[Translation]

This document has been translated from the Japanese original for the convenience of non-Japaneseshareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 9069
June 7, 2019
To our shareholders:
Yasuhisa Fukuda
President and Representative Director
SENKO Group Holdings Co., Ltd.
8-10, Shiomi 2-chome, Koto-ku, TokyoNOTICE OF CONVOCATION OF
THE 102nd ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 102nd Annual Meeting of Shareholders of SENKO Group
Holdings Co., Ltd. (the “Company”) on June 26, 2019, which will be held as describedhereunder.
If you are unable to attend the Meeting in person, we ask you to review the attached
Reference Documents for the Annual Meeting of Shareholders and exercise your voting
rights by either of the following methods by 6:15 p.m., Tuesday, June 25, 2019 (Japan
Standard Time).
[Voting by postal mail]Please indicate your approval or disapproval of the proposals on the enclosed voting form, andreturn it by postal mail to reach us by the above deadline.
[Voting via the Internet]
Please access the website for exercising voting rights designated by the Company(https://evote.tr.mufg.jp/), which is in Japanese only, and indicate your approval or disapprovalof the proposals by the above deadline.
Meeting Details
1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. (Japan Standard Time)

2. Venue:

1-30, Oyodonaka 1-chome, Kita-ku, Osaka
Umeda Sky Bldg., Tower West, F3 Stella Hall

3. Purposes:
Items to be reported:
1. Reports on the Business Report, Consolidated Financial Statements for the 102nd
fiscal year from April 1, 2018 to March 31, 2019 and Reports of Audit on theConsolidated Financial Statements by Financial Auditor and the Board of
Corporate Auditors
2. Reports on the Non-Consolidated Financial Statements for the 102nd fiscal year
(from April 1, 2018 to March 31, 2019)-1-

[Translation]

Items to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eleven (11) Directors
Proposal 2:
Election of Two (2) Corporate Auditors
Proposal 3:
Election of One (1) Substitute Corporate Auditor
Proposal 4:
Giving the Company’s Board of Directors the Authority to
Proposal 5:
Determine the Guidelines for Subscription to Stock Acquisition
Rights as Stock Compensation-Type Stock Options to Be Issued to
the Officers and the Employees of the Senko Group
4. Other matters concerning the Meeting:
Included in the documents to our shareholders that should be provided by the Company
when providing this Notice of Convocation are the notes to consolidated financial statements(Japanese only) and the notes to non-consolidated financial statements (Japanese only). As
provided for by laws and regulations and Article 16 of the Company’s Articles ofIncorporation, these documents are posted on the Company’s website(http://www.senkogrouphd.co.jp/ir/stock_info/general_meeting/) and are not included asaccompanying material to this document.
As a result, the accompanying material to this document includes one part of the materials
that are the target of the audit by the Financial Auditor and the Corporate Auditors.

<About electronic voting platforms>
Trust banks and other nominee shareholders (including standing proxies) who have applied in advance to
use the electronic voting platform operated by ICJ, Inc. (a joint-venture company established by Tokyo
Stock Exchange, Inc. and others) may use this platform to electronically exercise voting rights for theCompany’s Annual Meeting of Shareholders.

-2-[Translation]

Reference Documents for the Annual Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company aims to enhance the return of profit to its shareholders and maintains a basic
policy regarding the distribution of profit to pay dividends, taking into account, in addition tostable dividends, performance-linked dividends. In addition, it is necessary to secure sufficientinternal reserves for future business development and putting the Company on a firmer footing.
In accordance with those views, the Company proposes to appropriate surplus for this fiscal
year as follows:1.

Matters concerning year-end dividend
In view of the Company’s performance in this fiscal year, the Company proposes to pay 13
yen per share as the year-end dividend. Combined with interim dividend of 13 yen per
share, this brings the annual dividend to 26 yen per share.

2.

(1)

Type of dividend assets
Cash

(2)

Allocation and total amount of the dividend assets
13 yen per share of the Company’s common stock
Total amount of dividends: 1,983,045,493 yen(3)Effective date of dividend payment
June 27, 2019

Other matters relating to the appropriation of surplus
(1)
(2)
(3)

Item and amount of reduction in surplus:
General reserve

300,000,000 yen

Item and amount of increase in surplus:
Retained earnings carried forward

300,000,000 yen

Reason for such action:
To enable the achievement of flexible capital management policies that respond tochanges in the business environment in the future, such as providing return toshareholders.

-3-[Translation]

Proposal 2:
Election of Eleven (11) Directors
The terms of office of all the ten (10) Directors will expire at the conclusion of this Annual
Meeting of Shareholders. Accordingly, the Company proposes the election of eleven (11)Directors, increasing the number of Outside Directors by one to further enhance the corporate
governance system.
The candidates for the Directors are as follows:
No.

Name
(Date of birth)

Yasuhisa Fukuda(August 23, 1946)

1

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1969

Joined SENKO Co., Ltd.

June 1993

Director, SENKO Co., Ltd.

June 1997

Managing Director, SENKO Co., Ltd.

June 2003

Director, Vice President, SENKO Co., Ltd.

June 2004

President and Representative Director, SENKO Co., Ltd.
(present)

April 2009

General Manager of Production Management HQ,
SENKO Co., Ltd.

April 2017

Responsible for Logistics (present), General Manager ofBusiness Support Promotion HQ, SENKO Group
Holdings Co., Ltd.

October 2017

Responsible for International Business, SENKO Group
Holdings Co., Ltd.

Number of theCompany’s
shares held

198,000(Important concurrent positions held in other organizations)
President and Representative Director, SENKO Co., Ltd.
Representative Director, Chairman, Zenkoku Tsuun Co., Ltd.
[Reasons for nomination as the candidate for Director]
Mr. Fukuda has served as the Company’s Representative Director for many years, directing the management of the
SENKO Group as a whole and contributing to the expansion of business fields. We can expect him to use hisaccumulated experience and performance as a manager and his wealth of insight into the industry in general, andprovide strong leadership to continue to play an ample role in strengthening the management of the SENKO Group asa whole and increasing corporate value. We have therefore nominated him as a candidate to continue serving as a
Director.

Noburoh Sasaki(March 12, 1957)

April 1979

Joined SENKO Co., Ltd.

April 2005

Senior Manager of Public Relations Dept., SENKO Co.,Ltd.

April 2007

General Manager of President Office, SENKO Co., Ltd.

April 2009

Executive Officer, Responsible for PR, SENKO Co., Ltd.

April 2015

Managing Executive Officer, SENKO Co., Ltd. (present)

June 2015

Director, SENKO Co., Ltd. (present)

April 2017

Responsible for PR & IR, SENKO Group Holdings Co.,Ltd.

228,700November 2017 Responsible for Real Estate Business, SENKO Group
Holdings Co., Ltd.
April 2019

General Manager of Business Support Promotion HQ,
SENKO Group Holdings Co., Ltd. (present)[Reasons for nomination as the candidate for Director]
Mr. Sasaki has served as the officer responsible for PR & IR and the real estate business since his appointment as
Director, and has a wealth of experience and wide-ranging insight. We can expect him to play an ample role inincreasing the corporate value of the Company, by using his experience and so forth to contribute to the expansion of
the SENKO Group’s businesses. We have therefore nominated him as a candidate to continue serving as a Director.

-4-[Translation]

No.

Name
(Date of birth)

Kenichi Shiraki(November 8, 1952)
3

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1975

Joined SENKO Co., Ltd.

April 1998

Senior Manager responsible for Sales Development,
Osaka Sales Supervision Dept., SENKO Co., Ltd.

April 2004

Senior Manager of Production Management Dept.,
SENKO Co., Ltd.

April 2005

Senior Manager of Chemical Logistics Sales Dept. I,
Sales HQ I, SENKO Co., Ltd.

April 2007

Branch Manager of Nagoya Supervising Branch, Senior
Manager of Sales Div. for Chubu Region, Logistics Sales
HQ, SENKO Co., Ltd.

April 2009

Executive Officer, SENKO Co., Ltd.

April 2011

General Manager of Housing Logistics Sales HQ,
SENKO Co., Ltd.

April 2014

Managing Executive Officer, SENKO Co., Ltd. (present)

April 2016

General Manager of Living Support Business Promotion
HQ, SENKO Co., Ltd. (present)

June 2017

Director, SENKO Group Holdings Co., Ltd. (present)

Number of theCompany’s
shares held

31,700[Reasons for nomination as the candidate for Director]
Mr. Shiraki has been working mainly in sales of the core logistics business since he joined the Company. He has awealth of experience and specialist knowledge in sales activities. As such, we can expect him to play an ample role inincreasing the corporate value of the Company, by using his experience and so forth to open up new business fields.
We have therefore nominated him as a candidate to continue serving as a Director.
April 1982

Joined SENKO Co., Ltd.

April 2006

Senior Manager of Accounting Dept., SENKO Co., Ltd.

April 2014

Deputy General Manager of International Business HQ,
Senior Manager of International Multimodal Transport
Business Dept., SENKO Co., Ltd.

Masanobu Uenaka
April 2015
(November 23, 1959) April 2017
4

Executive Officer, SENKO Co., Ltd.
Managing Executive Officer (present), Responsible forStrategic Planning, General Manager of Strategic
Planning Office, SENKO Group Holdings Co., Ltd.

June 2017

Director, SENKO Group Holdings Co., Ltd. (present)

April 2019

Responsible for Finance, SENKO Group Holdings Co.,
Ltd. (present)

25,500[Reasons for nomination as the candidate for Director]
Mr. Uenaka has been working mainly in the accounting division since he joined the Company. He has a wealth ofexperience and specialist knowledge in the management and administration and financial fields. As such, we can expect
him to play an ample role in increasing the corporate value of the Company, by using his experience and so forth tocontribute to strengthening the Company’s financial foundations. We have therefore nominated him as a candidate tocontinue serving as a Director.

-5-[Translation]

No.

Name
(Date of birth)

Shinichi Murao(November 18, 1956)*
5

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1980

Joined SENKO Co., Ltd.

April 2004

Senior Manager of Logistics Sales Dept., Sales HQ forWest Japan, SENKO Co., Ltd.

April 2006

Chief of Group of Consultant Team IV, Logistics
Solution Dept., SENKO Co., Ltd.

April 2007

Senior Manager of Apparel Logistics Sales Dept.,
Logistics Sales HQ, SENKO Co., Ltd.

Number of theCompany’s
shares held

17,800November 2012 Branch Manager of Sapporo Supervising Branch, BranchManager of Sapporo Minami Branch, SENKO Co., Ltd.
April 2015

Executive Officer, SENKO Co., Ltd.

April 2019

Managing Executive Officer (present), General Manager
of Strategic Planning HQ, SENKO Group Holdings Co.,
Ltd. (present)[Reasons for nomination as the candidate for Director]
Mr. Murao has worked mainly in sales for the logistics business and as its manager since he joined the Company, andhas a wealth of experience and specialist knowledge in the logistics business field. At present, he oversees the planning,
formulation, and execution of management strategy for the SENKO Group as a whole, as General Manager of theStrategic Planning HQ, and we can expect him to continue to play an ample role in increasing the corporate value of
the Company. We have therefore nominated him as a candidate for a new Director.
April 1972

Joined SENKO Co., Ltd.

April 1994

Branch Manager of Tokyo Minami Branch, SENKO Co.,Ltd.

November 1998 Branch Manager of Kashiwa Branch, SENKO Co., Ltd.

Kazuhiro Yamanaka(November 1, 1949)

April 2005

Executive Officer, Responsible for Hokkaido and Tohoku
area, SENKO Co., Ltd.

April 2009Managing Executive Officer, Deputy General Manager of
Production Management HQ, SENKO Co., Ltd.

April 2011

Branch Manager of Kanto Supervising Branch, SENKO
Co., Ltd.

June 2011

Director, SENKO Co., Ltd.

April 2014

Senior Managing Executive Officer, Responsible for
Chugoku, Shikoku and Kyushu area, Responsible forConstructing West Japan Logistics Network, SENKO
Co., Ltd.

June 2017

Director (present), Responsible for Refrigerated &Frozen Logistics, SENKO Group Holdings Co., Ltd.
(present)

653,007(Important concurrent positions held in other organizations)
President and Representative Director, Runtec Corporation
President and Representative Director, Kouki Co., Ltd.
[Reasons for nomination as the candidate for Director]
Mr. Yamanaka has worked for many years in the logistics business division since he joined the Company, and has awealth of experience and specialist knowledge in the logistics business field. He has been demonstrating his abilities
in the field of refrigerated and frozen logistics as the President and Representative Director of Runtec Corporation sinceApril 2016. We can expect him to play an ample role in increasing the corporate value of the Company, by utilizing
his experience and so forth. We have therefore nominated him as a candidate to continue serving as a Director.

-6-

[Translation]

No.

Name
(Date of birth)

Akira Taniguchi(October 2, 1953)*
7

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1977

Joined SENKO Co., Ltd.

April 2003

Senior Manager of Marine Logistics Dept., SENKO Co.,Ltd.

April 2009

Executive Officer, SENKO Co., Ltd.

April 2014

Managing Executive Officer, Responsible for Marine
Logistics and Forwarding, SENKO Co., Ltd.

April 2015

General Manager of Production Management HQ,
SENKO Co., Ltd.

June 2015

Director, SENKO Co., Ltd.

April 2017

Director (present), Executive Vice President, Responsible
for Marine Logistics and Forwarding, Responsible for
Safety, Quality and Environment, SENKO Co., Ltd.

Number of theCompany’s
shares held

39,400(Important concurrent positions held in other organizations)
Director, Chairman, Senko Line Co., Ltd.
Director, Chairman, NIPPON MARINE CO., LTD.
[Reasons for nomination as the candidate for Director]
Mr. Taniguchi has been working in the marine logistics business field since he joined the Company, and has a wealthof experience and specialist knowledge. We can expect him to play an ample role in increasing the corporate value of
the Company, by using his experience and so forth to contribute to the further development of the SENKO Group’s
marine logistics business. We have therefore nominated him as a candidate for a new Director.

Hiroshi Yoneji(September 8, 1953)*
8

April 1978

Joined SENKO Co., Ltd.

April 2001

Senior Manager of Human Resources Dept., SENKO
Co., Ltd.

April 2005

Senior Manager of Chain Store Logistics Sales Div.,
Sales HQ for East Japan, SENKO Co., Ltd.

April 2007

Deputy General Manager of Logistics Sales HQ, SENKO
Co., Ltd.

April 2009

Executive Officer, SENKO Co., Ltd.

April 2013

Managing Executive Officer, Responsible for 3PL
Business, General Manager of Logistics Sales HQ,
SENKO Co., Ltd.

June 2013

Director, SENKO Co., Ltd.

June 2014

Senior Manager of Chain Store Logistics Div. I, SENKO
Co., Ltd.

April 2015

Senior Managing Executive Officer, Responsible for
Business Administration and Business Strategy,
Responsible for Safety, Quality and Environment,
SENKO Co., Ltd.

59,232September 2016 Director, SENKO Split Preparation Co., Ltd. (currently
SENKO Co., Ltd.) (present)(Important concurrent positions held in other organizations)
President and Representative Director, SENKO SHOJI CO., LTD.
[Reasons for nomination as the candidate for Director]
Mr. Yoneji has been working mainly in the sales division in the logistics business field since he joined the Company,and has a wealth of experience and specialist knowledge in sales activities. He has been leading the trading businessfield of the SENKO Group as President and Representative Director of SENKO SHOJI CO., LTD., since April 2017.
We can expect him to continue to play an ample role in increasing the corporate value of the Company, based on hisachievements and so forth. We have therefore nominated him as a candidate for a new Director.

-7-

[Translation]

No.

Name
(Date of birth)

Hiroko Ameno(August 10, 1971)
9

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 2005

Associate Professor, Department of Commerce at Seinan
Gakuin University

April 2007

Associate Professor, Faculty of Commerce at Kansai
University

June 2011

Director, SENKO Co., Ltd. (present)

April 2012

Professor, Faculty of Commerce at Kansai University(present)

Number of theCompany’s
shares held

200

[Reasons for nomination as the candidate for Outside Director]
Ms. Ameno has specialist knowledge and experience as a university professor. We have nominated her as a candidate
to continue serving as an Outside Director because she is expected to provide her opinion from a neutral position on
the Company’s management.
April 1978

Joined Mitsubishi Corporation

April 2009

Senior Vice President, Mitsubishi Corporation

April 2013
Yasuyuki Sugiura(September 25, 1953)
10

Executive Vice President, Mitsubishi Corporation
Director, President, Mitsubishi Corporation (Americas)

April 2016

Advisor, Mitsubishi Corporation (present)

June 2017

Director, SENKO Group Holdings Co., Ltd. (present)

0[Reasons for nomination as the candidate for Outside Director]
Mr. Sugiura has a wealth of experience and achievements in the trading and international fields, as well as wide-ranging
knowledge and insight. We have nominated him as a candidate to continue serving as an Outside Director because heis expected to provide his opinion from a neutral position on the Company’s management.

Yoko Araki(July 4, 1957)*
11

April 1982

Joined Internal Medicine Class, Keio University Schoolof Medicine

January 1992

Studied abroad at University of California San Francisco

April 2002

Director, Tokyo Health Management Center, NTT East
Metropolitan Area Health Management Center

April 2006

Director, Araki Occupational Health Consultancy(present)

September 2008

Specially-Appointed Professor, Support Office forFemale Researchers, Tokyo Medical and Dental
University

0[Reasons for nomination as the candidate for Outside Director]
Ms. Araki has specialist knowledge and experience as a medical doctor. We have nominated her as a new candidate
for Outside Director because she is expected to provide her opinion from a wide range of perspectives, and use her
insight regarding the promotion of health and so forth in the management of the Company.
Notes:

1. New candidates are marked with an asterisk (*).
2. There are no special interests between the candidates and the Company.
3. Mr. Akira Taniguchi and Mr. Hiroshi Yoneji both plan to resign from office as Director of SENKO Co.,
Ltd. on June 17, 2019.
4. Ms. Hiroko Ameno, Mr. Yasuyuki Sugiura and Ms. Yoko Araki are candidates for Outside Directors.
5. Ms. Hiroko Ameno is a current Outside Director of the Company, and her term of office as an Outside
Director will be eight (8) years at the conclusion of this Annual Meeting of Shareholders.
6. Mr. Yasuyuki Sugiura is a current Outside Director of the Company, and his term of office as an Outside
Director will be two (2) years at the conclusion of this Annual Meeting of Shareholders.
7. The Company has entered into a limited liability agreement with Ms. Hiroko Ameno and Mr. Yasuyuki
Sugiura. The purpose of this agreement is to limit liability as provided for in Article 423, paragraph 1 of
the Companies Act. The maximum liability amount shall be the amount stipulated in applicable laws andregulations. If the reelection of them is approved, the Company will continue the said agreements. If theelection of Ms. Yoko Araki is approved, the Company plans to enter into the limited liability agreementwith her.
8. The Company has submitted an Independent Officer Notification Form to register Ms. Hiroko Ameno and
Mr. Yasuyuki Sugiura as Independent Officers at Tokyo Stock Exchange, Inc. If the proposal of reelection
is approved, the Company will notify them as Independent Officers, continuously. Furthermore, if theelection of Ms. Yoko Araki is approved, the Company will submit an Independent Officer Notification
Form to register her as Independent Officer at Tokyo Stock Exchange, Inc.

-8-

[Translation]

Proposal 3:
Election of Two (2) Corporate Auditors
The term of office of Corporate Auditor Mr. Keiji Matsubara will expire and Corporate Auditor
Mr. Keiichiro Yoshimoto will resign at the conclusion of this Annual Meeting of Shareholders.
Accordingly, the Company proposes the election of two (2) Corporate Auditors.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate
Auditors.
The candidates for the Corporate Auditors are as follows:
No.

1

Name
(Date of birth)

Keiji Matsubara(December 9, 1952)

Career summary, positions in the Company,
and important concurrent positions
April 1975

Joined SENKO Co., Ltd.

April 2001

Senior Manager of Legal Dept., SENKO Co., Ltd.

April 2004

Senior Manager of General Affairs Dept., SENKO Co.,Ltd.

April 2008

Senior Manager of CSR Promotion Dept., SENKO Co.,Ltd.

April 2009

General Manager of Audit Office, SENKO Co., Ltd.

June 2015

Full-time Corporate Auditor, SENKO Co., Ltd. (present)

April 1983

Joined Chisso Corporation

Number of theCompany’s
shares held

28,600

September 2007 General Manager of Sales Department, Liquid Crystals
Division, Chisso Corporation
April 20112

Yasushi Matsutomo April 2012
(September 20, 1960)

Notes:

General Manager of Marketing & Sales Department,
Liquid Crystals Division, JNC CORPORATION
General Manager of Business Management
Department, Liquid Crystals Division, JNC
CORPORATION

April 2013

President, JNC KOREA CO., LTD.

April 2015

Department Manager of Administration Department,
Ichihara Factory, JNC PETROCHEMICALCORPORATION (present)

1. Mr. Yasushi Matsutomo is a new candidate for Corporate Auditor.
2. There are no special interests between the candidates and the Company.
3. Mr. Yasushi Matsutomo is a candidate for Outside Corporate Auditor.
4. The Company requests the election of Mr. Yasushi Matsutomo as Outside Corporate Auditor
since the Company judges that he would contribute to provide a suitable opinion regarding tocorporate auditing with his abundant experience and achievements in corporate management andother areas, as well as his vast knowledge and insights as Outside Corporate Auditor.
5. If the election of Mr. Yasushi Matsutomo as Outside Corporate Auditor is approved, theCompany will submit an Independent Officer Notification Form to register him as Independent
Officer at Tokyo Stock Exchange, Inc.

-9-0

[Translation]

Proposal 4:
Election of One (1) Substitute Corporate Auditor
The validity of election of Mr. Masakazu Tsuji, who was elected as a Substitute Corporate
Auditor at the 98th Annual Meeting of Shareholders held on June 26, 2015, will expire as ofcommencement of this Annual Meeting of Shareholders. Accordingly, in order to prepare for a
possible situation in which the number of Corporate Auditor falls below the number required bylaws and regulations, the Company again proposes the election of one (1) Substitute Corporate
Auditor.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate
Auditors.
The candidate for the Substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary, positions in the Company,
and important concurrent positions

Keiichiro Yoshimoto(February 27, 1953)

Notes:

1.
2.
3.

April 1975

Joined Chisso Corporation

June 2005

General Manager of General Affairs Department,
Minamata Headquarters, Chisso Corporation

April 2013

Assistant to General Manager of Minamata Headquarters,
Chisso Corporation

June 2013

Full-time Corporate Auditor, SENKO Co., Ltd. (present)

Number of theCompany’s
shares held

11,900

Mr. Keiichiro Yoshimoto is a candidate for Substitute Outside Corporate Auditor.
There are no special interests between the candidate and the Company.
The Company requests the election of Mr. Keiichiro Yoshimoto as a Substitute Outside
Corporate Auditor since the Company judges that he would contribute to provide a suitable
opinion regarding to corporate auditing with his abundant experience and achievements incorporate management and other areas, as well as his vast knowledge and insights as an Outside
Corporate Auditor.

- 10 -

[Translation]

Proposal 5:

Giving the Company’s Board of Directors the Authority to Determine the
Guidelines for Subscription to Stock Acquisition Rights as Stock
Compensation-Type Stock Options to Be Issued to the Officers and the
Employees of the Senko GroupIn accordance with the provisions of Articles 236, 238 and 239 of the Companies Act, theCompany requests approval for giving the Company’s Board of Directors the authority todetermine the guidelines for the subscription to stock acquisition rights as stock compensationtype stock options to be issued to Directors of the Company’s subsidiaries and Executive
Officers and Senior General Managers of the Company and the Company’s subsidiaries(collectively “the Senko Group’s Officers and Employees”) as outlined below.
1.

Reasons for issuing stock acquisition rights with particularly favorable conditions
Stock acquisition rights are issued without the requirement for cash payment, for the
purpose of enhancing the willingness and the morale of the Senko Group’s Officers andEmployees to continuously improve the Company’s business performance and increase
corporate value on an intermediate basis by further strengthening the link between the
Company’s business performance and value of its shares, and making them share not only
the benefits of higher share prices but also the risks of lower share prices with shareholders.

2.

Amount of payments for the stock acquisition rights
No cash payment is required for the stock acquisition rights.

3.

Details of the stock acquisition rights(1)

Type and number of shares subject to the stock acquisition rights
The number of shares subject to the stock acquisition rights shall not exceed 61,000
shares of the Company’s common stocks.
If the Company conducts a share split or share consolidation, the number of sharessubject to the stock acquisition rights shall be adjusted using the following formula.
However, such adjustment shall be made for the number of the shares subject to thestock acquisition rights that have not been exercised at the time of such share split orshare consolidation, and that any fraction less than one (1) share which may arise as aresult of such adjustment shall be rounded down:
Number ofshares after
adjustment=

Number of sharesprior toadjustment

X

Ratio of share split orconsolidation

In addition, in the event that it is necessary for the Company to make an adjustment to
the number of shares, such as in cases where the Company carries out a merger,
company split, share exchange or share transfer (collectively “a merger (etc.)”), or a
gratis allotment of shares, the Company may adjust the number of shares to an extent
considered reasonable after taking into account the conditions of the merger (etc.) or
gratis allotment of shares.
(2)

Total number of the stock acquisition rights
The number of the stock acquisition rights shall not exceed 61 units. (The number ofshares to be issued upon exercise of one (1) stock acquisition right will be 1,000 shares;
provided, however, that when the number of shares prescribed in the above (1) has been

- 11 -

[Translation]

adjusted, the same adjustment shall be made.)(3)

Amount of assets to be contributed upon exercise of the stock acquisition rights
The amount to be contributed upon exercise of each stock acquisition right, which shallbe in cash, shall be the amount obtained by multiplying 1 yen, which is the exercise
price per one (1) share to be issued upon exercise of stock acquisition rights, by the
number of shares subject to stock acquisition rights.

(4)

Exercise period for stock acquisition rights
The exercise period shall be from July 2, 2019 to June 30, 2049. If the last day of theexercise period falls on a Company holiday, the last day shall be the preceding business
day.

(5)

Matters concerning the amount of increase in capital and capital reserve resulting fromissuance of shares upon exercise of stock acquisition rights
1) The amount of increase in capital resulting from the issuance of shares upon exerciseof the stock acquisition rights shall be one-half of the maximum amount of increase incapital, etc. as calculated pursuant to Article 17, paragraph 1 of the Regulation on
Corporate Accounting. Any fraction of less than 1 yen shall be rounded up to thenearest yen.
2) The amount of increase in capital reserve resulting from the issuance of shares upon
exercise of stock acquisition rights shall be the maximum amount of increase incapital, etc. as provided in the above 1) less the amount of increase in capital asdetermined in the above 1).

(6) Conditions for exercising the stock acquisition rights
1) At the time the stock acquisition rights holder resigns from any position with theCompany or a consolidated subsidiary of the Company such as Director, Corporate
Auditor, Executive Officer, Senior General Manager and Advisor and Executive
Advisor, the stock acquisition rights can be exercised during a period beginning on the
day following the day of said resignation of position to the last day of the period
prescribed in the above (4) when the remaining stock acquisition rights can be
exercised.
2) In the event that the stock acquisition rights holder dies, the holder’s successor (onlythe spouse, child or any family within the first degree of consanguinity of the holder)
may exercise the stock acquisition rights only during a period from the day that
follows the stock acquisition rights holder’s death until the date when three months
lapse.
3) By the resolution of the Board of Directors, other conditions for exercising the stockacquisition rights shall be as stipulated in the stock acquisition right allotment
agreement between the Company and the stock acquisition rights holder.
(7)

Conditions for acquiring the stock acquisition rights
If a proposal about a merger contract in which the Company shall be an expiring party,
or a share exchange contract or share transfer in which the Company shall be a whollyowned subsidiary of another company, is approved at the Company’s Annual Meetingof Shareholders, the Company shall be entitled to acquire the stock acquisition rights
free of charge.

(8)

Restrictions on acquiring the stock acquisition rights through transfer
The acquisition of the stock acquisition rights through transfer shall require approval byresolution of the Company’s Board of Directors.

(9)

Handling of the stock acquisition rights in the event that the Company conducts- 12 -

[Translation]organizational restructuring
In the event that a contract or plan document prepared at the time of organizational
restructuring stipulates that stock acquisition rights of the reorganized public company
as specified below are delivered, the stock acquisition rights of the reorganized publiccompany as specified below are issued in accordance with the ratio of the saidorganizational restructuring.
1) Merger (limited to cases in which the Company is to become extinct)
Public company which survives the merger or the public company incorporated as aresult of the merger
2) Absorption-type company split
Public company which succeeds to all or part of the rights and obligations related tothe absorbed business of a company which conducts absorption-type company split
3) Incorporation-type company split
Newly established public company through the incorporation-type company split4) Share exchange
Public company which acquires all of the issued shares of a company with which the
public company exchanges shares5) Share transfer
Public company which is established through the share transfer(10) Rounding down of fractions through the exercise of the stock acquisition rights
Any fractions less than one (1) share included in the number of shares to be delivered tothe stock acquisition rights holder shall be rounded down.
(11) Other details of the stock acquisition rights
Other details of the stock acquisition rights shall be determined, along with other items
relating to the subscription, at the meeting of Board of Directors that shall be held in the
future where the details of issuance of the stock acquisition rights shall be resolved.

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