This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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: 5269
June 14, 2021
To Shareholders with Voting Rights
AMIYA Katsuhiko
Representative Director, Chairman and President
NIPPON CONCRETE INDUSTRIES CO., LTD.
4-6-14, Shibaura, Minato-ku, Tokyo, JapanNOTICE OF
THE 90th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 90th Annual General Meeting of Shareholders of NIPPON CONCRETE
INDUSTRIES CO., LTD. (the “Company”) will be held as described below.
To prevent the spread of COVID-19 infection, we request that you refrain from attending this General
Meeting of Shareholders in person and instead exercise your voting rights in writing in advance. Please
review the attached Reference Documents for the General Meeting of Shareholders, indicate your approvalor disapproval of the proposals on the enclosed Voting Rights Exercise Form and return it so that it arrivesby 5:15 p.m. on Monday, June 28, 2021, Japan standard time.
1. Date and time:
2. Place:

Tuesday, June 29, 2021 at 10 a.m. Japan standard time
(The reception desk opens at 9:00 a.m.)
Conference Room on the 1st floor of the Company
NC Shibaura Building, 4-6-14, Shibaura, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 90th fiscal year
(April 1, 2020 to March 31, 2021), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & SupervisoryBoard
2.
Non-consolidated Financial Statements for the 90th fiscal year (April 1, 2020
to March 31, 2021)
Matters to be resolved:
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Revision of the Performance-linked Stock Compensation Plan for Directorsˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ


If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.
The matters below are posted on the Company’s website (https://www.ncic.co.jp/) in accordance with laws andregulations and Article 15 of the Articles of Incorporation of the Company, and therefore are not contained in thisNotice.
1) “Business Progress and Results,” “Issues to be Addressed,” “Status of the Property and Profits and Losses,”and “Basic Policy on Control over the Company,” which are part of the Business Report
2) “Consolidated Balance Sheet,” “Consolidated Statement of Income,” “Consolidated Statement of Changes in
Equity” and “Notes to the Consolidated Financial Statements”
3) “Non-consolidated Balance Sheet,” “Non-consolidated Statement of Income,” “Non-consolidated Statementof Changes in Equity” and “Notes to the Non-consolidated Financial Statements”

1




4) “Independent Auditor’s Report on the Consolidated Financial Statements,” “Independent Auditor’s Report”
and “Audit Report”
Therefore, part of the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by Audit & Supervisory Board Members and the Accounting Auditor in preparing
their respective audit reports are only posted on the Company’s website.
Regarding the matters stated above, the Company will send the printed documents to shareholders who wish tohave them. If you wish to have them sent to you, please contact the Corporate Planning & Administration
Department of the Company (Tel: +81-3-3542-1025).
Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements will be posted on the
Company’s website.
We will adopt the Cool Biz policy and dress casually on the day of the Meeting.

2

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

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of eight (8) Directors is proposed.
Regarding nomination of candidates for Director, in order to ensure fairness and transparency, the Boardof Directors seeks advice of the Nomination Advisory Committee, a voluntary body, which is chaired by an
Independent Outside Director and a majority of whose members are Independent Outside Officers. The
Nomination Advisory Committee deliberates on and submits a draft nomination proposal it has approved to
the Board of Directors. The proposal was finalized by the resolution of the Board of Directors.
The candidates for Director are as follows:
No.

Current positions and responsibilities at theCompany
Representative Director, Chairman and President
Responsible for execution of overall management;
Head of Sales Headquarter;
Chairman of the Board of Directors;
Member of Nomination Advisory Committee;
Chairman of Remuneration Advisory Committee
Director, Senior Managing Executive Officer
Responsible for Headquarters (overall Business
Administration and overall Production
Management), Sales Headquarter, and Sales(International Business)

Name

1

Reappointment

AMIYA Katsuhiko

2

Reappointment

TSUKAMOTO Hiroshi

3

Reappointment

NAITO Yoshihiro

4

Reappointment

IMAI Shoichi

5

Reappointment

KODERA Mitsuru

6

Reappointment

YAGI Isao

Outside Director
Independent Director

7

Reappointment

MAZUKA Michiyoshi

Outside Director
Independent Director

8

Reappointment

ISHIZAKI Nobunori

Outside Director
Independent Director

Director, Senior Managing Executive Officer

3

Director, Managing Executive Officer
Responsible for Headquarter (Business
Administration)
Director, Executive Officer
Responsible for Headquarter (Engineering
Development & Designing);
General Manager of Engineering Development &Designing Department
Director
Member of Nomination Advisory Committee;
Member of Remuneration Advisory Committee
Director
Chairman of Nomination Advisory Committee;
Member of Remuneration Advisory Committee
Director
Member of Remuneration Advisory Committee

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1968
June 1997

1

Number ofshares of theCompany held

Joined the Company
General Manager, Corporate Planning &Administration Department, the Company
June 1998
Director, the Company
June 2001
Managing Director, the Company
June 2005
Senior Managing Director, the Company
AMIYA KatsuhikoJune 2006
Representative Director and President, the(August 23, 1943)
Company
226,800
June 2015
Representative Director, Chairman and CEO, theCompany(Reappointment)
June 2018
Director and Chairman, the Company
Director, Hokkaido Concrete Industries Co., Ltd.
(current position)
June 2019
Representative Director and Chairman, theCompany
June 2020
Representative Director, Chairman and President,
the Company (current position)[Reason for nomination as candidate for Director]
After joining the Company, Mr. AMIYA Katsuhiko was engaged in business administration departments. Ever
since his assumption of office as Director in 1998, he has long been appropriately supervising management,
having served as Representative Director and President and Representative Director, Chairman and CEO.
Currently, as Representative Director, Chairman and President, he is serving as Chairman of the Board of
Directors and is emphasizing corporate governance. He has been striving to achieve sustainable enhancement ofcorporate value through implementation of the corporate philosophy. Therefore, the Company proposes his
reelection as Director.

4

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
June 2011

TSUKAMOTO
Hiroshi(February 15, 1965)(Reappointment)
2

Joined the Company
Representative Director and President, NC East
Japan Concrete Industries Co., Ltd.
July 2014
General Manager, Production Management
Department, the Company
June 2015
Executive Officer, General Manager, Production
Management Department, the Company
June 2016
Executive Officer, the Company
June 2020
Director, Senior Managing Executive Officer, theCompany (current position)
Representative Director and President, NC Kyushu
Co., Ltd. (current position)
Director, Kyushu Kouatsu Concrete Industries Co.,
Ltd. (current position)[Significant concurrent positions] Representative Director and President, NC Kyushu Co., Ltd.

Number ofshares of theCompany held

17,600[Reason for nomination as candidate for Director]
Mr. TSUKAMOTO Hiroshi has in-depth knowledge concerning production management and operation ofplants. He has long been responsible for overall production management and has been vigorously tackling
productivity enhancement and cost reduction. Since his assumption of office as Director in 2020, he has been
responsible for business administration and international business. He has in-depth understanding of theGroup’s Corporate Philosophy and Our Code of Conduct. In view of his capabilities, insight, experience, andprobity, the Company believes he will contribute to the Company’s enhancement of corporate value andsustainable growth. Therefore, the Company proposes his reelection as Director.

5

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1974

3

Number ofshares of theCompany held

Joined Tokyo Electric Power Company (currently
Tokyo Electric Power Company Holdings,
Incorporated (TEPCO))
June 2004
General Manager, Materials & Procurement Dept.,
TEPCO
June 2006
Executive Officer and General Manager, Chiba
Branch, TEPCO
June 2008
Managing Director, TEPCONAITO Yoshihiro
June
2012
Director, Representative Executive Vice President,(July 22, 1950)
22,500TEPCO
June 2013
Director, Audit Committee Member, TEPCO(Reappointment)
April 2014
Director, Audit Committee Chair, TEPCO
May 2015
Representative Director and Chairman, JERA Co.,Inc.
July 2016
Counsellor, Kandenko Co., Ltd.
June 2018
Director, the Company
June 2019
Director, Senior Managing Executive Officer, theCompany (current position)[Reason for nomination as candidate for Director]
Having served as Representative Executive Vice President and in other key positions at an electric utility, Mr.
NAITO Yoshihiro has a wealth of experience and extensive knowledge as a corporate manager. At theCompany, he is responsible for execution of overall management as Director, Senior Managing Executive
Officer. In view of his capabilities, insight, experience, and probity, the Company believes he will contribute to
the Company’s enhancement of corporate value and sustainable growth. Therefore, the Company proposes his
reelection as Director.

6

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983

IMAI Shoichi(January 6, 1960)(Reappointment)
4

Joined Chichibu Cement Co., Ltd. (currently
Taiheiyo Cement Corporation)
October 2006
Leader, Accounting Team, Accounting Dept.,
Taiheiyo Cement Corporation
December 2009 General Manager, Accounting & Finance
Department, the Company
June 2011
Executive Officer, General Manager, Accounting& Finance Department, the Company
June 2013
Director, Executive Officer, General Manager,
Accounting & Finance Department, the Company
Representative Director and President, NC
Management Service Co., Ltd. (current position)
June 2015
Director, Executive Officer, General Manager,
Business Administration Department, theCompany
June 2016
Director, Executive Officer, the Company
June 2017
Director, Managing Executive Officer, theCompany (current position)
June 2018
Director, Nihon Network Support Co., Ltd.
(current position)[Significant concurrent positions] Representative Director and President, NC Management Service
Co., Ltd.

Number ofshares of theCompany held

40,000[Reason for nomination as candidate for Director]
Mr. IMAI Shoichi has in-depth knowledge concerning finance and accounting and is responsible for businessadministration departments. He has in-depth understanding of the Group’s Corporate Philosophy and Our Codeof Conduct. He is vigorously engaged in IR and is striving to thoroughly communicate with stakeholders. Inview of his capabilities, insight, experience, and probity, the Company believes he will contribute to theCompany’s enhancement of corporate value and sustainable growth. Therefore, the Company proposes his
reelection as Director.

7

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1992

Number ofshares of theCompany held

Joined the Company

June 2010

KODERA Mitsuru(July 17, 1966)(Reappointment)

5

General Manager, Engineering Development &Designing Department (III), the Company
June 2013
Representative Director and President, NC Kanto
Pile Manufacturing Co., Ltd.
June 2015
Executive Officer, General Manager, Engineering
Development & Designing Department, theCompany
Director, Nihonkai Concrete Industries Co. (current
position)
June 2020
Director, Executive Officer, General Manager,
Engineering Development & Designing
Department, the Company (current position)
Representative Director and President, NC SteelCo., Ltd. (current position)[Significant concurrent positions] Representative Director and President, NC Steel Co., Ltd.

10,700[Reason for nomination as candidate for Director]
Concurrently serving as General Manager of Engineering Development & Designing Department, Mr.
KODERA Mitsuru has in-depth knowledge concerning engineering and design of products and construction
methods and is responsible for the corresponding departments. He has in-depth understanding of the Group’s
Corporate Philosophy and Our Code of Conduct. He is vigorously engaged in development of new products andnew construction methods. In view of his capabilities, insight, experience, and probity, the Company believes
he will contribute to the Company’s enhancement of corporate value and sustainable growth. Therefore, theCompany proposes his reelection as Director.

8

No.

Name
(Date of birth)

YAGI Isao(May 15, 1942)

6

Career summary, positions, responsibilities,
and significant concurrent positions
April 1965
June 1993
June 1997

June 1999[Reappointment]
June 2003[Outside Director][Independent Director]
May 2011
June 2011

Joined All Nippon Airways Co., Ltd. (ANA)
Director, ANA
Managing Director and General Manager, General
Affairs Headquarters, ANA
Representative Director and Vice President, ANA
CEO and President, All Nippon Airways Trading
Co., Ltd.
Counsellor, Japan Aeronautic Association
Director, the Company (current position)

Number ofshares of theCompany held

42,600[Reason for nomination as candidate for Outside Director and overview of the expected role]
Having served as Representative Director and Vice President of All Nippon Airways Co., Ltd. and CEO andPresident of All Nippon Airways Trading Co., Ltd., Mr. YAGI Isao has a wealth of experience and extensive
knowledge as a corporate manager. The Company can expect to receive appropriate advice from him on overallmanagement from an independent standpoint and believes he will contribute to the Company’s further
enhancement of corporate governance. Therefore, the Company proposes his reelection as Outside Director.
April 1968
April 1971
June 2001

7

Joined Fujitsu FACOM Co., Ltd.
Transferred to Fujitsu Limited
Director and Head of East Japan Sales Business
Unit, Fujitsu Limited
June 2005
Senior Managing Director, Fujitsu Limited
June 2006
Representative Director and Vice President, Fujitsu
LimitedJune 2008
Representative Director and Chairman, Fujitsu
LimitedMAZUKA Michiyoshi
September 2009 Representative Director, Chairman and President,(October 17, 1943)
Fujitsu Limited
June
2014
Director and Advisor, Fujitsu Limited[Reappointment][Outside Director]
June 2015
Director, the Company (current position)[Independent Director] June 2016
Advisor, Fujitsu Limited
Outside Director, AMADA CO., LTD. (current
position)
April 2018
Senior Advisor, Fujitsu Limited
June 2018
Outside Director, Tsukishima Kikai Co., Ltd.
(current position)[Significant concurrent positions] Outside Director, AMADA CO., LTD.
 Outside Director, Tsukishima Kikai Co., Ltd.

24,600[Reason for nomination as candidate for Outside Director and overview of the expected role]
Having served as Chairman, President and Representative Director of Fujitsu Limited, Mr. MAZUKA
Michiyoshi has a wealth of experience and extensive knowledge as a corporate manager. The Company can
expect to receive appropriate advice from him on overall management from an independent standpoint andbelieves he will contribute to the Company’s further enhancement of corporate governance. Therefore, theCompany proposes his reelection as Outside Director.

9

Name
(Date of birth)

No.

Career summary, positions, responsibilities,
and significant concurrent positions
March 1978

8

Completed the legal apprentice training course(30th term)
April 1978
Joined Nobuo Takai Law Firm
August 1984
Representative, Nobunori Ishizaki Law Firm
June 1996
Senior Executive Member, Management Lawyers
ISHIZAKI Nobunori
Council (current position)(July 16, 1948)
January 2002
Member of Labor Deliberation Committee,
Cabinet's Task Force on Judicial Reform[Reappointment]
October 2002
Vice Chairman, Labor Legislation Committee,[Outside Director]
Japan Federation of Bar Associations[Independent Director]
April 2011
Representative Attorney, ISHIZAKI &YAMANAKA Law Firm (current position)
June 2017
Director, the Company (current position)[Significant concurrent positions] Representative Attorney, ISHIZAKI & YAMANAKA Law Firm

Number ofshares of theCompany held

13,600[Reason for nomination as candidate for Outside Director and overview of the expected role]
An expert on labor law, Mr. ISHIZAKI Nobunori is an attorney at law with a wealth of experience andextensive knowledge. The Company can expect to receive appropriate suggestions from him on overallmanagement, including management issues such as work style innovation, and management supervision froman independent standpoint and believes he will contribute to the Company’s further enhancement of corporate
governance. Therefore, the Company proposes his reelection as Outside Director.
Notes:

1. Current positions and responsibilities at the Company of candidates who are currently Directors of theCompany are as indicated on the list of candidates for Director on page 3 of the Reference Document.
2. No special interest exists between any of the candidates and the Company.
3. Mr. YAGI Isao, Mr. MAZUKA Michiyoshi, and Mr. ISHIZAKI Nobunori are candidates for Outside
Director.
4. Mr. YAGI Isao, Mr. MAZUKA Michiyoshi, and Mr. ISHIZAKI Nobunori are currently Outside Directorsof the Company. The number of years since assumption of office as the Company’s Outside Director will
be as follows. Mr. YAGI Isao will have been in office as Outside Director for 10 years at the conclusion ofthis General Meeting of Shareholders, Mr. MAZUKA Michiyoshi for 6 years, and Mr. ISHIZAKI
Nobunori for 4 years.
5. The Company has designated Mr. YAGI Isao, Mr. MAZUKA Michiyoshi, and Mr. ISHIZAKI Nobunori as
independent directors based on the stipulations by the Tokyo Stock Exchange. If their reelection isapproved, they will remain independent directors.
In addition to the independence criteria stipulated by the Tokyo Stock Exchange, if any of the following
applies to a person, the Company judges that such person is not independent. None of the following
applies to Mr. YAGI Isao, Mr. MAZUKA Michiyoshi, and Mr. ISHIZAKI Nobunori.
(1) A person to whom any of the following currently applies:
1) A major shareholder of the Company (shareholder who holds 10% or more of voting rights) or an
executive of such shareholder
2) An entity that is a business partner of the Company whose amount of transactions with the Company
in the most recent fiscal year exceeds 3% of the Company’s consolidated net sales for that year or an
executive thereof3) An entity where the Company is its business partner and whose amount of transactions with theCompany in the most recent fiscal year exceeds 3% of the Company’s consolidated net sales for thatyear or an executive thereof

104) A financial institution or other major creditor, which is indispensable for the Company’s financing
and on which the Company is dependent to the extent that there is no substitute, or an executive
thereof5) A certified public accountant who is the Accounting Auditor of the Company or an employee of theaudit firm that is the Accounting Auditor of the Company
6) A person who has received a donation amounting to 10 million yen or more in the most recent fiscal
year from the Company or an executive thereof7) A lawyer, certified public accountant, certified tax accountant, a consultant or the like who received
money or financial benefits exceeding 10 million yen from the Company in the most recent fiscal
year other than officer remuneration or an executive thereof(2) A person to whom any of (1) 1)-7) above applies at any point in time during the past three years
6. In accordance with Article 427 Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany, the Company has entered into liability limitation agreements with Mr. YAGI Isao, Mr.
MAZUKA Michiyoshi, and Mr. ISHIZAKI Nobunori to limit their liability for damages. The amount ofliability for damages in accordance with the agreement is limited to the amount stipulated by laws andregulations. If their reelection is approved, the Company intends to continue the liability limitationagreements with them.
7. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article
430-3, Paragraph 1 of the Companies Act, with an insurance company, which covers damages that may
arise when the insured assumes liability arising from the execution of his or her duties (however, cases towhich exemptions specified by the insurance contract apply are not covered). If the candidates for Director
are elected and assume office, all the Directors will become the insured under the said insurance contract.
The Company intends to renew the said insurance contract with the same contents at the next renewal.

11Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. INOUE Toshikatsu will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit &Supervisory Board Member is proposed.
The candidate for Audit & Supervisory Board Member is as follows.
The Company has obtained a prior consent of the Audit & Supervisory Board regarding this proposal.
Name(Date of birth)

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1978

Joined The Industrial Bank of Japan, Ltd.
(currently Mizuho Bank, Ltd.)
April 2005
Deputy General Manager, Operational Audit
Division, Mizuho Bank, Ltd.
June
2008
Executive Officer, General Manager, Corporate
INOUE Toshikatsu
Planning & Administration Department, the(April 28, 1955)
Company
68,200June 2009
Director, Executive Officer, the Company(Reappointment)
June 2015
Director, Executive Officer, General Manager,
Environment & Energy Business Department, theCompany
June 2016
Audit & Supervisory Board Member (Standing),
the Company (current position)[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. INOUE Toshikatsu has knowledge of finance and accounting based on his many years of service atfinancial institutions. After joining the Company, he supervised Business Administration, Foundation Business,
and Concrete Product Business departments as Director. Based on such experience, he has in-depth
understanding of the Company. In view of his capabilities, insight, experience, and probity, the Company
believes he is eminently suited to serve as Audit & Supervisory Board Member. Therefore, the Company
proposes his reelection as Audit & Supervisory Board Member.
Notes:

1. No special interest exists between the candidate and the Company.
2. In accordance with Article 427 Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany, the Company has entered into a liability limitation agreement with Mr. INOUE Toshikatsu tolimit his liability for damages. The amount of liability for damages in accordance with the agreement islimited to the amount stipulated by laws and regulations. If his reelection is approved, the Company
intends to continue the liability limitation agreement with him.
3. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article
430-3, Paragraph 1 of the Companies Act, with an insurance company, which covers damages that may
arise when the insured assumes liability arising from the execution of his or her duties (however, cases towhich exemptions specified by the insurance contract apply are not covered). If Mr. INOUE Toshikatsu iselected and assumes office, he will become the insured under the said insurance contract. The Company
intends to renew the said insurance contract with the same contents at the next renewal.

12Proposal 3:

Revision of the Performance-linked Stock Compensation Plan for Directors

1. Reasons that the Company considers revision of the Plan is appropriate
The Company introduced a performance-linked stock compensation plan (hereinafter referred to as the“Plan”) for the Company’s Directors (excluding Outside Directors; hereinafter the same applies in this
proposal) based on the approval and resolution at the 84th Annual General Meeting of Shareholders held on
June 26, 2015. Under the Plan the Company’s shares and cash equivalents of such shares at their market
value (hereinafter collectively referred to as “Company’s Shares etc.”) are delivered and paid (hereinafterreferred to as “Delivery etc.”) to eligible Directors according to the degree of achievement of theCompany’s performance targets. Under this proposal, partial revision to the Plan and continuation of thePlan are proposed.
The revision of the Plan will make the linkage between Directors’ remuneration, the Company’s
financial performance, and shareholder value clearer, further enhance Directors’ motivation to achieve
better performance over the medium to long term and awareness about their contribution to an increase ofshareholder value, and further deepen the sharing of interest with shareholders, and moreover, is in linewith the Company’s policy on determination of the remuneration plan. Therefore, the Company believes
that the revision is appropriate.
If Proposal 1 “Election of Eight (8) Directors” is approved as proposed, the number of Directors eligible
for the Plan after the revision will be five (5).
2. Details of the Plan after the revision(1) Overview of the current plan
The Plan covers three (3) fiscal years corresponding to the period covered by a medium-term management
plan (hereinafter referred to as the “Applicable Period”). The Plan is a stock-based compensation plan
whereby the Company’s shares are acquired through a trust using funds contributed by the Company, andDelivery etc. of the Company’s Shares etc. is executed according to the degree of achievement of theCompany’s performance targets through the trust to the Directors of the Company.
(2) Details of the revision
The purpose of the revision of the Plan is to make linkage between Directors’ remuneration and theCompany’s financial performance and enhance Directors’ awareness about their contribution toenhancement of performance over the medium to long term and an increase of corporate value, leading tofurther deepening of the sharing of interest with shareholders.
To this end, the following revisions will be made to the Plan to continue the Plan.

131) Method of calculation of the number of the Company’s Shares etc. to be delivered by the Plan
Before revision
After revision<Each fiscal year><Each fiscal year>•
Points will be awarded in each fiscal year,•
Points determined (hereinafter referred to as
according to job titles and the degree of“Base Points”) according to job titles will beachievement of targets for consolidated net
awarded in each fiscal year.
sales and consolidated ordinary profit and<After completion of the Applicable Period >Delivery etc. of the Company’s Shares etc. will •After the Applicable Period ends, a portion of
be executed after each fiscal year.
the Base Points accumulated during the<After completion of the Applicable Period >Applicable Period (hereinafter referred to as•
Points will be awarded according to job titles by“Performance-linked Points”) will fluctuate in
the end of the period covered by thethe range from 0-150% by applying the
medium-term management plan and the degree
performance-linked coefficient to beof achievement of targets for consolidated net
determined based on the degree of achievement
sales and consolidated ordinary profit specifiedof the medium-term management plan duringin the medium-term management plan and
the Applicable Period. (Of the Base Points,
Delivery etc. of the Company’s Shares etc. will
points that are not performance-linked are
be executed after the period covered by thereferred to as “Fixed Points.”)
medium-term management plan ends.
•
Performance indicators are consolidated
ordinary profit and the rate of change of theCompany’s market capitalization.
•
Upon retirement of a Director, Delivery etc. of
the Company’s Shares etc. corresponding to the
cumulative number of points awarded during
the Applicable Period will be executed. (Referto 3) below for the timing of Delivery etc. of theCompany’s Shares etc.)[Reasons for revision of this item]
The purpose of the Performance-linked Points is to enhance Directors’ awareness about their contribution toenhancement of performance over the medium to long term and an increase of corporate value. The
purpose of the Fixed Points is to strengthen the sharing of interest with shareholders throughshareholding of Directors. Moreover, performance indicators will be the following: consolidated
ordinary profit, which indicates earnings power of the Group as a whole over the medium to long term,
and the ratio of change of the Company’s market capitalization to take the scale of the business into
consideration, from the viewpoint of linkage with the interest of shareholders.

142) Maximum number of the Company’s Shares etc. to be delivered by the Plan
Before revision
After revision<Applicable Period consisting of 3 fiscal years><Applicable Period consisting of 3 fiscal years>
145,000 points (shares)
200,000 points (shares)[Breakdown][Breakdown]•
Annual points: 38,000 points (shares)•
Performance-linked points: 150,000 points•
Points upon completion of the plan for the(shares) / 3 fiscal years
Applicable Period (3 fiscal years): 31,000•
Fixed points: 50,000 points (shares) / 3 fiscal
points (shares)
years[Reasons for revision of this item]
The maximum number of the Company’s shares to be delivered as stock-based compensation will be
increased in order to further enhance Directors’ awareness about their contribution to enhancement of
performance over the medium to long term and an increase of corporate value, and to aim for medium
to long term growth of the Company and to strengthen the sharing of interest with shareholders.
The total number of shares equivalent to the maximum number of shares to be delivered to Directors for 3
years will account for 0.35% of the total number of issued shares of the Company (as of March 31, 2021,
excluding treasury shares (0.11% for each year).

3) The timing of Delivery etc. of shares
Before revision
After revision
Upon completion of each fiscal year and aUpon retirement of a Director of the Company
medium-term management plan
[Reasons for revision of this item]
The timing of Delivery etc. of shares will be changed to upon retirement of a Director, in principle, in orderto further enhance Directors’ awareness about their contribution to enhancement of performance over the
medium to long term and an increase of corporate value, and to aim for medium to long term growth of
the Company and to strengthen the sharing of interest with shareholders, by incentivizing them toachieve the medium- to long-term targets from a medium- to long-term perspective.

15

(3) Other matters concerning the revision of the Plan
No other contents of the Plan will be changed, such as the maximum amount contributed by the Company(120 million yen for 3 fiscal years) under the Plan and the method of additional acquisition of theCompany’s shares following the revision of the Plan (There is no dilutive effect because the shares are
acquired from the stock market).
Main contents of the Plan approved by the shareholders at the 84th Annual General Meeting of
Shareholders
Item
Contents
Persons eligible for the Plan
Directors of the Company (excluding Outside
Directors)
Applicable Period of the Plan
3 fiscal years from the fiscal year ended March 31,
2016 to the fiscal year ended March 31, 2018 (Bymeans of the change of the trust contract, the Plan
was extended in August 2018 for 3 fiscal years until
the fiscal year ended March 31, 2021.)
Maximum amount of money contributed by the
120 million yen for the 3 fiscal years
Company
Maximum number of the Company’s Shares etc.
•
The maximum number of shares is a total ofacquired by the eligible persons
145,000 shares for 3 fiscal years.
•
There is no dilutive effect because theCompany’s shares are acquired from the stock
market.
Concerning the method of calculation of the number •Targets for each fiscal year are performanceof the Company’s Shares etc. to be acquired by thetargets determined at the beginning of eacheligible persons, conditions for achievement of the
fiscal year and are disclosed in the Consolidated
performance targets for the performance-linked
Financial Results.
portion•Targets for each medium-term management
plan are performance targets for the period
covered by the medium-term management plan.
•
Performance targets are consolidated net sales
and consolidated ordinary profit.
Delivery etc. of the Company’s shares to the eligible After each fiscal year and after the completion of thepersons
period covered by a medium-term management planEnd16