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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities code 9260)
March 15, 2021
To Shareholders with Voting Rights:
Yoshiro Susaki
Chairman & President

Nishimoto Co., Ltd.
(Head office) 3-2-1, Nihonbashi Muromachi, Chuo-ku,
Tokyo, Japan(Registered main office) 4-1-38 Isobe-dori, Chuo-ku,
Kobe-shi, Hyogo Prefecture, JapanNOTICE OF THE 74TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 74th Annual General Meeting of Shareholders of Nishimoto Co., Ltd. (the“Company”) will be held for the purposes as described below.
In lieu of attending the meeting in person, you can exercise your voting rights either in writing or byelectronic means (via the Internet or other means). Please review the attached Reference Documents for the
General Meeting of Shareholders (pages 3 to 13) and exercise your voting rights in reference to the attached
Guidance on Exercising Voting Rights (pages 3 to 4 of the Japanese version).
1. Date and Time:
2. Place:

Tuesday, March 30, 2021 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m.)Hall at Muromachi Mitsui Hall & Conference on the third floor of Nihonbashi
Muromachi Mitsui Tower located at 3-2-1, Nihonbashi Muromachi, Chuo-ku,
Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
74th Fiscal Year (January 1, 2020 - December 31, 2020) and results of audits
by the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 74th Fiscal Year
(January 1, 2020 - December 31, 2020)
Proposals to be resolved:
Proposal No. 1:
Election of Four (4) Directors who are not Audit & Supervisory Committee
Members
Proposal No. 2:
Final Payment of Retirement Benefits in Association with Abolition of
Retirement Benefit Plan for Directors
Proposal No. 3:
Revision of Amount of Remuneration for Directors
Proposal No. 4:
Determination of Post-delivery Type Stock Remuneration for Directors~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~<Notes to Shareholders> When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
Please also bring this Notice of Convocation with you to conserve resources.
 Of the documents that need to be attached to this Notice of Convocation, the “Notes to Consolidated
Financial Statements” and “Notes to Non-consolidated Financial Statements” are posted on the
Company’s website (https://www.wismettac.com/ja/ir/stock/meeting.html) in accordance with
provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation andtherefore are not provided in this Notice of Convocation. Accordingly, the documents attached to thisNotice of Convocation are a part of those that were audited by the Audit & Supervisory Committee
and the Accounting Auditor in preparing their audit reports.

-1-





Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website(https://www.wismettac.com/ja/ir/stock/meeting.html).
A business policy briefing is scheduled to be held after the General Meeting of Shareholders. A part ofthe content of the meeting as well as the content of the business policy briefing will be posted on the
Company’s website at a later date.

<Request for Your Cooperation in Taking Measures to Prevent the Spread of COVID-19>
 If you are attending the meeting in person, please bring and wear a mask, have your body temperaturechecked, and apply alcohol-based sanitizers at the reception.
 Please note that a shareholder who has a fever or otherwise appears unwell or is uncooperative intaking measures to prevent the spread of COVID-19, including wearing a mask and sanitizing hands,
may not be admitted to the venue.
 Officers and administrative staff attending the meeting will check their health conditions, including
taking body temperature, in advance and wear masks in the meeting.
 The measures described above are subject to change, depending on the status of the spread of
COVID-19 and announcements made by the government or other relevant organizations during theperiod leading up to the meeting. If any operational changes are made, announcements will be postedon the Company’s website (https://www.wismettac.com/ja/ir/stock/meeting.html). Therefore, pleasecheck the website before attending the meeting in person.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Four (4) Directors who are not Audit & Supervisory Committee Members
The terms of office of all four (4) Directors who are not Audit & Supervisory Committee Members will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, we hereby
propose the election of four (4) Directors who are not Audit & Supervisory Committee Members.
There were no objections with respect to this Proposal as a result of deliberation in the Audit & Supervisory
Committee.
The candidates for Directors who are not Audit & Supervisory Committee Members are as follows:
No.

1

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
September 1980 Joined Morgan Bank, N.A., Tokyo Branch
September 1988 Director, the Company
May 1994
President
October 2000
Chairman, IPM Nishimoto Co., Ltd. (currently Wismettac Foods,
Yoshiro Susaki
Inc.)(January 18, 1958) March 2012
Chairman, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,Inc.) (current position)[Reappointment]
March 2017
Chairman & CEO, the Company
January 2019
Director, Wismettac Asian Foods, Inc. (current position)
Number of shares of
Director, Wismettac Asian Foods, Inc. (Canada) (current position)
the Company held
March
2020
Chairman & President CEO, the Company (current position)
2,910,000[Significant concurrent positions]
Chairman, Wismettac Foods, Inc.
Director, Wismettac Asian Foods, Inc.
Director, Wismettac Asian Foods, Inc. (Canada)[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Yoshiro Susaki was appointed Director of the Company in 1988 and has led the management of the Groupand its business expansion as President from 1994 to 2017, as Chairman & CEO thereafter, and as Chairman &President CEO since March 2020, and is fulfilling his duties and responsibilities properly in overallmanagement. He is expected to make contributions to enhancing the Group’s corporate value by capitalizing on
his many years of experience and insight in managing the Group to date. Therefore, the Company requests his
reelection as a Director who is not an Audit & Supervisory Committee Member.

-3-

No.

2

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1984
Joined Morgan Bank, N.A., Tokyo Branch
January 1990
Joined Continental Bank, N.A., Tokyo Branch
October 1993
Joined Nishimoto Trading Co., Ltd. (currently Wismettac Foods, Inc.)
October 2000
Transferred to IPM Nishimoto Co., Ltd. (currently Wismettac Foods,
Inc.)
April 2002
Director
March 2006
Managing Director
March 2009
Director & President, Shanghai IPM Co., Ltd.
March 2017
President, Wismettac Foods, Inc. (current position)
April 2017
Executive Officer, the Company
August 2017
Chairman & President, Shanghai IPM Co., Ltd. (current position)
March 2019
Director, the Company (current position)
Director, Wismettac Foods Shanghai Co., Ltd. (current position)
Hiroshi Tsujikawa
Director, NTC Wismettac Singapore Pte. Ltd. (current position)(February 20, 1960) March 2020
Director, Wismettac Nippon Foods Co, Ltd. (current position)
Director, NTC Wismettac Australia Pty Ltd. (current position)[Reappointment]
Director, NTC Wismettac Europe B.V. (current position)
Director, Wismettac Harro Foods Limited (current position)
Number of shares of
the Company held May 2020
Director, SSP Konsumgüter TRADE & CONSULT GmbH (current―
position)
July 2020
Director, COMPTOIRS DES 3 CAPS (current position)[Significant concurrent positions]
President, Wismettac Foods, Inc.
Chairman & President, Shanghai IPM Co., Ltd.
Director, Wismettac Foods Shanghai Co., Ltd.
Director, NTC Wismettac Singapore Pte. Ltd.
Director, Wismettac Nippon Foods Co, Ltd.
Director, NTC Wismettac Australia Pty Ltd.
Director, NTC Wismettac Europe B.V.
Director, Wismettac Harro Foods Limited
Director, SSP Konsumgüter TRADE & CONSULT GmbH
Director, COMPTOIRS DES 3 CAPS
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Hiroshi Tsujikawa joined the Group in October 1993, and has engaged mainly in sales divisions. He hasabundant experience and achievements in the Group’s business. Furthermore, after being appointed President of
Wismettac Foods, Inc., a principal Group company, in March 2017, he has contributed to expansion of theGroup’s business. Based on his experience and achievements, the Company judges that he is qualified to be a
Director who is not an Audit & Supervisory Committee Member. Therefore, the Company requests his
reelection as a Director who is not an Audit & Supervisory Committee Member.

-4-

No.

Name
(Date of birth)
April 1985
November 2011
April 2015
March 2016
April 2016
May 2017
February 2018
March 2019
Yuji Sasa(October 11, 1962)

March 2020

[Reappointment]
Number of shares of
the Company held
1,800
3

May 2020
July 2020

Career summary, positions, responsibilities
and significant concurrent positions
Joined The Nippon Credit Bank, Ltd. (currently Aozora Bank,Ltd.)
Director, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,
Inc.)
Director, Nishimoto Trading Group Foodstuffs Shanghai Co., Ltd.
(currently Wismettac Foods Shanghai Co., Ltd.)
Deputy General Manager, Group Administration Headquarters, theCompany
Executive Officer
Director & Officer, Vice President, Wismettac Asian Foods, Inc.
Officer, Vice President, Wismettac Asian Foods, Inc.
Director (Full-time Audit & Supervisory Committee Member), theCompany
Corporate Auditor, Wismettac Foods, Inc.
Director, the Company (current position)
Director, Wismettac Asian Foods, Inc. (current position)
Director, NTC Wismettac Singapore Pte. Ltd. (current position)
Director, Wismettac Nippon Foods Co, Ltd. (current position)
Director, NTC Wismettac Australia Pty Ltd. (current position)
Director, NTC Wismettac Europe B.V. (current position)
Director, Wismettac Harro Foods Limited (current position)
Director, SSP Konsumgüter TRADE & CONSULT GmbH (current
position)
Director, COMPTOIRS DES 3 CAPS (current position)[Significant concurrent positions]
Director, Wismettac Asian Foods, Inc.
Director, NTC Wismettac Singapore Pte. Ltd.
Director, Wismettac Nippon Foods Co, Ltd.
Director, NTC Wismettac Australia Pty Ltd.
Director, NTC Wismettac Europe B.V.
Director, Wismettac Harro Foods Limited
Director, SSP Konsumgüter TRADE & CONSULT GmbH
Director, COMPTOIRS DES 3 CAPS
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Yuji Sasa joined the Group in November 2011, and engaged mainly in administrative divisions as
Executive Officer and Director at the Company and its Group companies. Since March 2019, he had been in
charge of duties as a Director who is an Audit & Supervisory Committee Member such as the audit andsupervision of business execution. Since March 2020, he has overseen the overall administrative divisions of
the Group as a whole as a Director who is not an Audit & Supervisory Committee Member. Based on his
experience and achievements, he is expected to execute significant duties in the administrative divisions of theGroup as a whole. Therefore, the Company requests his reelection as a Director who is not an Audit &Supervisory Committee Member.

-5-

No.

4

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
December 1983 Joined Banco Bradesco SA
January 1985
Senior Manager, Andersen Consulting (currently Accenture)
March 1996
Information Systems Director, Toshiba America Electronic
Components, Inc.
December 1997 Vice President for Solution Services, i2 Technologies Japan, Inc.
(currently JDA Software Japan Co., Ltd.)May 2004
Chief Information Officer (CIO), Nissan Motor Co., Ltd.
April 2006
Corporate Vice President & CIO
Celso Guiotoko
April 2014
Senior Corporate Vice President & CIO(January 3, 1959)
June 2017
Statutory Auditor
March 2019
Executive Officer & Global Chief Digital Officer (CDO), the[Reappointment]
Company
Officer, Wismettac Asian Foods, Inc.
Number of shares of
Outside Director (Audit & Supervisory Committee Member),the Company held
Coca-Cola Bottlers Japan Holdings Inc. (current position)―
March 2020
Director, Global CDO, the Company (current position)
Director & Officer, Wismettac Asian Foods, Inc. (current position)
July 2020
Director, COMPTOIRS DES 3 CAPS (current position)[Significant concurrent positions]
Director & Officer, Wismettac Asian Foods, Inc.
Director, COMPTOIRS DES 3 CAPS
Outside Director (Audit & Supervisory Committee Member), Coca-Cola Bottlers Japan
Holdings Inc.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Celso Guiotoko has long and abundant experience in the field of information systems, as well as global
management experience. Since joining the Company in March 2019, he has promoted the digital transformation(DX) of the Company’s business as Global CDO. Based on his experience and achievements, he is expected to
execute significant duties in the transformation of the Company’s business. Therefore, the Company requests
his reelection as a Director who is not an Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between the candidates and the Company.
2. Mr. Yoshiro Susaki qualifies as “parent company, etc.” under Article 2, item (iv)-2 of the Companies
Act. He serves as Managing Director of Tatsumi Sangyo Co., Ltd., which is his subsidiary company, etc.
3. The Company has entered into a directors and officers liability insurance contract under which each of
the candidates for reappointment is insured. The contract shall cover any loss or damage that may arise
due to the insured person assuming responsibilities for the execution of his duties or receiving a claim
pertaining to the pursuit of such responsibilities (coverage limit under the master contract: uniformly 2billion yen for all insured persons). If the candidates assume the office of Directors who are not Audit &Supervisory Committee Members, the Company will continue to insure them under the said insurance
contract. As the term of the contract will expire during their terms of office, the Company intends toenter into an equivalent directors and officers liability insurance contract that continues to cover them as
insured persons.

-6-Reference: Overview of the Company’s New Director Remuneration Plan
The Company resolved at its Board of Directors’ meeting held on February 12, 2021, to revise theremuneration plan for the Group’s senior management executives, including the directors of the Company
and its subsidiaries (including overseas subsidiaries) for 2021 and onwards.
The overview of the new director remuneration plan is as follows.
1. Basic policy
 Approach to remuneration
Remuneration is designed to sufficiently increase the awareness and morale of the Group’s senior
management executives, including directors of the Company and its subsidiaries (including overseas
subsidiaries), for performance improvement and is designed in a way that can be reasonably explained tointernal and external stakeholders.
Remuneration is designed so that the Group’s senior management executives that are diversified innationality and other aspects will have a sense of unity and contribute to the sustainable growth of corporate
value for the Group as a whole.
 Levels of remuneration
The levels of remuneration shall be comparable to market standards in each country, by taking into accountglobal competitiveness in accordance with the responsibilities and experience of the Group’s senior
management executives, business performance, and other factors.
 Overview of remuneration structure
The remuneration plan consists of basic remuneration, annual deferral for retirement remuneration,short-term incentive bonus, and long-term incentive (stock-based remuneration).
 Remuneration governanceIn view of ensuring an appropriate level and structure of remuneration, the Company will deliberate on andmonitor the system of director remuneration and individual remunerations for Directors who are not Audit &Supervisory Committee Members on an ongoing basis by establishing the Remuneration Advisory
Committee whose majority members are Outside Directors.
2. Remuneration structure
We introduce a short-term incentive bonus as an incentive for activities that contribute to higher annual
performance and corporate value in each fiscal year, as well as a long-term incentive as an incentive forhigher corporate value and alignment with shareholders. By having both short-term and long-term incentives,
the structure is designed to function as healthy incentives.
In addition, based on the fact that directors of the overseas subsidiaries are covered by the retirement
benefit plan that is in place at each subsidiary, which is similar to that for its employees, we introduce annualdeferral for retirement remuneration for directors in Japan as well, setting aside a percentage of basic
remuneration equivalent to that for employees (10% of basic remuneration). In association with this, weabolish the existing retirement benefit plan for directors.
(1) Basic remuneration: An amount based on job responsibilities is paid monthly. The total amount of
remunerations stated in Proposal 3 (400 million yen for the Directors who are not Audit & Supervisory
Committee Members, and 80 million yen for the Directors who are Audit & Supervisory Committee
Members) shall not be exceeded.
(2) Annual deferral for retirement remuneration: An amount equivalent to 10% of basic remuneration is set
aside as consideration for the performance of duties, and the accumulated amount is calculated and paid
when a Director retires. If the Director has caused significant damage to the Group or committed aserious violation of the mandate agreement or the like, or any other event of similar nature has happened,
the Company may, by resolution of the Board of Directors or by deliberation of the Directors who are
Audit & Supervisory Committee Members, reduce the amount or decide not to pay the amount. The total
amount of remunerations stated in Proposal 3 (400 million yen for the Directors who are not Audit &Supervisory Committee Members, and 80 million yen for the Directors who are Audit & Supervisory
Committee Members) shall not be exceeded.

-7-

(3) Short-term incentive bonus: Incentive bonuses based on achievement of performance targets are paid to
Directors who are not Audit & Supervisory Committee Members from the perspective of maintaining acompetitive level of remuneration in the market. Standard bonus amount is set at around 20% to 50% of
basic remuneration according to their respective job responsibilities, and the amount of actual bonus isdecided based on each annual performance within a range of a minimum of 0% and a maximum of 200%of the standard bonus amount. The performance of the company, division (under the relevant Director’s
charge), and individual is set by job responsibility in ranges of 20% to 100%, 0% to 60%, and 0% to20%, respectively, and the performance results and bonus amounts are deliberated by the Remuneration
Advisory Committee. The performance results cover not only the single-year performance of the subject
fiscal year but also the subject fiscal year’s activity contributing to higher corporate value from themedium- to long-term viewpoints. The total amount of remunerations stated in Proposal 3 (400 million
yen for the Directors who are not Audit & Supervisory Committee Members) shall not be exceeded.
(4) Long-term incentive (stock-based remuneration): This is post-delivery type stock remuneration with no
performance achievement conditions attached, which is linked to corporate value and drive the sharing ofinterest with shareholders regardless of the stock price and business standing. From a viewpoint that it isa long-term incentive aimed at contributing to increasing medium- to long-term corporate value, thestock-based remuneration is designed to be vested after three years from the date of grant. The total
amount of remuneration stated in Proposal 4 (300 million yen for the Directors who are not Audit &Supervisory Committee Members, and 20 million yen for the Directors who are Audit & Supervisory
Committee Members) shall not be exceeded.
In association with the establishment of the director remuneration plan described above, we submit
Proposal 2 “Final Payment of Retirement Benefits in Association with Abolition of Retirement Benefit Plan
for Directors,” Proposal 3 “Revision of Amount of Remuneration for Directors,” and Proposal 4“Determination of Post-delivery Type Stock Remuneration for Directors” described in the following pages.

-8-

Proposal No. 2: Final Payment of Retirement Benefits in Association with Abolition of Retirement Benefit
Plan for Directors
As part of the revision of the director remuneration plan, the Company resolved at its Board of Directors’
meeting held on February 12, 2021, to abolish the retirement benefit plan for Directors at the conclusion ofthis meeting.
In association with this, we propose that, subject to the approval of Proposal 1, final retirement benefits of
up to 200 million yen in total be paid in accordance with certain standards of the Company to three (3)Directors, Mr. Yoshiro Susaki, Mr. Hiroshi Tsujikawa, and Mr. Yuji Sasa, among Directors who are not
Audit & Supervisory Committee Members to be reappointed, to reward their service during their terms ofoffice until the conclusion of this meeting. We also request that the specific amounts, timing, and method of
the payments be left to the Board of Directors.
The career summary of the subject Directors who are not Audit & Supervisory Committee Members is asfollows:
Name

Career Summary

Yoshiro Susaki

September 1988
May 1994
March 2017
March 2020

Director, the Company
President
Chairman & CEO
Chairman & President CEO (current position)

Hiroshi Tsujikawa

March 2019

Director, the Company (current position)

Yuji Sasa

March 2020

Director, the Company (current position)

In addition, we propose that final retirement benefits of up to 5 million yen in total be paid in accordancewith certain standards of the Company to Mr. Atsuhiko Kimura, a Director who is Audit & Supervisory
Committee Member in office, to reward his service during his term of office until the conclusion of thismeeting. We also request that the specific amount, timing, and method of the payment be left to thedeliberation by the Directors who are Audit & Supervisory Committee Members.
The career summary of Mr. Atsuhiko Kimura is as follows:
Name
Atsuhiko Kimura

Career Summary
March 2020

Director (Full-time Audit & Supervisory Committee
Member), the Company (current position)-9-

Proposal No. 3: Revision of Amount of Remuneration for Directors
At the Company’s 70th Annual General Meeting of Shareholders held on March 30, 2017, the total
amount of remunerations, bonuses, and other property benefits to be received by the Directors of theCompany in consideration of their performance of duties (“Remunerations”) was approved to be up to 300
million yen per year (excluding employee salaries and bonuses of Directors who concurrently serve as
employees) for the Directors who are not Audit & Supervisory Committee Members and up to 50 million
yen per year for the Directors who are Audit & Supervisory Committee Members.
We have recently decided to revise the director remuneration plan with the aim of driving sustainablegrowth of the Company’s medium- to long-term corporate value and further sharing of value withshareholders for Directors who are not Audit & Supervisory Committee Members, and in view of theincreased responsibility and broadened scope of work for Directors who are Audit & Supervisory
Committee Members to enhance the governance structure with the establishment of the Remuneration
Advisory Committee.
*For the overview of the new director remuneration plan, see pages 7 to 8.
In connection with the revision of the remuneration plan, we propose that the total amount of
remunerations for the Directors who are not Audit & Supervisory Committee Members be revised to not
more than 400 million yen per year (excluding employee salaries and bonuses of Directors who
concurrently serve as employees), which will cover basic remuneration, short-term incentive bonus, andannual deferral for retirement remuneration, and to not more than 80 million yen per year for the Directors
who are Audit & Supervisory Committee Members, which will cover basic remuneration and annualdeferral for retirement remuneration.
We also request that the remuneration amounts of individual Directors who are not Audit & Supervisory
Committee Members be left to the Board of Directors as before, and the remuneration amounts ofindividual Directors who are Audit & Supervisory Committee Members be left to the deliberation of the
Directors who are Audit & Supervisory Committee Members as before. The amounts for Directors who are
not Audit & Supervisory Committee Members will undergo the process of deliberation at the
Remuneration Advisory Committee, which will be newly established, prior to determination by resolutionof the Board of Directors.
If Proposal 1 is approved as proposed, the number of Directors who are not Audit & Supervisory
Committee Members will become four (4). We currently have three (3) Directors who are Audit &Supervisory Committee Members. Two (2) Outside Directors who are Audit & Supervisory Committee
Members will continue to receive fixed amounts of basic remuneration only.
In addition, separately from the total amounts of remunerations stated in this proposal, we would like tointroduce a post-delivery type stock remuneration plan as medium- to long-term stock price-linked
stock-based remuneration, which is proposed as the following Proposal 4.

- 10 -

Proposal No. 4: Determination of Post-delivery Type Stock Remuneration for Directors
In connection with the revision of the remuneration plan for Directors and separately from the new
remuneration limits for Directors pertaining to Proposal 3, we propose to introduce a post-delivery typestock remuneration plan (the “Plan”) under which shares of the Company’s common stock (“Company
Stock”) and money are allotted and provided after a specified period, the details of which are provided
below, to Directors who are not Audit & Supervisory Committee Members with the aim of providing themwith incentives to sustainably increase the Company’s corporate value and promoting further sharing ofvalue between Directors and our shareholders, and to Directors who are Audit & Supervisory Committee
Members (excluding Outside Directors) as consideration for their provision of advice that contributes tohigher corporate value. Also, we propose that the total amount of monetary remuneration claims andmoney to be provided to Directors under the Plan for allotment of Company Stock be set at up to 300
million yen per year for Directors who are not Audit & Supervisory Committee Members and up to 20
million yen per year for Directors who are Audit & Supervisory Committee Members (excluding Outside
Directors).
If Proposal 1 is approved as proposed, the number of Directors who are not Audit & Supervisory
Committee Members and are subjects of this proposal will become four (4). The number of Directors who
are Audit & Supervisory Committee Members and are subjects of this proposal is one (1), namely, Mr.
Atsuhiko Kimura.
Overview of the Plan and upper limits on the number of Company Stock
1. Allotment of Company Stock and payments therefor
The Company provides its Directors (excluding Outside Directors, the “Eligible Directors”) with units
corresponding to a specified period predetermined by the Board of Directors, in the case of Directors who
are not Audit & Supervisory Committee Members, and by deliberation by the Directors who are Audit &Supervisory Committee Members, in the case of Directors who are Audit & Supervisory Committee
Members. After expiration of a specified period that is three (3) years or more (the “Service Period”),
monetary remuneration claims and money that do not exceed the total amounts stated above are provided
based on resolution of the Board of Directors in the case of Directors who are not Audit & Supervisory
Committee Members, and based on deliberation by the Directors who are Audit & Supervisory Committee
Members in the case of Directors who are Audit & Supervisory Committee Members, respectively. By
delivering all the monetary remuneration claims by way of contribution in kind, each Eligible Director shallreceive the allotment of Company Stock in a number calculated based on the number of units granted by
the Company in advance. The amount to be paid in for Company Stock shall be decided by the Board of
Directors based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on thebusiness day immediately preceding the date of resolution by the Company’s Board of Directors on theissuance or disposal of the Company Stock (if no trades are executed on that day, the closing price of themost recent trading day prior to that date), within a price range not particularly advantageous to the
Directors who are to underwrite the Company Stock.
The above-mentioned monetary remuneration claims are provided on condition that Eligible Directors
have given their consent to the contribution in kind described above.
2. Calculation method of the number of Company Stock to be allotted and the amount of money to beprovided to each Eligible Director under the Plan
The Company calculates the number of Company Stock to be allotted and the amount of money to beprovided to each Eligible Director based on the following formulas.
(1) Number of units to be granted to each Eligible Director
Base amount (*1) ÷ Stock price at the time of grant (*2)
Any fraction of less than 100 units resulting from the calculation will be rounded up to the nearest 100
units. The number of Company Stock to be allotted according to the number of units is one share ofCompany Stock per unit.
(2) Number of Company Stock to be allotted to each Eligible Director(Number of units granted as calculated in (1) above) × 50%
Any fraction of less than 100 shares of Company Stock resulting from the calculation will be rounded up- 11 -

to the nearest 100 shares.
(3) Amount of money to be provided to each Eligible Director{(Number of units granted as calculated in (1) above) – Number of Company Stock calculated in (2)above} × Stock price at the time of delivery (*3)
Any fraction of less than one yen resulting from the calculation will be rounded up to the nearest one
yen.
(*1) The base amount shall be decided for each Eligible Director at the Board of Directors in the case of
Directors who are not Audit & Supervisory Committee Members or by deliberation by the
Directors who are Audit & Supervisory Committee Members in the case of Directors who are Audit& Supervisory Committee Members, in accordance with the level of job responsibility of each
Eligible Director.
(*2) The stock price at the time of grant shall be the average closing price of the Company’s common
stock on the Tokyo Stock Exchange during the one-month period preceding the day immediately
before the date of the Annual General Meeting of Shareholders in the year of grant.
(*3) The stock price at the time of delivery shall be the closing price of the Company’s common stockon the Tokyo Stock Exchange on the business day immediately preceding the date of resolution by
the Company’s Board of Directors pertaining to the issuance or disposal of stock to be provided
under the Plan (if no trades are executed on that day, the closing price of the most recent business
day prior to that date).
3. Total number of Company Stock
The total maximum number of Company Stock to be allotted to Eligible Directors under the Plan shall be
66,000 shares per year for Directors who are not Audit & Supervisory Committee Members and 4,000
shares per year for Directors who are Audit & Supervisory Committee Members.
However, after the date of the resolution of this proposal, in the event of a stock split of the Company’scommon stock (including allotment of shares of the Company’s common stock without contribution) or areverse stock split, or in other similar cases where the total number of Company Stock to be allotted
otherwise needs to be adjusted, the Company may reasonably adjust the total number of Company Stock.
4. Details of the Plan
(1) Details of the Plan
Under the Plan, a certain number of Company Stock and an amount of money calculated based on thenumber of units granted by the Company in advance shall be allotted and provided, on condition that
Eligible Directors are continuously in a position of either director, executive officer, or employee of theCompany or its subsidiaries during the Service Period and satisfy other requirements predetermined by the
Board of Directors, in the case of Directors who are not Audit & Supervisory Committee Members, or by
deliberation by the Directors who are Audit & Supervisory Committee Members, in the case of Directors
who are Audit & Supervisory Committee Members.
However, if the amount of monetary remuneration claims and money to be provided to Eligible Directors
for the allotment of Company Stock in the number described above is likely to exceed the total amountdescribed above, the Company shall reduce the number of Company Stock to be allotted and the amountof money to be provided, by a reasonable method such as pro-rata distribution, within a scope notexceeding the total amount.
In addition, if an Eligible Director retires or resigns from all of the positions of director, executive officer,
and employee of the Company and its subsidiaries before the expiration of the Service Period due togrounds that are found justifiable by the Board of Directors, in the case of Directors who are not Audit &Supervisory Committee Members, or by deliberation by the Directors who are Audit & Supervisory
Committee Members, in the case of Directors who are Audit & Supervisory Committee Members, thenumber of Company Stock to be allotted and the amount of money to be provided as well as the timing ofproviding them shall be reasonably adjusted as necessary.
(2) Handling upon reorganization, etc.
If a proposal on a merger agreement under which the Company becomes the disappearing company, astock exchange agreement or stock transfer plan or any other plans related to reorganization, etc. underwhich the Company becomes a wholly-owned subsidiary is approved by a general meeting of shareholdersof the Company (or resolution by the Board of Directors if approval of such reorganization, etc. by ageneral meeting of shareholders of the Company is not required) during the Service Period, the Company- 12 -

shall allot Company Stock and provide money to Eligible Directors, prior to the effective date of suchreorganization, etc. in the number and amount reasonably determined by resolution of the Board of
Directors, in the case of Directors who are not Audit & Supervisory Committee Members, and by
deliberation by the Directors who are Audit & Supervisory Committee Members, in the case of Directors
who are Audit & Supervisory Committee Members, based on the period from the start date of the Service
Period to the date of approval of such reorganization, etc.
(3) Other
If an Eligible Director retires or resigns from all of the positions of director, executive officer, andemployee of the Company and its subsidiaries before the expiration of the Service Period (excluding casesthat are found justifiable by the Board of Directors in the case of Directors who are not Audit &Supervisory Committee Members or by deliberation by the Directors who are Audit & Supervisory
Committee Members in the case of Directors who are Audit & Supervisory Committee Members) or if an
Eligible Director has engaged in certain misconduct or illegal acts predetermined by the Company’s Boardof Directors, the Company shall not allot Company Stock or provide money, nor shall the Company
provide monetary remuneration claims for the allotment of Company Stock.
(Reference)
After the conclusion of this meeting, the Company intends to allot Company Stock and provide money
under plans similar to the Plan described above to the Company’s Executive Officers and certain employees
specified by the Company, as well as directors, executive officers, and certain employees specified by theCompany, of the Company’s subsidiaries.

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