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: 2445
June 10, 2024
To our shareholders:
Representative Director, President and Chairman
Kazumasa Takamiya
Takamiya Co., Ltd.
3-1 Ofuka-cho, Kita-ku, Osaka-shi, Osaka

Notice of the 56th Ordinary General Meeting of Shareholders
We are pleased to announce that the 56th Ordinary General Meeting of Shareholders of Takamiya Co., Ltd. (the“Company”) will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and has posted the informationon the Company’s website. Please access the website below to view the information.
Company’s website: https://corp.takamiya.co/en/(View by accessing the above website and selecting “INVESTORS,” “IR Library,” and “Shareholders’ meeting” insequence.)
The items for which measures for providing information in electronic format are to be taken are also posted on thewebsite of the Tokyo Stock Exchange (TSE) in addition to the Company’s website, andan be viewed from e following.
Tokyo Stock Exchange website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the Internet address shown above, enter “Takamiya” in “Issue name (company
name)” or the Company’s securities code “2445” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)If you will not attend the meeting in person, you may exercise your voting rights either via the Internet, etc.
or in writing (postal mail). After reviewing the Reference Documents for the General Meeting of Shareholders,please exercise your voting rights no later than 5:30 p.m. (end of office hours), Tuesday, June 25, 2024 (JST).
[Exercising voting rights via the Internet, etc.]
Access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/) and use the “Voting
rights exercise code” and “Password” that are provided in the voting form that was sent to you, then follow the
instructions on the screen and enter your approval or disapproval of the proposals by the above voting deadline.

[Exercising voting rights in writing (postal mail)]
Please indicate your approval or disapproval for each proposal on the voting form, and return it to the Company sothat it arrives by the above voting deadline.

-1-1. Date and Time:
2. Venue:

Wednesday, June 26, 2024 at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.)
2F Banquet Room HINOKI, InterContinental Osaka
3-60 Ofuka-cho, Kita-ku, Osaka-shi, Osaka

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 56th fiscal year (from April 1, 2023
to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 56th fiscal year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Introduction of Performance-Linked Share-Based Remuneration Plan for Directors
4. Matters Determined Concerning the Convocation(1) If you do not indicate your approval or disapproval for each proposal on the voting form when exercising
your voting rights in writing (postal mail), it shall be deemed that you indicated your approval.
(2) If you exercise your voting rights in duplicate both via the Internet, etc. and in writing (postal mail), the votevia the Internet, etc. shall be deemed effective, regardless of the order in which the votes are received.
(3) If you exercise your voting rights more than once via the Internet, etc., only the last vote shall be deemed
effective.
(4) If you exercise your voting rights by proxy, one other shareholder with voting rights may attend the meetingas a proxy.
For those attending the meeting, please present the voting form at the reception desk on arrival at the meeting.
Please bring this Notice of the Ordinary General Meeting of Shareholders with you.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.
For this General Meeting of Shareholders, we have delivered paper-based documents stating the items subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them. Among the items subject tomeasures for electronic provision, in accordance with the provisions of relevant laws and regulations and the Company’s Articles
of Incorporation, the following items are not provided in the paper-based documents we have delivered.
(i) Status of Business for the Current Business Year, Changes in Assets and Profit and Loss of the Corporate Group, Principal
Businesses, Principal Business Locations, Status of Employees, Status of Principal Lenders, Other Important Matters
Regarding the Current Status of the Corporate Group, Status of Share Acquisition Rights, Status of Accounting Auditor, andSystem to Ensure Properness of Operations of the Company and Operational Status of the System in the Business Report(ii) Consolidated Financial Statements (Consolidated Balance Sheets, Consolidated Income Statement, Consolidated Statementof Changes in Shareholders’ Equity, and Notes to Consolidated Financial Statements)(iii) Non-consolidated Financial Statements (Non-consolidated Balance Sheets, Non-consolidated Income Statement, Nonconsolidated Statement of Changes in Shareholders’ Equity and Notes to Non-consolidated Financial Statements(iv) Auditor’s report (Accounting Audit Report on Consolidated Financial Statements, Accounting Audit Report on Nonconsolidated Financial Statements, and Audit and Supervisory Committee Audit Report)
The Audit and Supervisory Committee and the Accounting Auditor have audited the documents subject to audit, including the
aforementioned items.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
1.

Partial Amendments to the Articles of Incorporation

Reasons for the proposal(1) The objectives in the current Articles of Incorporation will be modified to suit the current contents of ourbusiness, and new business objectives will be added to accommodate future business expansion.
(2) The objectives of businesses to be succeeded will be added in advance of the absorption-type merger of
the Company’s subsidiary and the comprehensive succession of the businesses.
(3) Formal changes, including the paragraph numbering adjustments, will be implemented to reflect theaddition of new business objectives.

2.

Details of the amendments
The details of amendments are as follows.
(Underlined parts indicate the parts which are changed.)
The proposed amendments to the Articles
of Incorporation

The current Articles of Incorporation(Purpose)
Article 2: The purpose of our company is to engage in thefollowing business activities.

(Purpose)
Article 2: The purpose of our company is to engage in thefollowing business activities.

Clause 1 to 18 (Omission of clause)
Clause 19 The development, manufacturing, sales, leasing,rental, repair, import, and export of construction
materials.
Clause 20 to 23 (Omission of clause)
Clause 24 Development, design, manufacturing, construction,
sales, leasing, rental, repair, import, export, andconsulting services related to construction materials,
construction machinery, agricultural materials(fixtures and tools for greenhouse cultivation ofvegetables, fruits, etc.), agricultural machinery, andagricultural facilities.
(Addition)

Clause 1 to 18 (No changes)(Deletion)(Addition)

Clause 25 The production, processing, logistics, and sales ofagricultural products, as well as consulting services
related to these activities.
(Addition)(Addition)
Clause 26 to 32 (Omission of clause)(Addition)(Addition)(Addition)(Addition)
Clause 33 to 43 (Omission of clause)(Addition)(Addition)
Clause 44 (Omission of clause)

Clause 19 to 22 (No changes)
Clause 23 The research, development, design, manufacturing,
construction, sales, leasing, rental, repair, import,
export of construction materials or construction
machinery.

Clause 24 Planning, research, and development of agricultural
technology.
Clause 25 Research, development, design, manufacturing,
construction, sales, leasing, rental, repair, import,
export of agricultural materials, agricultural
machinery, agricultural facilities, or agriculturalequipment.
Clause 26 The production, processing, storage, logistics, andsale of agricultural crops.
Clause 27 Outsourcing the production, processing, storage,
logistics, and sales of agricultural crops.
Clause 28 Training and education of agricultural workers.
Clause 29 to 35 (No changes)
Clause 36 Paid job placement services
Clause 37 Provision of job listings and support services for job
seekers
Clause 38 Employment reintegration support services
Clause 39 Talent development, vocational aptitude assessment,
support for recruitment, and capacity development
Clause 40 to 50 (No changes)
Clause 51 Telecommunications business based on the
Telecommunications Business Law
Clause 52 Consulting services related to items 21 through 28
and item 39.
Clause 53 (No changes)-3-Proposal No. 2

Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all nine Directors (excluding the Directors who are members of the Audit and Supervisory
Committee; applicable to the rest of this proposal) will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of nine Directors.
With respect to this proposal, the Audit and Supervisory Committee of the Company has judged that all of thecandidates for Director are suitable.
The candidates for Director are as follows:
Candidate
No.

Name

Position and responsibility in the Company

1

Reelection

Kazumasa Takamiya

Representative Director, President and Chairman

2

Reelection

Akiyoshi Takamiya

Representative Director and Executive Vice President
Division General Manager of Takamiya Lab. Division

3

Reelection

Tsutomu Abe

Director and Senior Managing Executive Officer
Director and Managing Executive Officer
Division General Manager of Corporate Strategy Division
Deputy Division General Manager of Takamiya Lab. Division
Supervisor of Overseas Business Division and Logistics Department
Preparation Office4

Reelection

Hideki Yasuda

5

Reelection

Yuki Mukaiyama

6

Reelection

Tomoya Tatsumi

Director and Executive Officer
Division General Manager of Business Management Division
Deputy Division General Manager of Takamiya Lab. Division

7

Reelection

Kazunori Kawakami

Director and Executive Officer
Division General Manager of Sales & Marketing Division
Deputy Division General Manager of Takamiya Lab. Division8

Reelection
OutsideKouji Shimokawa
Independent

Outside Director

9

Reelection
OutsideNoboru Furuichi
Independent

Outside Director

Director and Executive Officer
Division General Manager of Manufacturing Division
Deputy Division General Manager of Takamiya Lab. Division-4-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Mar. 1992
Nov. 1995

1

2

Joined the Company
Director and General Manager of Build Techno
Rental Department
June 1997
Executive Director and Division General
Manager of Build Techno Rental Division
June 2000
Director and Executive Vice President
Jan. 2001
Representative Director and Executive Vice
President
Kazumasa Takamiya(August 18, 1966)
June 2002
President and Representative Director
Reelection
June 2017
Representative Director, President andChairman (current position)
June 2019
Supervisor of Scaffolding Management
Division (current position)
Apr. 2021
Supervisor of Product Development Division(current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as a candidate for Director

Number of theCompany’s shares
owned

1,350,000 shares

Kazumasa Takamiya has held important posts as stated above, has deep knowledge and strong leadership related tocorporate management, and has been leading the Group. Accordingly, the Company has nominated him as a candidate
for Director.
Mar. 1995
Joined the Company
June 1997
Director and General Manager of Standby
Multimedia Business Department and RetailMarketing Department
Apr. 1998
Resigned from position of Director
June 2000
Director and Senior General Manager ofManagement Division
June 2001
Executive Director, General Manager ofFinance Department, and Supervisor ofManagement Division
June 2005
Executive Vice President, Executive Officer,
and Supervisor of Administrative Division
Apr. 2006
Representative Director and Executive Vice
President
Akiyoshi Takamiya
Apr. 2012
Representative Director and President of Hory
(February 7, 1969)
1,288,984 shares
Corporation
Reelection
June 2012
Director and Executive Vice President of theCompany
June 2016
Representative Director and Executive Vice
President (current position)
Apr. 2019
Supervisor of Product Development Division(current position)
May 2020
President and Representative Director of
TOTAL TOSHISEIBI Co., Ltd.
Apr. 2021
Supervisor of Scaffolding Management
Division of the Company (current position)
Apr. 2022
Division General Manager of Takamiya Lab.
Division (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as a candidate for Director
Akiyoshi Takamiya has held important posts as stated above, and is well versed in overall operations, with a focus in
the sales & marketing division, and management. Accordingly, the Company has nominated him as a candidate for
Director.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Mar. 1991
June 2005

3

Joined the Company
Executive Officer and General Manager ofSales & Marketing Department II, Sales &Marketing Division
Oct. 2008
Representative Director and President of
AOMORI ATOM Co., Ltd.
Feb. 2010
Executive Officer and Division General
Manager of Sales & Marketing Division of theCompany
Tsutomu Abe
June 2010
Director (current position)(September 27, 1966)
May 2013
Director of HIRAMATSU Co., Ltd.
Reelection
Apr. 2014
Director of ASAHI KOUGYOU Co., Ltd.
(currently TOTAL TOSHISEIBI Co., Ltd.)May 2021
Representative Director and Chairman of
AOMORI ATOM Co., Ltd. (current position)
Apr. 2022
Senior Managing Executive Officer of theCompany (current position)(Significant concurrent positions outside the Company)
Representative Director and Chairman of AOMORI ATOM Co.,Ltd.
Reasons for nomination as a candidate for Director

Number of theCompany’s sharesowned

157,340 shares

Tsutomu Abe has held important posts as stated above, and has abundant experience in the construction temporary
material industry and deep knowledge related to sales & marketing overall. Accordingly, the Company has nominatedhim as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Mar. 1990
Apr. 2008

4

Joined the Company
Executive Officer and General Manager ofFinance & Accounting Department
Feb. 2010
Executive Officer and General Manager ofCorporate Planning Department
May 2011
Corporate Auditor of IWATA Co., Ltd. (current
position)
May 2011
Corporate Auditor of HIRAMATSU Co., Ltd.
(current position)
June 2011
Director of the Company (current position)
June 2015
Managing Executive Officer and General
Manager of Corporate Planning Department
Apr. 2017Managing Executive Officer and Division
General Manager of Business Management
Hideki Yasuda
Division(August 2, 1967)
Apr. 2021
Managing Executive Officer and Division
Reelection
General Manager of Corporate Strategy
Division (current position)
Apr. 2022
Deputy Division General Manager of Takamiya
Lab. Division and Supervisor of Logistics
Department Preparation Office (current
position)
Sep. 2022
Division General Manager of Overseas
Business Division
Oct. 2022
Director of DIMENSION-ALL INC. (current
position)
Apr. 2023
Supervisor of Overseas Business Division of
the Company (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as a candidate for Director

Number of theCompany’s shares
owned

96,400 shares

Hideki Yasuda has held important posts as stated above, and has abundant experience and deep knowledge in theadministrative division, with a focus in corporate planning, finance and accounting, as well as the ability to carry out
planning. Accordingly, the Company has nominated him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Mar. 1993
Apr. 2013

5

Joined the Company
Executive Officer and General Manager ofBusiness Development Department
Apr. 2015
Executive Officer and Division General
Manager of Business Development Division
June 2015
Director (current position)
June 2016
Administrative Officer of Hory Korea Co., Ltd.
(current position)
Jan. 2018
Representative Director and President ofCadian Co., Ltd.
Apr. 2019
Executive Officer, Division General Managerof Overseas Business Division, and Supervisorof Business Development Division and Global
Yuki Mukaiyama
Procurement Division of the Company(February 2, 1970)
Reelection
Apr. 2020
Executive Officer, Supervisor of Overseas
Business Division and Business Development
Division, and Supervisor of Global
Procurement Division
Apr. 2021
Executive Officer and Division General
Manager of Manufacturing Division (current
position)
Apr. 2022
Deputy Division General Manager of Takamiya
Lab. Division (current position)
June 2022
Division General Manager of Global
Procurement Division(Significant concurrent positions outside the Company)–
Reasons for nomination as a candidate for Director

Number of theCompany’s shares
owned

51,500 shares

Yuki Mukaiyama has held important posts as stated above, has abundant overseas management experience due to him
working as representative at an overseas subsidiary, and has deep knowledge related to new business development andmanufacturing division. Accordingly, the Company has nominated him as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
July 1995
June 2013

6

Joined the Company
General Manager of Finance & Accounting
Department
Mar. 2016
Director of IWATA Co., Ltd. (current position)
Apr. 2017
Executive Officer of the Company
June 2017
Corporate Auditor of Hory Korea Co., Ltd(current position)
Jan. 2018
Corporate Auditor of Cadian Co., Ltd. (current
position)
May 2018
Corporate Auditor of Nakaya Kizai Co., Ltd.
(current position)
May 2019
Corporate Auditor of TOTAL TOSHISEIBI
Co., Ltd. (current position)
Corporate Auditor of AOMORI ATOM Co.,
Tomoya Tatsumi
Ltd. (current position)(November 3, 1971)
Reelection
May 2020
Corporate Auditor of ECO-TRY Co., Ltd.
(current position)
Apr. 2021
Senior Executive Officer and Division General
Manager of Business Management Division of
the Company
June 2021
Director, Executive Officer and Division
General Manager of Business Management
Division (current position)
Apr. 2022
Deputy Division General Manager of Takamiya
Lab. Division (current position)
May 2022
Corporate Auditor of Yame Kaisei Co., Ltd.
(current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as a candidate for Director

Number of theCompany’s shares
owned

47,400 shares

Tomoya Tatsumi has held important posts as stated above, and has abundant experience in finance and accounting,auditing subsidiaries, etc. He possesses sufficient qualifications to further strengthen governance and realize theexpansion of the functions of the administrative division going forward. Accordingly, the Company has nominated him
as a candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1990
Apr. 2005
June 2005

7

Joined the Company
General Manager of Tokyo Branch
Executive Officer and General Manager ofTokyo Branch
Feb. 2010
Executive Officer and General Manager ofScaffolding Construction Department
May 2013
President and Representative Director of ECOTRY Co., Ltd. (current position)
Apr. 2016
Senior Executive Officer, Deputy Division
General Manager of Sales & Marketing
Division, and General Manager of Scaffolding
Construction Department of the Company
Administrative Officer of Hory Korea Co., Ltd.
(current position)
Apr. 2021
Senior Executive Officer, Regional Manager ofSales & Marketing Division, General Manager
of Scaffolding Construction Department, andGeneral Manager of Tokyo Branch of theCompany
Apr. 2022
Division General Manager of Sales &Marketing Division and Deputy Division
General Manager of Takamiya Lab. Division(current position)
Kazunori Kawakami(June 6, 1967)
May 2022
Director of AOMORI ATOM Co., Ltd. (current
Reelection
position)
Director of HIRAMATSU Co., Ltd. (current
position)
Director of Nakaya Kizai Co., Ltd. (current
position)
June 2022
Director and Executive Officer, Division
General Manager of Sales & Marketing
Division, Deputy Division General Manager ofTakamiya Lab. Division, Regional Manager ofSales & Marketing Division, General Manager
of Scaffolding Construction Department, andGeneral Manager of Tokyo Branch of theCompany
Oct. 2022
Director of TOTAL TOSHISEIBI Co., Ltd.
(current position)
Apr. 2023
Director and Executive Officer, Regional
Manager of Sales & Marketing Division(current position), General Manager ofScaffolding Construction Department, andGeneral Manager of Sales Force Department of
the Company(Significant concurrent positions outside the Company)
President and Representative Director of ECO-TRY Co., Ltd.
Reasons for nomination as a candidate for Director

Number of theCompany’s shares
owned

71,220 shares

Kazunori Kawakami has held important posts as stated above, and has abundant experience in the construction
temporary material industry and deep knowledge related to sales & marketing overall. Accordingly, the Company has
nominated him as a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1985

8

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
Aug. 1996
Established Shimokawa Accounting Office(currently Shimokawa & Partners Accounting
Corporation)
Feb. 2002
Representative Director of Shimokawa
Accounting Office (currently Shimokawa &Partners Accounting Corporation)
June 2002
Corporate Auditor of the Company
June 2005
Director (current position)
Kouji Shimokawa
Dec. 2005
President of GLOBAL CORPORATE(March 29, 1962)
CONSULTING, INC.
Reelection
Apr. 2007
President of GLOBAL HUMAN
OutsideCOMMUNICATIONS, INC.
Independent
Apr. 2016
Representative Partner of Shimokawa &Partners Accounting Corporation (current
position)
Sep. 2017
Chairman of the Board of GLOBALCORPORATE CONSULTING, INC. (current
position)
June 2018
Director of Mitsuboshi Co., Ltd.
(Significant concurrent positions outside the Company)
Representative Partner of Shimokawa & Partners Accounting
Corporation
Reasons for nomination as a candidate for outside Director and expected roles

Number of theCompany’s shares
owned

133,560 shares

Kouji Shimokawa is certified as a tax accountant, and the Company hopes to utilize his abundant experience and deep
knowledge gained from engaging in business accounting operations over many years in the management of theCompany. Accordingly, the Company has nominated him as a candidate for outside Director. In addition, if Mr.
Shimokawa is elected, the Company plans for him to be involved in selecting candidates for the Company’s officers
and determining remuneration, etc. of officers from an objective and neutral standpoint as the chairperson of theNomination and Compensation Committee.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)

Joined New Japan Securities (currently Mizuho
Securities Co., Ltd.)May 1997
General Manager of Corporate Planning
Department
Apr. 2000
Executive Officer and General Manager of
Fukuoka Branch
May 2002
Managing Executive Officer in charge ofInvestment Banking Department I, II
Apr. 2005
Senior Managing Executive Officer, General
Noboru FuruichiManager of Osaka Corporation Division, and in(February 16, 1949)
charge of West Japan IB Sales Department
Reelection
May 2007
Representative Director and President of
OutsideShinko Investment Co., Ltd.
Independent
Feb. 2008
Representative Director and President of
Neostella Capital Co., Ltd.
June 2009
Advisor of Shinko Securities Business Services
Co., Ltd.
June 2010
Audit & Supervisory Board Member of
NICHIA STEEL WORKS, LTD.
June 2017
Director of the Company (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as a candidate for outside Director and expected roles

Number of theCompany’s shares
owned

Apr. 1972

9

Notes:

1.
2.
3.

4.

5.
6.

7.

9,600 shares

Noboru Furuichi has been in charge of a wide range of financial advisory operations over many years at securities
companies, has a high level of ability in making management decisions, and the Company hopes to utilize his abundant
experience and knowledge in the management of the Company. Accordingly, the Company has nominated him as a
candidate for outside Director. In addition, if Mr. Furuichi is elected, the Company plans for him to be involved inselecting candidates for the Company’s officers and determining remuneration, etc. of officers from an objective andneutral standpoint as a member of the Nomination and Compensation Committee.
There is no special interest between any of the candidates and the Company.
Kouji Shimokawa and Noboru Furuichi are candidates for outside Director.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Kouji Shimokawa and Noboru Furuichi havebeen appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved,
the Company plans for their appointment as independent officers to continue.
Kouji Shimokawa is currently an outside Director of the Company, and the term of office of Mr. Shimokawa will be 19
years at the conclusion of this meeting. Moreover, Mr. Shimokawa has served as Corporate Auditor of the Company inthe past.
Noboru Furuichi is currently an outside Director of the Company, and the term of office of Mr. Furuichi will be sevenyears at the conclusion of this meeting.
The Company has entered into an agreement with Kouji Shimokawa and Noboru Furuichi to limit their liability under
Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. The limit amountof the liability for compensation under said contract is determined to be the minimum liability amount stipulated in Article
425, paragraph (1), of the Companies Act. If Mr. Shimokawa and Mr. Furuichi are reelected, the Company intends tocontinue said contract with each of them.
The Company has entered into a directors and officers liability insurance policy, which is regulated under Article 430-3,
paragraph (1), of the Companies Act, with an insurance company. The scope of insureds under said insurance policy
includes Directors (including outside Directors), and the insureds do not bear any of the premiums. The insurance policy
covers an insured’s losses and such costs as related litigation expenses incurred from claims for damages arising fromunreasonable acts performed based on their position. However, as a measure to ensure that the proper execution of duties
of officers, etc. is not impaired, losses such as those resulting from bribery and other criminal acts and those incurred by
officers themselves who intentionally committed illegal acts are not covered. If each candidate is elected and assumes theoffice as Director, each candidate will be included as an insured in the policy. Moreover, the Company intends to renew
the policy when the next renewal is due.

- 12 -

Proposal No. 3

Election of Four Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors who are Audit andSupervisory Committee Members.
In addition, the advance consent of the Audit and Supervisory Committee for the submission of this proposal to this
General Meeting of Shareholders has been obtained.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
ownedAug. 1986
Dec. 2005
Nov. 2006
Jan. 2010

1

Joined Hory Corporation
Managing Director
Senior Managing Director
Senior Managing Director and General
Manager of Operation Department
June 2011
Senior Managing Director and General
Manager of Corporate Planning Department
Jan. 2018
Executive Officer and Division General
Manager of Scaffolding Quality Assurance
Takashi Masuno
Division of the Company(June 5, 1961)
5,700 shares
New election
June 2020
Senior Executive Officer and Division General
Manager of Global Quality Assurance Division
Apr. 2021
Senior Executive Officer and General Manager
of Global Production Management Department
Apr. 2024
General Manager in charge of Global
Production Management Department (current
position)(Significant concurrent positions outside the Company)–
Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee Member
Takashi Masuno has held important posts as stated above, and possesses extensive experience and advanced knowledgeof manufacturing and sales. The Company has determined that he possesses sufficient qualifications to further
strengthen governance going forward, and has accordingly nominated him as a candidate for Director who is an Audit
and Supervisory Committee Member.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
owned

Oct. 1979

2

Joined Nisshin LLC (currently Ernst & Young
ShinNihon LLC)
June 2004
President and Representative Director of Japan
Management Consulting K.K. (current position)
July 2004
Auditor of Pressance Corporation Co., Ltd.
June 2005
Corporate Auditor of the Company
Feb. 2006
Auditor of KITAKEI CO., LTD. (current
position)
Nov. 2010
Corporate Auditor of Watts Co., Ltd.
Mar. 2011
Corporate Auditor of SHO-BI Corporation(currently SHOBIDO Corporation)
June 2015
Director of Pressance Corporation Co., Ltd.
(Audit and Supervisory Committee Member)
Yoshihiro Sakatani(current position)(March 11, 1957)
Nov. 2015
Director of Watts Co., Ltd. (Audit andReelection
8,980 shares
Supervisory Committee Member) (current
Outsideposition)Independent
Dec. 2015
Director of SHO-BI Corporation (currently
SHOBIDO Corporation) (Audit andSupervisory Committee Member) (current
position)Mar. 2022
Director of KURIYAMA HOLDINGSCORPORATION (Audit and Supervisory
Committee Member) (current position)
June 2022
Director of the Company (Audit andSupervisory Committee Member) (current
position)(Significant concurrent positions outside the Company)
President and Representative Director of Japan Management
Consulting K.K.
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory Committee Member
Yoshihiro Sakatani is a certified public accountant and is expected to conduct objective and neutral auditing
engagements based on his abundant experience with financial auditing. Accordingly, the Company has nominated him
as a candidate for outside Director who is an Audit and Supervisory Committee Member.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
owned

Apr. 1993

3

4

Registered as an attorney at law (Osaka Bar
Association)
Joined Yodoyabashi Godo Law Offices(currently Yodoyabashi & Yamagami Legal
Professional Corporation) (current position)
June 2001
Corporate Auditor of G-7 HOLDINGS INC.
(current position)
Mar. 2016
Corporate Auditor of Onamba Co., Ltd.
Teiji Joko
(current position)(August 19, 1965)
Mar. 2017
Corporate Auditor of the Company
0 shares
Reelection
Dec. 2019
Director of Himenogumi Co., Ltd.
OutsideIndependent
Nov. 2020
Corporate Auditor of AKITA FOODS CO.,LTD. (current position)
June 2022
Director of the Company (Audit andSupervisory Committee Member) (current
position)(Significant concurrent positions outside the Company)
Representative Partner of Yodoyabashi & Yamagami Legal
Professional Corporation
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory Committee Member
Teiji Joko is a certified attorney at law who is expected to conduct objective and neutral auditing engagements based on
his abundant experience with the practice of law. Accordingly, the Company has nominated him as a candidate foroutside Director who is an Audit and Supervisory Committee Member. In addition, although Mr. Joko has not been
involved in corporate management other than as an outside officer, the Company has judged that he is capable ofappropriately fulfilling his duties as an outside Director of the Company for the above-mentioned reasons.
Apr. 1969
Enrolled in The Legal Training and ResearchInstitute of Japan
Apr. 1971
Appointed as public prosecutor (Tokyo District
Public Prosecutors Office, Fukushima District
Public Prosecutors Office)May 1974
Registered with the Osaka Bar Association
Mar. 1983
Joined Nakatsukasa Sogo Law Office (currently
Chuo Sogo Law Office, P.C.)
Apr. 2014
Corporate Auditor of DyDo DRINCO, INC.
(currently DyDo GROUP HOLDINGS, INC.)
Sachie Kato
June 2015
Director of YAMAZEN CORPORATION(November 11, 1946)
June 2015
Director of HISAKA WORKS, LTD.
2,100 shares
Reelection
OutsideJune 2016
Director of YAMAZEN CORPORATION
Independent(Audit and Supervisory Committee Member)
Apr. 2017
Corporate Auditor of DyDo GROUPHOLDINGS, INC.
June 2022
Director of the Company (Audit andSupervisory Committee Member) (current
position)
Dec. 2022
Senior Counsel of Chuo Sogo Law Office, P.C.
(current position)(Significant concurrent positions outside the Company)
Senior Counsel of Chuo Sogo Law Office, P.C.
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory Committee Member
Sachie Kato has extensive experience and deep insight into the legal world, and also has advanced knowledge ofcorporate management and compliance. Accordingly, the Company has nominated her as a candidate for outside
Director who is an Audit and Supervisory Committee Member in order to have her contribute to the promotion ofdiversity as the first female Director of the Company. In addition, although Ms. Kato has not been involved in corporate
management other than as an outside officer, the Company has judged that she is capable of appropriately fulfilling her
duties as an outside Director of the Company for the above-mentioned reasons.

- 15 -

Notes:1. There is no special interest between any of the candidates and the Company.
2. Yoshihiro Sakatani, Teiji Joko, and Sachie Kato are candidates for outside Director.
3. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Yoshihiro Sakatani, Teiji Joko, and Sachie
Kato have been appointed as independent officers as provided for by the aforementioned exchange. If Mr. Sakagami, Mr.
Joko, and Ms. Kato are elected, the Company plans for their appointment as independent officers to continue.
4. Yoshihiro Sakatani and Teiji Joko are currently outside Directors who are Audit and Supervisory Committee Members of
the Company, and their terms of office will be two years at the conclusion of this meeting. Notably, both of them have
served as non-executive officers (Corporate Auditors) of the Company.
5. Sachie Kato is currently an outside Director who is an Audit and Supervisory Committee Member of the Company, andthe term of office of Ms. Kato will be two years at the conclusion of this meeting.
6. The Company has entered into an agreement with Yoshihiro Sakatani, Teiji Joko, and Sachie Kato to limit their liability
under Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. The limit
amount of the liability for compensation under said contract is determined to be the minimum liability amount stipulated
in Article 425, paragraph (1), of the Companies Act. If Mr. Sakatani, Mr. Joko, and Ms. Kato are reelected, the Company
intends to continue said contract with each of them. In the event that the election of Takashi Masuno is approved, theCompany intends to conclude the same contract with him limiting his liability.
7. The Company has entered into a directors and officers liability insurance policy, which is regulated under Article 430-3,
paragraph (1), of the Companies Act, with an insurance company. The scope of insureds under said insurance policy
includes Directors (including outside Directors), and the insureds do not bear any of the premiums. The insurance policy
covers an insured’s losses and such costs as related litigation expenses incurred from claims for damages arising fromunreasonable acts performed based on their position. However, as a measure to ensure that the proper execution of duties
of officers, etc. is not impaired, losses such as those resulting from bribery and other criminal acts and those incurred by
officers themselves who intentionally committed illegal acts are not covered. If each candidate is elected and assumes theoffice as Director, each candidate will be included as an insured in the policy. The Company intends to renew the policy
when the next renewal is due.

- 16 -

Reference

Board of Directors System

The Company shall identify the capabilities required in order to carry out its corporate strategies and create a Director skills matrix. It
shall give comprehensive consideration to a balance of the knowledge, experience, and abilities required for the Board of Directors toeffectively fulfill its functions and responsibilities. The expertise and experience of each Director following the approval of Proposal
No. 2 and Proposal No. 3 is as follows.
Name

Corporate
management

Engineering
Sales

and
manufacturing

Kazumasa Takamiya
Representative Director, President
and Chairman

〇

〇

〇

Akiyoshi Takamiya
Representative Director andExecutive Vice President

〇

〇

〇

〇

〇

Tsutomu Abe
Director and Senior Managing
Executive Officer

GlobalFinance andoperations

accounting

〇

〇

〇

〇

Kouji Shimokawa
Outside Director〇

Noboru Furuichi
Outside Director〇〇

Takashi Masuno
Director(Full-time Audit and Supervisory
Committee Member)

〇

〇

DX

Sustainability

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

other
industries〇

Tomoya Tatsumi
Director and Executive Officer
Division General Manager ofBusiness Management Division
Kazunori Kawakami
Director and Executive Officer
Division General Manager of Sales& Marketing Divisionand riskmanagement〇

Hideki Yasuda
Director and Managing Executive
Officer
Division General Manager ofCorporate Strategy Division
Yuki Mukaiyama
Director and Executive Officer
Division General Manager of
Manufacturing Division

Legal affairs Experience in

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Yoshihiro Sakatani
Outside Director(Audit and Supervisory Committee
Member)〇Teiji Joko
Outside Director(Audit and Supervisory Committee
Member)

〇

〇

〇

〇

Sachie Kato
Outside Director(Audit and Supervisory Committee
Member)

〇

〇

〇

〇

- 17 -

Proposal No. 4
1.

Introduction of Performance-Linked Share-Based Remuneration Plan for Directors

Reasons for the proposal and why it is justified

With this proposal, the Company asks for approval to introduce a new performance-linked share-based remuneration
plan (Board Benefit Trust-Restricted Stock (BBT-RS), hereinafter referred to as the “Plan”) for the Company’s
Directors (excluding Directors who are Audit and Supervisory Committee Members and outside Directors among
the other Directors, applicable to the rest of this proposal unless otherwise specified) and Executive Officers (hereand hereinafter collectively referred to as “Eligible Directors”).
The aim of this proposal is to enhance awareness among Eligible Directors toward contributing to improving theCompany’s medium- and long term performance and increasing its corporate value by clarifying the link between
Eligible Directors’ remuneration and the Company’s performance and share value and making Eligible Directors
share with shareholders not only the benefits enjoyed when the share price rises, but also the risks that arise when
the share price falls. If this proposal is approved as written, it would align with the policy for determining the detailsof remuneration, etc. for individual Company Directors (see below), which will be resolved by the Company’s Boardof Directors at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company
considers the content of this proposal to be justifiable. Additionally, the Company’s Nomination and Compensation
Committee has submitted a report agreeing that introducing the Plan is justifiable given the objectives thereof, thebenefits of incentivizing improvement of performance over the medium to long-term, and the like.
With this proposal, the Company asks for the approval of specific details and methods for calculating amounts ofremuneration, etc. to remunerate the Company’s Directors according to the Plan, separately from the amount of
Director remuneration approved at the 54th Ordinary General Meeting of Shareholders held on June 23, 2022 (up to¥500 million per year (including up to ¥50 million per year for outside Directors), not including the employee portionof salaries). The Company wishes to leave the details of the Plan to the Board of Directors within the bounds set out
in 2. below.
At the 54th Ordinary General Meeting of Shareholders held on June 23, 2022, shareholders approved an amount of
remuneration up to ¥150 million per year in remuneration-type share options for Directors, separate from theaforementioned amount of cash remuneration; as conditions for adopting this proposal, the Company will abolishthis amount of remuneration for remuneration-type share options and refrain from granting new remuneration-type
share options in the future.
If Proposal No. 2 is adopted as written, seven Directors will be eligible for the Plan.
Notably, the Audit and Supervisory Committee has expressed its view that introducing the Plan is justifiable given
the objectives thereof and that the process for determining this proposal included a report from the Nomination andCompensation Committee.
2.

Specific details and methods for calculating amounts of remuneration, etc. under the Plan
(1) Overview of the Plan
The Plan is a performance-linked share-based remuneration plan under which the Company’s sharespurchased with cash contributions from the Company are acquired through a trust (hereinafter, the trust
defined under the Plan is referred to as the “Trust”), and the Company’s shares and cash amounts
corresponding to the market value of the Company’s shares (hereinafter referred to as “Shares and Cash”)
are provided to Eligible Directors through the Trust according to the Procedure for Providing Shares to
Officers set out by the Company. Notably, under the Plan, two types of payments are made to Directors—
ST payments and LT payments—and only LT payments are made to Executive Officers. Below areoverviews of each type of payment.
(i)

ST payments
Regarding ST payments, in principle, Directors receive payments in the form of the Company’s sharesat a defined time each year, and payments in the form of cash amounts corresponding to the market
value of the Company’s shares upon retiring from office. When receiving ST payments in the form of
the Company’s shares (hereinafter referred to as “ST Shares”) while they are in office, Directors must
conclude a share transfer restriction agreement with the Company as described in 3. below before- 18 -

receiving said payment of ST Shares. The transfer restriction agreement prohibits Directors from
disposing of ST Shares received while they are in office by transfer or other means until they retire
from office.
(ii) LT payments
Regarding LT payments, in principle, Eligible Directors receive payments in the form of the Company’s
shares at a defined time at the end of each Defined Period (defined in (4) below), and payments in theform of cash amounts corresponding to the market value of the Company’s shares upon retiring fromoffice. When receiving LT payments in the form of the Company’s shares (hereinafter referred to as“LT Shares”) while they are in office, Eligible Directors must conclude a share transfer restriction
agreement with the Company as described in 3. below before receiving said payment of LT Shares. The
transfer restriction agreement prohibits Eligible Directors from disposing of LT Shares received while
they are in office by transfer or other means until they retire from office.
(2) Eligibility for the Plan
Directors (Directors who are Audit and Supervisory Committee Members and outside Directors among theother Directors are ineligible for the Plan) and Executive Officers(3) Trust period
From August 2024 (scheduled) until the Trust ends (Notably, there is no specific end date to the trust period
for the Trust; the Trust continues as long as the Plan continues. The Plan will end when the Company’s
shares are delisted, the Procedure for Providing Shares to Officers is abolished, or the like.)(4) Trust amountAs conditions for adopting this proposal, the Company will introduce the Plan for the three fiscal years
from the fiscal year ending March 31, 2025 to the fiscal year ending March 31, 2027 (hereinafter, thisperiod of three fiscal years is referred to as the “Initial Defined Period,” with the Initial Defined Period andperiods lasting three fiscal years starting after the Initial Defined Period has elapsed referred to using theinclusive term “Defined Period”), and Defined Periods thereafter, and contribute the following cash
amounts to the Trust to fund the acquisition of the Company’s shares by the Trust in order to pay Shares
and Cash to Eligible Directors.
First, when the Trust is created (August 2024 (scheduled)), the Company will create the Trust bycontributing the cash amount equivalent to the estimated amount of funds needed for the Initial Defined
Period. The upper limit of points to be granted to Eligible Directors under the Plan is 1,100,000 per threefiscal years as defined in (6) below; therefore, when the Trust is created, the Company will contribute an
amount reasonably estimated as necessary to require the upper limit of 1,100,000 shares to the Trust in
consideration of the closing price of the Company’s shares at the end of regular trading hours of the Tokyo
Stock Exchange immediately prior. For reference, using the closing price of ¥481 on May 23, 2024, therequired amount of funds would be roughly ¥529 million.
The Company will make additional contributions to the Trust after the Initial Defined Period has elapsed
and until the Plan ends—in principle, amounts deemed necessary for the Trust to acquire the Company’s
shares in advance are based on reasonable estimates of the required number of shares to pay Eligible
Directors under the Plan for each Defined Period. However, when making these additional contributions,
if any of the Company’s shares (the Company’s shares corresponding to the number of points granted to
Eligible Directors for each Defined Period immediately prior, excluding outstanding payments to Eligible
Directors) or cash (hereinafter referred to collectively as “Remaining Shares and Cash”) remain in the Trust,they will be allocated to the funds for payments under the Plan for subsequent Defined Periods; theCompany will factor in Remaining Shares and Cash when calculating amounts for additional contributions.
The Company will make proper and timely disclosures when determining additional contributions.
Note:

The amounts of money the Company actually contributes to the Trust correspond to estimated amounts for trust feesand other expenses in addition to the aforementioned funds for acquiring shares.

(5) Method of acquisition of the Company’s shares and number of shares acquired by the Trust
The Trust will acquire the Company’s shares by purchasing them through the stock exchange using funds
contributed as described previously in (4) or by receiving a portion of shares bought back by the Company.
Given that the upper limit of points to be granted to Eligible Directors is 1,100,000 per three fiscal years- 19 -

as defined in (6) below, the upper limit of the number of the Company’s shares to be acquired by the Trustfor each Defined Period is 1,100,000. The Company will make proper and timely disclosures as to thedetails of acquisitions of the Company’s shares by the Trust.
(6) Upper limit of Shares and Cash to be paid to Eligible Directors
Regarding ST payments to Directors, each fiscal year, Directors are granted a fixed number of points
commensurate with their position and other factors based on the Procedure for Providing Shares to Officers.
Regarding LT payments to Eligible Directors, each fiscal year, Eligible Directors are initially granted afixed number of points commensurate with their position and other factors based on the Procedure for
Providing Shares to Officers. In principle, the points initially granted to Eligible Directors each fiscal year
for LT payments are adjusted using multipliers corresponding to the level of achievement of performancetargets and the like at the end of each Defined Period.
The upper limit of the total number of points to be granted to Eligible Directors per three fiscal years (forthe number of points for LT payments, the number of points after the aforementioned adjustments) is
1,100,000 (including 920,000 for directors). The Company determined this upper limit after comprehensive
consideration of the current level of officer compensation, trends and future outlook for the number of
Eligible Directors, and other factors. Accordingly, the Company deems this upper limit to be justifiable.
When paying Shares and Cash as described in (7) below, the number of points to be granted to Eligible
Directors (for the number of points for LT payments, the number of points after the aforementioned
adjustments) is converted at a rate of one of the Company’s shares per point (Notably, if splits, bonus issues,
reverse splits, or the like pertaining to the Company’s shares occur after this proposal is approved, theupper limit of the number of points, numbers of points previously granted, and conversion rates will be
adjusted accordingly in response to percentages thereof.).
The number of votes for the number of shares corresponding to the upper limit of the number of points tobe granted to Directors per three fiscal years (for the number of points for LT payments, the number ofpoints after the aforementioned adjustments) is 9,200, which constitutes roughly 1.98% of the total numberof votes for the total number of shares issued (465,608 as of March 31, 2024).
The standard number of points for Directors for payments of Shares and Cash as described in (7) below ismanaged by distinguishing those for ST payments from those for LT payments; in principle, it is the numberof points (for the number of points for LT payments, the number of points after the aforementioned
adjustments) to be granted to Eligible Directors by the time beneficiary rights described in (7) below are
finalized (hereinafter referred to as the “Final Number of Points”).
(7) Specific methods for calculating payment of Shares and Cash and amounts of remuneration, etc.
In principle, Directors who fulfill the beneficiary requirements undergo the requisite beneficiary
finalization procedure to receive ST payments from the Trust at a defined time each year and LT paymentsfrom the Trust at a defined time at the end of each Defined Period in the form of the number of theCompany’s shares corresponding to the Final Number of Points determined as described previously in (6).
In principle, Directors who fulfill the requirements set out in the Procedure for Providing Shares to Officers
receive cash payments equivalent to the market value of the Company’s shares when they retire from office
at a fixed percentage instead of the Company’s shares. In some cases, the Company’ shares may be soldfrom the Trust to make these cash payments.
Additionally, in principle, Executive Officers who fulfill the beneficiary requirements undergo the requisite
beneficiary finalization procedure to receive payments from the Trust at a defined time at the end of eachDefined Period in the form of the number of the Company’s shares corresponding to the Final Number ofPoints determined as described previously in (6). In principle, Executive Officers who fulfill therequirements set out in the Procedure for Providing Shares to Officers receive cash payments equivalent to
the market value of the Company’s shares when they retire from office at a fixed percentage instead of theCompany’s shares. In some cases, the Company’ shares may be sold from the Trust to make these cash
payments.
When receiving payments in the form of the Company’s shares while they are in office, Eligible Directors
must conclude a share transfer restriction agreement with the Company as described in 3. below before
receiving said payment of the Company’s shares. The transfer restriction agreement prohibits Eligible
Directors from disposing of the Company’s shares received while they are in office by transfer or othermeans until they retire from office.
- 20 -

Additionally, Eligible Directors who have been granted points cannot acquire all or a portion of the rights
to receive payments if the General Meeting of Shareholders or the Board of Directors pass a resolution todismiss them, if they retire from office during their term because they committed certain illegal actions, if
they committed inappropriate actions that damage the Company while in office, or the like.
When points are awarded, the amount of remuneration, etc. received by Directors is based on the total
number of the points granted to the Directors multiplied by the book value per share of the Company’s
shares owned by the Trust (Notably, if splits, bonus issues, reverse splits, or the like pertaining to theCompany’s shares occur, the amount will be adjusted accordingly in response to percentages thereof.).
Additionally, when points for LT payments are adjusted according to the Procedure for Providing Shares
to Officers or when deemed justifiable in cases where exceptional cash amounts are to be paid, the amountof remuneration, etc. received by Directors will be reasonably adjusted accordingly.
(8) Exercising voting rights
Voting rights for the Company’s shares in the Trust account will not be exercised uniformly under directionof the trust administrator. Depending on the method, the exercise of voting rights for the Company’s sharesin the Trust account is designed to ensure neutrality toward the Company’s management.
(9) Treatment of dividends
Dividends for the Company’s shares in the Trust account are received by the Trust and allocated to cash
for acquiring the Company’s shares, trust fees for trustees of the Trust, and the like. Notably, when the
Trust ends, dividends and the like remaining in the Trust will be paid proportionally to the number of points
held by each Eligible Director in office at that time according to the Procedure for Providing Shares to
Officers.
(10) Treatment when the trust ends
The Trust will end when the Company’s shares are delisted, the Procedure for Providing Shares to Officers
is abolished, or the like.
The plan for the Company’s shares among the remaining assets in the Trust when the Trust ends calls for
the Company to acquire the shares at no charge, and for the Board of Directors to pass a resolution to retire
the shares. The cash among the remaining assets in the Trust when the Trust ends will be paid to theCompany after subtracting the cash to be paid to Eligible Directors as described previously in (9).
3.

Overview of share transfer restriction agreement for the Company’s shares paid to Eligible Directors
When receiving payments in the form of the Company’s shares while they are in office, Eligible Directors must
conclude a share transfer restriction agreement that includes the following content as an outline (hereinafterreferred to as the “Share Transfer Restriction Agreement”) with the Company before receiving said payment of
the Company’s shares (Eligible Directors must conclude the Share Transfer Restriction Agreement as acondition for receiving the Company’s shares.). However, there are cases in which Eligible Directors may
receive payment in the form of the Company’s shares without concluding the Share Transfer Restriction
Agreement, such as when they have already retired when the time for the payment comes.
(i)

Details of transfer restrictions
Eligible Directors may not transfer, create a security interest in, or otherwise dispose of the Company’s
shares paid to them from the day they receive the shares until the day they retire from all positions
equivalent to officer of the Company(ii) Free acquisition by the Company
The Company acquires the corresponding shares at no charge when certain illegal acts have beencommitted or the requirements for lifting the transfer restrictions described in (iii) below have not been
fulfilled(iii) Lifting of transfer restrictions
Transfer restrictions are lifted when Eligible Directors retire from all positions equivalent to officer of theCompany for justifiable reasons or retire from office due to their death(iv) Treatment during reorganization, etc.
If, during the transfer restriction period, matters relating to a merger agreement in which the Company isthe disappearing company or other reorganization, etc. are approved at the Company’s General Meeting of- 21 -

Shareholders or the like, the Company shall lift the transfer restrictions immediately prior to—on thebusiness day before—the date on which the reorganization, etc. becomes effective by resolution of theBoard of Directors of the Company.
To prevent Eligible Directors from transferring, creating a security interest in, or otherwise disposing of
the Company’s shares subject to transfer restrictions under the Share Transfer Restriction Agreement
during the transfer restriction period, the plan calls for the shares to be managed in dedicated accounts
opened by Eligible Directors at the securities company designated by the Company.
Additionally, the method for expressing intentions and giving notifications in the Share Transfer
Restriction Agreement, the method for amending the Share Transfer Restriction Agreement, and othermatters to be determined by the Board of Directors shall be laid out in the Share Transfer Restriction
Agreement.
Reference

Mechanism of the Plan(i) Establishment of Procedure for Providing
Shares to Officers(iv) Conclusion of a transfer
restriction agreement[Trustor]
The Company(ii) Enstrustment(iii) Shareacquisitionof money

Directors, etc.

(v) Granting of points(vi) Non-exercise
of voting rights

Instructions on
non-exercise of
voting rights[Trustee]Mizuho Trust & Banking Co., Ltd.
(Re-trusted: Custody Bank of Japan, Ltd.)

Trust administrator[Beneficiaries](vii) Provision of theCompany’s shares, etc.

The Company’s shares- 22 -

Directors, etc. who meet thebeneficiary requirements

Acquisition of
beneficiary rights

(i)The Company will establish the Procedure for Providing Shares to Officers within the scope of theframework approved under this proposal.

(ii) The Company will entrust cash within the scope approved under this proposal.
(iii) The Trust will acquire the Company’s shares by purchasing them through the stock exchange using cash
contributed as described previously in (ii) or by receiving a portion of shares bought back by theCompany.
(iv) Eligible Directors must conclude a transfer restriction agreement that includes restrictions of transfersand other forms of disposition while they are in office, a clause for certain free acquisitions by theCompany, and the like with the Company for the Company’s shares received while they are in office.
(v) The Company will grant points to Eligible Directors based on the Procedure for Providing Shares to
Officers.
(vi) The Trust will not exercise voting rights for the Company’s shares in the Trust account under the directionof the trust administrator, who is independent from the Company.
(vii) The Trust will pay the Company’s shares commensurate with the number of points granted to Eligible
Directors who fulfill the beneficiary requirements set out in the Procedure for Providing Shares to Officers
at a defined time each year in the case of ST payments and at a defined time at the end of each Defined
Period in the case of LT payments. Notably, when Eligible Directors satisfy the requirements set out in
the Procedure for Providing Shares to Officers, they receive cash payments equivalent to the market valueof the Company’s shares when they retire from office at a fixed percentage of points.

Reference
1. Basic policy

Policy for determining the details of remuneration, etc. for individual Directors (Draft)

The remuneration system for Company Directors is based on shareholders’ interests in pursuit of improving
corporate value and achieving the long-term, sustainable growth of the Group. When determining remuneration
for individual Directors, the level will be commensurate with their responsibilities. Specifically, remuneration
comprises basic remuneration for each position, performance-linked remuneration (bonuses) as short-term
incentives linked to performance in each fiscal year, and share-based remuneration positioned as a medium- andlong-term incentive. However, given that they are tasked with supervisory functions, outside Directors and Audit
and Supervisory Committee Members are only paid basic remuneration. With regard to the composition ratioof remuneration, the ratio of short-term and medium- and long-term performance-linked remuneration and theratio of monetary remuneration and share-based remuneration will be appropriately set to ensure the system
functions as a sound incentive.
2.

Policy for determining amounts of basic remuneration (monetary remuneration) for individual Directors(including policy for determining the timing and conditions for providing remuneration, etc.)
Basic remuneration for Company Directors comprises monthly fixed remuneration and is determined within thelimit of total remuneration for Directors determined by resolution of the General Meeting of Shareholders andin comprehensive consideration of evaluations of each Director’s position and execution of duties, theCompany’s performance, levels of employees’ wages, and other factors.

3.

Policy for determining the details, and methods of calculating the amounts and numbers, of performance-linked
remuneration and non-monetary remuneration, etc. (including policy for determining the timing and conditionsof providing remuneration, etc.)
Bonuses—short-term performance-linked remuneration—comprise monetary remuneration within the limit of
total remuneration for Directors determined by resolution of the General Meeting of Shareholders, that reflects
key performance indicators (KPIs) with the aim of enhancing Directors’ awareness of improving performancein each fiscal year, and amounts calculated using defined multipliers will be paid at a defined time each year
when consolidated operating profit targets for each fiscal year are achieved.
Regarding share-based remuneration—a medium- and long-term incentive—, the number of shares equivalent
to the amount of money calculated based on position multipliers from internal rules will be granted at a defined- 23 -

time each year and the number of shares equivalent to the amount of money calculated based on achievementof performance indicators and the like in medium-term business plans will be paid at a defined time after theend of the medium-term business plans. The payments will be made through a trust established and within thescope of the amount determined by resolution of the General Meeting of Shareholders. Directors must conclude
a share transfer restriction agreement with the Company before receiving the Company’s shares. Accordingly,
the shares received during the term of office will be restricted from being disposed of by transfer, etc. until
retirement.
4.

Policy for determining the monetary remuneration, performance-linked remuneration, and non-monetary
remuneration, etc. percentages of remuneration, etc. for individual Directors
Percentages of types of remuneration for executive directors are determined in consideration of remunerationlevels benchmarked against companies in similar industries and lines of business and of similar scale to theCompany.
The Board of Directors (President and Representative Director delegated as described in 5. below) determines
the details of remuneration, etc. for individual Directors within the percentages of types of remuneration after
seeking consultation and receiving reports from the Nomination and Compensation Committee.

5.

Matters relating to determining the details of remuneration, etc. for individual Directors
The specific details of remuneration, etc. for individual Directors are delegated to the President andRepresentative Director by resolution of the Board of Directors; the details of the authority thereof are evaluatedand allocated in response to the amount of basic remuneration, position, and execution of duties of each Director.
However, payments for individual Directors are determined after seeking consultation and receiving reports
from the Nomination and Compensation Committee and in comprehensive consideration of the Company’s
performance and other factors.

- 24 -