Note: This English translation is only a part of the Notice of Convocation of the 61st Annual General Meeting of Shareholders inJapanese original, especially does not include the translation of the annex (the Business Report, the Financial Statements(consolidated and non-consolidated) and the Audit Reports). In addition, this document has been translated from a part of theJapanese original for reference purposes only. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

(Securities Code 7970)
June 3, 2021
To our shareholders:
Yoshiaki Ono
President
Shin-Etsu Polymer Co., Ltd.
1-9 Kanda-Sudacho, Chiyoda-ku, Tokyo

Notice of Convocation of the 61st Annual General Meeting of Shareholders
You are hereby notified that the 61st Annual General Meeting of Shareholders of Shin-Etsu Polymer Co., Ltd. (the“Company”; and this meeting, this “Meeting”) will be held as described below.
Instead of attending this Meeting in person, you may exercise your voting rights in writing or via the Internet, etc.
Please review the Reference Documents for the Meeting of Shareholders attached hereto and exercise your voting
rights by no later than 5:35 p.m. on Thursday, June 24, 2021 (Japan Standard Time).
1. Date and Time: Friday, June 25, 2021, at 10:30 a.m. (Japan Standard Time; reception begins at 9:30 a.m.)
2. Venue:
Station Conference Manseibashi, 4th Floor of JR Kanda Manseibashi Building
1-25 Kanda-Sudacho, Chiyoda-ku, Tokyo
3. Agenda:
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the
Accounting Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the
61st fiscal year (From April 1, 2020 to March 31, 2021)
2. Report on the Non-consolidated Financial Statements for the 61st fiscal year (From April 1, 2020 to March
31, 2021)
Matters to be resolved:
Proposal No. 1:
Dividends from Surplus
Proposal No. 2:
Election of 5 Directors
Proposal No. 3:
Election of 3 Audit & Supervisory Board Members
Proposal No. 4:
Election of Accounting Auditor
Proposal No. 5:
Delegation of Determination of Subscription Requirements for Stock Acquisition Rights
to Be Issued as Stock Options to Executive Officers and Employees of the Company, andDirectors of Subsidiaries of the Company to the Board of Directors of the Company
4. Predetermined Items Related to the Convocation of this Meeting(1) If you do not indicate your approval or disapproval for any proposal on the Voting Form, you will be deemed
to have approved that proposal.
(2) If you exercise your voting rights redundantly, by returning the Voting Form and by a method using
electromagnetic means (via the Internet, etc.), the voting by electromagnetic means (via the Internet, etc.)
will be deemed effective.
(3) If you exercise your voting rights multiple times by electromagnetic means (via the Internet, etc.), the lastvoting will prevail.

- Any modification that may be required in the Reference Documents for the Meeting of Shareholders will be published via the Interneton the website of the Company.
Website of the Company: https://www.shinpoly.co.jp/- You are kindly requested to present the enclosed Voting Form to the receptionist when you attend this Meeting in person.

-1-Reference Documents for the Meeting of Shareholders
Proposal No. 1:

Dividends from Surplus

The Company proposes the dividends from surplus as follows:
The Company considers the return of profits to shareholders to be one of the most important management priorities.
With the objective of increasing corporate value through a strengthening of its corporate foundation and sustainablegrowth, the basic policy of the Company is to continue paying stable dividends on a medium-term basis in line withbusiness results, while at the same time securing funds for the soundness of the financial strength, R&D investment,
investments for production facilities and M&A, etc.
As for the year-end dividend for the 61st fiscal year, in comprehensive consideration of the business performanceand future business developments, etc., the Company proposes to pay a dividend of ¥11 per share. Of the ¥11 pershare of the year-end dividend, ¥2 is the 60th anniversary commemorative dividend. As a result, the annual dividend
will total ¥20 per share, including the interim dividend paid of ¥9 per share, which is ¥2 higher than that for theprevious fiscal year.
Matters concerning year-end dividend:⑴ Type of dividend property
Cash⑵ Matters concerning allocation of dividend property to shareholders and the total amount thereof¥11 per share of common stock of the Company totaling ¥889,851,974⑶ Effective date of dividend from surplus
June 28, 2021

-2-

Proposal No. 2:

Election of 5 Directors

At the conclusion of this Meeting, the terms of office of all 11 Directors will expire.
In that regard, the Company proposes the election of 5 Directors, lowering the number of Directors by six in
introducing the Executive Officer (Shikko Yakuin) system and to enhance the efficiency of the management system.
The Board of Directors determined the candidates below based on a report of the Nomination and Remuneration
Committee.
The candidates for Director are as follows:

Candidate
No.

Name

Reelection

Attendance atmeetings ofthe Board of
Directors
14/14

Reelection

14/14

Reelection

14/14

Current position and responsibility in the Company

1

Yoshiaki Ono

President
Executive Director and General Manager of Sales
Unit
Senior Director,
in charge of Office of the President,Internal Auditing and Environmental Control &Safety2

Toshiaki Deto

3

Toru Takayama

4

Shigemichi Todoroki

Director

5

Osamu Miyashita

DirectorReelection
OutsideIndependent
Reelection
OutsideIndependent

-3-

14/14

14/14

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1967
June 2000

1

2

Number of theCompany’s shares
ownedJoined Shin-Etsu Chemical Co., Ltd.
General Manager of Silicone-Electronics
Yoshiaki Ono
Materials Research Center(January 1, 1944)
June 2003
Director
Nov. 2004
General Manager of Special Functional
Reelection
Products Department
June 2005
Managing Director
57,800 shares
Attendance at meetings of theDec. 2007
General Manager of R&D and Patent
Board of Directors
Department
14/14
June 2009
Representative Senior Managing Director andGeneral Manager of Silicone Division
TenureJune
2013
Presidentof the Company (current position)
8 years(Significant concurrent positions outside the Company)
No significant concurrent positions outside the Company.
Reasons for nomination as candidate for Director
The Company has nominated Yoshiaki Ono as a candidate for Director because he possesses extensive knowledge andexperience centered on the silicone business at Shin-Etsu Chemical Co., Ltd., and has shown strong leadership andendeavored toward the restoration of the Company’s performance since he was appointed as Representative Director,
and it was determined that he could continue to contribute to the supervisory functions of the Board of Directors and theenhancement of the Company’s corporate value.
Oct. 1980
Joined the Company
June 1997
OA Group Manager of Technology Products
Business Unit
Toshiaki Deto
June 2007
General Manager of Technology Products(December 17, 1952)
Business Division, High Technology Products
Business Unit
Reelection
June 2012
Director
General Manager of High Technology Products
70,600 shares
Attendance at meetings of the June 2013
Business Unit
Board of Directors
14/14
Apr. 2014
General Manager of Sales Unit (current
position)
TenureJune 2016
Senior Director
9 years
June 2018
Executive Director (current position)(Significant concurrent positions outside the Company)
No significant concurrent positions outside the Company.
Reasons for nomination as candidate for Director
The Company has nominated Toshiaki Deto as a candidate for Director because he possesses abundant experience andknowledge in sales gained while mainly engaged in the precision molded product business, is currently responsible for
the Sales Unit, and it was determined that he could continue to contribute to the enhancement of the Company’s
corporate value.

-4-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1980
Apr. 1994
June 2002
Mar. 2004

3

Number of theCompany’s shares
ownedJoined the Company
Manager of Hong Kong BranchPresident of Shin-Etsu Polymer America, Inc.
President of Shin-Etsu Polymer México, S.A.de
C.V.
June 2007
General Manager of RC Division, Electronic
Device Business Unit of the Company
Oct. 2008
General Manager of Sales Unit, Electronic
Device Business Unit
Toru Takayama
Mar. 2010
President of Suzhou Shin-Etsu Polymer Co.,
(November 2, 1952)
Ltd.
President of Shin-Etsu Polymer Shanghai Co.,
Reelection
Ltd.
June 2012
Director of the Company
35,400 shares
Attendance at meetings of theGeneral Manager of Electronic Device
Board of Directors
Business Unit
14/14
Apr. 2014
General Manager of Office of International
Business, Sales Unit
TenureJune
2017
GeneralManager of Office of the President of
9 years
the Company
In charge of Internal Auditing andEnvironmental Control & Safety (current
position)
June 2018
Senior Director (current position)
June 2021
In charge of Office of the President (current
position)(Significant concurrent positions outside the Company)
No significant concurrent positions outside the Company.
Reasons for nomination as candidate for Director
The Company has nominated Toru Takayama as a candidate for Director because he possesses abundant experience andknowledge gained while mainly engaged in the electronic device business and responsible for overseas offices, iscurrently responsible for Office of the President, Internal Auditing and Environmental Control & Safety, and it wasdetermined that he could continue to contribute to the enhancement of the Company’s corporate value.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
ownedMar. 1972
June 1988
May 2005

4

5

Notes:

Registered as Certified Public Accountant
Senior Partner of Chuo Audit Corporation
President of Shigemichi Todoroki Tax
Accountant Office (current position)
Shigemichi Todoroki
Jan. 2006
Examiner of the Certified Public Accountant(November 9, 1946)
Examination (oral)
Aug. 2007
Senior Partner of Ernst & Young ShinNihon
Reelection(Currently Ernst & Young ShinNihon LLC)
OutsideIndependent
June 2011
Auditor of the Japan Industrial Management &- sharesAccounting Institute Incorporated Foundation
Attendance at meetings of the(Currently the Japan Industrial Management &Board of Directors
Accounting Institute General Incorporated
14/14Foundation)
Sept. 2013
President of Shigemichi Todoroki Certified
TenurePublic Accountant Office (current position)
6 years
June 2015
Director of the Company (current position)(Significant concurrent positions outside the Company)
President of Shigemichi Todoroki Tax Accountant Office andShigemichi Todoroki Certified Public Accountant Office
Reasons for nomination as candidate for outside Director
The Company has nominated Shigemichi Todoroki as a candidate for outside Director because it was determined thathe continues to be capable of fully serving the role expected as an outside Director, including providing supervision ofdecision-making by the Board of Directors and execution of duties by Directors from an objective and professional
perspective, based on the knowledge and experience he has cultivated over many years as a certified public accountant
and tax accountant.
Shigemichi Todoroki has never been directly involved in the management of a company. However, the Company has
determined that he will appropriately fulfill his duties as an outside Director based on his possession of sufficientinsight to supervise corporate management, having extensive knowledge and experience from his many years as acertified public accountant and tax accountant. Furthermore, Shigemichi Todoroki is currently an outside Director of theCompany. His tenure since assuming office as outside Director has been six years. Shigemichi Todoroki is the Presidentof Shigemichi Todoroki Tax Accountant Office and Shigemichi Todoroki Certified Public Accountant Office, but there
is no special interest between the said office and the Company.
Apr. 1978
Joined Mitsubishi Corporation
Osamu Miyashita(December 18, 1954)
Apr. 2010
Senior Vice President and Deputy General
Manager of Kansai BranchReelection
Apr. 2011
Senior Vice President and Division COO, Retail
Outside& Healthcare Division
Independent
Apr. 2015
President of MC Healthcare, Inc.
- shares
Apr. 2019
Advisor
Attendance at meetings of the June 2019
Director of the Company (current position)
Board of Directors(Significant concurrent positions outside the Company)
14/14
No significant concurrent positions outside the Company.
Tenure2 years
Reasons for nomination as candidate for outside Director
The Company has nominated Osamu Miyashita as a candidate for outside Director because he possesses abundant
experience and insight mainly in the area of the medical products business in a general trading company, and it wasdetermined that he is capable of fully serving the role expected as an outside Director including providing objective andappropriate supervision of the Company’s management from such a perspective. Furthermore, Osamu Miyashita iscurrently an outside Director of the Company. His tenure since assuming office as outside Director has been two years.
1. There is no special interest between any of the candidates and the Company.
2. The position and responsibility of the candidates who have served as persons executing business at Shin-Etsu ChemicalCo., Ltd., the parent company of the Company, and its subsidiaries, etc. in the past ten years are provided in the “Careersummary, and position and responsibility in the Company” section above.
3. Shigemichi Todoroki and Osamu Miyashita are candidates for outside Director.

-6-4. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Shigemichi Todoroki and Osamu Miyashita
have been appointed as independent officers. If the reelection of Shigemichi Todoroki and Osamu Miyashita is approvedat this Meeting, the Company plans to continue their designation as independent officers.
5. Limited liability agreements with candidates
The Company has set forth in its Articles of Incorporation that it may enter into an agreement with outside Directors
limiting their liability to the scope set forth in the provisions of Article 427, paragraph 1 of the Companies Act.
The Company has entered into agreements with outside Director candidates Shigemichi Todoroki and Osamu Miyashita
limiting their liabilities according to the provisions of Article 427, paragraph 1 of the Companies Act. If Shigemichi
Todoroki and Osamu Miyashita are reelected as outside Directors, the Company plans to renew the aforementioned limited
liability agreements with both of them. The details of the limited liability agreement are summarized as follows:
The maximum amount of liability for damages under the agreement shall be the minimum liability amount provided forunder laws and regulations.
6. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company.* If the reelection of a candidate for Director is approved, he/shewill continue to be included in the policy as the insured.
In addition, when the policy is renewed, the Company plans to renew it with the same terms.
*The insured persons of the liability insurance policy are the Directors and Audit & Supervisory Board Members of theCompany and all directors, executive officers and corporate auditors of the Company's subsidiaries. The insured
persons do not bear the cost of insurance premiums. The insurance agreement will cover damages and legal costs
incurred by an insured person in the event that an insured person receives a claim for damages from a shareholder or athird party due to an act (including an omission) committed by the insured person as an officer of the Company or its
subsidiaries.

-7-

Proposal No. 3:

Election of 3 Audit & Supervisory Board Members

At the conclusion of this Meeting, the terms of office of Audit & Supervisory Board Members Shuichi Noguchi and
Morio Miyazaki will expire.
In that regard, the Company proposes the election of 3 Audit & Supervisory Board Members, increasing the numberof Audit & Supervisory Board Members by one to strengthen and enhance the audit system.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

Name(Date of birth)
Morio Miyazaki(March 12, 1952)
Reelection
OutsideAttendance at meetings of theBoard of Directors
14/14

1

2

Attendance at meetings of the
Audit & Supervisory Board
20/20

Career summary and position in the Company
Joined Shin-Etsu Chemical Co., Ltd.
Accounting Department of Shin-Etsu Vinyl
Acetate Co., Ltd.
Aug. 1979
Finance & Accounting Department of ShinEtsu Chemical Co., Ltd.
June 2012
Audit & Supervisory Board Member of ShinEtsu Handotai Co., Ltd.
July 2013
Director of Shin-Etsu Silicones (Thailand)
LimitedDirector of Asia Silicones Monomer Limited
June 2017
Full-Time Audit & Supervisory Board Memberof the Company (current position)(Significant concurrent positions outside the Company)
No significant concurrent positions outside the Company.

Number of theCompany’s shares
owned

Apr. 1975
July 1976

3,000 shares

Tenure4 years
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The Company has nominated Morio Miyazaki as a candidate for outside Audit & Supervisory Board Member because
he has outstanding experience and knowledge related to accounting and finance, and it was determined that he could
continue to utilize such experience and knowledge to strengthen the Company’s audit system. Morio Miyazaki iscurrently an outside Audit & Supervisory Board Member (full time) of the Company. His tenure since assuming office
as outside Audit & Supervisory Board Member has been four years.
May 1981
Joined the Company
Hideaki Hirasawa(September 25, 1955)
Aug. 1998
General Manager of Shin-Etsu Polymer
México, S.A. de C.V.
New election
Sept. 1999
General Manager of Shin-Etsu Polymer
America, Inc.
Mar. 2007
President
8,850 shares
July 2011
Manager of Accounting Group of the Company
Apr. 2014
General Manager of Accounting Department,
Administrative Unit (current position)(Significant concurrent positions outside the Company)
No significant concurrent positions outside the Company.
Reasons for nomination as candidate for Audit & Supervisory Board Member
The Company has nominated Hideaki Hirasawa as a candidate for Audit & Supervisory Board Member because he has
outstanding experience and knowledge related to accounting and finance, etc., engaging in the Company’s accounting
operation over many years and being in charge of managing overseas offices, and it was determined that he can utilize
such experience and knowledge to strengthen the Company’s audit system.

-8-

Candidate
No.

Name
(Date of birth)
Tatsuo Yoshihara(December 27, 1954)
New election
OutsideIndependent3

Notes:

1.
2.
3.

4.
5.
6.

7.

Career summary and position in the Company
Joined Sumitomo Bakelite Co., Ltd.
Executive Officer (In Charge of European
Region Business)
Oct. 2010
Head of Corporate Planning Dept.
Apr. 2014
Managing Executive Officer (In charge ofPlate, Decola, and Water Proof Sheet
Businesses
Apr. 2016
Managing Chair
Representative Director and President of S.B.
Information System Co., Ltd.
June 2020
Advisor of Sumitomo Bakelite Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
No significant concurrent positions outside the Company.

Number of theCompany’s shares
owned

Apr. 1977
Jan. 2010- shares

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
The Company has nominated Tatsuo Yoshihara as a candidate for outside Audit & Supervisory Board Member because
he possesses abundant experience and insight in broad areas in operating companies, and it was determined that such
experience and insight can be utilized to strengthen the Company’s audit system.
There is no special interest between any of the candidates and the Company.
Morio Miyazaki and Tatsuo Yoshihara are candidates for outside Audit & Supervisory Board Member.
Morio Miyazaki has been a person executing business at Shin-Etsu Chemical Co., Ltd., the parent company of theCompany, and at Shin-Etsu Silicones (Thailand) Limited and Asia Silicones Monomer Limited, subsidiaries of the parent
company of the Company, for the past ten years. His position and responsibility in such companies are provided in the“Career summary and position in the Company” section above. Furthermore, Morio Miyazaki had been serving as Audit& Supervisory Board Member of Shin-Etsu Handotai Co., Ltd., a subsidiary of the parent company of the Company, forthe past ten years.
Hideaki Hirasawa will retire as a person executing business of the Company simultaneously when he assumes office as
the Audit & Supervisory Board Member.
If Tatsuo Yoshihara is elected as outside Audit & Supervisory Board Member, the Company plans to notify to Tokyo Stock
Exchange, Inc. of his designation as an independent officer.
Limited liability agreements with candidates
The Company has set forth in its Articles of Incorporation that it may enter into an agreement with outside Audit &Supervisory Board Members limiting their liability to the scope set forth in the provisions of Article 427, paragraph 1 of
the Companies Act.
The Company has entered into an agreement with outside Audit & Supervisory Board Member candidate Morio Miyazaki
limiting his liability according to the provisions of Article 427, paragraph 1 of the Companies Act. If Morio Miyazaki isreelected as an outside Audit & Supervisory Board Member, the Company plans to renew the aforementioned limited
liability agreement with him. Furthermore, if another outside Audit & Supervisory Board Member candidate Tatsuo
Yoshihara is elected, the Company plans to enter into the aforementioned limited liability agreement with him.
The details of the limited liability agreement are summarized as follows:
The maximum amount of liability for damages under the agreement shall be the minimum liability amount provided forunder laws and regulations.
The Company has entered into a directors and officers liability insurance policy provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company.* If the election of a candidate for Audit & Supervisory Board
Member is approved, he/she will be included in the policy as the insured.
In addition, when the policy is renewed, the Company plans to renew it with the same terms.
*The insured persons of the liability insurance policy are the Directors and Audit & Supervisory Board Members of theCompany and all directors, executive officers and corporate auditors of the Company's subsidiaries. The insured
persons do not bear the cost of insurance premiums. The insurance agreement will cover damages and legal costs
incurred by an insured person in the event that an insured person receives a claim for damages from a shareholder or athird party due to an act (including an omission) committed by the insured person as an officer of the Company or its
subsidiaries.

-9-

(Reference)
Independence Criteria for Outside Officers
The Company stipulates that the criteria for determining independence of the Company’s outside officers is that they
are persons who do not fall under any of the items listed below.
1. Persons executing business (meaning Directors (excluding outside Directors), Executive Officers, Corporate
Officers, the equivalents thereof and employees; the same applies hereinafter) of the Company, and the parent
company, subsidiaries and associates (including fellow subsidiaries; the same applies hereinafter) of theCompany
2. Audit & Supervisory Board Members of the Company’s parent company
3. The Company’s major business partners and persons for whom the Company is a major business partner (in thecase of a corporation, etc., persons executing business of said corporation, etc.)
4. Persons who receive a large sum of remuneration for providing specialized services or consulting services related
to law, finance, tax, etc. (in the case of a corporation, etc., who belong to said corporation, etc.)
5. Persons who have received a large sum of donations from the Company (in the case of a corporation, etc., persons
executing business of said corporation, etc.)
6. Persons who have recently fallen under items 1 through 5 above
7. Relatives within the second degree of kinship of the persons listed below (limited to important persons (Note))(1) Persons executing business of the Company, and the parent company, subsidiaries and associates of theCompany (including accounting advisors of a subsidiary in the case an outside Audit & Supervisory Board
Member is designated as an independent officer)(2) Persons listed in items 2 through 5 above(3) Persons who have recently fallen under items (1) or (2) above
Note: “Important persons” are:(a) In the case of persons executing business, Directors (excluding outside Directors), Executive Officers,
Corporate Officers and employees in senior management positions of General Manager or higher.
(b) Certified Public Accountants who belong to an audit firm or an accounting firm, attorneys who belong
to a law firm, and council members, directors, auditors, etc. who belong to an incorporated foundation,
an incorporated association, and educational corporation or other corporation.

- 10 -

Proposal No. 4:

Election of Accounting Auditor

At the conclusion of this Meeting, Hara Audit Corporation will retire as Accounting Auditor because its term of officewill expire.
Accordingly, the Company proposes the election of Ernst & Young ShinNihon LLC as a new Accounting Auditor.
This proposal is submitted following the decision made by the Audit & Supervisory Board.
The candidate for the Accounting Auditor is as follows:

Name
Office Location
Corporate History

Corporate Profile(As of March 31, 2021)
Ernst & Young ShinNihon LLC
1-1-2 Yurakucho, Chiyoda-ku, Tokyo
Apr. 1, 2000
Showa Ota & Co. (established October 1985 as a result of the merger between
Tetsuzo Ota & Co., which was established January 1967, and Showa Audit
Corporation, which was established December 1969) and Century Audit
Corporation (established January 1986) were merged to form Century Ota Showa& Co.
July 1, 2001
Renamed from Century Ota Showa & Co. to Ernst & Young ShinNihon
July 1, 2008
Renamed to Ernst & Young ShinNihon LLC from Ernst & Young ShinNihon,
following the shift to a limited liability company
July 1, 2018
Renamed (Japanese name only)
Capital¥1,060 million
Members
Certified Public Accountants (CPAs): 3,001
Partly-qualified Accountants: 1,179
Others: 1,469
Total: 5,649
3,770
Number ofaudit clientcompanies
Offices, etc.
Japan: Tokyo, etc.
17 Offices in total
Overseas: New York, etc.
40 Offices in total

Reasons for nomination as candidate for Accounting Auditor
The Audit & Supervisory Board decided to nominate Ernst & Young ShinNihon LLC as a candidate for an
Accounting Auditor by determining that it is qualified for the position after comprehensively deliberating
independence, quality control system, expertise, and appropriateness that are required for an Accounting Auditor, as
well as the audit and other supports suitable for the size and contents of the Company’s business, expecting Ernst &Young ShinNihon LLC to conduct an audit from a new perspective.

- 11 -

Proposal No. 5:

Delegation of Determination of Subscription Requirements for Stock Acquisition Rights to Be
Issued as Stock Options to Executive Officers and Employees of the Company, and Directorsof Subsidiaries of the Company to the Board of Directors of the Company

The Company asks for the shareholders’ approval to delegate the determination of the subscription requirements forstock acquisition rights to be issued as stock options to Executive Officers and employees of the Company, anddirectors of subsidiaries of the Company to the Board of Directors of the Company in accordance with the provisionsof Articles 236, 238 and 239 of the Companies Act.
1. Reasons for issuing stock acquisition rights with particularly favorable terms and conditions:
For the purpose of further enhancing the willingness and morale to contribute to the long-term increase of
corporate value of the Company’s group, and seeking to increase the corporate value of the Company’s group,
the Company would like to issue stock acquisition rights to Executive Officers and employees of the Company,and directors of subsidiaries of the Company without requiring the payment of monies.
2. Features and the maximum number of stock acquisition rights, etc. of which the Board of Directors will beauthorized to determine subscription requirements, based on the matters to be determined at this Meeting:⑴ The maximum number of stock acquisition rights of which the Board of Directors will be authorized todetermine subscription requirements based on the delegation
The maximum number of stock acquisition rights specified in item (3) below shall be three thousand seven
hundred (3,700).
The maximum total number of shares of common stock of the Company to be delivered upon exercise ofstock acquisition rights shall be three hundred and seventy thousand (370,000). If the number of shares tobe granted is adjusted as prescribed in item (3) below, however, the adjusted number of shares to be granted
shall be the product of the number of shares to be granted after adjustment multiplied by the abovementioned maximum number of stock acquisition rights.
⑵ No payment of monies shall be required for the stock acquisition rights of which the Board of Directors
will be authorized to determine subscription requirements based on the delegation.
⑶ Features of stock acquisition rights of which the Board of Directors will be authorized to determine
subscription requirements based on the delegation(a) Class and number of shares underlying stock acquisition rights
The class of shares underlying stock acquisition rights shall be common stock, and the number ofshares underlying each stock acquisition right (hereinafter referred to as the “Number of Shares to
Be Granted”) shall be one hundred (100).
If, however, the Company either effects a share split of its common stock (including allotment of its
shares of common stock without contribution; the same shall apply to the share split describedhereinafter) or effects a consolidation of its shares of common stock, after the date of resolution of
the Meeting of Shareholders (hereinafter referred to as the “Resolution Date”), the Number of Shares
to Be Granted shall be adjusted according to the formula described below. Fractions of less than one(1) share resulting from such adjustments shall be rounded down.
Number of Shares to Be
Granted after adjustment(b)=

Number of Shares to Be
Granted before adjustment

×

Ratio of share split or shareconsolidation

In addition to the above, if, after the Resolution Date, any event that would force the Company toadjust the Number of Shares to Be Granted occurs, the Company shall make appropriate adjustments
to the Number of Shares to Be Granted within a reasonable range.
Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of assets to be contributed upon the exercise of each stock acquisition right shall be theamount obtained by multiplying the amount to be paid in for one (1) share to be delivered upon
exercise of stock acquisition rights (hereinafter referred to as the “Exercise Price”) by the Number of
Shares to Be Granted.
The Exercise Price shall be the higher of either the product of the multiplication of the average ofdaily closing price of the common stock of the Company in regular trading on the Tokyo Stock
Exchange (hereinafter referred to as the “Closing Price”) during the month (excluding dates on which
no trade is made) immediately prior to the month containing the date on which stock acquisitionrights are allotted (hereinafter referred to as the “Allotment Date”) by 1.025, with any fractions ofless than ¥1 to be rounded up; or the Closing Price on the Allotment Date (or in the event that there- 12 -

is no Closing Price on that date, the Closing Price of the immediately preceding day on which theCompany’s common stock were traded).
If the Company either effects a share split or a consolidation of its shares of common stock after the
Allotment Date, the Exercise Price shall be adjusted according to the formula described below.
Fractions of less than ¥1 resulting from such adjustments shall be rounded up.
Exercise Price after
adjustment=

1

Exercise Price before
adjustment

×

Ratio of share split or shareconsolidation

If, after the Allotment Date, the Company issues new shares of common stock or disposes of sharesof treasury stock thereof of the Company at a price lower than the market price (excluding the saleof shares of treasury stock pursuant to the provisions of Article 194 of the Companies Act [“Demandfor Sale of Shares Less than One Unit by Holders of Shares Less than One Share Unit”], theconversion of securities that shall or may be converted to shares of common stock of the Company,or the exercise of stock acquisition rights with which the delivery of shares of common stock of theCompany can be requested [including bonds with stock acquisition rights]), the Exercise Price shallbe adjusted according to the formula described below. Fractions of less than ¥1 resulting from suchadjustments shall be rounded up.
Exercise Price
Exercise Price
after=
beforex
adjustment
adjustment

(c)
(d)

(e)

(f)

Number of issued
shares+Number of newly
issued sharesxPayment amount
per share

Market price

Number of issued shares + Number of newly issued shares

In the formula above, “Number of issued shares” is the total number of shares of common stock
issued by the Company excluding the number of treasury shares of common stock owned by theCompany. In the case of the Company’s disposal of treasury stock, “Number of newly issued shares”
shall be replaced with “Number of treasury stock to be disposed of.”
In addition to the above, if, after the Allotment Date, any event that would force the Company toadjust the Exercise Price occurs, the Company shall make appropriate adjustments to the Exercise
Price within a reasonable range.
Period during which stock acquisition rights may be exercised
From the day following the 2-year anniversary of the Allotment Date to March 31, 2027
Matters concerning increases in capital and capital reserve when shares are issued upon exercise ofstock acquisition rightsi.
The amount of capital to be increased by the issuance of shares upon exercise of stockacquisition rights shall be one-half of the maximum amount of increase in capital etc., which is
calculated in accordance with Article 17, paragraph 1 of the Corporate Accounting Rules.
Fractions of less than ¥1 resulting from such calculation shall be rounded up.
ii. The amount of capital reserve to be increased by the issuance of shares upon exercise of stockacquisition rights shall be the amount obtained by subtracting the amount of capital to be
increased as prescribed in (i) above from the maximum amount of increase in capital etc.
described in (i) above.
Restriction on acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall be subject to the approval by a resolutionof the Board of Directors.
Conditions for exercise of stock acquisition rightsi.
If a person granted stock acquisition rights or his or her heir has waived the stock acquisitionrights, the stock acquisition rights cannot be exercised.
ii. If a person granted stock acquisition rights no longer falls under any of the following items, theperson granted stock acquisition rights may exercise stock acquisition rights only yet to be
exercised until the earlier of the date two years after the person no longer falls under any of thefollowing items, or March 31, 2027.
a.
A Director or Audit & Supervisory Board member, Executive Officer, employee, adviser,counselor or temporary employee of the Companyb.
A director or audit & supervisory board member or employee of a subsidiary of theCompany or a subsidiary of the Company’s parent company- 13 -

iii.

(g)

(h)

An heir of a person granted stock acquisition rights may exercise the stock acquisition rights
for only six months (up until March 31, 2027) from the day the stock acquisitions rights weresucceeded in accordance with the provisions of the Civil Code.
iv. Other conditions are as set forth in the agreement for allotment of stock acquisition rights,
which is concluded between the Company and the person granted stock acquisition rights, basedon a resolution made by the Board of Directors of the Company.
Provisions for acquisition of stock acquisition rights
i.
In the event that a proposal for a merger agreement under which the Company shall become aceasing company, a proposal for a company split agreement or company split plan under which
the Company shall become a splitting company, or a proposal for a share exchange agreement
or share transfer plan under which the Company shall become a wholly-owned subsidiary isapproved at a shareholders’ meeting of the Company (or in any of the above cases, when an
approval at a shareholders’ meeting of the Company is not required, and an approval at a Boardof Directors’ meeting is made), the Company may acquire the stock acquisition rights without
consideration at the date separately specified by the Board of Directors of the Company.
ii. If a person granted stock acquisition rights or his or her heir can no longer exercise the stockacquisition rights pursuant to (f) above, the Company may acquire the stock acquisition rights
without consideration at the date separately specified by the Board of Directors of the Company.
In the event where the Company engages in a merger (limited to the case where the Company ceases
to exist after the merger), absorption-type company split, incorporation-type company split, shareexchange, or share transfer (hereinafter collectively referred to as the “Reorganization Actions”), theCompany shall deliver to the holders of the remaining stock acquisition rights at the time theReorganization Actions take effect (hereinafter referred to as the “Remaining Stock Acquisition
Rights”) the stock acquisition rights of the relevant stock companies listed in Article 236, paragraph
1, item (viii) - (a) through (e) of the Companies Act (hereinafter referred to as the “ReorganizedCompany”), in each case in accordance with the conditions set forth below. In this event, theRemaining Stock Acquisition Rights shall become extinct and new stock acquisition rights in the
Reorganized Company shall be issued. However, the foregoing shall be on the condition that deliveryof such stock acquisition rights by the Reorganized Company in accordance with the following
conditions is included in the absorption-type merger agreement, consolidation-type merger
agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan.
i.
Number of stock acquisition rights of the Reorganized Company to be delivered
The same number of such stock acquisition rights as the number of the Remaining Stock
Acquisition Rights possessed by each holder of the Company’s stock acquisition rights shall bedelivered.
ii. Class of shares of the Reorganized Company underlying stock acquisition rights
Class of shares underlying stock acquisition rights shall be common stock of the ReorganizedCompany.
iii. Number of shares of the Reorganized Company underlying stock acquisition rights
The number of shares shall be determined in the same manner as (a) above taking into
consideration the conditions and other factors concerning the Reorganization Actions.
iv. Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of assets to be contributed upon exercise of each stock acquisition right to bedelivered shall be the amount obtained by multiplying the amount to be paid in after
reorganization, which is adjusted taking into consideration the conditions and other factors
concerning the Reorganization Actions, by the number of shares underlying the relevant stockacquisition rights as determined in accordance with (iii) above.
v.
Period during which stock acquisition rights may be exercisedThis period shall commence either on the starting date of the period for exercising stockacquisition rights specified in (c) above, or on the date on which the Reorganization Action
comes into effect, whichever is later, and end on the expiry date of the period for exercisingstock acquisition rights specified in (c) above.

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vi.

(i)

(j)

Matters concerning increases in capital and capital reserve when shares are issued upon exerciseof stock acquisition rights
They shall be determined in the same manner as (d) above.
vii. Restriction on acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall be subject to the approval byresolution of the board of directors of the Reorganized Company.
viii. Conditions for exercise of stock acquisition rights
They shall be determined in the same manner as (f) above.
ix. Provisions for acquisition of stock acquisition rights
They shall be determined in the same manner as (g) above.
In cases where the number of shares to be delivered to the holders of the stock acquisition rights who
have exercised the stock acquisition rights includes any fractions of less than one (1) share, such
fractions shall be rounded down.
Other details with respect to stock acquisition rights
Other matters concerning stock acquisition rights and particulars not stipulated in the above shall beestablished by means of a resolution at a separately held Board of Directors’ Meeting.

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