Securities Code 6850
June 10, 2022

Dear Shareholders:

Mikio Toyoda, President and CEO

Chino Corporation

32-8, Kumano-cho, Itabashi-ku, Tokyo

Notice of the 86th Ordinary General Meeting of Shareholders
Please accept our sincere gratitude for your continued support and patronage.
We write to advise you of the 86th Ordinary General Meeting of Shareholders of Chino Corporation (hereinafter the“Company”).
To prevent the spread of COVID-19, we ask our shareholders to refrain from attending this General Meeting of
Shareholders in person, and to exercise their voting rights in writing (by mail) or via the Internet prior to the date of themeeting, if possible.
Please also note that, on the day of the meeting, it is possible that not everyone seeking to attend the meeting will beable to enter the venue because seats will be arranged to ensure physical distancing.
When exercising your voting rights in writing (by mail) or via the Internet, please read the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Monday, June 27,
2022 (JST).
1. Date and Time:

Tuesday, June 28, 2022 at 10 a.m. Japan time
(The reception desk is scheduled to open at 9 a.m.)

2. Place:

Meeting room of the Head Office (first basement),
32-8, Kumano-cho, Itabashi-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 86th Fiscal Year (April 1, 2021 March 31, 2022) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 86th Fiscal Year (April 1, 2021 - March 31, 2022)
Matters to be resolved:
Proposal 1: Partial Amendment of the Articles of Incorporation
Proposal 2: Election of Six (6) Directors
Proposal 3: Election of Accounting Auditor
Proposal 4: Presentation of Retirement Benefits to Retiring Directors and Granting of Final Retirement Benefits to
Directors and Corporate Auditors in Conjunction with Abolishment of Retirement Benefits System for
Officers
Proposal 5: Revision of Remuneration, etc. for Directors and Introduction of Restricted Stock Remuneration Plan
for Directors (excluding Outside Directors)
Proposal 6: Revision of the amount remuneration for Audit & Supervisory Board Members- 1 - Of the documents to be provided with this Notice, Notes to Consolidated Financial Statements and Notes to NonConsolidated Financial Statements are posted on the Company’s website (https://www.chino.co.jp/) in accordancewith laws and regulations and Article 14 of the Company’s Articles of Incorporation, and are thus not included in
the documents attached to this Notice. These matters are a portion of the documents audited during the course of
preparation of the Audit Report by the Corporate Auditors and the Accounting Audit Report by the Accounting
Auditor.
 Should the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated
Financial Statements, and Consolidated Financial Statements require revision, the revised versions will be posted on
the Company’s website (https://www.chino.co.jp/).
＜Request for Shareholders and the Company’s Response in Relation to Prevent the Spread of COVID-19＞
1. Requests to Shareholders- To prevent the spread of COVID-19, we ask our shareholders to exercise their voting rights in writing (by mail) or
via the Internet prior to the date of the meeting.
2. Requests to Attending Shareholders- We ask for your cooperation in wearing a mask all the time and using alcohol sanitizer at the venue.
- We will take your temperature at the entrance of the venue. If we observe that you have a fever or are unwell, we
may refuse to admit you into the venue.
- We will have a limited number of seats because we will space them out to prevent the spread of COVID-19.
Please note that we may not be able admit to the venue everyone who comes to the meeting.
3. Our Response- Administrative staff will be checked for symptoms, and will wear face masks or face shields.
- No gifts and beverages will be offered to shareholders on the day of the meeting.
We appreciate your understanding.
- The reception after the General Meeting of Shareholders will be cancelled.
On September 1, 2022, regulations regarding the establishment of a system for providing
general shareholder meeting materials in electronic format will come into force.
As a result, general shareholder meeting materials for the next meeting (after March 2023)
will be uploaded onto the Company’s website, etc. and shareholders will receive only asimplified notice (notification in writing of posting of relevant materials on the website, thewebsite address, etc.)
Shareholders who wish to receive materials in a paper-based format for the next andsubsequent meetings can follow the procedure for making a “request for delivery of
documents”.
Regarding the procedure for making a “request for delivery of documents,” please contact
the securities company with which you have opened an account or Mitsubishi UFJ Trust andBanking Corporation, the shareholder registry administrator.

- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Partial Amendment of the Articles of Incorporation
1. Reasons for proposal(1)Measures to Provide Materials for General Meetings of Shareholders Electronically
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially
Amending the Companies Act (Law No. 70 of 2019) will come into effect on September 1, 2022. Therefore, in
preparation for the introduction of the system for provision in electronic format of materials for a General Meeting of
Shareholders, the Articles of Incorporation of the Company will be amended as follows:(i) Proposed amended Paragraph 1 of Article 14 stipulates that measures for provision in electronic format shall betaken with respect to the information contained in the reference documents, etc. for General Meetings ofShareholders.
(ii) Proposed amended Paragraph 2 of Article 14 limits the scope of the matters to be listed in the documents to bedelivered to shareholders who have requested the delivery of documents in paper-based format.
(iii) The provisions in respect of disclosure by way of the internet and deemed provision of reference documents, etc.
for a Shareholders Meeting (Article 14 of the current Articles of Incorporation) will no longer be required and will bedeleted.
(iv) In line with the above additions and deletions, supplementary provisions concerning the effective date and related
matters will be incorporated.
(2) Clear indication of provisions regarding Substitute Corporate Auditor
In preparation for a case in which the number of Corporate Auditors is less than the number stipulated in laws andregulations, the Company proposes that provisions regarding Substitute Corporate Auditor (Paragraphs 3 and 4, Article
29 after proposed changes) be established, that the effective period for a resolution to elect Corporate Auditors be
specified.

- 3 -2. Details of amendments

The proposed amendments to the Articles of Incorporation are as follows:
Current Articles of Incorporation

Proposed amendment(Disclosure by way of the Internet and Deemed
Provision of Reference Documents, etc. for a
Shareholders Meeting)
Article 14 In connection with convocation of a General<Deleted>

Meeting of Shareholders, the Company may
deem that any information relating to thematters to be described or shown in thereference documents for the shareholders
meeting, business reports, financial statements,
and consolidated financial statements, isprovided to the shareholders by disclosing suchinformation by way of the internet inaccordance with the relevant Order of the
Ministry of Justice.
Article 14 In connection with convocation of a General<Newly introduced>

Meeting of Shareholders, the Company shalltake measures for provision in electronic
format of the information contained in thereference documents, etc. for the General
Meeting of Shareholders.
2 Of the matters for which the measures forprovision in electronic format will be taken,
the Company may omit to list all or part ofthe matters as stipulated in the Ordinance ofthe Ministry of Justice in the documents thatwill be delivered to shareholders who haverequested the delivery of documents in paper
form by the record date of voting rights.

(Appointment of Audit & Supervisory Board Members)
Article29 (omission of the text)2(Appointment of Audit & Supervisory Board Members)
Article29 (as it is now)

(omission of the text）

2(as it is now)

3. In accordance with the provisions of Paragraph
3, Article 329 of the Companies Act, the Company<Newly introduced>

may elect a Substitute Corporate Auditor at a
general meeting of shareholders, in preparation forthe case in which the number of Corporate Auditors
is less than the number stipulated in laws andregulations.
4. The effective period of a resolution to elect a
Substitute Corporate Auditor stated in the<Newly introduced>

preceding paragraph shall expire at thecommencement of the ordinary general meeting ofshareholders for the last fiscal year ending withinfour years of the adoption of the said resolution.

- 4 -Current Articles of Incorporation<Newly introduced>

Proposed amendment

Supplementary Provisions(Transitional Measures Concerning Measuresfor Provision in Electronic Format, etc.)
1 The deletion of Article 14 of the current
Articles of Incorporation (Disclosure by wayof the Internet and Deemed Provision ofReference Documents, etc. for a Shareholders
Meeting) and the addition of the proposed
amended Article 14 (Measures for Provision inElectronic Format, etc.) shall become effective
as of September 1, 2022.
2 Notwithstanding the provisions of thepreceding paragraph, Article 14 of the current
Articles of Incorporation shall remain in effectwith respect to a General Meeting of
Shareholders to be held within the period of six(6) months from September1, 2022.
3 This Supplementary Provision shall bedeleted on the date when six (6) months haveelapsed from September 1, 2022, or three (3)months have elapsed from the date of theGeneral Meeting of Shareholders set forth in
the preceding paragraph, whichever is the later.

- 5 -Proposal 2: Election of Six (6) Directors
The terms of office of all nine (6) Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes that six (6) Directors be elected.
Candidates for Directors are as follows:
Numbe
r

Name

Current positions and responsibilities in the Company

TenureAttendance at meetingsof the Board of
Directors

1

Mikio Toyoda

Reelection

President and CEO

10 years

14/ 14 meetings

2

Takao Shimizu

Reelection

Director and Executive Officer,
In charge of Group Technical Management

13 years

14/ 14 meetings

3

Akihiko Nishiguchi

Reelection

Director and Executive Officer,
Executive Manager, Sales Headquarters

3 years

14/ 14 meetings

4

Tatsuyoshi Yoshiike

Reelection

OutsideIndependent Director

7 years

14/ 14 meetings

5

Kazuo Ikuta

Reelection

OutsideIndependent

Director

6 years

14/ 14 meetings

6

Yukinobu Miki

OutsideIndependent

Director－years－/－meetings

Reelection

Director for
reelection

New
Appointment

New
Appointment

New
Directors

Outside- 6 -OutsideDirector

Independent

Independent Director as definedby the Tokyo Stock ExchangeNumberName(Date of Birth)

Reelection

Mikio Toyoda

Number of the
Career summary, positions and responsibilities, and significant concurrent positions

held

Apr. 1981

Joined the Company

Jun. 2012

Director, General Manager, Fujioka Factory, the Company

Oct. 2014

Director, General Manager, Fujioka Factory, Equipment
Products Development Center

Jun. 2015

Director and Executive Officer, General Manager, Fujioka
Factory, Equipment Products Development Center

Jun. 2016

Director and Executive Officer, Executive Manager,
Corporate Strategy Headquarters, Equipment Products
Development Center

Jun. 2017

President and CEO, Equipment Products Development
CenterJun. 2019

President and CEO
To the present(April 11, 1957)

1

Company’s shares

4,607 shares[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Director]
Mr. Mikio Toyoda serves as the President and CEO of the Company after serving as factory general manager, General
Manager of the Equipment Products Development Center and Executive Manager of Corporate Strategy Headquarters. As
a result, the Company has judged that he is an appropriate person to promote growth strategies of the Group as the senior
executive based on his wealth of experience and insight, and requests his continued election as a Director of the Company.
[Interests in the Company]
There is no special interest between Mr. Toyoda and the Company.
Apr. 1976

Joined the Company

Apr. 2008

Measurement Technology Development Center

Jun. 2009

Director, Measurement Technology Development Center

Apr. 2011

Director, R&D Center

Jun. 2012

Director, R&D Center, General Manager, SST DivisionJun. 2013

Director and Executive Officer, R&D Center, General
Manager, SST DivisionJun. 2014

Director and Executive Officer, R&D Center

Jun. 2015

Director and Executive Officer, R&D Center

Jun. 2017

Director and Executive Officer, R&D Center, General
Manager, Kuki Factory

Feb. 2018

Director and Executive Officer, General Manager, Kuki
Factory

Oct. 2021

Director and Executive Officer, In charge of Group
Technical Management, Director, Innovation Center
To the present

Reelection

Takao Shimizu(September 28, 1953)

2

7,588 shares[Significant concurrent positions]
President of AR’S Corporation Limited
President of ASAKAWA LENS WORKS CO., LTD.
[Reasons for nomination as a candidate for Director]
Mr. Takao Shimizu has extensive experience and insight including his service as factory and R&D Center general manager.
As a result, the Company has judged that he is an appropriate person to promote production innovation of the Group, andrequests his continued election as a Director of the Company.
[Interests in the Company]
The Company has a business relationship, including the purchase of products, with AR’S Corporation Limited where Mr.
Takao Shimizu concurrently serves as the Representative Director.
The Company has a business relationship including the purchase of parts and materials with ASAKAWA LENS WORKS
CO., LTD. where Mr. Takao Shimizu concurrently serves as the Representative Director.

- 7 -NumberNumber of the

Name(Date of Birth)

Career summary, positions and responsibilities, and significant concurrent positions

shares held

Apr. 1982

Joined the Company

Oct. 2010

Deputy Branch Manager, Osaka Branch, Osaka Sales
Office Manager

Jun. 2011

Director, Branch Manager, Osaka Branch

Jun. 2013

Director, Branch Manager, Osaka Branch, ChineseBusiness DivisionFeb. 2014

Director, Managing Director, SHANGHAI DAHUACHINO INSTRUMENT Co., LTD. (seconded)

Reelection

Jun. 2015

Akihiko Nishiguchi

Corporate Officer, Managing Director, SHANGHAIDAHUA-CHINO INSTRUMENT Co., LTD. (seconded)

Jun. 2019

Director and Executive Officer, Chinese Business Division,
Managing Director, SHANGHAI DAHUA-CHINO
INSTRUMENT Co., LTD. (seconded)

Mar. 2021

Director and Executive Officer, Chinese Business Division
Director and Executive Officer, Executive Manager,
Overseas Business Headquarters, Executive Manager,
Sales Headquarters
Director and Executive Officer, Executive Manager, Sales
Headquarters, Branch Manager, Eastern Japan Branch(August 24, 1959)

3

Company’sJun. 2021
Apr. 2022

4,871 shares

To the present[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Director]
Mr. Akihiko Nishiguchi has abundant experience and insight as the general manager of the Osaka Branch and in chargeof the China business of the Company, and we believe that he is an appropriate person to lead the expansion andglobalization of the Group's business, and have therefore nominated him as a candidate for director.
[Interests in the Company]
There is no special interest between Mr. Nishiguchi and the Company.

Reelection

OutsideIndependent

Tatsuyoshi Yoshiike(May 9, 1952)

4

Mar. 1975

Joined HIOKI E.E. CORPORATION

Mar. 2005

President, HIOKI E.E. CORPORATION

Jan. 2013

Chairman, HIOKI E.E. CORPORATION

Jun. 2015

Outside Director, the Company

Jun. 2016

Outside Director, Shinko Shoji Co., Ltd.
To the present[Significant concurrent positions]
Outside Director, Shinko Shoji Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Tatsuyoshi Yoshiike has deep insight in business management cultivated through his extensive
experience as a company manager and has played an important role in strengthening governance by
providing opinions and suggestions on the overall management of the Group. As a result, the Company
requests his continued election as an Outside Director of the Company, expecting that he will supervise
the Company’s management from an independent position.
[Interests in the Company]
There is no special interest between Mr. Yoshiike and the Company.

- 8 -

－

NumberNumber of the

Name(Date of Birth)

Reelection

OutsideIndependent

Kazuo Ikuta(September 4, 1946)
5

Company’s
shares held

Jul. 1991

Secretary General, Japan Measuring Instruments
Federation

May 1998

Executive Director and Secretary General, Japan
Measuring Instruments Federation

May 2008

Senior Executive Director, Japan Measuring Instruments
Federation

May 2014

Special Adviser, Japan Measuring Instruments Federation

Jun. 2016

Outside Director, the Company
To the present

2,000 shares[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Kazuo Ikuta has deep insight through his extensive experience of being committed to the development of themeasuring instruments industry in Japan and the sophistication of measuring instruments and has played an important roleby providing useful suggestions on the management of the Group. As a result, the Company requests his continued election
as an Outside Director of the Company, expecting that he will supervise the Company’s management from an independent
position.
[Interests in the Company]
There is no special interest between Mr. Ikuta and the Company.
New
Appointment

OutsideIndependent

Yukinobu Miki

（August 16, 1953）
6

Career summary, positions and responsibilities, and significant concurrent positions

Apr. 2010

Director, Research Institute of Metrology, National
Institute of Advanced Industrial Science and Technology

Apr. 2012

Director, National Institute of Advanced Industrial
Science and Technology

Apr. 2017

Vice President, National Institute of Advanced Industrial
Science and Technology－[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Yukinobu Miki has a high level of insight in the field of measurement technology, which he has gained through his
experience at the National Institute of Advanced Industrial Science and Technology (AIST), where he has held a numberof important positions. He is nominated as a candidate for Outside Director of the Company in the expectation that he will
provide useful suggestions on the management of the Group and supervise the Company’s management from an
independent position.
[Interests in the Company]
There is no special interest between Mr. Miki and the Company.

(Notes)1.Mr. Tatsuyoshi Yoshiike , Mr. Kazuo Ikuta and Mr. Yukinobu Miki are candidates for Outside Directors.
2.The Company has designated Outside Directors Mr. Tatsuyoshi Yoshiike and Mr. Kazuo Ikuta as independent directors as stipulatedby the Tokyo Stock Exchange, and Mr. Yukinobu Miki as a candidate for independent director, and has notified the Tokyo Stock
Exchange of their designation.
3.The number of the Company’s shares held by each candidate includes their equity interest in the chino officer's stock ownershipplan.
4.Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation of the Company has aprovision stipulating that the Company may enter into agreements with Outside Directors to limit their liability for damages under
Article 423, Paragraph 1 of the Companies Act, and the Company has entered into the agreement for limitation of liability with eachCurrent Outside Director. If the reelection of Mr. Tatsuyoshi Yoshiike and Mr. Kazuo Ikuta is approved, the Company intends tocontinue the agreements with them. If the appointment of Mr. Yukinobu Miki is approved, the Company plans to enter into a similar
liability limitation agreement with him.
The maximum amount of liability for damages shall be the minimum amount provided for in Article 425, Paragraph 1 of theCompanies Act when an Outside Director performs his duties in good faith and without gross negligence.

- 9 -(Reference) Skills expected of Directors
At a Board of Directors meeting held on December 9, 2021, we established the skills that the Board of Directors should
possess in order to realize the Company's Corporate Philosophy and the management vision set forth in Mid-termManagement Plan, and has identified the skills expected of each Director as follows.
Name

Job title

Corporate
management

Globalbusiness

Sales,
marketing

Manufacturing,
research andLegal affairs/

IT/Digitaldevelopment

Risk
Management

Mikio Toyoda

President and
CEO

●

●

●

●

Takao Shimizu

Director andExecutive Officer

●

●

●

●

Akihiko Nishiguchi

Director andExecutive Officer●●

Tatsuyoshi Yoshiike

Outside Director●

Kazuo Ikuta

Outside Director●●

Yukinobu Miki

Outside Director●●

Finance/
Accounting

●

●

●

●

●

●

●

●

●

●

* Mark “●” for up to 4 of the skills expected of each director (excluding representative director)

Proposal 3: Election of Accounting Auditor
The term of office of the Accounting Auditor ARC LLC will expire at the conclusion this annual shareholder’smeeting, and Company therefore requests approval for the appointment of Nakachi & Co.
This proposal is based on the decision of the Audit & Supervisory Board.
The Audit & Supervisory Board selected Nakachi & Co. as a candidate for the position of Accounting Auditor having
comprehensively considered the professional capabilities and independence required of an Accounting Auditor andunderstanding of the business areas in which we operate, etc. Consequently, we have judged the firm to be appropriate
as the Company’s Accounting Auditor to provide a system to ensure that the Company's accounting audits are
conducted properly and appropriately
The profile of the candidate for the Company’s Accounting Auditor is provided below.
（As of May 1, 2022）
Name

Nakachi & Co.

Location

7th Floor, Yurakucho Denki North Building
1-7-1, Yurakucho, Chiyoda-ku, Tokyo, Japan

Establishment

August 1997
Number of employees

General corporate
description

Advisors
Representative partners
Partners
Employees (CPA)

2
4
3
17

(Other)3

Total
Number of clients- 10 -

29
4 Companies

Proposal 4: Presentation of Retirement Benefits to Retiring Directors and Granting of Final Retirement Benefits to
Directors and Corporate Auditors in Conjunction with Abolishment of Retirement Benefits System for
Officers
1. Presentation of retirement benefits
Director Koichi Yoshida will leave office at the conclusion of this Ordinary General Meeting of Shareholders dueto the expiration of his term of office. Therefore, the Company proposes the presentation of retirement benefits to
him to the extent reasonable in accordance with standards set by the Company to reward him for his distinguishedservice during his term.
2. Granting of final retirement benefits
As part of its review of officers’ remuneration system, the Company resolved at the Board of Directors meeting
held on April 28, 2022 to abolish the officers’ retirement benefits system at the conclusion of this Ordinary General
Meeting of Shareholders.
In conjunction with this decision, the Company proposes to grant final retirement benefits to eligible Directors
and Corporate Auditors in reasonable amounts in accordance with certain standards set forth in the internal rules of
the Company, in order to reward them for their distinguished service during their term and up to the conclusion ofthis Ordinary General Meeting of Shareholders, subject to the approval of Proposal 2 “Election of Six (6) Directors”
as proposed.
3. Date and method of payment
The payment of retirement benefits and the granting of final retirement benefits will be made upon the retirementof each Director and each Corporate Auditor. The Company also requests approval for the delegation of thedetermination of specific amounts, payment method, etc. respectively to the Board of Directors for each Director
and to the Board of Corporate Auditors for each Corporate Auditor.
Career summaries of the retiring Directors and that of the Directors and Corporate Auditors eligible for receiving final
retirement benefits are as follows.
Retiring Directors
Name

Koichi Yoshida

Brief personal record
Jun. 2006

Director of the Company

Jun. 2017

Director and Senior Executive Officer (present post)

Directors and Corporate Auditors to be eligible for termination of retirement benefits
Name

Brief personal record

Mikio Toyoda

Jun. 2012

Director of the Company

Jun. 2017

President (present post)

Takao Shimizu

Jun. 2009

Director of the Company

Jun. 2015

Director and Executive Officer (present post)

Akihiko Nishiguchi

Jun. 2011

Director of the Company

Jun. 2019

Director and Executive Officer (present post)

Tatsuyoshi Yoshiike

Jun. 2015

Outside Director of the Company (present post)

Noriyuki Saito

Jun. 2001

Director of the Company

Jun. 2017

Full-time Auditor (present post)

Ryusaburo Harasawa

Jun. 2011

Outside Auditor of the Company (present post)- 11 -

Proposal 5: Revision of Remuneration, etc. for Directors and Introduction of Restricted Stock Remuneration Plan for
Directors (excluding Outside Directors)
1. Revision of compensation, etc. for Directors
Although the 76th Ordinary General Meeting of Shareholders held on June 28, 2012 approved an amount of
remuneration, etc. for Directors of no more than 168 million yen per year (provided, however, that this excluded theemployee-portion salary of Directors), we now ask for a revision of the said amount to no more than 250 million
yen per year (provided, however, this will exclude the employee-portion salary of Directors) in consideration of thereview of the officers’ remuneration system with the aim of promoting the Company’s sustained growth, changes
in the business environment, and other factors.
The Company judges that this Proposal is appropriate because it has been determined by the Board of Directors
based on deliberations at the Nomination and Remuneration Advisory Committee, by comprehensively considering
the scale of its business, the officers’ remuneration system, the level of remuneration, current number of officers,
future trends, and other factors.
Moreover, the Company plans that remuneration packages for Directors, excluding Outside Directors, will consistof a fixed sum base remuneration, performance-linked remuneration based on the results for each business year, andstock compensation for which we ask for approval under Item 2 of this Proposal. Remuneration for Outside
Directors will consist solely of base remuneration to reflect the independence of their duties.
The number of Directors of the Company is 6 (including 2 Outside Directors) and if Proposal 2 is approved
without modification, the number of Directors will be 6 (including 3 Outside Directors).
2. Introduction of a restricted stock compensation planAs part of the review of officers’ compensation system, the Company proposes to introduce a remuneration system(the “Remuneration System”) based on which Directors (excluding Outside Directors; hereinafter, “Eligible
Directors”) will be allotted common shares of the Company’s stock whose transfer will be restricted during a certain
period and whose acquisition by the Company for no consideration will be allowed under certain conditions, among
other things (“Restricted Stock”), for the purpose of providing incentives to achieve a continuous improvement incorporate value and to further facilitate the sense of sharing value between Directors and shareholders. Details are
as follows.
At this General Meeting of Shareholders, the Company asks for the approval of shareholders regarding the
introduction of the Remuneration System as well as the establishment of an aggregate amount of monetarycompensation claims of no more than 40 million yen per year, which will be paid to Eligible Directors ascompensation related to Restricted Stock, separately from the maximum remuneration for Directors of 250 million
yen, with respect to which the Company requests for the shareholders’ approval in Item 1 of this Proposal.
(1) Allotment of and payment for Restricted Stock
Under the Remuneration System, Eligible Directors will be granted monetary compensation claims as
remuneration related to Restricted Stock within the limit of the annual amount stated above, and all of the saidmonetary compensation claim will be granted by way of contribution in kind.
The amount paid for Restricted Stock shall be determined by the Board of Directors of the Company based on
the closing price of the Company's common shares at the Tokyo Stock Exchange on the business day immediately
before the day on which resolutions are made at a meeting of the Board of Directors (or the closing price on theimmediately preceding day if no trades are made on this day), to the extent that the amount is not particularly
advantageous to the Eligible Directors who will subscribe for Restricted Stock. In addition, the monetarycompensation claims shall be granted on the condition that the Eligible Directors agree to the above in-kind
contribution and conclude a restricted stock allotment agreement that includes the contents specified in (3) below.
(2) Total number of Restricted Stock
The maximum number of shares to be allotted to Eligible Directors will be 26,000 shares per business year.
However, if, after the day on which a resolution is passed to adopt this Proposal, there is a share split or aconsolidation of shares of the Company's common stock, or any other similar event requiring adjustment to the total
number of Restricted Stock to be allotted, the total number of Restricted Stock to be allotted may be adjusted
reasonably.

- 12 -

(3) Details of the restricted stock allotment agreement
The restricted stock allotment agreement to be concluded between the Company and the Eligible Directors whowill receive the allotment of Restricted Stock shall include the following.
(i) Details of transfer restrictions
No Eligible Directors to whom Restricted Stock is allotted may transfer the shares to a third party, establish apledge or security by way of assignment, and conduct advancement or bequeathment or any other act of disposition
regarding shares of the Company’s common stock allotted (“Allotted Shares”) in accordance with an agreement on
allotment of restricted stock, during the period from the day of allotment until the day when the Eligible Director
resigns both as Director and as Corporate Officer of the Company (“Transfer Restriction Period”).
(ii) Lifting of the transfer restrictions
The Company will terminate the transfer restrictions on all the Allotted Shares held by an Eligible Director upon
expiry of the Transfer Restriction Period, on the condition that the said Eligible Director has continuously held theposition of Director or Corporate Officer of the Company during the period determined by the Board of Directors(“Service Rendering Period”); provided, however, if the said Eligible Director resigns both as Director and as
Corporate Officer of the Company during the Service Rendering Period for reasons considered to be justifiable by
the Board of Directors, the Company will make reasonable adjustments as necessary regarding the termination oftransfer restrictions on the number of Allotted Shares and the timing for terminating the restrictions.
(iii) Acquisition of Restricted Stock without compensation
In addition, if there are any of the Allotted Shares for which the transfer restrictions have not been lifted basedon the provisions of the reasons for the lifting of transfer restrictions set forth in (ii) above when the Transfer
Restriction Period set forth in (i) above has expired, the Company shall naturally acquire such shares without
consideration.
(iv) Handling in the case of organizational restructuring, etc.
In the event of the approval by the General Meeting of Shareholders of a merger agreement under which theCompany will cease to exist, a share exchange agreement or a share transfer plan under which the Company will
become a wholly owned subsidiary of another company, or other matters related to organizational restructuring,etc. during the Transfer Restriction Period (in cases in which organizational restructuring, etc. does not requireapproval by a general meeting of shareholders, approval by the Board of Directors), the Company will terminate,prior to the effective date of the said organizational restructuring, etc., transfer restrictions on the number of Allotted
Shares that will be reasonably determined by resolution of the Board of Directors based on the period from the day
when the Service Rendering Period commences until the day when the said organizational restructuring, etc. isapproved. In the case provided for above, the Company shall naturally acquire the Allotted Shares on which thetransfer restrictions have not yet been lifted without compensation, immediately after the transfer restrictions havebeen lifted.
(v) Other matters
Other matters concerning the allotment agreement shall be set forth by the Board of Directors of the Company.
3. Reason why it is appropriate to grant Restricted Stock
The Company judges that this Proposal is appropriate because it aims to provide Eligible Directors incentives toachieve a continuous improvement of corporate value while further facilitating the sense of sharing value between
Directors and shareholders, and because the maximum number of shares to be issued to Eligible Directors per
business year will be no more than 0.28% of the total number of outstanding shares (as of March 31, 2022).
Moreover, this Proposal was determined by the Board of Directors based on deliberations at the Nomination andRemuneration Advisory Committee.
Contingent upon approval of this Proposal, the Company plans to revise the “Policy on Determining Details of
Individual Remuneration, etc. of Directors” on pages 31 and 32 of the business report.
(For reference)
If the Proposal is approved at the General Meeting of Shareholders, the Company will allot Restricted Stocksimilar to those under the Remuneration System also to the Corporate Officers of the Company.

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Proposal 6: Revision of the amount remuneration for Audit & Supervisory Board Members
The amount of monetary compensation for Corporate Auditors of the Company was approved at the 76th General
Meeting of Shareholders held on June 28, 2012 to be within 30 million yen per year. Since then, the duties andresponsibilities of Corporate Auditors have been increasing in tandem with the growing significance of corporate
governance and compliance in response to business expansion. Accordingly, the Company proposes to revise theamount of remuneration of Corporate Auditors to no more than 50 million yen, taking into consideration the abolitionof the officers’ retirement benefits system, changes in the officers’ remuneration system, and other factors.
Please note that the number of Corporate Auditors will not change after the conclusion of the Ordinary General
Meeting of Shareholders from the current number of three.

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