[Translation]

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

Securities Code: 1951
June 4, 2018
To Our Shareholders:Fuminori Kozono
President and Representative Director
KYOWA EXEO CORPORATION
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 64th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 64th Ordinary General Meeting of Shareholders of
KYOWA EXEO CORPORATION (the “Company”) on June 22, 2018, which will be held as
described hereunder.
Meeting Details
1. Date and Time:

Friday, June 22, 2018 at 10:00 a.m. (Japan time)(The reception will begin at 9:00 a.m.)

2. Venue:

29-20, Shibuya 3-chome, Shibuya-ku, Tokyo
KYOWA EXEO CORPORATION 3F Conference Room

3. Purposes:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 64th Fiscal Year(from April 1, 2017 to March 31, 2018) and Reports of Audit on the Consolidated
Financial Statements by Accounting Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 64th Fiscal Year (from April 1,2017 to March 31, 2018)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Five (5) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Issuance of Subscription Rights to Shares as Stock Options
Proposal 4:
4. Method of Notification of Revisions to Shareholders:
Any revisions to the contents of the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, or Non-Consolidated
Financial Statements made by the day immediately preceding the day of the General Meetingof Shareholders will be notified by mailing of documents or posting on the Company’s
website (in Japanese only).
5. The Company’s Website:
http://www.exeo.co.jp/-1-[Translation]

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:
Appropriation of Surplus
The Company regards profit distribution to shareholders as an important managerial issue, andregarding the appropriation of surplus, we set dividend on equity ratio (DOE) as an index andour basic policy is to continue issuing stable dividends.
Based on this policy, we propose the following year-end dividend setting our target dividend on
DOE at 3% for the fiscal year under review:
Matters concerning the year-end dividend
1.

Type of dividend assets
Cash

2.

Matters concerning allocation of dividend assets and the total amount
Dividend per common share of the Company:¥25
Total amount of dividends:¥2,394,075,425
Note: The annual dividend for the current fiscal year, being the total of the interim andyear-end dividends, is ¥50 per share.

3.

Effective date of dividend from surplus
Monday, June 25, 2018-2-

[Translation]

Proposal 2:
Election of Five (5) Directors
In order to further enhance and strengthen the management system, and also due to the businessintegration with C-CUBE Corporation, Seibu Electric Industry Co., Ltd. and NIPPON DENTSU
CO., LTD., the Company proposes to newly elect five (5) Directors. Election of the candidates,
Mr. Wataru Hashimoto, Mr. Toshihiko Kumamoto, and Mr. Toshiro Ue, shall be effective on the
day on which the respective share exchanges will be effective (scheduled for October 1, 2018)
and, respectively, is subject to a condition that, in the case of Mr. Wataru Hashimoto, the shareexchange will be effective based on the share exchange agreement entered into on May 9, 2018
between the Company and C-CUBE Corporation; in the case of Mr. Toshihiko Kumamoto, theshare exchange will be effective based on the share exchange agreement entered into on May 9,2018 between the Company and Seibu Electric Industry Co., Ltd.; and in the case of Mr. ToshiroUe, the share exchange will be effective based on the share exchange agreement entered into on
May 9, 2018 between the Company and NIPPON DENTSU CO., LTD.
The candidates for these positions are as follows:
No.

Name
(Date of birth)

Tetsuya Funabashi(Dec. 9, 1956)
New Candidate

1

Board of Directors
meeting attendance
during the year ended
March 31, 2018:
Term served as
Director of theCompany:-

Number of theCompany’s
shares held

Career summary, positions and areas of responsibility
Jun. 2010

Senior Vice President, Head of Customer
Services, NTT Communications Corporation

Jun. 2014

Senior Executive Vice President,
Communications Corporation

Aug. 2016

Senior Executive Vice President, Head ofCustomer Services, NTT Communications
Corporation

Jun. 2017

Senior Executive Vice President, NTT
Communications Corporation (present position)NTT(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Tetsuya Funabashi has abundant experience in corporate
management and proven leadership qualities, in particularhaving excellent insights in the ICT and cloud fields, and theCompany believes that he is well-qualified to contribute to acontinuous increase in our corporate value by leveraging his
broad experience in pioneering new business fields, both inJapan and overseas. The Company has therefore nominatedhim as a candidate for Director.

-3-

1,000

[Translation]

No.

Name
(Date of birth)
Yasushi Kohara(Jun. 29, 1953)
New Candidate
Outside Officer
Independent Officer

2

Board of Directors
meeting attendance
during the year ended
March 31, 2018:-

Jun. 2007

Managing Officer, Toyota Motor Corporation

Jun. 2011

Representative Director and President, Toyota
Tokyo Corolla Co., Ltd.

Jun. 2015

Representative Director and President, Osaka
Toyota Motor Co., Ltd. (present position)

Board of Directors
meeting attendance
during the year ended
March 31, 2018:
Term served as
Director of theCompany:-

Number of theCompany’s
shares held

(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Director)
Mr. Yasushi Kohara has abundant experience and broad
insights in corporate management through his posts at the
Toyota Group, and the Company believes that he will provide
appropriate and valuable advice and suggestions in important
Term served as Outside management decisions of the Company, which should lead to
Director of thestrengthening the auditing function of the Board of Directors
Company:
and ensuring transparency. The Company has therefore
nominated him as a candidate for Outside Director.

Wataru Hashimoto(Oct. 1, 1954)
New Candidate

3

Career summary, positions and areas of responsibility

Jul. 2007

Senior Vice President, General Manager of Tokai
Division and General Manager of Nagoya
Branch,NIPPONTELEGRAPH
AND
TELEPHONE WEST CORPORATION

Jun. 2010

Advisor, C-CUBE Corporation

Jun. 2010

Senior Managing Director, General Manager ofCorporate Planning Department, C-CUBE
Corporation

Jun. 2011

President,
position)

C-CUBE

Corporation(present(Important concurrent positions)
President, C-CUBE Corporation(Reasons for nomination as candidate for Director)
By having Mr. Wataru Hashimoto take office on the effective
date under the share exchange agreement (October 1, 2018),
the Company aims to facilitate prompt and close
communication after business integration as well as
maximizing group synergy at the earliest time possible. The
Company has therefore nominated him as a candidate for
Director.

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0

0

[Translation]

Name(Date of birth)

No.

Career summary, positions and areas of responsibility
Jun. 2010

Senior Vice President, General Manager of Tokai
Division and General Manager of Nagoya
Branch,NIPPONTELEGRAPH
AND
TELEPHONE WEST CORPORATION

Jun. 2012

Senior Vice President, Executive Manager of
Network Department, Plant Headquarters,
NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION

Toshihiko Kumamoto(Nov. 25, 1957)
Jun. 2014
New Candidate

4

Board of Directors
meeting attendance
during the year ended
March 31, 2018:
Term served as
Director of theCompany:-

Toshiro Ue(May 25, 1939)
New Candidate

5

Board of Directors
meeting attendance
during the year ended
March 31, 2018:
Term served as
Director of theCompany:-

Notes:

1.
2.
3.
4.
5.

Number of theCompany’s
shares held

Senior Executive Vice President, Senior
Executive Manager of Plant Headquarters,
NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION

Jun. 2016

Advisor, Seibu Electric Industry Co., Ltd.

Jun. 2017

Representative Director and President, Seibu
Electric Industry Co., Ltd. (present position)0(Important concurrent positions)Representative Director and President, Seibu Electric Industry
Co., Ltd.
(Reasons for nomination as candidate for Director)
By having Mr. Toshihiko Kumamoto take office on theeffective date under the share exchange agreement (October 1,2018), the Company aims to facilitate prompt and close
communication after business integration as well as
maximizing the group synergy at the earliest time possible.
Therefore, the Company has nominated him as a candidate for
Director.
Jun. 1987

Representative Director and Vice President,
NIPPON DENTSU CO., LTD.

Jun. 1990

Representative Director and President, NIPPONDENTSU CO., LTD.

Jun. 2005

Representative Director and Chairman, NIPPONDENTSU CO., LTD.

Jun. 2010

Representative Director, Chairman and President,
NIPPON DENTSU CO., LTD. (present position)(Important concurrent positions)Representative Director, Chairman and President, NIPPONDENTSU CO., LTD.

0

(Reasons for nomination as candidate for Director)
By having Mr. Toshiro Ue take office on the effective dateunder the share exchange agreement (October 1, 2018), theCompany aims to facilitate prompt and close communication
after business integration as well as maximizing the groupsynergy at the earliest time possible. Therefore, the Company
has nominated him as a candidate for Director.

Mr. Wataru Hashimoto is President of C-CUBE Corporation. The Company has a business
relationship with C-CUBE Corporation under which the Company orders facilities construction workfrom C-CUBE Corporation.
Mr. Toshihiko Kumamoto is Representative Director and President of Seibu Electric Industry Co.,
Ltd. The Company group and the group of Seibu Electric Industry have a business relationship that
includes transactions with respect to telecommunication construction work.
There are no conflicts of interest between any other candidates and the Company.
Mr. Tetsuya Funabashi is scheduled to retire from his position as Senior Executive Vice President of
NTT Communications Corporation on June 22, 2018.
Mr. Yasushi Kohara is scheduled to retire from his position as Representative Director and President-5-[Translation]

6.
7.

of Osaka Toyota Motor Co., Ltd. on June 25, 2018.
Mr. Yasushi Kohara is a candidate for Outside Director, and is also a candidate for Independent
Officer provided for in the regulations of Tokyo Stock Exchange, Inc. and the Company’s
regulations.
Liability Limitation Agreements with Outside Directors
In order for our Outside Directors to more effectively perform in their expected roles, Article 39 of
the current Articles of Incorporation of the Company provides that the Company may enter into
agreements with its Outside Directors limiting their liability for failure to properly perform theirrespective duties. If the candidate for Outside Director, Mr. Yasushi Kohara is elected, he will enter
into an agreement with the Company that limits his liability for damages under Article 423,
paragraph 1 of the Companies Act to the minimum amount prescribed by laws and regulations.

-6-[Translation]

Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Mr. Haruhiko Yamada will resign from the position of Audit & Supervisory Board Member at
the conclusion of this Ordinary General Meeting of Shareholders. Accordingly the Company
proposes the election of one (1) Audit & Supervisory Board Member as his replacement.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidate for this position is as follows:
Name(Date of birth)

Tomoko Aramaki(Nov. 7, 1968)
New Candidate
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2018:-

Career summary and positions
Oct. 1991

Joined Century Audit Corporation

Mar. 1995

Registered as Certified Public Accountant

Jul. 1999

Seconded to Regional Financial Cooperation
Division, Trade Policy Bureau, Ministry ofInternational Trade and Industry

May 2002

Joined IBM Japan, Ltd.

Feb. 2006

Director, Aramaki CPA Office (present position)

Apr. 2006

Registered as Certified Tax Accountant

Jun. 2008

Audit & Supervisory Board Member, PARIS
MIKI HOLDINGS Inc.

Jun. 2015

Director, in charge of Investor Relations, PARIS
MIKI HOLDINGS Inc.

Dec. 2015

Audit & Supervisory Board Member, SACOSCORPORATION (present position)

Jan. 2017

Member of Conference Committee on AssetManagement by Japan Pension Service

Number of theCompany’s
shares held

0

Audit & Supervisory
Apr. 2018 Member of Outside Experts Committee,
Board meeting attendanceManagement Organization for Postal Savings andduring the year ended March
Postal Life Insurance (present position)
31, 2018:(Importantconcurrent
positions)
Director, Aramaki CPA Office
Audit&
Supervisory
Board
Member,SACOS
Term served as Outside
CORPORATION
Audit & Supervisory
Member of Outside Experts Committee, Management
Board Member of theOrganization for Postal Savings and Postal Life Insurance
Company:-

Notes:

1.
2.
3.

(Reasons for nomination as candidate for Outside Audit &Supervisory Board Member)
Ms. Tomoko Aramaki has abundant experience and expertisein finance and accounting as a Certified Public Accountant andTax Accountant, and the Company believes that she willappropriately perform her duties as Audit & Supervisory Board
Member. The Company has therefore nominated her as a
candidate for Outside Audit & Supervisory Board Member.

There are no conflicts of interest between Ms. Tomoko Aramaki and the Company
Ms. Tomoko Aramaki is a candidate for Outside Audit & Supervisory Board Member, and is also a
candidate for Independent Officer provided for in the regulations of Tokyo Stock Exchange, Inc. andthe Company’s regulations.
Liability Limitation Agreements with Audit & Supervisory Board Members
In order for our Audit & Statutory Board Members to more effectively perform in their expected roles,
Article 39 of the current Articles of Incorporation of the Company provides that the Company may
enter into agreements with its Audit & Supervisory Board Members limiting their liability for failure
to properly perform their respective duties. If the candidate for Audit & Supervisory Board Member,
Ms. Tomoko Aramaki, is elected, she will enter into an agreement with the Company that limits her
liability for damages under Article 423, paragraph 1 of the Companies Act to the minimum amountprescribed by laws and regulations.

-7-[Translation]

Proposal 4:
Issuance of Subscription Rights to Shares as Stock Options
The shareholders are requested to approve the proposal to entrust the Board of Directors of theCompany with the task of determining the terms of the Issuance of Subscription Rights toShares as Stock Options to Directors (excluding Outside Directors), Operating Officers andemployees of the Company, and Directors of the Company’s subsidiaries (wholly owned
subsidiaries) under the provisions of Articles 236, 238 and 239 of the Companies Act.
The issuance of Subscription Rights to Shares to the Directors is within the annual limit of¥20,000,000 Yen approved as Subscription Rights to Shares that may be offered as remuneration
for the Directors at the Ordinary General Meeting of Shareholders held on June 21, 2013. If
Proposal 2 is approved and adopted as proposed, the number of Directors of the Company to be
subject to this Proposal will be eight (8).
1.

Reasons for Issuing the Subscription Rights to Shares on particularly favorable conditions
The reason for issuing Subscription Rights to Shares as stock options free of charge to the
Directors, Operating Officers and employees of the Company, and Directors of theCompany’s subsidiaries (wholly owned subsidiaries) is to provide an incentive to improvebusiness performance, increase corporate value and enhance a management focus onshareholder interests.

2.

Persons to whom Subscription Rights to Shares will be allotted
Directors, Operating Officers and employees of the Company, and Directors of theCompany’s subsidiaries (wholly owned subsidiaries) will be allotted Subscription Rights toShares.

3.

Details and maximum number etc. of the Subscription Rights to Shares for which offeringterms may be determined based on the matters resolved at the Meeting(1) Class and Number of Shares to be issued upon exercise of Subscription Rights toShares
The total number of shares subject to Subscription Rights to Shares shall not exceed
204,000 shares of common stock of the Company. Of which, the number of the
Subscription Rights to Shares to be allotted to Directors of the Company shall not
exceed 37,000 shares of common stock of the Company.
If the Company makes any share split or share consolidation, the number of sharessubject to Subscription Rights to Shares shall be adjusted using the following formula,provided that such adjustment shall be made with regard to the number of the sharessubject to Subscription Rights to Shares that have not been exercised at such time andthat if any fraction less than one (1) share arises as a result of such adjustment, such
fraction shall be discarded:
Number ofshares after
adjustment=

Number of sharesprior toadjustment

X

Ratio ofsplit/consolidation

Furthermore, if any unavoidable event other than those set forth above arises after the
Allotment Date of the Subscription Rights to Shares that makes it necessary to adjust
the number of shares, the Company shall make the necessary adjustment to the extent
reasonable.

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[Translation](2)

Number of Subscription Rights to Shares
The number of the Subscription Rights to Shares to be issued shall not exceed 2,040
units, of which the number to be allotted to Directors of the Company shall not exceed
370 units.
The number of shares for each Subscription Right to Shares (hereinafter referred to as
the “Number of Granted Shares”) shall be 100 shares; provided, however, if a sharenumber adjustment set forth in “(1) Class and Number of Shares to be issued upon
exercise of Subscription Rights to Shares” above is conducted, similar adjustment shallbe applied to the Number of Granted Shares.

(3)

Amount to be paid in exchange for the Subscription Rights to Shares
There shall be no requirement for payment in exchange for the Subscription Rights toShares.

(4)

Value of property to be contributed when Subscription Rights to Shares are exercised
The amount to be paid when Subscription Rights to shares are exercised shall be thepaid amount per share that can be delivered by exercising the Subscription Rights toShares (hereinafter referred to as the “Exercise Price”), multiplied by the Number ofGranted Shares concerning the relevant Subscription Rights to Shares.
The Exercise Price will be the average value of the closing price in regular trading of
the Company’s common stock on the Tokyo Stock Exchange (hereinafter referred to as
the “Closing Price”) on each day of the month previous to the month of the date when
the Subscription Rights to Shares are allotted, multiplied by 1.05. Note that the datewhen the trade was not effective is not included. Fractions of less than one (1) Yen will
be rounded up. However, in the case the amount is lower than the Closing Price of the
Allotment Date (when no Closing Price is published on that day, Closing Price of thenearest previous date shall be applied), it will be the Closing Price on the Allotment
Date.
After the Allotment Date, in an event of a share split or share consolidation of theCompany’s common stock, the Exercise Price will be adjusted by the following formula,with fractions of less than one (1) Yen rounded up.
Exercise Price=after adjustment

Exercise Price
before adjustment

1
X

Ratio of share split
or consolidation

In addition, after the Allotment Date of the Subscription Rights to Shares, in an event
where the Company issues new shares of common stock or disposes of treasury sharesof common stock and, in either case, does so at a price lower than market price, theExercise Price will be adjusted by the following formula, with fractions of less than one(1) Yen rounded up.

Exercise Priceafter adjustment=

Exercise Price
before adjustment

X

Number ofoutstanding
shares+Number of shares
Paid-in amountX
newly issued
per share
Current market price per share

Number of outstanding shares + Number of shares newly issued-9-[Translation]

The “Number of outstanding shares” in the above formula shall be the total number ofthe shares of common stock issued less treasury shares of common stock owned by theCompany, and in the case of disposition of treasury shares, the “Number of shares
newly issued” shall read as “Number of treasury shares to be disposed of.”
In addition to the above, if any unavoidable event such as a merger, a company split orcapital reduction of the Company arises after the Allotment Date where the Exercise
Price must be adjusted, the Company may adjust the Exercise Price to a reasonable
extent, subject to a resolution of the Board of Directors.
(5)

Period during which Subscription Rights to Shares can be exercised
From July 1, 2020 to June 30, 2027.

(6) Conditions for exercise of Subscription Rights to Shares
1) Any person who has been allotted Subscription Rights to Shares (hereinafter referred
to as a “Holder of Subscription Rights to Shares”) must at the time of exercising suchrights have a position in the Company as a Director, Operating Officer, or employee,
or a Director of a subsidiary (wholly owned subsidiary) of the Company.
However this requirement does not apply in the case where the person concerned nolonger has this position due to, in the case of Directors or Operating Officers of theCompany or Directors of the Company’s subsidiaries (wholly owned subsidiaries),
expiry of his/her term of office, in the case of employees of the Company, retirement
at mandatory retirement age, or other circumstances where it is justifiable that thisrequirement not apply.
2)

Other terms and conditions shall be as specified in the “Subscription Rights to Shares
Allotment Agreement” to be entered into between the Company and holders of the
Subscription Rights to Shares based on a resolution of the Board of Directors.

(7)

Restriction on transfer of Subscription Rights to Shares
The acquisition of Subscription Rights to Shares by transfer shall require approval bya resolution of the Board of Directors.

(8)
1)

Reasons and conditions for acquisition of Subscription Rights to Shares
If a proposal for the approval of a merger agreement under which the Company ceases
to exist, a proposal for the approval of an agreement for an absorption-type split of theCompany or a plan for an incorporation-type split of the Company, a proposal for theapproval of a share exchange agreement or a share-transfer plan under which theCompany becomes a wholly owned subsidiary is approved at the General Meeting of
Shareholders (or at the Board of Directors if approval at the General Meeting of
Shareholders is unnecessary), the Company may acquire the Subscription Rights toShares without compensation

2)

In the event that a Holder of Subscription Rights to Shares becomes no longer eligible
to exercise his/her Subscription Rights to Shares, the Company may acquire theSubscription Rights to Shares without compensation.

(9)

Matters regarding capital and capital reserves that will be increased in cases where
shares will be issued as a result of the exercise of Subscription Rights to Shares
The amount by which capital is to be increased by issuance of shares at the time of
exercise of the Subscription Rights to Shares shall be half of the maximum amount of

1)- 10 -

[Translation]

increase in capital, etc. which is calculated in accordance with Article 17, paragraph 1of the Corporate Accounting Rules, and any fraction less than one (1) Yen as a resultof the said calculation shall be rounded up.
2)

The amount by which capital reserves are to be increased by issuance of shares at thetime of exercise of Subscription Rights to Shares shall be obtained by subtracting theamount of increase in capital in 1) above from the maximum amount of increase incapital, etc. in 1) above.

(10)

Handling of Subscription Rights to Shares at the time of restructuring action
If the Company is to engage in a merger (limited to cases where the Company ceases
to exist as a result of such merger), absorption-type company split, incorporation-typecompany split, or a share exchange or share transfer (all of which are collectively
referred to as a “Restructuring Action”), Subscription Rights to shares in the company
as listed under Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(such company limited hereafter referred to as the “Restructured Company”) shall ineach case be issued in accordance with applicable conditions below to holders of the
Subscription Rights to Shares that remain in effect as of the effective date of the
Restructuring Action (hereinafter referred to as the “Remaining Subscription Rights toShares”). In this case, the Remaining Subscription Rights to Shares shall cease to exist,
and the Restructured Company shall issue new Subscription Rights to Shares.
However, such issuance shall be limited to the cases where issuance of the
Subscription Rights to Shares of the Restructured Company under the following
conditions is prescribed in the merger agreement, the absorption-type company split
agreement, the incorporation-type company split plan, the share exchange agreement
or the plan of the share transfer.
Number of Subscription Rights to Shares to be issued by the Restructured Company
The holders of the Remaining Subscription Rights to Shares shall be granted the
Subscription Rights to Shares the number of which will be equivalent to the numberof such Rights held at the Restructured Company.

1)

2)

Class and Number of Shares to be issued by the Restructured Company upon exerciseof Subscription Rights to Shares
The class of shares to be delivered upon exercise of the Subscription Rights to Sharesshall be the common shares of the Restructured Company, and the number of theshares to be delivered upon exercise of Subscription Rights to Shares shall be
determined in accordance with (1) above, taking into consideration the conditions, etc.
of the Restructuring Action.

3)

Value of property to be contributed when Subscription Rights to Shares are exercised
The value of property to be contributed upon exercise of each Subscription Right toShares to be delivered shall be the amount obtained by multiplying the amount per
share to be paid in after reorganization (obtained by adjusting the Exercise Price set
forth in (4) above, taking into consideration the conditions, etc. of the Restructuring
Action) by the number of shares to be delivered upon exercise of relevant stockacquisition rights as determined in accordance with 2) above.

4)

Period during which Subscription Rights to Shares can be exercised
The exercise period shall begin on either the first date of the exercise period for the
Subscription Rights to Shares stipulated in (5) above, or on the date that the
Restructuring Actions take effect, whichever comes later, and shall continue to thefinal date of the exercise period stipulated in (5) above.

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[Translation]

5)

Matters concerning acquisition of Subscription Rights to Shares
To be determined in accordance with (8) above.

6)

Restrictions on transfer of Subscription Rights to Shares
Any acquisition of the Subscription Rights to Shares by transfer requires approval bya resolution of the Board of Directors of the Restructured Company.

7)

Matters regarding capital and capital reserves that will be increased in cases where
shares will be issued as a result of the exercise of Subscription Rights to Shares
To be determined in accordance with (9) above.

(11)

Method of calculating the fair value of Subscription Rights to Shares
The Black-Scholes model shall be used to calculate the fair value of the Subscription
Rights to Shares based on the various conditions applicable on the Allotment Date.

(12)

Other requirements concerning Subscription Rights to Shares
Other requirements concerning Subscription Rights to Shares may be decided byresolution at separately held meetings of the Board of Directors.

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