Notice: This document is an excerpt translation of the original Japanese document and is only for reference
purposes. In the event of any discrepancy between this translated document and the original Japanese
document, the latter shall prevail.
(Stock Exchange Code 6768)
June 13, 2023
(Date of Commencement of Measuresfor Electronic Provision: June 1, 2023)
To Shareholders with Voting Rights:
Masahiro Asada
President
TAMURA CORPORATION
1-19-43, Higashi-Oizumi,
Nerima-ku, Tokyo, JapanNOTICE OF THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 100th Annual General Meeting of Shareholders of TAMURACORPORATION (the “Company”) will be held for the purposes as described below.
The Company has taken measures for electronic provision of information for the convocation of this General
Meeting of Shareholders. Electronically provided information is posted on the website below as “Notice of the100th Annual General Meeting of Shareholders.”
The Company’s website: https://www.tamura-ss.co.jp/jp/finance/stock/
This information has also been posted on the following website.
Tokyo Stock Exchange website (TSE Listed Company Search service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show* Access the website below, enter the Company’s name “TAMURA CORPORATION” or code “6768” inthe appropriate field, and click on “Search.” Next, click on “Basic Information” and “Documents for
public inspection/PR information” in turn.
You can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via theInternet, etc. Please review the Reference Documents for the General Meeting of Shareholders that have been
provided electronically, indicate your vote for or against the proposals via the following instructions, andexercise your voting rights by the end of the Company’s business hours (5:20 p.m.) on Tuesday, June 27, 2023,
Japan time.
1. Date and Time:

Wednesday, June 28, 2023 at 10:00 a.m. Japan time (reception begins at 9:30
a.m.)

2. Place:

3F Fuji, HOTEL METROPOLITAN
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
100th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements-1-2. Non-consolidated Financial Statements for the Company’s 100th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 5 Directors (excluding Directors who are Audit &Supervisory
Proposal 3:
Committee Members)
Election of 5 Directors who are Audit & Supervisory Committee Members
Proposal 4:
Determination of the Amount of Compensation for Directors (excluding
Proposal 5:
Directors who are Audit & Supervisory Committee Members)
Determination of the Amount of Compensation for Directors who are Audit &Proposal 6:
Supervisory Committee Members
Determination of the Amount and Details of Stock Compensation, etc. for
Proposal 7:
Directors (excluding Directors who are Audit & Supervisory Committee
Members)*

Pursuant to laws and regulations and Article 17 of the Articles of Incorporation, the following documents are not includedin the paper copy sent to shareholders who have requested it. Accordingly, these documents are a subset of the documents
audited by the Audit & Supervisory Board Members and the Accounting Auditor during preparation of their respective Audit
Reports
 Notes to the Consolidated Financial  Non-consolidated Statements of  Notes to the Non-consolidated
Statements
Changes in Net Assets
Financial Statements
If the electronically provided materials are revised, the revised versions will be posted on the various websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Matters concerning year-end dividends
The Company considers the return of profits to shareholders the most important management
responsibility, and strives to maintain and enhance the level of dividends, while focusing on improvementof its financial position by expanding business earnings and securing internal reserves for the purpose ofincreasing corporate value through medium- to long-term business plans.
Concerning year-end dividends, based on comprehensive consideration of future business trends andthe financial standing, etc., the Company proposes a year-end dividend of 5 yen per share. Combinedwith the interim dividend of 5 yen, the annual dividend will be 10 yen.
(1)
Type of dividend property:
Cash(2)Matters related to and the aggregate amount of the dividend property to be allotted toshareholders:
5 yen per share of the Company’s ordinary stock
Total amount of dividends: 410,841,005 yen(3)Effective date of dividends of surplus:
June 29, 2023

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) To prepare for future expansion of its business, the Company proposes to partially amend Article
2 of the current Articles of Incorporation.
(2) The Company proposes to transition from a company with board of auditors to a company with
Audit & Supervisory committee, with the aim of further enhancing corporate governance bystrengthening the oversight function of the Board of Directors and further strengthening themonitoring system. It will achieve this by making Audit & Supervisory Committee Members,
who are responsible for auditing and supervising the Directors’ execution of their duties,
members of the Board of Directors. Accordingly, the Articles of Incorporation will be amended
to establish new provisions concerning Directors who are Audit & Supervisory Committee
Members and the Audit & Supervisory Committee, delete the provisions concerning Audit &Supervisory Board Members and Audit & Supervisory Board, and make other changes necessary
for the transition to a company with Audit & Supervisory committee(3) To enable flexibility in capital policies and dividend policies, the Articles of Incorporation willbe amended to provide that payment of dividends of surplus, etc. may be conducted by resolutionof the Board of Directors.
(4) Other necessary changes, including amendments to words and phrases accompanying the above
amendments will be made.
2. Details of amendments
The details of the amendments are as follows.
This proposal shall take effect from the close of this General Meeting of Shareholders.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation

Chapter 1 General Provisions

Chapter 1 General Provisions

Article 2 (Purpose)<Newly Established>
7.

Article 2 (Purpose)
7. Lease, purchase, sale, and maintenance of realestate8.
(Unchanged)(Omitted)

Article 4 (Governing Bodies)
The Company shall have a board of directors,
auditors, a board of auditors, and an accounting
auditor.

Article 4 (Governing Bodies)
The Company shall have a board of directors,
an audit & supervisory committee, and an
accounting auditor.

Chapter 2 Stock

Chapter 2 Stock

Article 7 (Issuance of Stock Certificates)<Deleted>
Article 8 – 11
(Omitted)<Deleted>
Article 7 – 10

(Unchanged)

Chapter 3 Shareholders’ Meetings

Chapter 3 Shareholders’ Meetings

Article 12 – 13 (Omitted)
Article 14 (Convener and Chairperson)
1. The president of the board of directors shallconvene shareholders’ meetings and serve as
their chairperson.
2. Should the president of the board of directors
be unable to act as convener and chairperson,
another director, selected according to anorder of precedence established in advance by
the board of directors, shall act in thatcapacity.
Article 15 – 18 (Omitted)

Article 11-12(Unchanged)
Article 13 (Convener and Chairperson)
1. A director designated by the board of
directors shall convene shareholders’meetings and serve as their chairperson.
2. Should the director in the previous paragraphbe unable to act as convener and chairperson,
another director, selected according to anorder of precedence established in advance by
the board of directors, shall act in thatcapacity.
Article 14-17(Unchanged)-4-Current Articles of Incorporation

Proposed Amendments

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors

Article 19 (Number of Directors)
The Company shall have at least three and no
more than ten directors.

Article 18 (Number of Directors)
1. The Company shall have at least three and no
more than seven directors (excluding
directors who are audit & supervisorycommittee members).
2. The Company shall have at least three and no
more than seven directors who are audit &supervisory committee members.
Article 19 (Election)
1. Directors shall be elected by resolutions of ashareholders’meeting,
distinguishing
between audit & supervisory committee
members and other directors.
<Deleted><Newly Established>
Article 20 (Election and Removal)
1. Directors shall be elected by resolution of ashareholders’ meeting.
4. Directors may be removed from office by
resolution of a shareholders’ meeting,provided that shareholders possessing amajority of the voting rights that may be
exercised are present and that the majority ofthe voting rights are in favor of removal.
Article 21 (Term of Office)
1. The term of office of directors shall continue
until the conclusion of the ordinary
shareholders’ meeting held in the last businessyear to end in the two years following
election.
<Newly Established>

2. The term of office of a director elected as a
substitute for another director or because of
an increase in the number of directors shallconclude at the same time as the term of officeof the other directors.
<Newly Established>

Article 22 (Representative Director and Directors
with Titles)
1. The board of directors shall appoint a small
number of representative directors fromamong directors.

-5-

Article 20 (Term of Office)
1. The term of office of directors (excluding
directors who are audit & supervisorycommittee members) shall continue until theconclusion of the ordinary shareholders’meeting held in the last business year to end
within one year following election.
2. The term of office of directors who are audit& supervisory committee members shallcontinue until the conclusion of the ordinary
shareholders’ meeting held for the final fiscal
year that ends within two years of suchdirectors’ election.
<Deleted>

3. The term of office of a director who is an audit& supervisory committee member elected tofill a vacancy caused by the resignation of adirector who is an audit & supervisorycommittee member prior to the expiry of suchdirector’s term of office shall conclude at thetime the term of office of their predecessor
expires.
Article 21 (Representative Director)
1. The board of directors shall appoint a small
number of representative directors fromamong directors (excluding directors who areaudit & supervisory committee members).

Current Articles of Incorporation
2. One chairman of the board of directors, one
president of the board of directors, and a small
number each of vice-presidents of the boardof directors, senior managing directors andmanaging directors may be appointed byresolution of the board of directors.
Article 23 (Meetings of the Board of Directors)
1. Board of directors meetings shall be convenedby the president of the board of directors or aboard member decided by the board of
directors. A board member decided by theboard of directors shall act as the chairperson.
2. Notice for convening a board of directors
meeting shall be sent to all directors andauditors at least one week prior to the day ofthe meeting. However, this period may be
shortened in case of necessity.
3. When all directors and auditors are agreed, aboard of directors meeting may be held
without
first
going
throughtheabovementioned convening procedure.
4. When a director makes a proposal regarding amatter to be decided at a board of directors
meeting, the proposal shall be deemed
accepted if all the directors who are able toparticipate in its discussion express theiragreement with it either in writing or byelectromagnetic record and if none of theauditors raises any objections to it.
5. The running of board of directors meetingsand other matters related to the board of
directors shall be governed by the Board of
Directors Regulations, to be established by
the board of directors.
.
<Newly Established>

Proposed Amendments<Deleted>

Article 22 (Meetings of the Board of Directors)
1. Board of directors meetings shall be convened
and chaired by a board member decided by theboard of directors.
2. Notice for convening a board of directors
meeting shall be sent to all directors at least
one week prior to the day of the meeting.
However, this period may be shortened in caseof necessity.
3. When all directors are agreed, a board of
directors meeting may be held without firstgoing through the abovementioned convening
procedure.
4. When a director makes a proposal regarding amatter to be decided at a board of directors
meeting, the proposal shall be deemed
accepted if all the directors who are able toparticipate in its discussion express theiragreement with it either in writing or byelectromagnetic record.

5. The running of board of directors meetingsand other matters related to the board of
directors shall be governed by the Board of
Directors Rules, to be established by the boardof directors.
Article 23 (Delegation of decision-making onimportant business executions)
In accordance with Article 399-13, Paragraph 6of the Companies Act, the Board of Directors
may, by its resolution, delegate to directors allor part of the authority of decision-making onimportant business executions (excluding
matters listed in each Item of Article 399-13,
Paragraph 5 of the Companies Act).
Article 24 (Compensation)
Article 24 (Compensation)
The compensation of directors shall be1.
The compensation of directors shall be
determined by resolution of a shareholders’determined by resolution of a shareholders’meeting, distinguishing between directors who
meeting.
are Audit & Supervisory Committee Members
and other directors.
2.

-6-Current Articles of Incorporation

Proposed Amendments

Chapter 5 Executive Officers

Chapter 5 Executive Officers

Article 26 (Executive Officers)
2. The duties of executive officers shall be basedon the Executive Officer Regulations, to beestablished by the board of directors.

Article 26 (Executive Officers)
2. The duties of executive officers shall be basedon the Executive Officer Rules, to beestablished by the board of directors.

Chapter 6 Auditors and Board of Auditors<Deleted><Deleted>

Article 27 (Number of Auditors)
The Company shall have at least three and no
more than five auditors.
Article 28 (Election)
Auditors shall be elected at a shareholders’meeting. Election shall require thatshareholders who possess at least one third of
the voting rights that may be exercised bepresent and that a majority of the voting rights
be in favor of election.
Article 29 (Term of Office)The term of office of auditors shall continue
until the conclusion of the ordinary
shareholders’ meeting held in the last businessyear to end within the four years following
election.
The term of office of an auditor elected toreplace an auditor who retires shall last until theterm of office of the retired auditor expires.
Article 30 (Standing Auditors)
The board of auditors shall appoint a small
number of standing auditors from among theauditors.
Article 31 (Meetings of the Board of Auditors)
1. Notice for convening a board of auditors
meeting shall be sent to all auditors at least
one week prior to the day of the meeting.
However, this period may be shortened incase of necessity.
2. The running of board of auditors meetingsand other matters related to the board ofauditors shall be governed by the Board ofAuditors Regulations, to be established by theboard of auditors.
Article 32 (Compensation)
The compensation of auditors shall be
determined by resolution of a shareholders’meeting.

-7-<Deleted><Deleted><Deleted><Deleted><Deleted>

Current Articles of Incorporation
Article 33 (Partial Exemption of Auditors from
Liability, and Liability-Limiting Contracts)
1. Based on the provisions in Article 426,
Paragraph 1 of the Companies Act, theCompany may, by resolution of the board of
directors, exempt auditors (including past
auditors), to the extent permitted by law, fromliability for damages to the Company.
2. Based on the provisions in Article 427,
Paragraph 1 of the Companies Act, theCompany may conclude contracts withauditors regarding their liability for damages
to the Company.

Proposed Amendments<Deleted><Newly Established>

Chapter 6 Audit & Supervisory Committee<Newly Established>

Article 27 (Audit & Supervisory Committee)
1. Notice for convening an audit & supervisorycommittee meeting shall be sent to each audit& supervisory committee member at least one
week prior to the day of the meeting.
However, this period may be shortened incase of necessity.
2. When all audit & supervisory committee
members are agreed, audit & supervisorycommittee meetings may be held without firstgoing through the abovementioned convening
procedure.
3. The running of audit & supervisorycommittee meetings and other matters related
to audit & supervisory committee meetings
shall be governed by the audit & supervisorycommittee rules, to be established by the audit& supervisory committee.
Article 28 (Standing Audit & Supervisory Committee
Member)
The audit & supervisory committee may, by its
resolution, appoint a standing audit &supervisory committee member.

<Newly Established>

Chapter 7 Accounting Auditor

Chapter 7 Accounting Auditor

Article 34 – 35
(Omitted)
Article 36 (Accounting Auditor’s Compensation,
etc.)
The compensation, etc., of the accounting
auditor shall be determined by the
representative director, subject to the consent of
the board of auditors.
Article 37(Omitted)

Article 29 – 30
(Omitted)
Article 31 (Accounting Auditor’s Compensation,
etc.)
The compensation, etc., of the accounting
auditor shall be determined by the
representative director, subject to the consent of
the audit & supervisory committee.
Article 32(Unchanged)

Chapter 8 Accounting

Chapter 8 Accounting

Article 38

Omitted

Article 33-8-(Unchanged)

Current Articles of Incorporation
Article 39 (Distribution of Surplus by Dividend)
1. Based on a resolution of the shareholders’meeting, the Company may pay a year-end
dividend to the shareholders and registeredstock pledgees who are recorded in theshareholder registry as of the last day of therelated business year.
2. In addition to the year-end dividend, theCompany may, based on a resolution of theboard of directors, pay an interim dividend to
the shareholders and registered stock
pledgees who are recorded in the shareholder
registry as of September 30 of each year.
Article 40 (Acquisition of Treasury Stock)
The Company may, based on a resolution of theboard of directors, acquire treasury stock bymeans of transactions conducted in the market
or by the tender offer method stipulated in
Article 27, Paragraph 2, Section 6 of the
Financial Instruments and Exchange Act.
<Newly Established>

Article 41(Omitted)<Newly Established>

Proposed Amendments
Article 34 (Distribution of Surplus by Dividend, etc.)
Unless otherwise provided by laws or
regulations, the Company may determine
matters stipulated in each item of Article 459,
Paragraph 1 of the Companies Act, such as
dividend distribution of surplus, based on a
resolution of the Board of Directors.
<Deleted><Deleted>

Article 35 (Record Date for Distribution of Surplus
Dividends)
1. The record date for dividend distribution of
surplus for each accounting year shall be
March 31 of each applicable year.
2. The record date for interim dividend
distribution of surplus for each accounting
year shall be September 30 of each applicableyear.
3. In addition to the preceding paragraphs, theCompany may distribute dividends of surplus
based on other record dates determined fromtime to time by the Company.
Article 36(Unchanged)(Supplementary Provisions)
The Company may, by resolution of the Boardof Directors, exempt auditors (including former
auditors) from liability for damages
compensation under Article 423, Paragraph 1 of
the Companies Act in relation to acts conducted
before the close of the 100th annual general
meeting of shareholders within the limits
stipulated by laws and regulations.

-9-Proposal 3:
Election of Five (5) Directors (excluding Directors who are Audit & Supervisory
Committee Members)
If Proposal 2: Partial Amendments to the Articles of Incorporation is approved as originally proposed, theCompany will transition to a company with audit & supervisory committee, the terms of office of all Directors(8 persons) will expire when the amendments to the Articles of Incorporation come into effect, and they willvacate their positions. Accordingly, the Company proposes the election of five (5) Directors (excluding
Directors who are Audit & Supervisory Committee Members; the same shall apply hereinafter in this proposal)
after the transition to a company with audit & supervisory committee.
This proposal will take effect on the condition that the amendments to the Articles of Incorporation in
Proposal 2: Partial Amendments to the Articles of Incorporation come into effect. The candidates for Directors
are as follows.
Number of
Name
Past experience, positions, responsibilities
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
April 1982
Joined the Company
April 2003
Director, TAMURA EUROPE LIMITED
Senior Executive Officer, the Company
April 2005
Director/ Senior Executive Officer
June 2007
June
2009
Director/Vice President
Masahiro Asada
June 2016
Director/Executive Vice President(June 19, 1959)
Chairperson, KOHA CO., LTD.
October 2018
April
2019
President, the Company (current position)[Reappointment]
1

Attendance at meetingsof the Board of
Directors
100% (19 out of 19
times)

Reason for nomination as candidate for Director
Mr. Masahiro Asada has driven the Company’s core businesses,
including the Electronic Component-related Business and theElectronic Chemicals & FA Systems-related business Sector on a
global basis. Since his appointment as President in 2019, he has takencommand of the management of the Group as a whole and promoted
the Medium-Term Management Plan, “Energize the Future 100.” We
have renominated him as a candidate for Director of the Company inthe belief that he will contribute to the Group’s continued growth andthe medium- to long-term enhancement of corporate value.
April 1986
June 2009
June 2014

2

Joined the Company
Senior Executive Officer
General Manager of Corporate Management
Division (current position)
Director/ Senior Executive Officer
June 2015
Yusaku Hashiguchi April 2018
Controller of Business Sectors at Head Office(current position)(September 16, 1962)
Part-time Director, Novel Crystal Technology Inc.
June 2018(current position)[Reappointment]
June 2018
Director/Vice President, the Company (current
position)
Attendance at meetings
Reason for nomination as candidate for Directorof the Board of
Mr. Yusaku Hashiguchi has promoted business in the Electronic
Directors
Component-related Business and as regional controller in China,
100% (19 out of 19
ASEAN, and elsewhere. He has been in charge of businesstimes)
administration of the Group as a whole as Director/ Vice President
since 2018. He has broad-ranging knowledge, including of the Japaneseand overseas markets and technology areas, and we have renominatedhim as candidate for Director of the Company in the belief that he willcontribute to the achievement of the Group’s management plan and the
medium- to long-term enhancement of corporate value.

25,968- 10 -

18,787No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
Senior Executive Officer
Director/ Senior Executive Officer (current
position)
Director, TAMURA CORPORATION OF CHINA
October 2011
LIMITED
September 2017 Director, KOHA CO., LTD.
Norihiko Nanjo
Director, TAMURA ELECTRONICS (HUI
October 2017
(February 11, 1965)
ZHOU) CO., LTD.
President, KOHA CO., LTD.
January 2020
[Reappointment]
In charge of Sales Strategy, General Manager ofApril 2022
Strategic Market Development Department, in
Attendance at meetings
charge of Information Equipment-related Business,of the Board of
the Company (current position)
Directors
Reason for nomination as candidate for Director
100% (19 out of 19
Mr. Norihiko Nanjo has driven the Group’s global business growth andtimes)
the strengthening of its competitiveness as the person responsible forEurope, the U.S., China, and other markets in the Electronic
Component-related Business and also as the person responsible for the
Information Equipment-related Business and for market development.
We have renominated him as candidate for Director in the belief that
his abundant overseas experience and knowledge of sales andmarketing strategy will contribute to the promotion of the growthstrategy set forth in the Group’s Medium-term Management Plan.
Joined Tamura Kaken Co., Ltd.
April 1988
April 2005
Executive Officer
June 2007
Director/ Executive Officer
Senior Executive Officer, the Company
April 2010
Director/Senior Executive Officer (current
June 2013
position)
Director, TAMURA CORPORATION
August2015
Shoichi Saito
SINGAPORE PTE. LTD.
(December 20, 1964) April 2020
Director, TAMURA EUROPE LIMITEDIn charge of R&D Strategy, General Manager ofApril 2022
[Reappointment]
R&D Strategy, the Company (current position)
October 2022
In charge of Security Trade Control (current
Attendance at meetings
position)of the Board of
Reason for nomination as candidate for Director
Directors
Mr. Shoichi Saito has driven the Group’s business on a global basis as100% (19 out of 19
the person responsible for the Electronic Chemicals & FA Systemstimes)
related business Sector and the Electronic Component-related
Business. As the person responsible for R&D strategy since 2022, he
has led the Group’s development of technologies and products. He hasabundant business experience and advanced knowledge of R&D andtechnology, and we have renominated him as candidate for Director in
the belief that he will contribute to the promotion of the growth strategy
through the creation of new products and technologies set forth in theMedium-term Management Plan.

Number ofshares of theCompany held

April 1988
June 2008
June 20093

4- 11 -

25,54523,058Name(Date of birth)

No.

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Yokogawa Electric Corporation
Transferred to Yokogawa Solution Service
Corporation
Joined the Company
April 2016
Director, TAMURA ELECTRONICS
April 2018
(MALAYSIA) SDN. BHD.
Yohei Tamura
President, the Company
April 2019
(September 5, 1984) October 2021
Director, TAMURACORPORATION(THAILAND) CO., LTD.
[New Appointment] April 2023
General Manager of President’s Office, theCompany (current position)
Attendance at meetings Reason for nomination as candidate for Directorof the Board of
Mr. Yohei Tamura has contributed to the Group’s global businessDirectors
growth through his career in key positions at the Malaysian and Thaibases of the Electronic Component-related Business. As General
Manager of President’s Office since April 2023, he has promoted job
satisfaction reform and operational reforms based on the Medium-termManagement Plan. We have nominated him as candidate for Director
in the belief that he will contribute to the Group’s continued
advancement and the medium- to long-term enhancement of corporate
value.
April 2010
April 2013

5

(Notes)1. There are no special interests between the candidates and the Company.
2. The Company has concluded a Directors and Officers Liability Insurance contract that insures all Directors. The
insurance premiums for this policy are fully borne by the Company and no substantial insurance premium is borneby the insured. The policy covers the liability of Directors and Audit & Supervisory Board Members arising in theperformance of their duties and damage claims received pertaining to the pursuit of said liability. However, thepolicy does include certain exemption clauses, such as no compensation being given for liability attributable toacts in violation of laws or regulations that were carried out with full knowledge of their illegality.
If Messrs. Masahiro Asada, Yusaku Hashiguchi, Norihiko Nanjo, and Shoichi Saito are re-appointed as Directors,
each Director will become insured persons under the insurance policy. If the election of the newly nominated Mr.
Yohei Tamura is approved, he will also become an insured person under the insurance policy. In addition, theCompany plans to renew the insurance policy with the same substance at the time of its next renewal.

- 12 -

0Proposal 4:

Election of Five (5) Directors who are Audit & Supervisory Committee Members

If Proposal 2: Partial Amendments to the Articles of Incorporation is approved as originally proposed, theCompany will transition to a company with Audit & Supervisory Committee. Accordingly, the Company
proposes the election of five (5) Directors who are Audit & Supervisory Committee Members.
The Audit & Supervisory Board has provided its approval to this proposal.
This proposal will take effect on the condition that the amendments to the Articles of Incorporation in
Proposal 2: Partial Amendments to the Articles of Incorporation come into effect.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1978

September 2005

July 2006
June 2009
Akira Kubota(September 9, 1953)

1

April 2014

April 2016
[New Appointment]
May 2017[Outside][Independent Director]
Attendance at meetingsof the Board of
Directors
100% (19 out of 19
times)

June 2018

Joined Ministry of International Trade and Industry(currently Ministry of Economy, Trade andIndustry)
Director-General, Research and Statistics
Department, Department, Economic and Industrial
Policy Bureau
Joined Olympus Corporation
Executive Officer, Division Manager,
Microtechnology R&D Division, Corporate R&D
CenterExecutive Managing Officer, Group President,
Corporate R&D Center
Executive Managing Officer, Unit Head, Medical
Affairs & CSR Office
Executive Director of NIPPON ELECTRIC
CONTROL EQUIPMENT INDUSTRIESASSOCIATION (current position)
Director, the Company (current position)

Reason for nomination as candidate for Outside Director who is an
Audit & Supervisory Committee Member and summary of expected
roles
Mr. Akira Kubota has experience in research and development andmanagement at government organizations and a major global company.
As Director and member of the Nomination & Remuneration Advisory
Committee of the Company since 2018, he has contributed tostrengthening the functions of the Board of Directors from an
independent position. We have nominated him as Outside Director who
is an Audit & Supervisory Committee in the expectation of his
contributions to decision-making in the Board of Directors and to thestrengthening of its audit & supervisory functions as a Director who is
an Audit & Supervisory Committee Member, Chief Outside Director,
and Chair of the Nomination & Remuneration Advisory Committee.

- 13 -

Number ofshares of theCompany held

4,510

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

The 46th Legal Apprentice of the Supreme Court
Registered at the Daini Tokyo Bar Association
Law Offices of Homma & Komatsu (currently
Homma & Partners)
Partner Lawyer (current position)
April 1999
April 2009
Practicing-attorney-professor for civil advocacy of
the Legal Training and Research Institute, theHaruko Shibumura
Supreme Court
June
2015
Outside Auditor, NICHIREKI CO., LTD.
(December 6, 1964)
June 2018
Director, the Company (current position)[New Appointment] June 2019
Outside Director (Audit & Supervisory Committee
Member), Astellas Pharma Inc. (scheduled to[Outside]
resign in 2023)[Independent Director]
June 2019
Outside Director, NICHIREKI CO., LTD. (current
position)
Attendance at meetings
Reasonfor
nominationas candidate for Outside Director who is an Auditof the Board of&Supervisory
Committee
Member and summary of expected roles
Directors
100% (19 out of 19 As an attorney, Ms. Haruko Shibumura has broad-ranging insights into
legal affairs, and she also possesses abundant experience as an Outside
times)
Director. As a Director and member of the Nomination & Remuneration
Advisory Committee of the Company since 2018, she has contributed tostrengthening the Company’s governance from an independent position.
We have nominated her as Outside Director who is an Audit &Supervisory Committee Member and member of the Nomination &Remuneration Advisory Committee in the expectation of her
contributions to decision-making in the Board of Directors and to thestrengthening of its audit & supervisory functions.
Joined Sony Corporation (currently Sony Group
April 1979
Corporation)
President, Sony Visual Products Inc.
April 2014
EVP, Sony Corporation, in charge of production,
April 2015
logistics, procurement, quality, environment, andengineering platforms
February 2019
Joined Zensho Holdings Co., Ltd. as Managing
Masashi Imamura
Executive Officer(January 8, 1957)
President, Zensho Factory Holdings Co., Ltd.
June 2019
Managing Executive Director, Zensho Holdings[New Appointment]
Co., Ltd.
Resigned from Zensho Holdings Co., Ltd.
June 2022[Outside]

Number ofshares of theCompany held

April 1992
April 1994
April 1994

2

3

[Independent Director] Reason for nomination as candidate for Outside Director who is an
Audit & Supervisory Committee Member and summary of expected
Attendance at meetings roles
Through his career holding key positions in one of Japan’s leadingof the Board ofglobal electrical manufacturers and in the foodservice industry, Mr.
Directors
Masashi Imamura has wide-ranging business experience andknowledge of corporate management in areas such as manufacturing,logistics, procurement, and quality. We have nominated him as Outside
Director who is an Audit & Supervisory Committee Member andmember of the Nomination & Remuneration Advisory Committee inthe expectation of his contributions to decision-making in the Board of
Directors and to the strengthening of its audit & supervisory functions
from an independent position.

- 14 -

0

10,000No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1992
September 2000

Akiko Toyoda(December 27, 1968)

4

5

January 2001
October 2006
October 2008
July 2010

Joined The Dai-Ichi Kangyo Bank (currently
Mizuho Bank, Ltd.)
Assigned to Mizuho Holdings, Inc. (currently
Mizuho Financial Group, Inc.)
Assigned to Mizuho Securities Co., Ltd.
Joined Lazard Frères K.K.
Joined Huron Consulting Group Inc.
Worked independent of Huron Consulting Group(Trustees Corporate Finance Co., Ltd.)
Joined Mizuho Corporate Advisory Co., Ltd.
Joined PwC Advisory LLC (current position)[New Appointment] December 2011
[Outside]
October 2016
[Independent Director] Reason for nomination as candidate for Outside Director who is an
Audit & Supervisory Committee Member and summary of expected
Attendance at meetings rolesof the Board of
Ms. Akiko Toyoda has been engaged in financial advisory services for
Directors
cross-border and intra-Japan M&As for many years, and she possesses
wide-ranging knowledge of corporate business portfolio strategies,
finance and accounting, tax matters, and legal affairs. We havenominated her as Outside Director who is an Audit & Supervisory
Committee Member and member of the Nomination & Remuneration
Advisory Committee in the expectation of her contributions todecision-making in the Board of Directors and to the strengthening of
its audit & supervisory functions from an independent position.
April 1987
Joined the Company
December 2002 Manager of Corporate Support Group, Corporate
Management Division
April 2015
General Manager of Global Business Promotion
Division, Electronic Components Business Unit
June 2015
Director, TAMURA EUROPE LIMITED
April 2017
Deputy General Manager of Corporate
Management Division, the Company
April 2019
Executive Officer, General Manager of HPM
Yuji Yokoyama
Business Department, Electronic Components(March 14, 1964)
Business Unit
President, TAMURA EUROPE LIMITED[New Appointment] April 2020
Executive Officer, Deputy General Manager(responsible for Europe and United States Area),
Electronic Components Business Unit, theAttendance at meetings
Companyof the Board ofSeptember 2020 Audit & Supervisory Board Member (current
Directors
position)
100% (19 out of 19
Reason for nomination as candidate for Director who is an Audit &times)
Supervisory Committee Member
Mr. Yuji Yokoyama has been in charge of accounting operations andan overseas subsidiary of the Group for many years, and he possesses
broad-ranging experience and advanced knowledge of management
and finance and accounting. Since 2020, he has contributed to objective
and effective auditing as Full-time Audit & Supervisory Board
Member. We have nominated him as a Director who is an Audit &Supervisory Committee Member in the belief that he will contribute tostrengthening of the Board of Directors’ audit & supervisory functions.

- 15 -

Number ofshares of theCompany held

0

19,551

(Notes)
1. There are no special interests between the candidates and the Company.
2. Of the candidates for Director, Mr. Akira Kubota, Ms. Haruko Shibumura, Mr. Masashi Imamura and Ms. Akiko
Toyoda are candidates for Outside Director.
Furthermore, Mr. Akira Kubota’s and Ms. Haruko Shibumura’s terms of office as Outside Directors of theCompany will be five (5) years, respectively, at the close of this General Meeting.
3. Mr. Akira Kubota and Ms. Haruko Shibumura have been submitted as Independent Directors pursuant to theregulations of the Tokyo Stock Exchange, and if they are reelected as proposed, they are planned to continue assuch Independent Directors/Auditors. Further, if Mr. Masashi Imamura and Ms. Akiko Toyoda are elected as
proposed, they are planned to newly become Independent Directors.
4. The Company has concluded a liability limitation agreement with Mr. Akira Kubota, Ms. Haruko Shibumura, andMr. Yuji Yokoyama, and if their election is approved, the Company plans to continue with these agreements.
Further, if the election of Mr. Masashi Imamura and Ms. Akiko Toyoda, is approved, the Company plans toconclude a similar agreement with them. A summary of these liability limitation agreements is as follows.
 If an Outside Director is negligent in duties and becomes liable to the Company for damages, the liability fordamages shall be the minimum amount as stipulated in Article 425, Paragraph 1 of the Companies Act.
 The above liability limit for damages shall be accepted only in the case where the execution of duties whichcaused the liability was conducted by the Outside Director in good faith and without gross negligence.
5. Facts of violations of laws and regulations and Articles of Incorporation or of engaging in illegal businessexecution by another company at which a candidate for Outside Director has served as an officer in the past five(5) years
NICHIREKI CO., LTD., where Ms. Haruko Shibumura concurrently serves as Outside Director, announced thatin June 2019, it had received a cease and desist order and administrative surcharge payment order from the Japan
Fair Trade Commission under the Antimonopoly Act with regard to the sales price of modified asphalt, which had
been subjected to on-site inspections by the commission in May 2018.
Although Ms. Haruko Shibumura was an Outside Auditor of the company when it was subjected to the on-site
inspections, she was not aware of the facts of this violation until they came to light. However, she had regularly
made appropriate comments regarding thorough legal compliance. In addition, since becoming aware of this matter,
she has responded as necessary regarding exhaustive efforts toward improvement, including calling for a thoroughinvestigation, proposing measures to prevent a recurrence, and confirming that such measures have been
implemented, thus fulfilling her duties.
6. The Company has concluded a Directors and Officers Liability Insurance contract that insures all Directors. The
insurance premiums for this policy are fully borne by the Company and no substantial insurance premium is borneby the insured. The policy covers the liability of Directors and Audit & Supervisory Board Members arising in theperformance of their duties and damage claims received pertaining to the pursuit of said liability. However, thepolicy does include certain exemption clauses, such as no compensation being given for liability attributable toacts in violation of laws or regulations that were carried out with full knowledge of their illegality.
The candidates will all become insured persons under the insurance policy. In addition, the Company plans torenew the insurance policy with the same substance at the time of its next renewal.

- 16 -

Reference: Main Specializations and Experiences of Candidates (Skill Matrix)
Management skills
Name

Position, responsibilities,
etc. at the Company

Company
management

President

Masahiro Asada

President of Board of
Directors
Member, Nomination &Remuneration Advisory
Committee

Director/Managing
Executive Officer

Yusaku Hashiguchi
Director/ Senior
Executive Officer

Norihiko Nanjo
Director/ Senior
Executive Officer

Shoichi Saito

Outside Director (Audit& Supervisory
Committee Member)

Haruko Shibumura
Outside Director (Audit& Supervisory
Committee Member)

Masashi Imamura
Outside Director (Audit& Supervisory
Committee Member)

Akiko Toyoda
Director (Audit &Supervisory Committee
Member)experience

●

●

●

●

●

●

●

R&D/
Technology

Independent Director
Chief Outside Director
Chair, Nomination &Remuneration Advisory
Committee
Independent Director
Member, Nomination &Remuneration Advisory
Committee,
Attorney
Independent Director/Member, Nomination &Remuneration Advisory
Committee
Independent Director/Member, Nomination &Remuneration Advisory
Committee●●

Administrative skills

Manufacturing

Sales//

marketing

Quality●Legalaffairs/Risk

Finance/

Management Accounting

●

●

●
●

●

●

●

Yohei Tamura

Akira Kubota

Global●Director/Executive
Officer
Outside Director (Audit& Supervisory
Committee Member)International/

Executive skills

●

●

●

●

●

●

●

●

●

●

●

●

●

Yuji Yokoyama* The above table does not indicate all of the knowledge possessed by each officer.
* The candidates comprise eight (8) males and two (2) females (percentage of females: 20%).

- 17 -

Proposal 5:

Determination of the Amount of Compensation, etc. for Directors (excluding Directors
who are Audit & Supervisory Committee Members)

At the 99th Annual General Meeting of Shareholders held on June 28, 2022, the maximum amount ofcompensation for Directors of the Company was resolved to be maximum 250 million yen per year (of which
maximum 50 million yen per year for Outside Directors). However, if Proposal 2: Partial Amendments to the
Articles of Incorporation is approved as originally proposed, the Company will transition to a company with
Audit & supervisory committee. Accordingly, taking into consideration the economic situation and other various
circumstances, the Company seeks approval to set the amount of compensation, etc. for Directors (excluding
Directors who are Audit & Supervisory Committee Members ; the same shall apply hereinafter in this proposal)
after the transition to a company with Audit & supervisory committee to maximum 200 million yen per year,
and for the specific amounts, timing of payments, etc. for individual Directors to be determined by resolutionof the Board of Directors. The Company believes that the substance of this proposal is reasonable as this
proposal is decided by the Board of Directors after deliberation and report by the Nomination and Remuneration
Advisory Committee, taking into consideration the fact that it is in line with the transition to a company with
Audit & supervisory committee, its reasonableness in light of trends at other companies, and other various
circumstances, in addition to the details of the determination policy for the content of individual compensation
for Directors of the Company. This compensation, etc. will not include the employee salary portion of Directors
concurrently serving as employees for their services in such capacity.
The current number of Directors is eight (8) persons. If Proposal 2: Partial Amendments to the Articles ofIncorporation and Proposal 3: Election of Five (5) Directors (excluding Directors who are Audit & Supervisory
Committee Members) are approved as originally proposed, the number of Directors will be five (5) persons.
The details of this proposal will take effect on the condition that Proposal 2: Partial Amendments to the
Articles of Incorporation comes into effect.
The outline of the detail of the determination policy for the content of individual compensation for Directorsof the Company is as described in “(4) Matters concerning compensation, etc. for Directors and Audit &Supervisory Board Members (i)” of “4. Matters concerning Directors/Corporate Officers of the Company” inthe Business Report (in Japanese only). However, the Company plans to change the substance in line with thesubstance of this proposal and Proposal 7, on the condition that Proposal 2, this proposal, and Proposal 7 areapproved and adopted at this General Meeting of Shareholders.
Proposal 6:

Determination of the Amount of Compensation etc. for Directors who are Audit &Supervisory Committee Members

If Proposal 2: Partial Amendments to the Articles of Incorporation is approved as originally proposed, theCompany will transition to a company with Audit & supervisory committee. Accordingly, taking into
consideration the economic situation and other various circumstances, the Company seeks approval to set theamount of compensation, etc. for Directors who are Audit & Supervisory Committee Members after thetransition to a company with Audit & supervisory committee at maximum 98 million yen per year, and for the
specific amounts, timing of payments, etc. for individual Directors who are Audit & Supervisory Committee
Members to be determined by discussion among the Directors who are Audit & Supervisory Committee
Members.
The Company believes that the amount of compensation, etc. related to this proposal is reasonable in lightof the professional responsibilities of the Directors who are Audit & Supervisory Committee Members.
If Proposal 2: Partial Amendments to the Articles of Incorporation and Proposal 4: Election of Five (5)Directors who are Audit & Supervisory Committee Members are approved as originally proposed, the number
of Directors who are Audit & Supervisory Committee Members will be five (5) persons.
The details of this proposal will take effect on the condition that Proposal 2: Partial Amendments to the
Articles of Incorporation comes into effect.

- 18 -

Proposal 7.

Determination of amount and details of Stock Compensation, etc. for Directors (excluding
Directors Who Are Audit & Supervisory Committee Members)

1. Reasons for the proposal and reason for deeming the compensation system to be reasonable
On the condition that Proposal 2: Partial Amendments to the Articles of Incorporation is approved asoriginally proposed, the Company will transition to a company with Audit & supervisory committee.
At the 99th Annual General Meeting of Shareholders held on June 28, 2022, the introduction of the stockcompensation plan with a trust (hereinafter referred to as the “Plan”) for Directors (excluding Outside
Directors) was approved and the Plan has been implemented to date. However, with a transition to a company
with Audit & supervisory committee, the Company seeks approval to re-establish the compensation category
under the Plan as a compensation category for Directors (excluding Directors who are Audit & Supervisory
Committee Members and Outside Directors) subsequent to the transition to a company with Audit &supervisory committee.
As is the case with the current Plan, this compensation category shall be established separately from thecategory described in Proposal 5: Determination of the Amount of Compensation, etc. for Directors(excluding Directors who are Audit & Supervisory Committee Members) for which the Company seeks
approval.
The Company newly seeks approval for this Proposal in line with the transition to a company with Audit& supervisory committee. However the substantial details of this Proposal are the same as the details
approved at the 99th Annual General Meeting of Shareholders held on June 28, 2022, and even after thetransition to a company with Audit & supervisory committee, there will be no change to the fact that
Directors should be motivated to improve the Company’s performance and help raise its corporate value inthe medium to long term. For these reasons, the Company believes that the substance of this Proposal isreasonable.
The outline of the detail of the determination policy for the content of individual compensation for
Directors of the Company is as described in “(4) Matters concerning compensation, etc. for Directors andAudit & Supervisory Board Members (i)” of “4. Matters concerning Directors/Corporate Officers of theCompany” in the Business Report (in Japanese only). However, the Company plans to change the substanceof the policy in line with the substance of this proposal and Proposal 5, on the condition that Proposal 2, this
proposal, and Proposal 5 are approved and adopted.
The Company believes that the substance of this proposal is reasonable as it is necessary and rational forthe payment of compensation, etc. in accordance with the policy subsequent to the change.
The number of Directors who are eligible for the Plan is currently five (5) persons. If Proposal 2: Partial
Amendments to the Articles of Incorporation and Proposal 3: Election of Five (5) Directors are approved asoriginally proposed, the number of Directors (excluding Directors who are Audit & Supervisory Committee
Members and Outside Directors) who are eligible to the Plan will be five (5).
This proposal will take effect on the condition that Proposal 2: Partial Amendments to the Articles ofIncorporation comes into effect.
2. The Amount and Details of Compensation, etc. under the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan by which a trust to be established through the contribution of monies
by the Company (hereinafter referred to as the “Trust”) acquires the shares of the Company and the numberof the Company’s shares corresponding to the number of points to be granted by the Company to each Director
is delivered to each Director through the Trust.
There are two types of points granted based on the Plan: fixed points and performance-linked points.
Fixed points are granted to Directors (excluding Directors who are Audit & Supervisory Committee
Members and Outside Directors) who are in office during the fixed points period based on the corporate ranks,etc. Initial fixed-point period shall be for three years from the day after the date of the Annual General Meetingof Shareholders held in 2022 to the date of the Annual General Meeting of Shareholders in 2025.
Performance-linked points are granted to Directors (excluding Directors who are Audit & Supervisory
Committee Members and Outside Directors) who are in office during the performance-linked points period
based on the corporate ranks and the degree of achievement of the performance targets, etc. Initial
performance-linked point period shall be for three fiscal years from the fiscal year ended the last day of March2023 to the fiscal year ending the last day of March 2025 (hereinafter “performance-linked point period” and“fixed-point period” are referred to as “Covered Period,” individually or collectively).

- 19 -

The time when Directors receive the delivery of the Company's shares is, in principle, at the time of theirretirement as Director (including as Director who is an Audit & Supervisory Committee Member).
(i)

Eligible persons of the Plan (Note)(ii) Covered Period

Directors of the Company (excluding Directors who
are Audit & Supervisory Committee Members andOutside Directors)<Initial fixed-point period>
From the day after the date of the Annual General
Meeting of Shareholders held in 2022 to the date of
the Annual General Meeting of Shareholders in 2025
<Initial performance-linked point period>
From the fiscal year ended the last day of March 2023
to the fiscal year ending the last day of March 2025(iii) Upper limit of cash contributed by theCompany as the fund to acquire theCompany’s shares necessary forissuance to the eligible persons of (i) in
each Covered Period of (ii) (Note)<Funds for acquisition of the Company’s sharesequivalent to fixed points>
30 million yen in cash during the initial fixed-point
period<Funds for acquisition of the Company’s sharesequivalent to performance-linked points>
102 million yen in cash during the initial
performance-linked point period(iv) Method of acquiring the Company’s
Dispose of treasury shares or acquire shares from theshares (if any in the future)exchange market (including off-floor trading)(v) Upper limit of the total number of points Fixed points:
granting to the eligible persons of (i)25,000 points per fiscal year
(Note)
Performance-linked points:
258,000 points per initial performance-linked
point period (three fiscal years)(vi) Criteria for granting points
Fixed points:
Points to be granted in accordance with corporate
ranks, etc.
Performance-linked points:
Points to be granted in accordance with corporate
ranks and achievement of the performance targets,
etc.
(vii) When to issue the Company’s shares to
In principle, at the time of retirement from their
the eligible persons of (i) (Note)
position of Director (including Director who is an
Audit & Supervisory Committee Member).
(Note) For the period until the transition to a company with Audit & supervisory committee, eligible persons
under the Plan are Directors excluding Outside Directors of the Company, as resolved at the 99th
Annual General Meeting of Shareholders held on June 28, 2022.
(2) Cash contributed to the Trust by the Company
The initial trust period of the Trust shall be about three years. The Trust shall be set with Directors who
acquire the beneficiary rights as beneficiaries as specified in (3) (iii) below.
In accordance with the previous resolution, the Company has entrusted the cash within the range of theupper limit amount described in the table (iii) of (1) above to the Trust as the funds to acquire the Company’s
shares necessary for delivery to Directors (Directors excluding Outside Directors prior to the transition to acompany with Audit & supervisory committee) based on the Plan, and the Trust has acquired the Company’s
shares, using that cash in the Trust as the funds.
The Company shall deliver the Company shares corresponding to the points granted as remuneration for
Directors after the transition to a company with Audit & supervisory committee with the Company’s sharesin the Trust.
With a decision by the Company’s Board of Directors, a new fixed-point period and a performance-linked
point period may be set (Note 1) at the expiration of each Covered Period, and the trust period of the Trust
may be extended accordingly (including virtual extension of the Trust period by transferring the trust assetsof the Trust to a trust whose purpose is the same as that of the Trust set by the Company; hereinafter the same

- 20 -

applies) or the Plan may be continued.
In this case, the Company shall entrust the funds (Note 3) to additionally acquire the Company’s shares fordelivery to Directors based on the Plan (Note 2) to the Trust and continue to grant points and issue theCompany shares as described in (3) below during each newly set Covered Period.
The same shall apply after the expiration of each Covered Period.
Note 1: One fixed-point period shall be the period up to the period from the date following the Annual
General Meeting of Shareholders to the date of the Annual General Meeting of Shareholders five
years later. One performance-linked point period shall be a period up to the period within fivefiscal years.
Note 2: The upper limit of funds for acquisition of the Company’s shares equivalent to fixed points shallbe the amount obtained by multiplying the number of years of the fixed point period by 10 million
yen and the upper limit of funds for acquisition of the Company’s shares equivalent toperformance-linked points shall be the amount obtained by multiplying the number of years of theperformance-linked points period by 34 million yen, respectively.
Note 3: The amount of cash to be additionally entrusted to the Trust by the Company in actuality includes
a sum of the necessary estimated costs including trust fees and trust administrator fees, in addition
to the funds to acquire the Company’s shares as above.
The Company has introduced a similar plan for certain Executive Officers who have a delegationagreement with the Company and may additionally entrust cash for acquisition of the Company
shares necessary for delivery to the Executive Officers under such similar plan.
In addition, even when the Plan will not be continued by setting a new Covered Period as described above,
if there are Directors (including Directors who are Audit & Supervisory Committee Members) who havealready been granted points but have not retired at the end of the trust period, the trust period of the Trust may
be extended until the Director (including as Director who is an Audit & Supervisory Committee Member)retires and the delivery of the Company's shares is completed.
(3) Method for determining the Company’s shares to be delivered to the Directors and the upper limit(i) Method, etc. of granting points to the Directors
The Company shall grant fixed points and performance-linked points to each Director on the point
granting day specified in the share delivery rules during the trust period based on the share issuance rules set
up at the meeting of the Company’s Board of Directors.
However, the upper limit of the total points that the Company grants to each Director shall be 25,000
points for one fiscal year and 258,000 points for the initial performance-linked point period (three fiscal
years) respectively (Note 4).
Note 4: When setting a new performance-linked point period as described in (2) above, the upper limit
for performance-linked points is the number of points obtained by multiplying the number ofbusiness years by 86,000 for each performance-linked point period.
(ii) Delivery of the Company’s shares corresponding to the number of points granted
Directors will be granted the Company's shares in accordance with the procedure in (iii) below, according
to the number of points granted in (i) above.
One point shall be equal to one share of the Company’s shares.
However, in the case where it is considered reasonable to adjust the number of Company’s shares to be
granted such as a share split or share consolidation, an adjustment will be made to the relevant split orconsolidation ratio etc.
(iii) Delivery of the Company’s shares to the Directors
In principle, each Director shall acquire the beneficiary right of the Trust by following the prescribed
procedure at the time of retirement as Director (including as Director who is an Audit & Supervisory
Committee Member) and receive the Company’s shares from the Trust as beneficiaries as described (ii)above.
However, of these, a certain percentage of the Company's shares may be sold and redeemed in the Trustfor the purpose of withholding tax payment funds such as withholding income tax, and then cash may bedelivered in lieu of the Company’s shares.
In addition, in the case that the Company’s shares in the Trust have been liquidated for cash, including
where the Company’s shares in the Trust have been applied for a tender offer and settled, cash may bedelivered in lieu of the Company’s shares.
(4) Exercise of voting rights
None of the voting rights with respect to the Company’s shares in the Trust shall be exercised based on an- 21 -

instruction of the trust administrator who is independent of the Company and its officers.
This is intended to ensure neutrality to the Company’s corporate management with respect to the exercise
of voting rights regarding the Company’s shares in the Trust.
(5) Treatment of dividends
Dividends with respect to the Company’s shares in the Trust shall be received by the Trust and used toacquire the Company’s shares and pay trust fees for the trustee of the Trust.
End- 22 -