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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Stock Exchange Code: 9438
December 3, 2020
To Shareholders with Voting Rights:
Toshihiro Maeta
President and Chief Executive Officer
MTI Ltd.
3-20-2 Nishi-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 25TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 25th Annual General Meeting of Shareholders of MTI Ltd. (the “Company”)
will be held for the purposes as described below.
To prevent the spread of the novel coronavirus (COVID-19), we would like to ask all our shareholders torefrain from attending the Meeting by all means regardless of their physical condition and exercise their voting
rights in advance in writing or via the Internet, etc. by 5:30 p.m. on Friday, December 18, 2020 upon reviewing
the attached Reference Documents for the General Meeting of Shareholders.
1. Date and Time:

Saturday, December 19, 2020 at 10:00 a.m. Japan time

2. Place:

Conference room No. 2 on the seventh floor of Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome, Shinjuku-ku, Tokyo, Japan
Please note that the venue has been changed from last year.

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements for the Company’s
25th Fiscal Year (October 1, 2019 – September 30, 2020), results of audits
by the Accounting Auditor and the Board of Statutory Auditors of theConsolidated Financial Statements and Non-consolidated Financial
Statements for the Company’s 25th Fiscal Year
Proposals to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of nine (9) directors
Proposal 3:
Election of one (1) statutory auditor
Proposal 4:
Determination of remuneration for granting restricted stock to directors-1-◎ Notes(1)
Exercise of voting rights by proxyIf you are unable to attend the meeting, you can delegate another shareholder as a proxy, who also
owns voting rights of the Company, to attend the General Meeting of Shareholders. In such a case,please have your proxy submit a written power of attorney, as well as the Voting Rights Exercise
Form at the reception desk.
(2)

Documents provided on the Internet
Based on the provisions stipulated in relevant laws and regulations and Article 15 of theCompany’s articles of incorporation, the following materials are posted on the Company’s website(https://www.mti.co.jp/eng) and are therefore not included in the Appendix to this convocation
notice.
1) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements2) “Statement of changes in equity” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the statutory auditors are each item on the Appendix to this Convocation
Notice of the General Meeting of Shareholders, Consolidated statement of changes in equity,
Notes to the Consolidated Financial Statements, Statement of changes in equity, and Notes to the
Non-consolidated Financial Statements in the above 1) and 2).

(3)

Method to announce the revisions in the Reference Documents for the General Meeting of
Shareholders and Business Report, as well as in Non-consolidated Financial Statements andConsolidated Financial Statements
Should the Reference Documents for the General Meeting of Shareholders and Business Report,
as well as Non-consolidated Financial Statements and Consolidated Financial Statements require
revisions, the revised versions will be posted on the Company’s website(https://www.mti.co.jp/eng).

(4)

The Company’s COVID-19 measures
This year, to prevent the spread of COVID-19, we appreciate your cooperation in various measurestaken at the Meeting venue (use of alcohol sanitizers and face masks, temperature checks upon
arrival, refraining from attendance for shareholders who have a fever or other symptoms).

-2-

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

Appropriation of surplus

The Company positions the increase of its market capitalization through the creation and enhancement ofcorporate value and continuous distribution of profits to shareholders as priority management issues.
Dividends are proposed as follows from the standpoint of maintaining stable dividend payment.
As a result, the annual dividend per share for the current fiscal year is 16 yen.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
8 yen per share of the Company’s common stock, in a total amount of 438,491,728 yen(2) The effective date of the dividend of surplus
December 21, 2020-3-

Proposal 2:

Election of nine (9) directors

All seven (7) directors will resign at the conclusion of this Annual General Meeting of Shareholders due tothe expiration of their terms of office. Accordingly, the election of nine (9) directors is proposed, adding two(2) external directors to further strengthen our management structure.
The candidates for director are as follows:
Name

No.

1

Reelected

Toshihiro Maeta

2

Reelected

Hiroshi Izumi

3

Reelected

Minoru Takei

4

Reelected

Hiroshi Matsumoto

5

Reelected

Muzhi Zhou

6

Reelected

Hikaru Yamamoto

7

Reelected

Ryosuke Tsuchiya

8

Newly elected

Satoshi Fujita

9

Newly electedYoshinori Yokoyama-4-

External director
Independent director
External director
Independent director
External director
Independent director
External director
Independent director
External director
Independent director

No.

Name
(Date of birth)

Reelected

1

Toshihiro Maeta(January 19, 1965)

Reelected

2

Hiroshi Izumi(February 26, 1965)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Number of sharesof the Company
held

Joined Japan IBM, Ltd.
Joined HIKARI TSUSHIN, INC.
Director of HIKARI TSUSHIN, INC.
11,856,400
Managing Director of HIKARI TSUSHIN, INC.
Established the Company
President and Chief Executive Officer (current position)(Reason for election as a candidate for director)
Since founding the Company in 1996, Mr. Maeta has played a leading role in expanding its businessas Representative Director. The Company reelected him as a candidate for director, based on the
judgment that he is capable of making decisions on the important management matters of theCompany, and his leadership over all the officers, drawing on his knowledge and experience inoverall management he has gained to date.
Joined Japan IBM, Ltd.
April 1987
Joined Microsoft Japan Co., Ltd.
June 1997
Joined the Company
February 1999
November 1999 Operating Officer and General Manager of IT Business
Department of the Company
November 2002 Operating Officer and General Manager of Mobile Service
Division of the Company
December 2002 Director and General Manager of Mobile Service Division of theCompany
December 2004 Director, Senior Managing Operating Officer and General
Manager of Mobile Service Division of the Company
Director, Operating Vice President and General Manager ofJanuary 2007
Mobile Service Division of the Company
December 2009 Executive Vice President and General Manager of Mobile
Service Division of the Company
Executive Vice President of the Company
February 2010
Executive Vice President and General Manager of Healthcare
June 2012
Business Division of the Company
Executive Vice President, General Manager of Mobile Service
February 2014
326,400
Division, and General Manager of Healthcare Business Divisionof the Company
Executive Vice President and General Manager of Life andJuly 2014
Healthcare Business Division of the Company
Executive Vice President and General Manager of Digital
April 2015
Content Division of the Company
Executive Vice President, General Manager of Lifestyle
February 2016
Business Division, and General Manager of Digital Content
Division of the Company
Executive Vice President and General Manager of Life andJanuary 2017
Entertainment Business Division of the Company
Executive Vice President and General Manager of Life,
April 2018
Entertainment and Sports Business Division of the Company
Executive Vice President, General Manager of Life,
July 2019
Entertainment and Sports Business Division, and General
Manager of Technology Division of the Company
December 2019 Executive Vice President, General Manager of Life,Entertainment and Sports Business Division, and General
Manager of Technology Division of the Company (current
position, in charge of Solution Business Department)(Reason for election as a candidate for director)
Mr. Izumi assumed the office of the Company’s director in 2002 and of Executive Vice President
from 2009. Drawing on his business experience at a major IT vender, he has held key positions in IT
development of the Company, in addition to service planning. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company, due to his broad expertise in overall IT service from planningto development.
April 1987
December 1988
August 1989
July 1994
August 1996

-5-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined Mitsubishi Corporation
General Manager, Finance Dept. of Mitsubishi Corporation
General Manager, Accounting Dept., Kansai Branch of
Mitsubishi Corporation
President of Mitsubishi Corporation Financial & Management
April 2004
Services (Japan) Ltd.
Senior Vice President of Mitsubishi Corporation
April 2006
900
Executive Vice President of KANRO CO., LTD.
March 2010
December 2017 Standing Statutory Auditor of the Company
December 2019 Executive Vice President and General Manager of Corporate
Support Division of the Company (current position, in charge ofOperation Reform Control Department, Compliance Promotion
Office, Business Risk Management Office, +Design
Department, Quality Control Center, and Cyber Risk
Management Office)(Reason for election as a candidate for director)
Mr. Takei assumed the office of standing statutory auditor and Executive Vice President of theCompany in 2017 and 2019, respectively. He held key positions mainly in finance and accounting
departments at a major general trading company and has experienced corporate management. The
Company reelected him as a candidate for director, based on the judgment that he is capable ofmaking decisions on the important management matters of the Company, also due to his considerable
insight into the Company’s management, business, and organization.
Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
April 1992
Joined CAC Corporation
May 1999
Joined USJ Co., Ltd.
October 2002
Joined the Company
October 2004
Operating Officer, General Manager of Corporate Planning
February 2008
Office and General Manager of Public Relations and IR Officeof the Company
Operating Officer and General Manager of Corporate Planning
January 2009
Division of the Company
117,800
Senior Operating Officer and General Manager of Corporate
January 2010
Planning Division of the Company
Senior Operating Officer and General Manager of Corporate
May 2010
Support Division of the Company
December 2010 Director and General Manager of Corporate Support Division of
the Company
Director of the Company
February 2013
December 2016 Managing Director of the Company
December 2018 Senior Managing Director of the Company (current position, incharge of IR Office and business alliance)(Reason for election as a candidate for director)
Mr. Matsumoto assumed the office of the Company’s director in 2010. After joining the Company,
he has served as General Manager of Corporate Planning Office and General Manager of Corporate
Support Division by drawing on his business experience at a bank. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company by drawing on his expertise in the fields of finance andinvestor relations, in addition to his experience in overall administrative work.
April 1974
April 2000
April 2002

Reelected

3

Minoru Takei(February 15, 1952)

Reelected

4

Hiroshi Matsumoto(August 17, 1969)

Number of sharesof the Company
held

-6-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
June 1995
April 2002
January 2005
April 2007

Reelected

5

Muzhi Zhou
(July 2, 1963)

April 2007
May 2008
April 2010
April 2012

External director
Independent director

Reelected

6

Hikaru Yamamoto(October 2, 1973)
External director
Independent director

December 2015

Principal Researcher of International Development Center ofJapan
Associate Professor, Faculty of Economics, Tokyo Keizai
University
Guest Researcher of Policy Research Institute, Ministry of
Finance
Professor, Faculty of Economics, Tokyo Keizai University(current position)
Visiting Professor of Massachusetts Institute of Technology
Guest Researcher of Harvard University
Visiting Professor of University of International Business andEconomics
Specially-appointed Professor of The Chinese Academy of
Sciences
External Director of the Company (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Professor, Faculty of Economics, Tokyo Keizai University(Reason for election as a candidate for external director)
Mr. Zhou is engaged in the research on economies of East Asia and market economy at universities.
The Company reelected him as a candidate for external director, based on the judgment that he iscapable of giving advice on the Company’s management policies based on his insight, and is also
capable of supervising the execution of operation from an independent standpoint.
Assistant at Graduate School of Economics, Faculty ofApril 2004
Economics, The University of Tokyo
Lecturer, Faculty of Economics, Seikei University
April 2005
Associate Professor, Faculty of Economics, Seikei University
April 2008
Associate Professor, Graduate School of Business
April 2014
Administration, Keio University (current position)
December 2015 External Director of the Company (current position)
Vice President, Japan Marketing Academy (current position)
April 2019
─Outside Director of POLA ORBIS HOLDINGS INC.
March 2020
(current position)(Significant concurrent positions)
Associate Professor, Graduate School of Business Administration, Keio University
Vice President, Japan Marketing Academy
Outside Director of POLA ORBIS HOLDINGS INC.
(Reason for election as a candidate for external director)
Ms. Yamamoto is engaged in the research on marketing and consumer behavior at universities. The
Company reelected her as a candidate for external director, based on the judgment that she is capableof giving advice on the Company’s management policies based on her insight, and is also capable ofsupervising the execution of operation from an independent standpoint.

-7-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
April 2006
February 2011

Reelected

7

Ryosuke Tsuchiya(January 16, 1946)
External director
Independent director

Newly elected8

Satoshi Fujita(March 3, 1944)
External director
Independent director

April 2011
April 2014
June 2014
December 2018

Head of the Central Hospital of the National Cancer Center(current National Cancer Center Hospital)
Director of the Japan Research Promotion Society for
Cardiovascular Diseases (current position)
Director of the Japanese Foundation for Cancer Research
Chief Director of Kanagawa Prefectural Hospital Organization
Director of the Japan Health Sciences Foundation (current
position)
External Director of the Company (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)
Director of the Japan Research Promotion Society for Cardiovascular Diseases
Director of the Japan Health Sciences Foundation(Reason for election as a candidate for external director)
Mr. Tsuchiya is engaged in medical research at various institutions, and also has experience inorganizational management. The Company reelected him as a candidate for external director, basedon the judgment that he is capable of giving advice on the Company’s management policies based on
his insight, and is also capable of supervising the execution of operation from an independent
standpoint.
Nippon Telegraph and Telephone Public Corporation
July 1969
President of NTT International Network Company
October 1997
Executive Vice President and General Manager of Global
June 2002
Service Business, NTT Communications Corporation
Full-time Audit & Supervisory Board Member of NTT
June 2003
DOCOMO, INC.
President and CEO of Alcatel-Lucent Japan Ltd.
April 2006
Director of IT-it CO., LTD. (current position)
June 2008
2,000
President of Infinera Japan K.K.
March 2009
September 2011 Advisor of the Company (current position)
Executive Advisor of Juniper Networks, Inc. (current position)
April 2016
(Significant concurrent positions)
Director of IT-it CO., LTD.
Executive Advisor of Juniper Networks, Inc.
(Reason for election as a candidate for external director)
Mr. Fujita has a wealth of experience and deep insight as a manager. The Company elected him as a
candidate for external director, based on the judgment that he is capable of giving advice on the
Company’s management policies based on his insight, and is also capable of supervising theexecution of operation from an independent standpoint.

-8-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
September 1986
September 1988
July 2002
April 2008
July 2016
July 2017
March 2018

Newly elected

September 20199

Yoshinori Yokoyama(September 16, 1942) October 2020
External director
Independent director

Senior Partner, McKinsey & Company
Managing Partner Japan, McKinsey & Company
Representative Director of Igrec SSDI Co., Ltd. (current
position)
Chief Event Promotor, The University of Tokyo Executive
Management Program
Dean, Hiroshima Business and Management School, Prefectural
University of Hiroshima (current position)
External Director of airweave inc. (current position)
Advisor to the Office of the President, The University of Tokyo(current position)
Supervisor of Hiroshima Innovation Network Inc. (current
position)
Special Research Advisor, Institute of Industrial Science, The
University of Tokyo (current position)

Number of sharesof the Company
held─

(Significant concurrent positions)Representative Director of Igrec SSDI Co., Ltd.
Dean, Hiroshima Business and Management School, Prefectural University ofHiroshima
External Director of airweave inc.
Special Research Advisor, Institute of Industrial Science, The University of Tokyo(Reason for election as a candidate for external director)
Mr. Yokoyama has a wealth of experience and deep insight as a manager. The Company elected him
as a candidate for external director, based on the judgment that he is capable of giving advice on the
Company’s management policies based on his insight, and is also capable of supervising theexecution of operation from an independent standpoint.

(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Muzhi Zhou, Ms. Hikaru Yamamoto, Mr. Ryosuke Tsuchiya, Mr. Satoshi Fujita and Mr. Yoshinori Yokoyama are
candidates for external director. The reasons for election as candidates for external director are described in the columns
below the past experiences of each candidate for external director. In addition, concerning Mr. Muzhi Zhou, Ms. Hikaru
Yamamoto and Mr. Ryosuke Tsuchiya, although they have never been involved in corporate management other than asexternal director or external auditor, the Company believes that they are capable of adequately executing their duties asexternal director as mentioned in the “Reason for election as a candidate for external director.”
3. The candidates Mr. Muzhi Zhou and Ms. Hikaru Yamamoto will have held the position of external director of theCompany for five (5) years as at the conclusion of this Annual General Meeting of Shareholders. The candidate Mr.
Ryosuke Tsuchiya will have held the position of external director of the Company for two (2) years as at the conclusionof this Annual General Meeting of Shareholders. In addition, the Company has filed a notice to the Tokyo Stock
Exchange for appointing all of the candidates for external director as independent directors. If their election is approved
as originally proposed, they will continue to serve as independent directors. Furthermore, if the election of Mr. Satoshi
Fujita and Mr. Yoshinori Yokoyama are approved as originally proposed, the Company will file a notice to the Tokyo
Stock Exchange for newly appointing both candidates as independent directors.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements Mr. Muzhi Zhou, Ms. Hikaru Yamamoto, and Mr. Ryosuke Tsuchiya to limit their liability for compensationof damages due to the failure to perform their duties, to the sum of the amounts stipulated in each item of Article 425,
Paragraph 1 of the said Act. If their election is approved as originally proposed, the Company intends to continue theagreements with them. Furthermore, if the election of Mr. Satoshi Fujita and Mr. Yoshinori Yokoyama are approved asoriginally proposed, the Company intends to enter into similar agreements with them.

-9-Proposal 3:

Election of one (1) statutory auditor

Statutory auditor Mr. Yoshinobu Nakamura will resign at the conclusion of this Annual General Meetingof Shareholders due to the expiration of his term of office. Accordingly, the election of one (1) statutory auditor
is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate for statutory auditor is as follows:
Name(Date of birth)

Past experience, significant concurrent positions
and positions at the Company
Admitted to the bar
Hayabusa Kokusai Law Offices
November 2006 Greenberg Traurig LLP, New York
December 2007 Partner, Hayabusa Asuka Law Offices
Atsumi & Partners
January 2009
Partner, Atsumi & Sakai (current position)
January 2010
Outside Audit and Supervisory Board Member of Credit Saison
June 2015
Co., Ltd. (current position)
External Audit & Supervisory Board Member of Achilles
June 2019
Corporation (current position)

Number of sharesof the Company
heldApril 2000

Newly elected

Chie Kasahara(September 15, 1968)
External statutory auditor
Independent statutory
auditor─(Significant concurrent positions)
Partner, Atsumi & Sakai
Outside Audit and Supervisory Board Member of Credit Saison Co., Ltd.
External Audit & Supervisory Board Member of Achilles Corporation(Reason for election as a candidate for external statutory auditor)
Ms. Kasahara has a wealth of experience and deep insight regarding corporate legal affairs in general
as an attorney-at-law. The Company elected her as a candidate for external statutory auditor, basedon the judgment that she is capable of performing her duties in monitoring and giving advice onmanagement in general as an expert.

(Notes)1. There are no special interests between the candidate for statutory auditor and the Company.
2. The candidate for statutory auditor, Ms. Chie Kasahara is a candidate for external statutory auditor. Although her
involvement in corporate management has been limited to that as an external director or external auditor, the Company
believes that she is capable of adequately executing her duties as an external statutory auditor as mentioned in the reason
for election as a candidate for external statutory auditor.
3. Furthermore, if the election of Ms. Chie Kasahara is approved as originally proposed, the Company will file a notice tothe Tokyo Stock Exchange for newly appointing the candidate as an independent statutory auditor.
4. If the election of Ms. Chie Kasahara is approved as originally proposed, in accordance with the provisions of Article
427, Paragraph 1 of the Companies Act, the Company will enter into an agreement with her to limit her liability forcompensation of damages due to the failure to perform her duties, to the sum of the amounts stipulated in each item of
Article 425, Paragraph 1 of the said Act.

- 10 -

Proposal 4:

Determination of remuneration for granting restricted stock to directors

It has been approved at the 20th Annual General Meeting of Shareholders held on December 23, 2015 thatthe amount of remuneration, etc. for the Company’s directors shall be 600 million yen or less per year (ofwhich, 60 million yen or less per year for external directors, excluding the employee portion of salary for those
concurrently serving as employees). In addition, it has been approved that the amount of stock option
remuneration for the Company’s directors (excluding external directors, hereinafter referred to as “Eligible
Directors”) shall be 100 million yen or less per year, separately from the remuneration for directors.
The Company believes it is important to clarify the linkage between the remuneration for Eligible Directors
and the value of the Company’s stock to have Eligible Directors share both the benefits and risks of fluctuationin stock price, and thereby raise their motivation to contribute to expanding business performance andcorporate value over the medium to long term. To this end, the Company proposes to deliver remuneration for
granting restricted stock to Eligible Directors, to replace the stock option remuneration stated above, separatelyfrom the remuneration framework above.
Subject to the approval of this proposal as originally proposed, the stock option system will be abolished,
except for the stock options already granted. Subsequently, the Company will no longer issue stock acquisitionrights as stock options.
Remuneration for Eligible Directors currently consists of basic remuneration, bonuses and stock options.
If this proposal is approved as originally proposed, the stock option system will be abolished, and remuneration
will comprise basic remuneration, bonuses and stock remuneration.
The total amount of cash remuneration to be delivered to Eligible Directors for granting restricted stock
based on this proposal shall be 100 million yen or less per year (excluding the employee portion of salary for
those concurrently serving as employees), which is deemed to be an appropriate amount in light of the purpose
mentioned above. It is also proposed that the specific timing of payment and allocation to each Eligible
Director be decided at Board of Directors meetings.
The number of Eligible Directors concerning this proposal will be four (4), if Proposal 2 is approved asoriginally proposed.
Based on the resolution of the Board of Directors, Eligible Directors shall pay all cash remuneration
receivables arising from this proposal as contribution in kind to receive issuance or disposal of the Company’scommon stock. The total number of shares of the Company’s common stock to be issued or disposed ofaccordingly shall be 125 thousand shares or less per year. However, in the event of a stock split (including
gratis allotment of the Company’s common stock) or reverse stock split of the Company’s common stock, or
any other event that necessitates the adjustment of the total number of shares of the Company’s common stock
to be issued or disposed of as restricted stock on or after the approval date of this proposal, the Company shalladjust the total number within a reasonable range. In addition, amount to be paid in per share for such issuanceor disposal shall be decided at a Board of Directors meeting based on the closing price of the Company’scommon stock on the Tokyo Stock Exchange on the business day immediately preceding the respective
resolution date of the Board of Directors meetings (the closing price of a trading date immediately preceding
the date if there was no trading on such date) within a range not particularly favorable for the Eligible Directors.
Furthermore, the relevant issuance or disposal of the Company’s common stock shall require that theCompany and the Eligible Directors enter into a restricted stock allotment agreement (hereinafter referred toas the “Allotment Agreement”) that basically covers the following:(1) Within the period between three (3) to five (5) years as provided by the Company’s Board of Directors(hereinafter referred to as “Transfer Restriction Period”), the Eligible Directors shall not be allowed totransfer, attach security interest or otherwise dispose of the Company’s common stock that have beenallotted under the Allotment Agreement (hereinafter referred to as “Allotted Stock,” and such restriction
shall be referred to as “Transfer Restriction”).
(2) In case an Eligible Director loses a position as the Company’s director or any other position provided
by the Company’s Board of Directors before the Transfer Restriction Period expires, the Allotted Stockshall be acquired by the Company without consideration as a matter of course except for cases due toreasons deemed justifiable by the Company’s Board of Directors.
(3) Provided the Eligible Director continuously held the position as the Company’s director or any otherposition provided by the Company’s Board of Directors during the Transfer Restriction Period, theCompany shall lift the Transfer Restriction for all the Allotted Stock at the time the Transfer Restriction
Period expires. However, in case an Eligible Director loses a position as the Company’s director or any- 11 -

other position provided by the Company’s Board of Directors before the Transfer Restriction Period
expires due to reasons deemed justifiable by the Company’s Board of Directors, the Company shallreasonably adjust the timing and for how many of the Allotted Stock to lift the Transfer Restriction asnecessary.
(4) The Allotted Stock for which Transfer Restriction has not been lifted at the expiration of the Transfer
Restriction Period pursuant to the provisions in (3) above shall be acquired by the Company without
consideration as a matter of course.
(5) Regardless of the provisions in (1) above, upon the approval of a merger agreement that makes theCompany a non-surviving company, a stock exchange agreement or a stock transfer plan that make theCompany a wholly-owned subsidiary, or any other matters in relation to organizational restructuring,etc. at the Company’s general meeting of shareholders (at the Company’s Board of Directors meeting
if such organizational restructuring, etc. does not require the approval of the Company’s general
meeting of shareholders) during the Transfer Restriction Period, the Company’s Board of Directors
may resolve to reasonably adjust the timing and for how many of the Allotted Stock to lift the Transfer
Restriction as necessary.
(6) In cases stipulated in (5) above, the Allotted Stock for which Transfer Restriction has not been lifted
immediately after the lifting of the Transfer Restriction pursuant to the provisions in (5) above shall beacquired by the Company without consideration shall as a matter of course.
(7) Methods of conveying intentions and notices under the Allotment Agreement, and amending the
Allotment Agreement shall be stipulated in the Allotment Agreement.

- 12 -