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
other forms of damages arising from this translation.
Securities code: 7280
June 4, 2024
(Date of Commencement of Measures for Electronic Provision: May 29, 2024)
To shareholders with voting rights:
Katsuyoshi Kitada
Representative Director, President
MITSUBA Corporation
1-2681 Hirosawa-cho, Kiryu-shi,
Gunma
Japan

CONVOCATION NOTICEFOR THE 79TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We also would like to extend our sincerest sympathies to the victims and their families affected by the2024 Noto Peninsula Earthquake and pray for the earliest recovery of the affected areas.
We are pleased to notify you that the 79th Annual General Meeting of Shareholders of MITSUBA
Corporation (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision of information, and posted matters to be provided electronically as “CONVOCATION NOTICEFOR THE 79TH ANNUAL GENERAL MEETING OF SHAREHOLDERS” and “Other Matters to be
Provided Electronically (Matters Not to be Provided in Document for Delivery)” on the following
Company’s website.
The Company’s website:
https://www.mitsuba.co.jp/en/news_ir/
In addition to the above, the information is also posted on the Tokyo Stock Exchange (TSE)’s website.
Please access the following TSE’s website (Listed Company Search), and input “MITSUBA” into [Issue
name (company name)] or “7280” into [Code] and click “Search”, and select [Basic information] and then[Documents for public inspection/PR information] to review the information.
TSE’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting, you can exercise your voting rights in writing or via the Internet. Please
review the Reference Documents for the General Meeting of Shareholders included in the matters to beprovided electronically, and exercise your voting rights by 5 p.m. (JST) on Wednesday, June 19, 2024.
Thursday, June 20, 2024 at 10 a.m. (JST)
1. Date and Time:
2. Place:

7F Hall, Mitsuba Building, MITSUBA Corporation
1-2789-1 Hirosawa-cho, Kiryu City, Gunma Prefecture

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 79th Fiscal Year (April
1, 2023 - March 31, 2024)
2. Results of audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements for the Company’s 79th

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Fiscal Year (April 1, 2023 - March 31, 2024)
Matters to be resolved:
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Issuance of Shares for Subscription (Class D Shares) by Allocation to Third
Party
Proposal No. 3:
Election of Four Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 4:
Election of Three Directors Serving as Audit and Supervisory Committee
Members

Guidance on Exercise of Voting Rights
If you can attend the meeting
When attending the meeting, the shareholder him/herself (the same shall apply for a proxy, who shall also be a shareholderof the Company holding voting rights) must submit the enclosed Voting Rights Exercise Form at the reception desk.
In the case of attendance by a proxy, please present a document evidencing authority of the proxy along with the Voting
Rights Exercise Form (pursuant to the provisions of the Articles of Incorporation of the Company, a proxy must be a shareholderof the Company holding voting rights).
Please be advised that the admission procedure may take time if you forget to bring the Voting Rights Exercise Form withyou.

Date of the General Meeting of Thursday, June 20, 2024 at 10 a.m. (JST)Shareholders:If you are unable to attend the meeting➢ By mailPlease indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form and return it by
the following deadline. Please note that if there is no indication of your vote for or against on the Voting Rights Exercise Form,we will treat it as if it was presented as vote for.

Deadline for exercise:

5 p.m. on Wednesday, June 19, 2024

➢ Via the Internet
Please access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/) (available only inJapanese) and exercise your voting rights by the following deadline.

Deadline for exercise:

5 p.m. on Wednesday, June 19, 2024

Please see page 4 for the method of exercising voting rights via the Internet.
For institutional investors
In addition to the above method for exercising voting rights via the Internet, institutional investors may
exercise their voting rights by using the electronic voting platform operated by ICJ, Inc. Please note that
this service is only available for those who requested it in advance.
➢
➢
➢

➢

The reception is scheduled to start at 9 a.m.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
For resource-saving purposes, please bring this Convocation Notice with you.
Please note that no souvenirs will be distributed to attending shareholders in consideration of ensuring fairness
between shareholders who are present at and those who are absent from the General Meeting of Shareholders. We
appreciate your understanding.
Of the matters to be provided electronically, the following matters are not provided in the paper copy sent toshareholders (including the paper copy to be sent to shareholders who have requested it). Therefore, the paper copy
sent to shareholders is a part of the documents audited by the Audit and Supervisory Committee and the Accounting
Auditor for preparing their audit report.
(1) Consolidated Statements of Changes in Net Assets, (2) Notes to Consolidated Financial Statements in theConsolidated Financial Statements

-2-

➢

(3) Non-Consolidated Statements of Changes in Net Assets, (4) Notes to Non-Consolidated Financial Statements in
the Non-Consolidated Financial Statements
Should the matters to be provided electronically require any revisions, the revised version will be posted on thewebsite containing these matters.

-3-

Method of Exercise of Voting Rights Via the Internet
1. Access the voting rights exercise website (https://evote.tr.mufg.jp/) (available only in Japanese)(1) Click “Next.”
2. Login(2) Enter your Login ID and Temporary Password, which are printed in the bottom right corner of the
Voting Rights Exercise Form. (The Company notifies shareholders of a new Login ID and a new
Temporary Password each time it convenes a General Meeting of Shareholders.)(3) Click “Login.”● Voting rights exercise website(1) Exercise of voting rights via the Internet is possible only by accessing the voting rights exercise
website designated by the Company (https://evote.tr.mufg.jp/) (available only in Japanese) from apersonal computer or a smartphone. (However, service is suspended from 2:30 a.m. to 4:30 a.m.
every day.)(2) Depending on the environment of Internet usage through personal computers or smartphones, andInternet providers’ services or types of communication devices used, there are cases where thevoting rights exercise website is not available. For more information, please contact the Help Desk
below.
● Costs incurred for accessing the voting rights exercise website
Internet connection fees, telecommunication charges, and other fees incurred by accessing the voting
rights exercise website through a personal computer or a smartphone shall be borne by the shareholder.
● Treatment of voting rights exercised multiple times(1) If you have exercised your voting rights both by mail and via the Internet, the exercise of voting
rights via the Internet shall be deemed effective.
(2) If you have exercised your voting rights multiple times via the Internet, the content of the final
exercise shall be deemed effective.
System-related inquiries:
Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Toll-free service phone number in Japan: 0120-173-027
Operating hours: 9 a.m. – 9 p.m.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Items
Proposal No. 1: Partial Amendment of the Articles of Incorporation
1.

Reasons for Amendments(1) At a Board of Directors meeting held on May 10, 2024, the Company resolved that, pursuant to
the provisions of Article 107, paragraph 2, item iii of the Companies Act and Article 11,
paragraph 7 and Article 11, paragraph 23 of the Articles of Incorporation, it will acquire Class A
shares and Class C shares (collectively the “Existing Class Shares,” the total issuance amount of
15.0 billion yen) issued by the Company and held by Japan Industrial Solutions Fund II for cash
and will retire the existing class shares pursuant to the provisions of Article 178 of theCompanies Act on the condition that such acquisition is done. In accordance with the resolution,
the Company will conduct said acquisition and retirement on June 28, 2024 and will remove theprovisions of the Articles of Incorporation pertaining to Class A shares, Class B shares, and ClassC shares.
(2) In order to enable Class D shares to be issued, the Company will add Class D shares as new classof shares and will newly establish provisions on Class D shares (the “Amendment of the Articles
of Incorporation”). Please refer to Proposal No. 2 for the reasons the issuance of Class D sharesis required. We will conduct the Amendment of the Articles of Incorporation on the condition
that: i) Proposals No. 1 and No. 2 are approved as originally proposed; ii) no later than the dateof the Annual General Meeting of Shareholders, a proposal on the Amendment of the Articles ofIncorporation is approved by a Class A General Meeting of Class Shareholders and a Class C
General Meeting of Class Shareholders (the “Meetings of Class Shareholders”) which plan toresolve it in writing pursuant to Article 319, paragraph 1 as applied mutatis mutandis pursuant to
Article 325 of the Companies Act; and iii) the acquisition and retirement of existing class shares
have been completed.

2.

Content of Amendments
The details of the amendments are as follows(Underlines indicate changes.)
Current Articles of Incorporation
Draft Amendments to the Articles of Incorporation(Total Number of Authorized Shares and Total (Total Number of Authorized Shares and Total
Number of Authorized Class Shares)
Number of Authorized Class Shares)
Article 5 The total number of authorized shares of Article 5 The total number of authorized shares of
the Company shall be 150 million.
the Company shall be 150 million.
The total number of authorized class shares
The total number of authorized class sharesof the Company shall be as follows for eachof the Company shall be as follows for eachclass of shares:
class of shares:
Common shares
150 million shares
Common shares
150 million sharesClass A shares
15,000 sharesClass D shares
200 sharesClass B shares
6,000 sharesClass C shares
5,000 shares(Number of Shares per Unit)(Number of Shares per Unit)
Article 6 The number of shares constituting one Article 6 The number of shares constituting one
unit of shares of common stock of theunit of shares of common stock of theCompany shall be 100 shares, and theCompany shall be 100 shares, and thenumber of shares constituting one unit ofnumber of shares constituting one unit ofClass A shares, Class B shares, and Class C
Class D shares shall be one share.
shares shall be one share each.

-5-Current Articles of Incorporation
Chapter II-2 Class A Shares(Class A Preferred Dividends)

Draft Amendments to the Articles of Incorporation
Chapter II-2 Class D Shares(Class D Preferred Dividends)

Article 11-2 When the Company pays a dividend of
surplus based on a record date that belongs toa business year, such payment shall be made,according to the order of priority of thepayment set forth in Article 11-10, paragraph
1, in the amount specified in paragraph 2 foreach Class A share (the money to be paid perClass A share as a result of such dividend
shall be hereinafter referred to as “Class A
Preferred Dividends”) to shareholders
holding Class A shares (hereinafter referred
to as “Class A Shareholders”) or registeredpledgees of Class A shares (hereinafterreferred to as “Class A Shareholders, etc.”
together with Class A Shareholders) who arestated or recorded in the final shareholder
registry as of the record date for the
distribution of such surplus (hereinafterreferred to as “Dividend Record Date”). If
the amount obtained by multiplying the Class
A Preferred Dividends by the number ofClass A shares to which each of the Class A
Shareholders, etc. has rights includes afraction of less than one yen, such fraction
shall be rounded down.

Article 11-2 When the Company pays a year-end
dividend of surplus in accordance with theprovisions of Article 40, paragraph 2, such
dividend shall be paid to shareholders holding
Class D shares (hereinafter referred to as “Class D
Shareholders”) or registered pledgees of Class D
shares (hereinafter referred to as “Class D Share
Registered Pledgees”; hereinafter referred to as”
Class D Shareholders, etc.” together with Class D
Shareholders) who are stated or recorded in the
final shareholder registry as of the record date forthe relevant year-end dividend, before theshareholders holding common shares (hereinafterreferred to as “Common Shareholders”) or
registered pledgees of common shares(hereinafter referred to as “Common Share
Registered Pledgees”; hereinafter referred to as“Common Shareholders, etc.” together with
Common Shareholders) who are stated orrecorded in the final shareholder registry as of thesame date, as Class D Preferred Dividends per
Class D Share, in the amount calculated by prorating, with one year being 365 days, the amountof money calculated by multiplying the sum of theamount to be paid in for Class D shares and the
Unpaid Class D Preferred Dividends (as definedin the following paragraph) after the year-end
dividend for the previous business year (if any) by
7.8% per annum, for the actual number of days
during the period from the first day of the businessyear that includes the record date for the relevant
year-end dividend (however, if the record date forthe relevant dividend of surplus belongs to thesame business year as the payment date, it shall be
the payment date) (including the same day) to therecord date for the dividend of such surplus(including the same day) (hereinafter referred toas “Class D Preferred Dividend Amount”)(however, the division shall be made at the end
and calculated to the third decimal place below theunit of yen and rounded off to the second decimal
place). However, in the business year containing
the record date of the year-end dividends, if theClass D Preferred Interim Dividends set forth in
Article 11-3 have been paid, the amount obtainedby deducting the total amount thereof shall be
paid. If the Company acquires the Class D shares
during the period between the record date for such
year-end dividend and the date on which such
year-end dividend is paid, the Company shall not
be required to pay a year-end dividend pertaining
to such record date with respect to such Class D
shares.

-6-Current Articles of Incorporation
Draft Amendments to the Articles of Incorporation
2. The amount of the Class A Preferred Dividends 2. If in a business year, the total amount of surplus
shall be calculated by pro-rating, with one year
per share paid to the Class D Shareholders, etc.,
being 365 days (however, 366 days when thedoes not reach the Class D Preferred Dividend
business year includes a leap day), the amount of
Amount when calculated with the last day of themoney calculated by multiplying 1,000,000 yen
relevant business year as the record date, the(hereinafter referred to as “Amount Equivalent toshortfall (hereinafter referred to as “Unpaid Class
Paid-in Amount” in this Chapter) by 6.0%, for the
D Preferred Dividends”) shall be accumulated
actual number of days during the period from thefrom the following business year onward.
first day of the business year that includes therelevant Dividend Record Date (however, in thecase where such day belongs to the business year
ended on the last day of March 2021, the date ofissuance of Class A shares) (including the sameday) to the relevant Dividend Record Date(including the same day) (the division shall bemade at the end and calculated to the second
decimal place below the unit of yen, rounded to
the first decimal place). However, if surplus isdistributed to the Class A Shareholders, etc. on thebasis of a record date prior to the relevant
Dividend Record Date during the business year
containing the relevant Dividend Record Date, theamount of Class A Preferred Dividends pertaining
to the relevant Dividend Record Date shall be theamount obtained by deducting the total amount ofClass A Preferred Dividends paid for each such
distribution.
3 The Company shall not pay dividends of surplus 3. The Company shall not pay dividends fromto the Class A Shareholders, etc. in excess of thesurplus to Class D Shareholders, etc., in excess ofamount of Class A Preferred Dividends and thethe total amount of Class D Preferred Dividends.
Amount Equivalent to Class A Cumulative
Unpaid Dividends (as defined in paragraph 4).
However, this shall not apply to the distribution of
surplus prescribed in Article 758, item (viii), (b)or Article 760, item (vii), (b) of the Companies
Act made as part of the absorption-type company
split procedures conducted by the Company, or
the distribution of surplus prescribed in Article
763, paragraph (1), item (XII), (b) or Article 765,
paragraph (1), item (viii), (b) of the Companies
Act made as part of the incorporation-typecompany split procedures conducted by theCompany.
4. In the case where the total amount of dividends of(Deleted)surplus per share made to Class A Shareholders,etc. on the basis of the record date that belongs toa business year (excluding the dividend in theAmount Equivalent to Class A Cumulative
Unpaid Dividends (as defined below)
accumulated in accordance with this paragraphwith respect to Class A Preferred Dividends
pertaining to each business year prior to thatbusiness year) does not reach the amount of Class
A Preferred Dividends pertaining to that businessyear (meaning the amount of Class A Preferred
Dividends to be calculated in accordance with-7-

Current Articles of Incorporation
paragraph 2 in the case where a dividend of
surplus is assumed to be paid with the last day of
the that business year as the record date; however,the provisions of the proviso to paragraph 2 shallnot be applied in such calculation), the shortfall
shall be accumulated in the business year
immediately following that business year
(hereinafter referred to as “Business Year with the
Shortfall” in this paragraph) and the subsequentbusiness years. The accumulated amount, in thiscase, shall be the amount obtained by adding theamount calculated by compounding annually at aninterest rate of 6.0% per annum in each businessyear following the Business Year with the
Shortfall and thereafter (however, for the firstyear, the period from the day following theordinary general meeting of shareholders for theBusiness Year with the Shortfall (hereinafterreferred to as “Ordinary General Meeting of
Shareholders for the Business Year with the
Shortfall” in this paragraph) (including the sameday) to the last day of the business year following
the Business Year with the Shortfall (including thesame day)) from the day (including the same day)following the Ordinary General Meeting of
Shareholders for the Business Year with the
Shortfall until the day when the accumulated
amount is distributed to the Class A Shareholders,etc. (including the same day). Such calculation
shall be made on a pro-rata daily basis, with one
year being 365 days (or 366 days if the relevantbusiness year includes a leap day), and thedivision shall be made at the end and calculated tothe second decimal place below the unit of yen,rounded to the first decimal place. The amountaccumulated in accordance with this paragraph(hereinafter referred to as “Amount Equivalent toClass A Cumulative Unpaid Dividends”) shall be
distributed to the Class A Shareholders, etc. in theorder of priority of the payment set forth in Article
11-10, paragraph 1. If the amount obtained bymultiplying the Amount Equivalent to Class A
Cumulative Unpaid Dividends to be distributedby the number of Class A shares to which each of
the Class A Shareholders, etc. has rights includes
a fraction of less than one yen, such fraction shallbe rounded down.

-8-

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
Draft Amendments to the Articles of Incorporation(Class A Preferred Dividends)(Class D Preferred Interim Dividends)
Article 11-3 When the Company distributes residual Article 11-3 When the Company pays dividends ofassets, it shall pay, per Class A share, to Class
surplus (hereinafter referred to as “Interim
A Shareholders, etc. the amount obtained by
Dividend”) with a record date other than theadding the Amount Equivalent to Class A
last day of the business year (hereinafter
Cumulative Unpaid Dividend and the Daily
referred to as “Record Date for Interim
Unpaid Preferred Dividends set forth in
Dividend”) in accordance with theparagraph 3 to the Amount Equivalent toprovisions of Article 40, paragraphs 2 and 3,
Paid-in Amount (hereinafter referred to as
the Company shall pay, per Class D Share, to“Class A Residual Asset Distribution
the Class D Shareholders, etc. who are stated
Amount”), according to the order of priority
or recorded in the final shareholder registryof the payment set forth in Article 11-10,
as of the Record Date for Interim Dividend,paragraph 2. However, in this paragraph, if
before the Common Shareholders, etc., thethe day on which the distribution of residual
dividend of surplus in cash in the amountassets is made (hereinafter referred to as
calculated by, after multiplying the total of“Distribution Date” in this Chapter) falls
the amount to be paid in for the Class D
between the day following a Dividend
shares and the Unpaid Class D Preferred
Record Date (including the same day) andDividends (if any) after the year-end
the time at which the dividend of surplus isdividend for the previous business year bypaid based on such Dividend Record Date,
7.8% per annum, dividing the resulting
the Amount Equivalent to Class A
amount by 365 days (however, the division
Cumulative Unpaid Dividends shall beshall be made at the end and calculated to thecalculated, deeming that dividend of surplus
third decimal place below the unit of yen andbased on such Dividend Record Date is notrounded off to the second decimal place) forpaid. If the amount obtained by multiplying
the actual number of days during the period
the Class A Residual Asset Distribution
from the first day of the business year thatAmount by the number of Class A shares toincludes the Record Date for Interim
which each of the Class A Shareholders, etc.
Dividend (however, if the Record Date forhas rights includes a fraction of less than one
Interim Dividend belongs to the sameyen, such fraction shall be rounded down.
business year as the payment date, it shall be
the payment date) (including the same day)to the Record Date for Interim Dividend(including the same day) (hereinafterreferred to as “Class D Preferred Interim
Dividends”). However, in the business year
containing the Record Date for Interim
Dividend, if the Class D Preferred Interim
Dividends set forth in this Article have been
paid during the period up to the relevantInterim Dividend, it shall be the amountobtained by deducting the total amountthereof. If the Company acquires the Class D
Shares during the period between the Record
Date for Interim Dividend and the date on
which such Interim Dividend is paid, theCompany shall not be required to pay an
Interim Dividend pertaining to the Record
Date for Interim Dividend with respect tosuch Class D Shares.
2. No distribution of residual assets shall be made to(Deleted)
the Class A Shareholders, etc. in addition to theprovisions of the preceding paragraph.

-9-Current Articles of Incorporation
3. The Daily Unpaid Preferred Dividends per ClassA share shall be the amount equivalent to theClass A Preferred Dividends calculated inaccordance with Article 11-2, paragraph 2(hereinafter, in this Chapter, the daily unpaid
preferred dividends per Class A share shall bereferred to as “Daily Unpaid Preferred
Dividends”) assuming that the Class A Preferred
Dividends are paid in the business year
containing the Distribution Date with such
Distribution Date as the record date.

Draft Amendments to the Articles of Incorporation(Deleted)(Voting Rights)(Distribution of Residual Assets)
Article 11-4 The Class A Shareholders shall not have Article 11-4 When the Company distributes residual
voting rights at any general meeting ofassets, the Company shall distribute, pershareholders unless otherwise provided forClass D share, to Class D Shareholders, etc.
by laws and regulations.
before the Common Shareholders, etc. theamount equivalent to the basic redemption
price set forth in paragraph 2 of the following
Article less the amount equivalent to the
deduction amount (however, the amountequivalent to basic redemption price and theamount equivalent to the deduction amountshall be calculated in the basic redemption
price formula and the deduction amountformula by replacing the “Class D
Redemption Claim Date” with the “Residual
Asset Distribution Date” (meaning the dateon which the distribution of the residual
assets is made; the same shall apply
hereinafter) and replacing the “Class D
Preferred Dividends paid before redemption
claim” with the “Class D Preferred
Dividends paid before dissolution” (meaning
the amount of Class D Preferred Dividends
paid during the period up to the Residual
Assets Distribution Date (including the Class
D Preferred Interim Dividends paid during
the period up to the Residual Assets
Distribution Date)).
If the Class D
Preferred Dividends paid before dissolution
have been paid more than once, the amountequivalent to the deduction amount shall becalculated for each of the Class D Preferred
Dividends paid before dissolution, and thetotal of these amounts shall be deducted fromthe amount equivalent to basic redemption
price.
(Newly established)
2. No distribution of residual assets shall be made toClass D Shareholders, etc. in addition to thepreceding paragraph.

- 10 -

Current Articles of Incorporation(Right to Claim Acquisition of Common Share
Consideration)

Draft Amendments to the Articles of Incorporation(Right to Claim Acquisition of Cash Consideration)

Article 11-5 A Class A Shareholder may, at any timeon and after the date of issuance of Class A
shares, request that the Company acquire allor part of the Class A shares that they hold(hereinafter referred to as “Claim for
AcquisitionofCommonShare
Consideration” in this Chapter) in exchange
for the delivery of the number of commonshares set forth in paragraph 2 (hereinafterreferred to as “Common Shares Subject to
Claim” in this paragraph), and the Company
shall deliver the Common Shares Subject to
Claim to such Class A Shareholder to theextent permitted by laws and regulations in
exchange for the acquisition of the Class A
shares pertaining to such Claim for
AcquisitionofCommonShare
Consideration.

Article 11-5 A Class D Shareholder may at any time
request that the Company deliver cash inexchange for the acquisition of all or part oftheir Class D Shares (hereinafter referred toas “Class D Redemption Claim”) to theextent possible under the laws andregulations, up to the distributable amountprescribed in Article 461, paragraph 2 of theCompanies Act. When such claim(hereinafter, the date on which the Class D
Redemption Claim was made is referred to as“Class D Redemption Claim Date”) is made,the Company shall carry out acquisition
procedures in accordance with the provisionsof laws and regulations. If a redemption
claim is made in excess of the amountavailable for distribution on the Class D
Redemption Claim Date and only a portionof the claimed Class D shares can beacquired, the number of shares to be acquired
shall be determined on a pro-rata basis, bylot, or by other reasonable method
determined by the Board of Directors.
2. The acquisition price per Class D share shall becalculated by deducting the deduction amountfrom the basic redemption price, and theseamounts shall be calculated by the following
formula. However, the division shall be made at
the end and calculated to the third decimal place
below the unit of yen and rounded off to thesecond decimal place. If the Class D Preferred
Dividends paid before redemption claim specified
in the formula below are paid more than once, thededuction amount shall be calculated for each of
the Class D Preferred Dividends paid before
redemption claim, and the total of these amounts
shall be deducted from the basic redemption price.
(Basic redemption price calculation formula)
Basic redemption price= 50 million yen × (1+0.078) m+n/365
The number of days in the period from thepayment date (including the same date) to theClass D Redemption Claim Date (including thesame date) is “m years and n days,” and“m+n/365” represents the index of “(1+0.078).”

2. The number of common shares to be delivered in
exchange for the acquisition of Class A sharesshall be the number obtained by, after multiplying
the sum of the Amount Equivalent to Paid-in
Amount per Class A share, the Amount
Equivalent to Class A Cumulative Unpaid
Dividends, and the Daily Unpaid Preferred
Dividends by the number of the Class A sharespertaining to Claim for Acquisition of Common
Share Consideration, dividing the resulting
amount by the acquisition price set forth inparagraphs 3 and 4. In this Article, the“Distribution Date” in the calculation of theamount of Daily Unpaid Preferred Dividends
shall be replaced with the “effective date of Claim
for Acquisition of Common Share Consideration”
to calculate such amount. In addition, if the total
number of common shares to be delivered in
exchange for the acquisition of the Class A sharespertaining to the Claim for Acquisition ofCommon Share Consideration includes a fractionof less than one share, such fraction shall be
rounded off, and in this case, the money specified
in Article 167, paragraph (3) of the Companies (Calculation formula for deduction amount)
Act shall not be delivered.
Deduction amount = Class D Preferred Dividends
paid before redemption claim × (1+0.078) x+y/365
The “Class D Preferred Dividends paid before
redemption claim” shall be the amount of theClass D Preferred Dividends paid on or after thepayment date (including Class D Preferred- 11 -

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation
Interim Dividends paid during the period up to theClass D Redemption Claim Date).
The number of days from the payment date of theClass D Preferred Dividends paid before
redemption claim (including the same day) to theClass D Redemption Claim Date (including thesame day) is “x years and y days,” and “x+y/365”
represents the index of “(1+0.078).

3. The initial acquisition price shall be the greater of 3. A Class D Redemption Claim under paragraph 1(a) or (b) below:of this Article shall become effective when the(a) 390.3 yen
written claim for such redemption pertaining to(b) Value obtained (it shall be calculated to the second
the Class D shares arrives at the Company’s headdecimal place below the unit of yen and rounded
office.
off to the first decimal place) by multiplying the
average value of the volume weighted average
price (hereinafter referred to as “VWAP”) of theordinary trading of the Company’s commonshares as announced by the Tokyo Stock
Exchange, Inc. (hereinafter referred to as “Tokyo
Stock Exchange”) for the 20 consecutive trading
days preceding July 15, 2020 and the 20
consecutive trading days following July 15, 2020
(July 15, 2020 is not inclusive) by 0.9; the“trading day” means a day on which ordinary
trading of the Company’s common shares isconducted on the Tokyo Stock Exchange, andshall not include the days on which VWAP is notannounced.
4. Adjustment of Acquisition Price(a) If any of the following events occur, theacquisition price shall be adjusted as follows:[1] In the case of a share split or allotment of shares
without contribution with respect to commonshares, the acquisition price shall be adjusted
according to the following formula. In the case ofallotment of shares without contribution, in thefollowing formula, the “Number of commonshares outstanding before split” shall be replacedwith the “Number of common shares outstanding
before allotment without contribution (excluding,however, common shares held by the Company atthe time)” and the “Number of common shares
outstanding after split” shall be replaced with the“Number of common shares outstanding after
allotment without contribution” (excludingcommon shares held by the Company at thattime)” respectively.
[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
split
C = Number of common shares outstanding after- 12 -(Deleted)

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation

split
The adjusted acquisition price shall be applied on
or after the day following the record date
pertaining to the split of shares or on or after theeffective date of the allotment of shares without
contribution (in cases where the record date
pertaining to the allotment of shares without
contribution is specified, the day following said
record date).
[2] In the case of a consolidation of common shares,
the acquisition price shall be adjusted according
to the following formula:[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
consolidation
C = Number of common shares outstanding after
consolidation
The adjusted acquisition price shall be applied on
or after the effective date of share consolidation.
[3] If the Company issues common shares or disposesof common shares held by the Company at a paidin amount that falls below the market price percommon share specified in (d) below (in the caseof allotment of shares without contribution,
excluding cases of acquisition of shares or shareoptions (including those attached to bonds withshare options; hereinafter the same shall apply inthis paragraph) acquired in exchange for thedelivery of common shares, exercise of shareoptions for common shares, or delivery ofcommon shares due to merger, share exchange, orcompany split), the acquisition price shall be
adjusted in accordance with the following formula(hereinafter referred to as “Acquisition Price
Adjustment Formula” in this paragraph). The“Paid-in amount per share” in the Acquisition
Price Adjustment Formula shall be the appropriate
appraisal value of the property when property
other than money is the subject of thecontribution. The adjusted acquisition price shallbe applied on or after the day following thepayment date (the last day of the payment period,
if a payment period is specified), or if a record
date for allotment to shareholders is specified, onor after the day following such record date(hereinafter referred to as “Shareholder Allotment
Date” in this paragraph). In the cases where theCompany disposes of common shares that it
holds, the “Number of common shares to be
newly issued” and the “Number of commonshares held by the Company” in the following
formula shall be replaced with the “Number ofcommon shares held by the Company to bedisposed” and the “Number of common shares- 13 -

Current Articles of Incorporation
held by the Company before disposition”
respectively.
Adjusted acquisition price = A × (B - C + D × E ÷F) ÷ (B - C + D)
A = Unadjusted acquisition price
B = Number of common shares outstanding
C = Number of common shares held by theCompany
D = Number of common shares to be newly issued
E = Paid-in amount per share
F = Market price per common share[4] If the Company issues or disposes of shares forwhich the delivery of common shares may betaken at an acquisition price per common sharethat falls below the market price per commonshare specified in (d) below (including the case ofallotment of shares without contribution) by
causing the Company to acquire or by being
acquired by the Company, the adjusted acquisition
price shall be the amount calculated by applying
such price to “Paid-in amount per share” in the
Acquisition Price Adjustment Formula, deemingthat all of the shares to be issued or disposed ofare acquired under the initial conditions andcommon shares are delivered on the payment date
for such shares (or, if a payment period is
specified, the last day of such payment period; thesame shall apply hereinafter in this [4]), in thecase of the allotment of shares without
contribution, on the day when it takes effect (if arecord date for the allotment of shares without
contribution is specified, on such record date; thesame shall apply hereinafter in this [4]) or if there
is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on
or after the day following the payment date, or in
the case of an allotment of shares without
contribution, on or after the day following the dayon which such allotment takes effect, or if there isa Shareholder Allotment Date, on or after the day
following such date. Notwithstanding theforegoing, if the consideration for the commonshares to be delivered upon the acquisition is not
fixed at the time stated above, the adjusted
acquisition price shall be calculated, deeming that
all of the shares to be issued or disposed of at thetime such consideration is fixed are acquired andcommon shares are delivered under the conditions
as of the time such consideration is fixed and theadjusted acquisition price shall be applied on orafter the day following the day on which theconsideration is fixed.
[5] If the Company issues share options for which thedelivery of common shares may be taken at a pricewhere the sum of the amount to be paid in for theshare options per common share and the amount- 14 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporationof properties to be contributed upon the exerciseof the share options (in the case wherecontributions are in the form of properties otherthan cash, the appropriate appraisal amount ofsuch properties; hereinafter the same shall apply
in this [5]) falls below the market price percommon share specified in (d) below (including
the case of allotment of share options without
contribution) by exercising them or by being
acquired by the Company, the adjusted acquisition
price shall be the amount calculated by using suchtotal amount of the paid-in price of share options
per common share and the price per commonshare of properties to be contributed upon exerciseof share options as the “Paid-in amount per share”
in the Acquisition Price Adjustment Formula,deeming that all of share options to be issued are
exercised or acquired under the initial conditions
and common shares are delivered on the allotment
date of such share options, in the case of theallotment of share options without contribution,on the day when it takes effect (if a record date forthe allotment of share options without
contribution is specified, on such record date; thesame shall apply hereinafter in this [5]), or if there
is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on
or after the day following the allotment date ofshare options, or in the case of an allotment ofshare options without contribution, on or after the
day following the day on which such allotment
takes effect, or if there is a Shareholder Allotment
Date, on or after the day following such date.
Notwithstanding the foregoing, if theconsideration for the common shares to bedelivered upon the acquisition or exercise is not
fixed at the time stated above, the adjusted
acquisition price shall be calculated, deeming that
all of the share options to be issued at the timesuch consideration is fixed are exercised or
acquired and common shares are delivered under
the conditions as of the time such consideration isfixed and the adjusted acquisition price shall beapplied on or after the day following the day on
which the consideration is fixed. However,adjustments of acquisition price pursuant to this[5] shall not apply to share options for commonshares to be issued for the purpose of stock
options to directors, Audit & Supervisory Board
members, executive officers or other officers or
employees of the Company or its subsidiaries.
(b) In addition to the reasons listed in (a) above, if anyof [1] through [3] below is applicable, theCompany shall appropriately adjust theacquisition price after notifying Class A
Shareholders, etc. in writing in advance of such

- 15 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
fact, the reasons therefor, the adjusted acquisition
price, the date of application and other necessary
matters:[1] When the adjustment of the acquisition price isrequired for a merger, share exchange, acquisitionof all of the outstanding shares of another stockcompany through share exchange, share transfer,absorption-type company split, succession to allor part of the rights and obligations held byanother company in relation to its businessthrough an absorption-type company split, orincorporation-type company split;[2] When two or more events for adjusting theacquisition price occur together, and it isnecessary, with regard to the market price to be
used in calculating the adjusted acquisition pricebased on one of the events, to consider the effectof the other events; or[3] Other cases where the acquisition price needs tobe adjusted due to the occurrence of a change oran event that may cause a change in the numberof common shares outstanding (excluding,however, the number of common shares held by
the Company).
(c) If calculation is necessary for adjustment of theacquisition price, it shall be made to the second
decimal place below the unit of yen, rounded to
the first decimal place.
(d) The market price per common share used in the
Acquisition Price Adjustment Formula shall be
the average value of the VWAP for the 30
consecutive trading days preceding the date on
which the adjusted acquisition price (calculated tothe second decimal place below the unit of yen
and rounded off to the first decimal place) is
applied (or if a reason for adjusting the acquisition
price is announced on the timely disclosure
information inspection service provided by the
Tokyo Stock Exchange, the date of suchannouncement). The term “trading day “ means a
day on which ordinary trading of the Company’scommon shares is conducted on the Tokyo Stock
Exchange, and shall not include a day on which
VWAP is not announced.
(e) If, as a result of the calculation in adjusting an
acquisition price, the difference between theadjusted acquisition price and the unadjusted
acquisition price is less than 0.1 yen, theadjustment of the acquisition price shall not be
made. However, adjustments that have become
unnecessary pursuant to this (e) will be carriedforward and taken into account in the subsequentadjustment calculations.

- 16 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
5. Place for Receiving Claim for Acquisition ofCommon Share Consideration
Shareholder Registry Administrator Office: 4-5,
Marunouchi 1-Chome, Chiyoda-ku, Tokyo
Stock Transfer Agency, Mitsubishi UFJ Trust andBanking Corporation
6. Effectuation of Claim for Acquisition of Common
Share Consideration
The Claim for Acquisition of Common Share
Consideration shall become effective when the
documents required for the Claim for Acquisitionof Common Share Consideration reach the place
for receiving Claim for Acquisition of Common
Share Consideration stated in the preceding
paragraph or on the desired effective date stated in
the said documents, whichever is later.

Draft Amendments to the Articles of Incorporation(Right to Claim Acquisition of Cash and Class B (Acquisition Clause for Cash Consideration)
Share Consideration)
Article 11-6 A Class A Shareholder may, at any
time on and after the date of issuance of ClassA shares, to the extent permitted by the laws
and regulations, request that the Company
acquire all or part of the Class A shares thatthey hold (however, partial acquisitions shallbe limited to an integral multiple of 1,000
shares) in exchange for the delivery of (i) the
cash set forth in paragraph 2 (hereinafterreferred to as “Cash Subject to Claim”) and(ii) the number of Class B Shares set forth inparagraph 3 (hereinafter referred to as “ClassB Shares Subject to Claim”) (hereinafterreferred to as “Claim for Acquisition of Cashand Class B Share Consideration”), and theCompany shall deliver the Cash Subject to
Claim and the Class B Shares Subject to
Claim to such Class A Shareholder to theextent permitted by laws and regulations in
exchange for the acquisition of the Class A
shares pertaining to such Claim for
Acquisition of Cash and Class B Share
Consideration.

- 17 -

Article 11-6 The Company may, at any time,acquire all or some of the Class D Shares inexchange for money up to the distributableamount, upon the arrival of a date separately
determined in accordance with a resolutionof the Company’s Board of Directors(hereinafter referred to in this Article as“Class D Compulsory Redemption Date”),
regardless of the intentions of Class D
Shareholders, etc. When acquiring a part ofClass D shares, the number of shares to beacquired shall be determined by proportional
allocation, lottery, or any other reasonable
method specified based on a resolution of theBoard of Directors. The number of shares tobe acquired shall be determined. The
acquisition price per Class D share shall be
the amount equivalent to the basic
redemption price set forth in paragraph 2 ofthe preceding Article less the amountequivalent to deduction amount (however,
the amount equivalent to basic redemption
price and the amount equivalent to deduction
amount shall be calculated in the basic
redemption price formula and the deduction
amount formula by replacing the “Class D
Redemption Claim Date” with the “Class D
Compulsory Redemption Date” andreplacing the “Class D Preferred Dividends
paid before redemption claim” with the“Class D Preferred Dividends paid before
compulsory redemption” (meaning theamount of the Class D Preferred Dividends
paid during the period up to the Class D
Compulsory Redemption Date (including theClass D Preferred Interim Dividends paid
during the period up to the Class D

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation
Compulsory Redemption Date)).
If the Class D Preferred Dividends paid
before redemption claim are paid on multiple
occasions, an amount equivalent to the
deduction amount shall be calculated foreach of Class D Preferred Dividends paid
before redemption claim, and the combined
total amount shall be deducted from theamount equivalent to basic redemption price.

2. The amount of cash to be delivered in exchange
for the acquisition of Class A Class Shares shallbe the amount obtained by multiplying the sum of
the Amount Equivalent to Paid-in Amount perClass A share, the Amount Equivalent to Class A
Cumulative Unpaid Dividends, and the Daily
Unpaid Preferred Dividends by the number ofClass A Class Shares pertaining to the Claim for
Acquisition of Cash and Class B Share
Consideration. In this Article, the “Distribution
Date” in the calculation of the amount of Daily
Unpaid Preferred Dividends shall be replacedwith the “effective date of Claim for Acquisitionof Cash and Class B Share Consideration” tocalculate such amount. If there is a fraction of lessthan one yen in the cash to be delivered in
exchange for the acquisition of Class A Sharespertaining to the Claim for Acquisition of Cashand Class B Share Consideration, such fraction
shall be rounded down.
3. The number of Class B shares to be delivered in
exchange for the acquisition of Class A sharesshall be the number obtained by, after calculating
the amount obtained by multiplying the amountobtained by multiplying the Amount Equivalent toPaid-in Amount per Class A share by the
Redemption Factor (as defined in the following
Article) less the Amount Equivalent to Paid-in
Amount per Class A share by the number of theClass A shares pertaining to the Claim for
Acquisition of Cash and Class B Share
Consideration, dividing the resulting amount by
1,000,000 yen. In this Article, the “CashConsideration Redemption Date” in the
Redemption Factor shall be replaced with the“effective date of Claim for Acquisition of Cashand Class B Share Consideration.” In addition, if
the total number of Class B shares to be delivered
in exchange for the acquisition of the Class A
shares pertaining to the Claim for Acquisition ofCash and Class B Share Consideration includes afraction of less than one share, such fraction shallbe rounded off, and in this case, the monies
specified in Article 167, paragraph 3 of theCompanies Act shall not be delivered.

(Deleted)- 18 -(Deleted)

Current Articles of Incorporation
4. The Claim for Acquisition of Cash and Class B
Share Consideration shall become effective when
the documents required for the Claim for
Acquisition of Cash and Class B Share
Consideration reach the Company or on thedesired effective date stated in such documents,
whichever is later.

Draft Amendments to the Articles of Incorporation(Deleted)(Acquisition Clause for Cash Consideration)(Right to Claim Acquisition of Common Share
Consideration)

Article 11-7 At any time on and after the date ofissuance of the Class A Shares, the Company
may, upon the arrival of a date separately
determined by the Company’s Board of
Directors (hereinafter referred to as “CashConsideration Redemption Date” in this
Article), acquire all or part of the Class A
shares (however, partial acquisitions shall belimited to an integral multiple of 5,000
shares) for cash consideration to the extent
permitted by laws and regulations upongiving written notice (which shall beirrevocable) to the Class A Shareholders, etc.
at least 20 trading days (meaning the day on
which ordinary trading of the Company’scommon shares is conducted on the Tokyo
Stock Exchange) before the Cash
Consideration Redemption Date (hereinafterreferred to as “Cash Consideration
Redemption” in this Article), and theCompany shall, in exchange for acquiring theClass A Shares pertaining to such Cash
Consideration Redemption, deliver to theClass A Shareholders the amount obtained bymultiplying the number of Class A sharespertaining to such Cash Consideration
Redemption by the sum of (i) the amountobtained by multiplying the Amount
Equivalent to Paid-in Amount per Class A
share by the Redemption Factor set forth
below and (ii) the Amount Equivalent toClass A Cumulative Unpaid Dividends andthe Daily Unpaid Preferred Dividend. In this
Article, the “Distribution Date” in thecalculation of the amount of Daily Unpaid
Preferred Dividends shall be replaced withthe “Cash Consideration Redemption Date”
to calculate such amount. If there is a fractionof less than one yen in the cash to bedelivered in exchange for the acquisition ofClass A shares pertaining to Cash
Consideration Redemption, such fraction
shall be rounded down. When acquiring apart of Class A shares, the Class A shares tobe acquired from the Class A Shareholders
shall be determined on a pro-rata basis or by

Article 11-7 A Class D Shareholder may at any
time, to the extent permitted by laws andregulations, request that the Company
deliver common shares in exchange for theacquisition of all or part of its Class D sharesthat they hold in accordance with theconditions set forth in this Article(hereinafter referred to as “Class D
Conversion Claim,” and the date on which
the Class D Conversion Claim is made shallbe referred to as “Class D Conversion ClaimDate”).

- 19 -

Current Articles of Incorporation
any other reasonable method specified by the
Board of Directors of the Company. The“Redemption Factor” in this Chapter means
the numerical value specified in [1] through[6] below, depending on the classification ofwhich of the periods [1] through [6] below
the Cash Consideration Redemption Datebelongs.
[1] From the day after the issuance date of the ClassA shares until June 30, 2021: 1.07
[2] From July 1, 2021 to June 30, 2022: 1.12
[3] From July 1, 2022 to June 30, 2023: 1.18
[4] From July 1, 2023 to June 30, 2024: 1.24
[5] From July 1, 2024 to June 30, 2025: 1.31
[6] From July 1, 2025: 1.40

Draft Amendments to the Articles of Incorporation(Newly established)

2. The number of common shares to be delivered by
the Company to Class D Shareholders as
consideration under this Article shall becalculated in the manner set forth below.
However, rounding down of fractions shall bedone at the end, and any fraction less than one
share in the number of common shares to bedelivered to Class D Shareholders shall be
rounded down, and no adjustment in cash shall be
made.
(Formula for Number of Shares to be Delivered)
Number of common shares of the Company to bedelivered in exchange for the acquisition of ClassD shares= Number of Class D shares that the Class D
Shareholder has requested to be acquired ×
Amount equivalent to basic redemption price set
forth in Article 11-5, paragraph 2 less the amountequivalent to deduction amount (however, theamount equivalent to basic redemption price andthe amount equivalent to deduction amount shallbe calculated in the basic redemption priceformula and the deduction amount formula byreplacing the “Class D Redemption Claim Date”
with the “Class D Conversion Claim Date” andreplacing the “Class D Preferred Dividends paid
before redemption claim” with the “Class D
Preferred Dividends paid before conversion
claim” (meaning the amount of Class D Preferred
Dividends paid up to the Class D Conversion
Claim Date (including the Class D PreferredInterim Dividends paid up to the Class D
Conversion Claim Date) ÷ Conversion price
Conversion pricea. Initial conversion price
The initial conversion price shall be 1,344 yen.
b. Revision of the conversion price
The conversion price shall be adjusted on the last- 20 -

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation
day of June and the last day of December of eachyear from the last day of December 2024
(hereinafter in this Article, individually orcollectively referred to as “Conversion Price
Revision Date”) to an amount equal to 95% of themarket price as of the Conversion Price Revision
Date (hereinafter in this Article referred to as“Revised Conversion Price”). However, if the
Revised Conversion Price is less than 708 yen(hereinafter referred to as “Minimum Conversion
Price” in this Article), the Revised Conversion
Price shall be the Minimum Conversion Price. If
the conversion price is adjusted in accordancewith c. below, the Minimum Conversion Priceshall be adjusted in the same manner.
The above “market price” shall be the averagevalue (excluding the days with no closing price; itshall be calculated to the second decimal place
below the unit of yen and rounded off to the firstdecimal place) of the daily closing price(including quotes) of the common shares of theCompany in ordinary trading on the Tokyo Stock
Exchange, Inc. (hereinafter in this article referred
to as “Tokyo Stock Exchange”) for 30 trading
days commencing on the 45th trading day
preceding such Conversion Price Revision Date.
c. Adjustment of the conversion price(a) If, after the issuance of the Class D shares, thenumber of common shares is or may be changed
for any of the reasons listed in (b) below, theCompany shall adjust the conversion price(including the Revised Conversion Price inaccordance with b. above) by the formula set forth
below (hereinafter referred to as “Conversion
Price Adjustment Formula” in this Article).
Adjusted conversion price= Unadjusted conversion price × (Number ofcommon shares outstanding + ((Number ofcommon shares delivered × paid-in amount per
share) ÷ Market price)) ÷ (Number of commonshares outstanding + Number of common sharesdelivered)
The “Number of common shares outstanding”
used in the Conversion Price Adjustment Formula
shall be the number of outstanding commonshares of the Company less the number ofcommon shares held by the Company if a record
date for each of the transactions in (b)(i) through(iv) below is set for the Common Shareholders, onthat date, or, if no such record date is set, on thedate one month before the date on which theadjusted conversion price is to be applied as ofsuch date, plus the number of common shares- 21 -

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation
deemed to be the number of common sharesdelivered under (b) or (d) below before such
conversion price adjustment that have not yet beendelivered.
The “Number of common shares delivered” usedin the Conversion Price Adjustment Formula shallbe the number of common shares to be increasedby the stock split (not including the number ofcommon shares increased with respect to thecommon shares held by the Company on therecord date) if a stock split of common shares iscarried out, and if a consolidation of commonshares is carried out, the number of commonshares to be reduced by the consolidation of shares(not including the number of common shares
decreased with respect to the common shares heldby the Company on the effective date) shall be
indicated as a negative value and used.
The “Paid-in amount per share” used in theConversion Price Adjustment Formula shall be theamount to be paid in the case of (b)(i) below (itshall be appropriate appraisal value of theproperty in the case where property other thancash is the subject of the contribution; it shall be
zero yen in the case of the allotment without
contribution), shall be zero yen in the case of(b)(ii) and (iv) below, and in the case of (b)(iii)
below, it shall be the amount obtained by dividing
the amount paid in or otherwise paid in
consideration upon delivery of the Shares with Put
Option, etc. (defined in (b)(iii) below) (in the caseof share options for which the delivery of commonshares may be requested for consideration that
falls below the market price, it shall be the amountplus the amount of the properties to be contributed
upon exercise of the share option) less the valueof properties other than common shares delivered
to the holder of Shares with Put Option, etc. uponacquisition, conversion, exchange, or exercise
thereof by the number of common shares to bedelivered upon acquisition, conversion, exchange,
or exercise thereof (hereinafter referred to as“Consideration” in (b)(iii).
(b) When the conversion price of Class D shares isadjusted by the Conversion Price Adjustment
Formula and the time of application of theadjusted conversion price shall be as set forth
below.
(i) In the case of delivering the common shares at a
paid-in amount that falls below the market priceset forth in (c)(ii) below (including a case ofallotment without contribution) (however,excluding the case of delivery in exchange foracquisition of shares with put option, sharessubject to call, or share options subject to calldelivered by the Company (including those- 22 -

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation
attached to bonds with share options; the same
shall apply in this c.) or the case of delivery uponacquisition, conversion, exchange, or exercise ofshare options (including those attached to bonds
with share options; the same shall apply in this c.)or other securities or rights for which the deliveryof common shares may be requested.)
The adjusted conversion price shall be applied on
and after the day following the payment date (if apayment period is specified for the offering, thelast day of such payment period; the same shallapply hereinafter) or the effective date of theallotment without contribution. However, if there
is a record date for granting the Company’s
Common Shareholders the right to receive anallotment of shares for subscription or for anallotment without contribution, the adjusted
conversion price shall be applied on and after the
day following such date.
(ii) In the case of a stock split of common shares
The adjusted conversion price shall be applied on
and after the day following the record date for thestock split of common shares.
(iii) In the case of delivering shares with put option,
shares subject to call, or share options subject tocall for which there are provisions to delivercommon shares at a price that falls below themarket price set forth in (c)(ii) below in exchange
for the acquisition (including a case of allotment
without contribution), or in the case of delivery ofshare options or other securities or rights forwhich the delivery of common shares may berequested for Consideration that falls below themarket price set forth in (c)(ii) below (including acase of allotment without contribution)
The adjusted conversion price shall be calculated
by applying the Conversion Price Adjustment
Formula mutatis mutandis, deeming that all of theshares with put option, shares subject to call, shareoptions subject to call or share options, or othersecurities or rights (hereinafter referred to as“Shares with Put Option, etc.”) to be delivered
were acquired, converted, exchanged, or
exercised and common shares were delivered
under the initial conditions, and shall be applied
on or after the day after the date of delivery or theeffective date of allotment without contribution.
However, if there is a record date for granting theCommon Shareholders the right to receive
allotment of Shares with Put Option, etc., or forallotment without contribution, it shall be applied
from the day following such date.
Notwithstanding the foregoing, if theConsideration for the common shares to bedelivered upon the acquisition, conversion,exchange, or exercise is not fixed at the time stated- 23 -

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation
above, the adjusted conversion price shall becalculated by applying the Conversion Price
Adjustment Formula mutatis mutandis, deemingthat all of the Shares with Put Option, etc.
delivered at the time such Consideration is fixed
are acquired, converted, exchanged, or exercisedand common shares are delivered under theconditions as of the time such Consideration isfixed and the adjusted conversion price shall beapplied on or after the day following the day on
which the Consideration is fixed.
(iv) In the case of consolidation of common shares
The adjusted conversion price shall be applied on
or after the effective date of share consolidation.
(c) (i) The Conversion Price Adjustment Formula
shall be calculated to the second decimal place
below the unit of yen, and such decimal place
shall be rounded down.
(ii) The market price used in the Conversion Price
Adjustment Formula shall be the average value(excluding the days with no closing price; it shallbe calculated to the second decimal place below
the unit of yen and rounded off to the first decimal
place) of the daily closing price (including quotes)of the common shares in ordinary trading on theTokyo Stock Exchange for 30 trading days
commencing on the 45th trading day preceding
the date on which the adjusted conversion price isapplied.
(d) In addition to the cases that require adjustment of
the conversion price set forth in (b) above, theCompany shall make the necessary adjustment of
the conversion price if the Company’s Board of
Directors reasonably determines that any of thefollowing cases applies:(i) When adjustment of the conversion price isnecessary due to a merger in which the Company
is the surviving company, or the succession of allor part of the rights and obligations of anothercompany in an absorption-type company split
carried out by such company, or the acquisition of
all the shares outstanding of another stockcompany in a share exchange carried out by suchstock company;(ii) When two or more events for adjusting theconversion price occur closely in time, and it isnecessary, with regard to the market price to be
used in calculating the adjusted conversion pricebased on one of the events, to consider the effectof the other events; or(iii) Other cases where the conversion price needs tobe adjusted due to the occurrence of a change oran event that may cause a change in the numberof the Company’s common shares outstanding.
(e) If the difference between the adjusted conversion
price calculated by the Conversion Price- 24 -

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation
Adjustment Formula and the unadjusted
conversion price is less than one yen, theadjustment of the conversion price shall not be
made. However, adjustments that have become
unnecessary pursuant to the this (e) will be carriedforward and taken into account in the subsequentadjustment calculations.
(f) If the Company adjusts the conversion pricepursuant to (a) through (e) above, the Company
shall notify each Class D Shareholder listed in theshareholder registry in writing in advance of such
fact, reasons therefor, the unadjusted conversion
price the adjusted conversion price, the date ofapplication, and other necessary matters.
However, if the above notice cannot be given by
the day preceding the date of application, it shallbe given promptly after the date of application.
3. Place for Receiving Conversion Requests
Shareholder Registry Administrator Office
Stock Transfer Agency, Mitsubishi UFJ Trust andBanking Corporation
4-5, Marunouchi 1-Chome, Chiyoda-ku, Tokyo
4. A Class D Conversion Claim under paragraph 1of this Article shall become effective when thewritten request for such conversion with respect
the Class D shares arrives at the place forreceiving conversion requests described in thepreceding paragraph.

(Newly established)(Newly established)(Exclusion of the Right to Request to be Added to the (Voting Rights)
Specific Shareholders from Whom the Company
Acquires Treasury Shares)
Article 11-8 The provisions of Article 160, Article 11-8 Class D Shareholders shall not haveparagraphs 2 and 3 of the Companies Act
voting rights at any general meeting ofshall not apply if the Company decides, uponshareholders unless otherwise provided for
resolution of a general meeting ofby laws and regulations.
shareholders, that it acquires all or part of theClass A shares held by Class A Shareholders
based on agreement with such Class A
Shareholders.
(Consolidation or Split of Shares, Allotment of Shares (Consolidation or Split of Shares, etc.)
for Subscription, etc.)
Article 11-9 The Company shall not split or Article 11-9 Except as otherwise provided for byconsolidate shares with respect to Class A
laws and regulations, there shall be noshares.
consolidation or split of shares with respect
to Class D shares. Class D Shareholders shallnot be entitled to the allotment of shares forsubscription or share options forsubscription, and the allotment of shares orshare options without contribution shall not
be made.
2. The Company shall not grant Class A(Deleted)
Shareholders the right to receive the allotment ofshares for subscription or the right to receive theallotment of share options for subscription.

- 25 -

Current Articles of Incorporation
3. Class A Shareholders of the Company shall not be
entitled to the allotment of shares without
contribution or the allotment of share options
without contribution.

Draft Amendments to the Articles of Incorporation(Deleted)(Priority)
Article 11-10 The order of priority of the paymentof Class A Preferred Dividends, Amount
Equivalent to Class A Cumulative Unpaid
Dividends, Class B Preferred Dividends,
Amount Equivalent to Class B Cumulative
Unpaid Dividends, and dividends of surplus
to shareholders holding common stocks orregistered pledgees of common stocks(hereinafter collectively referred to as“Common Shareholders, etc.”) shall be as
follows: (1) Amount Equivalent to Class A
Cumulative Unpaid Dividends and Amount
Equivalent to Class B Cumulative Unpaid
Dividends (2) Class A Preferred Dividends
and Class B Preferred Dividends (3)dividends of surplus to Common
Shareholders, etc.
2. The order of priority of the payment of residual
assets pertaining to Class A shares, Class B shares,
Class C shares and common stocks shall be in thefollowing order: (1) the distribution of residual
assets pertaining to Class A, Class B and Class C
shares (2) the distribution of residual assets
pertaining to common stocks.
3. If the amount of the distribution of dividends ofsurplus or residual assets to be paid by theCompany is less than the total amount necessary
for such payment with a priority order, thepayment of such dividends of surplus or residual
assets shall be made on a pro rata basis according
to the necessary amount for distribution of such
dividends of surplus or residual assets with thatpriority order.

(Deleted)- 26 -

Current Articles of Incorporation
Chapter II-3 Class B Shares(Class B Preferred Dividends)

Draft Amendments to the Articles of Incorporation(Deleted)

Article 11-11 When the Company pays a dividendof surplus based on a record date that belongs
to a business year, such payment shall be
made, according to the order of priority of thepayment set forth in Article 11-18, paragraph
1, in the amount specified in paragraph 2 foreach Class B share (the money to be paid perClass B share as a result of such dividend
shall be hereinafter referred to as “Class B
Preferred Dividends”) to shareholders
holding Class B shares (hereinafter referred
to as “Class B Shareholders”) or registeredpledgees of Class B shares stated or recordedin the final shareholder registry on the
Dividend
RecordDate(hereinaftercollectively referred to as “Class B
Shareholders, etc.” together with the Class B
Shareholders). If the amount obtained bymultiplying the Class B Preferred Dividends
by the number of Class B shares to which
each of the Class B Shareholders, etc. hasrights includes a fraction of less than one yen,such fraction shall be rounded down.
2. The amount of the Class B Preferred Dividends
shall be calculated by pro-rating, with one year
being 365 days (however, 366 days when thebusiness year includes a leap day), the amount ofmoney calculated by multiplying 1,000,000 yen(hereinafter referred to as “Amount Equivalent toPaid-in Amount” in this Chapter) by 8.0%, for theactual number of days during the period from thefirst day of the business year that includes therelevant Dividend Record Date (however, in thecase where such day belongs to the business year
ended on the last day of March 2021, the date ofissuance of Class B shares) (including the sameday) to the relevant Dividend Record Date(including the same day) (the division shall bemade at the end and calculated to the second
decimal place below the unit of yen, rounded to
the first decimal place). Provided, however, that if
surplus is distributed to Class B Shareholders, etc.
on the basis of a record date prior to the relevant
Dividend Record Date during the business year
containing the relevant Dividend Record Date, theamount of Class B Preferred Dividends pertaining
to the relevant Dividend Record Date shall be theamount obtained by deducting the total amount ofClass B Preferred Dividends paid for each such
distribution.

- 27 -

Current Articles of Incorporation
3. The Company shall not pay dividends of surplus
to Class B Shareholders, etc. in excess of theamount of Class B Preferred Dividends and theAmount Equivalent to Class B Cumulative
Unpaid Dividends (set forth in paragraph 4);
However, this shall not apply to the distribution of
surplus prescribed in Article 758, item (viii), (b)or Article 760, item (vii), (b) of the Companies
Act made as part of the absorption-type company
split procedures conducted by the Company, or
the distribution of surplus prescribed in Article
763, paragraph (1), item (XII), (b) or Article 765,
paragraph (1), item (viii), (b) of the Companies
Act made as part of the incorporation-typecompany split procedures conducted by theCompany.
4. In the case where the total amount of dividends ofsurplus per share made to Class B Shareholders,etc. on the basis of the record date that belongs toa business year (excluding the dividend in theAmount Equivalent to Class B Cumulative
Unpaid Dividends (as defined below)
accumulated in accordance with this paragraphwith respect to Class B Preferred Dividends
pertaining to each business year prior to thatbusiness year) does not reach the amount of Class
B Preferred Dividends pertaining to that businessyear (meaning the amount of Class B Preferred
Dividends to be calculated in accordance withparagraph 2 in the case where a dividend of
surplus is assumed to be paid with the last day of
the that business year as the record date; however,the provisions of the proviso to paragraph 2 shallnot be applied in such calculation), the shortfall
shall be accumulated in the business year
immediately following that business year
(hereinafter referred to as “Business Year with the
Shortfall” in this paragraph) and the subsequentbusiness years. The accumulated amount, in thiscase, shall be the amount obtained by adding theamount calculated by compounding annually at aninterest rate of 8.0% per annum in each businessyear following the Business Year with the
Shortfall and thereafter (however, for the firstyear, the period from the day following theordinary general meeting of shareholders for theBusiness Year with the Shortfall (hereinafterreferred to as “Ordinary General Meeting of
Shareholders for the Business Year with the
Shortfall” in this paragraph) (including the sameday) to the last day of the business year following
the Business Year with the Shortfall (including thesame day)) from the day (including the same day)following the Ordinary General Meeting of
Shareholders for the Business Year with the
Shortfall until the day when the accumulated- 28 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
amount is distributed to the Class B Shareholders,etc. (including the same day). Such calculation
shall be made on a pro-rata daily basis, with one
year being 365 days (or 366 days if the relevantbusiness year includes a leap day), and thedivision shall be made at the end and calculated tothe second decimal place below the unit of yen,rounded to the first decimal place. The amountaccumulated in accordance with this paragraph(hereinafter referred to as “Amount Equivalent toClass B Cumulative Unpaid Dividends”) shall be
distributed to Class B Shareholders, etc. in theorder of priority of the payment set forth in Article
11-18, paragraph 1, If the amount obtained bymultiplying the Amount Equivalent to Class B
Cumulative Unpaid Dividends to be distributedby the number of Class B shares to which each of
the Class B Shareholders, etc. has rights includes
a fraction of less than one yen, such fraction shallbe rounded down.
(Distribution of Residual Assets)
Article 11-12 When the Company distributes
residual assets, it shall pay, per Class B share,
to Class B Shareholders, etc. the amountobtained by adding the Amount Equivalent toClass B Cumulative Unpaid Dividends andthe Daily Unpaid Preferred Dividends set
forth in paragraph 3 to the Amount
Equivalent to Paid-in Amount (hereinafterreferred to as “Class B Residual AssetDistribution Amount”), according to theorder of priority of the payment set forth in
Article 11-18, paragraph 2. However, in thisparagraph, if the day on which the
distribution of residual assets is made(hereinafter referred to as “Distribution
Date” in this Chapter) falls between the day
following a Dividend Record Date(including the same day) and the time atwhich the dividend of surplus is paid basedon such Dividend Record Date, the Amount
Equivalent to Class B Cumulative Unpaid
Dividends shall be calculated, deeming that
dividend of surplus based on such DividendRecord Date is not paid. If the amountobtained by multiplying the Class B Residual
Asset Distribution Amount by the number ofClass B shares to which each of the Class B
Shareholders, etc. has rights includes afraction of less than one yen, such fraction
shall be rounded down.

- 29 -

Draft Amendments to the Articles of Incorporation(Deleted)

Current Articles of Incorporation
2. No distribution of residual assets shall be made toClass B Shareholders, etc. in addition to theprovisions of the preceding paragraph.
3. The Daily Unpaid Preferred Dividends per ClassB share shall be the amount equivalent to theClass B Preferred Dividends calculated inaccordance with Article 11-11, paragraph 2(hereinafter, in this Chapter, the daily unpaid
preferred dividends per Class B share shall bereferred to as “Daily Unpaid Preferred
Dividends”) assuming that the Class B Preferred
Dividends are paid in the business year containing
the Distribution Date with such Distribution Dateas the record date.

Draft Amendments to the Articles of Incorporation(Voting Rights)
Article 11-13 Class B Shareholders shall not havevoting rights at any general meeting ofshareholders unless otherwise provided forby laws and regulations.

(Deleted)(Right to Claim Acquisition of Common Share
Consideration)(Deleted)

Article 11-14 A Class B Shareholder may, at any
time on and after the date of issuance of ClassB shares, request that the Company acquire
all or part of the Class B shares that they hold(hereinafter referred to as “Claim for
AcquisitionofCommonShare
Consideration” in this Chapter) in exchange
for the delivery of the number of commonshares set forth in paragraph 2 (hereinafterreferred to as “Common Shares Subject to
Claim” in this paragraph), and the Company
shall deliver the Common Shares Subject to
Claim to such Class B Shareholder to theextent permitted by laws and regulations in
exchange for the acquisition of the Class B
shares pertaining to such Claim for
AcquisitionofCommonShare
Consideration.
2. The number of common shares to be delivered in
exchange for the acquisition of Class B sharesshall be the number obtained by, after multiplying
the sum of the Amount Equivalent to Paid-in
Amount per Class B share, the Amount
Equivalent to Class B Cumulative Unpaid
Dividends, and the Daily Unpaid Preferred
Dividends by the number of the Class B sharespertaining to Claim for Acquisition of Common
Share Consideration, dividing the resulting
amount by the acquisition price set forth inparagraphs 3 and 4. In this Article, the“Distribution Date” in the calculation of theamount of Daily Unpaid Preferred Dividends- 30 -

Current Articles of Incorporation
shall be replaced with the “effective date of Claim
for Acquisition of Common Share Consideration”
to calculate such amount. In addition, if the total
number of common shares to be delivered in
exchange for the acquisition of the Class B sharespertaining to the Claim for Acquisition ofCommon Share Consideration includes a fractionof less than one share, such fraction shall be
rounded off, and in this case, the money specified
in Article 167, paragraph (3) of the Companies
Act shall not be delivered.
3. The initial acquisition price shall be the greater of(a) or (b) below:(a) 390.3 yen(b) Value obtained (calculated to the second decimal
place below the unit of yen and rounded off to thefirst decimal place) by multiplying the averagevalue of VWAP for the 20 consecutive trading
days preceding July 15, 2020 and the 20
consecutive trading days following July 15, 2020
(July 15, 2020 is not inclusive) by 0.9; the term
“trading day” shall mean a day on which ordinary
trading of the Company’s common shares isconducted on the Tokyo Stock Exchange, andshall not include the days on which VWAP is notannounced.
4. Adjustment of Acquisition Price(a) If any of the following events occur, theacquisition price shall be adjusted as follows:[1] In the case of a share split or allotment of shares
without contribution with respect to commonshares, the acquisition price shall be adjusted
according to the following formula. In the case ofallotment of shares without contribution, in thefollowing formula, the “Number of commonshares outstanding before split” shall be replacedwith the “Number of common shares outstanding
before allotment without contribution (excluding,however, common shares held by the Company atthe time)” and the “Number of common shares
outstanding after split” shall be replaced with the“Number of common shares outstanding after
allotment without contribution” (excludingcommon shares held by the Company at thattime)” respectively.
[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
split
C = Number of common shares outstanding after
split
The adjusted acquisition price shall be applied on
or after the day following the record date
pertaining to the split of shares or on or after theeffective date of the allotment of shares without- 31 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
contribution (in cases where the record date
pertaining to the allotment of shares without
contribution is specified, the day following said
record date).
[2] In the case of a consolidation of common shares,
the acquisition price shall be adjusted according
to the following formula:[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
consolidation
C = Number of common shares outstanding after
consolidation
The adjusted acquisition price shall be applied on
or after the effective date of share consolidation.
[3] If the Company issues common shares or disposesof common shares held by the Company at a paidin amount that falls below the market price percommon share specified in (d) below (in the caseof allotment of shares without contribution,
excluding cases of acquisition of shares or shareoptions (including those attached to bonds withshare options; hereinafter the same shall apply inthis paragraph) acquired in exchange for thedelivery of common shares, exercise of shareoptions for common shares, or delivery ofcommon shares due to merger, share exchange, orcompany split), the acquisition price shall be
adjusted in accordance with the following formula(hereinafter referred to as “Acquisition Price
Adjustment Formula” in this paragraph). The“Paid-in amount per share” in the Acquisition
Price Adjustment Formula shall be the appropriate
appraisal value of the property when property
other than money is the subject of thecontribution. The adjusted acquisition price shallbe applied on or after the day following thepayment date (the last day of the payment period,
if a payment period is specified), or if a record
date for allotment to shareholders is specified, onor after the day following such record date(hereinafter referred to as “Shareholder Allotment
Date” in this paragraph). In the cases where theCompany disposes of common shares that it
holds, the “Number of common shares to be
newly issued” and the “Number of commonshares held by the Company” in the following
formula shall be replaced with the “Number ofcommon shares held by the Company to bedisposed” and the “Number of common shares
held by the Company before disposition”
respectively.
Adjusted acquisition price = A × (B - C + D × E ÷F) ÷ (B - C + D)
A = Unadjusted acquisition price- 32 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
B = Number of common shares outstanding
C = Number of common shares held by theCompany
D = Number of common shares to be newly issued
E = Paid-in amount per share
F = Market price per common share[4] If the Company issues or disposes of shares forwhich the delivery of common shares may betaken at an acquisition price per common sharethat falls below the market price per commonshare specified in (d) below (including the case ofallotment of shares without contribution) by
causing the Company to acquire or by being
acquired by the Company, the adjusted acquisition
price shall be the amount calculated by applying
such price to “Paid-in amount per share” in the
Acquisition Price Adjustment Formula, deemingthat all of the shares to be issued or disposed ofare acquired under the initial conditions andcommon shares are delivered on the payment date
for such shares (or, if a payment period is
specified, the last day of such payment period; thesame shall apply hereinafter in this [4]), in thecase of the allotment of shares without
contribution, on the day when it takes effect (if arecord date for the allotment of shares without
contribution is specified, on such record date; thesame shall apply hereinafter in this [4]) or if there
is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on
or after the day following the payment date, or in
the case of an allotment of shares without
contribution, on or after the day following the dayon which such allotment takes effect, or if there isa Shareholder Allotment Date, on or after the day
following such date. Notwithstanding theforegoing, if the consideration for the commonshares to be delivered upon the acquisition is not
fixed at the time stated above, the adjusted
acquisition price shall be calculated, deeming that
all of the shares to be issued or disposed of at thetime such consideration is fixed are acquired andcommon shares are delivered under the conditions
as of the time such consideration is fixed and theadjusted acquisition price shall be applied on orafter the day following the day on which theconsideration is fixed.
[5] If the Company issues share options for which thedelivery of common shares may be taken at a pricewhere the sum of the amount to be paid in for theshare options per common share and the amountof properties to be contributed upon the exerciseof the share options (in the case wherecontributions are in the form of properties otherthan cash, the appropriate appraisal amount ofsuch properties; hereinafter the same shall apply- 33 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporationin this [5]) falls below the market price percommon share specified in (d) below (including
the case of allotment of share options without
contribution) by exercising them or by being
acquired by the Company, the adjusted acquisition
price shall be the amount calculated by using suchtotal amount of the paid-in price of share options
per common share and the price per commonshare of properties to be contributed upon exerciseof share options as the “Paid-in amount per share”
in the Acquisition Price Adjustment Formula,deeming that all of share options to be issued are
exercised or acquired under the initial conditions
and common shares are delivered on the allotment
date of such share options, in the case of theallotment of share options without contribution,on the day when it takes effect (if a record date forthe allotment of share options without
contribution is specified, on such record date; thesame shall apply hereinafter in this [5]), or if there
is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on
or after the day following the allotment date ofshare options, or in the case of an allotment ofshare options without contribution, on or after the
day following the day on which such allotment
takes effect, or if there is a Shareholder Allotment
Date, on or after the day following such date.
Notwithstanding the foregoing, if theconsideration for the common shares to bedelivered upon the acquisition or exercise is not
fixed at the time stated above, the adjusted
acquisition price shall be calculated, deeming that
all of the share options to be issued at the timesuch consideration is fixed are exercised or
acquired and common shares are delivered under
the conditions as of the time such consideration isfixed and the adjusted acquisition price shall beapplied on or after the day following the day on
which the consideration is fixed. However,adjustments of acquisition price pursuant to this[5] shall not apply to share options for commonshares to be issued for the purpose of stock
options to directors, Audit & Supervisory Board
members, executive officers or other officers or
employees of the Company or its subsidiaries.
(b) In addition to the reasons listed in (a) above, if anyof [1] through [3] below is applicable, theCompany shall appropriately adjust theacquisition price after notifying Class B
Shareholders, etc. in writing in advance of such
fact, the reasons therefor, the adjusted acquisition
price, the date of application and other necessary
matters: [1] When the adjustment of theacquisition price is required for a merger, shareexchange, acquisition of all of the outstanding- 34 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
shares of another stock company through shareexchange, share transfer, absorption-typecompany split, succession to all or part of therights and obligations held by another company inrelation to its business through an absorption-typecompany split, or incorporation-type company
split;[2] When two or more events for adjusting theacquisition price occur together, and it isnecessary, with regard to the market price to be
used in calculating the adjusted acquisition pricebased on one of the events, to consider the effectof the other events; or[3] Other cases where the acquisition price needs tobe adjusted due to the occurrence of a change oran event that may cause a change in the numberof common shares outstanding (excluding,however, the number of common shares held by
the Company).
(c) If calculation is necessary for adjustment of theacquisition price, it shall be made to the second
decimal place below the unit of yen, rounded to
the first decimal place.
(d) The market price per common share used in the
Acquisition Price Adjustment Formula shall be
the average value of the VWAP for the 30
consecutive trading days preceding the date on
which the adjusted acquisition price (calculated tothe second decimal place below the unit of yen
and rounded off to the first decimal place) is
applied (or if a reason for adjusting the acquisition
price is announced on the timely disclosure
information inspection service provided by the
Tokyo Stock Exchange, the date of suchannouncement). The term “trading day “ means a
day on which ordinary trading of the Company’scommon shares is conducted on the Tokyo Stock
Exchange, and shall not include a day on which
VWAP is not announced.
(e) If, as a result of the calculation in adjusting an
acquisition price, the difference between theadjusted acquisition price and the unadjusted
acquisition price is less than 0.1 yen, theadjustment of the acquisition price shall not be
made. However, adjustments that have become
unnecessary pursuant to this (e) will be carriedforward and taken into account in the subsequentadjustment calculations.
5. Place for Receiving Claim for Acquisition ofCommon Share Consideration
Shareholder Registry Administrator Office: Stock
Transfer Agency, Mitsubishi UFJ Trust andBanking Corporation, 4-5, Marunouchi 1-Chome,
Chiyoda-ku, Tokyo- 35 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
6. Effectuation of Claim for Acquisition of Common
Share Consideration
The Claim for Acquisition of Common Share
Consideration shall become effective when the
documents required for the Claim for Acquisitionof Common Share Consideration reach the place
for receiving Claim for Acquisition of Common
Share Consideration stated in the preceding
paragraph or on the desired effective date stated in
the said documents, whichever is later.
(Acquisition Clause for Cash Consideration)

Draft Amendments to the Articles of Incorporation(Deleted)

Article 11-15 At any time after the issuance date ofClass B shares, as long as there are no ClassA shares outstanding (excluding those heldby the Company), the Company may, within
the scope permitted by laws and regulations
and upon the arrival of a date separately
determined by the Board of Directors of theCompany (hereinafter in this Article referred
to as the “Cash Consideration Redemption
Date”), acquire all of the Class B shares bypaying cash (hereinafter in this Article
referred to as “Cash Consideration
Redemption”) after giving written notice (itshall be irrevocable) to the Class B
Shareholders, etc. no later than 20 trading
days (the days on which the ordinary tradingof the Company’s common shares isconducted on the Tokyo Stock Exchange)
prior to the Cash Consideration Redemption
Date, and the Company may, in exchange foracquiring the Class B shares pertaining tosuch Cash Consideration Redemption, pay toClass B Shareholders the amount obtained bymultiplying the number of Class B sharespertaining to such Cash Consideration
Redemption by the sum of: (i) the amountobtained by multiplying the Amount
Equivalent to Paid-in Amount per Class B
share by 1.05 and (ii) the Amount Equivalent
to Class B Cumulative Unpaid Dividends
and the Daily Unpaid Preferred Dividends. In
this Article, the “Distribution Date” in thecalculation of the amount of Daily Unpaid
Preferred Dividends shall be replaced withthe “Cash Consideration Redemption Date”
to calculate such amount. If there is a fractionof less than one yen in the cash to bedelivered in exchange for the acquisition ofClass B shares pertaining to Cash
Consideration Redemption, such fraction
shall be rounded down.

- 36 -

Current Articles of Incorporation(Exclusion of the Right to Request to be Added to theSpecific Shareholders from Whom the Company
Acquires Treasury Shares)
Article 11-16 The provisions of Article 160,
paragraphs 2 and 3 of the Companies Act
shall not apply if the Company decides, upon
resolution of a general meeting ofshareholders, that it acquires all or part of theClass B shares held by Class B Shareholders
based on agreement with such Class B
Shareholders.
(Consolidation or Split of Shares, Allotment of Sharesfor Subscription, etc.)

Draft Amendments to the Articles of Incorporation(Deleted)(Deleted)

Article 11-17 The Company shall not split orconsolidate shares with respect to Class B
shares.
2. The Company shall not grant Class B
Shareholders the right to receive the allotment ofshares for subscription or the right to receive theallotment of share options for subscription.
3. Class B Shareholders of the Company shall not be
entitled to the allotment of shares without
contribution or the allotment of share options
without contribution.
(Priority)(Deleted)

Article 11-18
The order of priority of thepayment of Class A Preferred Dividends,
Amount Equivalent to Class A Cumulative
Unpaid Dividends, Class B Preferred
Dividends, Amount Equivalent to Class B
Cumulative Unpaid Dividends, anddividends of surplus to Common
Shareholders, etc. shall be as follows: (1)Amount Equivalent to Class A Cumulative
Unpaid Dividends and Amount Equivalent toClass B Cumulative Unpaid Dividends (2)Class A Preferred Dividends and Class B
Preferred Dividends (3) dividends of surplus
to Common Shareholders, etc.
2. The order of priority of the payment of residual
assets pertaining to Class A shares, Class B shares,
Class C shares and common stocks shall be in thefollowing order: (1) the distribution of residual
assets pertaining to Class A, Class B and Class C
shares (2) the distribution of residual assets
pertaining to common stocks.
3. If the amount of the distribution of dividends ofsurplus or residual assets to be paid by theCompany is less than the total amount necessary
for such payment with a priority order, thepayment of such dividends of surplus or residual
assets shall be made on a pro rata basis according
to the necessary amount for distribution of such

- 37 -

Current Articles of Incorporation
dividends of surplus or residual assets with thatpriority order.

Draft Amendments to the Articles of Incorporation

Chapter II-4 Class C Shares(Dividends of Surplus)
Article 11-19 The Company shall not pay
dividends from surplus to shareholders who
hold Class C shares (hereinafter referred toas “Class C Shareholders”).

(Deleted)(Distribution of Residual Assets)(Deleted)

Article 11-20 When the Company distributes
residual assets, it shall pay one million yen(hereinafter referred to as “Amount
Equivalent to Paid-in Amount”) per Class C
share to Class C Shareholders and registeredpledgees of Class C shares (hereinafterreferred to as “Class C Shareholders, etc.”
together with the Class C Shareholders) in
the order of priority of the payment set forthin Article 11-26, paragraph 2.
2. No distribution of residual assets shall be made toClass C Shareholders, etc. in addition to theprovisions of the preceding paragraph.
(Voting Rights)
Article 11-21 Class C Shareholders shall not havevoting rights at any general meeting ofshareholders unless otherwise provided forby laws and regulations.

(Deleted)(Right to Claim Acquisition of Common Share
Consideration)
Article 11-22 A Class C Shareholder may, at any
time on and after the date of issuance of ClassC shares, request that the Company acquire
all or part of the Class C shares that they hold(hereinafter referred to as “Claim for
AcquisitionofCommonShare
Consideration” in this Chapter) in exchange
for the delivery of the number of commonshares set forth in paragraph 2 (hereinafterreferred to as “Common Shares Subject to
Claim” in this paragraph), and the Company
shall deliver the Common Shares Subject to
Claim to such Class C Shareholder to theextent permitted by laws and regulations in
exchange for the acquisition of the Class C
shares pertaining to such Claim for
AcquisitionofCommonShare
Consideration.

(Deleted)- 38 -

Current Articles of Incorporation
2. The number of common shares to be delivered in
exchange for the acquisition of Class C sharesshall be the number obtained by multiplying theAmount Equivalent to Paid-in Amount per ClassC share by the number of the Class C sharespertaining to Claim for Acquisition of Common
Share Consideration and then dividing theresulting amount by the acquisition pricespecified in paragraphs 3 and 4. In addition, if thetotal number of common shares to be delivered in
exchange for the acquisition of the Class C sharespertaining to the Claim for Acquisition ofCommon Share Consideration includes a fractionof less than one share, such fraction shall be
rounded off, and in this case, the money specified
in Article 167, paragraph (3) of the Companies
Act shall not be delivered.
3. The initial acquisition price shall be 390.3 yen.
4. Adjustment of Acquisition Price(a) If any of the following events occur, theacquisition price shall be adjusted as follows:[1] In the case of a share split or allotment of shares
without contribution with respect to commonshares, the acquisition price shall be adjusted
according to the following formula. In the case ofallotment of shares without contribution, in thefollowing formula, the “Number of commonshares outstanding before split” shall be replacedwith the “Number of common shares outstanding
before allotment without contribution (excluding,however, common shares held by the Company atthe time)” and the “Number of common shares
outstanding after split” shall be replaced with the“Number of common shares outstanding after
allotment without contribution” (excludingcommon shares held by the Company at thattime)” respectively.
[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
split
C = Number of common shares outstanding after
split
The adjusted acquisition price shall be applied on
or after the day following the record date
pertaining to the split of shares or on or after theeffective date of the allotment of shares without
contribution (in cases where the record date
pertaining to the allotment of shares without
contribution is specified, the day following said
record date).
[2] In the case of a consolidation of common shares,
the acquisition price shall be adjusted according
to the following formula:- 39 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
consolidation
C = Number of common shares outstanding after
consolidation
The adjusted acquisition price shall be applied on
or after the effective date of share consolidation.
[3] If the Company issues common shares or disposesof common shares held by the Company at a paidin amount that falls below the market price percommon share specified in (d) below (in the caseof allotment of shares without contribution,
excluding cases of acquisition of shares or shareoptions (including those attached to bonds withshare options; hereinafter the same shall apply inthis paragraph) acquired in exchange for thedelivery of common shares, exercise of shareoptions for common shares, or delivery ofcommon shares due to merger, share exchange, orcompany split), the acquisition price shall be
adjusted in accordance with the following formula(hereinafter referred to as “Acquisition Price
Adjustment Formula” in this paragraph). The“Paid-in amount per share” in the Acquisition
Price Adjustment Formula shall be the appropriate
appraisal value of the property when property
other than money is the subject of thecontribution. The adjusted acquisition price shallbe applied on or after the day following thepayment date (the last day of the payment period,
if a payment period is specified), or if a record
date for allotment to shareholders is specified, onor after the day following such record date(hereinafter referred to as “Shareholder Allotment
Date” in this paragraph). In the cases where theCompany disposes of common shares that it
holds, the “Number of common shares to be
newly issued” and the “Number of commonshares held by the Company” in the following
formula shall be replaced with the “Number ofcommon shares held by the Company to bedisposed” and the “Number of common shares
held by the Company before disposition”
respectively.
Adjusted acquisition price = A × (B - C + D × E ÷F) ÷ (B - C + D)
A = Unadjusted acquisition price
B = Number of common shares outstanding
C = Number of common shares held by theCompany
D = Number of common shares to be newly issued
E = Paid-in amount per share
F = Market price per common share- 40 -

Current Articles of Incorporation[4] If the Company issues or disposes of shares forwhich the delivery of common shares may betaken at an acquisition price per common sharethat falls below the market price per commonshare specified in (d) below (including the case ofallotment of shares without contribution) by
causing the Company to acquire or by being
acquired by the Company, the adjusted acquisition
price shall be the amount calculated by applying
such price to “Paid-in amount per share” in the
Acquisition Price Adjustment Formula, deemingthat all of the shares to be issued or disposed ofare acquired under the initial conditions andcommon shares are delivered on the payment date
for such shares (or, if a payment period is
specified, the last day of such payment period; thesame shall apply hereinafter in this [4]), in thecase of the allotment of shares without
contribution, on the day when it takes effect (if arecord date for the allotment of shares without
contribution is specified, on such record date; thesame shall apply hereinafter in this [4]) or if there
is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on
or after the day following the payment date, or in
the case of an allotment of shares without
contribution, on or after the day following the dayon which such allotment takes effect, or if there isa Shareholder Allotment Date, on or after the day
following such date. Notwithstanding theforegoing, if the consideration for the commonshares to be delivered upon the acquisition is not
fixed at the time stated above, the adjusted
acquisition price shall be calculated, deeming that
all of the shares to be issued or disposed of at thetime such consideration is fixed are acquired andcommon shares are delivered under the conditions
as of the time such consideration is fixed and theadjusted acquisition price shall be applied on orafter the day following the day on which theconsideration is fixed.
[5] If the Company issues share options for which thedelivery of common shares may be taken at a pricewhere the sum of the amount to be paid in for theshare options per common share and the amountof properties to be contributed upon the exerciseof the share options (in the case wherecontributions are in the form of properties otherthan cash, the appropriate appraisal amount ofsuch properties; hereinafter the same shall apply
in this [5]) falls below the market price percommon share specified in (d) below (including
the case of allotment of share options without
contribution) by exercising them or by being
acquired by the Company, the adjusted acquisition
price shall be the amount calculated by using such

- 41 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation
total amount of the paid-in price of share options
per common share and the price per commonshare of properties to be contributed upon exerciseof share options as the “Paid-in amount per share”
in the Acquisition Price Adjustment Formula,deeming that all of share options to be issued are
exercised or acquired under the initial conditions
and common shares are delivered on the allotment
date of such share options, in the case of theallotment of share options without contribution,on the day when it takes effect (if a record date forthe allotment of share options without
contribution is specified, on such record date; thesame shall apply hereinafter in this [5]), or if there
is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on
or after the day following the allotment date ofshare options, or in the case of an allotment ofshare options without contribution, on or after the
day following the day on which such allotment
takes effect, or if there is a Shareholder Allotment
Date, on or after the day following such date.
Notwithstanding the foregoing, if theconsideration for the common shares to bedelivered upon the acquisition or exercise is not
fixed at the time stated above, the adjusted
acquisition price shall be calculated, deeming that
all of the share options to be issued at the timesuch consideration is fixed are exercised or
acquired and common shares are delivered under
the conditions as of the time such consideration isfixed and the adjusted acquisition price shall beapplied on or after the day following the day on
which the consideration is fixed. However,adjustments of acquisition price pursuant to this[5] shall not apply to share options for commonshares to be issued for the purpose of stock
options to directors, Audit & Supervisory Board
members, executive officers or other officers or
employees of the Company or its subsidiaries.
(b) In addition to the reasons listed in (a) above, if anyof [1] through [3] below is applicable, theCompany shall appropriately adjust theacquisition price after notifying Class C
Shareholders, etc. in writing in advance of such
fact, the reasons therefor, the adjusted acquisition
price, the date of application and other necessary
matters: [1] When the adjustment of theacquisition price is required for a merger, shareexchange, acquisition of all of the outstanding
shares of another stock company through shareexchange, share transfer, absorption-typecompany split, succession to all or part of therights and obligations held by another company inrelation to its business through an absorption-typecompany split, or incorporation-type company- 42 -

Draft Amendments to the Articles of Incorporation

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation

split;[2] When two or more events for adjusting theacquisition price occur together, and it isnecessary, with regard to the market price to be
used in calculating the adjusted acquisition pricebased on one of the events, to consider the effectof the other events; or[3] Other cases where the acquisition price needs tobe adjusted due to the occurrence of a change oran event that may cause a change in the numberof common shares outstanding (excluding,however, the number of common shares held by
the Company).
(c) If calculation is necessary for adjustment of theacquisition price, it shall be made to the second
decimal place below the unit of yen, rounded to
the first decimal place.
(d) The market price per common share used in the
Acquisition Price Adjustment Formula shall be
the average value of the VWAP for the 30
consecutive trading days preceding the date on
which the adjusted acquisition price (calculated tothe second decimal place below the unit of yen
and rounded off to the first decimal place) is
applied (or if a reason for adjusting the acquisition
price is announced on the timely disclosure
information inspection service provided by the
Tokyo Stock Exchange, the date of suchannouncement). The term “trading day “ means a
day on which ordinary trading of the Company’scommon shares is conducted on the Tokyo Stock
Exchange, and shall not include a day on which
VWAP is not announced.
(e) If, as a result of the calculation in adjusting an
acquisition price, the difference between theadjusted acquisition price and the unadjusted
acquisition price is less than 0.1 yen, theadjustment of the acquisition price shall not be
made. However, adjustments that have become
unnecessary pursuant to this (e) will be carriedforward and taken into account in the subsequentadjustment calculations.
5. Place for Receiving Claim for Acquisition ofCommon Share Consideration
Shareholder Registry Administrator Office: 4-5,
Marunouchi 1-Chome, Chiyoda-ku, Tokyo
Stock Transfer Agency, Mitsubishi UFJ Trust andBanking Corporation
6. Effectuation of Claim for Acquisition of Common
Share Consideration
The Claim for Acquisition of Common Share
Consideration shall become effective when the
documents required for the Claim for Acquisitionof Common Share Consideration reach the place
for receiving Claim for Acquisition of Common
Share Consideration stated in the preceding- 43 -

Current Articles of Incorporation
paragraph or on the desired effective date stated in
the said documents, whichever is later.
(Acquisition Clause for Cash Consideration)

Draft Amendments to the Articles of Incorporation(Deleted)

Article 11-23 At any time after the issuance date ofClass C shares, as long as there are no ClassA shares or Class B shares outstanding(excluding those held by the Company), theCompany may, within the scope permitted bylaws and regulations and upon the arrival ofa date separately determined by the Board of
Directors of the Company (hereinafter in this
Article referred to as the “CashConsideration Redemption Date”), acquire
all of the Class C shares by paying cash
(hereinafter in this Article referred to as“Cash Consideration Redemption”) after
giving written notice (it shall be irrevocable)
to the Class C Shareholders, etc. no later than
20 trading days (the days on which theordinary trading of the Company’s commonshares is conducted on the Tokyo Stock
Exchange; the same shall apply hereinafter)prior to the Cash Consideration Redemption
Date, and the Company may, in exchange foracquiring the Class C shares pertaining tosuch Cash Consideration Redemption, pay toClass C Shareholders the amount obtained bymultiplying the number of Class C sharespertaining to such Cash Consideration
Redemption by the amount obtained bymultiplying the Amount Equivalent to Paidin Amount per Class C share by the
Redemption Factor set forth below. If there
is a fraction of less than one yen in the cash
to be delivered in exchange for theacquisition of Class C shares pertaining toCash Consideration Redemption, such
fraction shall be rounded down. The“Redemption Factor” in this Chapter means
the numerical value specified in [1] through[6] below, depending on the classification ofwhich of the periods [1] through [6] below
the Cash Consideration Redemption Datebelongs.
[1] From the day after the issuance date of the ClassC shares to June 30, 2021: 1.13
[2] From July 1, 2021 to June 30, 2022: 1.25
[3] From July 1, 2022 to June 30, 2023: 1.37
[4] From July 1, 2023 to June 30, 2024: 1.51
[5] From July 1, 2024 to June 30, 2025: 1.66 or theparity factor,
whichever is larger[6] From July 1, 2025: 1.80
“Parity factor” shall be calculated using thefollowing formula; however, it shall not exceed- 44 -

Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation

1.80.
1 + [((a) ÷ (b)) -1](a) The closing price of ordinary transactions of theCompany’s common shares on the Tokyo Stock
Exchange on the trading day preceding the date of
the notice on Cash Consideration Redemption(b) The acquisition price specified in paragraphs 3
and 4 of the preceding Article that is effective asof the Cash Consideration Redemption Date
(Exclusion of the Right to Request to be Added to theSpecific Shareholders from Whom the Company
Acquires Treasury Shares)(Deleted)

Article 11-24 The provisions of Article 160,
paragraphs 2 and 3 of the Companies Act
shall not apply if the Company decides, upon
resolution of a general meeting ofshareholders, that it acquires all or part of theClass C shares held by Class C Shareholders
based on agreement with such Class C
Shareholders.
(Consolidation or Split of Shares, Allotment of Sharesfor Subscription, etc.)(Deleted)

Article 11-25 The Company shall not split orconsolidate shares with respect to Class C
shares.
2. The Company shall not grant Class C
Shareholders the right to receive the allotment ofshares for subscription or the right to receive theallotment of share options for subscription.
3. Class C Shareholders of the Company shall not be
entitled to the allotment of shares without
contribution or the allotment of share options
without contribution.
(Priority)
Article 11-26 The order of priority of the paymentof Class A Preferred Dividends, Amount
Equivalent to Class A Cumulative Unpaid
Dividends, Class B Preferred Dividends,
Amount Equivalent to Class B Cumulative
Unpaid Dividends, and dividends of surplus
to Common Shareholders, etc. shall be as
follows: (1) Amount Equivalent to Class A
Cumulative Unpaid Dividends and Amount
Equivalent to Class B Cumulative Unpaid
Dividends (2) Class A Preferred Dividends
and Class B Preferred Dividends (3)dividends of surplus to Common
Shareholders, etc.

- 45 -(Deleted)

Current Articles of Incorporation
2. The order of priority of the payment of residual
assets pertaining to Class A shares, Class B shares,
Class C shares and common stocks shall be in thefollowing order: (1) the distribution of residual
assets pertaining to Class A, Class B and Class C
shares (2) the distribution of residual assets
pertaining to common stocks.

Draft Amendments to the Articles of Incorporation

3. If the amount of the distribution of dividends ofsurplus or residual assets to be paid by theCompany is less than the total amount necessary
for such payment with a priority order, thepayment of such dividends of surplus or residual
assets shall be made on a pro rata basis according
to the necessary amount for distribution of such
dividends of surplus or residual assets with thatpriority order.
(Dividends of Surplus, etc.)(Dividends of Surplus, etc.)

Article 40 Unless otherwise provided for by laws Article 40 Unless otherwise provided for by laws
and regulations, the Company shalland regulations, the Company shalldetermine the matters specified in the items
determine the matters specified in the itemsof Article 459, paragraph (1) of theof Article 459, paragraph (1) of theCompanies Act, such as dividends of surplus,
Companies Act, such as dividends of surplus,by resolution of the Board of Directors, notby resolution of the Board of Directors, notby resolution of a general meeting ofby resolution of a general meeting ofshareholders.
shareholders.
2. The Company may pay dividends of surplus in 2. The Company may pay dividends of surplus incash to shareholders or registered pledgees ofcash to shareholders or registered pledgees ofshares stated or recorded in the final shareholder
shares stated or recorded in the final shareholder
registry on March 31 and September 30 of eachregistry on March 31 and September 30 of each
year.
year.
(Newly established)
3. In addition to the preceding two paragraphs, theCompany may specify a record date and pay
dividends of surplus to shareholders or registeredpledgees of shares stated or recorded in the final
shareholder registry on such record date.

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Proposal No. 2:

Issuance of Shares for Subscription (Class D Shares) by Third-Party Allotment

Pursuant to Article 199 of the Companies Act, for the reason stated in 1. below and through the processstated in 2. below, the Company requests the shareholders’ approval of the issuance of shares forsubscription (Class D shares) by third-party allotment (the “Third-Party Allotment Capital Increase”) to theDevelopment Bank of Japan Inc. (the “Development Bank of Japan”) and The Bank of Yokohama, Ltd.
(the “The Bank of Yokohama”) (these banks are collectively referred to as the “Prospective Allottees” andeach of them is individually referred to as “Prospective Allottee”).
We will conduct the proposed capital increase through a third-party allotment on the condition that: i)
Proposals No. 1 and No. 2 are approved as originally proposed; ii) the proposal on the Amendment of the
Articles of Incorporation is approved by the general meeting of class shareholders (including the fact that a
resolution is passed by the general meeting of class shareholders pursuant to the provisions of Article 319
of the Companies Act to be applied mutatis mutandis under the provisions of Article 325 of the Companies
Act), and iii) the acquisition and retirement of existing class shares have been completed.
As we announced in the “Notice on Acquisition and Retirement of Existing Class Shares, Issuance ofClass Shares Through Third-Party Allotment, Partial Amendments to the Articles of Incorporation,
Reduction of Share Capital and Capital Reserve, and Refinancing of Current Borrowings by Syndicated
Loans” published on May 10, 2024, payments by prospective allottees for Class D shares are made on thecondition that: i) the Amendment of the Articles of Incorporation has come into effect and remains ineffect; ii) procedures required for the reduction of share capital and capital reserve have been completed
and the amount of reduction in share capital and capital reserve is expected to be definite; iii) a syndicatedloan agreement (the “Syndicated Loan Agreement”) has been effectively and lawfully entered into with a
syndicate group whose arranger is The Bank of Yokohama and the agreement remains in effect; iv) a
commitment line revision agreement (the “Commitment Line Revision Agreement”) has been effectively
and lawfully entered into, and kept in effect, with The Bank of Yokohama as the lender and the agent forother financial institutions as an agreement that stipulates a revision to an extendable due date for acommitment period maturity date set forth in a commitment line agreement (the “Commitment
Agreement”); and v) the acquisition and retirement of the existing class shares have been completed.
In addition, if the Class D shares are allotted to the Prospective Allottees through the Third-Party
Allotment Capital Increase, assuming that the put option with common shares as consideration is exercisedfor all Class D shares, and provided that there are no cumulative unpaid dividends nor unpaid preferred
dividends prorated on a daily basis for Class D shares, a maximum of 141,242 voting rights of commonshares will be delivered, and the ratio to the total number of 447,067 voting rights of the Company’s issued
common shares based on the shareholder registry as of March 31, 2024, will be approximately 31.59%.
Through this method, the Third-Party Allotment Capital Increase will result in a dilution rate of 25% orgreater, and therefore the Company requests that the shareholders confirm their intentions regarding this
proposal at this Annual General Meeting of Shareholders in accordance with Article 432 of the Securities
Listing Regulations prescribed by Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”).

1. Reason for issuance of shares for subscription at a payment amount that is particularly advantageous(1) Background to the offering and its purposes
Under the new Medium-Term Management Plan, we are now working on a group-wide basis to realize
MITSUBA VISION 2030 as we see as an opportunity in the growing need for electrification, where ourcore technologies can be utilized, in accordance with a corporate philosophy of “offering pleasure andpeace of mind to customers worldwide.”
On September 30, 2020, the Company issued existing class shares to be allocated to the JIS Fund, andformulated the 12th Medium-Term Management Plan (the “12th Medium-Term Plan”) in response to theCompany seeing its earnings and financial position deteriorate due to the management policy of sales
expansion and to increasing fixed costs and capital expenditures, which led its capital adequacy ratio todecline. Since then, we continued to pursue business structural reforms under the 12th Medium-Term Plan.
However, affected by significant changes in the operating environment, such as the spread of COVID-19,
the decline in OEM production due to semiconductor supply problems, and soaring raw material andlogistics costs, our business performance declined below the targets of the 12th Medium-Term Plan.
Therefore, we formulated the current Medium-Term Management Plan (the “Current Medium-Term Plan”)- 47 -

for the period from FY2023 to FY2027 by adding new measures.
Under the current Medium-Term Plan, following on from the 12th Medium-Term Plan, we are now
working to sophisticate our business management by: i) shifting our business resources to future growthdomains through election and concentration: ii) further strengthening our corporate structure through sales
improvement activities and global staffing optimization efforts: iii) controlling inventories and investment
forecasting-spending in a more rigorous manner, and iv) stepping up our operations by clearly identifying
quality costs in production processes. Through the above, we achieved certain results in improving
management and strengthening our earnings and financial structure. Therefore, we decided to reduce therisk of potential stock dilution by using retained earnings to acquire and retire existing class shares andpromote self-propelled management.
On the other hand, in order to make its financial structure even sounder toward realizing MITSUBAVISION 2030, the Company set financial targets such as an ROE of 10% or more and a capital adequacy
ratio of 30% or more for FY2027, the final year of the Medium-Term Management Plan. We concluded
that the Company needed to secure funds to invest in the growth areas described in “3. (2) Specific uses ofcash to be raised” and to utilize capital funds to maintain a certain level of capital and ensure management
stability. This was in consideration of: i) the need to invest in areas expected to grow, such as electricvehicles and electrification, as a means to achieve these goals and make the Company grow sustainably;and ii) the need to make it more resilient to unforeseen events such as impairment risks stemming from
unexpected changes in the external environment, deterioration in business performance, and a rapid
appreciation of the yen.
(2) Reason for choosing the third-party allotment
To date, we have been considering various alternatives in an effort to stabilize our financial positionand care about potential impacts on our existing shareholders. As described in the section titled “I.
Acquisition and Retirement of Existing Class Shares,” acquiring and retiring existing class shares willcause the Company’s equity capital to decrease. However, we think it is necessary to raise long-term andstable funds as capital expenditures in areas expected to grow, and future growth will take a certain lengthof time to recover investments. In this situation, we believe that it is necessary and appropriate to raise
capital funds while comparing it with debt financing in the form of loans from financial institutions orbond issuance.
With regard to a financing method, in consideration of the current economic conditions and capital
market developments as well as the operating environment for the Company, its financial position andbusiness performance, and the recent stock price situation, the Company concluded it would beinappropriate to conduct a public offering or a third-party allotment of common shares because: i) it would
immediately result in a commensurate degree of dilution of common shares, potentially causing detrimentto shareholders; and ii) the financing value might fluctuate depending on stock price levels. We also
concluded that it would be now inappropriate to take the alternative of conducting a gratis allotment ofstock acquisition rights (rights offering) to existing shareholders or an allotment of shares to existing
shareholders because the definitive financing value is unknown as allotted shareholders might not exercise
all of their stock acquisition rights in light of stock price movements and shareholders might not accept theallotment of shares. We also came to a conclusion that the equity commitment line intended to allocate
stock acquisition rights to securities companies was inappropriate for the same reason and due to a gradual
but commensurately large dilution of common shares.
In comparison, we concluded that a third-party allotment of new shares using class shares would be
the most effective alternative for the Company because it can reliably raise the required amount and,depending on product design, and it would be possible to avoid a rapid dilution and changes in thecomposition of shareholders while raising capital, and to choose appropriate external investors. Therefore,
as described in the section titled “(1) Background to the offering and its purposes” above, as a result ofreviewing the selection of external investors, the Company decided to conduct a capital increase throughthird-party allotment to the prospective allottees. Against the background of the Company’s financial
soundness enhancement, Class-D shares now enjoy improved real economic conditions in comparison toexisting class shares when taking into account a preferred dividend rate and other factors. As described in“(3) Overview of Class-D shares,” conversion to common shares is designed to be carried out only inlimited circumstances. In order to achieve MITSUBA VISION 2030, the Company concluded that it would
be currently the best option to stabilize its financial position as soon as possible by conducting the thirdparty allotment and raising funds for capital expenditures targeting growth areas.

- 48 -

(3) Reason for choosing the prospective allottees
We chose The Development Bank of Japan and The Bank of Yokohama as our prospective allottees incomprehensive consideration of the fact that: i) both banks were major partner financial institutions for theCompany; ii) having Class-D shares held by multiple major partner financial institutions would further
stabilize the Company’s financial policies; and iii) they fully understood the business environment for theCompany as well as its business conditions and capital policy approach.
The Company resolved to enter into an agreement with The Development Bank of Japan and The
Bank of Yokohama on matters related to investment in the Company, including the following:[1] Oath of the Company
The Company has promised the prospective allottees that the former will i) inform the latter of thebusiness operation status and the business performance and hold regular meetings and officer meetings
with the prospective allotees; ii) obtain prior approval of the prospective allottees in the event ofcanceling or terminating any matter requiring a special resolution of a general meeting of theshareholders of the Company or all or a significant part of operations or in the event of engaging in an
act to assume certain obligations or in certain swap transactions, such as for sale of important realestate, leasing of entire business operations, delegation of management of entire business operations,amendment of the articles of incorporation, organizational realignment, corporate dissolution, filing of apetition for bankruptcy proceedings, stock split, stock merger, gratis allotment, acquisition of treasury
shares, dividends of certain surplus, and share capital reduction (however, any of the prospective
allottees shall maximally respect decision-making by the Company and may not unreasonably refuse to
give, or refrain from giving, such approval; iii) inform duly the prospective allottees of any change
made to the shareholders of the Company or to the shareholder breakdown, of any commencement doneof a lawsuit that could potentially affect its financial position adversely, of any termination done of theSyndicate Loan or the Commitment Line Agreement or any event of a relevant debt default, and of any
change (excluding any change to be made under a renewed Commitment Line Agreement) to, or
termination of, the Syndicate Loan Agreement or the Commitment Line Agreement, and iv) makecommercially-reasonable and utmost efforts to take necessary measures to reduce share capital andcapital reserve in order to generate cash for paying dividends of surplus or acquiring Class-D shares tothe extent possible by consulting with the prospective allottees in good faith to obey their reasonable
demand and to an extent conforming to laws, for the purpose of becoming able to pay out dividends ofsurplus to the prospective allottees and acquire Class-D shares.
[2] Restriction on exercise of acquisition rights
The prospective allottees may not exercise the acquisition rights for common shares withoutobtaining approval from the Company unless there is a reason for lifting the conversion restriction, andmay not exercise the acquisition rights for cash until June 27, 2029, unless there is a reason for lifting
the restriction on the exercise of the acquisition rights for cash.
[3] Prerequisites to payment obligation
The prerequisites to the fulfillment of the payment for Class-D shares by the prospective allottees
are that: i) the Amendment of the Articles of Incorporation has come into effect and remains in effect;ii) procedures required for the share capital reduction have been completed and the reduction will likely
be definitive; iii) the Syndicated Loan Agreement has been effectively and lawfully entered into andbeen kept in effect; iv) the agreement on the revision to the Commitment Line Agreement has beeneffectively and lawfully entered into and been kept in effect; and v) the existing class shares have beenacquired and retired completely.
(4) Basis for calculating the amount to be paid in and its specifics
The Company has judged the terms and conditions for issuing Class-D shares (including the terms andconditions of the Subscription Agreement) to be reasonable as a result of considering various conditions
such as the preferred dividend rate for Class-D shares (7.8% per annum) and the credit costs to be borne bypreferred shareholders and comprehensively taking into account the operating environment and financial
position of the Company.
In addition, the Company requested Akasaka International Accounting Co., Ltd. (“Akasaka
International Accounting”), a third-party valuation organization independent of our company, to analyze
the value of Class-D shares in order to ensure fairness in the determination of the terms and conditions ofissuance of such shares. Akasaka International Accounting calculated the value of Class-D shares using a- 49 -

binomial lattice model, a general stock option valuation model able to calculate a valuation reflecting the
major characteristics of Class-D shares. Today, we obtained a valuation report on Class-D shares (“Class
Share Valuation Report”) from Akasaka International Accounting.
According to the Class Share Valuation Report, Akasaka International Accounting set certain
assumptions that took into account market conditions as of the valuation record date (the dividend amountof Class-D shares, the clause of acquisition for cash, the right of acquisition for cash, the right ofacquisition for common shares, acquisition price of Class-D shares, a period until the Company can
exercise the clause for acquisition for cash, a period until Class D shareholders exercise the right ofacquisition for cash and the right of acquisition for common shares, the stock price of the Company,
volatility, dividend yield, risk-free interest rates, and credit spreads) and calculated the fair valuation ofClass-D shares to be between 48,765,645 yen and 50,213,259 yen per Class-D share.
The Company received a proposal from the prospective allottees for the terms and conditions ofissuance, including the payment amount for Class-D shares to be 50 million yen per share, and confirmedthat the payment amount is not below the lower limit of the valuation range, with reference to the valuation
amount calculated by the calculation institution based on the above assumptions. In addition, while
comprehensively taking into account the operating environment and financial position of the Company, theCompany repeatedly consulted and negotiated with the prospective allottees regarding the terms andconditions of issuance, and determined an amount to be paid in for Class-D shares to be 50 million yen per
share and decided other terms and conditions of issuance. Since the issue price of Class-D shares has been
determined to be not less than the lower limit of the valuation range and the valuation procedure does notcontain anything unreasonable, the terms and conditions for issuing Class-D shares are reasonable andtheir issuance does not fall under the category of advantageous issuance.
However, given that there could be various views on the valuation of Class shares, we will issue ClassD Shares in accordance with the provisions of Article 199, paragraphs 2 and 3 and Article 309, paragraph 2of the Companies Act conservatively on condition of obtaining approval by a special resolution at theGeneral Meeting of Shareholders.
(5) Overview of Class-D shares[1] Preferred dividend
We set the dividend rate of Class-D shares at 7.8% per annum. In the event of any shortfall in preferred
dividends for Class-D shareholders in a given fiscal year, the shortfall value is intended to accrue
cumulatively for the following fiscal year and thereafter. In principle, Class-D shareholders may notreceive dividends of surplus in excess of the amount of such preferred dividends.
[2] Acquisition rights for common sharesClass-D shares are entitled to acquisition rights for common shares. The Guidelines for Issuance ofClass-D shares stipulate that, in principle, a prospective allottees may request the Company for an
acquisition of all or part of Class-D shares for common shares at any time after the date of issuance of theClass-D Shares. However, pursuant to the provisions of this Subscription Agreement, the prospective
allottees may exercise acquisition rights for common shares only in the cases described below (“Reason for
lifting conversion restriction”).
(i) An elapse of six months from the date on which acquisition rights for cash come into effect(ii) An elapse of December 27, 2029
(iii) In cases where dividends of surplus for Class-D shareholders are not paid at all during two fiscal
years(iv) In cases where the preconditions for payment by the prospective allottees set forth in this Subscription
Agreement are found to have not been met on the payment date(v) In cases where the Company has [1] materially breached the representations and warranties under the
Subscription Agreement or [2] breached any other provision of the agreement (excluding therepresentations and warranties in the agreement) (except for minor breaches), and where such breachis not corrected within 30 days after the date on which the Company receives from the subscriber awritten notice informing such breach
The number of common shares to be delivered upon exercise of the acquisition rights of Class-D
shares for common shares shall be a number calculated using the following calculation formula:(Calculation formula)
The number of common shares of the Company to be delivered in exchange for Class-D shares=
The number of Class-D shares for which acquisition is requested by the shareholder
× An amount to be determined by subtracting a subtraction value specified in [3] (b) below from a- 50 -

basic redemption value specified in [3] (a) below (however, the basic redemption value and the subtraction
value will be computed by replacing a redemption demand date in a basic redemption value calculation
formula and a subtraction value calculation formula with a conversion demand date and by replacing
Class-D preferred dividends paid prior to a redemption demand in the formulas with Class-D preferred
dividends paid prior to a conversion demand (referring to Class-D preferred dividends paid (includinginterim Class-D preferred dividends paid prior to the conversion demand date);÷ Conversion price
The initial conversion price will be 1,344 yen and on June 30 and December 31 each year after
December 31, 2024 will be revised to 95% of the market value (the average daily closing price (includes
indication) on the Tokyo Stock Exchange for 30 trading days from a date 45 trading days prior to aconversion value adjustment date (excludes days without closing price), which shall be calculated up to
two decimal places and be rounded to one decimal place). The lowest revised value will be 708 yen (thelowest conversion price). If an acquisition right is exercised at the lowest conversion price, 14,124,293
common shares (31.56% of the number of issued common shares prior to the issuance of the preferredstock (the third decimal place will be rounded to the second decimal place)) will be delivered. The numberof shares of our common stock to be converted upon exercise of the acquisition right will increase further
if dividends of surplus on Class-D shares are not paid and the amount of accrued preferred dividends
accumulates.
[3] Acquisition rights for cashClass D shares are entitled to acquisition rights for cash. The Guidelines for Issuance of Class-D
Shares stipulates that the prospective allottees may, in principle, demand that the Company acquire all orpart of Class-D Shares for cash at any time after the issuance date for the Class-D shares. However,pursuant to the provisions of this Subscription Agreement, until June 27, 2029 (including on the date), theprospective allottees may exercise the right to demand that the Company acquire such shares for money
only in the cases described in the outline and below (“reasons for lifting restriction on right exercise forcash”):(i) Cases where a distributable of surplus on the Company’s non-consolidated balance sheet on March
31, 2025, or on any last day of each fiscal year thereafter is less than, or equal to, the sum ofcompulsory redemption values to be determined on the assumption that all Class-D Shares areforcibly redeemed on the last day of the relevant fiscal year (however, this shall not apply to cases: i)where, at the annual meeting of shareholders of the Company pertaining to the relevant fiscal year, a
proposal required for reducing share capital or capital reserve by an amount equal to, or over, one to
be determined by subtracting the distributable surplus on the Company’s non-consolidated balance
sheet on the last day of the fiscal year from a compulsory redemption value to be determined on theassumption that all of Class-D shares are redeemed compulsorily; and ii) where the intended
reduction in such share capital or capital reserve comes into effect lawfully and validly within threemonths from the last day of the fiscal year in question);(ii) Cases where the amount of equity capital (referring to an amount to be determined by subtracting theamount of non-controlling interests from the amount of total net assets under the net assets account)on the Company’s consolidated balance sheets on March 31, 2025, and on any last day of each fiscal
year thereafter is less than 75% of the amount on the last day of the previous fiscal year or of theamount on the last day of the fiscal year ending March 2024, whichever is larger;(iii) Cases where the net income or loss on the consolidated profit and loss statement of the Company on
March 31, 2025, and at the end of each fiscal year thereafter is in the red for two consecutive businessyears;(iv) In cases where the preconditions for payment by the prospective allottees set forth in this Subscription
Agreement are found to have not been met;(v) Cases where the Company has [1] materially breached the representations and warranties under the
Subscription Agreement or [2] breached any other provision of the agreement (excluding therepresentations and warranties under the Agreement) (with the exception of minor breaches) and suchbreach is not corrected within 30 days after the date on which the Company receives from thesubscriber a written notice informing the breach
The amount of money to be delivered upon exercise of the acquisition rights for cash attached toClass-D Shares (“Redemption Value”) will be an amount to be calculated by the following calculation
formula:(a) Basic redemption value
Redemption value per Class-D share will be an amount to be calculated by the following calculation- 51 -

formula (“Basic Redemption Value”).
(Basic redemption value calculation formula)
Basic redemption value = 50 million yen × (1 + 0.078) m+n/365
The number of days in the period from the payment date (including the date) to the redemption
demand date (including the date, and referred to as “Redemption Demand date”) will be shown as “myears and n days”.
(b) Subtraction value
Notwithstanding [3] (a) above, redemption value per Class-D share will be an amount to be calculated
by deducting a value to be calculated by the following calculation formula from a basic redemption value
specified in [3] (a) above in cases where any Class-D preferred dividends (“Class-D Preferred Dividends
Paid Prior to Redemption Demand” including interim preferred dividends paid prior to a redemption
demand date) are paid prior to the redemption request. If Class-D preferred dividends paid before aredemption demand are paid multiple times, a subtraction value will be calculated for each of Class-D
preferred dividends paid before the redemption demand, and the combined total amount will be subtracted
from the basic redemption value specified in [3] (a) above.
(Calculation formula for subtraction value)
Subtraction value = Class-D preferred dividend paid prior to a redemption demand × (1 + 0.078)
x+y/365
The number of days from the payment date for Class-D preferred dividends paid prior to a redemption
demand (including the date) to the redemption demand date (including the date) will be shown as “m years
and n days”.
[4] Cause for acquisition for money
A clause for acquisition for cash applies to Class-D shares. Under the clause attached to Class-D
shares on an acquisition for cash in the Guidelines for Issuance of Class D Shares, it is allowed, within ascope permitted by laws and regulations, to acquire all or part of Class-D shares for cash after giving awritten notice (which shall be irrevocable) to Class-D shareholders no later than 20 trading days prior to
the redemption date for Class-D shares for cash on or after a date separately specified by the Board of
Directors of the Company (“Class-D Share Redemption Date for Cash”) at any time after the issuance date.
However, pursuant to the provisions of the Subscription Agreement, the clause for acquisition for money isallowed to be exercised only after the passage of one year from the payment date.
An amount of money to be delivered upon exercise of the acquisition clause for cash attached to ClassD shares (“Compulsory Redemption Value”) will be an amount to be calculated by the following
calculation formula.
(a) Basic compulsory redemption value
A compulsory redemption value per Class-D share will be an amount equivalent to a basic redemption
value to be calculated by the basic redemption value calculation formula (however, “redemption demanddate” in the formula will be replaced with “compulsory redemption date” for application purposes) that is
set forth in [3] (a) above (“Basic Compulsory Redemption Value”).
(b) Subtraction value
Notwithstanding [4] (a) above, if any Class-D preferred dividends (“Class-D Preferred Dividends Paid
Prior to Compulsory Redemption,” including interim Class-D preferred dividends paid prior to acompulsory redemption date) are paid prior to a compulsory redemption date, the compulsory redemption
value per Class-D share will be an amount to be determined by subtracting, from the basic compulsory
redemption value set forth in [4] (a) above, a subtraction value to be calculated by the subtraction value
calculation formula set forth in [3] (b) above (however, “Redemption Date” and “Class-D Preferred
Dividends Paid Prior to a Redemption Demand” in the subtraction value calculation formula will be
replaced respectively with “Compulsory Redemption date” and “Class-D Preferred Dividends Paid Prior toa Compulsory Redemption.” If Class-D Preferred Dividends Paid Prior to Compulsory Redemption are
paid multiple times, a subtraction value will be calculated for each of Class-D Preferred Dividends Paid
Prior to Compulsory Redemption, and the combined total amount will be subtracted from the basic
redemption value specified in [4] (a) above.
[5] Voting rights
Class-D shareholders shall not have voting rights at shareholders meetings unless otherwise provided
for by laws and regulations.
[6] Transfer restrictions
Yes- 52 -

2. Overview of the offering(1) Payment date June 28, 2024
(2) Number of new shares to be issued

Class-D shares: 200 shares(3) Issue amount 50 million yen per share(4) Amount of proceeds

10 billion yen(5) Amount to be credited to share capital

5 billion yen (25 million yen per share)(6) Preferred dividend rate 7.8% per annum(7) Offering or allotment method
To be allotted to the following prospective allottees through a third-party allotment.
(Prospective allottees) Development Bank of Japan Inc.: 100 shares
The Bank of Yokohama, Ltd.: 100 shares(8) Others
Please see Attachment 1 “Class D Share Issuance Guidelines” of the “Notice on Acquisition and
Retirement of Existing Class Shares, Issuance of Class Shares Through Third-Party Allotment, Partial
Amendments to the Articles of Incorporation, Reduction of Share Capital and Capital Reserve, andRefinancing of Current Borrowings by Syndicated Loans” published on May 10, 2024.

- 53 -

Proposal No. 3: Election of Four Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
The terms of office of all five Directors (excluding Directors serving as Audit and Supervisory
Committee Members; the same shall apply hereinafter) will expire at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, the Company proposes the election of four Directors.
The Company has nominated the candidates for Directors through deliberation of the Nomination andCompensation Committee with a majority of its members comprised of Independent External Directors.
In addition, the Audit and Supervisory Committee has discussed this proposal at its meeting, and has
determined that the candidates are qualified for their respective posts.
The candidates for Directors are as follows.

No.

Name

Positions and responsibilities at the Company

1

Sadami Hino

Reelection

2

Nobuyuki Take

Reelection

3

MasahikoSugiyama

Reelection

4

Katsuyoshi
KitadaReelection

Note:

Director
Senior Managing Officer
Chief of Business Management
Chief of Information Systems
Representative Director
Executive Vice President,
Executive Officer
Chief of Corporate Management
Chief of Corporate Planning
Director
Managing Officer
Chief of Accounting and Finance
Representative Director, President
President, Chief Operating Officer
Management of Quality Assurance

Sex

Attendance at
the Board of
Directors
meetings

Male

11/12

Male

12/12

Male

12/12

Male

12/12

In addition to the number of the Board of Directors meetings above, two written resolutions were made pursuant
to Article 370 of the Companies Act and Article 24 of the Articles of Incorporation of the Company, which shallbe deemed to constitute the resolutions of the meeting of the Board of Directors.

- 54 -

Candidates for Directors:
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 2003
July 2009
April 2017
April 2019
April 2020

1

Joined DTS CORPORATION
Joined the Company
Operating Officer
Managing Officer
Chief of Marketing and Sales, Chief ofInformation Systems
April 2021
Senior Managing Officer(current)
Vice Chief of Business Management, Chief ofApril 2021
Marketing and Sales
Chief of Information Systems
April 2021
(current)
Sadami Hino
Chief of Automobile Parts Business Management
April 2022
(October 4, 1977)
Director
June 2022(current)(Reelection)
Vice Chief of Business Management
April 2023
Chief of Business Management
April 2024
(current)[Reason for nomination as Director]
Mr. Sadami Hino has been serving as Director of the Company sinceJune 2022 and has effectively fulfilled his roles and responsibilities
toward the business management, business promotion anddevelopment of the Company. In addition, he has demonstrated strong
leadership in the process of planning and implementing the “Mitsuba
Vision 2030.” The Company therefore proposes his reelection as
Director in order to leverage his ability and experience in the Group’sbusiness management.

Number ofshares oftheCompanyheld- 55 -

539,700
sharesNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1981
April 2011
April 2017
April 20192

Nobuyuki Take
(May 8, 1957)(Reelection)

Joined the Company
Operating Officer
Managing Officer
Chief of Corporate Planning and Environment
Management
April 2019
Chief of Information Systems
April 2020
Executive Vice President, Executive Officer(current)
April 2020
Chief of Corporate Planning, Environment
Management, Administrative and Human
Resources, and Accounting and Finance
June 2020
Representative Director(current)
April 2021
Chief of Corporate Management, Chief ofCorporate Planning(current)(significant concurrent position)
Representative Director, Kiryu Small Businesses Welfare
Cooperative Association[Reason for nomination as Director]
Mr. Nobuyuki Take has been serving as Representative Director of theCompany since June 2020 and has effectively proceeded with building
a corporate governance structure to ensure efficiency and fairness of
the Company’s business management. In addition, he has engaged induties including finance, general affairs, and human resources of theGroup, and has the ability essential for promoting measures related tofinance, general affairs, and human resources. The Company therefore
proposes his reelection as Director in order to leverage his ability andexperience in the Group’s business management.

Number ofshares oftheCompanyheld- 56 -

36,800sharesNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1986
April 2017

3

4

Joined The Bank of Yokohama, Ltd.
Executive Officer and General Manager, Atsugi
Branch of The Bank of Yokohama, Ltd.
General Manager, Central Kanagawa Prefecture
April 2017
Block Business Headquarters of The Bank of
Yokohama, Ltd.
Executive Officer, General Manager, Central
April 2019
Region Headquarters and Senior Deputy General
Manager, Business Division Head Office of The
Bank of Yokohama, Ltd.
Joined the Company
May 2020
MasahikoManaging Officer
Sugiyama(current)(July 29, 1963)
In charge of Accounting and FinanceMay 2020
Director
June
2020(Reelection)(current)
Chief of Accounting and Finance
April 2021
(current)[Reason for nomination as Director]
Mr. Masahiko Sugiyama has been serving as Director of the Company
since June 2020 and has effectively fulfilled his roles andresponsibilities toward the Company’s business management. In
addition, he has a wealth of experience and broad knowledge in theoperations of financial institutions. The Company therefore proposes
his reelection as Director in order to leverage his ability andexperience in the Group’s business management.
April 1976
Joined the Company
April 2007
Operating Officer
April 2015
Managing Officer
April 2019
Vice Chief of Business Management
April 2020
President, Chief Operating Officer(current)
Chief of Business Management
April 2020
Management of Quality Assurance
April 2020
Katsuyoshi Kitada(current)(September 3,
Representative Director, President
June 2020
1953)(current)[Reasonfor
nomination
as Director](Reelection)
Mr. Katsuyoshi Kitada has been serving as Representative Director,
President of the Company since June 2020 and has appropriately
directed and supervised the Company’s business management. In
addition, he has engaged in duties including business operations anddevelopment of the Group, and has experience and track record ofleading the main business. The Company therefore proposes his
reelection as Director in order to leverage his ability and experiencein the Group’s business management.

Number ofshares oftheCompanyheld- 57 -

10,100shares50,200sharesNotes: 1. Among the candidates, those who have special interests with the Company are as follows:
Mr. Nobuyuki Take is Representative Director of Kiryu Small Businesses Welfare Cooperative Association. Thereis a transactional relationship between the said company and the Company involving business entrustment andother transactions.
2. There are no special interests between the Company and the other candidates.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers litigation
expenses and damages, etc. borne by the insured being held liable for the performance of its duties or claims
relating to the pursuit of such liability. If this proposal is approved as originally proposed, all candidates for
Director will be included as insured under the insurance policy.

- 58 -

Proposal No. 4:

Election of Three Directors Serving as Audit and Supervisory Committee Members

The terms of office of three Directors serving as Audit and Supervisory Committee Members, Mr. Keiji
Kiuchi, Mr. Hiroaki Tanji, and Ms. Yoko Nakai, will expire at the conclusion of this Annual General Meetingof Shareholders.
Accordingly, the Company proposes the election of three Directors serving as Audit and Supervisory
Committee Members.
The Company has nominated the candidates for Directors serving as Audit and Supervisory Committee
Members through deliberation of the Nomination and Compensation Committee with a majority of its
members comprised of Independent External Directors.
In addition, the consent of the Audit and Supervisory Committees have been obtained with regard to this
proposal.
The candidate for Director serving as Audit and Supervisory Committee Member is as follows.

No.

Name

1

Hideo Imai

2

Hiroaki Tanji

3

Yoko Nakai

Note:

Positions and responsibilities at the Company

New election

Operating Officer in charge ofInternal Audit

Reelection
External
Independent
Reelection
External
Independent

External Director serving as
Audit and Supervisory
Committee Member
External Director serving as Audit
and Supervisory Committee
MemberSex

Attendance at
the Board of
Directors
meetings

Male

– /12

Male

12/12

Female12/12

In addition to the number of Board of Directors meetings above, two written resolutions were made pursuant to
Article 370 of the Companies Act and Article 24 of the Articles of Incorporation of the Company, which shall bedeemed to constitute the resolutions at the meeting of the Board of Directors.

- 59 -

Candidates for Directors serving as Audit and Supervisory Committee Members:
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
March 1976

1

Hideo Imai
(April 14, 1957)(New election)

Joined Jidosha Denki Kogyo Co., Ltd.
(currently, MITSUBA Corporation)
April 2015
Operating Officer(current)
April 2015
In charge of Quality Assurance
April 2020
Chief of Quality Assurance
April 2024
In charge of Internal Audit(current)[Reason for nomination as Director serving as Audit and Supervisory
Committee Member]
Mr. Hideo Imai has a wealth of experience and knowledge in the
production engineering and quality assurance of the Company. The
Company proposes his new election as Director serving as Audit andSupervisory Committee Member with the expectation that he willcontribute to ensuring the soundness of the Group.

Number ofshares oftheCompanyheld- 60 -

9,700
sharesNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1976

2

Joined DENKI KAGAKU KOGYO KABUSHIKI
KAISHA (currently, Denka Company Limited)
April 1992
Joined HOYA CORPORATION
July 1999
Senior Vice President, HOYA Holdings, Inc
June 2000
Director, HOYA CORPORATION
June 2003
Director, Corporate Executive Officer, andGeneral Manager, Business Development Department,
HOYA CORPORATION
June 2006
Director, Corporate Executive Officer, Chief
Technology Officer, HOYA CORPORATION
June 2009
Corporate Executive Officer, in charge ofPlanning, HOYA CORPORATION
April 2012
Joined ASAHI TEC CORPORATION,
Counsel, ASAHI TEC CORPORATION
May 2012
Vice President & Representative Corporate Executive
Officer, Chief Financial Officer, ASAHI TECCORPORATION
June 2012
Director, Vice President & Representative
Corporate Executive Officer, Chief Financial Officer,
ASAHI TEC CORPORATION
June 2013
Director, President & Representative Corporate
Executive Officer, Chief Executive Officer, ASAHITEC CORPORATION
Hiroaki Tanji
Chairman and Director, ASAHI TEC CORPORATION(July 31, 1952) June 2017
September 2019 Outside Director, Akebono Brake Industry Co., Ltd.
(Reelection) June 2021
Outside Director (Audit & Supervisory(External)Committee Member), Akebono Brake Industry Co.,
(Independent)Ltd.
(current)
June 2022
External Director serving as Audit and Supervisory
Committee Member of the Company(current)(significant concurrent position)
Outside Director (Audit & Supervisory Committee Member), Akebono
Brake Industry Co., Ltd.
[Reason for nomination as External Director serving as Audit andSupervisory Committee Member and expected role]
Mr. Hiroaki Tanji has held a position as Director serving as Audit andSupervisory Committee Member (Independent External Director) sinceJune 2022 and has appropriately conducted supervision of the Company’sbusiness management. In addition, he has extensive experience and deep
insight in business management, having served as Director, Corporate
Executive Officer, Chief Technology Officer, of HOYA CORPORATION,
and Director, President & Representative Corporate Executive Officer,
Chief Executive Officer of ASAHI TEC CORPORATION. The Company
proposes his reelection as External Director serving as Audit andSupervisory Committee Member with the expectation that he will conduct
supervision and offer advice based on his wealth of experience and from an
independent and objective standpoint in fulfilling his role if he is elected as
Independent External Director.

Number ofshares oftheCompanyheld- 61 -

2,600
sharesNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1988

Yoko Nakai(July 19, 1965)
3(Reelection)(External)(Independent)

Joined the Union Bank of Switzerland (currently,
The UBS Bank), Tokyo Branch
October 2001
Registered as attorney
October 2001
Joined Akatsuki Sogo Law Office
January 2006
Joined Luce Law Office(current)
April 2021
Appointed Vice President of Tokyo Bar
Association
June 2022
External Director serving as Audit andSupervisory Committee Member of the Company(current)(significant concurrent position)
Representative, Luce Law Office.
[Reason for nomination as External Director serving as Audit andSupervisory Committee Member and expected role]
Ms. Yoko Nakai has held a position as Director serving as Audit andSupervisory Committee Member (Independent External Director)
since June 2022 and has appropriately conducted supervision of theCompany’s business management. In addition, she has a broad rangeof experience and a high degree of insight as a legal professional, andis well versed in corporate legal affairs. The Company proposes her
reelection as Independent External Director serving as Audit andSupervisory Committee Member with the expectation that she willconduct supervision and offer advice based on her wealth ofexperience and from an independent and objective standpoint infulfilling her roles. She has not been directly involved in corporate
management in the past, but for the reasons stated above, she is able
to appropriately perform her duties as an External Director serving as
Audit and Supervisory Committee Member.

Number ofshares oftheCompany
held

1,600
shares

Notes: 1. There are no special interests between the Company and the candidates.
2. Mr. Hiroaki Tanji and Ms. Yoko Nakai are candidates for External Directors.
1) The reasons for nomination as External Director of the Company are as stated in the “Reason for nominationas External Director serving as Audit and Supervisory Committee Member and expected role” on pages 12-14.
2) Mr. Hiroaki Tanji and Ms. Yoko Nakai are External Directors serving as Audit and Supervisory Committee
Members, and their terms of office as External Directors serving as Audit and Supervisory Committee
Members will be two years at the conclusion of this Annual General Meeting of Shareholders.
3) The Company designated Mr. Hiroaki Tanji and Ms. Yoko Nakai as Independent Directors as stipulated by theregulations of the Tokyo Stock Exchange, and registered them with the Tokyo Stock Exchange.
4) None of the candidates was a business executor or officer in the Company or any entity that has a special
relationship with the Company during the last ten years. None of them was a business executor in a company
where the Company assumed rights and obligations during the past two years through merger, absorption-typecompany split, incorporation-type company split or assignment of business, immediately prior to the said
merger or the like.
5) None of the candidates anticipates receiving a large sum of money or other property from the Company or any
entity that has a special relationship with the Company, and has not received them for the past two years.
6) None of the candidates is a spouse, a relative within the third degree, or any person similar to these persons, ofthe business executor or officer of the Company or any entity that has a special relationship with the Company.

- 62 -

7) The Company has entered into an agreement with Mr. Hiroaki Tanji and Ms. Yoko Nakai to limit their liabilities
for damages as stipulated in Article 423, Paragraph 1 of the Companies Act, and the minimum liability amountbased on the agreement is the amount stipulated in Article 425, Paragraph 1 of the Companies Act. The
Company will continue the same agreement with them if the proposal for their election is approved and adopted.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers litigation
expenses and damages, etc. borne by the insured being held liable for the performance of its duties or claims relating
to the pursuit of such liability. If this proposal is approved as originally proposed, any candidate for Director serving
as Audit and Supervisory Committee Member will be included as insured under the insurance policy.

- 63 -