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

Securities code: 9037
May 30, 2023
To our shareholders:Hidenori Osuka Representative Director and President
HAMAKYOREX CO., LTD.
1701-1 Terawaki-cho, Minami-ku, Hamamatsu-shi,
Shizuoka

Notice of the 52nd Annual General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
We hereby notify that the 52nd Annual General Meeting of Shareholders of HAMAKYOREX CO., LTD. (the“Company”) will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format will be taken) in electronic format. This information is posted on eachof the following websites, so please access either of those websites to confirm the information.
[The Company’s Website]
https://www.hamakyorex.co.jp/ir/soukai/ (in Japanese)(Access the above website and confirm the “52nd Annual General Meeting of Shareholders.”)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/9037/teiji/ (in Japanese)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “HAMAKYOREX” in “Issue name(company name)” or the Company’s securities code “9037” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting / Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you can exercise your voting rights in writing or via the Internet,
etc. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights in accordance with “Instructions for Exercise of Voting Rights” (Japanese Only).

-1-1. Date and Time: Wednesday, June 14, 2023, 10:30 a.m.
2. Venue:“Ootori” Hall, 2F, Grand Hotel Hamamatsu
1-3-1 Higashiiba, Naka-ku, Hamamatsu-shi, Shizuoka
3. Purpose of the Meeting
Matters to be reported:
1 The Business Report and the Consolidated Financial Statements for the 52nd fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2 The Non-Consolidated Financial Statements for the 52nd fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Election of Ten (10) Directors
Proposal No. 2
Election of One (1) Audit & Supervisory Board Member
Proposal No. 3
Introduction of Restricted Stock-Based Remuneration Plan for Directors
1. If attending in person, please submit the enclosed voting form at the meeting reception desk.
2. In the event of any modification to information to be provided in electronic format, a statement to that effect andthe information before and after the modification will be posted on each of the websites.
3. Paper-based documents stating the items for which the measures for providing information in electronic format
will be taken will also be sent to shareholders who have made a request, but such paper-based documents will
exclude the following items in accordance with laws and regulations and the Company’s Articles ofIncorporation.
(1) Company system and policy(2) Consolidated Statement of Changes in Equity(3) Notes to Consolidated Financial Statements(4) Statement of Changes in Equity(5) Notes to Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial
Statements included in this document are a part of the subject documents audited by the independent auditors in
preparing the Independent Auditor’s Report and by the Audit & Supervisory Board Members in preparing their
Audit Report.
[Notice] Gathering of shareholders
A gathering of shareholders and Company officers will be held following the General Meeting of Shareholders at the“Ootori” Hall on the second floor. Please take this opportunity to attend and provide any feedback or questions to us.
Please note that any changes to the details of the event will be announced on the Company’s website.

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Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Election of Ten (10) Directors
The terms of office of all ten Directors will expire at the conclusion of this annual general meeting of shareholders.
Therefore, the Company proposes the election of ten Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Feb. 1971

1

2

Number of theCompany’s shares
owned

Representative Director and President of theCompany
June 1984
Representative Director and President of
HamakyoService K.K. (current position)
Masataka Osuka
Apr. 2003
Director and Chairman of Superex Corporation(March 3, 1941)(current position)
500,000 shares
Attendance at Board of
July 2005
Chairman of Shizuoka Trucking Association
Directors meetings
June 2007
Representative Director and Chairman of the
15/17
Company (current position)(88%)
June 2012
Deputy Chairman of Japan Trucking
Association
Nov. 2013
Chairman of The Hamamatsu Chamber ofCommerce and Industry(Reasons for nomination as a candidate for Director)
As the founder of the Company involved with its long-term management, Mr. Masataka Osuka has established asignificant level of experience and achievements. As the current Representative Director and Chairman, he provides
accurate advice on every facet of business operation based on experience. The Company proposes the election of him
based on his suitable fulfillment of his role as supervisor concerning the resolution of important matters, theadministration of business matters, and other such matters.
Apr. 1992
Joined the Company
Apr. 2001
Deputy General Manager of Sales Department
1 of the Company
May 2003
General Manager of Chubu Sales Departmentof the Company
June 2003
Director and General Manager of Chubu Sales
Department of the Company
Apr. 2006
Director and General Manager of Head OfficeHidenori Osuka
Sales Department of the Company(July 17, 1967)
June 2007
Director and Vice President of KINBUTSUREX Co., Ltd.
499,100 shares
Attendance at Board ofJune 2008
Director, Vice President, General Manager of
Directors meetings
Administration Division, and General Manager
17/17
of Corporate Planning Office of the Company(100%)
June 2009
Director of Superex Corporation (current
position)Jan. 2010
Representative Director and President of theCompany (current position)
Aug. 2010
Director and Chairman of KINBUTSU REX
Co., Ltd. (current position)
May 2021
Deputy Chairman of Shizuoka Trucking
Association (current position)(Reasons for nomination as a candidate for Director)
As manager of the Company, Mr. Hidenori Osuka possesses a broad range of experience and considerable insight into
the various divisions making up the Company. The Company proposes the election of him so that the Company may
benefit from his leadership as a member of management, and for his contributions to improving corporate value andbolstering the supervisory functions of the Board of Directors.

-3-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
July 1999
Apr. 2010

3

4

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager of Chubu Sales
Department 3 of the Company
Apr. 2011
General Manager of Chubu Sales Department 3of the Company
Apr. 2012
Executive Officer and Deputy General
Manager of Sales Division of the Company
Apr. 2014
Executive Officer and Branch Manager of
Chubu Branch of the Company
Aug. 2014
Managing Executive Officer and Branch
Yasuo Okutsu
Manager of Chubu Branch of the Company(January 21, 1972)
June 2016
Director, Managing Executive Officer, andBranch Manager of Chubu Branch of the
1,700 shares
Attendance at Board ofCompany
Directors meetings
Apr. 2017
Director, Managing Executive Officer, Deputy
14/17
General Manager of Headquarters, and Branch(82%)
Manager of Chubu Branch of the Company
June 2020
Managing Director, Deputy General Manager
of Headquarters and Branch Manager of Chubu
Branch of the Company
June 2022
Director, Senior Managing Executive Officer,
General Manager of Headquarters, and BranchManager of Chubu Branch of the Company
Apr. 2023
Senior Managing Director, Executive Officer,
and General Manager of Headquarters of theCompany (current position)(Reasons for nomination as a candidate for Director)
The Company proposes the election of Mr. Yasuo Okutsu so that the Group may benefit from his contributions toimproving corporate value based on his ample experience in the operations of the logistics center (3PL) of theCompany.
Mar. 2004
Joined the Company
Apr. 2012Manager of Domestic Sales Development
Department, Development Division of theCompany
Apr. 2013
General Manager of Sales Development
Department of the Company
June 2014
Executive Officer and General Manager ofDevelopment Headquarters of the Company
Tsuyoshi Yamaoka
Apr. 2017
Executive Officer and General Manager of(April 12, 1976)
Development Division of the Company
June 2018
Director, Executive Officer, and General
1,100 shares
Attendance at Board ofManager of Development Division of the
Directors meetings
Company
17/17
Apr. 2019
Director, Executive Officer, and General(100%)
Manager of the New Sales Management
Department of the Company
June 2021
Managing Director, Executive Officer, andGeneral Manager of Development Division of
the Company
June 2022
Senior Managing Director, Executive Officer,
and General Manager of Development
Division of the Company (current position)(Reasons for nomination as a candidate for Director)
The Company proposes the election of Mr. Tsuyoshi Yamaoka so that the Group may benefit from his contributions toimproving corporate value based on his ample experience in substantially increasing new clients in the operations of thelogistics center (3PL) of the Company.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 2003
Apr. 2008

5

6

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager of Kanto Sales
Department 3 of the Company
Apr. 2010
Executive Officer and General Manager of
Akio Ariga
Kanto Sales Department 2 of the Company(June 8, 1964)
Apr. 2012
Executive Officer and Deputy General
Manager of Sales Division of the Company
3,000 shares
Attendance at Board ofApr. 2014
Executive Officer and Branch Manager of
Directors meetings
Kanto Branch of the Company
16/17
Aug.
2014
Managing
Executive Officer and Branch(94%)
Manager of Kanto Branch of the Company
June 2015
Director, Managing Executive Officer, andBranch Manager of Kanto Branch of theCompany (current position)(Reasons for nomination as a candidate for Director)
The Company proposes the election of Mr. Akio Ariga so that the Group may benefit from his contributions toimproving corporate value based on his ample experience in the operations of the logistics center (3PL) of theCompany.
Dec. 1999
Joined the Company
Apr. 2010
Deputy General Manager of Kansai Sales
Department of the Company
Apr. 2011
General Manager of Kansai Sales Departmentof the Company
Apr. 2012
Executive Officer and General Manager ofKiichi Nasuda
Kansai Sales Department of the Company(April 6, 1970)
Apr. 2014
Executive Officer and Branch Manager of
3,300 shares
Attendance at Board of
Kansai Branch of the Company
Directors meetings
Apr. 2016
Managing Executive Officer and Branch
16/17
Manager of Kansai Branch of the Company(94%)
June 2016
Director, Managing Executive Officer, andBranch Manager of Kansai Branch of theCompany
Apr. 2019
Director, Executive Officer, and BranchManager of Kansai Branch of the Company(current position)(Reasons for nomination as a candidate for Director)
The Company proposes the election of Mr. Kiichi Nasuda so that the Group may benefit from his contributions toimproving corporate value based on his ample experience in the operations of the logistics center (3PL) of theCompany.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1965

7

8

Number of theCompany’s shares
ownedJoined Suzuki Motor Co., Ltd. (currently
Suzuki Motor Corporation)
Apr. 2010
Chairman of Hamamatsu Foundation for[Outside]International Communication and Exchange
Isamu Miyagawa
Apr. 2010
Advisor of Suzuki Motor Corporation(July 22, 1942)
Nov. 2010
Deputy Chairman of The Hamamatsu Chamber
300 sharesof Commerce and Industry
Attendance at Board ofApr. 2013
Councilor of TOKOHA University Education
Directors meetings
Foundation (current position)
16/17
Nov.
2013
Adviserof The Hamamatsu Chamber of(94%)
Commerce and Industry
June 2016
Outside Director of the Company (current
position)(Reasons for appointment as a candidate for outside Director and summary of expected roles)
Mr. Isamu Miyagawa has ample experience and achievements in corporate management, etc. and considerable
knowledge in finance and accounting. The Company proposes his appointment as a candidate for outside Director withthe expectation that he will contribute to improving corporate value of the Group through making use of such insights toprovide advice and proposals on Directors’ execution of duties. If his appointment is approved, the Company plans tohave him, as a member of the nomination and compensation committee, be involved in deliberating the compensationfor officers, etc. of the Company from an objective and neutral standpoint.
Apr. 1975
Joined The Shizuoka Bank, Ltd.
June 2003
Executive Officer and General Manager of theHamamatsu Branch of The Shizuoka Bank,Ltd.
[Outside]
Apr. 2007
Senior Executive Officer and Head of Western
Yoshitaka Otsu
Area Business Unit of The Shizuoka Bank,(December 11, 1952)
Ltd.
500 sharesMar. 2010Retired from The Shizuoka Bank, Ltd.
Attendance at Board of
July 2016
Outside Audit & Supervisory Board Member
Directors meetings(Part-time) of SEIKO CORPORATION
16/17(current position)(94%)
Oct. 2016
Outside Audit & Supervisory Board Member(Part-time) of TOKAI DENPUN CO., LTD.
June 2018
Outside Director of the Company (current
position)(Reasons for appointment as a candidate for outside Director and summary of expected roles)
Mr. Yoshitaka Otsu has ample experience and achievements in corporate management, etc. and broad knowledge. The
Company proposes his appointment as a candidate for outside Director with the expectation that he will contribute toimproving corporate value of the Group through making use of such insights to provide advice and proposals on
Directors’ execution of duties.
Mr. Yoshitaka Otsu was originally employed by The Shizuoka Bank, Ltd., which has transactional dealings with theCompany, but the Company has no problems with funding and its financial position is such that it would be more thanpossible to procure funds from other banks. In addition, more than 10 years have elapsed since Mr. Yoshitaka Otsu
resigned from The Shizuoka Bank, Ltd. in March 2010, and he is fully capable of maintaining his independence.
If his appointment is approved, the Company plans to have him, as a member of the nomination and compensationcommittee, be involved in deliberating the compensation for officers, etc. of the Company from an objective and neutral
standpoint.

-6-Candidate
No.

Name
(Date of birth)10(Notes) 1.
2.
3.
4.
5.
6.
7.

8.

Apr. 1973
July 2012

Number of theCompany’s shares
ownedEntered Hamamatsu Shinkin Bank
Executive Director of The Hamamatsu
Chamber of Commerce and Industry
Nov. 2012Managing Director of The Hamamatsu
700 shares
Chamber of Commerce and Industry
Attendance at Board ofJune 2016
Outside Audit & Supervisory Board Member
Directors meetingsof the Company
17/17
June 2020
Outside Director of the Company (current(100%)
position)(Reasons for appointment as a candidate for outside Director and summary of expected roles)
Mr. Takeshi Mori has ample experience and achievements in corporate management, etc. and considerable knowledge
in finance and accounting, and he also has detailed knowledge of the operations of the Company through his auditing
work conducted during his tenure as outside Audit & Supervisory Board Member of the Company. The Company
proposes his appointment as a candidate for outside Director with the expectation that during his term he will contributeto improving corporate value of the Group through making use of such insights to provide advice and proposals on
Directors’ execution of duties. If his appointment is approved, the Company plans to have him, as a member of thenomination and compensation committee, be involved in deliberating the compensation for officers, etc. of theCompany from an objective and neutral standpoint.
Oct. 2003
Joined NICS TAXATION CO.,LTD[Outside]
June 2006
Joined Tohmatsu Tax Co. (currently, Deloitte
Sumiko Katada
Tohmatsu Tax Co.)(April 14, 1979)
Aug. 2006
Registered as a licensed tax accountant
100 sharesJan. 2014
Resigned from Deloitte Tohmatsu Tax Co.
From June 2022
Feb. 2014
Established Katada Accounting Office
13/13
June
2022
OutsideDirector of the Company (current(100%)
position)(Reasons for appointment as a candidate for outside Director and summary of expected roles)
Although Ms. Sumiko Katada has no prior experience of involvement in corporate management, she has deep insightbased on advanced specialized knowledge and a wealth of practical experience as a licensed tax accountant. The
Company proposes her appointment as a candidate for outside Director with the expectation that she will contribute toimproving corporate value of the Group through making use of such insights to provide advice and proposals on
Directors’ execution of duties.
Furthermore, while Ms. Sumiko Katada was previously employed by Deloitte Tohmatsu Tax Co., which has
transactional dealings with the Company, the value of these transactions is negligible, it is not a major business partner,
and Ms. Sumiko Katada is fully capable of maintaining her independence. If her appointment is approved, the Company
plans for her to serve as a member of the nomination and compensation committee, and be involved in deliberating thecompensation for officers, etc. of the Company from an objective and neutral standpoint.
There is no special interest between any of the above candidates and the Company.
Mr. Isamu Miyagawa, Mr. Yoshitaka Otsu, Mr. Takeshi Mori and Ms. Sumiko Katada are candidates for outside Director.
Mr. Isamu Miyagawa is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as
outside Director will have been seven years.
Mr. Yoshitaka Otsu is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as
outside Director will have been five years.
Mr. Takeshi Mori is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as
outside Director will have been three years.
Ms. Sumiko Katada is currently an outside Director of the Company, and at the conclusion of this meeting, her tenure as
outside Director will have been one year.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreementwith Mr. Isamu Miyagawa, Mr. Yoshitaka Otsu, Mr. Takeshi Mori, and Ms. Sumiko Katada to limit their liability fordamages under Article 423, paragraph 1 of the Companies Act. The maximum amount of liability for damages under thisagreement is the minimum liability amount stipulated in Article 425 paragraph 1 of the Companies Act, and the Company
plans to renew this agreement with them.
The Company has submitted notification to the Tokyo Stock Exchange that Mr. Isamu Miyagawa, Mr. Yoshitaka Otsu, Mr.
Takeshi Mori, and Ms. Sumiko Katada have been designated as independent officers as provided for by the aforementioned
exchange. If their reelection is approved, the Company plans for their appointment as independent officers to continue.
[Outside]
Takeshi Mori
(August 19, 1950)

9

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company-7-Proposal No. 2

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Sachio Yokohara will expire at the conclusion of thisannual general meeting of shareholders. Therefore, the Company proposes the election of one Audit & Supervisory
Board Member to strengthen and enhance the audit system.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company, and significant concurrent
positions outside the Company
April 1968

Number of theCompany’s shares
ownedCurrent: Joined JA Topia-Hamamatsu (Agricultural
Cooperative)
Sachio Yokohara
10,000 shares
May 2007
Joined the Company(December 18, 1949)
June 2007
Standing Audit & Supervisory Board Member of theCompany (current position)(Notes) 1. There is no special interest between above candidate and the Company.
2. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Sachio Yokohara to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. The
maximum amount of liability for damages under this agreement is the minimum liability amount stipulated in Article 425
paragraph 1 of the Companies Act. If his reelection is approved, the Company plans to renew this agreement with him.

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Proposal No. 3

Introduction of Restricted Stock-Based Remuneration Plan for Directors

The Company has decided to introduce a remuneration plan (hereinafter the “Plan”) under which shares of theCompany’s common stock (“Restricted Stock”) will be allotted to Directors (excluding outside Directors, hereinafter“Eligible Directors”) with certain restrictions on the period of transfer and reasons for acquisition by the Company
without consideration, in order to provide incentives for Directors to continuously improve the Company’s corporate
value and to promote further value sharing with shareholders, as follows.
At the 44th Annual General Meeting of Shareholders held on June 17, 2015, the amount of remuneration for Directors
was approved as no more than ¥350 million per year (¥10 million per year for outside Directors, not including the
portion of their employee salary), and no more than ¥45 million for Audit & Supervisory Board Members. In addition,at the 51st Annual General Meeting of Shareholders held on June 14, 2022, it was approved to increase the maximum
amount of remuneration for the total number of outside Directors to no more than ¥20 million per year, following an
increase in the number of outside Directors by one Under this Proposal, the Company seeks approval fromshareholders to newly introduce the Plan and to set the total amount of monetary remuneration claims to be paid to
Eligible Directors as remuneration for Restricted Stock separate from the existing amount of remuneration for
Directors at no more than ¥15 million per year.
There are currently ten Directors (among whom four are outside Directors). However, if Proposal No. 1 is approved
as originally proposed, the number of Directors will be ten (among whom four are outside Directors).
1. Allotment and Payment of Restricted Stock
Under the Plan, monetary remuneration claims will be paid to Eligible Directors as remuneration for Restricted
Stock no more than the above annual amount, and Eligible Directors will receive an allotment of Restricted Stockby paying all of such monetary remuneration claims by way of in-kind contribution.
The amount to be paid in per share of Restricted Stock shall be determined by the Company’s Board of Directors
based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day
preceding the date of resolution of the Board of Directors (or the closing price of the most recent trading day if
no trading was executed on that date) to the extent that it is not particularly advantageous to the Eligible Directors
who subscribe to the Restricted Stock. In addition, the above monetary remuneration claims shall be subject tothe Eligible Director agreeing to the above in-kind contribution and payment will be made subject to the Eligible
Director entering into a Restricted Stock Allotment Agreement that includes the details set forth in 3. below.
2. Total Number of Shares of Restricted Stock
The total number of shares of Restricted Stock to be allotted to Eligible Directors shall be 4,500 shares or lessannually. However, in the event of a stock split or reverse stock split of the Company’s common stock after thedate of resolution of this Proposal, or in the event that the total number of shares of Restricted Stock to be allottedneeds to be adjusted pursuant to such cases, the total number of shares of such Restricted Stock may bereasonably adjusted.
3. Details of the Restricted Stock Allotment Agreement
The Restricted Stock Allotment Agreement to be entered into between the Company and Eligible Directors towhom shares of the Restricted Stock are allotted shall include the following details.
(1) Details of Transfer Restrictions
An Eligible Director who has received an allotment of the Restricted Stock, during the period from the day
he or she receives the allotment until he or she retires or resigns from his or her position as a Director,
Executive Officer or employee of the Company (hereinafter the “Transfer Restriction Period”), may nottransfer, pledge, set as collateral, or make a living donation, bequest, or any other disposition of the sharesof common stock of the Company allotted under the Restricted Stock Allotment Agreement (hereinafter
the “Allotted Shares”) to any third party.
(2) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restriction Period of all of the Allotted Shares upon the expiration of
the Transfer Restriction Period, provided that the Eligible Director who has received the allotment of
Restricted Stock has continuously held the position specified in (1) above for a period determined by theCompany’s Board of Directors (hereinafter the “Service Period”). However, if the Eligible Director resigns
-9-

(3)

(4)

(5)

or retires from the position described in (1) above during the Service Period for reasons deemed justifiableby the Board of Directors of the Company, the number of the Allotted Shares to be released from therestrictions on transfer and the time when the restrictions on transfer are released shall be reasonably
adjusted as necessary.
Acquisition of Restricted Stock without Consideration
If any of the Allotted Shares have not been released from the restrictions on transfer in accordance with theprovisions of the reasons for release of the restrictions on transfer in (2) above at the time when the Transfer
Restriction Period in (1) above expires, the Company will naturally acquire such shares without
consideration.
Treatment in Reorganization, etc.
If, during the Transfer Restriction Period, a merger agreement where the Company will be dissolved, ashare exchange agreement where the Company becomes a wholly-owned subsidiary, or a share transfer
plan or other matters related to organizational restructuring is approved at a General Meeting of
Shareholders of the Company (or the Company Board of Directors if the reorganization, etc. does not
require the approval of the General Meeting of Shareholders), regarding the number of Allotted Sharesreasonably determined according to the period from the start date of the service period until the date of
approval for the relevant reorganization, etc., restrictions on transfer shall be cancelled prior to the effective
date of the reorganization, etc. by a resolution of the Company Board of Directors. In the case stipulated
above, the Company will naturally acquire the Allotted Shares without consideration as of the time
immediately following the lifting of the restrictions on transfer, for which restrictions on transfer have notyet been lifted.
Other matters
Other matters related to the Restricted Stock Allotment Agreement shall be determined by the Company’s
Board of Directors.

4. Reason why it is appropriate to grant Restricted Stock
The Company intends to grant Restricted Stock to Eligible Directors in order to provide incentives to sustainably
enhance the Company’s corporate value and to further promote value sharing with shareholders.
The Company’s Board of Directors has established a policy for determining the details of remuneration, etc. forindividual Directors, and the granting of Restricted Stock under this Proposal is in line with such policy. If this
Proposal is approved, the Company plans to revise it to be consistent with the approved details and stipulate thedetails of share-based remuneration. In addition, the Company has deemed that the granting of the Restricted
Stock is appropriate as it has determined that the value of the Restricted Stock, evaluated at the market price asof the date of the resolution of the Board of Directors regarding the allotment, is within the maximum annual
amount as stated in 1. above, and that the ratio of shares of the Restricted Stock to the total number of outstanding
shares is 0.02% (0.2% of the total number of outstanding shares if the maximum number of shares of the
Restricted Stock was issued over a period of 10 years), and that the dilution ratio is negligible.

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