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

Securities code: 7483
June 10, 2022
To our shareholders:
Masayuki Nomura
President
DOSHISHA CO., LTD.
1-5-5 Higashi-Shinsaibashi, Chuo-ku, Osaka

NOTICE OF THE 46TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby notify you that the 46th Ordinary General Meeting of Shareholders of DOSHISHA CO., LTD. (the“Company”) will be held as described below.
In order to prevent infections and the spread of the novel coronavirus disease (COVID-19), shareholders arerequested to exercise their voting rights in writing or via the Internet, etc. in advance for this general meetingof shareholders and refrain from attending the meeting, if possible. For exercising your voting rights inadvance, please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights no later than 5:30 p.m. on Tuesday, June 28, 2022 (Japan Standard Time).
1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m. (Japan Standard Time)(Reception will open at 9:00 a.m.)
2. Place:
DOSHISHA CO., LTD. Osaka Head Office, 11th Floor
1-5-5 Higashi-Shinsaibashi, Chuo-ku, OsakaNo souvenirs will be provided to shareholders who attend the General Meeting of Shareholders.
We would greatly appreciate your understanding.
3. Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 46th Term (from April 1, 2021 to March 31,2022), as well as the results of the audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 46th Term (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of seven (7) Directors
Proposal 4:
Issuance of stock acquisition rights as stock options
4. Disclosure via the Internet
In accordance with the applicable laws and regulations and the provisions of Article 16 of the Company’s Articles
of Incorporation, we have posted on our website (https://www.doshisha.co.jp/) the following matters, and thus
omitted them from this Notice.
- “Systems for Ensuring the Properness of Business Activities” in the Business Report- “Outline of the Operation of Internal Control System” in the Business Report- “Consolidated Statement of Changes in Equity” in the Consolidated Financial Statements- “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements- “Statement of Changes in Equity” in the Financial Statements- “Notes to the Non-consolidated Financial Statements” in the Financial Statements
These matters are included in the Business Report, the Consolidated Financial Statements and the Financial
Statements that the Accounting Auditor or the Audit & Supervisory Board Members audited to prepare the
Financial Audit Report or the Audit Report.

-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

Having identified the appropriate return of profits to shareholders as its most important management policy, theCompany has made it its basic policy to, while bearing in mind the need to maintain a proactive and stable dividend,also consider the need to maintain internal reserves to fund further business expansion and to strengthen the corporate
structure so that it can respond to changes in the business environment, as well as the need for a compensation systemthat reflects employee performance.
Taking into account factors such as future business expansion, the Company proposes the year-end dividends for the
46th Term and other appropriation of surplus as follows:
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥30 per common share of the Company
Total amount of dividends: ¥1,036,998,360
Note that the Company paid an interim dividend of ¥30 per share, bringing the dividend for the entire fiscal
year to ¥60 per share.
(3) Effective date of distribution of dividends of surplus
June 30, 2022
2. Matters related to other appropriation of surplus(1) Item of surplus to be increased and amount of increase thereof
General reserve: ¥3,000,000,000(2) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward: ¥3,000,000,000-2-Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for proposal(1) The Company proposes to add a business objective to Article 2 of the current Articles of Incorporation(Objective) in order to clarify its business lineup according to the current state of its business and in
preparation for future business expansion and diversification, and to adjust the numbering of items in the
Article to accommodate the newly established item.
(2) In accordance with the enforcement of the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on
September 1, 2022, the Company proposes to make the following amendments to its Articles ofIncorporation since the system for providing informational materials for the general meeting ofshareholders in electronic format will be introduced.
(i) Since the Company is obliged to stipulate in its Articles of Incorporation that it will take measuresfor providing information that constitutes the content of reference documents for the general meetingof shareholders, etc. in electronic format, the Company will newly establish paragraph 1 of Article
16 (Measures, etc. for Providing Information in Electronic Format) in “Proposed amendment” below.
(ii) The Company will newly establish paragraph 2 of Article 16 (Measures, etc. for Providing
Information in Electronic Format) in “Proposed amendment” below in order to limit the scope of theitems to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents to the scope designated by the Ministry of Justice Order, among
items for which the measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format will be taken.
(iii) The provisions of Article 16 of the current Articles of Incorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meeting of Shareholders, Etc.) will be deleted asthey will no longer be required after the introduction of the system for providing informational
materials for the general meeting of shareholders in electronic format.
(iv) Supplementary provisions will be established regarding the coming into effect of new establishment
and deletion of provisions as mentioned above. These supplementary provisions shall be deleted after
the term elapses.
2. Details of the amendments
Details of the amendments are as follows:(Amended parts are underlined)
Proposed amendment

Current Articles of Incorporation(Objective)
Article 2
The objective of the Company is to engage in the following
business areas.
Items 1. through 32. (Omitted)(Newly established)
33. Any business incidental to any of the above(Objective)
Article 2
The objective of the Company is to engage in the following
business areas.
Items 1. through 32. (Unchanged)
33. Electronic commerce
34. Any business incidental to any of the above(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.

-3-(Deleted)

Current Articles of Incorporation(Newly established)(Newly established)

Proposed amendment(Measures, etc. for Providing Information in Electronic Format)
Article 16
1
When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany shall not be required to include all or some ofthose items designated by the Ministry of Justice Order instatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paper-based
documents by the record date of voting rights.
(Supplementary Provisions)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1
1 The deletion of Article 16 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
and the establishment of the new Article 16 in the Articles
of Incorporation (Measures, etc. for Providing Information
in Electronic Format) shall be effective from September 1,
2022.
2 Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any general meeting ofshareholders held on a date within six months from
September 1, 2022.
3 These Supplementary Provisions shall be deleted on thedate when six months have elapsed from September 1,
2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

-4-

Proposal 3:

Election of seven (7) Directors

The term of all eight (8) Directors expires at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of seven (7) Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Jan. 1977

1

2

Number of theCompany’s shares
owned

Established the Company
Took office as President
Apr. 2014
Chairman and Chief Executive Officer
Masaharu Nomura
1,079,583
Apr. 2021
Chairman (present position)(September 18, 1946)
Significant concurrent positions outside the Company
Director, Doshisha Logistics Co., Ltd.
Director, Karinpia Co., Ltd.
[Reasons for nomination as candidate for Director]
As the founder of the company, with his strong leadership and determination, he has led the management of theCompany and steadily developed the Group for over 40 years since its foundation.
The Company has nominated him as a candidate to continue serving as Director due to his achievements that prove hisability and insight as an operator.
Jan. 1998
Joined the Company
June 2004
Director
Apr. 2006
Managing Director, Chief Director of PB
Division
May 2006
Chief Director of The Second Business Unit
May 2007
Senior Managing Director
May 2010
Representative Senior Managing Director,
Officer In Charge of Investor Relations &Masayuki Nomura
Public Relations
59,900(June 3, 1972)
Apr. 2011
Representative Director and Executive Vice
President, Chief Director of Sales and Officer
In Charge of Investor Relations & Public
RelationsApr. 2014
President and Chief Operating Officer
Apr. 2021
President, CEO and COO (present position)
Significant concurrent positions outside the Company
Director, MS SHOJI KK[Reasons for nomination as candidate for Director]
He has abundant experience, achievements and insight into management, obtained through having acted in important
positions since joining the Company and serving currently as the President of the Company since April 2014.
The Company has nominated him as a candidate to continue serving as Director due to his ability, experience andinsight, required for supervising and leading the administration of business matters.

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No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Feb. 1990
June 1995
June 2001
Nov. 2002
Dec. 2004
Mar. 2005

3

Number of theCompany’s shares
ownedJoined the Company
Director
Managing Director
Senior Managing Director
Vice President, Chief Director of PB Division
Chief Director of PB Division and Officer In
Charge of Quality Assurance
Apr. 2006
Chief Director of Sales and Officer In Chargeof Investor Relations & Public Relations
July 2006
Chief Director of Sales, Officer In Charge of
Quality Assurance, Investor Relations & Public
RelationsFeb. 2007
Chief Director of Sales, Chief Director of
Quality Assurance/Affiliated Companies
Business, and Officer In Charge of Investor
Relations & Public Relations
Toneri Kimbara
Apr. 2008
Chief Director of Sales and Officer In Charge
64,869(August 5, 1952)
of Investor Relations & Public Relations
July 2010
Chief Director of Sales
Apr. 2011
Representative Director and Executive Vice
President, Advisor to the President
May 2013
Advisor to the President and Officer In Chargeof Sales Planning
June 2014
Vice Chairman and Advisor to the Chairman
Nov. 2018
Vice President and Chief Director of Sales(present position)
Significant concurrent positions outside the Company
President, Victoria Well Holdings Limited
President, Shanghai Comrade Trade Company
Director, Life Net Co., Ltd.
Director, Rainbow Warehouse (Shenzhen) Limited
Director, Lianyungang Brilliant Daily Products Co., Ltd.
Director, Lianyungang Brilliant Industrial Co., Ltd.
[Reasons for nomination as candidate for Director]
The Company has nominated him as a candidate to continue serving as Director due to his abundant experience,achievements and insight into management, obtained through having acted in important positions since joining theCompany and serving currently as the Representative Director of the Company since December 2004.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1994
Apr. 2012
Aug. 2013

June 2014

Takahiro Matsumoto(August 25, 1970)
4

June 2016

Apr. 2018

Apr. 20195

Joined Daiwa Bank, Ltd. (now Resona Bank,
Limited.)Joined the Company, Director of Corporate
Planning Department
Supervising Director of System Development
Department, Director of Corporate Planning
Department, and Officer In Charge of Investor
Relations & Public Relations
Executive Officer, Executive Officer In Chargeof System Development and Supervising
Director of Financial & Accounting
Department, Foreign Trade Operation
Department and Business Management
Department
Director and Executive Officer In Charge ofFinancial & Accounting, Foreign Trade
Operation and Business Management
Director and Executive Officer In Charge ofFinancial & Accounting, Foreign Trade
Operation, Business Management andInvestigation
Director and Managing Executive Officer In
Charge of Financial & Accounting, Foreign
Trade Operation and Business Management(present position)

Number of theCompany’s shares
owned

1,144

[Reasons for nomination as candidate for Director]
The Company has nominated him as a candidate to continue serving as Director due to his superior ability, experienceand insight into management, obtained through having extensive experience in the Management Department of theCompany since joining the Company and serving currently as the Director of the Company since June 2016.
Jan. 1972
Joined SHIMAMURA Co., Ltd.
May 1985
Director of SHIMAMURA Co., Ltd.
Outside Director
May 1987
Managing Director of SHIMAMURA Co., Ltd.
11,675
May 1990
Senior Managing Director of SHIMAMURA
Chohachi Goto
Co., Ltd.
(February 9, 1945)
May 2009
Resigned from SHIMAMURA Co., Ltd.
June 2015
Director of the Company (present position)[Reasons for nomination as candidate for Outside Director and outline of roles expected]
The Company has nominated Chohachi Goto as a candidate for Outside Director since the Company expects him tocontinue serving as Outside Director and to provide the Company with his valuable opinions and suggestions on the
management of the Company, and the appropriate direction for business execution from an independent standpoint for
the enhancement of a mid- and long-term shareholder value and corporate value based on his abundant experience andextensive knowledge obtained from the post of corporate manager for many years.
[Tenure as Outside Director]
At the conclusion of this meeting, his tenure as an Outside Director of the Company will be seven (7) years.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1966

6

Number of theCompany’s shares
owned

Appointed Police Officer with Osaka
Prefectural PoliceMar. 2001
Chief of Fuse Police Station
Mar. 2002
Head of Criminal Administration Division,
Criminal Investigation Department
Mar. 2003
Head of Inspection Office, Police
Administration Department
Mar. 2004
Chief of Minami Police Station
Outside Director
Mar. 2005
Head of Osaka City Police Department andHead of Organized Crime Division, Osaka
13,374
Noriaki Kumamoto
Prefectural Police(November 9, 1947)
Jan. 2006
Head of Criminal Investigation Department,
Osaka Prefectural Police Headquarters
Mar. 2008
Resigned as Police Officer with Osaka
Prefectural Police
Apr. 2008
Head of Osaka Office of the Japan Safe Driving
CenterMar. 2010
Resigned as Head of Osaka Office of the Japan
Safe Driving Center
June 2015
Director of the Company (present position)[Reasons for nomination as candidate for Outside Director and outline of roles expected]
The Company has nominated Noriaki Kumamoto as a candidate for Outside Director since the Company expects him tocontinue serving as Outside Director and to provide the Company with his valuable opinions and advice on the
management of the Company, and the appropriate direction for business execution from an independent standpoint for
the enhancement of a mid- and long-term shareholder value and corporate value based on his abundant experience andextensive knowledge obtained from serving as Head of Criminal Investigation Department, Osaka Prefectural Police
Headquarters and Head of Organized Crime Division, Osaka Prefectural Police.
The Company has nominated him as a candidate to continue serving as Outside Director, because the Company has
judged that, based on his extensive experience at the police, he can properly perform the duties of an Outside Director,
although he has no direct experience of managing any private enterprises other than as an Outside Director.
[Tenure as Outside Director]
At the conclusion of this meeting, his tenure as an Outside Director of the Company will be seven (7) years.

-8-

Name
(Date of birth)

No.

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1977

7

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined The Sumitomo Bank, Limited (nowSumitomo Mitsui Banking Corporation)
May 2005
Executive Officer of Sumitomo Mitsui Banking
Corporation
May 2008
Senior Managing Officer of Kansai Urban
Banking Corporation (now Kansai Mirai Bank,
Limited)June 2008
Senior Managing Director and Senior
Managing Officer of Kansai Urban Banking
Corporation
June 2011
Senior Managing Officer of The Royal Hotel,
Outside Director
Limited2,542
Keiji Takamasu
June 2012
Representative Director and Vice President of(March 2, 1953)
The Royal Hotel, Limited
Mar. 2015
Representative Director and Vice President of
The Royal Hotel, Limited, and Representative
Director and President of RIHGA Royal Hotel
Hiroshima, Limited, and Representative
Director and President of RIHGA Royal Hotel
Kokura, Limited
June 2017
Resigned from The Royal Hotel, Limited
June 2018
Director of the Company (present position)
Significant concurrent positions outside the Company
Representative Director, iBNet Co., Ltd.
[Reasons for nomination as candidate for Outside Director and outline of roles expected]
The Company has nominated Keiji Takamasu as a candidate for Outside Director since the Company expects him tocontinue serving as Outside Director and to provide the Company with his valuable opinions and suggestions on the
management of the Company, and the appropriate direction for business execution from an independent standpoint for
the enhancement of a mid- and long-term shareholder value and corporate value based on his abundant experience andextensive knowledge on finance and corporate management obtained from key posts of financial institutions and hotelmanagement companies for many years.
[Tenure as Outside Director]
At the conclusion of this meeting, his tenure as an Outside Director of the Company will be four (4) years.
The Company engages in transactions such as goods procurement with Victoria Well Holdings Limited, the company
where candidate for Director Toneri Kimbara serves as President.
There is no special interest between any of the other candidates and the Company.
The Company has entered into a directors and officers liability insurance contract with an insurance company, asprescribed in Article 430-3, Paragraph 1 of the Companies Act. The insureds are directors, audit & supervisory board
members, executive officers, management level personnel of the Company and officers dispatched outside the Company
and do not bear the premiums. The insurance policy covers legal damages and court costs and other officer’s expenses
that may be incurred by the insured. If each of the candidates is elected, each of them will become insured under the policy.
Chohachi Goto, Noriaki Kumamoto and Keiji Takamasu are candidates for Outside Director. Pursuant to the Company’s
Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company has concluded limited liability
agreements with them to limit their liability, provided that they have acted in good faith and without gross negligence, tothe extent defined by the laws and regulations. If each of their elections is approved, the Company plans to retain theselimited liability agreements with each of them.
The Company has designated Chohachi Goto, Noriaki Kumamoto and Keiji Takamasu as Independent Officers inaccordance with the rules of the Tokyo Stock Exchange, and has registered them as such at the exchange. If each of theirelections is approved, the Company plans for their appointment as Independent Officers to continue.

-9-

■Skill matrix for the Board of Directors after this General Meeting of Shareholders

Name

Inside/outsideMasaharu Nomura
Masayuki Nomura
Toneri Kimbara
Takahiro Matsumoto
Chohachi Goto
Noriaki Kumamoto
Keiji Takamasu

InsideInsideInsideInsideOutsideOutsideOutsidePosition

Corporate
management
Businessstrategy●●●

Expected ability, experience and knowledge
Product
Finance anddevelopment
Sales
accounting
Quality
MarketingTax
control
●
●
●
●
●
●
●
●
●
●
●
●

Legal affairs
Riskmanagement

Chairman●President●
Vice President●
Director
Director●
Director●
Director●●●
Full-time Audit &Toshihiro Fujimoto
InsideSupervisory●●
Board Member
Full-time Audit &Akira Sakamoto
InsideSupervisory●●●
Board Member
Audit &
Shiro Koyama
OutsideSupervisory●
Board Member
Audit &
Tadashi Edo
OutsideSupervisory●
Board Member* The above skill matrix shows items particularly expected to each officer, not all knowledge and experience each of them possesses.

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Proposal 4:

Issuance of stock acquisition rights as stock options

In accordance with the provisions of Articles 236, 238 and 239 of the Companies Act, the Company requests approvalto give the Company’s Board of Directors the authority to determine the subscription requirements for the stockacquisition rights to be issued as stock options to Directors (excluding Outside Directors), Audit & Supervisory Board
Members, employees and counselors of the Company as well as to Directors of the Company’s subsidiaries as
outlined below.
The stock acquisition rights to be allotted to Directors and Audit & Supervisory Board Members of the Company areincluded in non-monetary remuneration, etc. for Directors and Audit & Supervisory Board Members. At the 18th
Ordinary General Meeting of Shareholders held on June 29, 1994, the Company obtained approval to set the annual
amount of remuneration of Directors at or below ¥960 million and that of Audit & Supervisory Board Members ator below ¥120 million. The amounts have remained unchanged since then. Separately from the aforementioned
monetary remuneration, the Company also requests approval to grant stock acquisition rights to Directors and Audit& Supervisory Board Members as non-monetary remuneration, etc.
The amount of stock acquisition rights to be granted to Directors and Audit & Supervisory Board Members of theCompany as remuneration, etc. will be obtained by multiplying fair value of one stock acquisition right calculatedon the allotment date of the stock acquisition rights, by total number of stock acquisition rights allotted to Directors
and Audit & Supervisory Board Members of the Company. The fair value of one stock acquisition right is based ona fair appraisal value calculated using a stock options pricing model such as the Black-Scholes model underconditions including the share price on the allotment date of stock acquisition rights and the details of stockacquisition rights.
The number of Directors of the Company is currently eight (including three Outside Directors). If Proposal 3:“Election of seven (7) Directors” is approved and adopted as originally proposed, the number of Directors will beseven (including three Outside Directors). Additionally, the number of Audit & Supervisory Board Members of theCompany is currently four (including two Outside Audit & Supervisory Board Members).
1. Reasons for issuing stock acquisition rights with particularly favorable conditions
The Company will issue stock acquisition rights without consideration to its Directors, Audit & Supervisory
Board Members, employees and counselors as well as to Directors of its subsidiaries without requiring paymentof cash, for the purpose of further enhancing their motivation and morale to increase the Group’s corporate value
and further raising Audit & Supervisory Board Members’ awareness to appropriate auditing.
The Company considers it reasonable to grant stock acquisition rights to its Directors and Audit & Supervisory
Board Members, since the grant was determined in consideration of the above purposes, the Company’s businesscondition, the degree of contribution of Directors and Audit & Supervisory Board Members at the Company, andother various factors.
2. Details, maximum number, etc. of stock acquisition rights for which subscription requirements are to be
determined by resolution of this General Meeting of Shareholders(1) Class and number of shares underlying stock acquisition rights
The class of shares underlying the stock acquisition rights shall be common shares of the Company, andthe maximum number of shares underlying the stock acquisition rights shall be 1,994,000 shares.
Of the above, the maximum number of shares underlying the stock acquisition rights to be granted to
Directors of the Company shall be 160,000 shares, and the maximum number of those to Audit &Supervisory Board Members of the Company shall be 14,000 shares.
In the event that the Company conducts a stock split or reverse stock split after the date of allotment of thestock acquisition rights (the “Allotment Date”), the number of underlying shares shall be adjusted using
the following formula. However, such adjustment shall be made to shares underlying the stock acquisitionrights which are not exercised at the time of the stock split or reverse stock split, and any fraction less than
one share resulting from the adjustment shall be discarded.
Ratio of stock split or reverse
Number of shares after adjustment = Number of shares before adjustment ×
stock split
In addition to the above, in unavoidable cases where adjustment of the number of shares becomes required
after the Allotment Date, the Company shall make such adjustment to the extent reasonable and necessary.

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(2)(3)

Total number of stock acquisition rights
The maximum number of stock acquisition rights shall be 19,940.
Of the above, stock acquisition rights to be granted to Directors of the Company shall be limited to 1,600,
and those to Audit & Supervisory Board Members of the Company shall be limited to 140. (The numberof underlying shares per stock acquisition right shall be 100 shares. However, if an adjustment is made as
specified in (1) above, an equivalent adjustment shall be made.)Amount of assets to be contributed upon exercise of stock acquisition rights
Assets to be contributed upon exercise of stock acquisition rights shall be cash, and the amount shall beobtained by multiplying the paid-in amount per share to be delivered upon exercise of the stock acquisitionrights (the “Exercise Price”) by the number of shares underlying the stock acquisition rights.
The Exercise Price shall be the amount obtained by multiplying the higher of either the average closing
price of the Company’s common share in regular transactions at Tokyo Stock Exchange, Inc. (the “Closing
Price”) for each day (excluding days on which there were no transactions executed) of the month preceding
the month under which the Allotment Date falls or the Closing Price on the Allotment Date (if no Closing
Price is available, the Closing Price on the day immediately preceding the Allotment Date) by 1.05, andany fraction of less than ¥1 shall be rounded up.
In the event the Company conducts a stock split or reverse stock split of its common shares after the
Allotment Date, the Exercise Price shall be adjusted, according to the ratio of the stock split or reverse
stock split, using the following formula. Any fraction of less than ¥1 resulting from the adjustment shall be
rounded up.
Exercise Price after
adjustment=

Exercise Price before×
adjustment

1
Ratio of stock split or reverse
stock split

Additionally, if, after the Allotment Date, the Company issues new shares or disposes of its treasury stock
at a price below the market price with respect to its common shares (excluding sale of treasury stock
pursuant to the provisions of Article 194 of the Companies Act (Demand for Sale of Shares Less than One
Unit by Holder of Shares Less than One Unit), conversion of securities to be converted or securities thatare convertible into common shares of the Company, or exercise of stock acquisition rights that permit
holders to request delivery of the Company’s common shares (including those rights attached to bonds
with stock acquisition rights)), the Exercise Price shall be adjusted using the following formula. Any
fraction of less than ¥1 resulting from the adjustment shall be rounded up.

Exercise Price
Exercise Price
after=
before×
adjustment
adjustment

(4)
(5)

Number ofoutstanding +sharesNumber of shares newly issued ×
Paid-in amount per share
Market price per share

Number of shares outstanding + number of shares newly issued“Number of outstanding shares” in the above formula means the amount obtained by subtracting thenumber of treasury stock of common shares held by the Company from the total number of the Company’s
outstanding common shares. If the Company disposes of treasury stock, “number of shares newly issued”
shall be read as “number of treasury stock to be disposed of” and “paid-in amount per share” shall be readas “disposal amount per share.”
In addition to the above, in unavoidable cases where adjustment of the Exercise Price becomes required
after the Allotment Date, the Company shall make such adjustment to the extent reasonable and necessary.
Paid-in amount for stock acquisition rights
No payment of money shall be required.
Period during which stock acquisition rights may be exercised (the “Exercise Period)
The Exercise Period shall be a period of two years from the day on which two years have elapsed from the
Allotment Date. However, if the last day of the Exercise Period is a non-business day of the Company, theExercise Period shall end on the preceding business day.

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(6)Matters related to stated capital and capital reserves to be increased when shares are issued upon exerciseof stock acquisition rights(i) The amount of stated capital to be increased when shares are issued upon exercise of the stockacquisition rights shall be a half of the maximum amount of increase in stated capital, etc. calculated
in accordance with Article 17, Paragraph 1 of the Regulations on Corporate Accounting. Any fractionof less than ¥1 resulting from the calculation shall be rounded up.
(ii) The amount of capital reserves to be increased when shares are issued upon exercise of the stockacquisition rights shall be the amount obtained by subtracting the amount of increased stated capital
specified in (i) above from the maximum amount of increase in stated capital, etc. mentioned in (i)above.
(7) Conditions for exercising stock acquisition rights(i) A holder of stock acquisition rights must hold a position of Director, Audit & Supervisory Board
Member, employee or counselor of the Company, or Director of the Company’s subsidiaries at thetime of exercising the stock acquisition rights. However, a holder of stock acquisition rights may
exercise the rights even after ceasing to hold his/her position as Director, Audit & Supervisory Board
Member, employee or counselor of the Company, or Director of the Company’s subsidiaries in thefollowing cases: when a Director or Audit & Supervisory Board Member retired due to expiration of
his/her term of office; when an employee retired at the mandatory retirement age; when certain
requirements set forth in the “Stock Acquisition Rights Allotment Agreement” executed between the
Company and a holder of the stock acquisition rights are met; and when the Company’s Board of
Directors finds a justifiable reason.
(ii) In the event that a holder of stock acquisition rights died, his/her heir may not exercise the stockacquisition rights.
(iii) If the Closing Price of the Company’s common shares in regular transactions at Tokyo Stock
Exchange, Inc. exceeds 120% of the Exercise Price even once by the business day preceding the last
day of the Exercise Period (if the last day of the Exercise Period is a non-business day of the Company,
the Exercise Period shall end on the preceding business day), a holder of the stock acquisition rights
may exercise the stock acquisition rights on and after the day following that day.
(iv) Other conditions for exercising stock acquisition rights shall be as set forth in the “Stock Acquisition
Rights Allotment Agreement,” which the Company enters into with a holder of stock acquisitionrights.
(8) Conditions for acquiring stock acquisition rights(i) If a holder of stock acquisition rights no longer meets the conditions for exercising the stockacquisition rights in (7) above, the Company may acquire the stock acquisition rights without
consideration.
(ii) In the event that a proposal for approval of a merger agreement under which the Company becomesa disappearing company, or proposal for approval of a share exchange agreement or share transfer
plan under which the Company becomes a wholly owned subsidiary, is approved at a general meetingof shareholders of the Company, the Company may acquire the stock acquisition rights without
consideration.
(iii) If a holder of stock acquisition rights offers waiver of all or part of his/her stock acquisition rights,
the Company may acquire the stock acquisition rights without consideration.
(9) Restriction on acquisition of stock acquisition rights through transfer
Acquisition of stock acquisition rights through transfer shall require approval by the Board of Directors of
the Company.
(10) Treatment of stock acquisition rights upon organizational restructuring
In the event that the Company conducts a merger (limited to the case in which the Company ceases to exist
as a result of a merger), absorption-type company split, incorporation-type company split, share exchangeor share transfer (collectively “Organizational Restructuring”), except the case in which the Company
acquires stock acquisition rights as specified in (8) (ii) above, the Company shall deliver stock acquisitionrights of a stock company listed in Article 236, Paragraph 1, Item (viii) (a) through (e) of the Companies
Act (the “Reorganized Company”), in each of the cases above, to a holder of the stock acquisition rights
remaining at the time the Organizational Restructuring takes effect (the “Remaining Stock Acquisition
Rights”), under the conditions below. In this case, the Remaining Stock Acquisition Rights shall cease to- 13 -

exist, and the Reorganized Company shall issue new stock acquisition rights. However, the stockacquisition rights of the Reorganized Company shall be issued only if an absorption-type merger agreement,
consolidation-type merger agreement, absorption-type company split agreement, incorporation-typecompany split plan, share exchange agreement, or share transfer plan contains the provisions to the effectthat the stock acquisition rights of the Reorganized Company shall be delivered in accordance with thefollowing conditions.
(i) Number of stock acquisition rights of the Reorganized Company to be delivered
The number shall be reasonably determined based on the number of the Remaining Stock Acquisition
Rights held by the holders and in consideration of the conditions, etc. for the Organizational
Restructuring.
(ii) Class of shares of the Reorganized Company underlying stock acquisition rights
The class of shares shall be common shares of the Reorganized Company.
(iii) Number of shares of the Reorganized Company underlying stock acquisition rights
The number shall be reasonably determined in consideration of the conditions, etc. for theOrganizational Restructuring.
(iv) Amount of assets to be contributed upon exercise of stock acquisition rights
The amount shall be obtained by multiplying the amount which is reasonably determined based on
the Exercise Price specified in (3) above and in consideration of the conditions, etc. for theOrganizational Restructuring, by the number of shares of the Reorganized Company underlying one
stock acquisition right to be delivered.
(v) Exercise Period of stock acquisition rights
The Exercise Period shall commence on the first day of the Exercise Period or the effective date of
the Organizational Restructuring, whichever is later, and end on the last day of the Exercise Period.
(vi) Matters related to stated capital and capital reserves to be increased when shares are issued upon
exercise of stock acquisition rights
The same as specified in (6) above.
(vii) Conditions for exercising stock acquisition rights
The same as specified in (7) above.
(viii) Restriction on acquisition of stock acquisition rights through transfer
Acquisition of stock acquisition rights through transfer shall require approval by the Board of
Directors of the Reorganized Company.
(ix) Conditions for acquiring stock acquisition rights
The same as specified in (8) above.
(11) Treatment of fractional shares resulting from exercise of stock acquisition rights
Any fraction less than one share in the number of shares to be delivered to a holder of stock acquisitionrights shall be rounded off.
(12) Other details of stock acquisition rights
Other than the above, subscription requirements and details for the stock acquisition rights shall be
determined by resolution of the Board of Directors meeting to be held separately.

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