These documents have been translated from a part of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.
(Securities Code: 5186)
June 4, 2019
To Shareholders with Voting Rights:
Motonobu Nitta
President and Representative Director
Nitta Corporation
4-26 Sakuragawa 4-chome, Naniwa-ku,
Osaka, JapanNOTICE OF THE 90TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 90th Ordinary General Meeting of Shareholders of Nitta Corporation(the “Company”) to be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet(available Japanese language version only). Please refer to the Reference Documents for the General Meetingof Shareholders described hereinafter, and exercise your voting rights by 5:30 p.m. on Thursday, June 20,
2019 JST, according to the following procedures.
1. Date and Time:

Friday, June 21, 2019 at 10:00 a.m. JST

2. Venue:

Conference room, 11th floor of the Company’s head office, 4-26 Sakuragawa
4-chome, Naniwa-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
90th Fiscal Year (from April 1, 2018 to March 31, 2019) and results of audits
by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 90th Fiscal Year(from April 1, 2018 to March 31, 2019)
Proposals to be resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Election of Eight Directors
Proposal No. 3: Election of Two Audit & Supervisory Board Members
Proposal No. 4: Election of One Substitute Audit & Supervisory Board Member
Proposal No. 5: Determination of Remuneration for Granting Restricted Shares to Directors

1Procedures for Exercise of Voting Rights
 Attending the meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
Please be advised that persons other than shareholders of the Company such as proxies and persons
accompanying shareholders are not permitted to attend the meeting.
 Not attending the meeting➢ Exercise of voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Formand return it by mail. The completed form must reach us by 5:30 p.m. on Thursday, June 20, 2019JST.
➢ Exercise of voting rights via the Internet, etc.
Please see “Procedures for Exercise of Voting Rights via the Internet, etc.” described on page 5
herein (Japanese language version only), and exercise your voting rights by 5:30 p.m. on Thursday,June 20, 2019 JST.
* If you have exercised your voting rights both in writing and via the Internet, etc., only the vote via theInternet, etc. shall be deemed effective. If you have exercised your voting rights more than once via theInternet, etc., or both via PC and cell phone, only the last vote shall be deemed effective.
Other Matters Regarding This Notice of Convocation
1. Pursuant to the relevant laws and regulations and the provision of Article 14 of the Articles ofIncorporation, the Notes to the Consolidated Financial Statements and the Notes to the
Non-consolidated Financial Statements are posted on the Company’s website (https://www.nitta.co.jp/)
and are not included in the attached documents for this notice of convocation.
2. The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board include the Notes to the Consolidated
Financial Statements and the Notes to the Non-consolidated Financial Statements posted on thewebsite above in addition to documents listed in the attached documents for this notice of convocation.
Note:
Any updates occurring before the date of the General Meeting of Shareholders to the Reference Documents
for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements andConsolidated Financial Statements will be informed in writing by mail or posted on the Company’s website(https://www.nitta.co.jp/).

2

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

Distribution of Surplus

Distribution of surplus shall be conducted as follows.
Matters concerning the year-end dividend:
The Company considers shareholder return an important management issue, and follows the basic policyof providing appropriate shareholder return in line with business results, at the same time strengthening andenriching corporate quality. In more practical terms, the Company determines shareholder return based on
the fiscal year’s business performance and forecast, taking into consideration the consolidated dividend
payout ratio, as well as keeping the standard consistent. Retained earnings are utilized, with the long-term in
mind, in various efforts to enhance corporate value, such as investments in research and development, in new
businesses, and in the strengthening and subsidy of manufacturing equipment.
In accordance with the above policy, the Company proposes the payment of the year-end dividends for its
90th fiscal year as follows.
1.
2.

Type of dividend assets
Cash
Allocation of dividend assets and the total amount of dividends
35 yen per share of common stock of the Company
Total amount of dividends: 1,024,017,785 yen(Note) The Company’s annual dividends for the current fiscal year are 68 yen per share of common stock of the Company,
including interim dividends.

3.

Effective date of distribution of surplus
June 24, 20193

Proposal 2:

Election of Eight Directors

The terms of office of all eight current Directors will expire at the close of this General Meeting. We
propose the election of eight Directors.
The candidates are as follows:
Positions and responsibilities at the Company,
No.
Nameand significant concurrent positions
President, Representative Director, andExecutive Officer
1
Reappointed
Motonobu Nitta
Member of Nomination and Remuneration
Committee
Director and Executive Officer
Nara Plant Manager
General Manager, Manufacturing Engineering
2
Reappointed
Keiji Yoshimura
CenterIn charge of safety, environment and quality,and purchasing
Director and Managing Executive Officer
3
Reappointed
Yasunori Ishikiriyama
General Manager, Industrial Products Div.
Director and Managing Executive Officer
In charge of general affairs and CSR
4Reappointed
Takeshi Kobayashi
promotion, management administration, andhuman resources
Director and Executive Officer
5
Reappointed
Takahiko Yoshida
General Manager, Technical Center
Executive Officer
6
Newly appointed
Haruki Shimada
Deputy General Manager, Nitta Moore Div.,and Nabari Plant Manager
Reappointed
Director(Candidate for
Chairman of Nomination and Remuneration
7
Mitsuyuki Suga
Outside Director)
Committee(Candidate for
Lawyer, Sakai-Suji Kyodo Law Offices
independent officer)
Director
Reappointed
Member of Nomination and Remuneration
Committee(Candidate for8
Masataka Nakao
Owner, Offices of Certified Public Accountant
Outside Director)
Masataka Nakao(Candidate for
Outside Audit & Supervisory Board Member,independent officer)
Okada Aiyon Corporation

4

No.

1

Name
(Date of birth)

Motonobu Nitta(April 13, 1958)
Reappointed

Past experience, positions, responsibilities
and significant concurrent positions
April 1983 Joined the Company
April 2002 Director, Gates Unitta Asia Company
January 2005 Vice President and Representative Director,
Gates Unitta Asia Company
June 2009
Director of the Company
June 2013
Vice President and Director of the Company
June 2014
President, Representative Director andExecutive Officer of the Company (topresent)

Number of sharesof the Company

2,100(Reasons for nomination as a candidate for Director)
Mr. Motonobu Nitta has served as Director since June 2009, and has been utilizing his outstanding management
expertise and contributing to strengthening the function of the Board of Directors as President and Representative
Director since June 2014. The Company believes that, going forward, he is capable of continuing to properly monitor
the management of the Company and contribute to the enhancement of corporate value as Director. Therefore, theCompany reappointed him as a candidate for Director.
(Note)

No conflict of interests exists between Mr. Motonobu Nitta and the Company.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
June 2006
June 2013
June 20142

Keiji Yoshimura(October 1, 1956)
Reappointed

June 2015

Joined the Company
Department Manager, Products Development
Dept., Gates Unitta Asia Company
General Manager, Manufacturing Engineering
Center of the Company
Executive Officer, General Manager,
Manufacturing Engineering Center, and in
charge of safety, environment and quality of
the Company
Director and Executive officer, Plant
Manager, Nara Plant, General Manager,
Manufacturing Engineering Center, and in
charge of safety, environment, quality andpurchasing of the Company (to present)

Number of sharesof the Company

2,600(Reasons for nomination as a candidate for Director)
Mr. Keiji Yoshimura has served as Director since June 2015 and has been utilizing his wealth of experience andhigh-leveled expertise, as well as contributing to strengthening the function of the Board of Directors as the officer incharge of safety, environment and quality, and the manufacturing engineering division. The Company believes that,going forward, he is capable of continuing to properly monitor the management of the Company and contribute to theenhancement of corporate value as Director. Therefore, the Company reappointed him as a candidate for Director.
(Note)
No conflict of interests exists between Mr. Keiji Yoshimura and the Company.

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1981
April 2013
June 2015

3

Yasunori
Ishikiriyama(June 8, 1956)
Reappointed

June 2018

Joined the Company
Deputy General Manager, Industrial Products
Div. of the Company
Director and Executive Officer, General
Manager, Industrial Products Div. of theCompany
Director and Managing Executive Officer,
General Manager, Industrial Products Div. of
the Company (to present)

Number of sharesof the Company

2,700(Reasons for nomination as a candidate for Director)
Mr. Yasunori Ishikiriyama has served as Director since June 2015, and has been utilizing his wealth of experienceand outstanding management expertise, as well as contributing to strengthening the function of the Board of Directors
as General Manager of the Belt and Rubber Products Div. The Company believes that, going forward, he is capable ofcontinuing to properly monitor the management of the Company and contribute to the enhancement of corporate value
as Director. Therefore, the Company reappointed him as a candidate for Director.
(Note)
No conflict of interests exists between Mr. Yasunori Ishikiriyama and the Company.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

March 1978 Joined the Company
April 2011 Senior Department Manager, Management
Planning Unit of the Company
June 2013
Executive Officer, in charge of humanresources of the Company
June 2015
Executive Officer, in charge of general affairs
and CSR promotion, managementadministration, and human resources of theCompany
June 2017
Director and Executive Officer, in charge ofTakeshi Kobayashi
general affairs and CSR promotion,
4 (December 30, 1954)
management administration, and human
Reappointed
resources of the Company
June 2018
Director and Managing Executive Officer, incharge of general affairs and CSR promotion,
management administration, and humanresources of the Company (to present)

Number of sharesof the Company

5,500(Reasons for nomination as a candidate for Director)
Mr. Takeshi Kobayashi has served as Director since June 2017 and has been utilizing his wealth of experience andoutstanding management expertise in the Company’s accounting and finance, human resources, general affairs, andplanning departments for many years, as well as contributing to strengthening the function of the Board of Directors.
The Company believes that, going forward, he is capable of continuing to properly monitor the management of theCompany and contribute to the enhancement of corporate value as Director. Therefore, the Company reappointed him
as a candidate for Director.
(Note)
No conflict of interests exists between Mr. Takeshi Kobayashi and the Company.

6

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1986
April 2017
June 2017
June 2018

5

Takahiko Yoshida(February 20, 1962)
Reappointed

Joined the Company
Deputy General Manager, Technical Center of
the Company
Executive Officer, Deputy General Manager,
Technical Center of the Company
Director and Executive Officer, General
Manager, Technical Center of the Company(to present)

Number of sharesof the Company

8,000(Reasons for nomination as a candidate for Director)
Mr. Takahiko Yoshida has served as Director since June 2018 and has been utilizing his wealth of experience andhigh-leveled expertise, as well as contributing to strengthening the function of the Board of Directors as General
Manager of the Technical Center. The Company believes that, going forward, he is capable of continuing to properly
monitor the management of the Company and contribute to the enhancement of corporate value as Director. Therefore,
the Company reappointed him as a candidate for Director.
(Note)
No conflict of interests exists between Mr. Takahiko Yoshida and the Company.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1977
July 2004
April 2013
July 2014

6

Haruki Shimada(May 17, 1956)
Newly appointed

June 2015

Joined the Company
Department Manager, Products Development
Dept., Nitta Moore Co., Ltd.
Deputy General Manager, Nitta Moore
Company Div. of the Company
Deputy General Manager, Nitta Moore Div.
and Plant Manager, Nabari Plant of theCompany
Executive Officer, Deputy General Manager,
Nitta Moore Div. and Plant Manager, Nabari
Plant of the Company (to present)

Number of sharesof the Company

2,300(Reasons for nomination as a candidate for Director)
Mr. Haruki Shimada has focused on the development of hose and tube products over many years and has
accumulated a wealth of experience and expertise. In addition, he has served as Executive Officer since June 2015. The
Company believes that he is capable of utilizing these experiences and expertise to properly monitor the management of
the Company and contribute to the enhancement of corporate value as Director. Therefore, the Company appointed him
as a candidate for Director.
(Note)
No conflict of interests exists between Mr. Haruki Shimada and the Company.

7

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1970
September
1971
April 1974

Mitsuyuki Suga
(December 21, 1944) June 2014
Reappointed

Number of sharesof the Company

Registered as lawyer at the Tokyo Bar
Association
Changed registration to the Osaka Bar
Association
Lawyer, Sakai-Suji Kyodo Law Offices (topresent)
Director of the Company (to present)(Candidate for
Outside Director)(Candidate forindependent officer)
Term of office as an
Outside Director: 5
years

7

-

Attendance of theBoard of Directors
meetings, etc. forfiscal 2018:
Board of Directors
meetings –12/12 times
Liaison meetings for
Outside Directors –12/12 times
CSR Promotion andRisk Management
Committee meetings– 4/4 times(Reasons for nomination as a candidate for Outside Director)
Mr. Mitsuyuki Suga has accumulated a wealth of experience and high-level expertise as a lawyer, and has fully
contributed to the monitoring of the Company’s business executions since June 2014 as Outside Director. The Company
believes that, going forward, he is capable of continuing to properly monitor the management of the Company andcontribute to the enhancement of corporate value as Outside Director. Therefore, the Company reappointed him as a
candidate for Outside Director.
Furthermore, the Company has designated Mr. Mitsuyuki Suga as an independent officer under the rules of theTokyo Stock Exchange and filed the designations with the Tokyo Stock Exchange. If the reelection of Mr. Mitsuyuki
Suga is approved, the Company will continue to designate him as an independent officer.
(Note) 1. No conflict of interests exists between Mr. Mitsuyuki Suga and the Company.
2. The Company has entered into an agreement with Mr. Mitsuyuki Suga to limit his liabilities, in accordance with theprovisions stipulated in Article 427, Paragraph 1 of the Companies Act. The maximum limit amount for damage
liabilities stated in the agreement is the amount stipulated by laws and regulations. The Company shall continue theagreement with him should he be reelected.

8

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Asahi & Co. (currently KPMG AZSA
LLC)
August 1979 Registered as Certified Public Accountant
June 2001
Department Manager, 2nd Dept., Audit 1stDiv., Osaka Office, Asahi & Co. (currently
KPMG AZSA LLC)
Masataka Nakao
Partner, Asahi & Co. (currently KPMG AZSA
(August 15, 1952) June 2001
Reappointed
LLC)
July 2015
Owner, Offices of Certified Accountant(Candidate for
Masataka Nakao (to present)
Outside Director)
June 2016
Director of the Company (to present)(Candidate forindependent officer) June 2017
Outside Audit & Supervisory Board Member,
Okada Aiyon Corporation (to present)
Term of office as an
Outside Director: 3
years

Number of sharesof the Company

April 1976

8-

Attendance of theBoard of Directors
meetings, etc. forfiscal 2018:
Board of Directors
meetings – 12/12
times
Liaison meetings for
Outside Directors –12/12 times
CSR Promotion andRisk Management
Committee meetings– 4/4 times(Reasons for nomination as a candidate for Outside Director)
Mr. Masataka Nakao has accumulated a wealth of experience and high-level expertise as a certified public
accountant and has fully contributed to the monitoring of the Company’s business executions since June 2016 as
Outside Director. The Company believes that, going forward, he is capable of continuing to properly monitor the
management of the Company and contribute to the enhancement of corporate value as Outside Director. Therefore, theCompany reappointed him as a candidate for Outside Director.
Furthermore, the Company has designated Mr. Masataka Nakao as an independent officer under the rules of theTokyo Stock Exchange and filed the designations with the Tokyo Stock Exchange. If the reelection of Mr. Masataka
Nakao is approved, the Company will continue to designate him as an independent officer.
(Note) 1. No conflict of interests exists between Mr. Masataka Nakao and the Company.
2. The Company has entered into an agreement with Mr. Masataka Nakao to limit his liabilities, in accordance with theprovisions stipulated in Article 427, Paragraph 1 of the Companies Act. The maximum limit amount for damage
liabilities stated in the agreement is the amount stipulated by laws and regulations. The Company shall continue theagreement with him should he be reelected.

9Proposal 3:

Election of Two Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Mr. Kiyotaka Inoue and Mr. Tsuneaki
Teshima will expire at the close of this General Meeting. We propose the election of two Audit &Supervisory Members.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidates are as follows:
Name
Number of shares
Past experience, positions(Date of birth)of the Company
and significant concurrent positions
April 1982
April 2007
April 2008
1

April 2015
Kiyotaka Inoue(January 23, 1958)
Reappointed

June 2017

Joined the Company
Department Manager, Quality Assurance
Dept., ERM Div. of the Company
Department Manager, Human Resources
Dept. of the Company
Senior Department Manager, Human
Resources Dept. of the Company
Audit & Supervisory Board Member of theCompany (to present)

1,800(Reasons for nomination as a candidate for Audit & Supervisory Board Member)
Mr. Kiyotaka Inoue has served as Audit & Supervisory Board Member since June 2017. The Company believes
that he is capable of utilizing his wealth of experience and expertise in the Company’s business and human resources
Dept. for the Company’s audit operations and continuing to further enhance audits. Therefore, the Company
reappointed him as a candidate for Audit & Supervisory Member.
(Note)
No conflict of interests exists between Mr. Kiyotaka Inoue and the Company.

10

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1983 Joined Nippon Life Insurance Company
March 2010 Executive Officer and General Manager of
Product Development Department, Nippon
Life Insurance Company
March 2011 Executive Officer and General Manager of
Sendai Branch, General Manager of Tohoku
Tsuneaki Teshima
Corporate Relations Management Dept., and(October 21, 1960)
Earthquake Disaster Recovery Bureau,
Reappointed
Nippon Life Insurance Company
March 2014 Managing Executive Officer and General(Candidate forManager of Agency Marketing Headquarters
Outside Audit &and General Manager of Financial Institution
Supervisory Board
Member)Relations Headquarters, Nippon Life
(Candidate for
Insurance Company
independent officer)
July 2014
Director and Managing Executive Officer,
and General Manager of Agency Marketing
Term of office as an
Headquarters and General Manager of
Outside Audit &Supervisory Board
Financial Institution Relations Headquarters,
Member: 1 year
Nippon Life Insurance Company
Attendance of the March 2017 Director and Senior Managing Executive
2
Officer, and General Manager of Agency
Board of Directors
Marketing Headquarters and General
meetings, etc. forfiscal 2018:
Manager of Financial Institution Relations
Headquarters, Nippon Life Insurance
Board of Directors
Company
meetings – 9/9 times
March 2018 Director, Nippon Life Insurance Company
Audit & Supervisory March 2018 Director, NLI Research Institute
Board meetings –April 2018 President, NLI Research Institute (to present)
9/9 times
June 2018
Outside Audit & Supervisory Board Member
Liaison meetings forof the Company (to present)
Outside Directors –9/9 times

Number of sharesof the Company-

CSR Promotion andRisk Management
Committee meetings– 3/3 times(Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member)
Mr. Tsuneaki Teshima has served as Outside Audit & Supervisory Board Member since June 2018 and has beenutilizing his wealth of expertise, extensive knowledge and insight into business management for the Company’s audit
operations. The Company believes that he is capable of continuing to further enhance audits. Therefore, the Company
reappointed him as a candidate for Outside Audit & Supervisory Member.
Furthermore, the Company has designated Mr. Tsuneaki Teshima as an independent officer under the rules of theTokyo Stock Exchange and filed the designations with the Tokyo Stock Exchange. If the reelection of Mr. Tsuneaki
Teshima is approved, the Company will continue to designate him as an independent officer.
(Notes) 1. No conflict of interests exists between Mr. Tsuneaki Teshima and the Company.
2. The Company has entered into an agreement with Mr. Tsuneaki Teshima to limit his liabilities, in accordance withthe provisions stipulated in Article 427, Paragraph 1 of the Companies Act. The maximum limit amount for damage
liabilities stated in the agreement is the amount stipulated by laws and regulations. The Company shall continue theagreement with him should he be reelected.
3. Only the meetings held after Mr. Tsuneaki Teshima had assumed office on June 22, 2018 are included under
Attendance of the Board of Directors meetings, etc.

11

Proposal 4:

Election of One Substitute Audit & Supervisory Board Member

To prepare for any case where the number of Audit & Supervisory Board Members becomes less than thenumber required by laws and regulations, we propose the election of one Substitute Outside Audit &Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidate is as follows:
Name
Number of shares
Past experience(Date of birth)of the Company
and significant concurrent positions
July 1982

Toshiro Miyabayashi(September 4, 1958)

Joined Deloitte Haskins & Sells (currently
Deloitte Touche Tohmatsu LLC)
July 1985
Joined Eiwa Audit Corporation (currently
KPMG AZSA LLC)
June 2007
Partner, Eiwa Audit Corporation (currently
KPMG AZSA LLC)
August 2016 Owner, Offices of Certified Public Accountant
Miyabayashi (to present)-(Candidate for SubstituteOutside Audit &Supervisory Board
Member)(Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory Board Member)
Mr. Toshiro Miyabayashi has a wealth of experience and expertise as a certified public accountant. The Company
believes that he is capable of utilizing these experiences and expertise in the Company’s audit operations. Therefore, theCompany appointed him as a candidate for Substitute Outside Audit & Supervisory Member. Additionally, although he has notbeen involved in corporate management, the Company believes that, due to the above reasons, he would be able toappropriately fulfill his duties as Outside Audit & Supervisory Board Member.
Furthermore, he fulfills the requirements for independent officer stipulated by the Tokyo Stock Exchange, and theCompany will apply to the Tokyo Stock Exchange and designate him as independent officer, in the event that he assumes officeas Outside Audit & Supervisory Board Member.
(Notes) 1. No conflict of interests exists between Mr. Toshiro Miyabayashi and the Company.
2. If Mr. Toshiro Miyabayashi assumes the position of Outside Audit & Supervisory Board Member, the Company willenter into an agreement with him to limit his liabilities, in accordance with the provisions stipulated in Article 427,
Paragraph 1 of the Companies Act. The maximum limit amount for damage liabilities stated in the agreement is theamount stipulated by laws and regulations.

12

Proposal 5:

Determination of Remuneration for Granting Restricted Shares to Directors

It was approved at the 87th Ordinary General Meeting of Shareholders held on June 24, 2016 that theannual maximum amount of remuneration for Directors of the Company shall be 300 million yen (of which,
20 million yen for Outside Directors). The Company hereby proposes the new provision of remuneration for
granting restricted shares to Directors, separately from the above-mentioned remuneration limit, in order toprovide them incentives to sustainably enhance the Company’s corporate value and to facilitate further
sharing of value between them and shareholders.
Based on this proposal, the maximum total amount of monetary remuneration to be paid for granting
restricted shares to Directors (excluding Outside Directors; hereinafter “Eligible Directors”) shall be 100
million yen per year, as deemed reasonable in light of the above-mentioned objectives. In addition, thespecific allocation to each Eligible Director shall be determined by the Board of Directors.
The current number of Directors is eight (including two Outside Directors), and that number will be thesame even if Proposal 2 is approved and passed as proposed.
Furthermore, in accordance with a resolution of the Board of Directors of the Company, Eligible
Directors shall provide all monetary remuneration claims that arise under this proposal in the form ofproperty contributed in kind, and receive common shares that the Company will issue or dispose of. The total
number of common shares issued or disposed of by the Company in this regard shall not exceed 50,000 per
year (however, this total number shall be adjusted within reasonable limits, if a stock split (including an
allotment without contribution) or reverse stock split of the Company’s common shares takes place after thedate of approval and passing of this proposal, or if other circumstances arise that require adjustments to thetotal number of the Company’s common shares to be issued or disposed of as restricted shares). The amountto be paid in per share shall be determined by the Board of Directors based on the closing price of theCompany’s common shares on the Tokyo Stock Exchange on the last business day before the date of eachresolution of the Board of Directors (if there is no closing price on the date, the closing price on the last
trading day before that date), and within a range that is not particularly advantageous to Eligible Directors. In
addition, when the Company issues or disposes of its common shares to this effect, the Company and each
Eligible Director shall enter a restricted share allocation agreement (hereinafter “Allocation Agreement”),
which includes the contents outlined as below:(1) Eligible Directors shall not transfer, pledge, or otherwise dispose of the Company’s common shares
allocated under the Allocation Agreement (hereinafter “Allocated Shares”) during the period (hereinafter“Transfer Restriction Period”) from the issuance dates of the Allocated Shares to the dates on which they
resign or retire from their Director, Executive Officer, or other positions defined by the Board of
Directors of the Company (hereinafter collectively “Transfer Restrictions”).
(2) If Eligible Directors lose their positions described in (1) above before the expiration of a period specified
by the Board of Directors (hereinafter “Service Period”), the Company shall rightfully acquire the
Allocated Shares at no cost, unless there are reasons that the Board of Directors finds justifiable.
(3) Notwithstanding the provision of (1) above, the Company shall lift the Transfer Restrictions of all of the
Allocated Shares upon the expiration of the Transfer Restriction Period, on the condition that the Eligible
Director has continuously remained in his/her position described in (1) above throughout the Service
Period. However, if the Eligible Director has lost his/her position described in (1) above before theexpiration of the Transfer Restriction Period, for reasons that the Board of Directors finds justifiable as
set forth in (2) above, the Company shall rationally adjust the number of the Allocated Shares fromwhich the Transfer Restrictions will be lifted, and the lifting timing as necessary.
(4) The Company shall rightfully acquire at no cost the Allocated Shares from which the Transfer
Restrictions have not been lifted at the expiration of the Transfer Restriction Period in accordance withthe provision of (3) above.
(5) Notwithstanding the provision of (1) above, if, during the Transfer Restriction Period, matters relating toa merger agreement under which the Company will be the absorbed entity, a share exchange agreement
or share transfer plan under which the Company will become a wholly owned subsidiary, or any othercorporate reorganizations, are approved at a General Meeting of Shareholders of the Company (or at a
meeting of the Board of Directors when an approval at a General Meeting of Shareholders is not required
for such corporate reorganizations), the Company shall lift the Transfer Restrictions on the Allocated13

Shares, whose number is reasonably determined considering the period from the commencement date of
the Transfer Restriction Period to the date of approval of the corporate reorganization prior to its
effective date, by a resolution of the Board of Directors.
(6) In the case prescribed in (5) above, the Company shall rightfully acquire at no cost the Allocated Sharesfrom which the Transfer Restrictions were not removed at the time immediately after the Transfer
Restrictions were lifted in accordance with the provision of (5) above.
(7) The methods of expressing an intention and giving a notification under the Allocation Agreement, themethod of amending the Allocation Agreement, and other matters to be determined by the Board of
Directors shall be included in the Allocation Agreement.
(Reference)
The Company plans to offer its Executive Officers the same restricted shares as those described above.

14