Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.
Securities Code: 3038
January 11, 2023
To Shareholders with Voting Rights
Hirokazu Numata
President and Representative Director
Kobe Bussan Co., Ltd.
125-1 Hirano, Kakogawa-cho,
Kakogawa-shi, Hyogo
Notice of the 37th Annual General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 37th Annual General Meeting of Shareholders of Kobe Bussan Co. Ltd. (the“Company”) will be held as described below.
In order to prevent the spread of COVID-19 infections, we encourage our shareholders to refrain from
attending the meeting on the date of the event to the extent possible and exercise your voting rights inadvance via the Internet, etc. or in writing. If you choose not to attend the meeting on the date of the event,please review the hereto attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 6:00 p.m. on Thursday, January 26, 2023, Japan time.
The General Meeting of Shareholders requires registration for attendance in advance. If you prefer to attend
the meeting in person, please read pages 5 and 6 of the Japanese original of this notice and make registrationin advance.
Please note that we will not provide souvenirs to attendees of the General Meeting of Shareholders.
Thank you for your understanding and cooperation.
Particulars
1. Date and Time:
2. Place:
3. Meeting Agenda
Matters to be reported:

10:00 a.m., Friday, January 27, 2023
Banquet Hall Ohwada, 1st floor, South Building, Kobe Portopia Hotel
6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe-shi, Hyogo
1. The Business Report, the Consolidated Financial Statements, and the Resultsof Audits of the Consolidated Financial Statements by Accounting Auditors
and the Audit and Supervisory Committee for the 37th Fiscal Year (fromNovember 1, 2021 to October 31, 2022)
2. The Non-consolidated Financial Statements for the 37th Fiscal Year (fromNovember 1, 2021 to October 31, 2022)

Matters to be resolved:
Proposal No. 1 – Partial Amendments to the Articles of Incorporation
Proposal No. 2 – Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory
Committee Members)
Proposal No. 3 – Approval for Issuance of Share Acquisition Rights as Stock Options for Directors(excluding Directors Who are Audit and Supervisory Committee Members andOutside Directors) and Employees of the Company as well as Directors andEmployees of its Subsidiaries- 1 -4. Guide to the Exercise of Voting Rights(1) When you exercise your voting rights in writing
Please indicate your approval or disapproval of each proposal on the enclosed voting rights exercise form
and return to arrive by the deadline specified on the previous page.
(2) When you exercise your voting rights via the Internet, etc.
Please read the Guide to the Exercise of Voting Rights via the Internet, etc. on pages 3 and 4 of theJapanese original of this notice, and enter your approval or disapproval of each proposal following theon-screen guidance by the deadline specified on the previous page.
(3) When you have exercised your rights multiple times
If you exercise your voting rights both in writing and via the Internet, etc., the exercise via the Internet,
etc. will be treated as a valid exercise of voting rights. If you exercise your voting rights multiple times
via the Internet, etc., the latest exercise will be treated as a valid exercise of voting rights.
(4) When you have a proxy attend the meeting
Please have the proxy present a written proof of his/her voting rights together with the voting rights
exercise form at the reception desk of the venue. The proxy must be another shareholder of the Company
who has voting rights as provided by the provisions of Article 16 of the Articles of Incorporation of theCompany.
Based on relevant laws and regulations and Article 15 of the Articles of Incorporation of the Company, following
items are disclosed on the Company’s website https://www.kobebussan.co.jp/ (available in Japanese only) and notincluded in the attachment to this notice.
(i) Consolidated Statements of Changes in Equity(ii) Notes to Consolidated Financial Statements(iii) Non-consolidated Statements of Changes in Equity(iv) Notes to Non-consolidated Financial Statements
Accordingly, the attachment of this notice is a part of Consolidated and Non-consolidated Financial Statements
which Audit and Supervisory Committee and Accounting Auditors respectively audited to prepare audit reports andaccounting audit reports.
When you attend the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk of thevenue.
Please note that any changes to the Reference Documents for the General Meeting of Shareholders, Business
Report, and Consolidated and Non-consolidated Financial Statements will be posted on the Company’s website
https://www.kobebussan.co.jp/ (available in Japanese only).

- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1 – Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) was enforced on September 1, 2022. Accordingly,
upon the introduction of the system for electronic provision of materials for general meetings of shareholders,the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provision of the Internet disclosure and deemed provision of the reference materials for the general
meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary
and will therefore be deleted.
(4) Supplementary provisions related to the effectiveness of the above provision to be deleted shall beestablished.
2. Details of the amendment
Details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments(Deleted)

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 15 (1) The Company may provide
information pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, non-consolidated
financial statements, consolidated
financial statements, and business
report by disclosing such information
through the Internet in accordancewith the provisions provided in the
Ordinance of the Ministry of Justice.
(2) When disclosing information as set
forth in the preceding paragraph, theCompany shall be deemed to haveprovided information concerning said
matters to shareholders in accordancewith the provisions provided in the
Ordinance of the Ministry of Justice.
(Newly established)(Measures for Electronic Provision, Etc.)
Article 15 (1) The Company shall, when convening ageneral meeting of shareholders,provide information contained in thereference documents for the general
meeting of shareholders, etc.
electronically.

- 3 -Current Articles of Incorporation

Proposed Amendments(2) Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy
to be sent to shareholders who haverequested it by the record date forvoting rights.

Supplementary provisions
Article 1

Supplementary provisions(Provisions omitted)

Article 1(Newly established)(Transitional Measures Related to Measures forElectronic Provision, Etc.)
Article 2 (1) Article 15 (Internet Disclosure andDeemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) of the current
Articles of Incorporation shall remain inforce with respect to a general meetingof shareholders to be held on a datewithin six months from September 1,
2022.
(2) This article shall be deleted after thelapse of three months from the date of
the general meeting of shareholders set
forth in the preceding paragraph.

- 4 -(Unchanged)

Proposal No. 2 – Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory Committee
Members)
The term of office of all six (6) Directors (excluding Directors Who are Audit and Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of six (6) Directors.
With regard to this proposal, the Audit and Supervisory Committee of the Company has determined that all
candidates for Directors are qualified.
The candidates for Directors are as follows.
Candidate
No.

1

Name
(Date of birth)

Hirokazu Numata(November 16, 1980)[Male][Reappointment]

Career summary, position, assignment, and significant
concurrent position(s)Joined the Company
Manager, STB Production Division
Director
President and Representative Director(current position)
Feb. 2018 Director in charge of Foodservice Promotion
Division (current position)(Significant concurrent position)
Director, Kobe Bussan (H.K.) Limited

Number ofshares of theCompany
held (shares)

Apr. 2009
Apr. 2010
Jan. 2011
Feb. 2012

6,985,000[Reason for nomination]
Hirokazu Numata has engaged in the management of the entire Kobe Bussan Group as President andRepresentative Director of the Company since 2012. Since the appointment, he has streamlined the businessportfolio to expand business and improve operational efficiency. As he has fulfilled his responsibilities by
successfully expanding sales with appropriate management judgment, the Company believes that he isappropriate as Director of the Company.

- 5 -Candidate
No.

Name
(Date of birth)

Career summary, position, assignment, and significant
concurrent position(s)Oct. 2001
Jan. 2007

2

Yasuhiro Tanaka(January 21, 1969)[Male][Reappointment]

Joined the Company
Manager, Business Management System
DivisionJan. 2008
Director
Dec. 2008 Executive Vice President
Feb. 2012 Executive Vice President and Representative
Director (current position)
Jul. 2013
Director in charge of Career Development
Department (current position)
Aug. 2016 Manager, Trading DivisionFeb. 2017 Manager, Corporate Planning Division
Jan. 2018
Director in charge of Corporate Planning
Department (current position)
Jan. 2019
Director in charge of General Affairs
Department
Manager and Director in charge of Legal
Affairs Department (current position)
Manager and Director in charge of System
Department (current position)
Director in charge of Accounting Department
Manager and Director in charge of BBQ
Business Department
Nov. 2020 Manager and Director in charge ofCommunication Design Department (current
position)
Nov. 2021 Director in charge of BBQ Business
Department (current position)
Mar. 2022 Manager and Director in charge of General
Affairs Department (current position)(Significant concurrent position)
Director, Kobe Bussan Myanmar Co., Ltd.

Number ofshares of theCompany
held (shares)

10,000[Reason for nomination]
Yasuhiro Tanaka has engaged in the management of the entire Kobe Bussan Group as Executive Vice President
and Representative Director of the Company since 2012. As he has fulfilled his responsibilities as the person in
charge of administrative departments by streamlining and improving efficiency of operations, which enabled theGroup to expand its business, the Company believes that he is appropriate as Director of the Company.

3

Yasuharu Kido
(December 3, 1970)[Male][Reappointment]

Jan. 2018
Jul. 2019
Jan. 2022

Joined the Company
Manager, Accounting Department
Director (current position)
Manager and Director in charge of
Accounting Department (current position)
Manager and Director in charge of Finance
Department (current position)

400[Reason for nomination]
Yasuharu Kido holds a wealth of experience and expertise accumulated over long years of service in accounting,and has served as Manager, Accounting Department of the Company since 2019. In addition to the management
and supervision of the division in charge, he has contributed to the growth of the Group’s business by forexample providing suggestions on business planning from the standpoint as Manager, Accounting Department.
Accordingly, the Company believes that he is appropriate as Director of the Company.

- 6 -Candidate
No.

Name
(Date of birth)

Career summary, position, assignment, and significant
concurrent position(s)Apr. 2005
Jan. 2007
Aug. 2012
Feb. 2013
Aug. 2015
Aug. 2016
Nov. 2017

4

Kazuo Asami(June 12, 1976)[Male][Reappointment]

Joined the Company
Director (current position)
Manager, STB Division
Manager, STB Plant Division
Manager, Plant Management Division
Manager, Agriculture Resources Division
Manager and Director in charge of Plant
Management Department (current position)
Manager and Director in charge of Domestic
Agriculture Resources Department (current
position)
Dec. 2017 Director in charge of R&D Department(current position)(Significant concurrent positions)
President and Representative Director, Kobe Bussan Eco
Green Hokkaido Co., Ltd.
President and Representative Director, Sekihara Sake
Brewery Co., Ltd.
President and Representative Director, Kikukawa Co., Ltd.

Number ofshares of theCompany
held (shares)

51,600[Reason for nomination]
Kazuo Asami holds a wealth of experience and track record in the fields of the management of the Group’s
plants and food product manufacturing. He has committed himself to developing private label products
manufactured by the Group’s domestic plants, which drive our business growth with strong support from ourcustomers. Accordingly, the Company believes that he is appropriate as Director.
Jul. 2002

5

Satoshi Nishida(March 4, 1978)[Male][Reappointment]

Joined the Company
Gyomu Super FC Operations DivisionSep. 2004 Manager, Yokohama OfficeJan. 2009
Director (current position)
Mar. 2015 Manager, Overseas Marketing Division
Aug. 2015 Manager, Overseas Operations System
Division
Oct. 2015 Manager, Import Retail Operations DivisionNov. 2017 Manager and Director in charge of Overseas
Marketing Department (current position)
Dec. 2017 Director in charge of Area East
Merchandising Department (current position)(Significant concurrent position)
President and Representative Director, Kobe Bussan Foods
Co., Ltd.

－[Reason for nomination]
Satoshi Nishida has held positions including Manager, Yokohama Office, and Manager of various businessdepartments. Based on a wealth of experience and knowledge accumulated from these positions, he has
contributed to the business expansion and overseas business development of the Group. With his capability inbusiness execution and promotion of business activities with a wide perspective, the Company believes that he isappropriate as Director of the Company.

- 7 -Candidate
No.

Name
(Date of birth)

Career summary, position, assignment, and significant
concurrent position(s)Jun. 2003
Apr. 2015
Jan. 2016
Nov. 2016
Nov. 2017

6

Akihito Watanabe(November 13, 1977)[Male][Reappointment]
Jan. 2018
Feb. 2018
Apr. 2018
Oct. 2019

Jan. 2022

Joined the Company
Manager, Yokohama Office (current
position)
Representative Director, Kobe Bussan Foods
LLC
Manager, Gyomu Super Kanto FC
Operations Division
Manager, Kanto FC Marketing Division
Manager, Gyomu Super FC Operations
Department, Area West Sales Division(current position)
Manager, FC Marketing Department, Area
West Sales Division (current position)
Manager, Gyomu Super FC Operations
Department, Area East Sales Division(current position)
Manager, FC Marketing Department, Area
East Sales Division (current position)
Director (current position)
Director in charge of Area East Sales
Division (current position)
Manager, Delicatessen Business Department(current position)
Director in charge of Area West Sales
Division (current position)
Manager, Customer Service Promotion
Department
Manager and Director in charge of Customer
Service Promotion Department (current
position)

Number ofshares of theCompany
held (shares)

3,800[Reason for nomination]
Akihito Watanabe has managed the Area West Sales Division and the Area East Sales Division, which theGroup’s mainstay Gyomu Super FC Operation Department and FC Marketing Department belong to, andcontributed to the expansion of the Gyomu Super Business. He has also launched a new business as Manager,
Delicatessen Business Department. Accordingly, the Company believes that he is appropriate as Director of theCompany, who manage the expansion of the Group’s business.
Notes: 1. None of the candidates for Directors has any special conflicts of interest with the Company.
2. The job titles are those at the time of appointment.
3. The Company has concluded a directors and officers liability insurance (the “D&O insurance”) contract
stipulated in Article 430-3, Paragraph (1) of the Companies Act with an insurance company, covering
legal damages and litigation expenses to be borne by the insureds due to execution of their duties(excluding certain cases that fall under the exemptions stipulated in the insurance contract). The
Company bears the D&O insurance premium in full. If the candidates are reelected, they will be
included in the insureds of the D&O insurance contract. The contract period of the D&O insurance isone (1) year, and we plan to renew it with a resolution of the Board of Directors before the expirationof that period.

- 8 -(Reference)
Skill Matrix for Directors (subject to approval of the election of all candidates for Directors)
Corporate
Finance/
Legal/
Management Accounting Governance

Sales/
Manufacturing IT/DigitalMarketing/R&D
technologies

Name

Position

GenderHirokazu
NumataPresident andRepresentative Director

Male

●

Yasuhiro
TanakaExecutive Vice President
and Representative
Director

Male●

Yasuharu
Kido

Director

Male

●

Kazuo
Asami

Director

Male●

Satoshi
NishidaDirector

Male

●

●

AkihitoWatanabe

Director

Male

●

●

Koichi
MasadaMari
Shibata
Fusao
TabataTakeshi
Ieki
Sachiko
NomuraDirector (Full-time Audit
and Supervisory
Committee Member)
Director (Audit andSupervisory Committee
Member)Director (Audit andSupervisory Committee
Member)Director (Audit andSupervisory Committee
Member)Director (Audit andSupervisory Committee
Member)

Male

●

●

●

●

●
●

●
●

Female

Male

●

Male

●
●

Female- 9 -Labor/HR●●Proposal No. 3 – Approval for Issuance of Share Acquisition Rights as Stock Options for Directors (excluding
Directors Who are Audit and Supervisory Committee Members and Outside Directors) and
Employees of the Company as well as Directors and Employees of its Subsidiaries
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company hereby requests approval
to delegate its authority to the Board of Directors to decide the subscription requirements for share acquisition rights
to be issued as stock options under particularly favorable conditions to Directors (excluding Directors who are Audit
and Supervisory Committee Members and Outside Directors; hereinafter, the same shall apply in this proposal) andemployees of the Company as well as directors and employees of its subsidiaries as described below. The purpose of
issuing such share acquisition rights is to incentivize and raise awareness among them of contributing to improving
the Group’s business performance, thereby increasing its corporate value.
At the 36th Annual General Meeting of Shareholders held on January 27, 2022, the amount of remuneration for
Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company was approved
to be up to five hundred (500) million yen (including up to thirty (30) million yen for Outside Directors) per year. At
the same shareholders’ meeting, the maximum amount of cash to be contributed by the Company as funds to acquire
shares of the Company during the initial trust period of about five (5) years under the Board Benefit Trust plan for
Directors was separately approved to be four hundred (400) million yen in total, and has remained the same to date.
In this proposal, the Company also seeks approval to grant share acquisition rights to up to six (6) Directors as
remuneration, etc., separately from the aforementioned amounts of remuneration.
The issuance of share acquisition rights to Directors of the Company falls under remuneration, etc. provided in Article
361, Paragraph 1, Item 4 of the Companies Act. Accordingly, the Company also asks for approval for the maximum
number of share acquisition rights to be allotted to Directors and other matters specified in Article 98-3 of theOrdinance for Enforcement of the Companies Act.
The reason for issuing share acquisition rights under particularly favorable conditions to Directors and employees of
the Company as well as directors and employees of its subsidiaries and the details of such share acquisition rights are
as describe below.
1. Reason for the issuance of share acquisition rights under particularly favorable conditions
The Company will issue share acquisition rights without contribution to Directors and employees of theCompany as well as directors and employees of its subsidiaries in order to incentivize and raise awareness among
them of contributing to improving the Group’s business performance, thereby improving its corporate value.
We believe that it is appropriate to grant share acquisition rights to Directors of the Company as theirremuneration as they are to be granted as stock options.
The fair value of the share acquisition rights shall be calculated using the Black-Scholes Model based on various
conditions on the date of allotment. The amount of share acquisition rights to be issued as remuneration for
Directors shall be the fair value of each share acquisition right on the date of allotment multiplied by the total
number of share acquisition rights to be allotted to Directors in office on that date.
2. Amount to be contributed for the share acquisition rights
No cash payment shall be required for the share acquisition rights.
3. Date of allotment of share acquisition rights
The decision shall be delegated to the Board of Directors of the Company.
4. Details of the share acquisition rights(1) Class and number of shares underlying the share acquisition rights
The upper limit shall be 2,300,000 shares of common stock of the Company.
In the case that the Company conducts a stock split or a stock consolidation, the number of underlying sharesshall be adjusted in accordance with the formula outlined below. However, such adjustment shall be madefor the number of shares underlying the share acquisition rights that have not been exercised at that point in
time, and any fraction of less than one (1) share resulting from the adjustment shall be omitted.
Number of shares
Number of shares=× Ratio of stock split or consolidation
after adjustment
before adjustment
In addition, in the event the Company engages in a merger, corporate split, share exchange or share transfer(hereinafter collectively, “Merger, etc.”), makes a gratis allotment of shares, or any other events where
adjustment of the number of underlying shares is required, the relevant number may be adjusted to areasonable extent, taking into consideration the conditions of the Merger, etc. and gratis allotment of shares.
- 10 -

(2) Total number of share acquisition rights
The total number of shares acquisition rights shall be no more than 23,000, of which the number to be
granted to Directors of the Company shall be up to 510. (The number of shares underlying each shareacquisition right shall be 100 shares of common stock; provided, however, that if a share number adjustment
set forth in (1) above is made, similar adjustment shall be applied.)
The above number is the number scheduled to be allotted. If the total number of share acquisition rights tobe allotted is decreased, such as in the case where any share acquisition rights have not been subscribed for,the total number of share acquisition rights to be allotted shall be the total number of share acquisition rights
to be issued.
(3) Value of assets to be contributed upon exercise of the share acquisition rights
The type of assets to be contributed upon exercise of the share acquisition rights hall be cash, and the amountshall be calculated by multiplying the amount to be contributed per share upon exercise of the shareacquisition rights (hereinafter, the “Exercise Price”) by the number of shares underlying each shareacquisition right. The Exercise Price shall be the closing price on the day on which the share acquisitionrights are allotted (or the closing price on the day immediately preceding the allotment date, if it is a holiday
or there are no transactions on that date).
If the Company conducts a stock split or a stock consolidation of shares of its common stock, the Exercise
Price shall be adjusted in accordance with the ratio of the stock split or consolidation using the following
formula, and any fraction of less than one (1) yen resulting from the adjustment shall be rounded up.
1
Exercise Price after
Exercise Price=×
adjustment
before adjustment
Ratio of stock split or consolidation
Additionally, if the Company newly issues shares of common stock or disposes of its treasury shares at a
price below the then-current market price (excluding (a) the sale of treasury shares pursuant to the provisionsof Article 194 of the Companies Act (Demand for sale to holder of shares less than one (1) unit), (b) the
conversion of securities to be or able to be converted into shares of common stock of the Company, and (c)the exercise of share acquisition rights (including those attached to bonds with share acquisition rights) thatallow the holder to demand the issuance of shares of common stock of the Company), the Exercise Priceshall be adjusted using the following formula, and any fraction of less than one (1) yen resulting from theadjustment shall be rounded up.
Exercise
Price after =adjustment

Number of shares
Amount to be paid in
Number of
Exercise×
to be issued
per shareshares+Price×outstanding
beforeMarket price per share before new issuanceadjustment
Number of shares outstanding + Number of shares to be issued

The “Number of shares outstanding” in the above formula shall be the total number of shares of common
stock of the Company issued less the number of treasury shares of common stock owned by the Company,
and in the case of disposition of treasury shares, the “Number of shares to be issued” shall be read as the“Number of treasury shares to be disposed of.”Furthermore, if the Company engages in a Merger, etc., the Exercise Price may be adjusted to a reasonable
extent, taking into consideration the conditions of gratis allotment of shares, etc.
(4) Exercise period of the share acquisition rights
The exercise period shall be from April 1, 2025 to October 31, 2031.
(5) Matters concerning share capital and legal capital surplus to be increased in the event of the issuance ofshares upon exercise of the share acquisition rights(i) The amount of share capital to be increased through issuance of shares upon exercise of the shareacquisition rights shall be an amount equivalent to a half of the maximum amount of increase in sharecapital, etc., calculated in accordance with Article 17, Paragraph 1 of the Regulation on Corporate
Accounting, and any fraction of less than one (1) yen resulting from the calculation shall be roundedup.
(ii) The amount of legal capital surplus to be increased through issuance of shares upon exercise of theshare acquisition rights shall be the amount obtained by subtracting the increase of share capital asprovided in (i) above from the maximum amount of increase in share capital, etc. as also provided in(i) above.
- 11 -

(6) Conditions for exercising the share acquisition rights(i) A holder of the stock acquisition rights (a “Right Holder”) must maintain the position of director,
corporate auditor, or employee of the Company, its subsidiaries or associates at the time of exercising
the rights. However, this shall not apply to cases where a director or corporate auditor has retired at the
expiration of his/her term of office, or an employee has retired upon reaching the retirement age. This
shall not apply to cases where the Board of Directors of the Company deems that there is justifiablereason, either.
(ii) The inheritance of the share acquisition rights shall not be permitted.
(iii) Any other conditions for exercising the share acquisition rights shall be as provided for in the Share
Acquisition Rights Allotment Agreement to be entered into between the Company and Right Holders
based on the resolutions of the Board of Directors and this General Meeting of Shareholders.
(7) Matters concerning acquisition of the share acquisition rights(i) In the event that a Right Holder becomes no longer eligible to exercise his/her share acquisition rights
as prescribed in (6) above, the Company may acquire the share acquisition rights without contribution.
(ii) In the event that a proposal for the approval of a merger agreement under which the Company shallbecome a non-surviving company, or a proposal for the approval of a share exchange agreement or ashare transfer plan under which the Company shall become a wholly-owned subsidiary of anothercompany is approved at a General Meeting of Shareholders of the Company, the Company may acquire
the share acquisition rights without contribution.
(8) Restriction on transfer of the share acquisition rights
Any acquisition of the share acquisition rights by transfer requires approval by a resolution of the Board of
Directors of the Company.
(9) Treatment of the share acquisition rights upon organizational restricting by the Company
In the event that the agreement or plan document established upon an organizational restriction stipulates
the issuance of share acquisition rights in stock companies as provided below, share acquisition rights insuch stock companies shall be issued in accordance with the ratio of the organizational restructure.
(i)Merger (limited to cases where the Company shall become a non-surviving company)
Stock company which survives the merger or stock company incorporated as a result of the merger(ii) Absorption-type corporate split
Stock company which succeeds all or part of the rights and obligations related to the absorbed businessof a company which conducts the absorption-type corporate split(iii) Incorporation-type corporate split
Stock company established as a result of the incorporation-type corporate split(iv) Share exchange
Stock company which acquires all of the shares issued by a company engages in the share exchange(v) Share transfer
Stock company established as a result of the share transfer(10) Rounding down of fractions resulting from exercise of the share acquisition rights
Any fractions of less than one (1) share included in the number of shares to be issued to Right Holders shallbe omitted.
(11) Matters concerning certificates of the share acquisition rights
The Company shall not issue any certificates of the share acquisition rights.
(12) Other details of the share acquisition rights
Other details regarding the share acquisition rights shall be determined, together with other subscription
requirements, at a meeting of the Board of Directors to be held in the future to resolve on the issuance ofshare acquisition rights for subscription.

- 12 -