This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities Code: 6455
June 1, 2023
(Electronic measures provision commencement date: May 29, 2023)
To Shareholders with Voting Rights:
Shinichi Kanaoka
President
MORITA HOLDINGS CORPORATION
3-6-1 Dosho-machi, Chuo-ku, Osaka-shi,
Osaka, JapanNOTICE OF
THE 90th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 90th Annual General Meeting of Shareholders of MORITA HOLDINGSCORPORATION (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision. Matters to be provided electronically (Electronic Provision Measures Matters) are posted on thefollowing website as “Notice of the 90th Annual General Meeting of Shareholders.”
The Company’s website: https://www.morita119.com/en/about/ir/shareholders_meeting/index.html
In addition to the above, the information is posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the above website, enter the Company’s name (MORITA HOLDINGS) or securities code
(6455) to search, and select “Basic information,” “Documents for public inspection/PR information” and“Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting”
in this order.
If you are not attending the meeting in person, you can exercise your voting rights in writing or via theinternet. Please review the Reference Documents for the General Meeting of Shareholders posted in theElectronic Provision Measures Matters, and exercise your vote by no later than 5:40 p.m. Japan time on
Thursday June 22, 2023.

-1-1. Date and Time:

Friday, June 23, 2023 at 10:00 a.m. Japan time

2. Place:

TKP Garden City PREMIUM Shinsaibashi
Hulic Shinsaibashi Building 3F, 4-3-2, Minami-Semba, Chuo-ku, Osaka-shi,
Osaka, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 90th Fiscal Year (April 1, 2022 - March 31, 2023) and resultsof audits by the Accounting Auditor and the Audit & Supervisory Boardof the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 90th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Revision of Amount of Compensation for Granting Restricted Stock to
Directors
4. Matters to Be Decided at the Time of Convocation:
If you exercise your voting rights by proxy, you may attend the meeting with one other shareholder
who has voting rights as your proxy. However, please note that you will be required to submit adocument certifying the proxy right.
 When you attend the meeting, please submit the enclosed Voting Rights Exercise Form to the reception.
 Should revisions arise to the Electronic Provision Measures Matters, they will be posted on each of thewebsites where they are posted.
 If there is no indication of a vote for or against a specific proposal on the Voting Rights Exercise Form,it shall be deemed as an indication of approval to that proposal.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Nine (9) Directors

The terms of office of nine (9) Directors, Masahiro Nakajima, Shinichi Kanaoka, Kunio Morimoto, Shinya
Murai, Mitsuo Isoda, Takao Kawanishi, Masaki Hojo, Masayoshi Kato, and Hiroyuki Fukunishi, will
expire at the closing of this General Meeting of Shareholders. Consequently, the Company proposes theelection of nine (9) Directors.
The candidates for Directors are as follows.
Candidates for Directors

No.

Name

Current positions and responsibilities at theCompany1

Masahiro Nakajima[Reappointment]

Chairman & CEO

2

Shinichi Kanaoka[Reappointment]

President

3

Kunio Morimoto[Reappointment]

Director and Managing Executive Officer

4

Shinya Murai[Reappointment]

Director and Managing Executive Officer

5

Mitsuo Isoda

6

Takao Kawanishi

7

Masaki Hojo

8

Masayoshi Kato

[Reappointment]

Director

9

Hiroyuki Fukunishi[Reappointment]

Director[Reappointment][Outside][Reappointment][Outside][Reappointment][Outside]

Director
Director
Director-3-

Attendanceat theBoard ofDirectors
meetings
13/13(100%)
13/13(100%)
13/13(100%)
10/10(100%)
13/13(100%)
13/13(100%)
13/13(100%)
10/10(100%)
10/10(100%)

No.

Name(Date of birth)

Masahiro Nakajima(February 3, 1950)[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
March 1972
April 2003
June 2004
June 2006
October 2008
June 2015
June 2015
June 2015
June 2015
February 2016
June 2016

1[Attendance at theBoard of Directors
meetings]
13/13(100%)

April 2017
June 2017
June 2019
June 2021

Number ofshares of theCompany held

Joined the Company
Executive Officer, the Company
Director, the Company
President, the Company
President, MORITA CORPORATION
Chairman, MORITA ECONOS CORPORATION
Chairman, MORITA TECHNOS CORPORATION
Chairman, MORITA CORPORATION (current
position)
Chairman, the Company
Chairman of the Board, BRONTO SKYLIFT OY
AB (current position)
194,583 shares
Chairman and CEO, the Company (current
position)
Chairman, MORITA ENVIRONMENTAL TECHCORPORATION
Outside Corporate Auditor, Hino Motors, Ltd.
Director, MORITA ENVIRONMENTAL TECHCORPORATION (current position)
Outside Director, Hino Motors, Ltd. (current
position)[Significant concurrent positions]
・Chairman, MORITA CORPORATION
・Chairman of the Board, BRONTO SKYLIFT OY AB
・Outside Director, Hino Motors, Ltd.
[Reason for nomination as candidate for Director]
Mr. Masahiro Nakajima has held key positions in the fire fighting vehicles business and the recycling machines
business, and after assuming office as Director in 2004, he served as President from 2006 to 2015, Chairman from2015, and as Chairman and CEO from 2016, playing a central role in management for many years at the Company,and domestic and overseas group companies, and possesses abundant experience and broad insight as a manager.
Therefore, the Company determined that he can play a sufficient role in the overall management supervision anddecision-making functions by utilizing his abundant experience and track record, and proposes his continued
appointment as Director.

-4-

No.

Name
(Date of birth)

Shinichi Kanaoka(August 21, 1959)[Reappointment]

2[Attendance at theBoard of Directors
meetings]
13/13(100%)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
April 2007
June 2010
October 2011
April 2017
June 2018
April 2019
June 2020
June 2022

Number ofshares of theCompany held

Joined the Company
General Manager, Accounting Dept., Business
Management Division, the Company
Executive Officer, the Company
General Manager, Business Management Division,
the Company
36,787 shares
Managing Executive Officer, the Company
Director and Executive Officer, the Company
Head of Division of Finance and Information
Management, the Company
Director and Managing Executive Officer, theCompany
President, the Company (current position)[Reason for nomination as candidate for Director]
Mr. Shinichi Kanaoka has been engaged in the accounting operations for many years, and after assuming theposition of Executive Officer in 2010, he assumed a key position in charge of the Business Management Division,
which oversees the Corporate Planning, Legal, Accounting, and Information Management departments, etc. He
has also served as President from 2022. Therefore, the Company determined that he can play a sufficient role in
the overall management supervision and decision-making functions by utilizing his abundant experience and trackrecord, and proposes his continued appointment as Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
April 2002
October 2008

Kunio Morimoto(March 3, 1958)

June 2011[Reappointment]

3[Attendance at theBoard of Directors
meetings]
13/13(100%)

June 2015
June 2015

January 2016
April 2019
April 2019

June 20194

Joined the Company
General Manager, Procurement Dept., Business
Management Division, the Company
Executive Officer, Deputy General Manager,
Production Division, and General Manager,
Engineering Dept., MORITA CORPORATION
Director, Deputy General Manager, Production
Division, General Manager, Planning and
Production Dept., and General Manager, Overseas
Business Promotion Dept., MORITACORPORATIONManaging Director, MORITA CORPORATION
General Manager, Production Division, andGeneral Manager, Product Development Division,
MORITA CORPORATION
Executive Director, BRONTO SKYLIFT OY AB
Managing Executive Officer, the Company(current position)
Head of Division of Corporate Strategy, theCompany
Head of Division of ATI Center, the Company(current position)
Director, the Company (current position)

Number ofshares of theCompany held

39,075 shares[Reason for nomination as candidate for Director]
Mr. Kunio Morimoto has held key positions in the production, engineering, and development departments of thefire fighting vehicles business for many years, and has also been involved in the management of overseas groupsubsidiaries since 2016. The Company requests his continued appointment as Director because of his experienceand broad insight necessary for corporate management.
Joined the Company
April 1982
General Manager, General Affairs Dept., Business
April 2007
Management Division, the Company
Executive Officer, the Company
April
2011
Shinya Murai
February 2012 Deputy General Manager, Business Management(January 23, 1960)
Division, General Manager, General Affairs Dept.,
and General Manager, Human Resources Dept., the[Reappointment]
Company
April 2017Managing Executive Officer, the Company (current 23,010 shares[Attendance at theposition)
Board of Directors
July 2018
General Manager, Corporate Communications Dept.,
meetings]
the Company
10/10
April
2019
Head of Division of Human Resources Development(100%)and General Affairs, the Company
Director, the Company (current position)
June 2022
Head of Group Corporate Division, the Company(current position)[Reason for nomination as candidate for Director]
Mr. Shinya Murai has been engaged in general affairs and personnel affairs for many years, and after assuming theposition of Executive Officer in 2011 he assumed a key position in charge of the Business Management Division,
overseeing the Company and its domestic group companies. The Company requests his continued appointment as
Director because of his abundant business experience in the Company and broad insight necessary for corporate
management.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1995
April 1995

5

Mitsuo Isoda(January 7, 1970)

June 2001[Reappointment][Outside]February 2002
July 2002
June 2014[Attendance at theBoard of Directors
meetings]
13/13(100%)

August 2001

June 2016
May 2019

Registered as an Attorney (Osaka Bar Association)
Joined The Miyake Joint Partnership Law Office(currently Miyake & Partners)
Completed the Harvard Law School’s LL.M.
program.
Trained at Pillsbury Winthrop Shaw Pittman LLP,New York Office
Admitted to the New York State Bar (at that time)
Partner, Miyake & Partners
Outside Corporate Auditor, Haseko Corporation(current position)
Director, the Company (current position)
Representative Partner, Miyake & Partners (current
position)

Number ofshares of theCompany held

3,300 shares[Significant concurrent positions]・Representative Partner, Miyake & Partners
・Outside Corporate Auditor, Haseko Corporation

6[Reason for nomination as candidate for Outside Director and outline of expected roles]
Although Mr. Mitsuo Isoda has no direct experience in corporate management, he has been a lawyer for many
years and has a high degree of expertise in laws and regulations. He has been an Outside Director of the Company
since June 2016 and has provided useful and valuable advice on compliance and governance from an independent
standpoint in the deliberations of the Board of Directors and the Nomination and Compensation Advisory
Committee, which he chairs, and it is expected that he will continue to exercise his independent and highly
transparent monitoring and supervisory functions in the management of the Company. Therefore, the Company
requests his continued appointment as Outside Director. His term of office as an Outside Director will be seven(7) years at the conclusion of this General Meeting of Shareholders.
April 1972
Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
Executive Officer, The Sanwa Bank, Ltd.
June 1999
Takao Kawanishi
Managing Executive Officer, UFJ Bank Limited
January 2002
(November 23, 1948)(currently MUFG Bank, Ltd.)
Representative Director and Senior Managing
May 2004[Reappointment]
Executive Officer, UFJ Bank Limited[Outside]
January 2006
Managing Director, The Bank of Tokyo-Mitsubishi
3,100 shares
UFJ, Ltd. (currently MUFG Bank, Ltd.)
April 2008
Vice President, The Bank of Tokyo-Mitsubishi[Attendance at theUFJ, Ltd.
Board of Directors
President and CEO, JCB Co., Ltd.
June
2010
meetings]
June 2014
Chairman, JCB Co., Ltd.
13/13
(100%)
February 2015
Outside Director, Unirita Inc.
Director, the Company (current position)
June 2017
Chairman of the Board of Directors, JCB Co., Ltd.
June 2017[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Takao Kawanishi possesses expert knowledge cultivated over many years at financial institutions and a wealthof experience and broad insight as a corporate manager. He has been an Outside Director of the Company sinceJune 2017 and has provided useful and valuable advice based on his broad experience and deep knowledge ofcorporate management, from an independent standpoint in the deliberations of the Board of Directors and theNomination and Compensation Advisory Committee, and it is expected that he will continue to exercise his
independent and highly transparent monitoring and supervisory functions in the management of the Company.
Therefore, the Company requests his continued appointment as Outside Director. His term of office as an Outside
Director will be six (6) years at the conclusion of this General Meeting of Shareholders.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined Daifuku Machinery Works Co., Ltd.
(currently Daifuku Co., Ltd.)
June 1998
Director, Daifuku Machinery Works Co., Ltd.
April 2000
President, Daifuku America Corporation
Representative Director and Senior Managing
April 2004
Director, Daifuku Co., Ltd.
President, Daifuku Canada Inc.
April 2006
Executive Vice President, Daifuku Co., Ltd.
December 2007 Chairman, Jervis B.Webb Company
April 2008
President and CEO, Daifuku Co., Ltd.
Chairman, Daifuku Webb Holding Company
January 2011
(currently Daifuku North America Holding
Company)
Director and Advisor, Daifuku Co., Ltd.
April 2018
June 2020
Director, the Company (current position)

Number ofshares of theCompany held

April 1971
Masaki Hojo
(October 2, 1948)[Reappointment][Outside]

7

8[Attendance at theBoard of Directors
meetings]
13/13(100%)

7,000 shares[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Masaki Hojo has extensive experience and broad insight as a corporate manager, having served as President
and CEO and head of overseas subsidiaries at Daifuku Co., Ltd. He has been an Outside Director of the Company
since June 2020 and has provided useful and valuable advice based on his broad experience and deep knowledgeof corporate management, from an independent standpoint in the deliberations of the Board of Directors and theNomination and Compensation Advisory Committee, and it is expected that he will continue to exercise his
independent and highly transparent monitoring and supervisory functions in the management of the Company.
Therefore, the Company requests his continued appointment as Outside Director. His term of office as an Outside
Director will be three (3) years at the conclusion of this General Meeting of Shareholders.
April 1992
Joined the Company
April 2015
General Manager, General Fire Fighting Vehicle
Production Dept., Sanda Factory, MORITACORPORATION
Masayoshi Kato
Executive Officer, Head of Production Division, and
April
2017
(February 18, 1970)
Factory Head, Sanda Factory, MORITACORPORATION[Reappointment]
Director, Head of Production Division, and Factory
June 201718,031 shares
Head, Sanda Factory, MORITA CORPORATION[Attendance at the
Director, Executive Officer, Head of Production
April 2018
Board of Directors
Division, General Manager, Engineering Dept.,
meetings]
MORITA CORPORATION
10/10
Representative Director, President, MORITA
April 2022
(100%)CORPORATION (current position)
June 2022
Director, the Company (current position)[Significant concurrent positions]Representative Director, President, MORITA CORPORATION[Reason for nomination as candidate for Director]
Mr. Masayoshi Kato has held key positions in the production and engineering departments for many years in thefire fighting vehicles business, and was involved in management as a Director of MORITA CORPORATION in
2017. He has also served as Representative Director of MORITA CORPORATION since April 2022. The
Company determined that he will play a role in the supervisory and decision-making functions of the Board of the
Directors of the Company, taking advantage of his abundant experience and broad insight, and therefore requests
his continued appointment as Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
General Manager, Sales Dept.(West Japan), Sales
Division, MORITA ENVIRONMENTAL TECHCORPORATION
Hiroyuki Fukunishi April 2017
Director, Head of Sales Division and(January 1, 1970)
General Manager, Sales Dept.(East Japan),
MORITA ENVIRONMENTAL TECHCORPORATION[Reappointment]
June 2019
Director, Executive Officer, and Head of Sales
20,285 shares
Division, MORITA ENVIRONMENTAL TECH[Attendance at the
CORPORATION
Board of Directors
Representative Director, President, and Head of
April
2022
meetings]
Sales Division, MORITA ENVIRONMENTAL
10/10
TECH CORPORATION (current position)(100%)
Director, the Company (current position)
June 2022[Significant concurrent positions]Representative Director, President, MORITA ENVIRONMENTAL
TECH CORPORATION[Reason for nomination as candidate for Director]
Mr. Hiroyuki Fukunishi has held key positions in the sales department for many years in the recycling machines
business, and was involved in the management of MORITA ENVIRONMENTAL TECH CORPORATION as a
Director in 2017. He has also served as Representative Director of MORITA ENVIRONMENTAL TECHCORPORATION since April 2022. The Company determined that he will play a role in the supervisory anddecision-making functions of the Board of the Directors of the Company, taking advantage of his abundant
experience and broad insight, and therefore requests his continued appointment as Director.
April 1994
April 2016

9Notes:

1. None of the candidates for Directors have any special interests with the Company.
2. Mr. Mitsuo Isoda, Mr. Takao Kawanishi, and Mr. Masaki Hojo, are the candidates for Outside
Directors, and also candidates for Independent Officers who have no potential conflicts ofinterests with general shareholders, the designation of which is required by Tokyo Stock
Exchange, Inc.
3. The Company has concluded an agreement with Mr. Mitsuo Isoda, Mr. Takao Kawanishi and
Mr. Masaki Hojo, in accordance with Article 427, Paragraph 1 of the Companies Act, to limit
their liability for damages stipulated under Article 423, Paragraph 1 of the Act. The maximum
amount of liability for damages under the contract is the minimum liability amount stipulated
by laws and regulations. If their reappointment is approved, then the Company will continue
the above agreement with them.
4. The Company has entered into a directors and officers (D&O) liability insurance contract withan insurance company to cover legal damages and litigation expenses to be borne by the
insured in the event that a claim for damages is made against the insured due to an act(including omission) committed by the insured in his/her capacity as a director or officer of theCompany. If the appointment of the candidates as Directors is approved in this proposal, eachof them will be insured under the insurance contract, which is to be renewed during their termof office on the same terms and conditions.
5. The difference in the total number of attendance at the Board of Directors meetings held is dueto the fact that the timing of the assumption of office varied by candidate.

-9-

(Reference)
The structure of the Board of Directors and the knowledge and experience each Director has if Proposal 1 isapproved as proposed at this Ordinary General Meeting of Shareholders are as follows.
Name

Position at theCompany after
approval

The knowledge and experience which each Director has
Corporate

International

Legal andFinance andSales andTechnology

management

experience

GovernanceAccounting

Marketingand R&D〇〇

Masahiro
Nakajima

Chairman& CEO〇

ShinichiKanaokaPresident〇

Kunio
Morimoto

Shinya Murai

Director andManaging
Executive
Officer
Director andManaging
Executive
Officer

〇

〇

〇

〇

〇

〇

〇

〇

Director*1, *2

Takao
Kawanishi

Director*1

〇

〇

〇

〇

Masaki Hojo

Director*1

〇

〇

〇

〇

Masayoshi
Kato

Director〇

Hiroyuki
Fukunishi

Director

〇

〇

Human
Resource〇

Mitsuo Isoda*1*2

Production

〇

〇

〇

〇

〇

〇

Outside Director and Independent Officer
Mr. Mitsuo Isoda chairs the Nomination Advisory Committee and the Compensation Advisory Committee.

- 10 -〇

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member, Masaru Ota, will expire at the closing of this
General Meeting of Shareholders. Consequently, the Company proposes the election of one (1) Audit &Supervisory Board Member.
The agreement of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows.
Candidate for Audit & Supervisory Board Member
Name(Date of birth)

Career summary, positions and significant concurrent positions
October 1991
March 1997
October 1999
March 2001

Masaru Ota(June 8, 1966)

December 2002
March 2003
April 2006

[Reappointment][Outside]

June 2015
June 2017[Attendance at theBoard of Directors
meetings]
13/13(100%)

December 2019
June 2022

December 2022

Number ofshares of theCompany held

Joined Aoyama Audit Corporation (currently
PricewaterhouseCoopers Aarata LLC)
Joined PwC Consulting Co., Ltd. (currently IBM
Japan Ltd)
Joined ChuoAoyama Audit Corporation (currently
PricewaterhouseCoopers Aarata LLC)
Joined Sanwa Capital Finance Ltd. (currently
Mitsubishi UFJ Capital Co., Ltd.)
Joined Phoenix Capital Co., Ltd.
Director, Phoenix Capital Co., Ltd.
Representative Director, Ascent Partners (current
position)
Audit & Supervisory Board Member, the Company(current position)
8,700 shares
Outside Audit & Supervisory Board Member,
Wealth Management, Inc.
External Audit and Supervisory Board Member,
CMIC HOLDINGS Co., Ltd.
Outside Board Member and Audit and Supervisory
Committee Member, Wealth Management, Inc.
(current position)
External Corporate Director, CMIC HOLDINGS
Co., Ltd. (current position)[Significant concurrent positions]Representative Director, Ascent Partners
Outside Board Member and Audit and Supervisory Committee Member,
Wealth Management, Inc.
External Corporate Director, CMIC HOLDINGS Co., Ltd.
[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Masaru Ota has abundant knowledge and experience at consulting firms, which may be leveraged for theCompany’s auditing functions. Therefore, the Company requests his continued appointment as Outside Audit &Supervisory Board Member. His term of office as an Outside Audit & Supervisory Board Member will be eight(8) years at the conclusion of this General Meeting of Shareholders.

Notes:

1. The candidate for Audit & Supervisory Board Member has no special interests with theCompany.
2. Mr. Masaru Ota is the candidate for Outside Audit & Supervisory Board Member, and also thecandidate for Independent Officer who has no potential conflicts of interests with generalshareholders, the designation of which is required by Tokyo Stock Exchange, Inc.
3. The Company has concluded an agreement with Mr. Masaru Ota, in accordance with Article
427, Paragraph 1 of the Companies Act, to limit his liability for damages stipulated under
Article 423, Paragraph 1 of the Act. The maximum amount of liability for damages under thecontract is the minimum liability amount stipulated by laws and regulations. If his
reappointment is approved, then the Company will continue the above agreement with him.

- 11 -

4. The Company has entered into a directors and officers (D&O) liability insurance contract withan insurance company to cover legal damages and litigation expenses to be borne by the
insured in the event that a claim for damages is made against the insured due to an act(including omission) committed by the insured in his/her capacity as a director or officer of theCompany. If the appointment of the candidate as Audit & Supervisory Board Member isapproved in this proposal, he will be insured under the insurance contract, which is to be
renewed during his term of office on the same terms and conditions.

- 12 -

(Reference)

Criteria for Determining Whether Outside Officers are Sufficiently Independent
The Company has established the following criteria for determining the independence of Outside Directors
and Outside Audit & Supervisory Board Members (hereinafter referred to as “Outside Officers”), and if,
as a result of an investigation to the extent reasonably possible by the Company, it is determined that an
Outside Officer does not fall under any of the following items, then such Outside Officer is deemed to be
independent from the Company and not likely to cause any conflict of interest with general shareholders.
(1)
Persons who are business executors of the Company or its affiliates (hereinafter referred to as
the “Group”) or persons who were business executors of the Group in the past 10 years (or, if
the persons were non-executive Directors, Audit & Supervisory Board Members, or Accounting
Advisors of the Group at any point within the past 10 years, then the 10 years prior to assuming
such positions)(2)
Persons for whom the Group is a major business partner, or persons who are business executorsof their parent companies or important subsidiaries.
(3)
Persons who are business executors of the Group’s major business partners, or persons who arebusiness executors of their parent companies or important subsidiaries(4)
Consultants, accounting experts, or legal experts who receive more than a certain amount ofmoney or other assets from the Group (if the persons receiving such assets are corporations,partnerships, or other organizations, then the persons who are business executors of suchorganizations)(5)
Persons who have received donations or grants exceeding a certain amount from the Group (ifthe donation or grant recipients are corporations, partnerships, or other organizations, then the
persons who are business executors of such organizations)(6)
Persons who are business executors of the Group’s lead managing brokerage firms, or a certified
public accountant, employee, or partner of the audit firm that is the Group’s accounting auditor(7)
Persons who are business executors of the principal financial institutions from which the Groupborrows, or their parent companies or subsidiaries(8)
A major shareholder of the Company (meaning a shareholder that directly or indirectly holds
10% or more of the voting rights) or, if such a major shareholder is a corporation, the persons
who are business executors of such a major shareholder or its parent company or important
subsidiary(9)
Persons who are business executors of a company in which the Group is a major shareholder(meaning a company in which the Group directly or indirectly holds 10% or more of the voting
rights) or its parent company or important subsidiary(10)
Directors, Audit & Supervisory Board Members, Accounting Advisors, Corporate Executives(shikko yaku), or Executive Officers (shikko yakuin), of any company or its parent company or
subsidiary that accepts Directors (whether full-time or part-time) from the Group(11)
Persons who have fallen under (2) through (10) above, in the three years prior to assuming office(12)
Close relatives, etc. of persons falling under (1) through (11) above- 13 -

Proposal 3:

Revision of Amount of Compensation for Granting Restricted Stock to Directors

Pursuant to approval received for Proposal 4 “Determination of Amount of Compensation for Granting
Restricted Stock to Directors” at the 86th Annual General Meeting of Shareholders held on June 21, 2019
(hereinafter, the resolution for the said Proposal at the said Annual General Meeting of Shareholders isreferred to as the “Initial Resolution”), the Company introduced a restricted stock compensation plan(hereinafter, the “Plan”) for Directors of the Company (excluding Outside Directors; hereinafter, “Eligible
Directors”) for the purpose of increasing corporate value sustainably by having them share values withshareholders through stockholding.
By comprehensively taking into account a recent increase in the number of Eligible Directors to strengthen
the management structure, a shift in the weight to performance-linked compensation from fixedcompensation, and other circumstances of the Company in recent years, it is proposed that the upper limitof the amount of compensation for granting restricted stock to Eligible Directors and the total maximum
number of restricted stock to be allotted be revised as described below.
The revision was determined by the Board of Directors after deliberations at the Compensation Advisory
Committee, by comprehensively taking into account the policy for determining details of compensation
for Directors and the stock price level of the Company, and thus the revision is deemed reasonable.
The Company currently has nine (9) Directors, including three (3) Outside Directors. If Proposal 1“Election of Nine (9) Directors” is approved as originally proposed, the number of Directors will remainnine (9), including three (3) Outside Directors.
[Details of the revision]
The amount of compensation, etc. for Directors was approved to be up to ¥230 million per year (including
up to ¥40 million per year for Outside Directors; however, not including the amount of employee salaries
payable to Directors who double as employees) at the 87th Annual General Meeting of Shareholders heldon June 25, 2020. In addition, in the Initial Resolution, it was also approved that the total amount ofmonetary compensation receivables to be granted to each Eligible Director based on the Plan shall be up
to ¥80 million per year, and that the total number of restricted stock to be allotted to Eligible Directors
shall be up to 44,000 shares per year, separately from the above-mentioned amount of compensation.
Eligible Directors shall make in-kind contribution of all the monetary compensation receivables to be
granted by the Company based on the Plan to receive allotment of common stock of the Company. It is
proposed that the total amount of monetary compensation receivables to be granted to each Eligible
Director based on the Plan and the total amount of restricted stock to be allotted to Eligible Directors be
revised from those approved by the Initial Resolution, to ¥100 million per year and 80,000 shares per year,
respectively.
Other than the above-mentioned revisions, there is no change to the contents of the Initial Resolution. The
contents of the Plan after the revision shall be as described below (amended parts are underlined).
[Contents of the plan]
The compensation to be offered to Eligible Directors for granting restricted stock shall be in the form ofmonetary claims (hereinafter “Monetary Compensation Receivables”). The total amount thereof shall be
up to ¥100 million per year. The specific timing to grant the Monetary Compensation Receivables andallocation thereof to each Eligible Director shall be determined by the Board of Directors. However,compensation for granting restricted stock shall not be paid to Outside Directors.
The above-mentioned amount does not include the amount of employee salaries payable to Directors who
double as employees.
Eligible Directors shall, based on a resolution of the Board of Directors, make in-kind contribution of all
the Monetary Compensation Receivables to be granted, and common stock of the Company shall either be
issued or disposed of by the Company with the upper limit set at 80,000 shares per year. (However, thetotal number may be adjusted within a reasonable range in the case that a stock split (including an allotmentof shares without contribution) or a reverse stock split of the Company’s common stock is conducted, or
any other reason that requires an adjustment to the total number of common stock to be issued or disposedof by the Company as restricted stock.)
The amount to be paid per share of restricted stock under the Plan shall be the closing price of theCompany’s common stock on the Tokyo Stock Exchange on the business day immediately prior to the dateon which resolution is made at Board of Directors meetings (or the closing price on the transaction day
immediately prior thereto if no transaction is made on such business day). For the purpose of such issuance- 14 -

or disposal of common stock of the Company, a contract on the allotment of restricted stock (hereinafter“Allotment Contract”) that includes the following provisions shall be concluded between the Company andEligible Directors.
(1) Transfer restriction period
Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of the Company’scommon stock that is allotted according to Allotment Contract (hereinafter “Allotted Shares”) during aperiod of thirty (30) years (hereinafter “Transfer Restriction Period”) from the day when Eligible Directors
are allotted such shares according to the Allotment Contract (hereinafter “Transfer Restriction”).
(2) Treatment on retirement or resignation
In the event that Eligible Directors resign or retire from the positions of the Director, Executive Officer notconcurrently serving as Director, Audit & Supervisory Board Member, employee, Advisor, Counselor or
any other positions equivalent thereto of the Company or its subsidiaries, prior to the expiry of Transfer
Restriction Period, the Company shall acquire Allotted Shares rightfully without consideration unless thereason for Eligible Directors’ resignation or retirement from office is the expiration of the term of office,death, or any other justifiable reason.
(3) Lifting of transfer restriction
Notwithstanding the provision of (1) above, the Company shall lift the Transfer Restriction on all of the
Allotted Shares at the expiration of Transfer Restriction Period on the condition that Eligible Directors
have continuously served in either of the positions of the Director, Executive Officer not concurrently
serving as Director, Audit & Supervisory Board Member, employee, Advisor, Counselor or any otherpositions equivalent thereto of the Company or its subsidiaries during Transfer Restriction Period. However,
if such Eligible Directors retire from the position stipulated in (2) above prior to the expiry of Transfer
Restriction Period for any of the reason such as the expiration of the term of office, death, or any otherjustifiable reason stipulated in (2) above, the number of Allotted Shares for which Transfer Restriction is
to be lifted and the timing of the lifting of Transfer Restriction shall be reasonably adjusted as necessary.
In addition, at the time immediately after the lifting of Transfer Restriction pursuant to the provisions
described above, the Company shall acquire Allotted Shares for which Transfer Restriction has not been
lifted, rightfully without consideration.
(4) Treatment on organizational restructuring, etc.
Notwithstanding the provision of (1) above, in the case where an agreement of merger with the Company
as the non-surviving entity, agreement of share exchange or plan for share transfer through which theCompany becomes a wholly-owned subsidiary, or a matter concerning other organizational restructuring,etc. is approved at the General Meeting of Shareholders (or at the Company’s Board of Directors in thecase where approval of General Meeting of Shareholders is not required for the said organizational
restructuring, etc.) during Transfer Restriction Period, Transfer Restriction shall be lifted by the resolutionof the Company’s Board of Directors prior to the effective date of the said organizational restructuring,etc., with regard to the number of the Allotted Shares reasonably set forth in light of the period from thestart date of Transfer Restriction Period to the approval date of the said organizational restructuring, etc. In
the case described above, at the time immediately after the lifting of Transfer Restriction, the Company
shall acquire Allotted Shares for which Transfer Restriction has not been lifted, rightfully without
contribution.
(5) Others
Any other matters concerning Allotment Contract shall be determined by the Company’s Board of
Directors.

- 15 -