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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities identification code: 6462)
June 4, 2018

To our shareholders:
Kaoru Itoh
President (CEO & COO)
Riken Corporation
8-1, Sanbancho, Chiyoda-ku,
Tokyo

Notice of the 94th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 94th Ordinary General Meeting of Shareholders of
Riken Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal
mail. Please indicate your approval or disapproval of the proposals on the enclosed voting form
after reviewing the attached Reference Documents for the General Meeting of Shareholders, andreturn it by postal mail to reach us no later than 5:30 p.m., Thursday, June 21, 2018 (Japan
Standard Time).
Meeting Details

1.
2.

Date and time:
Venue:

3.

Purposes of the Meeting:Items to be reported:

Friday, June 22, 2018 at 10:00 a.m. (Japan Standard Time)
4th Floor Golden Room
Hotel Grand Palace
1-1-1, Iidabashi, Chiyoda-ku, Tokyo

1. Business Report and Consolidated Financial Statements for the94th Term (from April 1, 2017 to March 31, 2018), as well as theresults of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Board
2. Non-Consolidated Financial Statements for the 94th Term (from
April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Appropriation of surplus
Election of nine (9) Directors
Election of one (1) substitute Audit & Supervisory Board Member
Determination of Remuneration for Granting Restricted Stock to
Directors (Excluding Outside Directors)

－

1 －

4.

Exercise Voting Rights in Writing
If you exercise a voting right on multiple occasions, the Company shall treat your final voteas the effective exercise of the voting right.

5.

Internet Disclosure
The referential materials appended to this Convocation Notice do not include the two documents
listed below. These two documents have been posted on the Company’s website(http://www.riken.co.jp/english/) pursuant to legislation and Article 15 of the Company’s Articles
of Incorporation.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-Consolidated Financial Statements
Therefore, please note that the referential materials do not fully encompass the consolidated
financial statements and non-consolidated financial statements that the Company’s accounting
auditor audited when preparing the Accounting Auditor Report; nor do they fully encompass thebusiness report, consolidated financial statements, and non-consolidated financial statements that
the Audit & Supervisory Board audited when preparing its Audit Report.

－

2 －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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

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

Appropriation of surplus
The Company aims to deliver stable shareholder returns while considering the Company’s
current performance as well as the future business climate and prospects for businessdevelopment.
The Company celebrated its 90th anniversary in 2017. As a gesture of appreciation to ourshareholders for supporting the Company over the years, the Company further proposes to
add a commemorative dividend of 15 yen to the ordinary dividend of 60 yen, resulting in aterm-end dividend of 75 yen per share.
The Company has already paid an interim dividend of 75 yen per share, adding acommemorative dividend of 15 yen to the ordinary dividend of 60 yen. Accordingly, theproposed annual dividend for the fiscal year under review amounts to 150 yen per share,
which includes a commemorative dividend of 30 yen.
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
75 yen per common share of the Company(Normal dividend of 60 yen + Commemorative dividend of 15 yen for the 90th
anniversary.)
Total amount of dividends: 737,334,825 yen(3) Effective date of distribution of dividends of surplus
June 25, 2018－

3 －

Proposal 2:

Election of nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the Company proposes that nine (9)Directors be elected.
The candidates for Directors are as follows:

No.

Name

1

Noritada Okano

Representative Director, Chairman

Reelection

2

Kaoru Itoh

Representative Director, President (CEO & COO)

Reelection

3

Kenichiro Takagi

Representative Director, Vice President (CTO)

Reelection

Position and responsibilities, and theCompany

Director, Managing Executive Officer, Officer incharge of Casting and Forging Parts Division,
Resin Products Business Division, Marine andIndustrial Components and Parts Division,Camshafts Business Division, Global
Procurement Division, and Maintenance Division
Director, Managing Executive Officer, Oversaw
of International Business, Officer in charge ofGA promotion, General Manager of Nagoya
Sales Division, Officer in charge of Logistics,
Executive Manager Global Business

Attributes of the
CandidateReelection

4

Kazuyoshi Takaki

5

Yasunori Maekawa

6

Donald E. McNulty

Director, President of Riken of America Inc.

Reelection

7

Shigemasa Hayasaka

Director, Managing Executive Officer, Officer incharge of Japan OE Sales, Piping Business,
Executive Manager of Sales

Reelection

8

Toshinori Kanemoto

Outside Director

9

Eiji Hirano

Outside Director－

Reelection

Outside Director
Independent Director
Outside Director
Independent Director

4 －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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

No.

1

Name
(Date of birth)

Noritada Okano(December 30,
1948)[Reelection]

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
July 1973

Joined the Company

June 1999

Director, General Manager of Overseas
Sales and Marketing Division of theCompany

June 2003

Managing Director, General Manager ofSales Head Office of the Company

June 2006

Senior Managing Director, General
Manager of Sales Head Office of theCompany

June 2008

Representative Director, Vice President,
General Manager of Sales Head Office of
the Company

June 2009

Representative Director, President of theCompany

June 2015

Chairman (CEO) of the Company

April 2018

Representative Director, Chairman of theCompany (present position)

May 2018

Chairman of Japan Auto Parts Industries
Association (present position)

Reasons for nomination as candidate for Director
Noritada Okano has successfully led the Company for many
years as President and more recently as Chairman. We havenominated him for the post of Director, believing his
extensive executive experience and competence to beinvaluable to the Company’s management.
Attendance at the Board of Directors Meetings during
the fiscal year
18/18 (100%)－

5 －Number oftheCompany’s
shares owned

3,500

No.

2

Name
(Date of birth)

Kaoru Itoh
(April 9, 1953)[Reelection]

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1976

Joined the Industrial Bank of Japan,
LimitedApril 2005

Managing Executive Officer ofMizuho Bank, Ltd.

March 2008

President and CEO of Mizuho
Research Institute Ltd.

May 2012

Advisor of the Company

June 2012Managing Director of the Company

June 2013

Senior Managing Director,
Chairman of the Corporate Strategy
Committee of the Company

June 2015

Representative Director, President(COO) of the Company

April 2018

Representative Director, President(CEO & COO) of the Company(present position)

Reasons for nomination as candidate for Director
As COO, Kaoru Itoh has successfully managed theCompany’s operations. We have nominated him for the postof Director, believing his wide-ranging experience andcompetence to be invaluable to the Company’s
management.
Attendance at the Board of Directors Meetings during
the fiscal year
18/18 (100%)－

6 －Number oftheCompany’s
shares owned

2,700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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1977

Number oftheCompany’s
shares owned

Joined the Company

December 1998 General Manager of Casting Components
Division of the Company

3

June 2002

Director, General Manager of Precision
Components Division of the Company

June 2005

Managing Director, General Manager ofCorporate Planning Division of theCompany

June 2011
Kenichiro Takagi
June 2013(February 16,
1952)[Reelection]
June 2015

Managing Director of the Company
Senior Managing Director of theCompany

2,500

Representative Director, Vice President(CTO) of the Company (present position)

Reasons for nomination as candidate for Director
As CTO, Kenichiro Takagi has contributed significantly toraising the Company’s technological prowess. We havenominated him for the post of Director, believing his indepth expertise, wide-ranging experience, and competence
to be invaluable to the Company’s management.
Attendance at the Board of Directors Meetings during
the fiscal year
17/18 (94.4%)

4

April 1972

Joined the Company

January 2004

Director, President of Riken Automobile
Parts (Wuhan) Co., Ltd.

June 2009

Director of the Company & Director,
President of Riken Automobile Parts(Wuhan) Co., Ltd.

October 2009

Director, General Manager of Quality
Assurance Division of the Company

May 2011

Director, General Manager of Casting
Components Division of the Company

Kazuyoshi Takaki(April 15, 1953) June 2013
[Reelection]
May 2016

Managing Director of the Company
Director, Managing Executive Officer of
the Company (present position)

Reasons for nomination as candidate for Director
Kazuyoshi Takaki founded a Chinese subsidiary, and he has
managed manufacturing and quality assurance, which has helped
our group increase profitability. We have nominated him for thepost of Director, believing his wide-ranging experience andcompetence to be invaluable to the Company’s management.
Attendance at the Board of Directors Meetings during
the fiscal year
18/18 (100%)

－

7 －

2,000

No.

5

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
March 1986

Joined the Company

February 2004

General Manager of Nagoya Sales
Division of the Company

June 2010

Director, Chairman of Overseas
Committee of the Company

May 2013

Director of the Company

June 2015
Managing Director of the Company
Yasunori Maekawa May 2016
Director, Managing Executive Officer(February 27,of the Company (present position)
1958)
Reasons for nomination as candidate for Director[Reelection]
During his long years of service in the Company, Yasunori
Maekawa has engaged in overseas sales, domestic sales andoverseas business, which has helped our group expand
globally. We have nominated him for the post of Director,
believing his wide-ranging experience and competence to beinvaluable to the Company’s management.

Number oftheCompany’s
shares
owned

1,400

Attendance at the Board of Directors Meetings during the
fiscal year
17/18 (94.4%)

6

June 1983

Joined Riken Metal Products
Corporation

October 1995

Director, Vice President of Riken of
America Inc.

January 2003

Director, President of Riken of
America Inc.

June 2011

Director of the Company

May 2016

Director, Managing Executive Officerof the Company

Donald E. McNulty June 2018
(October 11, 1952)
June 2018[Reelection]

Director of the Company (present
position)
President of Riken of America Inc.
(present position)

Reasons for nomination as candidate for Director
During his long years of service in the Company, Donald E.
McNulty has achieved business success in the America/Europe
region, which has helped our group expand globally. We havenominated him for the post of Director, believing his wideranging experience and competence to be invaluable to theCompany’s management.
Attendance at the Board of Directors Meetings during the
fiscal year
17/18 (94.4%)

－

8 －

400

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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1981

Number oftheCompany’s
shares owned

Joined the Company

November 2004 General Manager of Kanagawa Sales
Division of the Company

7

Shigemasa
Hayasaka(March 10,
1955)[Reelection]

June 2009

Director, General Manager of Kanagawa
Sales Division of the Company

April 2011

Director, General Manager of Sales Head
Office of the Company

June 2016

Managing Executive Officer of theCompany

June 2017

Director, Managing Executive Officer of theCompany (present position)

Reasons for nomination as candidate for Director
In managing the Company’s sales operations, Shigemasa
Hayasaka has helped to strengthen its marketing power and to
expand sales. We have nominated him for the post of Director,
believing his wide-ranging experience and competence to beinvaluable to the Company’s management.
Attendance at the Board of Directors Meetings during the
fiscal year
13/14 (92.8%)

－

9 －

2,900

No.

8

Name
(Date of birth)

Toshinori
Kanemoto(August 24,
1945)[Reelection][Outside
Director][Independent
Officer]

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1968

Joined National Police Agency

August 1995

Director-General of International Affairs
Department of National Police Agency

October 1996

President of ICPO-INTERPOL

April 2001

Director of Cabinet Intelligence, Cabinet
Secretariat, Government of Japan

January 2007

Registered as Attorney-at-Law

February 2007

Of-Counsel of City-Yuwa Partners (scheduled
to retire position in June 2018)

June 2011

Outside Director of Nomura Holdings, Inc.
(scheduled to retire position in June 2018)

June 2013

Outside Corporate Auditor of JX Holdings,
Inc. (currently JXTG Holdings, Inc.)

June 2015

Outside Director of the Company (present
position)

June 2015

Outside Corporate Auditor of Nippon
Television Holdings, Inc. (present position)

Reasons for nomination as candidate for Outside Director
Toshinori Kanemoto has held a number of important public
positions, including President of ICPO-INTERPOL and Directorof Cabinet Intelligence, and he currently works as an Attorneyat-Law. We have nominated him for the post of Outside Director
because we believe that the Company’s management will benefit
from his expertise and extensive experience. He will have served
as Outside Director for 3 years at the conclusion of this General
Meeting of Shareholders.
Attendance at the Board of Directors Meetings during the
fiscal year
18/18 (100%)

－

10 －

Number oftheCompany’s
shares owned

0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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

No.

9

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1973

Joined Bank of JapanMay 1999

Director-General of International
Department of Bank of Japan

June 2002

Executive Director of Bank of Japan

June 2006

Director, Vice President of Toyota Financial
Services Corporation

May 2015

Director, Representative Statutory Executive
Officer, Vice Chairman of MetLife
Insurance K.K.

June 2015
Outside Director of the Company (present
Eiji Hirano
position)(September 15, June 2016
Outside Director of NTT DATA Corporation
1950)(present position)[Reelection]
September 2017 Director, Vice Chairman of MetLife[Outside
Director]
Insurance K.K. (present position)[Independent October 2017
Chairperson of the Board of Governors of
Officer]
Government Pension Investment Fund(present position)

Number oftheCompany’s
shares owned

0

Reasons for nomination as candidate for Outside Director
Eiji Hirano held a top post in the Bank of Japan andsubsequently held executive posts in a number of companies.
We have nominated him for the post of Outside Director
because we believe that the Company’s management will
benefit from his in-depth expertise and extensive experience.
He will have served as Outside Director for 3 years at theconclusion of this General Meeting of Shareholders.
Attendance at the Board of Directors Meetings during the
fiscal year
17/18 (94.4%)(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Toshinori Kanemoto and Eiji Hirano are candidates for Outside Director.
3. While Toshinori Kanemoto does not participate directly in management, he does engage in legal affairs
as an attorney-at-law, and as such, we believe that he is qualified to duly fulfill his duties as Director.
4. The Company has designated Toshinori Kanemoto and Eiji Hirano as independent officers according to
the rules of the Tokyo Stock Exchange, Inc., and has registered the candidates with the said exchange.
5. The Company has entered agreements with Toshinori Kanemoto and Eiji Hirano limiting their liability
for damages to the extent stipulated in legislation. The Company intends to continue these agreements if
the candidates are approved.

－

11 －

Proposal 3:

No.

Election of one (1) substitute Audit & Supervisory Board Member
The Company proposes that one (1) substitute Audit & Supervisory Board Member beelected to prepare for a case where the number of Audit & Supervisory Board Members
falls below the number stipulated by laws and regulations.
The substitute Audit & Supervisory Board Member will assume office to fill a vacancy in
the Audit & Supervisory Board that would otherwise cause the board to fall short of its
legally mandated quorum. The substitute Audit & Supervisory Board Member’s term ofoffice will be for the remainder of the term of office of the previous member whom he/she
substitutes.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Name(Date of birth)

Career summary, position, and significant concurrent
positions outside the Company
April 1969

Joined Hitachi, Ltd.

June 2003

Executive Officer of Hitachi, Ltd.

Number of theCompany’s
shares owned

January 2007 Representative Executive Officer, Executive
Vice President and Executive Officer ofHitachi, Ltd.

1

June 2010

Chairman of the Board, Outside Director of
Hitachi Capital Corporation

June 2013

Chairman of the Board, Outside Board
Director of Hitachi High-Technologies
Corporation

Kazuhiro Mori
(October 7, 1946)[Outside
June 2014
Director]
June 2018

Outside Director of Isuzu Motors Limited(scheduled to resign position in June 2018)(Scheduled to assume post of) Outside
Director of Ricoh Company Ltd.

Reasons for nomination as candidate for substitute Audit& Supervisory Board Member
We nominated Kazuhiro Mori as substitute Outside Audit &Supervisory Board Member because the management thereof
will benefit from his extensive experience and wide-ranging
knowledge acquired from working at global companies.
(Notes)1. There is no special interest between the candidate and the Company.
2. Kazuhiro Mori is a candidate for substitute outside Audit & Supervisory Board Member.
3 Kazuhiro Mori served Hitachi, Ltd. in an executive role until March 2013. While the Company does
engage in business transactions with Hitachi (e.g., product sales), we believe that Mori’s independence as
Outside Audit & Supervisory Board Member will not be affected given that these transactions account forless than 1% of the consolidated net sales of both companies.
4. Kazuhiro Mori serves Isuzu Motors Limited as Outside Director. While the Company does engage inbusiness transactions with Isuzu Motors (e.g., product sales), we believe that Mori’s independence as
Outside Audit & Supervisory Board Member will not be affected given that these transactions account for

－

12 －

0

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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

less than 1% of the consolidated net sales of both companies.
5. Kazuhiro Mori will assume the post of Outside Director of Ricoh Company Ltd. in June. While theCompany does engage in business transactions with Ricoh, we believe that Mori’s independence as Outside
Audit & Supervisory Board Member will not be affected given that these transactions account for less than
1% of the consolidated net sales of both companies.
6. If Kazuhiro Mori’s election is approved, the Company will enter an agreement with him limiting his
liability for damages to the extent stipulated in legislation.

－

13 －

Proposal 4:

Determination of Remuneration for Granting Restricted Stock to Directors(Excluding Outside Directors)

At the 90th Ordinary General Meeting of Shareholders held on June 25, 2014, the shareholders resolvedthat the Company may provide a maximum of ¥400 million per year as director remuneration (thisamount includes executive bonuses and excludes the employee portion of director remuneration). The
shareholders further resolved that the Company may, in addition to the said remuneration, provide amaximum of ¥100 million per year as stock acquisition rights in stock option remuneration for directors(excluding outside directors, herein after “eligible directors”).
The Company now intends to replace this stock options plan with a restricted stock remuneration
plan. As described below, the Company will provide to eligible directors shares of common stock subject
to certain conditions, including that the shares be un-transferable for a certain period and that theCompany may in certain circumstances acquire the shares without contribution. Allotting such
“restricted shares” is intended to make eligible directors more interested in the benefits and risks ofshare price fluctuations and thus motivate them to help the Company raise its share price and enhance its
corporate value in a sustainable manner.
Having comprehensively considered the contribution of its directors, the Company proposes that itprovide to eligible directors, in addition to their director remuneration, a maximum of ¥100 million peryear (the same amount as in the existing plan) in monetary claims to be redeemed for restricted shares.
The Company further proposes that it allot, within the scope of said monetary claims, two types ofrestricted shares—each type with a different transfer restriction period (both types are referred to herein
as “restricted shares”). The Company has concluded that this plan is reasonable in light of the directors’
contribution.
Pending shareholder approval, the Company will scrap its existing stock options plan. Accordingly,
it will no longer allot stock options to eligible directors.
The Company currently has nine (9) directors (two (2) of whom are outside directors) and the approvalof Proposal 2 will not change this number.

Particulars Concerning the Restricted Shares (including the maximum amount)
1. Allotment and amount to be paid in
The Board of Directors has resolved that the Company will provide eligible directors with monetaryclaims for restricted shares within the scope of the maximum annual limit mentioned above, and that theeligible directors will receive their allotted restricted shares by redeeming these monetary claims in their
entirety, as an in-kind contribution.
The Board of Directors will determine the amount to pay in for the restricted shares. This amountwill be within a range that gives no significant advantage to the eligible directors subscribing for the
restricted shares. In determining the amount, the Board of Directors will refer to the closing price of theCompany’s common shares on the Tokyo Stock Exchange as of the business day preceding theresolution date (or if no trading is reported on that day, the day preceding such).
To receive their monetary claims, eligible directors must agree to make the said in-kind contribution

－

14 －

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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

and to conclude a restricted share allotment agreement stipulating the matters in 3 below.
2. Number of restricted shares
The maximum amount of restricted shares the Company will allot in each business year will be 50,000.
However, the Company may subsequently adjust this amount to reasonably accommodate any stock split(or share allotment without contribution), share consolidation, or any other corporate action warranting
such adjustment.
3. Restricted share allotment agreement
The Board of Directors has resolved that it will conclude restricted share allotment agreements witheligible directors before issuing any of the restricted shares, and that these agreements will include thefollowing stipulations.
(1) Transfer restrictions
During the transfer-restriction period (either of the two periods listed below), eligible directors must notcede, pledge, hypothecate, provide as a pre-death gift, bequeath, or otherwise transfer to a third party
any of the restricted shares allotted to them.
(i)Type I Restricted Shares: A period determined by the Board of Directors between 2 and 5

years
(ii)

Type II Restricted Shares: 30 years(2) Circumstances in which the Company may acquire the restricted shares without contribution
If an eligible director resigns as a director or executive officer between the day the transfer-restriction
period began and the day before the nearest Ordinary General Meeting of Shareholders, the Company
will acquire without contribution the restricted shares it allotted to that eligible director (“allottedshares”) as a matter of course, unless the Board of Directors deems there to be legitimate grounds for notdoing so.
When the transfer-restriction period stipulated in (1) ends, the Company will acquire all or part of
the allotted-shares without contribution and as a matter of course if it determines that the circumstances
for lifting the transfer restriction as stipulated in (3) below are not present.
(3) Lifting the transfer restrictions
When the transfer-restriction period ends, the Company will lift the transfer restriction on the allottedshares in their entirety on condition that the eligible director remained incumbent as a director or
executive officer between the day the relevant transfer-restriction period began and the day of thenearest Ordinary General Meeting of Shareholders.
However, if the eligible director resigned as director or executive officer before the transferrestriction period ended, and if the Board of Directors deems that there are reasonable grounds for doing
so, the Company may reasonably adjust the number of the allotted-shares and the time when theirtransfer-restriction ends.
(4) Corporate reorganizationIf, following shareholder approval (or following a resolution of the Board of Directors if shareholder

－

15 －

approval is not required), the Company becomes subject to a corporate reorganization during thetransfer-restriction period (including a merger agreement in which the Company becomes a nonsurviving company, or a share exchange agreement or a share transfer plan under which the Company
becomes a wholly-owned subsidiary of another company), it will lift restrictions on a certain portion ofallotted-shares before the corporate reorganization takes effect. The Board of Directors will determine
the amount of allotted-shares whose restrictions will be lifted, and this amount will reflect the length oftime between the start of the transfer-restriction period and the day the corporate reorganization wasapproved.
Immediately after the transfer restrictions are lifted, as a matter of course, the Company will acquire
without contribution those allotted-shares whose transfer restrictions were not lifted.
Reference
If the General Meeting of Shareholders approves the proposal, the Company will introduce a similar
restricted stock plan (involving two types of restricted shares—each type with a different transfer
restriction period) for its executive officers.

－

16 －