Translation: Please note that the following purports to be an accurately translated
excerpt of the original Japanese version prepared for the convenience of investors
outside Japan. However, in the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail.
Stock Exchange Code: 3105
June 7, 2016

Dear Shareholders:Nisshinbo Holdings Inc.
2-31-11, Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo

Masaya Kawata
President and Representative Director

Notice of Convocation of
The 173rd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 173rd Ordinary General Meeting of Shareholdersof Nisshinbo Holdings Inc. (the “Company”).
If you are unable to attend the aforesaid meeting, you can exercise your votes
through either of the methods stated below. The Company respectfully requests you
to study the “Reference Document Concerning the General Meeting of Shareholders”
below and exercise your voting rights on or before 5:00 p.m. (JST) June 28, 2016
(Tuesday):[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your approval ordisapproval to the items on the agenda, and return the form to be received by the Company
by mail on or before the time limit stated above.
[In case of exercising voting rights via the Internet]
Please log in and indicate whether you approve or disapprove the items on the agenda by thetime limit stated above upon making reference to “Procedures for exercising voting rights by
the Internet” (though available for Japanese resident shareholders only).

PARTICULARS
1.

Date and Time of the Meeting:
Wednesday, June 29, 2016 at 10:00 a.m.

2.

Place of the Meeting:Large Conference Room, 7th Floor, Head Office of the Company at 2-31-11,
Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo, Japan1

3.

Matters to be dealt with at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial
Statements for the 173rd Fiscal Year (from April 1, 2015 to March
31, 2016) and the Results on the Audits of Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory
Board.
2. Report on the Non-Consolidated Financial Statements for the 173rd
Fiscal Year (April 1, 2015 to March 31, 2016).
Matters to be Resolved:

4.

Election of Ten (10) Directors

Second Item of Business:

Election of One (1) Substitute Audit &Supervisory Board Member

Third Item of Business:

DeterminationofAmountsofRemuneration for Directors by Stock
Acquisition
Rightsas
Stock
Compensation-Type Stock Options andthe Details

Fourth Item of Business:

Issue of Stock Acquisition Rights as
Stock Options

Matters related to Exercise of Voting Rights:
(1)
(2)
(3)

5.

First Item of Business:

In the event that a shareholder exercises voting rights both via return mail(Voting Rights Exercise Form) and the Internet, the Company will consider
the exercise of voting rights via the Internet to be valid.
In the event that a shareholder exercises voting rights via the Internet morethan once, the Company will consider the last exercise of voting rights to bevalid.
In the event that a shareholder exercises voting rights through an agent, theagent shall be a shareholder having a voting right. Furthermore, a document
verifying the power of attorney shall be submitted to the Company.

Matters related to document attached to the Notice of Convocation andReference Document Concerning the General Meeting of Shareholders(1)

Among documents to be attached to the Notice of Convocation, following
matters are made available on the Company’s website pursuant to therelevant laws and regulations, and the Articles of Incorporation of theCompany, but are not stated in the documents attached to the Notice ofConvocation.
① Notes to Consolidated Financial Statements② Notes to Non-Consolidated Financial Statements2(2)If there is any amendment to the contents of the Business Report, theConsolidated Financial Statements, the Non-consolidated Financial
Statements, the Reference Document Concerning the General Meeting of
Shareholders, the Company will announce such amendment on the
Company’s website (in only Japanese).
The Company’s homepage: http://www.nisshinbo.co.jp/[To Institutional Investors]
You may use the "electronic proxy-voting platform" for electromagnetic voting for the
General Shareholders Meeting of the Company.

3

Reference Document Concerning the General Meeting of Shareholders
Item of Business and reference matter
First Item of Business: Election of Ten (10) Directors
The term of office of all of the thirteen (13) Directors will expire at the conclusion of this
General Meeting. The Company has decided to decrease the number of Directors by three(3) in order to build a more efficient and flexible management structure through thedelegation of greater decision-making authority to Managing Officers regarding theexecution of the operations of the Company and the improvement of the supervisory
function of the Board of Directors. Accordingly, ten (10) Directors including four (4)Outside Directors are proposed to be elected.
The candidates are as follows:

4

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1975
June 2006

1

Number ofCompany’s
shares held

Joined the Company.
Managing Officer and General Manager of
Human Resources Division of the Company
April 2007
Deputy General Manager of Accounting and
Finance Division of the Company (served
concurrently)
June 2007
Director of the Company
April 2008
Deputy Chief of Business Support Center of
the Company
April 2009
President and Representative Director of
Nisshinbo Brake Inc.
June 2010
Director and Executive Managing Officer of
Masaya Kawata
67,992
the Company(April 20, 1952)
June 2011
Deputy Chief of Corporate Strategy Center
and General Manager of Business
Development Division of the Company (served
concurrently)
President and Representative Director of
Nisshinbo Chemical Inc.
June 2012
Director and Senior Executive Managing
Officer of the Company
President and Representative Director of
Nisshinbo Mechatronics Inc.
June 2013
President and Representative Director of theCompany (to the present)[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company, Mr. Masaya Kawata served as
President and Representative Director of three consolidated subsidiaries and chief officer of theBusiness Development Division. He has served as President and Representative Director of theCompany since 2013. The Company has judged that he would be fully able to perform his duties as
Director in light of his substantial management experience and expertise. Accordingly, he has been
proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

5

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1982
April 2008

2

Number ofCompany’s
shares held

Joined the Company
Managing Officer, Senior Manager ofCorporate Governance Department ofCorporate Strategy Center, Senior Manager
of Human Resources & Administration
Service Department of Business Support
Center (served concurrently) and General
Manager of Property Management
Department of the Company (served
concurrently)
April 2009
Deputy Chief of Business Support Center(served concurrently), Senior Manager ofCorporate Strategy Department of Corporate
Strategy Center (served concurrently) andSenior Manager of Finance and Accounting &IT Service Department of Business Support
Masahiro Murakami
Center of the Company (served concurrently)
16,900June
2010
Director and Chief of Business Support(September 7, 1958)
Center of the Company (served concurrently)
January 2012
Responsible for Property Management
Department of the Company (to the present)
June 2012
Director, Executive Managing Officer and
Deputy Chief of Corporate Strategy Center of
the Company (served concurrently)
June 2014
Chief of Corporate Strategy Center of theCompany (served concurrently, to thepresent)
Chairman and Director of Nisshinbo Paper
Products Inc. (to the present)
June 2015
Director and Senior Executive Managing
Officer of the Company (to the present)(Significant concurrent positions at companies other than the
Company)
Chairman and Director of Nisshinbo Paper Products Inc.
[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company, Mr. Masahiro Murakami served as chief
officer of the Finance and Accounting Department and the Administration Service Department. He
presently serves as chief officer of the Corporate Strategy Department and the Property
Management Department. The Company has judged that he would be fully able to perform his
duties as Director in light of his substantial administrative experience and expertise. Accordingly,
he has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

6

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1981
April 2007

Koji Nishihara(April 14, 1958)

3

Joined the Company
Managing Officer and Manager of Strategic
Planning Department and Overseas
Operation Department of Brake Division of
the Company (serviced concurrently)
April 2009
Director, Executive Managing Officer andGeneral Manager of Administration Divisionof Nisshinbo Brake Inc.
April 2010
Director, Vice President and General
Manager of Sale & Marketing Division of
Nisshinbo Brake Inc.
April 2011
General Manager of Production Division of
Nisshinbo Brake Inc.
June 2011
Director and Managing Officer of theCompany, President and Representative
Director of Nisshinbo Brake Inc. (to thepresent)
January 2012
Responsible for Brake Business of theCompany
June 2012
Responsible for Supervising Brake Businessof the Company (to the present)
June 2015
Director and Executive Managing Officer (tothe present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Nisshinbo Brake Inc.
Co-Representative Director of SAERON AUTOMOTIVECORPORATION

Number ofCompany’s
shares held

18,360[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company, Mr. Koji Nishihara served as President
and Representative Director of Nisshinbo Brake Inc., which is a consolidated subsidiary of theCompany. He is also supervising for the Brake Business of the Nisshinbo Group (the “Group”). The
Company has judged that he would be fully able to perform his duties as Director in light of his
substantial business experience and expertise. Accordingly, he has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

7

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1971
June 2005

4

Number ofCompany’s
shares held

Joined Japan Radio Co., Ltd.
Director in charge of Public Sector Businessof Japan Radio Co., Ltd.
April 2006
In charge of Solution Business Division,
Marine Electronics Division and Special
Equipment Division and General Manager ofSales & Marketing Division of Japan Radio
Co., Ltd.
April 2008
Director, Managing Officer and General
Manager of Solution Business Division ofJapan Radio Co., Ltd.
Takayoshi Tsuchida April 2009
Assistant of Operations and General
2,400Manager of Sales & Marketing of Japan(January 26, 1949)
Radio Co., Ltd.
June 2010
Representative Director, Executive Managing
Officer in charge of Operations and Sales &Marketing of Japan Radio Co., Ltd.
June 2011
President and Representative Director ofJapan Radio Co., Ltd. (to the present)
June 2014
Director and Managing Officer of theCompany (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Japan Radio Co., Ltd.
[Reason for election of candidate for Director]
Since 2011, Mr. Takayoshi Tsuchida has served as President and Representative Director of Japan
Radio Co., Ltd., which is a consolidated subsidiary of the Company. He has also assumed as a
Director of the Company since 2014. The Company has judged that he would be fully able toperform his duties as Director in light of his substantial business experience and expertise.
Accordingly, he has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

8

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
February 1985
June 1999
April 2002

5

Number ofCompany’s
shares held

Joined New Japan Radio Co., Ltd.
Director of New Japan Radio Co., Ltd.
General Manager of Standard IC Division of
New Japan Radio Co., Ltd.
June 2004
Managing Director of New Japan Radio Co.,Ltd.
April 2005
Executive of Semiconductor Business
Divisions and General Manager of
Semiconductor Technology Headquarters of
New Japan Radio Co., Ltd.
[New]
April 2006
General Manager of Semiconductor
Ryo Ogura0
Production Headquarters of New Japan(October 1, 1948)
Radio Co., Ltd.
June 2009
Representative Director and Executive
Managing Director of NJR FUKUOKA CO.,LTD.
June 2011
President and Representative Director of
New Japan Radio Co., Ltd. (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of New Japan Radio Co.,Ltd.
[Reason for election of candidate for Director]
Since 2011, Mr. Ryo Ogura has served as President and Representative Director of New Japan
Radio Co., Ltd., which is a consolidated subsidiary of the Company. The Company has judged that
he would be fully able to perform his duties as Director in light of his substantial businessexperience and expertise in the electronics segment, which is the core business of the Group.
Accordingly, he has been proposed as a candidate.

9

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1981
January 2007

6

Number ofCompany’s
shares held

Joined the Company
Assistant Manager of Miai Plant of theCompany
July 2007
Joined ALOKA CO., LTD.
June 2009
Director in charge of General Affairs andGeneral Manager of Internal Control
Promotion Department of ALOKA CO., LTD.
June 2011
Managing Officer, Senior Manager of CSR
Department and Corporate Strategy
Department of Corporate Strategy Center
Takayoshi Okugawa
19,200(served concurrently), and Senior Manager of(September 13, 1957)
Overseas Administration Service
Department of Business Support Center of
the Company (served concurrently)
June 2012
Director, Senior Executive Managing Officer
and General Manager of Business
Administration Department of Nisshinbo
Mechatronics Inc.
June 2014
Director, Managing Officer (to the present)
and Chief of Business Support Center of theCompany (to the present)[Reason for election of candidate for Director]
Mr. Takayoshi Okugawa previously served as Managing Officer of the Company and Director of aconsolidated subsidiary. He presently serves as a Director of the Company, and concurrently serves
as chief officer of the Finance and Accounting Department and the Administration Service
Department. The Company has judged that he would be fully able to perform his duties as Director
in light of his substantial administrative experience and expertise. Accordingly, he has been
proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

10

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1959

7

Number ofCompany’s
shares held

Joined Fukoku Mutual Life Insurance
Company
July 1984
Director of Fukoku Mutual Life Insurance
Company
March 1989
Managing Director of Fukoku Mutual Life
Insurance Company
July 1998
President and Representative Director of
Fukoku Mutual Life Insurance Company
June 2003
Outside Audit & Supervisory Board Member[Candidate forof the Company
Outside Director] June 2006
Outside Director of the Company (to the0present)
Tomofumi Akiyama
July 2010
Chairman and Director of Fukoku Mutual(August 13, 1935)
Life Insurance Company (to the present)(Significant concurrent positions at companies other than the
Company)
Chairman and Director of Fukoku Mutual Life Insurance
Company
Outside Director of FUJIKYUKO CO., LTD.
Outside Director of Imperial Hotel, Ltd.
Outside Director of Tokyo Dome Corporation
Outside Director of Showa Denko K.K.
[Reason for election of candidate for Outside Director]
Mr. Tomofumi Akiyama has been involved with corporate management for many years as presidentof life insurance company. The Company appointed him as a candidate for Outside Director in thehope that he would be able to utilize his substantial management experience and expertise in the
supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
14 of 16 meetings

11

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1963

8

Number ofCompany’s
shares held

Public Prosecutor of Tokyo District Court
Public Prosecutors Office
January 1981
Director of Juvenile Division of Criminal
Affairs Bureau of Ministry of Justice
August 1985
Special Trial Director of Tokyo High Public
Prosecutors Office
August 1987
Special Investigation Director of Tokyo
District Court Public Prosecutors Office
September 1989 Public Prosecutor of Supreme Public
Prosecutors Office
December 1991 Chief Prosecutor of Mito District Court Public
Prosecutors Office[Candidate forJuly 1993
Director-General of the Correction Bureau of
Outside Director]
Ministry of Justice0
July 1995
Director of the Criminal Affairs Bureau ofNoboru Matsuda
Supreme Public Prosecutors Office(December 13, 1933)
June 1996
Governor of Deposit Insurance Corporation ofJapan
June 2004
Advisor of Deposit Insurance Corporation ofJapan
September 2004 Registered as attorney-at-law (to the present)
June 2012
Outside Director of the Company (to thepresent)(Significant concurrent positions at companies other than the
Company)
Outside Director of Hakuhodo DY Holdings Incorporated.
Outside Director of Mitsubishi UFJ NICOS Co., Ltd.
Outside Director of Yomiuri Giants[Reason for election of candidate for Outside Director]
Mr. Noboru Matsuda has work experience as a prosecuting attorney and lawyer, and professional
knowledge about laws, etc. The Company appointed him as a candidate for Outside Director in thehope that he would be able to utilize his significant expert knowledge, substantial experience andexpertise in the supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
14 of 16 meetings

12

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company

Number ofCompany’s
shares held

April 1989

9

10

Professor of Faculty of Commerce andManagement of Hitotsubashi University
August 2000
Dean of Graduate School of Commerce andManagement and Faculty of Commerce andManagement of Hitotsubashi University
April 2003
Executive Vice President of Hitotsubashi
University
May 2004
President of Japan Society of Monetary[Candidate for
Economics
Outside Director] September 2004 Vice President of The Mont Pelerin Society0Professor Emeritus of Hitotsubashi
Yoshinori Shimizu April 2011
University (to the present) and Specially(February 9, 1948)
Appointed Professor of Graduate School ofCommerce and Management of Hitotsubashi
University
June 2012
Outside Director of the Company (to thepresent)(Significant concurrent positions at companies other than the
Company)
Outside Director of Century Tokyo Leasing Corporation[Reason for election of candidate for Outside Director]
Mr. Yoshinori Shimizu, as a university professor, has professional knowledge mainly about
monetary and finance. The Company appointed him as a candidate for Outside Director in the hopethat he would be able to utilize his significant expert knowledge, substantial experience andexpertise in the supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
All 16 meetings
April 1987
Jointed Ryoka Systems Inc.
[Candidate forOpened counseling business (to the present)
Outside Director] June 2003
June 2015
Outside Director of the Company (to the0
Shinobu Fujinopresent)(July 13, 1957)[Reason for election of candidate for Outside Director]
Ms. Shinobu Fujino, as a career counselor, has professional knowledge and experience mainly abouthuman resources development. The Company appointed her as a candidate for Outside Director in
the hope that she would be able to utilize her substantial knowledge and experience, as well as her
female viewpoint and sensitivity in the supervision of the management of the Group and thepromotion of diversity management.
[Attendance at the Board of Directors' meetings]
All 13 meetings (after her appointment on June 26, 2015)(Notes)1.
Mr. Koji Nishihara is a co-representative director of SAERON AUTOMOTIVECORPORATION, with which Nisshinbo Brake Inc., a wholly owned subsidiaryof the Company has a transactional relationship for the purchase of products, etc.
2.
Mr. Takayoshi Tsuchida is president and representative director of Japan Radio
Co., Ltd., a subsidiary of the Company, with which the Company has atransactional relationship for the lending and borrowing funds.
3.
Mr. Ryo Ogura is president and representative director of New Japan Radio Co.,
Ltd., a subsidiary of the Company, with which the Company has a transactional
13

4.
5.
6.

7.
(1)

(2)
(3)
(4)

8.

relationship for lending funds, etc.
There is no special interest between each of the other candidates and theCompany.
Mr. Tomofumi Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms.
Shinobu Fujino are candidates for Outside Directors.
Mr. Tomofumi Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms.
Shinobu Fujino have been designated as Independent Officers provided for by thestock exchanges on which the Company’s shares are listed and have been filedwith the relevant stock exchanges.
The term of office of candidates for Outside Directors and other related
information are as follows:
The term of office of Mr. Tomofumi Akiyama as Outside Director of theCompany will have been ten (10) years at the conclusion of this General
Meeting. Furthermore, he had been in the office of Outside Audit &Supervisory Board Member of the Company for three (3) years prior to hisassumption of the office of Outside Director of the Company.
The term of office of Mr. Noboru Matsuda as Outside Director of the Company
will have been four (4) years at the conclusion of this General Meeting.
The term of office of Mr. Yoshinori Shimizu as Outside Director of theCompany will have been four (4) years at the conclusion of this General
Meeting.
The term of office of Ms. Shinobu Fujino as Outside Director of the Company
will have been one (1) year at the conclusion of this General Meeting.
Furthermore, her name on the Family Registration is Ms. Shinobu Kato but her
name on business is Ms. Shinobu Fujino.
The Company has entered into a liability limiting agreement with Mr. Tomofumi
Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms. Shinobu Fujino
under which the liability for damages set forth in Article 423, Paragraph 1 of theCompanies Act shall be limited to the prescribed 5 million yen, or the amountprovided for in laws and regulations, whichever is higher, on the assumption thathe/she discharged his/her duties in good faith and without gross negligence. In theevent that each of them is reelected, the agreement will be continued.
Furthermore, in the event that these candidates are elected, the Company isscheduled to enter into liability limiting agreement equivalent thereto with them.

14Second Item of Business: Election of One (1) Substitute Audit & Supervisory Board
MemberIn preparation for a case in which the number in the office of Audit & Supervisory Board
Members becomes less than the minimum number provided for in laws and regulations, wewould like to ask shareholders to elect one (1) Substitute Audit & Supervisory Board
Member in advance.
The Board of Audit & Supervisory Board Members has consented to this Item ofBusiness.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Brief personal profile, title and significant concurrent
positions at companies other than the Company

Number ofCompany’s
shares held

April 1988

Registered as an attorney at law (to thepresent)
April 1988
Joined Tanaka & Takahashi Law OfficeMay
2001
Joined Clifford Chance Law Office
AtsushiMay 2011
Joined K&L Gates LLP
0Yamashita
October 2014
Joined Sonderhoff & Einsel Law and(March 5, 1958)
Patent Office (to the present)(Significant concurrent positions at companies other thanthe Company)
Outside Director of Kuroda Electric Co., Ltd.
[Reason for election of candidate for Substitute Audit & Supervisory Board Member]
Mr. Atsushi Yamashita has work experience as a lawyer and professional knowledge about
international legal affairs. The Company appointed him as a candidate for Substitute Audit &Supervisory Board Member in the hope that he would be able to utilize his significant expert
knowledge, substantial experience and expertise in the supervision of the management of theGroup.

(Notes)1.
There is no special interest between the candidate and the Company.
2.
Mr. Atsushi Yamashita is a candidate for Substitute Outside Audit & Supervisory
Board Members.
3.
Kuroda Electric Co., Ltd., where Mr. Atsushi Yamashita has assumed office as an
Outside Director, received a representation by one of its shareholders with regard
to the proposal of electing directors submitted by the shareholder and rejected at
the extraordinary meeting of shareholders held on August 21, 2015. Prior to theextraordinary meeting of shareholders, the statement was published under thename of “Jiseikai Group and All Employees” to express opposition against the
proposal. Kuroda was claimed by the shareholder that the statement had been
prepared wrongfully by some of Kuroda’s executive managers. In order toaddress this issue, Mr. Yamashita took the lead in the establishment of an outside
investigation committee and personnel selection to track down the facts. In
addition, he was actively involved with the imposition of disciplinary punishmentof persons concerned, the implementation of recurrence prevention measures andother necessary actions.
4.
In the event that the number in the office of Audit & Supervisory Board Member
is less than legal requirement, and Mr. Atsushi Yamashita assumes the office ofOutside Audit & Supervisory Board Member, the Company is scheduled to enter
15

into a liability limiting agreement with him, under which the liability for damages
set forth in Article 423, Paragraph 1 of the Companies Act shall be limited to theprescribed 5 million yen, or the amount provided for in laws and regulations,whichever is higher, on the assumption that he discharged his duties in good faithand without gross negligence.

Third Item of Business: Determination of Amounts of Remuneration for Directors
by Stock Acquisition Rights as Stock Compensation-Type
Stock Options and the Details
For the purpose of enhancing the motivation and morale of Directors (excluding
Outside Directors) of the Company in terms of enhancement of corporate value andcommon interest of shareholders, and promoting management of the Company withemphasis on shareholders and stock price, we would like to ask shareholders to approveto allot stock acquisition rights to Directors (excluding Outside Directors) to the extent
of 40 million yen per annum.
The above amounts of remuneration are calculated in accordance with the calculation
method generally accepted for fair value and are not included in the aggregate
remuneration to Directors in group of “not more than 400 million yen per year”, which
was approved at the 162nd Ordinary General Meeting of Shareholders held on June 29,
2005. Furthermore, in the event that the First Item of Business is approved as originallyproposed, the number of Directors to whom the stock acquisition rights are allotted is six(6).
Details of Stock Acquisition Rights to be allotted as remuneration(1) Total number of stock acquisition rights:
Up to 500 stock acquisition rights.
(2) Type and number of shares to be issued upon exercise of stock acquisition rights:
The upper limit of common stock of the Company to be allotted shall be 50,000
shares and the number of shares to be issued upon exercise of one stock acquisitionright shall be 100 shares (the “Number of Allotted Shares”).
Furthermore, in the event that on and after the date on which stock acquisitionrights are issued (the “Issue Date”) shares of the Company are split or consolidated
the number of shares to be issued upon exercise of stock acquisition rights shall be
adjusted in proportion to the ratio of such split or consolidation of shares. Provided,
however, that such adjustment shall be made only for the number of shares to beissued upon exercise of stock acquisition rights unexercised at the time of the stock
split or stock consolidation, and any fractional shares less than one share resulting
from such adjustment shall be disregarded.
(3) Amount to be paid for the issue of stock acquisition rights:
No amount in cash shall be required to be paid for the issue of stock acquisitionrights.
(4) Amount of the property to be contributed upon exercise of stock acquisition rights:
Amount of the property to be contributed upon exercise of each stock acquisitionright shall be the amount obtained by multiplying the amount to be paid per share to
be delivered upon exercise of the stock acquisition right (the “Exercise Price”) by
the Number of Allotted Shares. The Exercise Price shall be an amount obtained by16multiplying the average of the closing prices of the Company’s shares of common
stock in the ordinary trading on each of the days (other than days on which no
trading of the Company’s shares was executed) of the month immediately prior tothe month into which the Issue Date falls on the Tokyo Stock Exchange by 1.05
with any fraction less than one (1) yen being rounded up to full one (1) yen;
Provided, however, that if the amount so obtained is lower than the closing price of
the Company’s share on the Issue Date, the Exercise Price shall be the closing priceon the Issue Date. In the event that on and after the Issue Date the Company splits
or consolidates shares of common stock of the Company, the Exercise Price shallbe adjusted in accordance with the following formula with any fraction less thanone (1) yen resulting from adjustment being rounded up to full one (1) yen.
Exercise Priceafter adjustment=

Exercise Price
before adjustment

1
Ratio of split or consolidationx

Furthermore, in the event on and after the Issue Date the Company issues sharesof common stock or disposes of treasury stock at the issue price lower than the thenmarket price, the Exercise Price shall be adjusted in accordance with the following
formula with any fraction less than one (1) yen resulting from adjustment being
rounded up to full one (1) yen; Provided, however, that if shares are issued ortreasury stock is disposed of upon exercise of stock acquisition rights, the Exercise
Price shall not be adjusted.

Exercise
Price after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issuedx+Number of sharesalready issued

Number of shares
newly issued(or disposed)xAmount paid
per share

Current market price per share+

Number of shares
newly issued (or disposed)

In the above formula, “number of shares already issued” means the total number ofshares of common stock in issue deducted by the number of treasury stock ofcommon stock.
(5) Exercise period of stock acquisition rights:
On and after August 1, 2018 to July 31, 2023 (inclusive)(6) Conditions for exercise of stock acquisition rights:
(i)

(ii)
(iii)

Holders of stock acquisition rights may exercise their stock acquisitionrights only while they are in the office of Directors; Provided, however, thatin the event that he resigns due to expiration of his term or justifiable cause,the foregoing shall not be applicable.
Stock acquisition rights shall not be allowed to be inherited.
Any other condition for exercise shall be provided for in an allotment
agreement to be entered into between the Company and Director to whom
stock acquisition rights are allotted upon resolutions of this Ordinary
General Meeting of Shareholders and the Board of Directors of theCompany.

(7) Matters related to Paid-in Capital and Capital Reserve to be increased as a result ofissue of shares upon exercise of stock acquisition rights:
17

(i) The paid-in capital shall increase by a half of the increase limit in capital, etc.
calculated in accordance with Article 17, Paragraph 1 of the Companies
Accounting Regulation in the event that shares are issued upon exercise ofstock acquisition rights, with any fraction less than one (1) yen resulting from
calculation being rounded up to full one (1) yen.
(ii) Amount increased in the capital reserve shall be an amount obtained bysubtracting the increase of the paid-in capital stated in (i) above from theincrease limit in capital, etc. stated in (i) above in the event that shares areissued upon exercise of stock acquisition rights.
(8) Event of acquisition of stock acquisition rights:
In case that a proposed merger agreement in which the Company is dissolved, or a
proposed company split agreement or company split plan in which the Company
is split, or a proposed share exchange or share transfer agreement in which theCompany becomes a wholly-owned subsidiary of another company, is approvedat the General Meeting of Shareholders of the Company, the Company may
acquire stock acquisition rights without compensation on the date separately
determined by the Board of Directors.
(9) Transfer of stock acquisition rights:
Transfer of stock acquisition rights shall be subject to approval of the Board of
Directors of the Company.
(10) Delivery of stock acquisition rights upon merger, etc. of the Company:
In case of a merger, absorption-type company split, newly incorporation-typecompany split, or share exchange or transfer, the Company may deliver stockacquisition rights of the company surviving the merger, etc. to holders of stockacquisition rights in accordance with the relevant agreement or plan.
Fourth Item of Business: Issue of Stock Acquisition Rights as Stock Options
We would like to ask shareholders to approve the determination of subscription
requirements of stock acquisition rights to be issued without compensation as stock options
to Managing Officers (excluding Directors, the same applicable hereafter) and employees
pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act as follows:1.

Reasons for issue of stock acquisition rights with especially favorable conditions
For the purpose of enhancing the motivation and morale of Managing Officers andemployees of the Company in terms of enhancement of corporate value and common
interest of shareholders, stock acquisition rights will be issued without compensation
to execute the stock option system.

2.

Details of Stock Acquisition Rights(1) Persons to be allotted with stock acquisition rights:
Persons whom the Board of Directors designates from among Managing Officers
and employees for the reason that they are in important position of the Company
from a viewpoint of management of the Company (the “Allottee”).
(2) Total number of stock acquisition rights:
18

Up to 1,500 stock acquisition rights.
(3) Type and number of shares to be issued upon exercise of stock acquisition rights:
The upper limit of common stock of the Company to be allotted shall be 150,000
shares and the number of shares to be issued upon exercise of one stock acquisitionright shall be 100 shares (the “Number of Allotted Shares”).
Furthermore, in the event that on and after the date on which stock acquisitionrights are issued (the “Issue Date”) shares of the Company are split or consolidated
the number of shares to be issued upon exercise of stock acquisition rights shall be
adjusted in proportion to the ratio of such split or consolidation of shares. Provided,
however, that such adjustment shall be made only for the number of shares to beissued upon exercise of stock acquisition rights unexercised at the time of the stock
split or stock consolidation, and any fractional shares less than one share resulting
from such adjustment shall be disregarded.
(4) Amount to be paid for the issue of stock acquisition rights:
No amount in cash shall be required to be paid for the issue of stock acquisitionrights.
(5) Amount of the property to be contributed upon exercise of stock acquisition rights:
Amount of the property to be contributed upon exercise of each stock acquisitionright shall be the amount obtained by multiplying the amount to be paid per share to
be delivered upon exercise of the stock acquisition right (the “Exercise Price”) by
the Number of Allotted Shares. The Exercise Price shall be an amount obtained bymultiplying the average of the closing prices of the Company’s shares of common
stock in the ordinary trading on each of the days (other than days on which no
trading of the Company’s shares was executed) of the month immediately prior tothe month into which the Issue Date falls on the Tokyo Stock Exchange by 1.05
with any fraction less than one (1) yen being rounded up to full one (1) yen;
Provided, however, that if the amount so obtained is lower than the closing price of
the Company’s share on the Issue Date, the Exercise Price shall be the closing priceon the Issue Date. In the event that on and after the Issue Date the Company splits
or consolidates shares of common stock of the Company, the Exercise Price shallbe adjusted in accordance with the following formula with any fraction less thanone (1) yen resulting from adjustment being rounded up to full one (1) yen.
Exercise Priceafter adjustment=

Exercise Price
before adjustmentx

1
Ratio of split or consolidation

Furthermore, in the event on and after the Issue Date the Company issues shares ofcommon stock or disposes of treasury stock at the issue price lower than the thenmarket price, the Exercise Price shall be adjusted in accordance with the following
formula with any fraction less than one (1) yen resulting from adjustment being
rounded up to full one (1) yen; Provided, however, that if shares are issued ortreasury stock is disposed of upon exercise of stock acquisition rights, the Exercise
Price shall not be adjusted.

19

ExercisePrice after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issuedx+Number of sharesalready issued

Number of shares
newly issued(or disposed)xAmount paid
per share

Current market price per share+

Number of shares
newly issued (or disposed)

In the above formula, “number of shares already issued” means the total number ofshares of common stock in issue deducted by the number of treasury stock ofcommon stock.
(6) Exercise period of stock acquisition rights:
On and after August 1, 2018 to July 31, 2023 (inclusive).
(7) Conditions for exercise of stock acquisition rights:
(i)

(ii)
(iii)

Holders of stock acquisition rights may exercise their stock acquisitionrights only while they are in the office of Directors, Audit & Supervisory
Board Members, Managing Officers, employees of the Company; Provided,
however, that in the event that Director, Audit & Supervisory Board
Member or Managing Officer resigns due to expiration of his term or
employee retires upon reaching the age limit or justifiable cause, theforegoing shall not be applicable.
Stock acquisition rights shall not be allowed to be inherited.
Any other condition for exercise shall be provided for in an allotment
agreement to be entered into between the Company and the Allottee upon
resolutions of this Ordinary General Meeting of Shareholders and the Boardof Directors of the Company.

(8) Matters related to Paid-in Capital and Capital Reserve to be increased as a result ofissue of shares upon exercise of stock acquisition rights:
(i)

(ii)

The paid-in capital shall increase by a half of the increase limit in capital,
etc. calculated in accordance with Article 17, Paragraph 1 of the Companies
Accounting Regulation in the event that shares are issued upon exercise ofstock acquisition rights, with any fraction less than one (1) yen resulting
from calculation being rounded up to full one (1) yen.
Amount increased in the capital reserve shall be an amount obtained bydeducting the increase of the paid-in capital stated in (i) above from theincrease limit in capital, etc. stated in (i) above in the event that shares areissued upon exercise of stock acquisition rights.

(9) Event of acquisition of stock acquisition rights:
In case that a proposed merger agreement in which the Company is dissolved, or a
proposed company split agreement or company split plan in which the Company issplit, or a proposed share exchange or share transfer agreement in which theCompany becomes a wholly-owned subsidiary of another company, is approved at
the General Meeting of Shareholders of the Company, the Company may acquire
stock acquisition rights without compensation on the date separately determined by
the Board of Directors.
(10) Transfer of stock acquisition rights:

20

Transfer of stock acquisition rights shall be subject to approval of the Board of
Directors of the Company.
(11) Delivery of stock acquisition rights upon merger, etc. of the Company:
In case of a merger, absorption-type company split, newly incorporation-typecompany split, or share exchange or transfer, the Company may deliver stockacquisition rights of the company surviving the merger, etc. to holders of stockacquisition rights in accordance with the relevant agreement or plan.

- End -

21