[Translation for reference only]
ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is an English translation of the original Japanese-language document and is provided for convenience only. In allcases, the Japanese-language original shall prevail.

Securities Code: 3289
June 9, 2021
Dear Shareholders:

Hironori Nishikawa

President and Representative Director

Tokyu Fudosan Holdings Corporation
Dogenzaka 1-21-1, Shibuya-ku, Tokyo, Japan

Notice of Convocationof the 8th Ordinary General Meeting of Shareholders
This is to notify you of the 8th Ordinary General Meeting of Shareholders of Tokyu Fudosan Holdings
Corporation (the “Company”), which will be held as described below.
To prevent the spread of COVID-19, shareholders are requested to refrain from attending the meeting inperson as your health is the top priority. Please review the Reference Documents for the General Meetingof Shareholders attached hereto, and exercise your voting rights via the Internet or in writing by 6:00 p.m.,
Japan Standard Time, on Thursday, June 24, 2021.
1. Date and Time: Friday, June 25, 2021, at 10:00 a.m.
(The reception desk will open at 9:30 a.m. [scheduled])
2. Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakura-gaoka-cho, Shibuya-ku, Tokyo, Japan
Note: The Ordinary General Meeting of Shareholders will be live-streamed on theInternet. Please refrain from attending the meeting in person on the day andview the meeting via the Internet.

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 8th fiscal
year (from April 1, 2020 to March 31, 2021)
2. Non-consolidated Financial Statements for the 8th fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Election of fifteen (15) Directors
Proposal No. 3: Election of four (4) Audit & Supervisory Board Members
Proposal No. 4: Election of one (1) substitute Audit & Supervisory Board Member
Proposal No. 5: Partial Amendment and Continuation of the Stock-based Compensation System
for Directors, etc.

- 1 -(Request to Shareholders)
The aforementioned guidance may be updated depending on the status of infection spread, requests by thegovernment and other factors up to the day of the meeting. Please check the Company’s website(https://www.tokyu-fudosan-hd.co.jp/) on the Internet in advance for the latest information.
Please note that the meeting will be conducted in Japanese only without an interpreter.

- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of surplus
Year-end dividends
The Company regards the return of profits to shareholders to be one of its most important policies. Ourbasic policy is to maintain a stable dividend policy, comprehensively taking into consideration ourbusiness results and the future business environment as well as the capital requirements for medium- andlong-term business development, etc.
Under this policy, the Company proposes the year-end dividends as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount
8 yen per common share of the Company
Total amount of dividends:

5,756,453,456 yen(3) Effective date of dividends from surplus
June 28, 2021

- 3 -

Proposal No. 2: Election of fifteen (15) Directors
Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all thirteen(13) Directors will expire.
Accordingly, the Company proposes that the number of Outside Directors be increased by two in orderto further enhance the transparency of its management and strengthen the organizational structure forpromoting the long-term management policies and that fifteen (15) Directors be elected. If this Proposal
is approved as proposed, Independent Outside Directors who meet the Independence Standards
stipulated by the Tokyo Stock Exchange and the Company will account for more than one-third (40%) of
the Directors of the Company.
The candidates for Directors are as follows:

- 4 -

No.

Name

Age

1

Reappointment

Kiyoshi Kanazashi

75

2

Reappointment

Yuji Ohkuma

62

3

Reappointment

Hironori Nishikawa

62

Current positions
and responsibilities
at the Company
ChairmanVice Chairman
President & CEO

Attendance at theBoard ofDirectors
meetings(Attendance rate)
10 out of 11
meetings(91%)
11 out of 11
meetings(100%)
11 out of 11
meetings(100%)

4

Reappointment

Hitoshi Uemura

61

Representative
Director &Executive Vice
President

5

Reappointment

Katsuhide Saiga

63

Director &Operating Officer

6

Reappointment

Masashi Okada

62

Director &Operating Officer

7

Reappointment

Shohei Kimura

60

Director &Operating Officer

11 out of 11
meetings(100%)

8

Reappointment

Yoichi Ota

60

Director &Operating Officer

10 out of 10
meetings(100%)

9

Reappointment

Hirofumi Nomoto73

Director

11 out of 11
meetings(100%)

10

Reappointment
OutsideIndependent

Makoto Kaiami

69

Director

11 out of 11
meetings(100%)

11

Reappointment
OutsideIndependent

Saeko Arai

57

Director

11 out of 11
meetings(100%)

12

Reappointment
OutsideIndependent

Michiaki Ogasawara

67

Director

10 out of 11
meetings(91%)

13

New candidate
OutsideIndependent

Satoshi Miura77

14

New candidate
OutsideIndependent

Tsuguhiko Hoshino

61

15

New candidate
OutsideIndependent

Yumiko Jozuka

59

- 5 -

11 out of 11
meetings(100%)
11 out of 11
meetings(100%)
11 out of 11
meetings(100%)

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jun.
Apr.
Apr.
Oct.
Apr.

1968
1998
2000
2002
2008
2013
2014

Apr. 2014
Kiyoshi Kanazashi(August 2, 1945; 75
years old)1

Reappointment
Attendance to themeetings of theBoard of Directors
10/11 (91%)
Number of years
in office: 7 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

Apr. 2015
Apr. 2015
Jun. 2015
Apr. 2020(Significant concurrent positions outside the Company)
Director, Tokyu Corporation
President, The Tokyu Foundation
Director, TOKYU RECREATION CO., LTD.
Representative Director, Lifelong Health and Wellness Association

1982
2011
2013
2014

Apr. 2015

2

108,646(Reasons for nomination)
Joined Tokyu Land Corporation in 1968, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as President and Director of the Company from 2013 to 2015
and Chairman of the Company since 2015. Has extensive operational
experience with the Group and insight relating to corporate management ingeneral. Has insight relating to ESG and sustainability gained throughefforts to support an external organization that aims to realize a sustainable
and lifelong healthy society.
Apr.
Jun.
Oct.
Apr.

Yuji Ohkuma(August 3, 1958; 62
years old)

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director, Tokyu Land Corporation
President & CEO, Tokyu Land Corporation
President and Representative Director, the Company
President and Representative Director, and Executive Officer,
the Company
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation
Chairman of the Board and Chief Executive Officer, theCompany
Chairman, Tokyu Hands, Inc.
Chairman, Tokyu Land Corporation
Chairman, the Company (current)

Number of theCompany’s
shares owned

Apr. 2017
Apr. 2020
Apr. 2020

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Director, the Company
Director and Senior Executive Managing Officer, theCompany
President and Representative Director, and Executive Officer,
the Company
President & CEO, Tokyu Land Corporation
Representative Director, the Company
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation
Chairman, Tokyu Land Corporation
Vice Chairman & Representative Director, the Company
Vice Chairman, the Company (current)

Reappointment

Jun. 2020
Jun. 2020
Apr. 2021

Attendance to themeetings of theBoard of Directors
11/11 (100%)(Significant concurrent positions outside the Company)-(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in building
Number of years
in office: 7 years and development operations, the human resources division and so forth sincethen. Involved with corporate management as a Director of the Company
9 months(at the conclusion of since 2013, and a Representative Director of the Company from 2015 tothis General Meeting March 2021. Has extensive operational experience with the Group andinsight relating to corporate management in general, ESG andof Shareholders)sustainability.

- 6 -69,725

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1982
Oct. 2013
Apr. 2014
Apr. 2015
Apr. 2016
Jun. 2016

Apr. 2017
Hironori Nishikawa Apr. 2017
(November 12, 1958; Apr. 2020
62 years old)
Apr. 2021
3

Reappointment
Attendance to themeetings of theBoard of Directors
11/11 (100%)

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Managing Officer, the Company
Director, Tokyu Land Corporation
Managing Officer, the Company
Senior Executive Managing Officer, the Company
Director and Senior Executive Managing Officer, theCompany
Director and Managing Officer, the Company
Representative Director, Tokyu Land Corporation
President & CEO, the Company (current)
Chairman, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
Chairman, Tokyu Land Corporation

48,475(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in resort
related operations, the human resources division, the generaladministration division and so forth since then. Involved with corporate
Number of years
management as a Director of the Company since 2016 and focused on
in office: 5 years
promoting digital transformation. Has extensive operational experience(at the conclusion of with the Group and insight relating to corporate management in general,
this General Meeting ESG and sustainability.
of Shareholders)
Apr. 1982
Jun. 2011
Oct. 2013
Apr. 2014
Apr. 2015
Apr. 2015
May 2015
Jun. 2015
Hitoshi Uemura
Apr. 2017(November 10, 1959; Apr. 201761 years old)
Apr. 2021
4

Reappointment
Attendance to themeetings of theBoard of Directors
11/11 (100%)

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Director, the Company
Representative Director, Tokyu Land Corporation
Managing Officer, the Company
President & CEO, Tokyu Land Corporation
Executive Vice President, the Company
Director and Executive Vice President, the Company
Director and Managing Officer, the Company
Vice Chairman, Tokyu Land Corporation
Representative Director and Executive Vice President(current)(Significant concurrent positions outside the Company)-(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in realestate securitization operations, overseas business and so forth since then.
Number of years
Involved with corporate management as a Director of the Company sincein office: 6 years
2013. Has extensive operational experience with the Group and insight(at the conclusion of relating to corporate management in general, ESG and sustainability.
this General Meetingof Shareholders)- 7 -48,375

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1980
Jun. 2013
Oct. 2013
Apr. 2016
Apr. 2016
Jun. 2016
Apr. 2017

Katsuhide Saiga(October 14, 1957;
63 years old)
5

Reappointment
Attendance to themeetings of theBoard of Directors
11/11 (100%)

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Director, Tokyu Community Corporation
Managing Officer, the Company
President & CEO, Tokyu Community Corporation (current)
Executive Vice President, the Company
Director and Executive Vice President, the Company
Director and Managing Officer, the Company (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Community Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1980, and has been involved in senior
related operations, the corporate planning division, the IT division and soforth since then. Involved with corporate management as a Director of theCompany since 2016. Has extensive operational experience with theGroup and insight relating to corporate management in general, ESG andsustainability.

48,852

Number of years
in office: 5 years(at the conclusion ofthis General Meetingof Shareholders)
Apr.
Apr.
Jun.
Jun.
Apr.

Masashi Okada(August 6, 1958; 62
years old)
6

Reappointment
Attendance to themeetings of theBoard of Directors
11/11 (100%)

1982
2014
2015
2018
2020

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Officer, the Company
Director and Managing Officer, the Company (current)
President & CEO, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in thebuildings business, renewable energy business and so forth since then.
Involved with corporate management as a Director of the Company since
2018. Has extensive operational experience with the Group and insight
relating to corporate management in general, ESG and sustainability.

Number of years
in office: 3 years(at the conclusion ofthis General Meetingof Shareholders)- 8 -47,100Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Oct.
Apr.
Jun.

1984
2013
2014
2019

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Managing Officer, the Company
Director, Tokyu Land Corporation (current)
Director and Managing Officer, the Company (current)(Significant concurrent positions outside the Company)
Shohei Kimura(June 5, 1961; 60
years old)
7

Reappointment
Attendance to themeetings of theBoard of Directors
11/11 (100%)(Reasons for nomination)
Joined Tokyu Land Corporation in 1984, and has been involved in theoverseas business, senior related business, finance divisions and so forthsince then. Involved with corporate management as a Director of theCompany since 2019. Has extensive operational experience with theGroup and insight relating to corporate management in general, ESG andsustainability.

29,700

Number of years
in office: 2 years(at the conclusion ofthis General Meetingof Shareholders)
Apr.
Apr.
Apr.
Apr.
Jun.

1983
2014
2018
2019
2020

Joined Tokyu Land Corporation
Director, Tokyu Livable, Inc.
Managing Officer, the Company
President & CEO, Tokyu Livable, Inc. (current)
Director and Operating Officer, the Company (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Livable, Inc.

8

Yoichi Ota(September 9, 1960; (Reasons for nomination)
60 years old)
Joined Tokyu Land Corporation in 1983, and has been involved in realestate brokerage operations, the human resources division and so forth
Reappointment
since then. Involved with corporate management as a Director of theCompany since 2020. Has extensive operational experience with the
Attendance to the Group and insight relating to corporate management in general.
meetings of theBoard of Directors
10/10 (100%)
Number of years
in office: 1 year
(at the conclusion ofthis General Meetingof Shareholders)- 9 -30,915

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jan.
Jun.
Jun.

1971
2007
2008
2008
2010

Apr.
Jun.
Oct.
Apr.

2011
2011
2013
2018

Hirofumi Nomoto(September 27, 1947;
Sep. 201973 years old)
9

Reappointment
Attendance to themeetings of theBoard of Directors
11/11 (100%)

Number of theCompany’s
shares owned

Joined Tokyu Corporation
Director, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Senior Managing Director and Representative Director,
Tokyu Corporation
President and Representative Director, Tokyu Corporation
Director, Tokyu Land Corporation
Director, the Company (current)
Chairman of the Board and Representative Director, Tokyu
Corporation
Chairman of the Board and Representative Director, Tokyu
Corporation (current)(Significant concurrent positions outside the Company)
Chairman of the Board and Representative Director, Tokyu Corporation
Director, TOKYU RECREATION CO., LTD.
Outside Director, TOEI COMPANY, LTD.
Outside Director, Mitsubishi UFJ Financial Group, Inc.

35,824(Reasons for nomination)
Number of years
Chairman of the Board and Representative Director of the Company’s
in office: 7 years and major shareholder, Tokyu Corporation. Has extensive experience and9 monthsbroad discernment of corporate management in general.
(at the conclusion ofthis General Meetingof Shareholders)
Apr. 1978 Appointed as a judge
Apr. 2000 Division-head Judge, Tokyo District Court
Jul. 2007 Associate Vice-Minister of Justice in charge of Litigation
Affairs, Minister’s Secretariat, the Ministry of JusticeNov. 2012 Division-head Judge, Tokyo High Court
Jul. 2014 Chief Judge, the Tokyo Family Court
Jun. 2015 Chief Judge, Tokyo District Court
Feb. 2017 Registered as attorney at law
Jun. 2017 Outside Director, FUJIFILM Holdings Corporation
Jun. 2018 Outside Audit & Supervisory Board Member, SEIREN CO.,LTD. (current)
Jun. 2018 Director, the Company (current)
Makoto Kaiami
Sept. 2018 Member of Otemachi Law Office (current)(October 5, 1951; 69 Jun. 2020 Outside Director, JAPAN POST HOLDINGS Co., Ltd.
years old)(current)
10

Reappointment
Outside Director
Independent Officer(Significant concurrent positions outside the Company)
Outside Audit & Supervisory Board Member, SEIREN CO., LTD.
Outside Director, JAPAN POST HOLDINGS Co., Ltd.

Attendance to themeetings of theBoard of Directors
11/11 (100%)(Reasons for nomination)
The Company proposes Mr. Makoto Kaiami be elected as an Outside
Director in the hope that he will supervise the management of theCompany utilizing his knowledge in corporate legal affairs, complianceand risk management gained as a judge and attorney at law and offer
Number of years
advice on the execution of duties based on his insight and opinions from ain office: 3 years
viewpoint of stakeholders. There is no legal advisory contract between the(at the conclusion of Company and him.
this General Meeting As mentioned above, he possesses expert insight and many years ofof Shareholders)experience as a lawyer. Thus the Company judges that he is able toappropriately perform duties as an Outside Director of the Company.

- 10 -

2,200

Candidate
No.

11

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Oct. 1987 Joined Eiwa Audit Corporation (currently KPMG AZSA
LLC)
Oct. 1993 Joined Sasaki Certified Public Accountants Office
Apr. 1997 Joined Internet Research Institute, Inc.
Sep. 1998 Director, Managing Director & CFO, Internet ResearchInstitute, Inc.
Nov. 2002 Established Gratia, Inc. (currently Acuray, Inc.), assumed
position as Representative (current)
Apr. 2016 Specially-Appointed Professor, Hakuoh University
Jun. 2017 Outside Audit & Supervisory Board Member, AEON
CREDIT SERVICE CO., LTD. (current)
Apr. 2018 Professor, Showa Women’s University
Jun. 2018 Outside Member, Board of Directors, Sumitomo Dainippon
Pharma Co., Ltd. (current)
Saeko Arai
(February 6, 1964, 57 Jun. 2018 Director, the Company (current)
Apr. 2019 Specially-Appointed Professor, Hakuoh University (current)
years old)
(Significant concurrent positions outside the Company)
Reappointment
Representative, Acuray, Inc.
Outside Director
Independent Officer Outside Member, Board of Directors, Sumitomo Dainippon Pharma Co.,
Ltd.
Attendance to the(Reasons for nomination)
meetings of theBoard of Directors The Company proposes that Ms. Saeko Arai be elected as an Outside
Director in the hope that she will supervise the management of the
11/11 (100%)Company utilizing her broad knowledge in finance and accounting as acertified public accountant, as well as her experience in corporate
Number of years
management as a CFO of a company and a representative of its overseas
in office: 3 years(at the conclusion of subsidiary, and offer advice on the execution of duties based on her insight
this General Meeting and opinions from a viewpoint of stakeholders.
of Shareholders)- 11 -

Number of theCompany’s
shares owned

0Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

Apr. 1976 Joined the Ministry of Posts and Telecommunications(current the Ministry of Internal Affairs andCommunications)Jan. 2003 Director-General, Tohoku Bureau of Telecommunications,
the Ministry of Internal Affairs and Communications
Feb. 2005 Deputy Director-General, Minister’s Secretariat, the Ministryof Internal Affairs and Communications
Jul. 2008 Director-General, Global Strategy Bureau, the Ministry ofInternal Affairs and Communications
Jan. 2010 Vice Minister for Policy Coordination, the Ministry ofInternal Affairs and Communications
Sep. 2012 Vice-Minister, the Ministry of Internal Affairs andCommunications
Oct. 2013 Advisor, Daiwa Institute of Research Ltd.
Jun. 2015 Outside Director, Daiwa Securities Group Inc. (current)
Michiaki Ogasawara Jun. 2018 Chairperson of the Board, Foundation for Multimedia
Communications (current)(January 29, 1954, 67
Jun. 2019 Director, the Company (current)
years old)
12

(Significant concurrent positions outside the Company)
Reappointment
Chairperson of the Board, Foundation for Multimedia Communications
Outside Director
Independent Officer Outside Director, Daiwa Securities Group Inc.
Outside Director, KOEI TECMO HOLDINGS CO., LTD. (scheduled totake office on June 17, 2021)
Attendance to themeetings of theBoard of Directors (Reasons for nomination)
The Company proposes Mr. Michiaki Ogasawara be elected as an Outside
10/11 (91%)
Director in the hope that he will supervise the management of theCompany utilizing his knowledge in legal affairs, compliance, risk
Number of years
management, IT and digital transformation gained through public
in office: 2 years(at the conclusion of administration and offer advice on the execution of duties based on his
this General Meeting insight and opinions from a viewpoint of stakeholders.
As mentioned above, he possesses expert insight and many years ofof Shareholders)experience as an administrative official. Thus the Company judges that heis able to appropriately perform duties as an Outside Director of theCompany.

- 12 -

1,500

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

Apr. 1967 Joined Nippon Telegraph and Telephone Public Corporation
Jun. 2002 President, NIPPON TELEGRAPH AND TELEPHONE
EAST CORPORATION
Jun. 2007 President, NIPPON TELEGRAPH AND TELEPHONECORPORATION
Jun. 2012 Chairman of the Board, NIPPON TELEGRAPH AND
TELEPHONE CORPORATION
Jun. 2016 Outside Director, The Hiroshima Bank, Ltd.
Jul. 2017 Outside Director, Nippon Life Insurance Company (current)
Oct. 2020 Outside Director (Audit & Supervisory Board member) ,Hirogin Holdings, Inc. (current)

13

Satoshi Miura(April 3, 1944; 77
years old)

(Significant concurrent positions outside the Company)
Outside Director, Nippon Life Insurance Company
Outside Director (Audit & Supervisory Board member), Hirogin Holdings,
Inc.

0(Reasons for nomination)
Mr. Satoshi Miura has assumed key positions at NTT group, a
New candidate
telecommunications operator that serves public interest, and possesses
Outside Director
Independent Officer extensive experience and broad insight in management of holding
companies from a long-term and sustainable perspective, overseas
businesses, human resources development, labor affairs, IT and digitaltransformation.
The Company expects that Mr. Satoshi Miura will supervise themanagement of the Company utilizing his knowledge and offer advice on
the execution of duties based on his insight and opinions from a viewpointof stakeholders. Thus the Company proposes that Mr. Satoshi Miura beelected as an Outside Director.
Apr. 1983 Joined the Ministry of FinanceJun. 2000 Councillor, Embassy of Japan in the UK, Ministry of Foreign
Affairs of Japan
Jul. 2011 Deputy Director General of the Minister’s Secretariat,
Ministry of FinanceJul. 2015 First Deputy Commissioner, National Tax Agency
Jun. 2016 Director General of the Tax Bureau, Ministry of FinanceJul. 2019 Commissioner, National Tax Agency
Dec. 2020 Adviser, TMI Associates(Significant concurrent positions outside the Company)-

14(Reasons for nomination)
Tsuguhiko Hoshino The Company expects that Mr. Tsuguhiko Hoshino will supervise themanagement of the Company utilizing his knowledge in accounting,(November 6, 1959;
finance, legal affairs, compliance and risk management gained in the
61 years old)course of his duties at the Ministry of Finance and National Tax Agency aswell as through establishment of the Financial Services Agency and so
New candidate
forth that he addressed while in office, in addition to offering advice on theOutside Director
Independent Officer execution of duties based on his insight and opinions from a viewpoint of
stakeholders. Thus the Company proposes that Mr. Tsuguhiko Hoshino beelected as an Outside Director.
As mentioned above, he possesses expert insight and many years ofexperience as an administrative official. Thus the Company judges that heis able to appropriately perform duties as an Outside Director of theCompany.

- 13 -

0Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

Apr. 1984 Joined the Ministry of Labour (currently the Ministry of
Health, Labour and Welfare)May 2014 Councillor, Cabinet Bureau of Personnel Affairs, Cabinet
Secretariat
Jun. 2016 Director General, Social Welfare and War Victims' Relief
Bureau, the Ministry of Health, Labour and Welfare
Jul. 2018 Director General, the Ministry of Health, Labour and Welfare
Jul. 2019 Director General for Human Resource Development, theMinistry of Health, Labour and Welfare(Significant concurrent positions outside the Company)
15

Notes:(Reasons for nomination)
Yumiko Jozuka
The Company expects that Ms. Yumiko Jozuka will supervise the(March 19, 1962, 59 management of the Company utilizing her knowledge in legal affairs,
years old)compliance, risk management, human resources development, legal affairs,
ESG and sustainability gained in the course of her duties at the Health,
New candidate
Labour and Welfare Ministry as well as through her efforts to promote theOutside Director
work style reform and women’s participation and advancement in the
Independent Officer workplace that she addressed while in office, in addition to offering advice
on the execution of duties based on her insight and opinions from aviewpoint of stakeholders. Thus the Company proposes that Ms. Yumiko
Jozuka be elected as an Outside Director.
As mentioned above, she possesses expert insight and many years ofexperience as an administrative official. Thus the Company judges that she
is able to appropriately perform duties as an Outside Director of theCompany.

0

1. Of the candidates for Directors, the positions and responsibilities of the incumbent Directors of the Company as
operating officers are as described on page 48.
2. No special interests exist between the Company and the candidates for Directors.
3. The Company intends to register Mr. Satoshi Miura, Mr. Tsuguhiko Hoshino and Ms. Yumiko Jozuka as
Independent Directors with the Tokyo Stock Exchange.
4. The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If election of the candidates for Directors is approved, they will be the insured
under the insurance contract and continue to be the insured at the next renewal.
5. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreementwith Mr. Hirofumi Nomoto, Mr. Makoto Kaiami, Ms. Saeko Arai and Mr. Michiaki Ogasawara to the effect thatthe extent of liability provided for in Article 423, Paragraph 1 of the Companies Act shall be limited to theminimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. If their reappointment isapproved, the Company plans to continue the aforementioned agreement to limit liability with them. If
appointment of Mr. Satoshi Miura, Mr. Tsuguhiko Hoshino and Ms. Yumiko Jozuka is approved, the Company
plans to enter into a similar agreement to limit liability with them.
6. Ms. Yumiko Jozuka is scheduled to assume the position of Outside Director of SHIMIZU CORPORATION at
its119th Ordinary General Meeting of Shareholders to be held on June 29, 2021.

(Reference) Independence Standards for Independent Outside Directors
The Company deems Outside Directors to be independent when, in addition to meeting the independence standards forindependent officers stipulated by the Tokyo Stock Exchange, none of the following have applied for any of the previous
three fiscal years.
1)
2)
3)
4)

An executive of a business partner to which the Company’s net sales account for 2% or more of the Company’s
consolidated net sales
An executive of a business partner whose net sales to the Company account for 2% or more of the business partner’s
net sales
An executive of a lender from which the Company borrows funds that account for 2% or more of the Company’s
consolidated total assets
An executive of a major shareholder or investor of the Company with an investment ratio of 10% or more

- 14 -

5)
6)

A consultant, accounting professional, or legal professional who receives remuneration of more than ¥10 million ayear from the Company besides officer remuneration
A spouse or relative within two degrees of kinship of the Director, etc. of the Company or a consolidated subsidiary- 15 -

(Reference) List of Skills of Candidates for Directors
Expertise and experience
Name

Inside/OutsideSex

Corporate
management

ESG/sustainabilityKiyoshiKanazashi

InsideMale●●

Yuji Ohkuma

InsideMale●●

Hironori
Nishikawa

InsideMale●●

Hitoshi Uemura

InsideMale●●

Katsuhide
Saiga

InsideMale●●

Masashi Okada

InsideMale●●

Shohei Kimura

InsideMale●●

Yoichi Ota

InsideMale●

Hirofumi
NomotoInsideMale●

Makoto Kaiami

Outside(Independent)

Male

Saeko Arai

Outside(Independent)

FemaleMichiakiOgasawara

Outside(Independent)

Male

Satoshi Miura

Outside(Independent)

MaleTsuguhiko
HoshinoOutside(Independent)

Male

Yumiko Jozuka

Outside(Independent)

FemaleAccounting/financeLegal affairs/
compliance/riskmanagement

Overseas business

Personnel/labor

IT/DX

●
●

●

●

●
●

●

●

●

●
●
●

●
●

●

●
●

●

●

●
●

●
●

●

●

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●

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(Reference) Policies and procedures for nominating candidates for Directors
In nominating candidates for Directors, the Company nominates personnel on the premise that they have the appropriate
character and knowledge, as well as no health issues that would impede them from executing their duties.
The nomination of candidates also takes into consideration an overall balance to ensure that the Board of Directors reflects
diversity, including gender and internationality.
Candidates nominated for Directors from within the Company are also deemed to have insight and judgment capabilities witha view to achieving the management indicators and other objectives set out in the medium- and long-term management plan,etc.
In nominating candidates for Outside Directors, the Company nominates personnel who have extensive experience in theirprofessional fields, including management, legal affairs, finance, and accounting, and who are able to raise issues and engage
in discussions over growth strategies and the enhancement of corporate governance from an independent perspective, while
maintaining a sensible and objective viewpoint.
Furthermore, in selecting management team members and nominating candidates for Directors, decisions are made by the
Board of Directors after deliberation by the Nomination and Compensation Committee, which is a voluntary advisory bodywhose chairperson every year is an Independent Outside Director.

- 16 -

Proposal No. 3:

Election of four (4) Audit & Supervisory Board Members

Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all Audit& Supervisory Board Members will expire.
Accordingly, the Company proposes to elect four (4) Audit & Supervisory Board Members.
The Company has obtained the consent of the Audit & Supervisory Board with respect to the submissionof this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company
Apr.
Apr.
Apr.
Apr.
Apr.
Apr.

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Director, Tokyu Hands, Inc.
Representative Director, Tokyu Hands, Inc.
Managing Officer, the Company
Director, Tokyu Community Corporation
Full-time Audit & Supervisory Board Member, Tokyu Land
Corporation (current)
Apr. 2019 Audit & Supervisory Board Member, Tokyu Livable, Inc.
Kazuo Mochida(current)(July 19, 1960, 60 Apr. 2019 Audit & Supervisory Board Member, Tokyu Housing Lease
Corporation (current)
years old)
Jun. 2019 Full-time Audit & Supervisory Board Member, the Company(current)
Reappointment Apr. 2020 Audit & Supervisory Board Member, NATIONALSTUDENTS INFORMATION CENTER CO., LTD. (current)

1

1983
2011
2015
2016
2016
2019

Attendance to the (Significant concurrent positions outside the Company)
meetings of the Board of Directors(Reasons for nomination)
11/11 (100%)
Joined Tokyu Land Corporation in 1983, and has been involved incommercial facility-related operations and so forth since then. The

Attendance to the Company proposes that Mr. Kazuo Mochida be elected as an Audit &meetings of the Supervisory Board Member so that his many years of operational
experience with the Group and insight relating to corporate management in
Audit &
Supervisory Board general may be reflected in the surveillance system of the Company.
12/12 (100%)
Number of years
in office: 2 years(at the conclusionof this General
Meeting of
Shareholders)- 17 -

11,300Candidate
No.

Name
(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company

Number of theCompany’s
shares owned

Apr. 1983 Joined Tokyu Land Corporation
Apr. 2014 Managing Officer, Tokyu Land Corporation
Apr. 2017 Full-time Audit & Supervisory Board Member, Tokyu Land
Corporation (current)
Apr. 2017 Audit & Supervisory Board Member, Tokyu Community
Corporation (current)
Apr. 2017 Audit & Supervisory Board Member, Tokyu Livable, Inc.
Apr. 2017 Audit & Supervisory Board Member, Tokyu Hands,
Masahiko Hashizume
Inc.(current)(March 15, 1960, 61 Apr. 2017 Audit & Supervisory Board Member, Tokyu Housing Lease
years old)
Corporation
Jun. 2017 Full-time Audit & Supervisory Board Member, the Company
Reappointment(current)(Significant concurrent positions outside the Company)

2

Attendance to the meetings of theBoard of Directors (Reasons for nomination)
Joined Tokyu Land Corporation in 1983, and has been involved in resort
10/11 (91%)
related operations and so forth since then. The Company proposes that Mr.
Kazuo Mochida be elected as an Audit & Supervisory Board Member so

Attendance to the that his many years of operational experience with the Group and broad
meetings of the insight relating to corporate management in general may be reflected in thesurveillance system of the Company.
Audit &
Supervisory Board
11/12 (92%)
Number of years
in office: 4 years(at the conclusionof this General
Meeting of
Shareholders)- 18 -

10,000Candidate
No.

Name
(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company

Number of theCompany’s
shares owned

Apr. 2000 Public prosecutor, Civil Affairs Bureau, the Ministry ofJusticeAug. 2003 Assistant judge, Tokyo District Court
Oct. 2003 Registered as attorney at law
Oct. 2003 Joined Anderson Mori & Tomotsune
Jan. 2006 Partner, Anderson Mori & Tomotsune
Nov. 2006 Partner, Kataoka & Kobayashi
Katsunori Takechi Jul. 2011 Established Takechi & Partners (current)(January 11, 1971, 50 Jun. 2013 Outside Audit & Supervisory Board Member, DIC
years old)
Corporation
Jun. 2017 Audit & Supervisory Board Member, the Company (current)
Reappointment
Outside(Significant concurrent positions outside the Company)
Independent
Representative, Takechi & Partners

3

Attendance to the (Reasons for nomination)
meetings of the The Company proposes Mr. Katsunori Takechi as a candidate for Audit &Board of Directors Supervisory Board Member so that his expert insight as an attorney at law
and his extensive experience in corporate legal affairs may be reflected in
11/11 (100%)

1,300

the surveillance system of the Company. There is no legal advisory
contract between the Company and him. In addition to his aforementioned
Attendance to the expert insight and experience as an attorney at law, he engages in tax
meetings of the accountancy services as a taxation-bureau-notified certified tax accountant
pursuant to Article 51 of the Certified Tax Accountant Act, and he
Audit &
Supervisory Board possesses considerable insight related to finance and accounting.
Thus the Company judges that he is able to appropriately perform duties as
12/12 (100%)an Outside Audit & Supervisory Board Member of the Company.

Number of years
in office: 4 years(at the conclusionof this General
Meeting of
Shareholders)Oct. 1981
Jun. 1983
Mar. 1985
Jul. 2001
Sep. 2006

Joined PricewaterhouseCoopers Japan LLC
Joined Aoyama Audit Corporation
Registered as a Certified Public Accountant
Representative Partner, ChuoAoyama Audit Corporation
Representative Partner, PricewaterhouseCoopers Aarata(currently PricewaterhouseCoopers Aarata LLC)
Jul. 2018 Head of Nakazawa Certified Public Accountant Office(current)Mar. 2020 Outside Audit & Supervisory Board Member, Kao
Corporation (current)
4

Notes:

Takahiro Nakazawa(May 30, 1958, 63
years old)

(Significant concurrent positions outside the Company)
Head of Nakazawa Certified Public Accountant OfficeOutside Audit & Supervisory Board Member, Kao Corporation(Reasons for nomination)
The Company proposes Mr. Takahiro Nakazawa as a candidate for Audit &New candidate
Supervisory Board Member so that his expert insight gained through many
Outsideyears of experience in auditing and advisory services at leading audit
Independent
corporations may be reflected in the surveillance system of the Company.
There is no legal advisory contract between the Company and him. He has
engaged in auditing of many listed companies and possesses extensive
knowledge about finance and accounting as a certified public accountant.
Thus the Company judges that he is able to appropriately perform duties as
an Outside Audit & Supervisory Board Member of the Company.
1. No special interests exist between the Company and the candidates for Audit & Supervisory Board Members.
2. The Company intends to register Mr. Takahiro Nakazawa as Independent Director with the Tokyo Stock
Exchange.

- 19 -

03. The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If election of the candidates for Audit and Supervisory Board Members isapproved, they will be the insured under the insurance contract and continue to be the insured at the next
renewal.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreementwith Mr. Katsunori Takechi to the effect that the extent of liability provided for in Article 423, Paragraph 1 of
the Companies Act shall be limited to the minimum amount stipulated in Article 425, Paragraph 1 of theCompanies Act. If his reappointment is approved, the Company plans to continue the aforementioned
agreement to limit liability with him. If appointment of Mr. Takahiro Nakazawa is approved, the Company
plans to enter into the aforementioned agreement to limit liability with him.
(Reference) Policies for nominating candidates for Audit & Supervisory Board Members
In nominating candidates for Audit & Supervisory Board Members, the Company nominates personnel who have theappropriate character and knowledge required for auditing, as well as no health issues that would impede them fromexecuting their duties after obtaining the consent of the Audit & Supervisory Board.

- 20 -

Proposal No. 4:

Election of one (1) substitute Audit & Supervisory Board Member

To provide for a case in which the number of Audit & Supervisory Board Members falls short of thenumber stipulated by laws and regulations, the Company proposes to elect one (1) substitute Outside
Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to the submissionof this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company

Number of theCompany’s
shares owned

Dec. 1986 Registered as attorney at law
Dec. 1986 Joined Naritomi & Partners
Jul. 2004 Established Marunouchi Minami Law Office, assumed
position as Partner (current)
Apr. 2005 Vice-president, Dai-Ichi Tokyo Bar Association
Apr. 2011 Auditor, Japan Federation of Bar Associations
Apr. 2012 Auditor, Japan Intellectual Property Arbitration Center
Jun. 2018 Substitute Audit & Supervisory Board Member, the Company(current)
Apr. 2020 Managing Director, Japan Federation of Bar Associations(Significant concurrent positions outside the Company)-

Ryo Nagao(May 4, 1957; 64 years old)
Outside Audit & Supervisory
Board Member
Independent Officer

Notes:(Reasons for nomination)
The Company proposes Mr. Ryo Nagao as a candidate for substituteOutside Audit & Supervisory Board Member so that his expert insight andhis extensive experience in laws and ordinances, such as company law, andthe legislative system as a whole, may be reflected in the surveillancesystem of the Company. There is no legal advisory contract between the
Company and him.
As mentioned above, he has assumed key positions in associations such as
the Japan Federation of Bar Associations. Thus the Company judges that
he is able to appropriately perform duties as an Outside Audit &Supervisory Board Member of the Company.

01. No special interests exist between the Company and the candidate for substitute Audit & Supervisory Board
Member.
2. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, the Company intends toregister Mr. Ryo Nagao as Independent Director with Tokyo Stock Exchange.
3. The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If Mr. Ryo Nagao assumes the office of Outside Audit and Supervisory Board
Member, he will be the insured under the insurance contract. At the next renewal, he will continue to be theinsured under the insurance contract if he assumes the office of Outside Audit and Supervisory Board Member.
4. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, in accordance with
Article 427, Paragraph 1 of the Companies Act, the Company intends to enter into an agreement with him to theeffect that the extent of liability provided for in Article 423, Paragraph 1 of the Companies Act shall be limited
to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act.

- 21 -

Proposal No. 5: Partial Amendment and Continuation of the Stock-based Compensation System for
Directors, etc.
1. Reasons for the proposal and justification for the proposed compensation
A stock-based compensation system utilizing trust structure (hereinafter the “System”) for theCompany’s Directors (excluding Outside Directors) and Executive Officers with whom the Company has
concluded mandate contracts (hereinafter “Executive Officers”) was approved by the 4th Ordinary
General Meeting of Shareholders, held on June 28, 2017, and subsequently introduced. The Company
proposes to partially amend and continue the System, as compensation for the Company’s Directors(excluding Outside Directors and non-executive Directors; the same applies hereinafter unless otherwise
specified) and Executive Officers designated by the Company’s Board of Directors (hereinafter referred
to together with Directors as “Directors, etc.”). Decisions on the details shall be entrusted to the Board of
Directors, provided they fall within the framework specified in 2. below.
The System is designed to clarify the link between compensation for Directors, etc. and the Company’s
share price, to enable Directors, etc. to enjoy the benefits of share price rises and bear the risk of theshare price declines, together with shareholders. In this way, the System aims to heighten the awarenessof Directors, etc. regarding their contribution to raising corporate value by improving businessperformance in the medium to long term. The Company believes that the stock-based compensation
based on this proposal is necessary and appropriate in view of these aims, and regards the partial
amendment and continuation of the System as appropriate.
Specifically, approval is requested for the payment of stock-based compensation to Directors, etc. under
the amended System, in a separate category from the maximum amount of compensation for Directors(within 600 million yen a year, not including compensation received in the capacity of employee)
approved in the 1st Ordinary General Meeting of Shareholders, held on June 26, 2014. The initialeligible recipients under the amended System will be Directors, etc. in office during the period beginningfrom the day following the conclusion of this Ordinary General Meeting of Shareholders, and concluding
with the fiscal year ending March 31, 2026 (hereinafter the “Target Period”). The Target Period may be
extended as set forth under 2. (2) below.
The Company’s Board of Directors has established a policy for determining the details of compensation,etc. for individual Directors (including Outside Directors and non-executive Directors). A summary ofthis policy is presented in the Business Report. If this proposal is approved, then the timing of thepayment of stock-based compensation will change. The Company intends to amend the decision policy
to stipulate that the stock-based compensation will be paid at the time of retirement.
If Proposal No. 2 “Election of Fifteen (15) Directors” is approved and passed as originally proposed,
then eight (8) Directors and three (3) Executive Officers not concurrently serving as Directors(designated by the Company’s Board of Directors) will be eligible for the System at the conclusion ofthis Ordinary General Meeting of Shareholders.
2. Amount, details, etc. of compensation, etc. under the System
The previous System will be continued after partial amendment. The amount, details, etc. ofcompensation, etc. under the System after amendment are as follows.
(1) Overview of the System
The System is a stock-based compensation system, where a trust established with cash contributed by
the Company (established at the introduction of the System in 2017; hereinafter the “Trust”) will
acquire the Company’s shares. Subsequently, a certain number of the Company’s shares will be granted
to Directors, etc. who are in office during the Target Period through the Trust, based on the points
allocated to each Director, etc. according to factors such as his or her rank. Prior to amendment, each
Director, etc. received the Company’s shares under the System at a certain time each year. This will beamended to the time of retirement of the Director, etc. in principle. Other parts of the framework of the
System are as follows.

- 22 -

1) Eligible recipients under the System
2) Target Period

Directors (excluding Outside Directors and non-executive
Directors) and Executive Officers designated by theCompany’s Board of Directors
From the day following the conclusion of this Ordinary
General Meeting of Shareholders to the fiscal year ending
March 31, 2026
A total of 600 million yen during the Target Period in 2)
If the term of the Trust is extended, then 140 million yen
multiplied by the number of fiscal years of the extension

3) Maximum amount to be contributed by
the Company to fund the acquisition of
the Company’s shares necessary fordelivery to eligible recipients under 1)
above4) Method used to acquire shares of the
The Trust will acquire the Company’s shares either via
Company
accepting the disposal of treasury shares by the Company, or
through the stock market
5) Maximum total number of points to be 130,000 points each fiscal year
awarded to the recipients in 1)(corresponding to 130,000 shares)
The number of shares corresponding to the maximum total
number of points to be awarded each fiscal year is equivalent
to approximately 0.02% of the total number of issued shares(after deducting treasury stock, as of March 31, 2021)
6) Criteria for the allocation of points
Points will be allocated in accordance with rank7) Timing of the delivery of theCompany’s shares to the recipients in
1)

At the time of retirement, in principle(2) Upper limit of the Company’s monetary contribution
In addition to extending the term of the Trust already established, the Company will make additional
contributions of up to 600 million yen in total, as compensation for Directors, etc. in office during theTarget Period, in order to fund the necessary acquisition of the Company’s shares to deliver to Directors,
etc. under the System. Using cash entrusted by the Company as funds (including cash remaining in the
Trust before the additional contribution above), the Trust will acquire a number of the Company’s
shares, either through the stock market or via accepting the disposal of treasury shares by the Company.
Note: The amount of additional cash that the Company contributes to the Trust will be the total of necessary expenses
such as trust fees and compensation for the trust administrator, in addition to funds for the acquisition of the Company’s
shares, as set forth above.

The Target Period may be extended by up to five (5) fiscal years at a time, by resolution of theCompany’s Board of Directors, the term of the Trust extended (or effectively extended through theestablishment of another trust with the same purpose to which the trust assets are transferred; the same
applies hereinafter) and the System continued. In such a case, the Company will additionally contributean amount, with a maximum of 140 million yen in cash multiplied by the number of years extended, to
the Trust as funds for the acquisition of shares to be delivered to Directors, etc. under the System, andthe allocation of points and the delivery of shares set forth in (3) below will continue.
Even where the Target Period is not extended and the System not continued as described above, where
there is one or more Director, etc. who has been allocated points but has not yet retired at the end of thetrust period, the term of the Trust may be extended until the said Directors, etc. retire, and receive
delivery of the Company’s shares.
(3) Calculation method and maximum number of the Company’s shares to be granted to Directors, etc.
1) Calculation method and maximum number of points to be allocated to Directors, etc.
Based on the regulations for the granting of shares established by the Board of Directors (theCompany intends to amend these regulations by resolution of the Board of Directors, in accordancewith the partial amendment and continuation of the System), the Company will allocate points to each
Director, etc. during the trust period on the point allocation date specified in the regulations for the- 23 -

granting of shares.
The maximum number of points that the Company can allocate to Directors, etc. will be 130,000
points per fiscal year in total.
2) Delivery of the Company’s shares in accordance with the number of points allocatedDepending on the number of points allocated as described in 1) above, Directors, etc. follow theprocedures set forth in 3) below to accept delivery of the Company’s shares. Each point corresponds toone share of the Company’s stock. The maximum number of shares that the Company can allocate to
Directors, etc. is therefore 130,000 shares per fiscal year in total. However, the number of theCompany’s shares, etc. to be delivered per point may be adjusted, where adjustment is deemed
reasonable due to an event such as a stock split or stock consolidation of the Company’s shares, inaccordance with the stock split ratio, consolidation ratio, or the like. However, where a Director, etc.
has been dismissed or resigned as a result of damage or loss sustained by the Company, then all orsome of the points allocated until that time will be canceled. No shares of the Company will bedelivered corresponding to these points.
3) Timing and method of delivery of the Company’s shares to Directors, etc.
In principle, each Director, etc. will obtain beneficiary rights with respect to the Trust by completingthe designated procedures at the time of his or her retirement, and will receive delivery of the shares of
the Company in 2) above as a beneficiary of the Trust.
However, a certain proportion of the Company’s shares to be delivered to Directors, etc. may be
converted into cash within the Trust, and withheld by the Company for the purpose of paying
withholding tax, etc.
(4) Exercise of voting rights pertaining to shares of the Company held in the Trust
Based on instructions of the trust administrator, who is independent from the Company and the
Directors, etc., the trustee will not exercise any voting rights pertaining to the Company’s shares held in
the Trust. This method is designed to ensure the neutrality of the exercise of voting rights held in the
Trust, with respect to the Company’s management.
(5) Treatment of dividends of surplus pertaining to shares of the Company held in the Trust
Dividends pertaining to shares of the Company held in the Trust will be received by the Trust, andallocated to pay for the acquisition of shares of the Company, as well as for trust fees payable to thetrustee of the Trust.
(6) Treatment on termination of the Trust
If it is decided not to continue the System, and to terminate the Trust at the expiry of the trust period,
then it is planned that all shares remaining in the Trust will be acquired by the Company for no
consideration, and canceled by resolution of the Board of Directors. When the Trust is terminated, any
remaining assets in the Trust will be attributed to the Company, provided they fall within the amountobtained after deducting the share acquisition capital from the trust funds. If the above amount isexceeded, based on the provisions predesignated under the regulations for the granting of shares and thetrust contract, the surplus will be donated to specified public service promotion corporations, etc. that do
not have any special relationships of interest with the Company or the Directors, etc.
(7) Other details of the System
Other details concerning the System will be decided by the Board of Directors whenever the trust
contract is amended or an additional contribution is made to the Trust.
- 24 -

(Reference) Overview of framework of the System[Trustor]
The Company

3) Establish trust [third-party benefit trust] (entrust cash)4)’ Payment for purchases

4) Payments[Trustee]4) Disposal of treasury shares6) Allocationof points

2) Establishment ofregulations for the
granting of shares

Sumitomo Mitsui Trust Bank, Ltd.
(Re-trust trustee: Custody Bank of Japan, Ltd.)

Share delivery trust
Shares of theCompanyCash5) Instructions not toexercise voting rights

Trust administrator

Stock market4)’ Purchase of shares
7) Sale of shares
7) Payment for sales7) Shares and cash

[Beneficiaries]
Directors, etc.

1) The Company obtains approval for the partial amendment and continuation of the System byresolution of this General Meeting of Shareholders.
2) The Company’s Board of Directors amends the regulations for the granting of shares to eligible
Directors, etc.
3) The Company extends the trust period for the pre-established Trust, of which the Company is thetrustor, and makes additional contributions (entrusts additional cash) of up to 600 million yen in total,
to fund the acquisition of the Company’s shares for delivery as compensation to Directors, etc. in
office during the Target Period under the System.
4) Using cash entrusted by the Company as funds (including cash remaining in the Trust before theadditional contribution in 3) above), the trustee acquires a number of the Company’s shares based onan estimate of the number to be granted in the future (either through the stock market or via accepting
the disposal of treasury shares by the Company; if acquiring through the stock market, the acquisition
will be carried out according to the instructions of the trust administrator).
5) A trust administrator (a party who is independent from all Target Companies and all eligible
Directors, etc.) is designated, who will protect the interests of beneficiaries stated in the regulations
for the granting of shares throughout the trust period and supervise the trustor. Voting rights
associated with shares of the Company held in the Trust are not exercised throughout the duration of
the trust period, in accordance with the instructions of the trust administrator to the trustee.
6) The Company allocates points to the Directors, etc. based on the regulations for the granting ofshares.
7) Directors, etc. who fulfill certain beneficiary criteria, as beneficiaries of the Trust, receive a certain
number of the Company’s shares delivered by the Trust at retirement, in principle, according to thenumber of points they have been allocated. However, in certain cases predesignated in the regulations
for the granting of shares or the trust contract, the Trust converts some of the Company’s shares thatshould be granted to cash through sale on a stock exchange, and pays cash in place of the Company’s
shares to the said Directors, etc.
8) If it is decided not to continue the System, and to terminate the Trust at the expiry of the trust period,
then it is planned that all shares remaining in the Trust will be acquired by the Company for no
consideration, and canceled by resolution of the Board of Directors. When the Trust is terminated,
any remaining assets in the Trust will be attributed to the Company, provided they fall within theamount obtained after deducting the share acquisition capital from the trust funds. If the above
amount is exceeded, based on the provisions predesignated under the regulations for the granting ofshares and the trust contract, the surplus will be donated to specified public service promotion
corporations, etc. that do not have any special relationships of interest with the Company or the
Directors, etc.

- 25 -