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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 3608)
May 9, 2016
To Shareholders with Voting Rights:
Tadashi Saito
Representative Director
President & CEO
TSI HOLDINGS CO., LTD.
5-1-3 Minami-Aoyama, Minato-ku, TokyoNOTICE OF
THE 5TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 5th Annual General Meeting of Shareholders (the “Meeting) of TSIHOLDINGS CO., LTD. (the “Company”). The Meeting will be held for the purposes as described below.
If you are unable to attend the Meeting, you may exercise your voting rights in writing. In such case,please review the attached Reference Documents for the General Meeting of Shareholders, indicate
your vote for or against each proposal on the enclosed Voting Rights Exercise Form and return it so that
it is received by 6:00 p.m. on Tuesday, May 24, 2016, Japan time.
1. Date and Time:

Wednesday, May 25, 2016 at 10:00 a.m. Japan time (opens at 9:00 a.m.)

2. Place:

Diamond Room, 1F, AOYAMA DIAMOND HALL located at
3-6-8 Kita-Aoyama, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The contents of the Business Report, Consolidated Financial Statements for
the Company’s 5th Fiscal Year (March 1, 2015 - February 29, 2016) andresults of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 5th Fiscal Year
(March 1, 2015 - February 29, 2016)
Proposals to be resolved:
Election of eight (8) Directors
Proposal 1:
Introduction of a new compensation plan for Directors
Proposal 2:
4. Other Matters to be
Decided upon the
Convocation:(1) Notes to Consolidated Financial Statements and Notes to
Non-consolidated Financial Statements, which should otherwise beprovided in conjunction with this notice, are not contained in the
Reference Documents attached to this notice, as they are posted on the
Company’s website (http://www.tsi-holdings.com/) pursuant to theprovisions of laws, regulations and Article 15 of the Articles ofIncorporation of the Company. Therefore the Consolidated Financial
Statements and the Non-consolidated Financial Statements included in theattachments are part of the Consolidated Financial Statements and theNon-consolidated Financial Statements audited by the Accounting Auditor
when preparing its Audit Report.
(2) Exercise of voting rights by proxy will be limited to cases where anothershareholder with voting rights is appointed as a proxy and only one (1)-1-such proxy can be appointed.
End……………………………………………………………………………………………………………………..
◎ When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
◎ If any revisions are required for the Reference Documents for the General Meeting of Shareholders,Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements, therevised versions will be posted on the Company’s website (http://www.tsi-holdings.com/).

-2-

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

Election of eight (8) Directors

The terms of office of all the nine (9) Directors will expire at the conclusion of the Meeting. In order toenable strategic and agile decision-making by the Board of Directors, it is proposed that the number of
Directors be reduced by one (1) for the election of eight (8) Directors including two (2) Outside Directors.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1962
October 1972
September 1980

1<Re-election>

November 1996

Masahiko Miyake(January 3, 1935)

July 2008
November 2008
September 2010
June 2011
February 2012

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,LTD.
Representative Director & President,
SANEI-INTERNATIONAL CO., LTD.
Director & Advisor, SANEI-INTERNATIONAL CO., LTD.
Director & Chairman, SANEI-INTERNATIONAL CO., LTD.
In charge of Overseas Policies, SANEI-INTERNATIONAL
CO., LTD.
Chairman & Representative Director of the Company
Chairman & Representative Director (to present) and President& Executive General Manager, Administrative Headquarters of
the Company
Representative Director & President, Tokyo Style Co., Ltd.
(presently the Company)

Number ofshares of theCompany held

1,526,750[Reason for nomination as a Director candidate]
Mr. Masahiko Miyake has extensive experience and achievement including his long history of involvement in corporate
management particularly in the apparel business as the President and Chairman of SANEI-INTERNATIONAL CO., LTD., thepredecessor entity of the Company. He has also played a central role in the management of the Company as the Chairman &Representative Director since its foundation in June 2011. As he is expected to strengthen the decision-making function of theBoard of Directors drawing on his extensive experience and achievement, he has been nominated as a Director candidate forre-election.
Joined Exxon Chemical Corporation (presently EMG
April 1992
Marketing Godo Kaisha)
September 1999 U.S. Exxon Corporation (presently Exxon Mobil Corporation)(secondment)
General Manager, Selective Division, NIHON L’ORÉAL K.K.
October 2005
February 2008
Division General Manager, Business Headquarters, L’ORÉALSINGAPORE PTE LTD (secondment)
April
2011
DeputyDivision General Manager, Professional Products<Re-election>
Headquarters, NIHON L’ORÉAL K.K.
June 2012
Representative Executive Officer, SHAKLEE GLOBAL
Tadashi Saito
GROUP INC.
2825
(March 24, 1967)
Director and Representative Executive Officer President,
SHAKLEE JAPAN K.K. (presently SHAKLEE JAPANHOLDINGS K.K.)
December 2014 Joined the Company, Advisor
March 2015
Executive Officer & Executive General Manager, Business
Strategy Headquarters
May 2015
Representative Director President & CEO (to present) and
Executive General Manager, Business Strategy Headquarters(to present) and General Manager, Overseas Project Planning
Dept., Business Strategy Headquarters[Reason for nomination as a Director candidate]
Mr. Tadashi Saito has extensive experience and achievement from his involvement in management of a wide range of fields as acorporate executive and a business head at global companies. He has also been involved in the management of the Company as
the Representative Director President & CEO since May 2015 and is vigorously promoting management reform and theinternationalization of the Group. As he is expected to strengthen the decision-making function of the Board of Directors drawing
on his extensive experience and achievement, he has been nominated as a Director candidate for re-election.

-3-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
May 1999
May 2001<Re-election>
3

Masaaki Oishi(August 9, 1949)

November 2009

June 2011
March 2012
July 2013
March 2015

General Manager, Corporate Credit Division, The Fuji Bank,
Limited (presently Mizuho Bank, Ltd.)
Representative Director, Vice President and General Manager,
Administrative Headquarters, Iwataya Department Store Co.,
Ltd. (presently Iwataya Mitsukoshi Ltd.)
Outside Audit & Supervisory Board Member,
SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Joined the Company, Administrative Headquarters
Deputy Executive General Manager, Administrative
Headquarters
Executive Officer
Executive General Manager, Administrative Headquarters (topresent) and General Manager, Shared Service Dept.,
Administrative Headquarters (to present)
Director (to present)

Number ofshares of theCompany held

5,150

May 2015[Reason for nomination as a Director candidate]
Mr. Masaaki Oishi has extensive experience and achievement from his involvement in the management of numerous companies
including a financial institution, department store and companies in the apparel business. He has also been involved in the
management of the Company as the Director & Executive General Manager of the Administrative Headquarters since May 2015
and is vigorously promoting the efforts to strengthen governance and cost structure reform of the Group. As he is expected tostrengthen the decision-making function and the supervisory function of the Board of Directors drawing on his extensive experienceand achievement, he has been nominated as a Director candidate for re-election.
Joined SANEI-INTERNATIONAL CO., LTD. (presently theAugust 1990
Company)
November 1997 Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,
August 2000
LTD.
November 2005 Director & Deputy President, SANEI-INTERNATIONAL
CO., LTD.
Representative Director & Deputy President,
July 2008
SANEI-INTERNATIONAL CO., LTD.
<Re-election>
November 2008 Representative Director & President,
SANEI-INTERNATIONAL CO., LTD.
Takahiko Miyake
Director (to present) and Executive General Manager,
June 2011
4
3,377,180
Corporate Planning Headquarters of the Company(March 20, 1965)
September 2012 General Manager, Corporate Management Dept., Corporate
Planning Headquarters
General Manager, Corporate Planning Dept., Corporate
March 2013
Planning Headquarters
Executive General Manager, Corporate Strategy Headquarters
March 2014
and General Manager, Corporate Planning Dept.
Executive General Manager, Corporate Planning Headquarters
March 2015
and General Manager, Corporate Planning Dept.
Deputy Executive General Manager, Administrative
May 2015
Headquarters (to present) and General Manager, Corporate
Planning Dept., Administrative Headquarters (to present)[Reason for nomination as a Director candidate]
Mr. Takahiko Miyake was involved in the corporate management of SANEI-INTERNATIONAL CO., LTD., the predecessor
entity of the Company, as its President centered on the apparel business. He has also been involved in the management of theCompany serving as Director & Executive General Manager of Corporate Planning Headquarters, Executive General Manager
of Corporate Strategy Headquarters, and Deputy Executive General Manager of Administrative Headquarters since its
foundation in June 2011 and is promoting the efforts to strengthen the corporate management function of the Group. As he isexpected to strengthen the decision-making function and the supervisory function of the Board of Directors drawing on his
experience and achievement, he has been nominated as a Director candidate for re-election.

-4-

No.

Name
(Date of birth)<Re-election>

5

Yasuo Yamada(September 15,
1953)

Past experience, positions, responsibilities
and significant concurrent positions
March 1976
May 2006
March 2007
March 2009
March 2011
May 2011
February 2012
March 2012
March 2012
May 2012
March 2014
March 2014
May 2014
September 2015

Joined Tokyo Style Co., Ltd. (presently the Company)
Director, Tokyo Style Co., Ltd.
Managing Director, Tokyo Style Co., Ltd.
Executive Officer, Tokyo Style Co., Ltd.
Advisor, Tokyo Style Co., Ltd.
Audit & Supervisory Board Member, Tokyo Style Co., Ltd.
Director, Tokyo Style Co., Ltd.
Deputy Executive General Manager, Sales Headquarters of theCompany
Representative Director & Chairman, NANO UNIVERSE
CO., LTD. (to present)
Director of the Company (to present)
Deputy Executive General Manager, Corporate Strategy
Headquarters of the Company
Representative Director & President, Tokyo Style Co., Ltd.
Representative Director & Chairman, Toska-Bano’k Co., Ltd.
(to present)
General Manager, Business Administration Dept., Business
Strategy Headquarters of the Company (to present)

Number ofshares of theCompany held

13,234[Reason for nomination as a Director candidate]
Mr. Yasuo Yamada was involved in the corporate management of Tokyo Style Co., Ltd., a subsidiary of the Company, as its
President centered on the apparel business. He has also been involved in the management of the Company as a Director since May
2012 and is promoting the efforts to strengthen Group company management. As he is expected to strengthen the decision-making
function and the supervisory function of the Board of Directors drawing on his experience and achievement, he has been nominatedas a Director candidate.
Joined SANEI-INTERNATIONAL CO., LTD. (presently the
March 1989
Company)
September 2008 Executive Officer, SANEI-INTERNATIONAL CO., LTD.
<Re-election>
General Manager, Store Development Dept., Sales
October 2012
Headquarters of the Company
Hiroto Hamada
Director (to present)
May
2013
7
3,461
(May 17, 1965)
General Manager, Planning & Development Dept., Corporate
March 2014
Strategy Headquarters
September 2014 Representative Director & President, D.A.B.PASTRY CO.,LTD. (to present)
General Manager, Business Development Dept., Business
March 2015
Strategy Headquarters (to present)[Reason for nomination as a Director candidate]
Mr. Hiroto Hamada has extensive experience and achievement in the apparel business including a history of serving as General
Manager of Business Department and General Manager of Store Development Department at SANEI-INTERNATIONAL CO.,LTD., the predecessor entity of the Company. He has also been involved in the management of the Company as a Director since
May 2013 and is vigorously promoting the development of new businesses and new business formats of the Group. As he isexpected to strengthen the decision-making function of the Board of Directors drawing on his experience and achievement, he has
been nominated as a Director candidate for re-election.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Registered as a Certified Public Accountant
Senior Partner, Yamato Auditing Company
Senior Partner, Shinwa Auditing Company
Senior Partner, Asahi Shinwa Auditing Company
Deputy President, Asahi & Co. (presently KPMG AZSA LLC)
President, Representative Director, Shinohara Management
8
11,203and Economics Research Institute Co., Ltd. (to present)
Outside Director, SANEI-INTERNATIONAL CO., LTD.
(presently the Company)
Outside Director of the Company (to present)
June 2011
External Corporate Auditor, Sekisui House, Ltd. (to present)
April 2012
Outside Audit & Supervisory Board Member, Iwatani
June 2015
Corporation (to present)[Reason for nomination as an Outside Director candidate]
Mr. Yoshinori Shinohara has provided the Company with frank advice on the appropriateness of decision-making of the Board of
Directors drawing on his extensive experience and deep knowledge in a wide range of fields such as corporate management andaccounting. As he is also expected to strengthen the supervisory function of the Board of Directors from an independent and fairstandpoint, he has been nominated as an Outside Director candidate for re-election.
Assistant Professor, Institute for Economic Research, Osaka
April 2001
City University<Re-election>
Assistant Professor, College of Economics, Rikkyo University
April 2002
<Outside>
Assistant Professor, College of Business, Rikkyo University
April 2006
Associate Professor, College of Business, Rikkyo University
April 2007
Mika Takaoka
9
1,203
Professor, College of Business, Rikkyo University (to present)
April 2009
(June 19, 1968)
Outside Corporate Auditor, FamilyMart Co., Ltd. (to present)
May 2011
Outside Director of the Company (to present)
May 2014
Outside Director, MOS FOOD SERVICES, INC. (to present)
June 2014
External Director, Kyodo Printing Co., Ltd. (to present)
June 2015[Reason for nomination as an Outside Director candidate]Ms. Mika Takaoka has provided the Company with frank advice on the appropriateness of decision-making of the Board of
Directors drawing on her extensive knowledge and deep expertise based on practical studies on business administration such as
the areas of distribution and retail business operations. As she is also expected to strengthen the supervisory function of the Boardof Directors from an independent and fair standpoint, she has been nominated as an Outside Director candidate for re-election.
February 1963
July 1969
December 1974
<Re-election>
July 1985<Outside>
May 1999
Yoshinori Shinohara August 2002
(March 1, 1935)
November 2002

(Notes)1. No conflict of interest exists between the Company and any of the above Director candidates.
2. Mr. Yoshinori Shinohara and Ms. Mika Takaoka are candidates for Outside Directors as stipulated in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
3. The Company has designated Mr. Yoshinori Shinohara and Ms. Mika Takaoka as independent officers pursuant to therules of Tokyo Stock Exchange, Inc. and has notified the Exchange accordingly.
4. Mr. Yoshinori Shinohara is an incumbent Outside Director of the Company. His term of office as an Outside Director
will have been approximately five (5) years at the conclusion of the Meeting.
5. Ms. Mika Takaoka is an incumbent Outside Director of the Company. Her term of office as an Outside Director will
have been approximately two (2) years at the conclusion of the Meeting.
6. The Company has entered into an agreement with Mr. Yoshinori Shinohara and Ms. Mika Takaoka to limit their liability
pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement
is the lowest amount permitted by laws and regulations. The Company is planning to continue said liability limitationagreements with both Directors subject to their re-election.
7. The number of shares of the Company held shown in the table above indicates the number of shares effectively held by
each candidate including the number of shares held through the TSI Officers’ Share Ownership Plan as of February 29,
2016.

-6-

Proposal 2:

Introduction of a new compensation plan for Directors

1. The reason for the proposal and the reason why it is considered appropriate
The Company proposes to revise its officers’ compensation plan. More specifically, the Company
proposes to introduce a Board Benefit Trust (BBT) (hereinafter “Plan”).
The Plan is a share-based, performance-linked compensation plan in which shares of the Company are
acquired through a trust using money contributed by the Company and shares of the Company and money inthe amount equivalent to the market value of the relevant shares of the Company as of the resignation date(hereinafter “Shares, etc.”) are granted to Directors and mandate-type Executive Officers of the Company
and Directors of Group companies (Note) (see 2.(2) below for details) (hereinafter “Eligible Officers”)
through the trust in accordance with the Share-Based Board Benefit Regulations of the Company and Group
companies covered by the Plan.
The introduction of the Plan is proposed for the purpose of a clearer link between the compensation of
Eligible Officers and financial results and stock price of the Company through which Eligible Officers can
not only benefit from increases in stock price, but also share the risk of declines in stock price withshareholders, which is expected to raise their motivation to contribute to medium- to long-term improvementof financial results and enterprise value enhancement of the Company. The Company submits this proposal
to the approval of our shareholders to grant new share-based compensation to the Directors of the Company(excluding Outside Directors), which is separate from and in addition to the Director compensation, etc.
approved at the 1st Annual General Meeting of Shareholders held on May 24, 2012 (up to 500 million yen
per year). Shareholders are also requested to leave the details of the Plan to the discretion of the Board of
Directors within the framework outlined in 2. below.
The introduction of the Plan is proposed for the purpose explained above and, for this reason, theproposal is considered to be appropriate.
If Proposal 1: Election of eight (8) Directors is approved at the Meeting, the number of Directors of theCompany eligible for the Plan will be six (6) excluding two (2) Outside Directors.
(Note) Subsidiaries of the Company and subsidiaries of said subsidiaries.
2. Amount of compensation, etc. and other specifics of the Plan
(1) Outline of the Plan
The Plan is a share-based, performance-linked compensation plan in which shares of the Company are
acquired through a trust (hereinafter a trust established under this Plan is referred to as the “Trust”) using
money contributed by the Company and Shares, etc. are granted to Eligible Officers through the trust inaccordance with the Share-Based Board Benefit Regulations of the Company and Group companies coveredby the Plan. In principle, Shares, etc. are granted to Eligible Officers upon their resignation.
(2) Persons eligible for the Plan
Directors and mandate-type Executive Officers of the Company and Directors of Group companies(however, Outside Directors of both the Company and Group companies are excluded and Audit &Supervisory Board Members are not eligible for the Plan.)(3) Trust period
From July 29, 2016 (scheduled) until the Trust is terminated (The ending date of the trust period of theTrust is not specified and the Trust continues as long as the Plan continues. The Plan will be discontinued insuch circumstances as delisting of shares of the Company and the abolishment of the Share-Based Board
Benefit Regulations.)(4) Trust amount (amount of compensation, etc.)
Subject to the approval of this proposal, the Company will establish the Trust and contribute to it funds
that are necessary for the Trust to acquire a reasonably estimated number of shares that the Trust will need toacquire in advance in order to grant Shares, etc. in accordance with (6) and (7) below for a certain period.
The Trust will acquire shares of the Company using the funds contributed by the Company as outlined in (5)below.
More specifically, subject to the approval of this proposal, the Company will establish the Trust andcontribute to it money of up to 300 million yen (including 100 million yen for Directors of the Company) as
funds necessary to cover three fiscal years from the fiscal year ending February 28, 2017 to the fiscal year
ending February 28, 2019 (hereinafter the “Initial Plan Period”).
After the Initial Plan Period has elapsed, the Company will, in principle, contribute additional funds to
the Trust money of up to 300 million yen (including 100 million yen for Directors of the Company) for each
three-fiscal-year period to cover the subsequent three fiscal years (hereinafter the “Following Plan Period”)
until this Plan is discontinued. In the case where there are remaining shares of the Company (excluding thosethat correspond to the points that have already been granted to Eligible Officers, but have not yet been-7-

delivered to Eligible Officers) and money within the trust property (hereinafter “Remaining Shares, etc.”) on
the day immediately preceding the start date of the Following Plan Period for which the Company isplanning to contribute additional funds as mentioned above, Remaining Shares, etc. will be used as a sourceof benefits to be granted under the Plan during the Following Plan Period. In this case, the maximum amountthat the Company can contribute additionally for the Following Plan Period is an amount calculated bydeducting the amount of Remaining Shares, etc. (the amount of shares is valued at an amount equivalent totheir market value as of the day immediately preceding the start date of the relevant Following Plan Period)
from 300 million yen (including 100 million yen for Directors of the Company).
(5) Acquisition method of shares of the Company
The Trust will acquire shares of the Company in the stock market or through the disposal of its own
shares, using the funds contributed in accordance with (4) above.
(6) Method of calculation of the number of Shares, etc. to be granted to Eligible Officers
Eligible Officers will receive points for each fiscal year in accordance with the Share-Based Board
Benefit Regulations, the number of which will be determined based on, among others, financial performanceof the Company.
The points granted to Eligible Officers will be converted to common shares of the Company at a rate ofone (1) common share per point when Shares, etc. are granted in accordance with (7) below (however, incases where a stock split, gratis allotment of shares, reverse stock split, etc., has been undertaken withrespect to shares of the Company after the Plan is approved by shareholders at the Meeting, the conversion
rate will be adjusted in a reasonable manner in accordance with the terms and conditions of sucharrangements including their rates.)
The number of points held by Eligible Officers for determining the granting of Shares, etc. pursuant to (7)below is the total number of points granted to each Eligible Officer up to his or her resignation (hereinafter
the “Final Number of Points”).
(7) Timing of the granting of Shares, etc.
Eligible Officers satisfying the beneficiary requirements prescribed in the Share-Based Board Benefit
Regulations are entitled to receive shares of the Company in the number corresponding to the Final Numberof Points fixed under (6) above from the Trust by completing the prescribed procedure for determining
beneficiaries when they resign from office. If such Eligible Officers also satisfy certain other requirements
separately prescribed in the Share-Based Board Benefit Regulations in addition to the beneficiary
requirements, they are entitled to receive money in the amount equivalent to the market value of the relevant
shares of the Company as of the resignation date in lieu of the shares of the Company for a certain
percentage of the points that have been granted to them. The Trust may sell shares of the Company to secure
funds for such grant of money.
(8) Voting rights pertaining to shares held in the TrustIn accordance with the instructions of the trust administrator, voting rights pertaining to shares of theCompany held in the Trust shall not be exercised altogether. By adopting this method, the Company intends
to ensure impartiality to the management of the Company with regard to the exercise of voting rights ofshares of the Company held in the Trust account.
(9) Treatment of dividends
Dividends from shares of the Company held in the Trust account will be received by the Trust and used aspart of funds, among others, to acquire shares of the Company and to pay trust fees to the trustee of the Trust.
When the Trust is terminated, any dividends remaining in the Trust will be distributed to the Eligible
Officers who are incumbent at the time of termination on a pro rata basis based on the number of points heldby them.
(10) Arrangement at the time of termination of the Trust
The Trust will be terminated when causes of termination such as delisting of shares of the Company andthe abolishment of the Share-Based Board Benefit Regulations have occurred. When the Trust is terminated,
any residual property of the Trust in the form of shares of the Company will be acquired by the Company
without consideration and will be cancelled based on a resolution of the Board of Directors. When the Trustis terminated, any residual property of the Trust in the form of money will be distributed to the Company
after deducting the amount of money to be distributed to Eligible Officers in accordance with (9) above.

-8-

[Reference: Mechanism of the Plan](1) Establishment of Share-Based Board
Benefit Regulations[Trustor]

Eligible Officers(4) Granting of points(3) Shareacquisition[Trustee](5) Non-exercise
of voting rights(2) Contribution of money intrust

Instructions not
to exercise

Mizuho Trust & Banking[Beneficiaries](Master trust bank: Trust & Custody Services Bank)

Shares of the Company

Trust administrator

Acquisition of beneficial rights

The Company

Resigning Eligible Officers satisfying(6) Granting of
Shares, etc.

beneficiary requirements(1) The Company will establish the “Share-Based Board Benefit Regulations” within the framework
approved by the Meeting subject to the approval thereof concerning the officers’ compensation under thePlan.
(2) The Company will contribute money in trust within the framework approved by the Meeting in (1)above.
(3) The Trust will acquire shares of the Company in the stock market or through the disposal of its own
shares, using the money held in trust in (2) above.
(4) The Company will grant points to Eligible Officers in accordance with the Share-Based Board Benefit
Regulations.
(5) The Trust will not exercise voting rights pertaining to the shares of the Company held in the Trustaccount in accordance with the instructions of the trust administrator, which is independent from theCompany.
(6) The Trust will grant, to resigning Eligible Officers satisfying the beneficiary requirements prescribed in
the Share-Based Board Benefit Regulations (hereinafter “Beneficiaries”), shares of the Company
corresponding with the number of points that have been granted to them. If such Eligible Officers satisfy
certain other requirements separately prescribed in the Share-Based Board Benefit Regulations, the Trust
will grant to them money in the amount equivalent to the market value of the shares of the Company asof the resignation date in lieu of the shares of the Company for a certain percentage of the points thathave been granted to them.
End-9-