Note: This Convocation Notice is a translation of Japanese language original for
convenience purpose only, and in the event of any discrepancy, the Japanese
language original shall prevail.

Securities Code: 6961
June 3, 2022
To Our Shareholders:
2-30-1 Namiki, Kawaguchi-shi, Saitama

Enplas Corporation
Daisuke Yokota, President

Notice of the 61st Annual Meeting of Shareholders
Enplas Corporation (“Company”) hereby notifies that the Company will hold the 61st Annual
Meeting of Shareholders as described below.
Instead of attending the meeting on the date, you may also exercise your voting rights in writingor through the Internet. We kindly request you to read the following Reference Document for the
Annual Meeting of Shareholders, and exercise your voting rights in accordance with the guidanceon pages 2 and 3 hereof by 5:00 p.m. (JST), June 24, 2022 (Friday).
Sincerely yours,
1.
2.

Date:
Venue:

10:00 a.m., June 27 (Monday), 2022
2-2, Shintoshin, Chuo-ku, Saitama-shi, Saitama
Hotel Brillante Musashino
2nd Floor, Emerald･

Please make sure to attend at the right venue. The map is attached at the last page of thisnotice (omitted from this translation).

･A notice will be posted on the Company’s website (please refer to page 2) when it
becomes likely that the planned venue may not be used due tothe growing spread of infections of the coronavirus disease(COVID-19).

3.

Purposes:
Items to be reported:

1.

2.

The business report, the consolidated financial statements,
and the results of consolidated financial statement auditedby the Accounting Auditor and the Audit Committee for the
61st business period (April 1, 2021 to March 31, 2022)
The non-consolidated financial statements for the 61st
business period (April 1, 2021 to March 31, 2022)

Items to be resolved:
Agenda Item No. 1: Partial Amendments to the Articles of Incorporation
Agenda Item No. 2: Election of Two (2) Directors (excluding Audit Committee
members)
Agenda Item No. 3: Grant of Stock Options (Share Options) as Remuneration to
Directors (excluding Directors who are Audit Committee
members, and Outside Directors.)

1

4.

Information on Exercise of Voting Rights.
(1) If your voting rights are exercised through a voting rights exercise form, and you
submit a voting rights exercise form without indicating your vote for or against eachof the proposals, your vote will be counted as “in favor” for such proposal.
(2) If your voting rights are exercised both by a voting rights exercise form and throughthe Internet, voting through the Internet shall prevail.
(3) If your voting rights are exercised more than once through the Internet, your final voteshall prevail.
(4) Please complete and send back your voting rights exercise form to make sure it isreceived by the Company by 5:00 p.m. (JST), Friday, June 24, 2022.
(5) Please exercise your voting rights through the Internet by 5:00 p.m. (JST), Friday, June24, 2022.
(6) If you do not attend the Annual Meeting of Shareholders, you may attend throughanother shareholder holding voting rights of the Company as your proxy; provided,
however, that a document verifying the proxy must be submitted.

5.

Information on Disclosure on the Internet(1) Among the documents that should be attached to the Notice of the Annual Meeting of
Shareholders, the following matters are provided on the Company’s website pursuant
to applicable laws and regulations, and the Articles of Incorporation of the Company;
therefore, they are not attached to this Notice of the Annual Meeting of the
Shareholders:(a) System to Ensure Appropriateness of Operations of the Company, andOverview of Implementation of System to Ensure Appropriateness of
Operations of the Company(b) Basic Policy for Controlling the Company(c) Notes to the Consolidated Financial Statements(d) Notes to Specific Items of the Non-consolidated Financial Statements
Of the documents above, “System to Ensure Appropriateness of Operations of theCompany,” “Overview of Implementation of System to Ensure Appropriateness of
Operations of the Company” and “Basic Policy for Controlling the Company” havebeen audited as part of the business report when the Audit Committee prepared theaudit report.
Of the documents above, “Notes to the Consolidated Financial Statements” and “Notes
to Specific Items of the Non-consolidated Financial Statements” have been audited aspart of the consolidated and the non-consolidated financial statements when the Audit
Committee and the Accounting Auditor prepared the audit report.
(2) If there are any revisions to the Reference Document for the Annual Meeting of
Shareholders, the business report, and/or the consolidated and the non-consolidated
financial statements, such revisions will be listed on the Company’s website.
(3) The voting results will be posted on the Company’s website in lieu of sending written
notice of voting results to shareholders.
The Company’s website: https://www.enplas.co.jp
When attending the meeting, we kindly request that you
submit the enclosed voting rights exercise form to thereceptionist at the venue.

2

・ In light of the growing spread of infections of the coronavirus
disease (COVID-19), we will take preventive measures against
infections at this Annual Meeting of Shareholders, such as staff
members wearing masks and providing alcohol disinfectants.
・ When our shareholders attend this Annual Meeting of Shareholders,please confirm the situation on the day of the meeting and carefully takenote of your own health condition.
・ Since the 58th Annual Meeting of Shareholders, no souvenirs havebeen prepared for shareholders attending the meeting.
Thank you for your understanding.

Information on Exercise of Voting Rights through the Internet(1) The exercise of voting rights through the Internet (personal computers, mobile
phones, and smart phones) may be made only by utilizing the following votingrights-exercise website designated by the Company.
The voting-rights-exercise website https://soukai.mizuho-tb.co.jp/(2) When using personal computers or mobile phones
Please access the website above, and exercise the voting rights following theguidance of the screen by using “voting rights exercise code” and “password”
provided in the voting rights exercise form.
If you use a mobile phone with the bar code reading function, you can access thevoting-rights-exercise website by reading “QR code for mobile phone” provided in
the enclosed voting rights exercise form.
(3) When using smart phones
Please read with your phone “Log in QR code for the voting-rights-exercise website
for smart phones” provided in the enclosed voting rights exercise form, and exercise
the voting rights following the guidance of the screen. In this case, “voting rights
exercise code” or “password” is not required.
If you want to change the content of the exercise of the voting rights after the voting
rights were once exercised, the QR code needs to be read again and then “voting
rights exercise code” and “password” provided in the voting rights exercise form
need to be entered.
(QR code is a registered trademark of Denso Wave Inc.)(4) The exercise of voting rights through the Internet may not be made depending on yourpersonal terminal and your Internet environment.
Please note that for the access to the “Website for Voting Rights Exercise,”communication charges for telephone, etc. and access charges for providers will beborne by each shareholder.
For inquiries about exercise of voting rights through the Internet
Administrator of Shareholder Registry: Securities Agent Business Department ofMizuho Trust & Banking Co., Ltd.
Phone: 0120-768-524 (Toll free)Business Hours: 9:00 – 21:00 on weekdays (excluding year-end and New Yearholidays)3

Agenda Item No. 1:
1.

Partial Amendments to the Articles of Incorporation

Reasons for the Amendments

As the revised provisions stipulated in the proviso to Article 1 of the Supplementary
Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019)will come into effect on September 1, 2022, the Articles of Incorporation are proposed
to be amended as follows to introduce a system to provide materials for the Annual
Meeting of Shareholders electronically.
(1) As the Company will be required to provide in its Articles of Incorporation that it
will take measures to provide electronically the information that is the content of
the Reference Documents for the Annual Meeting of Shareholders, etc., Paragraph
1 of Article 17 (Measures for electronic provision, etc.) of the Proposed
Amendment will be newly established.
(2) Paragraph 2 of Article 17 (Measures for electronic provision, etc.) of the Proposed
Amendment will be newly established to allow the Company to limit, of thematters to be electronically provided with respect to the information that is thecontent of the Reference Documents for the Annual Meeting of Shareholders, etc.,
the scope of matters to be stated in the documents to be delivered to shareholders
who have requested documents in writing, to the scope specified in the applicable
Ministry of Justice Order.
(3) The provision of Article 17 (Internet disclosure and deemed provision of theReference Documents for the Annual Meeting of Shareholders, etc.) of the current
Articles of Incorporation will no longer be necessary when the electronic provisionof information on the Annual Meeting of Shareholders is introduced, and istherefore to be deleted.
(4) The Company will establish supplementary provisions to give effect to the above
new and deleted provisions. These supplementary provisions are to be deleted
after their expiration date.

4

2.

Description of the Amendments
Description of the amendments is as follows:(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments
Articles 1 to 16 (no changes)

Articles 1 to 16 (text omitted)(Deleted)(Internet disclosure and deemed provision of Reference
Documents of the Annual Meeting of Shareholders, etc.)
Article 17.
When the Company convenes a Annual Meeting of
Shareholders, if it discloses information that is to be statedor indicated in the Reference Documents for the Annual
Meeting of Shareholders, Business Report, Financial
Statements and/or Consolidated Financial Statements
through the internet in accordance with the provisions
prescribed by the Ministry of Justice Order, it may bedeemed that the Company has provided this information toshareholders.

(Measures for electronic provision, etc.)(New)

Article 17.
1. When the Company convenes a Annual Meeting of
Shareholders, it shall take measures to electronicallyprovide information that is the content of the Reference
Documents for the Annual Meeting of Shareholders, etc.
2. The company shall not be required to include all or partof the matters prescribed by the Ministry of Justice Orderamong the matters for which electronic provision measures
are to be taken in the documents to be delivered toshareholders who have made a request for delivery of
documents by the record date for voting rights.

Articles 18 to 37 (no changes)

Articles 18 to 37 (text omitted)(Supplementary provisions)(New)

1.The deletion of Article 17 (Internet disclosure anddeemed provision of the Reference Documents for the
Annual Meeting of Shareholders, etc.) of the Articles ofIncorporation before the amendment and the establishmentof Article 17 (Measures for electronic provision, etc.) of
the Articles of Incorporation after the amendment shallbecome effective as of September 1, 2022, the date ofenforcement of the revised provisions stipulated in theproviso to Article 1 of the Supplementary Provisions of the5

“Act Partially Amending the Companies Act” (Act No. 70
of 2019) (herein referred to as the “Enforcement Date”).
2. Regardless of the provisions of the preceding article,
Article 17 (Internet disclosure and deemed provision of theReference Documents for the Annual Meeting of
Shareholders, etc.) of the Articles of Incorporation before
amendment shall remain in effect for Annual Meetings ofshareholders to be held on a date within six months fromthe Enforcement Date.
3. These supplementary provisions shall be deleted after
six months have elapsed from the Enforcement Date or
three months have elapsed from the date of the Annual
Meeting of Shareholders referred to in the precedingarticle, whichever is later.

6

Agenda Item No. 2:
Election of Two (2) Directors (excluding Audit Committee members)
The term of office for all Three (3) Directors (excluding Audit Committee members) will
expire at the conclusion of this Annual Meeting of Shareholders. Accordingly, theCompany requests the election of Two (2) Directors (excluding Audit Committee
members).
This Agenda Item was determined following the report of the Nomination andCompensation Advisory Committee. Further, This Agenda Item was discussed by the Audit
Committee and no objection was raised.
The candidates for Directors (excluding Audit Committee members) are as follows.

Classification of
Candidate

Number of attendancesat the board of
directors’ meetings

19 years

Reappointment

13 out of the 13
meetings (100%)

3 years

Reappointment

13 out of the 13
meetings (100%)

Candidate
No.

Name

Current positions and total Term ofoffice as a Director

1

Daisuke Yokota

President

2

Shigeya Fujita

Member of the Board

CandidateNo.

１Daisuke Yokota

Date of birth：November 4, 1967

(54 years old )Number of attendances at the board of directors’
meetings ：13 out of the 13 meetings (100%)

Aug. 1983
Apr. 2000
Jun. 2003
Apr. 2004

Reappointment

Number of the Company’s shares owned ：1,351,417 shares
Years in service ： 19 years at the conclusion ofthis Annual Meeting of Shareholders

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Joined the Company
Apr. 2006 Managing Director, Chief General
2006年 4 月 当
President, ENPLAS (U.S.A). INC.
Manager, Operations, GeneralトDirector, the Company
Manager, Plastic Optics Department, 2007年 4 月 当
Director, General Manager,
the Company
2008年 4 月 当
Engineering Plastic Business
Apr. 2007 Managing Director, Chief General
至Department, the Company
Manager, Operations, the Company
Apr. 2008 President, the Company (incumbent)

Reason for thenomination:

Mr. Daisuke Yokota has managed the Company group by demonstrating strong leadershipsince his appointment as President and Representative Director. The Company nominatedhim as a candidate for a Director because it appreciates his global business performanceand vast knowledge and experience of general corporate management and thus expects hewill continue to contribute to the Company’s sustainable growth and enhancement ofcorporate value.

7

Candidate
No.

２Shigeya Fujita

Date of birth：December 24, 1972

(49 years old )Number of attendances at the board of directors’
meetings ：13 out of the 13 meetings (100%)

Mar. 2003
Apr. 2009
Apr. 2013
Apr. 2014

Apr. 2015

Reappointment

Number of the Company’s shares owned ：5,700
sharesYears in service ： 3 years at the conclusion ofthis Annual Meeting of Shareholders

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Joined the Company
Apr. 2017 Executive Officer, Division Manager of 2006年 4 月 当
Vice President, Enplas (U.S.A.), Inc.
Corporate Center, Corporate &トManager of Corporate Center,
Administration Division
2007年 4 月 当
Corporate & Administration Division
Apr. 2019 Executive Officer, General Manager of 2008年 4 月 当
Executive Officer, Manager of
MSD Division至Corporate Center, Corporate &Jun. 2019
Director, Management Executive
Administration Division
Officer, Manager of Corporate Center,
Executive Officer, Manager of Groupthe Company
Financial Office, Corporate &Apr. 2020 Director, Management Executive Officer,
Administration Division
General Manager of Corporate Planning
Division, the Company
Apr. 2022 Director, Management Executive Officer,
General Manager of Corporate Division,
the Company (incumbent)

Reason for thenomination:

The Company nominated Mr. Shigeya Fujita as a candidate for a Director because he has
assumed important positions such as Vice President of ENPLAS(U.S.A.), INC., asubsidiary of the Company, General Manager of MSD Division, and General Manager ofCorporate Planning Division, and the Company believes that he will continue to leveragesuch knowledge and experience to supervise the management of the Group.

Notes: 1. There is no special interest between each candidate and the Company.
2.The Company has concluded a contract for officers’ liability insurance (D&O
insurance) as provided for in paragraph 1 of Article 430-3 of the Companies Act forcovering all directors (excluding Audit Committee members) as the insured. If eachcandidate assumes the position of director (excluding Audit Committee members), suchcandidate shall become an insured person under such insurance contract. The insurance
contract stipulates that directors (excluding Audit Committee members) as the insured
will be compensated for losses which they may suffer due to their assumption of
responsibilities in relation to the execution of their duties or their receiving a claim
pertaining to the pursuit of such responsibilities; provided, however, that there are certain
exemptions for the coverage, including that any loss caused by an act that is committedwith the knowledge that such act is a violation of laws and regulations will not becompensated. The Company pays all insurance premiums, including those for the special
clauses, and the insured will not in substance bear any insurance premiums. In addition,
the insurance contract was renewed on May 1, 2022, in the middle of the term of officeof the insured, and if each candidate assumes the position of director (excluding Audit
Committee members), such insurance contract will be renewed during the term of theiroffice.

8Reference Document for Annual Meeting of Shareholders
Areas that the Company particularly expects of directors (including candidates) and executive officers
Corporate

Directors
Daisuke Yokota

Management

ESG
Sustainability

Finance andAccounting

Legal,
Risk Management●

Shigeya Fujita
Toshimasa Iue*●

Masao Hisada*●

Minoru Amoh*●●

New Business
Development●●

Compliance

●
●

●

●

●

●

●

●

●

●

Manufacturing
Technology

Marketing (Sales)

Labor Management
HR Development

●

●
●

●

Kazuyuki Toma

Organization

R＆D
Global

●
●
●

●

●

●

●
●

* The Company registered Mr. Toshimasa Iue , Mr. Masao Hisada and Mr. Minoru Amoh with

the Tokyo Stock

Exchange as an Independent Director pursuant to the rules of the Tokyo Stock Exchange.
Executive officers
ShigeoKutsuzawa

Corporate

ESG

Finance andManagement

Sustainability

Accounting●

Shoji Miyasaka●●

Manufacturing
Technology

Marketing (Sales)

●

●

●

●

●

●

●

●

●
●

●
●
●

Tai Fukizawa
Yoichi Takeuchi
Akira Shina

●

●

●

●

●
●

●

9

Labor Management
HR Development●●

Kazuaki Yokoyama

Mayumi Hamano

New Business
Development●

Keiji Sakai
Takashi Ogura

Organization

R＆D
Global●Yuji Horikawa
Mikihiro
Sugibuchi

Legal,
Risk Management
ComplianceAgenda Item No. 3:
Grant of Stock Options (Share Options) as Remuneration to Directors(excluding Directors who are Audit Committee members, and Outside Directors.)
At the 54th Annual Meeting of Shareholders held on June 26, 2015, it was approved that the amount of
remuneration for Directors (excluding Directors who are Audit Committee members) shall not exceed 300 million
yen per fiscal year (of which the amount for Outside Directors shall not exceed 50 million yen per fiscal year), andthe amount for Directors who are Audit Committee members shall not exceed 100 million yen per fiscal year. In
addition, at the 60th Annual Meeting of Shareholders held on June 23, 2021, it was also approved that the amountof monetary remuneration for Directors of the Company (excluding Directors who are Audit Committee Members,
and Outside Directors) shall not exceed 30 million yen per year for the grant of restricted stock.
For the purpose of further enhancing the motivation and morale of the Directors of the Company (excluding
Directors who are Audit Committee Members, and Outside Directors) (hereinafter referred to as the “Applicable
Directors”) to contribute to the improvement of business performance and corporate value in the medium to longterm by having the Applicable Directors share the benefits of an increase in stock price as well as the risks of adecrease in stock price with shareholders by further strengthening the link between the remuneration of the
Applicable Directors and the business performance and stock value of the Company, the Company would like theshareholders to approve the grant of share options to the Applicable Directors as stock options remuneration
separately from the amount of the abovementioned remuneration for the Directors only within one (1) year fromthe date of this Annual Meeting of Shareholders, and for the total fair value of the share options granted as stock
options remuneration to be within 60 million yen.
The terms and conditions of the share options as stock options remuneration to be granted to the Applicable
Directors are as follows, and the specific number of share options to be granted to each Applicable Director shallbe determined by a resolution of the Board of Directors of the Company after discussions and reports by the
Nomination and Compensation Advisory Committee upon comprehensively taking into consideration various
factors such as the balance between fixed remuneration and bonuses, the content of duties of each Applicable
Director, the status of business execution at the Company, and the degree of contribution of each Applicable
Director, etc.
Currently, there are three (3) Directors (excluding Directors who are Audit Committee Members. One (1) of
which is an Outside Director) and Four (4) Directors who are Audit Committee Members (three (3) of which are
Outside Directors). If the Agenda Item No.2 is approved as proposed at this Annual Meeting of Shareholders, there
will be two (2) Directors to whom the remuneration under this Agenda is applied.
This Agenda Item was determined following the report by the Nomination and Compensation Advisory
Committee. Further, this Agenda Item was discussed by the Audit Committee and no objection was raised.

Description of the Share Options(1) Maximum number of share options
The number of share options to be issued to the Applicable Directors within one (1) year from the date of
approval of this Agenda Item shall be 200 or less.
(2) Class and number of shares to be issued upon the exercise of share options
The maximum number of shares of the Company’s common stock shall be 20,000 shares.
The number of shares to be issued upon the exercise of one share option (hereinafter referred to as the "Numberof Shares Granted") shall be 100 shares.
If it is appropriate to adjust the Number of Shares Granted in the event that the Company conducts share split,
allotment of shares without contribution or consolidation of shares, etc., the Number of Shares Granted shallbe adjusted according to the following formula. However, such adjustment shall be made only to share options- 10 -

that have not been exercised at the time of the adjustment and any fraction less than one (1) share resulting fromsuch adjustment shall be rounded down.
Number of Shares Granted after adjustment = Number of Shares Granted before adjustment x Ratio of share
split, allotment of shares without contribution, or consolidation of shares.
If the share options are succeeded by way of the Company’s absorption-type merger or consolidation, or theshare options are succeeded by way of share exchange or share transfer in which the Company becomes awholly-owned subsidiary, the Company may adjust the number of shares it deems necessary in accordance withthe merger ratio or other factors.
(3) Value of property to be contributed upon exercise of share options
The value of property to be contributed upon exercise of each share option shall be the amount obtained bymultiplying the amount to be paid for each share to be issued upon exercise of the share option (hereinafterreferred to as the "Exercise Price") by the Number of Shares Granted.
The Exercise Price shall be the average closing price of the Company’s common stock in the regular trading
thereof at the Tokyo Stock Exchange on each day (excluding days on which there is no transaction) of the month
preceding the month in which the date of allotment of the share options falls (any fraction less than one (1) yen
shall be rounded up.). However, if such amount is less than the closing price for the regular trading of theCompany’s common stock at the Tokyo Stock Exchange on the allotment date of the share options (in the casewhere no transaction is executed, the closing price on the immediately preceding day), such closing price shallbe the Exercise Price.
If any of the events set forth in i), ii) or iii) below occurs, the Company may adjust the Exercise Price as it deems
necessary, and the Exercise Price shall be the amount obtained by multiplying the Exercise Price adjusted inaccordance with the respective formula by the number of shares to be issued upon the exercise of each shareoption. The Exercise Price after adjustment shall be rounded up to the nearest yen.
i. In the case where the Company conducts share-split or consolidation of shares;
1
Exercise Price after
Exercise Price
Ratio
ofshare＝
×adjustment
before adjustment
split/consolidation ofsharesii. In the event that the Company issues shares for subscription or disposes of its treasury shares at a price lower
than the market price (including the issuance of shares and grant of treasury shares by allotment of shares
without contribution, but excluding cases of the exercise of share options (including bonds with share options)and cases of conversion of securities convertible into common shares of the Company).
Exercise Price after adjustment =Exercise Price before adjustment

×

Number of shares

Number of newly issued shares×Amount paid per sharealready issued＋

Stock price before the issuance of the offered shares

Number of shares already issued + Number of newly issued shares

The “number of shares already issued” in the formula shall be the total number of shares issued by theCompany as of the day immediately preceding the effective date of the above issuance of shares less thenumber of treasury shares held by the Company as of such date, and in the event that treasury shares aredisposed of, the “number of newly issued shares” shall be replaced with the “number of treasury shares to be- 11 -

disposed of”, and the “stock price before the issuance of the offered shares” shall be replaced with the “stock
price before the disposal of treasury shares”, respectively. In addition, the “stock price before the issuance ofthe offered shares” in the formula shall be the Exercise Price before adjustment if there is no market price for
the Company’s shares, or the last trading price on the immediately preceding the Company’s preferred stock
market if there is a market price for the Company’s shares.
iii. In the event of an absorption-type merger in which the Company is the surviving company, an absorptiontype company split in which the Company is the succeeding company, or a share exchange in which theCompany becomes the wholly-owning parent company, or in any other event similar thereto where an
adjustment of the Exercise Price is required, the Company shall make such adjustment of the Exercise Priceas it deems necessary.
(4) Period during which the share options can be exercised
The exercise period shall be from the day on which three (3) years have elapsed from the date of the resolutionof the Board of Directors of the Company regarding the allotment of the share options to the day on which five(5) years have elapsed from the date of such resolution. If the final day of the exercise period falls on a holidayof the Company, the final day shall be the working day immediately preceding the final day.
(5) Conditions for exercise of share options(5)-1. Applicable Directors to whom the share options have been allotted shall be required to be in the positionof director, executive officer or employee of the Company or the Company's subsidiary at the time of
exercising the share options. However, the foregoing shall not apply if there is a resignation due to the
expiration of the term of office, mandatory retirement by age, resignation or retirement for the convenienceof the Company, resignation due to an occupational disease, transfer of employment or any other justifiablereason.
(5)-2. In the event of the death of a holder of a share option, the share option shall not be inherited; provided,
however, that only if the holder of the share option dies after the commencement of the exercise period, theshare options may be exercised by heirs to the rights. In the event that the heirs to the rights die, their heirs
shall not succeed to the share options.
(6) Restriction on transfer of share options
Any acquisition of share options by transfer shall require an approval of the Board of Directors of the Company.
(7) Matters concerning acquisition of share options(7)-1. If any of the proposals i, ii, iii, iv or v below is approved by the Annual Meeting of Shareholders of theCompany before the Applicable Director exercises his/her share options (if the resolution at the Annual
Meeting of Shareholders is not required, then, if the resolution at the meeting of the Board of Directors of
the Company is made), the Company may acquire the share options without consideration on the dateseparately determined by the Board of Directors.
i. Proposal for approval of a merger agreement in which the Company is to be dissolved.
ii. Proposal for approval of an absorption-type company split agreement or an incorporation-typecompany split plan whereby the Company shall be the splitting company.
iii. Proposal for approval of the share exchange agreement or the share transfer plan in which the Company
will become a wholly-owned subsidiary.
iv. Proposal for approval to amend the Articles of Incorporation to create a provision that, as to the feature of
all shares issued by the Company, an approval of the Company is required for the acquisition of suchshares by transfer.
- 12 -

v. A proposal for approval of an amendment to the Articles of Incorporation which creates a provision that,as to the feature of shares to be issued upon the exercise the of share options, the approval of the Company
is required for the acquisition of such shares by transfer, or that the Company acquires all of such classof shares by resolution of the Annual Meeting of Shareholders.
(7)-2. In the event that the Applicable Director fails to exercise the share options as such Applicant Director
does not satisfy conditions for the exercise of share options pursuant to the provisions of (5)-1. above or dies,or in the event that a holder of share options expresses the intention to abandon his/her share options, theCompany may acquire his/her share options without consideration.
(7)-3. If the Applicable Directors abandon all or part of the share options, the Company may acquire such shareoptions without contribution.
(8) Other terms and conditions of share options
Other subscription requirements and details (including any other matters set forth in (1) through (7) above)
shall be determined by the resolution of the Board of Directors of the Company subject to the approval of thisAgenda Item.
(9) The reason why it is appropriate to grant such share options to Applicable Directors
The stock options will be allotted to the Applicable Directors for the purposes of further enhancing the
motivation and morale of the Company to improve its business performance and sharing more value with its
shareholders. In addition, since the stock options will be issued only within one (1) year from the date of theAnnual Meeting of Shareholders and the dilution ratio is minor, the Company believes that the grant of stock
options is appropriate. On the condition that this Agenda Item is approved, the Company plans to change the"Matters concerning the policy for determining the content of remuneration, etc. for individual Directors" statedon page 30 of the Business Report to conform to this Agenda Item.
End(Reference)
Subject to the approval of this Agenda Item, the Company will also grant share options with the same terms &conditions as above to the executive officers and employees of the Company and the directors and employeesof the Company's subsidiaries. The total number of share options to be issued, including those granted to
Applicable Directors, is expected to be no more than 3,000, and the total number of shares to be issued upon
the exercise of the share options is expected to be no more than 300,000 shares.
End of Document- 13 -