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: 3101
June 3, 2019
To our shareholders:
Seiji Narahara
Representative Director, President
Toyobo Co., Ltd.
2-2-8 Dojima Hama, Kita-ku, Osaka

Notice of the 161st Annual General Meeting of Shareholders
You are cordially invited to attend the 161st Annual General Meeting of Shareholders of Toyobo Co., Ltd. (the“Company”), which will be held as follows.
Note that if you are unable to attend on the day of the event, your voting right can be exercised in writing or overthe internet. In that case, please consider the subsequent Reference Documents for General Meeting of
Shareholders, and exercise your voting right by the end of business hours at 5:30 p.m. on Monday, June 24, 2019
(JST).
1. Date and Time: Tuesday, June 25, 2019, at 10:00 a.m. (JST) (Reception will begin at 9:00 a.m.)
2. Venue:
12th Floor Main Hall, Head Office
2-2-8 Dojima Hama, Kita-ku, Osaka
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements for the 161st term (April 1, 2018 to March 31, 2019),
and audit results of the Consolidated Financial Statements by the Financial Auditor and the Board of
Corporate Auditors
2. Non-consolidated Financial Statements for the 161st term (April 1, 2018 to March 31, 2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Ten Directors
Proposal No. 3
Election of One Substitute Corporate Auditor
Proposal No. 4
Determination of Compensation for Granting Restricted Shares to Directors
4. Matters Decided on Regarding the Convocation
If multiple votes are exercised in writing, over the internet, etc., the vote exercised over the internet, etc., will becounted as the valid vote. In addition, if multiple votes are exercised through the same method, the last vote
exercised will be counted as the valid vote.

- Please bring the enclosed voting form for submission at reception desk when you attend on the day of the meeting.
- As the following items are posted on our website on the internet (https://www.toyobo.co.jp/), based on laws and regulations and theprovisions of Article 18 of the Company’s Articles of Incorporation, they are not described in the materials attached to thisconvocation notice.
1) Consolidated Statements of Changes in Equity in the Consolidated Financial Statements2) Accompanying notes to the Consolidated Financial Statements
3) Statements of Changes in Equity in the Non-consolidated Financial Statements
4) Accompanying notes to the Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited when the
Corporate Auditors prepared the audit report and the Financial Auditor prepared the independent audit report include both items
described in the materials attached to this convocation notice and items posted on the Company’s website.
- Note that if there are any modifications in the Business Report, the Consolidated Financial Statements, the Non-consolidated
Financial Statements, or the Reference Documents for General Meeting of Shareholders, they will be posted on our website on theinternet (https://www.toyobo.co.jp/).

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-

Please be advised that the results of the resolutions will be posted on the Company’s website at the URL stated above in lieu of themailing of a written resolution notification.

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company views the provision of appropriate profit returns to shareholders as one of the most importantmanagement issues, and dividends are determined through an overall judgment that takes into consideration
matters such as sustainable profit levels, retained earnings for future investments, and improvements to ourfinancial position, while setting the continuation of stable dividend as our basic policy, with a target total return
ratio of 30%. The Company posted net loss for the current fiscal year. However, this was resulted from thetemporary factors, so the Company proposes to pay year-end dividend for the current fiscal year of ¥40 per share.
(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥40 per common share for a total of ¥3,550,698,000(3) Effective date of dividends of surplus
June 26, 2019-3-

Proposal No. 2

Election of Ten Directors

At the conclusion of this meeting, the terms of office of all nine Directors will expire. Therefore, in order to further
strengthen our corporate governance system, the Company proposes to increase the number of outside Directors by
one and to elect ten Directors (including four outside Directors).
The candidates for Director are as follows:
Candidate
No.
1
2
3
4
5
6

Name
Ryuzo Sakamoto
Male
Seiji Narahara
Male
Masaru Watanabe
Male
Shigeo Takenaka
Male
Hitoshi Ueno
Male
Shigeo Nishiyama
Male

Position at the Company
Reelection
Reelection
Reelection

Representative Director and Chairman
Representative Director, President andChief Operating Officer
Representative Director and Corporate
Senior Executive Officer

Reelection

Director and Corporate Executive Officer

Reelection

Director and Corporate Executive Officer

Reelection

Director and Corporate Executive Officer

Attendance atmeetings of theBoard of Directors
100%(18/18)100%(18/18)100%(18/18)100%(18/18)86%(12/14)100%(14/14)

Reelection
78%
OutsideDirector(14/18)
Independent
Reelection
100%
Masaru Nakamura
OutsideDirector
8(18/18)
Male
Independent
Reelection
93%
Takafumi Isogai
OutsideDirector
9(13/14)
Male
Independent
New election
Kimie Sakuragi
Outside−−10
FemaleIndependent
Notes: 1. For the attendance status at meetings of Board of Directors of Hitoshi Ueno, Shigeo Nishiyama, and Takafumi Isogai,
only the meetings held since their appointment on June 27, 2018 are included.
2. The nomination of each candidate is decided on in consideration of the report of Nomination Committee, which is anadvisory body for the Company’s Board of Directors.
7

Taketoshi Oka
Male

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Candidate
No.

Name
(Date of birth)

1

Ryuzo Sakamoto(November 20, 1947)
Male
Reelection

2

Seiji Narahara(October 17, 1956)
Male
Reelection

3

Masaru Watanabe(December 24, 1956)
Male
Reelection

4

Shigeo Takenaka(October 16, 1958)
Male
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1972
June 2002
June 2005

Joined the Company
Director
Representative Director, President and Chief
Operating Officer
Apr. 2014
Representative Director and Chairman(current position)
Jan. 1988
Joined the Company
Apr. 2010
Corporate Officer
June 2011
Director and Corporate Officer
Apr. 2014
Representative Director, President and Chief
Operating Officer(current position)(Currently Controlling Supervisor of Internal Audit Department
and KAERU Project)
Apr. 1979
Joined the Company
Mar. 1999
Manager of Funds Management Department
July 2007
General Manager of Plastics Management
OfficeOct. 2009
Deputy Director, General Manager of Plastics
Operation Planning Office, and General
Manager of Plastics Management Office
Apr. 2014
Corporate Officer
June 2016
Director and Corporate Officer
Apr. 2017
Director and Corporate Executive Officer
Apr. 2018
Representative Director and Corporate Senior
Executive Officer(current position)(Currently Controlling Supervisor of Environmental Safety,
Quality Assurance Operating Department, Finance Department,
Accounting and Control Department, Procurement & Logistics
Department, and Human Resources Department Supervisor of
KAERU Project)
Apr. 1981
Joined the Company
Sep. 2004
Manager of America Office
July 2006
General Manager of Vylon Department
Apr. 2010
Deputy Director and General Manager of Vylon
Department
Apr. 2012
Deputy Director, General Manager ofFunctional Polymers Operating Department,
and General Manager of Functional Polymers
Technology & Development Department
Apr. 2013
Corporate Officer
Apr. 2017
Corporate Executive Officer
June 2017
Director and Corporate Executive Officer(current position)(Currently Head of Plastics Division; Head of Specialty
Chemical Division; Controlling Supervisor of Tsuruga Researchand Production Center)-5-

Number of theCompany’s shares
owned

21,965 shares

17,444 shares

5,298 shares

3,998 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
June 1989
Oct. 20095

6

7

Number of theCompany’s shares
ownedJoined the Company
Deputy Director, Head of Corporate ResearchCenter, and Deputy General Manager ofBusiness Development Planning Office
Hitoshi Ueno
Apr. 2013
Corporate Officer(June 6, 1954)
Apr. 2017
Corporate Executive Officer
Male4,068 shares
June 2018
Director and Corporate Executive Officer(current position)
Reelection(Currently Head of Healthcare Division. Head of Bio-Science &Medical Division)[Significant concurrent positions outside the Company]
Director and Chairman of Spinreact, S.A.U.
Apr. 1983
Joined the Company
Apr. 2007
General Manager of Textile Production
Technology Department and Manager of Textile
Procurement Group, Textile Production
Planning Department
Apr. 2014
Deputy Director, General Manager of Textile
Production & Development Operating
Department, General Manager of Textile
Shigeo Nishiyama
Production Technology and Development(June 26, 1959)
Department, and seconded to TOYOBO STC
2,369 shares
MaleCO., LTD.
Apr. 2017
Corporate Officer
Reelection
June 2018
Director and Corporate Officer
Apr. 2019
Director and Corporate Executive Officer(current position)(Currently Head of Fibers, Textiles & Functional Products
Division; Controlling Supervisor of Iwakuni Production Center)[Significant concurrent positions outside the Company]
President and Chief Operating Officer of TOYOBO STC CO.,LTD.
Apr. 1974
Registered as an attorney at law
Apr. 1996
Vice Chairman of Osaka Bar Association
Taketoshi Oka
July 2003
Established Kinki Chuou Law Office;(September 19, 1945)
Representative Partner
Male(current position)
0 shares
Reelection
June 2015
Director of the Company
Outside(current position)
Independent[Significant concurrent positions outside the Company]
Representative Partner of Kinki Chuou Law Office
Reasons for nomination as candidates for outside Director
We propose the nomination of Taketoshi Oka so that his extensive experience and wide-ranging knowledge as an
attorney at law can be leveraged to provide advice and supervision concerning the Company’s management from an
objective and specialist perspective. Note that while he has never in the past been involved in the management of acompany except as an outside Director or outside Corporate Auditor, the Company judges that he will appropriately
fulfill his duties as an outside Director based on the above reasons. It should be noted that he served as a member of the
Independence Committee prescribed in the Company’s Takeover Defense Measures from June 2008 to June 2014.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977
Apr. 2006
Apr. 2008
Apr. 2010
Apr. 2012
Apr. 2016

8

9

Number of theCompany’s shares
ownedJoined Sumitomo Corporation
Corporate Officer
Executive Officer
Masaru Nakamura
Managing Executive Officer(September 3, 1953)
Senior Managing Executive OfficerMale
0 shares
Adviser
Reelection(current position)
OutsideJune 2017
Director of the Company
Independent(current position)
June 2019
Scheduled to resign as Advisor for Sumitomo
Corporation
Reasons for nomination as candidates for outside Director
We propose the nomination of Masaru Nakamura so that his extensive experience and wide-ranging knowledge as amanager can be leveraged to provide advice and supervision concerning the Company’s management from an objective
and specialist perspective.
Jan. 1987
Assistant Professor of Faculty of Liberal Arts ofOsaka University
Apr. 1996
Assistant Professor of Graduate School ofEngineering Science of Osaka University
Takafumi Isogai
Apr. 2002
Professor of Faculty of Mercantile Marine of(April 4, 1949)
Kobe University of Mercantile Marine
Male
Oct. 2003
Professor of Faculty of Maritime Sciences of
0 shares
Kobe University
Reelection
Apr. 2013
Professor of School of Commerce of University
Outsideof Marketing and Distribution Sciences
Independent
Apr. 2018
Part Time Lecturer of University of Marketingand Distribution Sciences
June 2018
Director of the Company(current position)
Reasons for nomination as candidates for outside Director
We propose the nomination of Takafumi Isogai so that his extensive experience and wide-ranging knowledge as an
academic specializing in the quality control field can be leveraged to provide advice and supervision concerning theCompany’s management from an objective and specialist perspective. Note that while he has never in the past been
involved in the management of a company except as an outside Director or outside Corporate Auditor, the Company
judges that he will appropriately fulfill his duties as an outside Director based on the above reasons.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1981

Number of theCompany’s shares
ownedJoined Fukutake Publishing Co., Ltd. (current
Benesse Holdings, Inc.)
Apr. 1995
Supervisor of Book Businesses in Publishing
Division
Nov. 1998
Chief of Business Ethics and Compliance
OfficeJan. 2003
Manager of Business Ethics and Compliance
OfficeJune 2003
Standing Audit & Supervisory Board Member
Kimie Sakuragiof Benesse Corporation (current Benesse(September 6, 1958)
Holdings, Inc.)
Female(current position)
0 shares
Apr. 2007
Adjunct Professor of the University of Aizu
New election
Graduate School
Outside10(current position)
IndependentOct. 2009
Audit & Supervisory Board Member ofBenesse Corporation(current position)
June 2019
Scheduled to retire the position (Audit &Supervisory Board Member of Benesse
Corporation) on this dateJune 2019
Scheduled to retire the position (Standing Audit& Supervisory Board Member of Benesse
Holdings, Inc.) on this date.
Reasons for nomination as candidates for outside Director
We propose the nomination of Kimie Sakuragi so that her extensive experience and wide-ranging knowledge in thefields of corporate ethics, compliance, and CSR can be leveraged to provide advice and supervision concerning theCompany’s management from an objective and specialist perspective.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Taketoshi Oka, Masaru Nakamura, Takafumi Isogai, and Kimie Sakuragi are candidates for outside Director.
3. Remarks related to the candidates for outside Director are as follows.
(1) Tenure as outside Director of the Company- At the conclusion of this meeting, Taketoshi Oka’s tenure as outside Director of the Company will have beenfour years.
- At the conclusion of this meeting, Masaru Nakamura’s tenure as outside Director of the Company will havebeen two years.
- At the conclusion of this meeting, Takafumi Isogai’s tenure as outside Director of the Company will have been
one year.
(2) Limited liability agreements with outside Directors
Article 28 of the Articles of Incorporation stipulates that the Company may enter into agreements with outside
Directors limiting liability for damage for failure to perform duties, and the Company has entered into limited
liability agreements with Taketoshi Oka, Masaru Nakamura, and Takafumi Isogai limiting liability to the amountstipulated by laws and regulations. If their election is approved, the Company plans to renew the aforementioned
agreements with them. If the election of Kimie Sakuragi is approved, the Company plans to enter into the same
agreement with her.
(3) Matters concerning independence- Taketoshi Oka, Masaru Nakamura, Takafumi Isogai, and Kimie Sakuragi satisfy the requirements of the
Independence Standards for outside Officers stipulated by the Company.
- The Company does not have a trading relationship with Kinki Chuou Law Office, at which Taketoshi Oka is
engaged in his significant concurrent position.
- Although the Company does have a trading relationship with Sumitomo Corporation, at which Masaru
Nakamura served as an individual who executed business in the past, the volume of such transactions represents
less than 1% of both companies’ consolidated sales in the most recent fiscal year.
- The Company does not have a trading relationship with University of Marketing and Distribution Sciences, atwhich Takafumi Isogai served as a professor in the past.

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- The Company does not have a trading relationship with Benesse Holdings, Inc. or Benesse Corporation, at
which Kimie Sakuragi serves as an Audit & Supervisory Board Member. In addition, the Company does nothave a trading relationship with the University of Aizu, at which she serves as an adjunct professor.
- -The Company has notified the Tokyo Stock Exchange of Taketoshi Oka, Masaru Nakamura, and Takafumi
Isogai’s appointments as outside Officer as provided for by the aforementioned exchange. In addition, if theelection of Kimie Sakuragi is approved, the Company plans to notify the aforementioned exchange of his
appointment as outside Officer.
(4) Benesse Corporation, at which Kimie Sakuragi serves as an Audit & Supervisory Board Member, received arecommendation from the Ministry of Economy, Trade and Industry in September 2014 calling for remediation toprevent recurrence based on the Act on the Protection of Personal Information in response to an incident of
personal information leakage. She was not involved in this incident, and has focused on audits to prevent scandals.
In addition, she conducted audits and expressed opinions to prevent recurrence after the incident.

-9-Proposal No. 3

Election of One Substitute Corporate Auditor

The Company requests approval for the election of one substitute Corporate Auditor to be ready to fill a vacant
position should the number of Corporate Auditors fall below the number required by laws and regulations.
In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary and significant concurrent positions outside the Company
Apr. 1996
Apr. 1996
Feb. 2006
June 2015
June 2015
Dec. 2016

Number of theCompany’s shares
ownedRegistered as an attorney at law
Joined Takagi Motaichi Law Office
Yoshinori Satoi
Outside Corporate Auditor of Zojirushi Corporation(December 10, 1962)
Outside Corporate Auditor of NCS&A CO., LTD.
Male
0 shares
Outside Corporate Auditor of the Company
Joined Yasaka Law OfficeOutside(current position)
Independent[Significant concurrent positions outside the Company]
Attorney at law of Yasaka Law Office
Reasons for nomination as candidate for substitute outside Corporate Auditor
We propose the nomination of Yoshinori Satoi so that his extensive experience and wide-ranging knowledge as an attorney at law
can be leveraged for and reflected to the Company’s audits. Furthermore, while he has never in the past been involved in the
management of a company except as an outside Director or outside Corporate Auditor, he served as an outside Corporate Auditor of
the Company from June 2015 until June 2017, and due to having sufficient knowledge of the Group’s business content and audit
system, etc., the Company has determined that he would perform duties appropriately if the number of corporate auditors falls below
the number prescribed by laws and regulations.
Notes: 1. Although the Company has paid compensation to Yoshinori Satoi as an outside advisor on compliance for the Company,
the amount of such compensation in the most recent fiscal year was a trivial amount of ¥0.3 million, and he has no
special interest relationship with the Company other than this.
2. Yoshinori Satoi is a candidate for substitute outside Corporate Auditor.
3. Remarks related to the candidates for substitute outside Corporate Auditor are as follows.
(1) Limited liability agreements with outside Corporate Auditors
Article 36 of the Articles of Incorporation stipulates that the Company may enter into agreements with outside
Corporate Auditors limiting liability for damage for failure to perform duties. If Yoshinori Satoi assumes the officeof outside Corporate Auditor, the Company plans to enter into such limited liability agreement with him limiting
liability to the amount stipulated by laws and regulations.
(2) Matters concerning independence- Yoshinori Satoi satisfies the requirements of the Independence Standards for outside Officers stipulated by theCompany.
- The Company does not have a trading relationship with Yasaka Law Office, at which he is engaged in his
significant concurrent position.
- If he assumes the office of outside Corporate Auditor, the Company plans to notify the Tokyo Stock Exchangeof his appointment as an outside Officer as provided for by the aforementioned exchange.

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[Reference] Independence Standards for Outside Officers
The Company has deemed that if none of the attributes in the following items apply, the outside Director or outside
Corporate Auditor (or the candidate for outside Director or outside Corporate Auditor) has a high degree of
independence from the Company, and there are no concerns of conflicts of interest with general shareholders.
(1) A major shareholder in the Company (refers to a shareholder with a voting rights ownership ratio of 10% or
more; the same applies below) or an individual who executes business for the shareholder(2) An individual who executes business for a company of which the Company is a major shareholder(3) A business partner of the Company for which the Company is a major partner (refers to a party that provides
products or services to the Company for which the average annual transaction amount for the past three fiscal
years is over 2% of that business partner’s annual gross sales) or an individual who executes business for thatcompany(4) A major business partner of the Company (refers to a party that the Company provides products or services tofor which the average annual transaction amount for the past three fiscal years is over 2% of the Company’s
annual gross sales) or an individual who executes business for that company(5) An individual who executes business as an employee of a financial institution that is a major lender to theCompany (refers to a lender for which the loan balance amount is equivalent to over 2% of the Company’s
total assets)(6) An individual who obtains over ¥10 million per year in cash or other assets in profit from the Company as a
specialist, such as a consultant, accountant, or attorney at law, other than officers’ compensation (or anindividual who belongs to a corporation, etc., that obtains over ¥100 million per year in this matter)(7) An individual for which any item in (1) to (6) above has applied within the past three years(8) A relation within the second degree of an individual for which any item in (1) to (7) above applies
Note:

Even if none of the attributes above apply, in some cases it may be deemed that there is no independence in consideration ofmatters such as transaction volumes at a Group company of the Company or a Group company of a business partner.

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Proposal No. 4

Determination of Compensation for Granting Restricted Shares to Directors

At the 147th Ordinary General Meeting of Shareholders held on June 29, 2005, it was approved that totalcompensation of the Company’s Directors shall be limited to up to ¥41 million per month. As part of the revision of
its compensation system for Directors, the Company proposes the introduction of the restricted sharescompensation plan for Directors (excluding outside Directors, hereinafter “Eligible Director”) (hereinafter, “Plan”)
in order to provide them with an incentive to sustainably increase the Company’s corporate value and to further
promote shared value between shareholders and Eligible Directors.
Accordingly, the Company requests approval for the payment of compensation for the granting restricted shares tothe Eligible Directors separate from the compensation amount above.
Based on this proposal, the total amount of monetary compensation paid for granting restricted shares to the
Eligible Directors shall be up to ¥45 million per year as an amount believed to be appropriate in light of theobjectives above. The number of the Eligible Directors as of this meeting is planned to be six, and the specifictiming of the compensation payment and allocation of the restricted shares to each Eligible Director shall be left tothe discretion of the Board of Directors. Note that a response to the effect that the introduction of the Plan isreasonable has been gained from Compensation Advisory Board that is an advisory body for President and Director.
The specific details of the Plan are as follows.
1. Allocation and payment for the restricted shares
The Eligible Directors shall pay all monetary compensation claims to be provided under this proposal in theform of property contributed in kind, in accordance with the resolution of the Board of Directors of theCompany, and shall, in return, receive common shares of the Company that shall be issued or disposed of by
the Company. The total number of the Company’s common shares to be issued or disposed through this
proposal shall be no more than 45,000 shares per year (however, if, on or after the day on which this proposal
is approved, a share split (including allotment of shares without contribution) or reverse share split of theCompany’s common shares occurs or any other reason arises necessitating an adjustment to the upper limit of
the total number of the Company’s common shares to be allotted in accordance with the share split or reverse
share split and etc., the upper limit of the relevant total number shall be reasonably adjusted. The amount to be
paid per share of the Company’s common shares shall be the closing price (if trading did not take place on thatday, the closing price for the last trading day before that) of the Company’s common shares on the Tokyo Stock
Exchange on the business day immediately before each date of resolution by the Board of Directors.
2. Overview of an agreement for allocation of the restricted shares
An agreement for allocation of the restricted shares (hereinafter, the “Allocation Agreement”) that includes thefollowing contents shall be entered into between the Company and the Eligible Directors for issuance ordisposal of the Company’s common stock based on the Plan.
(1)

Restriction period
An Eligible Director cannot transfer, establish security rights, or conduct any other disposition(hereinafter, the “Transfer Restrictions”) of the Company’s common stock allocated under the Allocation
Agreement (hereinafter, the “Allocated Stock”) for a period of 30 years from restricted share payment
date (hereinafter, the “Restriction Period”).

(2)

Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions of all of the Allocated Stock upon expiration of the
Restriction Period, on the condition that the Eligible Director has remained in the position of Director or
another set position of the Company continuously throughout the Restriction Period. However, if the
Eligible Director retires from the position as Director or another set position of the Company before theexpiration of the Restriction Period due to the reason that the Board of Directors of the Company deems
justifiable, it shall be possible to lift the Transfer Restrictions for all or a portion of the Allocated Stock,and the Company shall rationally adjust the number of the Allocated Stock on which the Transfer
Restrictions are to be lifted and the timing of lifting as needed.

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(3)Acquisition of the Allocated Stock without contribution
If certain grounds prescribed in the Allocation Agreement, such as if an Eligible Director retires from theposition of Director or another set position of the Company before the completion of the Restriction
Period for reasons other than those deemed justifiable by the Board of Directors of the Company, theCompany shall automatically acquire without contribution the Allocated Stock.
In addition, the Company shall automatically acquire without contribution the Allocated Stock on which
the Transfer Restrictions have not been lifted at the expiration of the Restriction Period in accordancewith the provision of (2) above.

(4)

Treatment during reorganization, etc.
Notwithstanding the provision of (1) above, if, during the Restriction Period, matters relating to a merger
agreement in which the Company is the disappearing company, a share exchange agreement or sharetransfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. areapproved at the Company’s General Meeting of Shareholders (or at a meeting of its Board of Directors incases where approval at the Company’s General Meeting of Shareholders is not required in relation to thereorganization, etc.), the Company may lift the Restriction on the certain number of the Allotted Sharesthat will be reasonably determined by resolution of the Board of Directors of the Company prior to thedate on which the organizational restricting becomes effective, in view of the period from the date ofcommencement of the Restricted Period through the effective date of the organizational restructuring. In
such a case, the Company shall automatically acquire without contribution the Allocated Stock on which
the Transfer Restrictions have not been lifted even as of the time immediately after the Transfer
Restrictions were lifted.

(5)

Other matters determined by the Board of Directors
In addition to the above, the method for expressing intentions and giving notifications to under the
Allocation Agreement, the method for amending the Allocation Agreement, and other matters to be
determined by the Board of Directors shall be laid out in the Allocation Agreement.

Note that the stock allocated to Eligible Directors under the Plan will be managed in a dedicated account to beopened at Nomura Securities Co., Ltd. by Eligible Directors during the Restriction Period so that an Eligible
Director cannot transfer, establish security rights, or conduct any other disposition of the stock during the
Restriction Period.
[Reference]
The Company plans to introduce a plan similar to the Plan for the Executives Officers of the Company (excluding
Executives Officers who serve concurrently as Directors) after the conclusion of this meeting.

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