Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Security Code 6473)
June 7, 2018
To Shareholders with Voting Rights:
Tetsuo Agata
President
JTEKT Corporation
3-5-8 Minami-semba, Chuo-ku,
Osaka, JapanNOTICE OF
THE 118TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
You are cordially invited to attend the 118th Annual General Meeting of Shareholders of JTEKTCorporation (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights either in writing or via theInternet.
Please follow “Guidance on Exercising Your Voting Rights” on page 2 and exercise your voting rights byreference to the attached Reference Documents for the General Meeting of Shareholders by no later than 5:40
p.m. on Tuesday, June 26, 2018, Japan time.
1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. Japan time

2. Place:

Kujaku Room, 4F, Hotel Nikko Osaka located at
1-3-3 Nishi-Shinsaibashi, Chuo-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
118th Fiscal Year (April 1, 2017 - March 31, 2018) 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 118th Fiscal Year
(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 12 Directors
Proposal 2:
Election of 4 Members of the Audit & Supervisory Board
Proposal 3:
Payment of Directors’ Bonuses
Proposal 4:
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
as proxies.

-1-

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:June 27, 2018 (Wednesday),
10:00 a.m.

Deadline for voting:
The Form must be received by
5:40 p.m., Tuesday, June 26,
2018.

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., Tuesday, June 26,
2018.

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.

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 inaccordance with laws and regulations and the provisions of Article 14 of the Articles of Incorporation of theCompany. Therefore, they are not stated in this convocation notice.
Please note that 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 non-consolidated 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 posted on the Company’s website prior to the mail-out of this Noticefrom a perspective of early provision of information.
The Company’s website ▶ (https://www.jtekt.co.jp)
The Company’s website (English) ▶ (https://www.jtekt.co.jp/e/)-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We propose the appropriation of surplus as follows:
Matters related to the year-end dividend:
In consideration of the business results of the 118th Fiscal Year and business development in the future,
we propose the year-end dividend for the fiscal year under review as follows:(1) Matters related to the distribution of dividend properties to shareholders and the total dividend for the
fiscal year under review
Payment of 22 yen per share of common stock
Total: 7,546,264,858 yen
Combined with the interim dividend (21 yen per share), the total annual dividend for the fiscal year
under review will be 43 yen per share of common stock.
(2) Effective date of the dividend from surplus
June 28, 2018-3-

Proposal 2:

Election of 12 Directors

The terms of office of all 11 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. The Company will increase the number of Directors by 1 to enhance management system.
Accordingly, the election of 12 Directors is proposed.
The candidates are as follows:
No.

Current positions and responsibilities at
the Company

Name

1

<Reappointed>

Seiichi Sudo

Chairman

2<Reappointed>

Tetsuo Agata

President

3<Reappointed>

Hiroyuki Miyazaki

4<Reappointed>

Hiroyuki Kaijima

5<Reappointed>

Tomokazu Takahashi

6<Reappointed>

Takumi Matsumoto

7<Outside Director><Independent Director>

8<Outside Director><Independent Director>

Senior Executive Director
Quality Management Headquarters &Bearing Operations Headquarters
Executive Director
Sales & Marketing Headquarters
Executive Director
TQM Promotion Dept. & Corporate
Management Headquarters
Executive Director
Driveline Systems Business Headquarters<Reappointed>

Takao Miyatani

Director

Iwao Okamoto

Director<Reappointed>

9<Newly appointed>

Makoto Sano

10

<Newly appointed>

Shinji Kato

11

<Newly appointed>

Hirofumi Matsuoka

12<Outside Director><Newly appointed>

Takeshi Uchiyamada-4-

Executive Managing Officer
Safety and Health Control Dept.,
Environment Dept., Production
Engineering Headquarters, Purchasing
Headquarters & Production
Administration Headquarters
Managing Officer
Machine Tools and Mechatronics
Operations Headquarters
Executive Managing Officer
Steering Systems Business Headquarters

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1974

Seiichi Sudo
(April 21, 1951)
1<Reappointed>
Term of office
as a Director:
2 years

Tetsuo Agata(April 26, 1953)
2<Reappointed>
Term of office
as a Director:
5 years

Hiroyuki Miyazaki(May 23, 1956)
3<Reappointed>
Term of office
as a Director:
5 years

January 2012
June 2013
April 2016
June 2016

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Senior Managing Officer, Toyota Motor Corporation
Executive Vice President, Toyota Motor Corporation
Advisor of the Company
Chairman (to present)[Reasons for nomination as a candidate for Director]
Mr. Seiichi Sudo has a good personality with high ethical standards and fairness andhas garnered extensive experience and considerable insight as a business manager inJapan and abroad. He has served as Representative Director and Chairman of theCompany since 2016 and has appropriately supervised the management of theCompany toward the sustainable enhancement of corporate value and thereinforcement of corporate governance from a wide perspective and heightened
viewpoints backed by experience. We therefore propose his re-election as a Director
in order to promote group management and reinforce the corporate governance of
the Company.
Joined Toyota Motor Co., Ltd. (currently Toyota Motor
April 1976
Corporation)
Managing Officer, Toyota Motor Corporation
June 2004
Senior Managing Director, Toyota Motor Corporation
June 2008
Advisor, Toyota Industries Corporation
May 2011
Executive Vice President, Toyota Industries Corporation
June 2011
Advisor of the Company
May 2013
President (to present)
June 2013

20,00050,871[Reasons for nomination as a candidate for Director]
Mr. Tetsuo Agata has served as Representative Director and President of theCompany since 2013 and has appropriately supervised the management toward thereinforcement of the corporate governance and the enhancement of the corporate
value. He has a good personality with high ethical standards and fairness, and has
extensive experience and considerable insight as a business manager. We therefore
propose his re-election as a Director in order to promote group management andreinforce the corporate governance of the Company.
April 1980
Joined the Company
January 2008
Senior General Manager
June 2009Managing Officer
June 2012
Executive Managing Officer
June 2013
Executive Director
October 2014
Senior Executive Director (to present)[Current responsibilities]
Quality Management Headquarters, Bearing Operations Headquarters[Reasons for nomination as a candidate for Director]
Mr. Hiroyuki Miyazaki has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He is extensively
experienced in the field of engineering, R & D and quality, and has garnered
extensive experience and considerable insight as a director in charge of the Bearing
Operations Headquarters. We therefore propose his re-election as a Director in orderto realize the sustainable enhancement of corporate value of the Company.

-5-12,555No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
April 1979
February 2002

Hiroyuki Kaijima(August 26, 1956)
4<Reappointed>
Term of office
as a Director:
4 years

Tomokazu Takahashi(January 17, 1958)
5<Reappointed>
Term of office
as a Director:
2 years

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

June 2003
June 2005
January 2006
June 2012
June 2014

Number ofshares of theCompany held

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 (to present)[Current responsibilities]
Sales & Marketing Headquarters

11,138[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 as a director in charge of the Sales &Marketing Headquarters. We therefore propose his re-election as a Director in orderto realize the sustainable enhancement of corporate value of the Company.
April 1981
January 2006
June 2008
April 2013
April 2014
June 2016

Joined the Company
General Manager, Automotive Sales Planning Dept.
Managing Officer
Executive Managing Advisor
Executive Managing Officer
Executive Director (to present)[Current responsibilities]
TQM Promotion Dept., Corporate Management Headquarters

8,164[Reasons for nomination as a candidate for Director]
Mr. Tomokazu Takahashi 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 his involvement in the
management of operating companies in North America and Europe, and as a director
in charge of the Corporate Management Headquarters. We therefore propose his
re-election as a Director in order to realize the sustainable enhancement of 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 (to present)[Current responsibilities]
Driveline Systems Business Headquarters[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 abundant
experience in the engineering and development divisions. He has also garnered
extensive experience and considerable insight as a director in charge of the Driveline
Systems Business Headquarters of the Company. We therefore propose his
re-election as a Director in order to realize the sustainable enhancement of corporate
value of the Company.

-6-

3,314

No.

Name
(Date of birth)

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

Takao Miyatani(December 24, 1940)

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

Iwao Okamoto(June 25, 1946)

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

January 1999
June 1999
May 2000
May 2005
June 2015

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 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 and has supervised the management appropriately as an
Outside Director. We therefore propose his re-election as a Director to enable him to
duly supervise the management as an Outside Director toward the sustainableenhancement of corporate value of the Company.
April 1970
Joined the Ministry of International Trade and Industry (MITI)(currently Ministry of Economy, Trade and Industry (METI))
September 1999 Director-General, Basic Industries Bureau, MITI
January 2001
Director-General, Manufacturing Industries Bureau, METI
July 2002
Director-General, Agency for Natural Resources and Energy
October 2003
Senior Executive Director, Japan Bank for International
Cooperation
October 2005
Managing Executive Officer, SUMITOMO CORPORATION
April 2006
Senior Managing Executive Officer, SUMITOMOCORPORATION
June 2007
Representative Director, Senior Managing Executive Officer,
SUMITOMO CORPORATION
April 2009
Representative Director, Assistant to President and CEO,SUMITOMO CORPORATION
July 2009
President, Japan Cooperation Center for the Middle East (JCCME)
May 2011
President Executive, JAPAN-CHINA ECONOMIC
ASSOCIATION
June 2015
Director 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, and has supervised
the management appropriately as an Outside Director. We therefore propose his
re-election as a Director to enable him to duly supervise the management as an
Outside Director toward the sustainable enhancement of corporate value of theCompany.

-7-

Number ofshares of theCompany held

2,000

5,000

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1981
March 2014
April 2014
April 2015

Makoto Sano
(August 17, 1957)
9<Newly appointed>

Shinji Kato
(February 7, 1958)
10<Newly appointed>

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Senior General Manager, the Company
Managing Officer
Executive Managing Officer (to present)[Current responsibilities]
Safety and Health Control Dept., Environment Dept., Production Engineering
Headquarters, Purchasing Headquarters, Production Administration Headquarters

5,154[Reasons for nomination as a candidate for Director]
Mr. Makoto Sano has abundant experience and considerable insight garnered in
production administration and has fulfilled his roles and responsibilities
appropriately as a managing officer in charge of the Production Administration
Headquarters, Production Engineering Headquarters and Purchasing Headquarters of
the Company since April 2018. We therefore propose his election as a Director inorder to realize the sustainable enhancement of corporate value of the Company.
April 1981
Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
July 2010
General Manager, Mechatronics Systems Dept., Toyota Motor
Corporation
January 2017
Senior General Manager, the Company
April 2017Managing Officer (to present)[Current responsibilities]
Machine Tools and Mechatronics Operations Headquarters

589[Reasons for nomination as a candidate for Director]
Mr. Shinji Kato has abundant experience and considerable insight garnered in
production engineering and has fulfilled his roles and responsibilities appropriately asa managing officer of the Machine Tools and Mechatronics Operations Headquartersof the Company since April 2018. We therefore propose his election as a Director inorder to realize the sustainable enhancement of corporate value of the Company.
April 1985
April 2013
April 2014
April 2016
Hirofumi Matsuoka(December 25, 1961)
11

Joined the Company
General Manager, System Development Dept., Automotive
Systems Business Headquarters
Managing Officer
Executive Managing Officer (to present)[Current responsibilities]
Steering Systems Business Headquarters<Newly appointed>[Reasons for nomination as a candidate for Director]
Mr. Hirofumi Matsuoka has reliable product knowledge based on his abundant
experience garnered in steering engineering and has fulfilled his roles andresponsibilities appropriately as a managing officer of the Steering Systems Business
Headquarters of the Company since April 2018. We therefore propose his election asa Director in order to realize the sustainable enhancement of corporate value of theCompany.

-8-

5,667

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

Takeshi Uchiyamada(August 17, 1946)
12<Newly appointed><Outside Director>

June 2013

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, 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)

Number ofshares of theCompany held

8,300

[Significant concurrent positions]
Chairman of the Board of Directors, Toyota Motor Corporation[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. We therefore
determined he is suitable as an Outside Director to duly oversee the management
toward the sustainable enhancement of corporate value of the Company and propose
his election as a Director.

(Notes)
1. Mr. Takeshi Uchiyamada was during the last five years and is currently an executive person of Toyota Motor
Corporation, which is in a special relationship with the Company. Toyota Motor Corporation is our shareholder andhas business transactions including product sales with the Company. No conflicts of interest exist between the
Company and other candidates.
2. Mr. Takeshi Uchiyamada served as Outside Director of the Company in the past.
3. 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 three years at theconclusion of this meeting.
4. Messrs. Takao Miyatani and Iwao Okamoto are candidates for independent directors under the provisions of the Tokyo
Stock Exchange, etc.
5. The Company has concluded liability limitation agreements with Mr. Takao Miyatani and Mr. Iwao Okamoto to limit
their liability as stipulated in article 423-1 of the Companies Act up to the minimum amount stipulated in article 425-1of the Companies Act, in accordance with the Articles of Incorporation. If the election of Mr. Takeshi Uchiyamada isapproved under this proposal, the Company intends to conclude the same liability limitation agreement with him.
6. The terms of office of the Directors are stated as of the conclusion of this meeting.

-9-

Proposal 3:

Election of 4 Members of the Audit and Supervisory Board

The terms of office of all 5 Members of the Audit and Supervisory Board will expire at the conclusion ofthis Annual General Meeting of Shareholders. Accordingly, the election of 4 Members of the Audit andSupervisory Board is proposed.
The Company has obtained the consent of the Audit & Supervisory Board on the submission of this
proposal.
The candidates are as follows:
No.

Name

1

<Reappointed>

Hiroshi Takenaka

2<Newly appointed>

Atsushi Kume

3

4

<Newly appointed><Outside Member of the Audit & Supervisory Board><Independent Member of the Audit & Supervisory
Board><Newly appointed><Outside Member of the Audit & Supervisory Board>- 10 -

Takashi Yoshida
Hiroyuki Wakabayashi

No.

Name
(Date of birth)

Past experience and positions at the Company
April 1981

Hiroshi Takenaka(October 27,1958)<Reappointed>
1

2

January 2008
January 2011
April 2014
June 2014

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager, Intellectual Property Dept., R & D Center, theCompany
Senior General Manager
Senior General Manager, Engineering Headquarters
Member of the Audit & Supervisory Board (to present)

Term of office[Reasons for nomination as a candidate for Member of the Audit & Supervisory
as a Member of theBoard]
Audit & Supervisory
Mr. Hiroshi Takenaka has been serving as a Member of the Audit & Supervisory
Board:
Board since 2014, and he has extensive experience and considerable insight. We
4 years
expect him to oversee management of the Company and provide us with appropriate
suggestions and advices. We therefore propose his re-election as a Member of the
Audit & Supervisory Board.
April 1977
Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
January 2007
Seconded to Toyota Motor Engineering & Manufacturing North
America, Inc. (TEMA), equivalent to General Manager, Toyota
Motor Corporation
April 2011
Advisor of the Company
Atsushi Kume
June 2011
Managing Officer(September 22,
June 2012
Executive Director
1954)
June 2014
Senior Executive Director (to present)

13,41917,366<Newly appointed>

3[Reasons for nomination as a candidate for Member of the Audit & Supervisory
Board]Mr. Atsushi Kume has abundant experience in purchasing and has garnered
extensive experience and considerable insight as a director in charge of the
Production Engineering Headquarters and Production Administration Headquarters.
We expect him to oversee management of the Company and provide us withappropriate suggestions and advices. We therefore propose his election as a Memberof the Audit & Supervisory Board.
November 1978 Joined Asahi & Co. (currently KPMG AZSA LLC)
March 1982
Registered as Certified Public Accountant
Takashi Yoshida
August 1993
Registered as U.S. Certified Public Accountant(July 24, 1953)
May 2002
Partner, KPMG AZSA LLC
July 2015
Senior Partner, KPMG AZSA LLC<Newly appointed> June 2016
Resigned from KPMG AZSA LLC<Outside Member of July 2016
President, Yoshida CPA Office (to present)
the Audit &Supervisory Board> [Reasons for nomination as a candidate for Outside Member of the Audit &<Independent Member Supervisory Board]of the Audit &Mr. Takashi Yoshida has extensive insight in finance and accounting garnered
Supervisory Board> through his career as a CPA. We expect him to oversee management of theCompany and provide us with appropriate suggestions and advices. We therefore
propose his election as a Member of the Audit & Supervisory Board.

- 11 -

-

No.

Name
(Date of birth)

Hiroyuki
Wakabayashi(January 15, 1956)
4<Newly appointed><Outside Member ofthe Audit &Supervisory Board>

Past experience and positions at the Company
April 1979
June 2006
June 2013
April 2017

Number ofshares of theCompany held

Joined Nippondenso co., Ltd. (currently DENSO Corporation)
Executive Director
Senior Executive Director
Executive Vice President (to present)[Significant concurrent positions]Executive Vice President, DENSO Corporation[Reasons for nomination as a candidate for Outside Member of the Audit &Supervisory Board]
Mr. Hiroyuki Wakabayashi has extensive experience and insight as a business
manager and considerable expertise in corporate governance. We expect him tooversee management of the Company and provide us with appropriate suggestions
and advices. We therefore propose his election as a Member of the Audit &Supervisory Board.

(Notes)1. No conflicts of interest exist between the Company and candidates.
2. Messrs. Hiroyuki Wakabayashi and Takashi Yoshida are candidates for Outside Members of the Audit & Supervisory
Board.
3. Mr. Takashi Yoshida is a candidate for independent Member of the Audit and Supervisory Board under the provisionsof the Tokyo Stock Exchange, etc.
4. If the election of Mr. Hiroyuki Wakabayashi and Mr. Takashi Yoshida is approved under this proposal, the Company
intends to conclude liability limitation agreements with both of them to limit their liability as stipulated in article 423-1of the Companies Act up to the minimum amount stipulated in article 425-1 of the Companies Act, in accordance with
the Articles of Incorporation.
5. The terms of office of the Members of the Audit & Supervisory Board are stated as of the conclusion of this meeting.

- 12 -

Proposal 4:

Payment of Directors’ Bonuses

In consideration of the business results of the fiscal year under review, we propose the payment of
Directors’ bonuses in the total amount of 178,500,000 yen to 9 Directors (excluding Outside Directors) inoffice as of the end of the fiscal year under review. We also propose that decisions on the payment date,payment method, and amounts to be allocated to the respective directors be entrusted to the Board of
Directors.

- 13 -