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

Securities Code: 4826
August 27, 2021
To Our Shareholders:
Akihiko Sakamoto
President
Computer Institute of Japan, Ltd.
1-2-24 Hiranuma, Nishi-ku, Yokohama-shi,
Kanagawa

Notice of the 46th Annual General Meeting of Shareholders
We are pleased to inform you that the 46th Annual General Meeting of Shareholders of Computer Institute of Japan,
Ltd. (the “Company”) is scheduled to be held as described below.
You may exercise your voting rights by one of the following methods. Please review the following Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on
Wednesday, September 15, 2021 (JST).
[Exercising Voting Rights in Writing (by Mail)]
Please indicate your vote of approval or disapproval of the proposals on the enclosed voting form, and returnit by postal mail so that it arrives by the deadline indicated above.
[Exercising Voting Rights by Electromagnetic Method (via the Internet)]
Please enter your vote of approval or disapproval by the deadline indicated above.
1. Date and Time:Thursday, September 16, 2021, at 10:00 a.m. (JST)(Reception desk will open at 9:00 a.m.)

2. Venue:“Nichirin,” 5F, Yokohama Bay Sheraton Hotel & Towers
1-3-23 Kitasaiwai, Nishi-ku, Yokohama-shi, Kanagawa

3. Purpose of the Meeting:
Matters to Be Reported
1. The Business Report, the Consolidated Financial Statements, and the Reports on theaudit of the Consolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board for the 46th fiscal year (from July 1, 2020 to June 30, 2021)
2. The Non-consolidated Financial Statements for the 46th fiscal year (from July 1, 2020
to June 30, 2021)
Matters to Be Resolved
Proposal No. 1
Election of Nine Directors
Proposal No. 2
Determination of the Maximum Amount of Remuneration for Granting Restricted
Shares to Directors (excluding Outside Directors)-1- Of the attached documents to this Notice, the following items have been posted on the Company’s website, in
accordance with the provisions of relevant laws and regulations and the Company’s Articles of Incorporation.
Consequently, the relevant documents are not included in the Notice.
1. Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
2. Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements
 The Consolidated Financial Statements and Non-consolidated Financial Statements included in the attacheddocuments to this Notice are a part of the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members in the course of the preparation of their audit
reports. Furthermore, these documents are also a part of the Consolidated Financial Statements and the Nonconsolidated Financial Statements audited by the Accounting Auditor in the course of the preparation of thefinancial audit report.

When attending the general meeting of shareholders in person, you are kindly requested to submit the enclosed voting form forexercise of voting rights at the reception desk.



If changes are made to the contents of the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, or Non-consolidated Financial Statements, such changes will be posted on the Company’s
website immediately.

The Company’s website (https://www.cij.co.jp/en/)-2-

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

Election of Nine Directors

At the conclusion of this meeting, the terms of office of all nine Directors will expire. Therefore, the Company
proposes the election of nine Directors.
The candidates for Director are as follows:

Candidate
No.

Name

Position and Responsibilities at the Company

Attendance atBoard ofDirectors
meetings(FY2021)1

Reelection Akihiko Sakamoto

President and Chief Executive Officer

100%(18/18)2

Reelection Masami Takamisawa

Director
Principal Engineer

94%(17/18)3

Reelection Nobuyasu Ibaraki

Director and Managing Executive Officer
General Manager of Administration
Management Div. and General Manager ofBusiness Resource Promotion Div. andManager of Information System Dept.

100%(18/18)4

Reelection Shigenari Kubo

Director and Senior Executive Officer
Head of Sales Sec.

100%
(18/18)5

New election Hirokazu Sakurai

Executive Officer
General Manager of Financial Business Div.

6

Reelection Atsushi Kawakami

Director (part-time)

7

Reelection Makoto Oya

Outside Independent Outside Director

100%(18/18)8

Reelection Tsutomu Ae

Outside Independent Outside Director

100%(18/18)9

New election Yuji Kawashima

Outside Independent100%(18/18)–Reelection Candidate for Director to be reelected New election Candidate for Director to be newly elected
Outside Candidate for Outside Director Independent Independent officer as defined by the securities exchange

-3-

–

–

CandidateNo.

1

Reelection

Akihiko Sakamoto (Date of birth: February 1, 1964) Number of the Company’s shares owned.........51,652[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
May 1988
Joined the Company
July 2015
Director and Senior Executive Officer, andGeneral Manager of SI Business Div.
July 2006
Manager of Wide Business Sales Dept. of WideBusiness Div.
July 2016
Director and Managing Executive Officer, andGeneral Manager of Sales Div.
Apr. 2007
Manager of Wide Business Sales Dept. of Wide
July 2017
Business Div., and General Manager of Chubu
Director and Managing Executive Officer, andBranchGeneral Manager of Sales Div. and Manager ofSales Dept. III
July 2008
Manager of Management Planning Dept.
Aug.
2017
President of Custanet Co., Ltd. (current
July 2010
Executive Officer, and Manager of
position)Management Planning Dept.
July
2018
Director and Managing Executive Officer, andJuly 2011
Executive Officer, and General Manager of SI
General Manager of Sales Div. of the Company
Business Div., and Manager of Development
Sept. 2018
Support Solution Dept.
President and Chief Executive Officer, andGeneral Manager of Sales Div.
Sept. 2011
Director and Executive Officer, and General
Manager of SI Business Div., and Manager ofJuly 2019
President and Chief Executive Officer
Development Support Solution Dept.
(current position)
July 2014
Director and Senior Executive Officer, andGeneral Manager of SI Business Div., andManager of Development Support Solution
Dept.
Reasons for nomination as candidate for Director
Akihiko Sakamoto has a wealth of business experience and a high level of insight in the Company’s business and overall business
management, having served in important positions for many years in the Company’s Business Division, Sales Division andManagement Planning Department and serving as President and Chief Executive Officer of the Company for three years.
The Company has determined that he will utilize this experience and insight in overseeing the overall management of the Group and,while leading changes toward the achievement of sustainable growth, will appropriately supervise the execution of business.
Therefore, the Company has nominated him as a candidate for Director.

-4-CandidateNo.

2

Reelection

Masami Takamisawa (Date of birth: April 16, 1956) Number of the Company’s shares owned..... 131,916[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1979
Joined the Company
July 2010
Director and Senior Executive Officer, and in
charge of Management Planning/Legal Dept.,
July 1998
General Manager of Tokyo Branch
Principal Engineer, General Manager ofJuly 2001
General Manager of Mobile Technology
Business Resource Promotion Div., OfficeBusiness Div.
Manager of PMO and Standardization
July 2002
Principal Engineer
Promotion Office, and Office Manager of Legal
Sept. 2004
Director and Principal Engineer
Affair & Internal Audit Dept.
July 2006
Director and Executive Officer, and Principal
July 2012
Director and Senior Executive Officer, and inEngineer, and Office Manager of Management
charge of Management Planning, in charge ofInformation Planning Office
Technology Dept., Principal Engineer, General
July 2007
Director and Executive Officer, and Principal
Manager of Business Resource Promotion Div.,
Engineer and Manager of Management
Office Manager of PMO and Standardization
Information Planning Office
Promotion Office, and Office Manager of Legal
Affair & Internal Audit Dept.
Mar. 2008
Director and Executive Officer, and Principal
Engineer, and Manager of Management
July 2014
Director and Senior Executive Officer, andPlanning Dept.
Principal Engineer, Manager of Management
Planning Dept., and Office Manager of Legal
July 2008
Director and Senior Executive Officer, and in
Affair & Internal Audit Dept.
charge of Management Planning/Legal Dept.,
Principal Engineer, General Manager ofJuly 2018
Director and Senior Executive Officer, andBusiness Resource Promotion Div., and OfficePrincipal Engineer, General Manager ofManager of Legal Affair & Internal Audit Dept.
Administration Management Div., and Office
Manager of Legal Affair & Internal Audit Dept.
Sept. 2018
Director and Managing Executive Officer, andPrincipal Engineer, General Manager of
Administration Management Div., and Office
Manager of Legal Affair & Internal Audit Dept.
July 2020
Director and Managing Executive Officer, andPrincipal Engineer and General Manager of
Administration Management Div.
July 2021
Director and Principal Engineer (current
position)
Reasons for nomination as candidate for Director
Masami Takamisawa has a wealth of business experience and a high level of insight in the Company’s business and overall business
management and a high level of expertise in the field of software development technology, having been in charge of technical areas of
the Company as Principle Engineer for many years and serving in important positions in the Management Planning Department, Legal
Affairs Department, Business Resource Promotion Division and other administration management departments.
The Company has determined that he will utilize this experience and insight for the promotion of strategic R&D, enhancement ofcorporate governance and other measures, which will serve as the foundation of sustainable growth of the Group, and willappropriately supervise the execution of business. Therefore, the Company has nominated him as a candidate for Director.

-5-CandidateNo.

3

Nobuyasu Ibaraki

Reelection(Date of birth: February 4, 1960) Number of the Company’s shares owned......... 32,114[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1987
Joined the Company
July 2011
Director, and Manager of Information System
Dept. of Administration Management Div.
July 2006
General Manager of SI Business Div. andManager of Solution Technology Development
Sept. 2011
Manager of Information System Dept. of
Dept.
Administration Management Div.
July 2007
July 2012
Executive Officer, and General Manager of SI
Manager of Information System Dept. ofBusiness Div., Manager of Solution
Business Resource Promotion Div.
Technology Development Dept., and General
July 2014
Executive Officer, and General Manager ofManager of Communication & Embedded
Business Resource Promotion Div., andBusiness Div.
Manager of Information System Dept.
July 2008
Executive Officer, and General Manager of SI
July 2016
Senior Executive Officer, and General Manager
Business Div., General Manager ofof Business Resource Promotion Div. andCommunication & Embedded Business Div.,Manager of Information System Dept.
and Manager of Embedded System
Sept. 2017
Director and Senior Executive Officer, andDevelopment Dept.
General Manager of Business Resource
Sept. 2009
Director and Executive Officer, and General
Promotion Div., and Manager of Information
Manager of SI Business Div., General Manager
System Dept.
of Communication & Embedded Business Div.,
July 2021
Director and Managing Executive Officer,
and Manager of Embedded System
and General Manager of Administration
Development Dept.
Management Div., General Manager ofJuly 2010
Director and Executive Officer, and General
Business Resource Promotion Div., andManager of SI Business Div., General Manager
Manager of Information System Dept.
of Communication & Embedded Business Div.,(current position)
Manager of Solution Promotion Dept., andManager of Embedded System Development
Dept.
Reasons for nomination as candidate for Director
Nobuyasu Ibaraki has a wealth of business experience and a high level of insight in the Group’s business and a high level of expertisein the business promotion field, having served in important positions for many years in the Company’s Business Division and serving
in important positions in the Business Resource Promotion Division, which is an Administration Management Department.
The Company has determined that he will utilize this experience and insight in promoting transformation of the business model andbusiness streamlining toward further growth of the Group, and will appropriately supervise the execution of business. Therefore, theCompany has nominated him as a candidate for Director.

-6-

Candidate
No.

4

Shigenari Kubo

(Date of birth: May 8, 1964)

Reelection
Number of the Company’s shares owned...........9,300[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1989
Apr. 2017
Joined NTT DATA Communications Systems
Executive Officer, and Deputy General
Corporation
Manager of Wide Business Div., General
Manager of Seibu Branch, and General
July 2010
General Manager of Second System
Manager of Kyushu BranchManagement of e-community Department ofJuly 2017
Regional Business Sector of NTT DATA
Executive Officer, and Deputy General
Corporation
Manager of Wide Business Sec., and General
Manager of Wide Business Div.
July 2014
General Manager of Second System
July 2018
Management Section of Second Public
Executive Officer, and General Manager ofDepartment of Public Sector 1
Wide Business Div.
Oct. 2016
Sept. 2019
Deputy General Manager of Wide BusinessDirector and Executive Officer, and GeneralDiv. of the Company
Manager of Wide Business Div.
Feb. 2017
July 2020
Deputy General Manager of Wide BusinessDirector and Senior Executive Officer, andDiv., General Manager of Seibu Branch, andGeneral Manager of Prime Business Div.
General Manager of Kyushu Branch
July 2021
Director and Senior Executive Officer, andHead of Sales Sec. (current position)
Reasons for nomination as candidate for Director
Shigenari Kubo has a wealth of business experience and a high level of insight in the Company’s business, having served in important
positions in business divisions at companies in the same industry as the Company prior to serving in important positions in the
Company’s Business Division.
The Company has determined that he will utilize this experience and insight in promoting the development of new businesses andbusiness streamlining toward further growth of the Group, and will appropriately supervise the execution of business. Therefore, theCompany has nominated him as a candidate for Director.

-7-

CandidateNo.

5

Hirokazu Sakurai

New election(Date of birth: January 28, 1965) Number of the Company’s shares owned...........1,700[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1987
Joined Hitachi, Ltd.
Nov. 2012
Outside Director of Bank Computer Service
Co., Ltd.
Apr. 2004
General Manager in charge of Nationwide
Financial Systems Headquarters 3rd
Apr. 2014
General Manager of Nationwide Financial
Department of Financial Systems Division
Systems Headquarters of Financial Systems
Division of Hitachi, Ltd.
Apr. 2006
General Manager of Nationwide Financial
Systems Headquarters 3rd Department ofJan. 2020
Executive Officer, and Deputy General
Financial Systems Division
Manager of Financial Business Div. of theCompany
May 2006
Outside Director of High-Brain Co., Ltd.
July
2020
Executive Officer, and General Manager ofOct. 2009
Head of Financial Solutions Development
Financial Business Div. (current position)
Center of NEXTCAP Solutions Headquartersof Financial Systems Division of Hitachi, Ltd.
Sept. 2020
Director and Vice President of Japan
Financial Engineering Co., Ltd. (current
Oct. 2011
General Manager in charge of Nationwide
position)
Financial Systems Headquarters of Financial
Systems Division
Reasons for nomination as candidate for Director
Hirokazu Sakurai has a wealth of business experience and a high level of insight in the Company’s business, having served inimportant positions in business divisions within the same industry as the Company prior to serving in important positions in the
Company’s Business Division.
The Company has determined that he will utilize this experience and insight in promoting the development of new businesses andbusiness streamlining toward further growth of the Group, and will appropriately supervise the execution of business. Therefore, theCompany has nominated him as a candidate for Director.

-8-

CandidateNo.

6

Reelection

Atsushi Kawakami (Date of birth: September 12, 1970) Number of the Company’s shares owned ..... 12,040[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Mar. 2000
Joined the Company
July 2018
Executive Officer, and General Manager ofFinancial Business Div.
July 2011
Manager of Financial Solution Dept. of SI
Business Div.
Sept. 2018
Director and Executive Officer, and General
Manager of Financial Business Div.
July 2015
Deputy General Manager of SI Business Div.,
July 2019and Manager of Financial Solution Dept.
Director and Managing Executive Officer, andGeneral Manager of Sales Div., and General
July 2016
Executive Officer, and General Manager ofManager of Financial Business Div.
Financial Business Div. and Manager ofJuly 2020
Financial Solution Dept. IV
Director and Managing Executive Officer, andGeneral Manager of Sales Div.
July 2017
Executive Officer, and General Manager ofFinancial Business Div., and Manager ofSept. 2020
Part-time Director (current position)
Financial Solution Dept. V
Sept. 2020
President of CIJ Next Co., Ltd. (current
position)
Reasons for nomination as candidate for Director
Atsushi Kawakami has experience and achievements and a high level of insight in the Company’s business, having served inimportant positions in the Company’s Business Division and serving in important positions in the Sales Division that oversee sales forthe entire Company.
On September 4, 2020, he assumed office as President of the consolidated subsidiary CIJ Next Co., Ltd. The Company has determinedthat he will utilize his wealth of experience and insight in further promoting Group synergies by strengthening cooperation between
the companies toward further growth of the Group, and will appropriately supervise the execution of business. Therefore, theCompany has nominated him as a candidate for Director.

-9-Candidate
No.

7

Makoto Oya(Date of birth: June 5, 1948)

Reelection Outside Independent
Number of the Company’s shares owned...........5,000[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1972
Joined Hitachi, Ltd.
Apr. 2010
Head of Media Information Center and Library
Director
Aug. 1996
General Manager of Design Department ofSoftware Division
Sept. 2012
Outside Director of the Company (current
position)Aug. 1999
General Manager of Management Department
Apr. 2013of System Division
Dean of Graduate School of Technology of
Shonan Institute of Technology
Apr. 2003
Professor of Graduate School of Information
Science and Technology of Hokkaido
University
Oct. 2005
Professor of Department of Information
Science of Faculty of Engineering of Shonan
Institute of Technology
Reasons for nomination as candidate for Outside Director, overview of roles expected to be performed, etc.
Makoto Oya has a high level of insight in the Company’s business and a high level of expertise in the field of software development
technology based on his experience as a university professor of information science.
The Company has determined that he will utilize this experience and insight and will appropriately supervise the execution of theCompany’s business. In addition, the Company expects that he will contribute to the realization of more transparent management by
providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders.
Therefore, the Company has nominated him as a candidate for Outside Director. If he is elected, he will provide guidance from an
objective and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and thedetermination of their remuneration, etc. as Chair of the Nomination and Compensation Committee.
At the conclusion of this meeting, his tenure as Outside Director of the Company will have been nine years.

- 10 -

Candidate
No.

8

Tsutomu Ae

Reelection Outside Independent(Date of birth: April 25, 1943) Number of the Company’s shares owned......... 10,800[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1967
Apr. 2007
Joined Nippon Telegraph and Telephone Public
Corporate Auditor of NTTDATA CUSTOMER
Corporation
SERVICE Corporation
Apr. 1994
June 2008
General Manager in charge of Quality
President and Representative Director of
Assurance Department of NTT DATA
Ubiquitous Co., Ltd.
Communications Systems Corporation
Mar. 2014
Advisor of the Company
June 1994
Administrative Officer of Japan Systems Co.,
Apr. 2015
Director of Ubiquitous Co., Ltd.
Ltd.
Sept. 2015
Outside Director of the Company (current
July 1994
Managing Director
position)
June 1998
Senior Managing Director
Dec. 2015
Advisor of Ubiquitous Co., Ltd.
June 2001
President and Representative Director
Apr. 2006
Director and Chairman
Reasons for nomination as candidate for Outside Director, overview of roles expected to be performed, etc.
Tsutomu Ae has a wealth of experience and achievements and a high level of insight as a corporate manager, having served incorporate management at companies in the same industry as the Company.
The Company has determined that he will utilize this experience and insight and will appropriately supervise the execution of theCompany’s business. In addition, the Company expects that he will contribute to the realization of more transparent management by
providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders.
Therefore, the Company has nominated him as a candidate for Outside Director. If he is elected, he will participate from an objective
and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determinationof their remuneration, etc. as member of the Nomination and Compensation Committee.
At the conclusion of this meeting, his tenure as Outside Director of the Company will have been six years.

- 11 -

CandidateNo.

9Yuji Kawashima

New election Outside Independent(Date of birth: March 4, 1956) Number of the Company’s shares owned................. 0[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1979
June 2014
President and Chief Executive Officer
Joined Nippon Telegraph and Telephone Public
Corporation
June 2017CEO and President of NTT DATA INSTITUTE
Apr. 1994
OF MANAGEMENT CONSULTING, Inc.
General Manager in charge of Public
Administration System Sector of NTT DATA
June 2020
Standing Corporate Auditor of NTT DATA
Communications Systems Corporation
CUSTOMER SERVICE Corporation
June 2007
Senior Vice President and Senior Executive
June 2021
Director and Vice President of SYSTEMManager of Second Public Administration
COORDINATE CO.,LTD. (current position)
System Sector of NTT DATA Corporation
June 2021
Outside Director of TDC SOFT Inc. (current
June 2012
Executive Vice President and Senior Executive
position)Manager of Regional Business Sector
June 2013
Representative Director and Senior Executive
Vice President of NTT DATA i CORPORATION
Reasons for nomination as candidate for Outside Director, overview of roles expected to be performed, etc.
Yuji Kawashima has a high level of insight regarding the Company’s business and a wealth of experience and achievements as acorporate manager, having served in important positions and management at companies in the same industry as the Company.
The Company has determined that he will utilize this experience and insight and will appropriately supervise the execution of theCompany’s business. In addition, the Company expects that he will contribute to the realization of more transparent management by
providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders.
Therefore, the Company has nominated him as a candidate for Outside Director. If he is elected, he will participate from an objective
and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determinationof their remuneration, etc. as member of the Nomination and Compensation Committee.
(Notes) 1. There is no special interest between any of the candidates for Director and the Company.
2. Makoto Oya, Tsutomu Ae, and Yuji Kawashima are candidates for Outside Director.
3. The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Makoto Oya and Tsutomu Ae have been
designated as independent officers as provided for by the aforementioned exchange. If their reelection is approved, theCompany plans for their designation as independent officers to continue. If the election of Yuji Kawashima is approved,
the Company plans for his designation as an independent officer.
4. The Company has entered into limited liability agreements with Makoto Oya and Tsutomu Ae to limit their liability under
Article 423, paragraph (1) of the Companies Act pursuant to the Articles of Incorporation. If their reelection is approved,
the Company plans to renew the aforementioned agreement with them. The limitation of liability under such agreements isthe prescribed amount specified by laws and regulations. If the election of Yuji Kawashima is approved, the Company plansto enter into the same limited liability agreement with him.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy covers losses that may arise from assumption of liabilityof the insured, including Director of the Company, incurred in the course of the performance of duties or receipt of claims
pertaining to the pursuit of such liability. If each candidate is elected and assumes the office as Director, the Company plans
to include every such Director as an insured in the insurance policy. In addition, when the policy is renewed, the Company
plans to renew the policy with the same terms.

- 12 -

Proposal No. 2

Determination of the Maximum Amount of Remuneration for Granting Restricted Shares
to Directors (excluding Outside Directors)

At the 24th Annual General Meeting of Shareholders held on September 17, 1999, the amount of remuneration, etc.
for Directors of the Company was approved up to ¥180 million or less per annum. In this proposal, the Company isrequesting approval to deliver restricted shares as remuneration to Directors of the Company (excluding Outside
Directors; the “eligible Directors”), for the purpose of giving incentives to eligible Directors for sustainableimprovement of the Group’s corporate value, as well as raising motivation over the medium- to long-term, and furtheraligning their interests with those of all shareholders, separately from the abovementioned remuneration.
The total number of common shares of the Company to be issued or disposed of for eligible Directors based on this
proposal shall be up to 35,000 shares or less per annum. However, if the total number of issued shares of the Company
increases or decreases due to a share consolidation or share split (including gratis allotment of shares), the maximum
number shall be adjusted according to the ratio.
In addition, the specific timing and allocation of payments to each eligible Director will be decided by the Board of
Directors after deliberation by the Nomination and Compensation Committee, respecting the Committee’s opinions.
At the Board of Directors meeting held on March 23, 2020, the Company established a policy for determining
individual remuneration for Directors, and since said policy will continue to be considered as appropriate in the event
this proposal is approved and adopted as originally proposed, there is no plan to change said policy. This proposal
has necessary and rational details in order to grant individual remuneration, etc. for Directors in line with said policy,
and the ratio of the total number of shares to be issued or disposed of for eligible Directors per year is 0.2% or lessof total number of issued shares (as of June 30, 2021). Therefore, the Company believes that details of this proposal
are appropriate.
The current number of Directors is nine (of which three are Outside Directors), and if Proposal No. 1 is approved
and adopted as originally proposed, the number of Directors will be nine (of which three are Outside Directors) andthe number of eligible Directors will be six.
In addition, in issuing or disposing of the Company’s common shares in accordance with this proposal, eligible
Directors shall not be required to pay money, etc., and the Company shall conclude an allotment agreement for
restricted shares (the “Allotment Agreement”) with eligible Directors including details below.
(1) Transfer Restriction Period
Eligible Directors shall, from the date of allocation under the Allotment Agreement to the expiration of his or
her term of office (the term of office including reappointment period; the “Transfer Restriction Period”), nottransfer, offer as security, or otherwise dispose of the common shares of the Company allotted under the
Allotment Agreement (the “Allotted Shares”). These restrictions are hereinafter referred to as the “Transfer
Restrictions.”(2) Conditions for Lifting Transfer Restrictions
Provided that eligible Directors maintain the position of Director of the Company from the start date of theTransfer Restriction Period through conclusion of the Annual General Meeting of Shareholders that first arrives
thereafter (the “Service Provision Period”), the Company shall lift Transfer Restrictions for all Allocated Shares
upon expiration of the Transfer Restriction Period. However, notwithstanding the above provisions, if theeligible Director retires from or leaves his or her position of Director of the Company before the expiration of
the Service Provision Period due to death or other justifiable reasons, Transfer Restrictions on the number of
Allocated Shares and timing of lifting the Transfer Restrictions may be reasonably adjusted as necessary.
(3) Reasons for Acquisition without Contribution
If the eligible Director retires from his or her position of Director of the Company before the expiration of theTransfer Restriction Period, the Company shall rightfully acquire the Allotted Shares without contribution,
unless the reason for retirement is death or other justifiable reason. In addition, the Company shall rightfullyacquire the Allotted Shares for which the Transfer Restrictions have not been lifted immediately after theTransfer Restrictions have been lifted in accordance with the provisions of (2) above, without contribution.

- 13 -

(4) Treatment for Reorganizations, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a merger agreement
whereby the Company becomes the absorbed company, or a shares exchange agreement whereby the Company
becomes a wholly owned subsidiary, or other matter relating to reorganization, etc. such as a share transfer plan
is approved at the Company’s General Meeting of Shareholder (or at a the Company’s Board of Directors
meeting in cases where approval at the Company’s General Meeting of Shareholders is not required regarding
the reorganization, etc.), by resolution of the Company’s Board of Directors, the Transfer Restriction Period
can be lifted prior to the effective date of the reorganization for the number of Allotted Shares reasonably
determined in consideration of the period from the start date of the Transfer Restriction Period until the approvaldate of said reorganization, etc. In addition, in the case described above, the Company shall rightfully acquire
the Allotted Shares for which the Transfer Restrictions have not been lifted immediately after the Transfer
Restrictions have been lifted, without contribution.
(5) Other Matters
Other matters related to the Allocation Agreement shall be determined by the Company’s Board of Directors.

- 14 -