and share-based remuneration). The Company has set the calculation method andthe policies for determining the amount. The fixed remuneration covers 15 Directors and 5 Members of
the Audit & Supervisory Board as outlined in the Articles of Incorporation. The Company sets the
maximum total amount of remuneration at ¥800 million per year for Directors (including ¥100 million
per year for Outside Directors) and ¥240 million per year for Members of the Audit & Supervisory Board,
based on resolutions of the Annual General Meeting of Shareholders to be held on June 25, 2021. A
monthly base amount for each position is set as well.
The performance-linked remuneration, which consists of remuneration linked to business profit for eachfiscal year and remuneration paid depending on the degree of achievement of KPIs on safety and quality,
essential issues for the Company, is paid after the annual general meeting of shareholders. With 50% of
the above remuneration linked to business profit, the Company allots share-based remuneration to
Directors as medium- to long-term incentives.
Type of
Payment
Calculation method
remuneration
methodFixed
As per the calculation method and the policy for
Monetary
remuneration
determining the amountremunerations
Monetary
remunerations(50%)
Linked to business profit
PerformanceShare-based
linkedremuneration
remuneration(50%)
Linked to the degree of achieving KPIs on safety
Monetaryand quality
remunerations
The proportion of the fixed remuneration and the performance-linked remuneration is 7:3 in the case thatthe target indicators are achieved.
In determining the amount of remunerations, the Company comprehensively considers balance between
the public and the entire Company, dividends, employees’ bonus levels, trends of other companies andother factors.
The Company pays no performance-linked remuneration to full-time Members of the Audit &Supervisory Board or Outside Directors and Outside Members of the Audit & Supervisory Board.
(2) Remuneration determination process
The amount of individual remuneration was determined at the discretion of President Kazuhiro Sato,based on the resolution of the Board of Directors. This is to reflect the comprehensive view on the
Company’s performance in determining the remuneration amount while ensuring appropriateness froman objective perspective. The amount of individual remuneration calculated using the method describedabove, was proposed to the Executive Remuneration Meeting, members of which are the President andIndependent Outside Directors, for approval before final decision.

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