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

Securities code: 9424
June 1, 2022
To: Shareholders
Frank Seiji Sanda, Representative Director-Chairman
Japan Communications Inc.
1-28 Toranomon 4-chome, Minato-ku, TokyoNOTICE OF THE 26TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that the 26th Ordinary General Meeting of Shareholders of Japan Communications Inc.
(the “Company”) will be held as follows.
In order to prevent the spread of the novel coronavirus (COVID-19) infection, you are kindly requested not toattend the meeting on the day of the meeting, but to exercise your voting rights in writing or via the Internet inadvance so that your vote arrives by 6:00 p.m. on Monday, June 27, 2022.
We will require prior registration by lottery to attend the Meeting on the date, with the number of attending
shareholders to be limited to a maximum of 20 persons.
For the method of exercising voting rights in writing or via the Internet, and registering in advance for attendanceon the date, please refer to pages 2 to 5 of this document (available in Japanese only).
1. Date and time:
2. Venue:

Tuesday, June 28, 2022 at 10:00 a.m. (JST)(Reception opens at 9:30 a.m.)
Toranomon Towers Office 6F, Room 7
1-28 Toranomon 4-chome, Minato-ku, Tokyo

3. Purposes
Items to be reported:
1. Report on the Business Report and the Consolidated Financial Statements for the 26th Fiscal Year (from
April 1, 2021 to March 31, 2022) and Results of the Audits of Consolidated Financial Statements by the
Financial Auditor and the Board of Corporate Auditors
2. Report on the Non-consolidated Financial Statements for the 26th Fiscal Year (from April 1, 2021 toMarch 31, 2022)
Items to be resolved:
Proposal No. 1
Reduction of Capital and Capital Reserve and Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Two Directors
Proposal No. 4
Election of One Corporate Auditor
Proposal No. 5
Election of Financial Auditor
Proposal No. 6
Setting a Framework of Restricted Stock Remuneration for Directors-

If we amend the content of this Convocation Notice, and the content of the Business Report, Consolidated Financial Statements,
Non-consolidated Financial Statements and Reference Documents for the General Meeting of Shareholders, which are attached tothis Convocation Notice, we will notify you by posting the amendments (available in Japanese only) on our Company website(https://www.j-com.co.jp/en). We would appreciate your understanding in advance.

<Notice of the Resolution>
We will give Notice of the Resolution of this Ordinary General Meeting of Shareholders (available in Japaneseonly) by posting on our Company website (https://www.j-com.co.jp/en). We would appreciate your understandingin advance.

-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Reduction of Capital and Capital Reserve and Appropriation of Surplus

In the current fiscal year, the Company attained profitability for the first time in seven fiscal years since the fiscal
year ended March 31, 2015. However, the Company recorded a deficit of 6,817,531,274 yen in retained earnings
brought forward at the end of the current fiscal year, due to accumulated losses since the fiscal year ended March
31, 2016, and it will take some time before this deficit can be resolved.
Therefore, the Company has decided to reduce the amount of capital and capital reserve and to appropriate surplus
in order to eliminate the deficit and enhance the financial soundness of the Company.
Specifically, the amount of capital will be reduced in accordance with Article 447, paragraph (1) of the Companies
Act, and the amount of capital reserve will be reduced in accordance with Article 448, paragraph (1) of theCompanies Act, with them being transferred to other capital surplus, and the resulting increased other capitalsurplus will be transferred to retained earnings brought forward in accordance with Article 452 of the Companies
Act to make up the deficit.
Since this transaction will not change the total number of shares issued and outstanding, but only the amount of
capital and capital reserve will be reduced, thereby not affecting the number of shares held by shareholders. The
decrease in the amount of capital and capital reserve is merely a transfer of account titles in the net assets section
on the balance sheet and will not cause any change in the amount of the Company’s net assets or net assets per
share.
(1) Matters concerning reduction of capital
The Company proposes to reduce its capital by 4,028,440,885 yen out of the amount of capital of
4,528,440,885 yen as of March 31, 2022, and transfer the entire amount of the reduction to other capitalsurplus, resulting in the amount of capital thereafter being 500,000,000 yen.
(i) Amount of capital to be reduced
4,028,440,885 yen(ii) Item and amount of surplus to be increased
Other capital surplus
4,028,440,885 yen(iii) Effective date of capital reduction
August 10, 2022
(2) Matters concerning reduction of capital reserve
The Company proposes to decrease its capital reserve by 2,789,090,389 yen out of the amount of capitalreserve of 2,868,630,765 yen as of March 31, 2022, and transfer the entire amount of the reduction to othercapital surplus, resulting in the amount of capital reserve thereafter being 79,540,376 yen.
(i) Amount of capital reserve to be reduced
2,789,090,389 yen(ii) Item and amount of surplus to be increased
Other capital surplus
2,789,090,389 yen(iii) Effective date of capital reserve reduction
August 10, 2022
(3) Matters concerning appropriation of surplus
The Company proposes to transfer its other capital surplus arising from the reduction of the amount of
capital and capital reserve to retained earnings brought forward to make up the deficit.
(i) Item and amount of surplus to be decreased
Other capital surplus
6,817,531,274 yen(ii) Item and amount of surplus to be increased
Retained earnings brought forward
6,817,531,274 yen(iii) Effective date of appropriation of surplus
Effective date of reduction of capital and capital reserve-2-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Company proposes to make the following necessary amendments to its
Articles of Incorporation.
(1) The purpose of the proposed Article 15, Paragraph 1 is to establish a provision to take measures for theelectronic provision of the information contained in reference materials for general meetings ofshareholders, etc.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be delivered to shareholders who have requested it.
(3) The provisions related to disclosure through the Internet and deemed delivery of reference documents,
etc. for general meetings of shareholders (Article 15 of the Current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In accordance with the above new establishment and deletion, supplementary provisions concerning
effective date, etc. will be established.
2. Details of proposed amendments
The details of proposed amendments are as follows.
(Amendments underlined)
Current Articles of Incorporation
Proposed Amendments
Article 1 - Article 14(Omitted)
Article 1 - Article 14(Unchanged)
Article 15 (Disclosure through the Internet and Deemed<Deleted>
Delivery of Reference Documents, Etc. for General
Meetings of Shareholders)
When convening a general meeting of shareholders, it may bedeemed that the Company has provided the shareholders withinformation relating to the matters that should be described orindicated in the reference documents for the general meeting ofshareholders, business reports, non-consolidated financial
statements, and consolidated financial statements, on thecondition that such information is disclosed through theInternet in accordance with the ordinance of the Ministry ofJustice.
<Newly established>
Article 15 (Measures for Electronic Provision of Information,
Etc.)
1. When convening a general meeting of shareholders, theCompany shall take measures for the electronic provisionof information contained in reference materials for general
meetings of shareholders.
2. With respect to all or part of the matters for whichmaterials for electronic provision of information are to betaken as specified by the Ordinance of the Ministry ofJustice, the Company shall not be required to include suchmatters in the documents to be delivered to shareholders
who have made a request for document delivery by therecord date for voting rights.

-3-

Current Articles of Incorporation
Article 16 - Article 50(Omitted)<Newly established>

Proposed Amendments
Article 16 - Article 50(Unchanged)(Supplementary Provisions)
1. The amendments of Article 15 of the Articles ofIncorporation shall come into effect as of September 1,
2022 (the “Effective Date”), when the amended provisions
stipulated in the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending the Companies
Act (Act No. 70 of 2019) shall become effective.
2. Notwithstanding the provisions of the preceding paragraph,
Article 15 (Disclosure through the Internet and Deemed
Delivery of Reference Documents, Etc. for General
Meetings of Shareholders) of the Articles of Incorporation
before amendments shall remain in effect for any general
meeting of shareholders held on a date within six months
from the Effective Date.
3. The supplementary provision shall be deleted after six
months have elapsed from the Effective Date, or threemonths have elapsed from the date of a general meeting ofshareholders as specified in the preceding paragraph,
whichever is later.

-4-

Proposal No. 3

Election of Two Directors

Among the Directors currently serving, the terms of office of three Directors Naohisa Fukuda, Ichiro Ido andYoshihiko Yamada will expire at the conclusion of this meeting. Accordingly, we would like to propose thereelection of two Directors Naohisa Fukuda and Yoshihiko Yamada.
The candidates for Director are as follows:
CandidateNo.

1

Number of the
Career summary, significant concurrent positions outside theCompany’s sharesCompany, and position and responsibility as Director of theownedCompany
November 1982 Joined Maebashi Language Academy
July 1985
Founded Gunma Database Systems, Inc.
Representative Director and President
March 1986
Graduated from Faculty of Literature, The
University of Tokyo
June 1992
Completed Tuck School of Business (MBA) at
Dartmouth
July 1992
Joined Andersen Consulting (current
Accenture)
September 1993 Joined Apple Computer Japan, Inc. (current
Apple Japan, Inc.)
November 1997 Director of Business Operations
December 1999 Director of Marketing
June 2001
Vice President, Head Office (United States),
Naohisa Fukuda
Apple Computer, Inc. (current Apple Inc.)(July 21, 1962)
4,000 shares
April 2002
Senior Vice President, the Company(Reelection)
June 2004
Director
July 2004
Chief Financial Officer
June 2006
Managing Director
March 2010
Representative Senior Managing Director
June 2012
Representative Director-Vice President
June 2015
Representative Director-President (current
position)
November 2018 Representative Director-President, my FinTech
Inc. (current position)
April 2021
Chairman (non-full-time), Maebashi Instituteof Technology (current position)(Significant concurrent positions outside the Company)
President & Representative Director, my FinTech Inc.
Chairman (non-full-time), Maebashi Institute of Technology
Reasons for nomination as candidate for Director
Naohisa Fukuda has been involved in the management of some of the world’s leading global companies and is wellversed in computer technology, marketing and business strategy. He joined the Company in 2002 as a Vice President,
and has accumulated extensive management experience, having served as Head of the Product Division, CFO, andManaging Director, as the successor to Frank Seiji Sanda, the Company’s founder and Representative DirectorPresident at the time. After becoming Representative Director-President in June 2015, he announced a new businessstrategy the following January 2016, which resulted in alliances with a number of partner companies. Since 2018, hehas been promoting FinTech platform businesses, which will be the cornerstone of the Company’s future growth, and hehas demonstrated strong leadership as in serving in public positions considering the use of such business in recent years.
Based on such track record and abilities, the Company judges that he will be appropriate to continue to serve as
Director of the Company.
Name(Date of birth)-5-

Number of the
Career summary, significant concurrent positions outside theCompany’s sharesCompany, and position and responsibility as Director of theownedCompany
March 1974
Graduated from Faculty of Economics, Keio
University
April 1974
Joined Matsushita Electric Industrial Co., Ltd.
(current Panasonic Holdings Corporation)
April 2003
Vice President and Head of Systems Business
Division, Panasonic AVC Networks Company
June 2004
Executive Officer and Head of North America
Headquarters
Chairperson, Matsushita Electric Corporationof America
April 2007
Managing Executive Officer, Matsushita
Electric Industrial Co., Ltd. (current PanasonicHoldings Corporation)
April 2010
In charge of Industry Sales
Yoshihiko Yamada
June 2010
Managing Director(May 11, 1951)
June 2011
Representative Senior Managing Director– shares(Reelection)
January 2012
In charge of Devices(Candidate for Outside
April 2013
President, Automotive & Industrial Systems
Director)
Company
April 2014
Representative Director-Vice President,
In charge of Overseas Strategic Regions
June 2016
Standing Advisor
June 2016
Outside Director of the Company (current
position)
November 2017 Vice President, Gigafactory, Tesla, Inc.
November 2019 Outside Director, Gogoro Inc. (Taiwan)(current position)
April 2022
Outside Director, WOTA CORP. (current
position)(Significant concurrent positions outside the Company)
Outside Director, Gogoro Inc. (Taiwan)
Outside Director, WOTA CORP.
Reasons for nomination as candidate for Outside Director and summary of expected roles
Yoshihiko Yamada has extensive knowledge and experience gained as a manager of a leading Japanese electricalequipment company and as an executive of an American automobile manufacturer. He was appointed as an Outside
Director of the Company in June 2016 and has been responsible for ensuring the reasonableness and appropriateness ofthe decision-making of the Company and supervise the execution of operations. The Company judges that he will beappropriate to continue to serve as Outside Director of the Company because, based on his track record and abilities, heis expected to ensure the reasonableness and appropriateness of the decision-making of the Company and supervise theexecution of operations mainly from the standpoint of managing a global company.
1. There is no special interest between any candidates for Director and the Company.
2. “Number of the Company’s shares owned” indicates the number of shares held as of March 31, 2022.
3. Yoshihiko Yamada, candidate for Outside Director(1) Yoshihiko Yamada is currently an Outside Director of the Company, and at the conclusion of this meeting, his tenure
as Outside Director will have been six years.
(2) The Company and Yoshihiko Yamada have entered into an agreement to limit his liability for damages under Article
423, paragraph (1) of the Companies Act, in accordance with Article 427, paragraph (1) of the Act and the provisionsof the Articles of Incorporation. The maximum amount of liability for damages under this agreement is the minimum
liability amount provided for under Article 425, paragraph (1) of the Companies Act. If he is reelected, the Company
plans to renew the aforementioned agreement with him.
(3) The Company has submitted a notification to the Tokyo Stock Exchange that Yoshihiko Yamada has been designatedas an independent officer as provided for by the aforementioned exchange. After he assumes office, the Company
plans to submit a notification to the Tokyo Stock Exchange concerning his continued designation as an independent
officer.

CandidateNo.

2

Notes:

Name(Date of birth)-6-

Proposal No. 4

Election of One Corporate Auditor

Among the Corporate Auditors currently serving, the term of office of Shinichi Inoue will expire at the conclusionof this meeting. Accordingly, we would like to propose the election of one Corporate Auditor.
The Board of Corporate Auditors agreed with this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, significant concurrent positions outside the Company,
and position as Corporate Auditor of the Company

Number of theCompany’s shares
owned

November 1970 Joined All Nippon Airways Co., Ltd. (current ANA
HOLDINGS INC.)
June 1995
General Manager of Aircraft Operations Planning
Department, Aircraft Operations Support Office,Aircraft Operations Division
April 2001
General Manager of Human Resource Development
Department, Business Promotion Office, Aircraft
Operations Division
July 2002
Head of Crew Office, Aircraft Operations Division
July 2003
Deputy Director of Aircraft Operations Division
April 2005
Vice President, Deputy Director of Aircraft Operations
Division and Head of Aircraft Operational Training
OfficeApril 2006
Vice President, Deputy Director of Aircraft Operations
Division
April 2007
Senior Vice President and Deputy Director of Aircraft
Operations Division
Shinichi Inoue
April 2008
Senior Vice President and Director of Aircraft(September 25, 1948)
Operations Division– shares(Reelection)
June 2008
Director, Vice President and Director of Aircraft(Candidate for Outside
Operations DivisionCorporate Auditor)
April 2009Managing Director, Vice President and Director of
Aircraft Operations Division
June 2010
Standing Corporate Auditor
June 2014
Vice President, Japan Aircraft Pilot Association (Public
Interest Incorporated Association)
June 2016
Director, Japan Nuclear Safety Institute (General
Incorporated Association)
June 2018
President, Japan Aircraft Pilot Association (Public
Interest Incorporated Association) (current position)
June 2018
Outside Corporate Auditor of the Company (current
position)
April 2019
Auditor, Tokyo University of Science
November 2021 Auditor, Tokyo University of Science (current position)(Significant concurrent positions outside the Company)
President, Japan Aircraft Pilot Association (Public Interest Incorporated
Association)
Auditor, Tokyo University of Science
Reasons for nomination as candidate for Outside Corporate Auditor
Shinichi Inoue has extensive knowledge and experience gained as a manager and Standing Corporate Auditor in the airline industry.
He was appointed as an Outside Corporate Auditor of the Company in June 2018 and has been responsible for conducting usefuland effective audits based on his broad knowledge and ensuring the legality and reasonableness of the decision-making of theCompany. Accordingly, the Company judges that he will be appropriate to continue to serve as Outside Corporate Auditor of theCompany.
Notes: 1. There is no special interest between the candidate for Corporate Auditor and the Company.
2. “Number of the Company’s shares owned” indicates the number of shares held as of March 31, 2022.
3. Shinichi Inoue is currently an Outside Corporate Auditor of the Company, and at the conclusion of this meeting, his
tenure as Outside Corporate Auditor will have been four years.

-7-4. The Company and Shinichi Inoue have entered into an agreement to limit his liability for damages under Article 423,
paragraph (1) of the Companies Act, in accordance with Article 427, paragraph (1) of the Act and the provisions of the
Articles of Incorporation. The maximum amount of liability for damages under this agreement is the minimum liability
amount provided for under Article 425, paragraph (1) of the Companies Act. If he is reelected, the Company plans torenew the aforementioned agreement with him.
5. The Company has submitted a notification to the Tokyo Stock Exchange that Shinichi Inoue has been designated as anindependent officer as provided for by the aforementioned exchange. After he assumes office, the Company plans tosubmit a notification to the Tokyo Stock Exchange concerning his continued designation as an independent officer.

-8-Proposal No. 5

Election of Financial Auditor

At the conclusion of this meeting, the terms of office of the currently serving Financial Auditors of the Company,
Toshiaki Yamanoi and Takao Yamakawa will expire and they will resign from office. Therefore, the Company
newly proposes the election of Financial Auditor.
This proposal is based on the decision of the Board of Corporate Auditors. The Board of Corporate Auditors
nominated Jonan Audit & Co. as a candidate for the position of Financial Auditor because the Board of Corporate
Auditors judged that Jonan Audit & Co. is suitable for the position of Financial Auditor of the Company,
comprehensively taking into account the following: (1) Jonan Audit & Co. was founded, based on Jonan Certified
Accountants Joint Office, to which currently serving Financial Auditors belong, and thus can maintain an
appropriate auditing system; (2) Jonan Audit & Co. has expertise, independence, quality control system, etc. as
Financial Auditor; and (3) the amount of audit fees is reasonable.
The candidate for Financial Auditor is as follows:
Name
Jonan Audit & Co.
OfficeAsai Building 3F, 1-9 Ebisu-minami 2-chome, Shibuya-ku, Tokyo
December 2020
Founded Jonan Certified Accountants Joint Office
History
July 2021
Founded Jonan Audit & Co. with the members of the above Office as itscore members
Capital8,000,000 yen
ProfileStaff
six staff members (certified public accountant)(as of March 31, 2022)-9-

Proposal No. 6

Setting a Framework of Restricted Stock Remuneration for Directors

The amount of remuneration, etc. for Directors of the Company was each approved for monetary remuneration(salary) of up to 480 million yen per year (not including the amount equivalent to employee salaries for Directors
who concurrently serve as employees) at the 11th Ordinary General Meeting of Shareholders held on June 26, 2007,
non-monetary remuneration (company housing) of up to 5 million yen per month at the 9th Ordinary General
Meeting of Shareholders held on June 29, 2005, and non-monetary remuneration (stock options) of up to 80 million
yen per year at the 15th Ordinary General Meeting of Shareholders held on June 21, 2011.
The Company proposes to introduce a plan to grant restricted stock to Directors as remuneration (the “Plan”),
separately from monetary remuneration (salary) and non-monetary remuneration (company housing), for the
purpose of providing Directors with incentives to work towards the sustainable enhancement of the Company’s
corporate value and promoting further shared value between Directors and its shareholders by reinforcing thelinkage between the remuneration of Directors and the value of the Company’s shares, and hereby request approval
for the introduction of the Plan.
The Company currently has eight Directors (including six Outside Directors), but if Proposal No. 3 is approved as
proposed, the Company will have seven Directors (including five Outside Directors).
If this proposal is approved as proposed, the aforementioned resolution of the Ordinary General Meeting of
Shareholders concerning non-monetary compensation (stock options) will be abolished, and the Company will notissue stock options (stock acquisition rights) as remuneration to Directors going forward.
1. Overview of the Plan
Under the Plan, Directors shall receive shares of the Company’s common stock issued or disposed of inaccordance with a resolution of the Board of Directors, which shall also determine the specific timing andallocation of payments thereof to each Director.

The total number of shares of the Company’s common stock to be issued or disposed of to Directors under
the Plan shall not exceed 560,000 shares per year and 100 million yen per year. However, in the event of astock split (including gratis allotment of shares of the Company’s common stock) or reverse stock split of
the Company’s common stock with an effective date on or after the date on which this proposal is approved
and passed, the Company can make adjustments to the reasonable extent necessary after such effective date.

Directors shall not be required to pay any money, etc. in connection with the issuance or disposition ofshares of common stock of the Company thereto under the Plan.

In issuing or disposing of shares of the Company’s common stock to Directors under the Plan, the Company
shall enter into a restricted stock allotment agreement (the “Allotment Agreement”) between the Company
and the Directors that includes the following details.
(1) Transfer Restriction Period
Directors may not transfer the shares of common stock of the Company allotted under the Allotment
Agreement (the “Allotted Shares”), grant a security interest therein, or dispose thereof in any other way
for a period of five years (the “Transfer Restriction Period”) from the date of allotment (the “Allotment
Date”) under the Allotment Agreement (the “Transfer Restrictions”).
(2) Grounds for Acquisition Without Contribution
If a Director retires or resigns from the position of Director of the Company during the Transfer
Restriction Period, the Company shall automatically acquire without contribution all of the Allotted
Shares on which the Transfer Restrictions have not been lifted at the time of such Director’s retirement or
resignation, unless there is a reason that the Board of Directors deems justifiable. Other grounds foracquiring shares without contribution shall be as set forth in the Allotment Agreement based on a
resolution of the Board of Directors of the Company.
(3) Lifting of Transfer Restrictions
Notwithstanding the provisions of (1) above, the Company shall lift the Transfer Restrictions of the
Allotted Shares at the proportion specified in each of the following items upon the expiration of eachsuch period, provided that the Director continues to hold the position of Director of the Company until- 10 -

the end of the period specified in each such item (each such lifting for each period is hereinafter referred
to as “Each Lifting of Transfer Restrictions”).
A. Two years from the date of allocation: one-fourth of the number of the Allotted Shares
B. Three years from the date of allocation: one-fourth of the number of the Allotted Shares
C. Four years from the date of allocation: one-fourth of the number of the Allotted Shares
D. Five years from the date of allocation: all of the Allotted Shares for which the Transfer Restrictions
have not been lifted as of the expiration of the period to the left
However, if a Director makes a request (the “Request”) to the effect that he/she does not wish to lift Each
Lifting of Transfer Restrictions by the last day of the period set forth in each such item, Each Lifting ofTransfer Restrictions shall not be lifted at the end of each such period for which the Request is made. In
such case, upon the expiration of the period following each such period (however, if the Request is madeagain by the last day of the next period, it shall be for the following period and the same shall apply
thereafter) for which the Request is made, the Transfer Restriction shall be lifted with respect to the
Allotted Shares in a proportion equal to the aggregate of the proportion of each such item for each period(in the case of the Transfer Restrictions having not yet been lifted before the expiration of the period set
forth in D. above, all of the Allotted Shares are applicable) for which the Transfer Restrictions were notlifted as a result of the Request.
In the event that a Director resigns from the position of Director of the Company during the Transfer
Restriction Period due to death or a serious injury or illness that makes it difficult for him/her to continue
to provide services as a Director of the Company, the Transfer Restrictions shall be lifted with respect toall of the Allotted Shares that have not been lifted as of the time immediately following such resignation,
provided that he/she continues to be a Director of the Company for the period from the Allotment Date tosuch resignation.
In addition, the Company shall automatically acquire without contribution all of the Allotted Shares forwhich the Transfer Restrictions have not been lifted in accordance with the above provisions at the time
the Transfer Restriction Period expires.
(4) Treatment upon Organizational Restructuring, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a general meetingof shareholders of the Company (however, in cases where organizational restructuring, etc. does not
require approval at a general meeting of shareholders, the Board of Directors does) approves a merger
agreement under which the Company will cease to exist, a share exchange agreement or share transfer
plan under which the Company will become a wholly owned subsidiary, or any other matters relating toorganizational restructuring, the Transfer Restrictions shall be lifted with respect to the number of the
Allotted Shares reasonably determined based on the period from the Allotment Date until the date of
approval of such organizational restructuring, prior to the effective date of such restructuring, upon
resolution by the Board of Directors.
In addition, in the case provided above, the Company shall automatically acquire without contribution allof the Allotted Shares for which the Transfer Restrictions have not yet been lifted as of the time
immediately following the lifting of the Transfer Restrictions in accordance with the provisions above.
(5) Other Matters
Other matters concerning the Allotment Agreement shall be determined by the Board of Directors of theCompany.
The shares allocated to Directors under the Plan shall be managed in dedicated accounts opened by the
Directors at a securities company designated by the Company during the Transfer Restriction Period sothat they can not be transferred, have a security interest granted over them, or otherwise disposed ofduring the Transfer Restriction Period.
2. Reasons Why the Details of This Proposal Are Appropriate
The Plan allocates restricted shares to Directors, with the aim of promoting further shared value withshareholders and increasing their willingness to contribute to the enhancement of the Company’s corporate value
to a greater extent than in the past.
- 11 -

At the Board of Directors meeting held on February 4, 2021, a policy for determining Directors’ remuneration,etc. was resolved, the details of which are described on pages 24 to 26 of this document (available in Japaneseonly), and the Board of Directors, at its meeting held on May 10, 2022, resolved to revise such policy, subject toapproval of the proposal as proposed at this Shareholders’ Meeting, the details of which are described below(Policy for Determining Directors’ Remuneration, etc. (as revised)).
This proposal is necessary and appropriate in order to grant remuneration, etc. to Directors in accordance withthe revised policy thereof, and the Company believes that the details of this proposal is reasonable because theamount of the value of the Company’s common stock to be issued or disposed of to Directors under the Plan,evaluated at the market price as of the date of the resolution of the Board of Directors concerning the allotment,
shall be within the maximum annual amount as stated in 1. above, and the ratio of the total number of shares tobe issued to Directors in one fiscal year to the total number of shares outstanding (as of April 30, 2022) shall be
0.3%, which indicates the dilution ratio is minimal.
(Policy for Determining Directors’ Remuneration, etc. (as revised))
1. Basic Views on Directors’ Remuneration, etc.
Since its founding in 1996, the Company has propounded and implemented the MVNO, an innovative businessmodel, having developed its business with, such as an interconnection with major mobile operators in 2007 andderegulation for MVNO business in 2016. In order to drive business growth in these new domain, those who cancompete in the global marketplace are required. For this reason, the Board of Directors of the Company believes
that remuneration, etc. for Directors should not be based on the traditional framework set out by traditional
Japanese companies, but should be in line with levels seen in the global human resources market. Specifically,
the levels of remuneration, etc. for Directors should be an amount that allows those who can compete in the
global markets to devote themselves to the Company’s businesses without undue sacrifice or burden tothemselves or their families. In light of all this, the Board of Directors of the Company aims to ensure that therole played by remuneration, etc. for Directors functions as a sound incentive for sustainable growth, rather thanan incentive toward the pursuit of short-term profits. With regard to the indicators judging whether or not theCompany has achieved sustainable growth, they should be based on qualitative indicators, in lieu of quantitative
ones, as the Company is currently in the process of evolving its MVNO business models and establishing its
business foundation.
2. Composition, etc. for Remuneration, etc. for Directors
Remuneration, etc. for the Company’s Directors comprises monetary remuneration (salary), non-monetary
remuneration (company housing) and non-monetary remuneration (restricted stock), and the proportion of eachtype of remuneration shall not be specified.
Of those types, monetary remuneration (salary) is a fixed monthly cash payment as basic remuneration.
Non-monetary remuneration (company housing) corresponds to the Company’s portion of a Director’s company
housing rent, which accrues in a fixed monthly amount, but is not paid directly to Directors.
Since non-monetary remuneration (restricted stock) is subject to the market environment, accounting systems
and other factors under which the Company’s stock is listed, the issuance thereof is not definite each year, andthe Board of Directors will determine at that time whether or not to do so.
3. Policy for Determining Monetary Remuneration (Salary)Of the above remuneration types, the determination of monetary remuneration (salary) is left entirely to thediscretion of Frank Seiji Sanda, Representative Director-Chairman, by resolution of the Board of Directors,
within the upper limit of the total amount of remuneration approved by a general meeting of shareholders (480
million yen per year (not including the amount equivalent to employee salaries of Directors who concurrently
serve as employees)). The upper limit of such total amount of remuneration was resolved at the 11th Ordinary
General Meeting of Shareholders held on June 26, 2007, and the number of Directors at the conclusion of such
Meeting was seven (including four Outside Directors).
Frank Seiji Sanda, Representative Director-Chairman, is responsible for the Company’s performance as an
executive director who has authority to represent the Company, and he intends to determine the amount ofmonetary remuneration that is appropriate as an incentive, based on the roles and responsibilities that Directors
assume as the execution of their important duties.
- 12 -

4. Policy for Determining Non-monetary Remuneration (Company Housing)
Of the above remuneration types, the determination of non-monetary remuneration (company housing) is basedon internal regulations established by the Board of Directors, within the upper limit of the total amount of
remuneration approved by a general meeting of shareholders (5 million yen per month). The upper limit of suchtotal amount of remuneration was resolved at the 9th Ordinary General Meeting of Shareholders held on June 29,2005, and the number of Directors at the conclusion of such Meeting was nine (including five Outside Directors).
The Board of Directors has a policy of determining non-monetary remuneration (company housing) in
consideration of commuting convenience and living conditions, in principle, for the purpose of securingpersonnel necessary for the Company’s growth and providing such personnel with a living environment in which
they can fully demonstrate their abilities.
5. Policy for Determining Non-monetary Remuneration (Restricted Stock)
Of the above remuneration types, with respect to the determination of non-monetary remuneration (restricted
stock), the Board of Directors has a policy of determining the total number of shares of restricted stock to beissued, in consideration of the dilution ratios of the Company’s shares, and, in turn, determining the appropriate
number thereof to be granted as an incentive, based on the respective roles and responsibilities assumed by
Directors.

- 13 -