[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 all cases,
the Japanese-language original shall prevail.

Securities Code: 3289
June 8, 2017
Dear Shareholders:

Yuji Ohkuma
President and Representative Director

Tokyu Fudosan Holdings Corporation
Head office:Dogenzaka 1-21-2, Shibuya-ku, Tokyo, Japan
Headquarters:
Minami Aoyama 2-6-21, Minato-ku, Tokyo, Japan

Notice of Convocationof the 4th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 4th Ordinary General Meeting of Shareholders of Tokyu Fudosan
Holdings Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person on the day of the meeting, you may exercise yourvoting rights by either of the methods below. Please review the Reference Documents for the General
Meeting of Shareholders attached hereto, and exercise your voting rights by 6:00 p.m., Japan
Standard Time, on Tuesday, June 27, 2017.

Exercise of voting rights by mail:Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise
Form and send it to the Company to arrive no later than the deadline indicated above.
Exercise of voting rights via the Internet:
Please access the dedicated voting website (http://www.web54.net) designated by the Company(Japanese only), follow the directions on the screen, and input approval or disapproval of each proposal
no later than the deadline indicated above.

1. Date and Time: Wednesday, June 28, 2017, at 10:00 a.m.
(The reception desk will open at 9:00 a.m. [scheduled])
2. Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakura-gaoka-cho, Shibuya-ku, Tokyo, Japan

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 4th fiscal
year (from April 1, 2016 to March 31, 2017)
2. Non-consolidated Financial Statements for the 4th fiscal year (from April 1, 2016 to March 31, 2017)-1-

Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Election of thirteen (13) 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

Decision of amount and detail of stock-based compensation, etc. for Directors
and Managing Officers

When you attend the meeting in person on the day of the meeting, please submit the enclosed Voting Rights
Exercise Form at the reception counter.

-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 determine the distribution of profits targeting a payout ratio of 25% or more,comprehensively taking into consideration our business results and the future business environment aswell as the capital requirements for medium- and long-term business development, etc., while
maintaining a stable dividend policy.
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 amount6.50 yen per common share of the Company
Total amount of dividends:

3,956,971,298 yen(3) Effective date of dividends from surplus
June 29, 2017-3-

Proposal No. 2: Election of thirteen (13) Directors
Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all
Directors will expire.
Accordingly, the Company proposes to elect thirteen (13) Directors.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

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

1968
1998
2000
2002

Apr. 2004
Apr. 2006
Kiyoshi Kanazashi(August 2, 1945; 71
years old)

Apr. 2008
Oct. 2013
Apr. 2014

Reappointment
Apr. 2014

1

Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 3 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

Apr. 2015
Apr. 2015
Jun. 2015

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director and Managing Officer, Tokyu
Land Corporation
Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Director and Executive Vice President, 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 (current)
Chairman, Tokyu Hands, Inc. (current)
Chairman, Tokyu Land Corporation (current)

Number of theCompany’s
shares owned

64,021(Significant concurrent positions outside the Company)
Chairman, Tokyu Land Corporation
Outside Director, Tokyu Corporation
Chairman, Tokyu Hands, Inc.
Director, TOKYU RECREATION CO., LTD.
(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 a Director of Tokyu Land Corporation since 1998, and a
Representative Director of the Company since 2013. Has extensive
operational experience with the Group and insight relating to corporate
management in general.

Yuji Ohkuma(August 3, 1958; 58
years old)
Reappointment

2

Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 3 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

Apr.
Apr.
Jun.
Oct.
Apr.

1982
2008
2011
2013
2014

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Director and Managing Officer, Tokyu Land Corporation
Director, the Company
Director and Senior Executive Managing Officer, theCompany
Apr. 2015 President and Representative Director, and Executive Officer,
the Company (current)
Apr. 2017 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 building
development operations and so forth since then. Involved withcorporate management as a Director of Tokyu Land Corporation since2011, a Director of the Company since 2013, and a Representative
Director of the Company since 2015. Has extensive operational experience
with the Group and insight relating to corporate management in general.

-4-

19,400Candidate
No.

Name
(Date of birth)

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

1980
2006
2007
2007
2008

Shinji Sakaki(January 23, 1957; 60
Jun. 2010
years old)
Reappointment

3

Attendance to themeetings of theBoard of Directors
12/12 (100%)

Apr. 2011
Apr. 2014
Jun. 2014
Apr. 2015
Apr. 2015
Apr. 2017

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

Number of theCompany’s
shares owned

10,000

Number of years(Significant concurrent positions outside the Company)
in office: 3 years
President & CEO, Tokyu Livable, Inc.
(at the conclusion ofthis General Meeting(Reasons for nomination)of Shareholders)
Joined Tokyu Land Corporation in 1980, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as a Director of the Company since 2014. Has extensive
operational experience with the Group and insight relating to corporate
management in general.
Apr.
Apr.
Apr.
Jun.

4

1982
2008
2011
2011

Hitoshi Uemura
Oct. 2013(November 10, 1959; Apr. 201457 years old)
Apr. 2015
Reappointment
Apr. 2015
May 2015
Attendance to the Jun. 2015
Apr. 2017
meetings of theBoard of Directors Apr. 201712/12 (100%)
Number of years
in office: 2 years(at the conclusion ofthis General Meetingof Shareholders)

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Executive Managing Officer, Tokyu Land Corporation
Director and Executive Managing Officer, Tokyu Land
Corporation
Director, the Company
Representative Director and Executive Vice President, 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 (current)
Vice Chairman & Senior Executive Officer, Tokyu Land
Corporation (current)(Significant concurrent positions outside the Company)
Vice Chairman, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in realestate securitization operations and so forth since then. Involved withcorporate management as a Director of Tokyu Land Corporation since2011 and a Director of the Company since 2013. Has extensive operational
experience with the Group and insight relating to corporate management ingeneral.

-5-

11,500Candidate
No.

Name
(Date of birth)

Katsuhide Saiga(October 14, 1957;
59 years old)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1980
Apr. 2006
Apr. 2011
Apr. 2012
Jun. 2013
Oct. 2013
Apr. 2014

Reappointment

5

Attendance to themeetings of theBoard of Directors
10/10 (100%)
Number of years
in office: 1 year
(at the conclusion ofthis General Meetingof Shareholders)

Apr. 2016
Apr. 2016
Jun. 2016
Apr. 2017

11,177(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 and so forth since then. Involved with corporate
management as a Director of Tokyu Community Corporation since 2013
and a Director of the Company since 2016. Has extensive operational
experience with the Group and insight relating to corporate management ingeneral.
Dec. 1982
Jun. 2003
Jun. 2005
Jun. 2007
Apr. 2011

Oct.
Apr.
Toshihiko Kitagawa Oct.
(May 21, 1957; 60 Oct.
Oct.
years old)

6

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Managing Officer, Tokyu Community Corporation
Executive Managing Officer, Tokyu Community Corporation
Director and Executive Managing Officer, Tokyu
Community Corporation
Managing Officer, the Company
Director and Senior Executive Managing Officer, Tokyu
Community Corporation
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)

Number of theCompany’s
shares owned

2013
2014
2014
2014
2014

Reappointment

Apr. 2015

Attendance to themeetings of theBoard of Directors
12/12 (100%)

Jun. 2015
Nov. 2016

Joined Tokyu Livable, Inc.
Director, Tokyu Livable, Inc.
Director and Managing Officer, Tokyu Livable, Inc.
Director and Executive Managing Officer, Tokyu Livable,
Inc.
Director and Senior Executive Managing Officer, Tokyu
Livable, Inc.
Director, the Company
Director, Executive Vice President, Tokyu Livable, Inc.
Director, Tokyu Livable, Inc.
Senior Executive Managing Officer, the Company
President and Representative Director, Tokyu Housing Lease
Corporation
President & CEO, Tokyu Housing Lease Corporation(current)
Director and Senior Executive Managing Officer, theCompany
President and Representative Director, and Managing Officer,
NATIONAL STUDENTS INFORMATION CENTER
Director and Managing Officer, the Company (current)
Chairman and Representative Director, NATIONALSTUDENTS INFORMATION CENTER (current)

Apr. 2017
Number of years
Apr. 2017
in office: 2 years(at the conclusion ofthis General Meeting (Significant concurrent positions outside the Company)of Shareholders)President and Representative Director, Tokyu Housing Lease Corporation
Chairman and Representative Director, NATIONAL STUDENTS
INFORMATION CENTER(Reasons for nomination)
Joined Tokyu Livable, Inc. in 1982, and has been involved in real estate
brokerage operations and so forth since then. Involved with corporate
management as a Director of Tokyu Livable, Inc. since 2003 and a
Director of the Company since 2013. Has extensive operational experience
with the Group and insight relating to corporate management in general.

-6-

57,724

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1982
Apr. 2010
Oct. 2013
Apr. 2014

Hironori Nishikawa(November 12, 1958;
58 years old)
Apr. 2015
Apr. 2016
Reappointment
Jun. 20167

Attendance to themeetings of theBoard of Directors
10/10 (100%)
Number of years
in office: 1 year
(at the conclusion ofthis General Meetingof Shareholders)

Masatake Ueki
(February 17, 1942;
75 years old)
Reappointment

8

Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 3 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

Apr. 2017
Apr. 2017

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Managing Officer, the Company
Director and Senior Executive Managing Officer, 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 (current)
Representative Director and Executive Vice President, Tokyu
Land Corporation (current)

Number of theCompany’s
shares owned

4,900(Significant concurrent positions outside the Company)
Representative Director, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in resort
related operations and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation since 2014 and a
Director of the Company since 2016. Has extensive operational experience
with the Group and insight relating to corporate management in general.
Apr.
Jun.
Jun.
Jun.
Jun.
Apr.

1965
1992
1996
1999
2000
2002

Apr. 2004
Apr. 2008
Oct. 2013
Apr. 2014
Apr. 2015

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 & CEO, and Managing Officer, Tokyu Land
Corporation
President and Representative Director, and Executive Officer,
Tokyu Land Corporation
Chairman of the Board & CEO, Tokyu Land Corporation
Chairman of the Board and Chief Executive Officer, theCompany
Director and Corporate Advisor, Tokyu Land Corporation(current)
Director and Executive Advisor, the Company (current)(Significant concurrent positions outside the Company)
Director and Corporate Advisor, Tokyu Land Corporation
Honorary Chairman, Real Estate Fair Trade Council(Reasons for nomination)
Joined Tokyu Land Corporation in 1965, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation from 1992, and a
Representative Director of the Company from 2013 to March 2015. Has
extensive operational experience with the Group and insight relating tocorporate management in general.

-7-

135,601

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.

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
Apr. 2011 President and Representative Director, Tokyu Corporation(current)
Hirofumi Nomoto
Jun. 2011 Director, Tokyu Land Corporation(September 27, 1947;
Oct. 2013 Director, the Company (current)
69 years old)
Reappointment

9

Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 3 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

Yoshihiro Nakajima(July 3, 1948; 68
years old)
Reappointment

10

Attendance to themeetings of theBoard of Directors
12/12 (100%)

1971
2007
2008
2008
2010

(Significant concurrent positions outside the Company)
President and Representative Director, Tokyu Corporation
Director, TOKYU RECREATION CO., LTD.
Outside Director, TOEI COMPANY, LTD.
Outside Director, TOBU RAILWAY CO., LTD.
Outside Director, JAPAN POST BANK Co., Ltd. (Scheduled to assume
the position on June 20, 2017)32,524(Reasons for nomination)
President and Representative Director of the Company’s major
shareholder, Tokyu Corporation. Has extensive experience and broad
discernment of corporate management in general.
(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Hirofumi Nomoto 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. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.
Apr. 1971 Joined Tokyu Land Corporation
Jun. 1998 Director, Tokyu Land Corporation
Apr. 2002 Managing Director and Managing Officer, Tokyu Land
Corporation
Apr. 2004 Director and Executive Managing Officer, Tokyu Land
Corporation
Apr. 2006 Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Apr. 2008 Director and Executive Vice President, Tokyu Land
Corporation
Jun. 2011 President & CEO, Tokyu Livable, Inc.
Oct. 2013 Director, the Company
Apr. 2014 Director and Executive Vice President, the Company
Apr. 2014 President and Representative Director, Tokyu Housing Lease
Corporation
Oct. 2014 Chairman, Tokyu Housing Lease Corporation (current)
Apr. 2015 Director, the Company (current)
Apr. 2015 Chairman, Tokyu Livable, Inc. (current)

Number of years
in office: 3 years and9 months(Significant concurrent positions outside the Company)(at the conclusion of Chairman, Tokyu Livable, Inc.
this General Meeting Chairman, Tokyu Housing Lease Corporationof Shareholders)(Reasons for nomination)
Joined Tokyu Land Corporation in 1971, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation since 1998, and a
Director of the Company since 2013. Has extensive operational experience
with the Group and insight relating to corporate management in general.

-8-

67,954

Candidate
No.

11

Name
(Date of birth)

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

Apr. 1970 Joined the Dai-ichi Mutual Life Insurance Company
Jul. 1996 Director, the Dai-ichi Mutual Life Insurance Company
Apr. 1999 Managing Director, the Dai-ichi Mutual Life Insurance
Company
Jun. 2001 Audit & Supervisory Board Member, Tokyu Land
Corporation
Apr. 2004 Senior Managing Director, the Dai-ichi Mutual Life
Insurance Company
Jul. 2004 Director and Senior Managing Executive Officer, the Dai-ichi
Koichi Iki
Mutual Life Insurance Company(September 6, 1947;
Apr. 2006 Representative Director and Senior Managing Executive
69 years old)
Officer, the Dai-ichi Mutual Life Insurance Company
Apr. 2007 Representative Director and Vice President, the Dai-ichi
Reappointment
Mutual Life Insurance Company (Retired in March 2008)
Outside Director
Jun. 2008 President and Representative Director, THE DAI-ICHI
Independent Officer
BUILDING CO., LTD.
Jun. 2009 Chairman, DIAM Co., Ltd.
Attendance to theJun. 2014 Director, the Company (current)
meetings of theJul. 2014 Representative Director, TOHO KINZOKU CO., LTD.
Board of Directors
12/12 (100%)(Reasons for nomination)
The Company proposes that Mr. Koichi Iki be elected as an Outside
Number of years
Director in the hope that he will continue to utilize his extensive
in office: 3 years
operational experience as the former executive officer at The Dai-ichi Life
(at the conclusion ofGroup and broad discernment of corporate management in general for thethis General Meeting
management of the Company.
of Shareholders)(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Koichi Iki to the effectthat the extent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.

-9-

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
Apr. 1973
Jun. 2005
Oct. 2005
Apr. 2009
Apr. 2013

Jun. 2013
Noboru Tsuda
November 25, 1949;
Apr. 2014(67 years old)
Reappointment
Outside Director
Independent Officer
12

Attendance to themeetings of theBoard of Directors
10/10 (100%)
Number of years
in office: 1 year
(at the conclusion ofthis General Meetingof Shareholders)

Apr. 2015
Jun. 2015
Jun. 2016

Number of theCompany’s
shares owned

Joined Mitsubishi Kasei Industries Corporation (currently
Mitsubishi Chemical Corporation)
Executive Officer, Mitsubishi Chemical Corporation
Executive Officer, Mitsubishi Chemical Holdings
Corporation
Managing Executive Officer, Mitsubishi Chemical Holdings
Corporation
Senior Managing Executive Officer, Mitsubishi Chemical
Holdings Corporation
Member of the Board and Senior Managing Executive
Officer, Mitsubishi Chemical Holdings Corporation
Representative Director, Member of the Board and Deputy
Chief Executive Officer, Mitsubishi Chemical Holdings
Corporation
Member of the Board, Mitsubishi Chemical Holdings
Corporation
Advisor, Mitsubishi Chemical Holdings Corporation
Director, the Company (current)
1,000(Significant concurrent positions outside the Company)
Outside Director, NTN Corporation(Reasons for nomination)
The Company proposes that Mr. Noboru Tsuda be elected as an Outside
Director in the hope that he will utilize his extensive business experience
as a former executive officer at Mitsubishi Chemical Holdings Corporation
and broad knowledge of holding company management for the
management of the Company.
(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Noboru Tsuda 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. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1975

Jun. 2003
Jun. 2005
Jun. 2007

13

Note:

Number of theCompany’s
shares owned

Joined Nippon Telegraph and Telephone Public Corporation(currently NIPPON TELEGRAPH AND TELEPHONECORPORATION)
Director, NTT DATA Corporation
Director & Senior Vice President, NTT DATA Corporation
Representative Director & Executive Vice President, NTT
DATA Corporation
Representative Director & Senior Executive Vice President,
NTT DATA Corporation
Advisor, NTT DATA Corporation
Director, the Company (current)

Takashi Enomoto(January 18, 1953, 64 Jun. 2008
years old)
Jun. 2012
Reappointment
Jun. 2016
Outside Director
Independent Officer (Significant concurrent positions outside the Company)
Outside Director, Konica Minolta, Inc.
Attendance to the(Reasons for nomination)
meetings of theBoard of Directors The Company proposes that Mr. Takashi Enomoto be elected as an Outside
Director in the hope that he will utilize his extensive business experience
10/10 (100%)
as a former executive officer at NTT DATA Corporation and broad
knowledge of overseas business and IT utilization for the management of
Number of years
the Company.
in office: 1 year
(at the conclusion ofthis General Meeting (Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theof Shareholders)Company has entered into an agreement with Mr. Takashi Enomoto 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. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.
No special interests exist between the Company and each candidate for Directors.

300(Reference) Policies for nominating candidates for Directors
In nominating candidates for Directors, at the meeting of the Board of Directors, the Company nominates
personnel who are considered to have the appropriate character and knowledge, as well as no health issues
that would impede them from executing their duties. The nominated candidates are also deemed to haveinsight and appropriate judgment capabilities with a view to achieving the management indicators and otherobjectives set out in the medium- and long-term management plan. Furthermore, the Company has set up
the Nomination and Compensation Committee in fiscal 2016. In selecting management team members andnominating candidates for Directors, decisions are made by the Board of Directors after deliberation at theCommittee.
(Reference) Independence Standards for Independent Outside Directors
The Company deems Outside Directors to be independent when, in addition to meeting the independence
standards for independent officers stipulated by the Tokyo Stock Exchange, none of the following haveapplied for any of the previous three fiscal years.
1)
2)
3)
4)
5)
6)

An executive of a business partner to which the Company’s net sales account for 2% or more of theCompany’s consolidated net sales
An executive of a business partner whose net sales to the Company account for 2% or more of thebusiness 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% ormore
A consultant, accounting professional, or legal professional who receives remuneration of morethan ¥10 million a year from the Company besides officer remuneration
A spouse or relative within two degrees of kinship of the Director, etc. of the Company or aconsolidated subsidiary- 11 -

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. 1973
Ken Sumida
Jun. 1999(December 28, 1950;
Jun. 2006
66 years old)
Oct. 2007
Jun. 2010
Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)12Jun. 2013
Jul. 2014
Jun. 2015

Joined Mitsui Trust and Banking Company, Limited
Director, Mitsui Trust and Banking Company, Limited
Senior Managing Director, Mitsui Trust Holdings, Inc.
Senior Managing Director, Chuo Mitsui Trust Holdings, Inc.
President, Chuo Mitsui Asset Trust and Banking Company,
Limited
Audit & Supervisory Board Member, Mitsui Direct General
Insurance Company, Limited
Advisor, Sansen Trust Insurance Service Co., Ltd.
Audit & Supervisory Board Member, Tokyu Land
Corporation (current)
Audit & Supervisory Board Member, the Company (current)

Jun. 2015
Attendance to themeetings of the Audit(Reasons for nomination)& Supervisory Board
The Company proposes Mr. Ken Sumida as a candidate for Audit &12/12 (100%)
Supervisory Board Member so that his many years of operational
experience at financial institutions, such as Chuo Mitsui Trust andNumber of years in
Banking Company Limited where he served as an executive officer, andoffice: 2 years
broad discernment of corporate management in general may be reflected in(at the conclusion of
the surveillance system of the Company. Furthermore, Mr. Sumida
this General Meeting
possesses appropriate knowledge of finance, etc. based on his financingof Shareholders)experience at financial institutions.
Apr.
Apr.
Apr.
Apr.

1983
2010
2014
2017

Apr.
Apr.
Masahiko Hashizume
Apr.
(March 15, 1960; 57
Apr.
years old)

2017
2017
2017
2017

New candidate

Joined Tokyu Land Corporation
General Manager, Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Audit & Supervisory Board Member, Tokyu Land
Corporation (current)
Statutory Auditor, Tokyu Community Corporation (current)
Statutory Auditor, Tokyu Livable. Inc. (current)
Statutory Auditor, Tokyu Hands, Inc. (current)
Statutory Auditor, Tokyu Housing Lease Corporation(current)(Reasons for nomination)
Joined Tokyu Land Corporation in 1983, and has been involved in resort
related operations and so forth since then. The Company proposes Mr.
Masahiko Hashizume as a candidate for Audit & Supervisory Board
Member so that his many years of operational experience at the Group andbroad discernment of corporate management in general may be reflected in
the surveillance system of the Company.

- 12 -

Number of theCompany’s
shares owned

8,300

7,000

Candidate
No.

Name
(Date of birth)

Tomoyasu Asano(April 27, 1953; 64
years old)
Reappointment
Outside Audit &Supervisory Board
MemberIndependent Officer

3

Career summary, position at the Company, and significant concurrent
positions outside the Company
Apr. 1978 Joined the Dai-ichi Mutual Life Insurance Company
Jun. 2009 Managing Director, the Dai-ichi Mutual Life Insurance
Company
Apr. 2010 Managing Director, the Dai-ichi Life Insurance Company,
LimitedJun. 2011 Audit & Supervisory Board Member, Tokyu Land
Corporation
Oct. 2013 Audit & Supervisory Board Member, the Company (current)
Apr. 2014 Senior Managing Director, The Dai-ichi Life Insurance
Company, Limited
Oct. 2016 Director, Senior Managing Executive Officer, Dai-ichi Life
Holdings, Inc. (Retired in March 2017)
Apr. 2017 Advisor, The Cardiovascular Institute (current)

Attendance to themeetings of theBoard of Directors
12/12 (100%)(Significant concurrent positions outside the Company)
Outside Corporate Auditor, Seiko Holdings Corporation

Attendance to themeetings of Audit &Supervisory Board
12/12 (100%)(Reasons for nomination)
The Company proposes Mr. Tomoyasu Asano as a candidate for Audit &Supervisory Board Member so that his extensive operational experience asa former executive officer at The Dai-ichi Life Group and broad
discernment of corporate management in general may be reflected in thesurveillance system of the Company.

Number of years
in office: 3 years and9 months(at the conclusion ofthis General Meetingof Shareholders)Number of theCompany’s
shares owned

0(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Tomoyasu Asano 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. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.
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
Jul. 2011 Established Takechi & Partners (current)(Significant concurrent positions outside the Company)
Corporate Auditor, DIC Corporation

4

Katsunori Takechi(January 11, 1971; 46 (Reasons for nomination)
years old)
The Company proposes Mr. Katsunori Takechi as a candidate for Outside
Audit & Supervisory Board Member so that his expert insight as an
New candidate
attorney at law and his extensive experience in corporate legal affairs may
be reflected in the surveillance system of the Company. There is no legal
Outside Audit &Supervisory Board advisory contract between the Company and him. In addition to his
Memberaforementioned expert insight and experience as an attorney at law, he
Independent Officer engages in tax accountancy services as a taxation-bureau-notified certified
tax accountant pursuant to Article 51 of the Certified Tax Accountant Act,and he possesses considerable insight related to finance and accounting.
Thus the Company judges that he is able to appropriately perform duties as
an Outside Audit & Supervisory Board Member of the Company.
(Agreement to limit liability)
If his election is approved, in accordance with Article 427, Paragraph 1 of
the Companies Act, the Company intends to enter into an agreement with
him 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 amountstipulated in Article 425, Paragraph 1 of the Companies Act.

- 13 -

0Notes: 1. No special interests exist between the Company and each candidate for Audit & Supervisory Board Members.
2. During the tenure of Mr. Tomoyasu Asano as Outside Audit & Supervisory Board Member of the Company, aformer Director of the Company conducted an action as a private individual, which was in conflict with thecompliance regulations. Regarding that action, Mr. Asano worked to promote awareness of compliance of officers
and employees to prevent recurrence, and expressed his opinions on the restructuring of the governance system.
3. The Company intends to register Mr. Katsunori Takechi with Tokyo Stock Exchange as an independent officer.

(Reference) Policies for nominating candidates for Audit & Supervisory Board Members
In nominating candidates for Audit & Supervisory Board Members, the Company proposes to the Audit &Supervisory Board personnel who are considered to have the appropriate character and no health issues, aswell as insight required for auditing. The personnel are selected as candidates by the Board of Directors
after obtaining consent of the Audit & Supervisory Board.

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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 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

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
Feb. 2017 Special Advisor, SophiaCity Law Office (current)

Makoto Kaiami(October 5, 1951; 65 years old)
Outside Audit & Supervisory
Board Member
Independent Officer

Notes:(Reasons for nomination)
The Company proposes Mr. Makoto Kaiami as a candidate for substituteOutside Audit & Supervisory Board Member so that his expert insight as a
judge and attorney at law and his extensive experience in corporate legal
affairs may be reflected in the surveillance system of the Company. Thereis no legal advisory contract between the Company and him.
As mentioned above, he possesses expert insight and many years ofexperience as a lawyer. Thus the Company judges that he is able toappropriately perform duties as an Outside Audit & Supervisory Board
Member of the Company.

0(Agreement to limit liability)
If he assumes the office of Outside Audit & Supervisory Board Member, in
accordance with Article 427, Paragraph 1 of the Companies Act, theCompany intends to enter into an agreement with him to the effect that theextent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act.
1. No special interests exist between the Company and the candidate for substitute Audit & Supervisory Board
Member.
2. If Mr. Makoto Kaiami assumes the office of Outside Audit & Supervisory Board Member, the Company intends
to register him with Tokyo Stock Exchange as an independent officer.

- 15 -

Proposal No. 5: Decision of amount and detail of stock-based compensation, etc. for Directors andManaging Officers
1. Reasons for the proposal and why the compensation is appropriateThis proposal requests for approval to newly introduce a stock-based compensation system(hereinafter the “System”) for the Company’s Directors (excluding Outside Directors; the same
applies hereinafter) and Managing Officers with whom the Company has concluded mandate
contracts (hereinafter “Directors, etc.”). Decisions on the details shall be entrusted to the Board of
Directors, provided they fall within the framework specified in 2. below.
In the System, the compensation of Directors, etc. is more closely linked to the share value, so
Directors, etc. not only enjoy benefits when the share price rises, but also bear the risk of the shareprice falling. By sharing the same profits and risks from share price fluctuations as shareholders, theSystem aims to heighten the awareness of Directors, etc. in contributing to raising corporate value by
improving business performance in the medium to long term.
Specifically, approval is requested for a new form of stock-based compensation payable to Directors,
etc. in a separate category from the maximum amount of compensation for Directors (within 600
million yen a year) approved in the 1st Ordinary General Meeting of Shareholders. The initialeligible recipients under the System are: Directors whose terms end at the Company’s Ordinary
General Meeting of Shareholders scheduled for June 2018, and are in office for four years until theirterms end at the Company’s Ordinary General Meeting of Shareholders scheduled for June 2022;
and Managing Officers in office for the four fiscal years from the fiscal year ending March 31, 2018
to the fiscal year ending March 31, 2022 (each of the above periods is hereinafter the “Initial Target
Period”).
If Proposal No. 2 “Election of thirteen (13) Directors” is approved as originally proposed, at theconclusion of this Ordinary General Meeting of Shareholders, excluding Outside Directors, seven (7)out of ten (10) Directors will be eligible under the System. Also, among the Managing Officers whoare eligible under the System, two (2) are not concurrently serving as the Company’s Directors.

2. Amount, details, etc. of compensation, etc. under the System(1) Overview of the System
The System is a stock-based compensation system, where a trust established with cash contributedby the Company (hereinafter the “Trust”) will acquire the Company’s shares. Subsequently, every
year, a certain number of the Company’s shares will be granted to Directors, etc. who are in officeduring the Target Period through the Trust, based on the points allocated to each Director, etc.
according to their positions, etc. (Details are as follows.)(i)Targets of this proposal
and recipients of theCompany’s shares to be
granted(ii) Maximum amount of theCompany’s contribution
to the Trust ascompensation for
Directors, etc.

Directors, etc. (the Company’s Directors [excluding Outside
Directors] and Managing Officers with whom the Company has
concluded mandate contracts)
480 million yen in cash for the four-year Initial Target Period; if theperiod of the Trust is extended, 190 million yen in cash multipliedby the number of years extended, which corresponds to the lengthof the medium-term management plan the Company isimplementing at that time

- 16 -

(iii) Maximum total numberof the Company’s shares
to be granted to
Directors, etc. throughthe Trust, and the Trust’s
methods of acquiring theCompany’s shares(iv) Timing of grant of theCompany’s shares to
Directors, etc.

170,000 shares per year (490,000 shares in the four years of theInitial Target Period)
Maximum number of shares per year above is about 0.03% of thetotal number of outstanding shares of the Company (after deducting
treasury shares as of March 31, 2017)
The Trust will acquire the Company’s shares either through thestock market or via accepting the disposal of treasury shares by theCompany
The Company’s shares will be granted every year; the Company’s
shares will be subject to a restriction period (period where transfers,
pledge agreements and other means of disposal are not allowed) of
three years from the date of granting(2) Upper limit of the Company’s monetary contribution
The period that the System applies to shall correspond to the period of the medium-term
management plan that the Company is implementing (hereinafter the “Target Period”). The initial
Target Period of the System shall be four years. Accordingly, the Company shall contribute a
maximum of 480 million yen in cash (capital required for acquisition of the Company’s shares to be
granted to Directors, etc., trust charges and fees; the same applies hereinafter) as funds for thecompensation to be paid to Directors, etc. through the System, and establish the Trust with a trust
period of four years with Directors, etc. as the beneficiaries if they fulfill certain criteria. Using cash
entrusted by the Company as funds, the Trust will acquire a number of the Company’s shares basedon an estimate of the number to be granted to Directors, etc. in the future, either through the stock
market or via accepting the disposal of treasury shares by the Company.
When the trust period ends, through a decision by the Company’s Board of Directors, the trust
contract may be amended or additional amounts may be added, or trust assets in the Trust may betransferred to another trust with the same purpose to extend and continue the System by three years(if, however, the period of the medium-term management plan implemented by the Company at thattime is not three years, the System shall be extended by the period of the said medium-term
management plan). In such a case, the Company shall additionally contribute an amount, with amaximum of 190 million yen in cash multiplied by the number of years extended, to the Trust as
funds for compensation to be paid to Directors, etc. Also, in such a case, in line with the System’s
extension, the Target Period shall be extended, and the point allocation stated in (3)(i) below as wellas the granting of the Company’s shares stated in (4) below shall be continued in the extended trust
period. However, in the case where additional contributions are made, if any of the Company’s
shares or cash (hereinafter “remaining shares, etc.”) remains in the trust assets on the final day of thetrust period before the extension, the sum of the remaining shares, etc. amount and additionalmonetary contributions made by the Company shall fall within 190 million yen multiplied by the
number of years extended.

(3) Calculation method and maximum number of the Company’s shares to be granted to
Directors, etc.
(i)

Calculation method and maximum number of points to be allocated to Directors, etc.

Based on the regulations for the granting of shares formulated by the Board of Directors, theCompany will allocate points to each Director, etc. during the trust period on the point allocation
date specified in the regulations for the granting of shares. The number of points allocated will
depend on the positions of the Directors, etc. The maximum number of points that the Company can
allocate to Directors, etc. shall be 170,000 points per year in total.
(ii) Granting of the Company’s shares to Directors, etc. and maximum number of theCompany’s shares to be granted
Depending on the number of points allocated as described in (i) above, Directors, etc. shall follow- 17 -

the procedures stated in (4) below and accept the granting of the Company’s shares. The number of
the Company’s shares to be granted to each Director, etc. is the number of points allocated to thesaid Director, etc. multiplied by 1.0 (in the case where the number of shares to be granted should
reasonably be adjusted, such as if the Company’s shares undergo stock splits or stock mergers,
reasonable adjustments will be made according to the ratio of the stock splits, stock mergers, etc.).
The maximum number of shares that the Company can allocate to Directors, etc. shall be 170,000
shares per year in total.
(4) Timing and method of granting of the Company’s shares to Directors, etc.
The Trust will grant the Company’s shares to each Director, etc. as stated in (3) above at a certain
time of each year during the trust period, after the said Directors, etc. have completed the designatedbeneficiary confirmation procedures. However, in certain cases such as when Directors, etc. are notclassified as domestic residents as they have been dispatched overseas, the Trust will sell and convert
all the Company’s shares calculated based on (3) above to cash, and pay cash in place of theCompany’s shares to the said Directors, etc.

(5) Restriction period
From the perspective of having Directors, etc. share the same profits and risks from share pricefluctuations as shareholders in the medium to long term, in accordance with the shareholding
guidelines formulated by the Company’s Board of Directors, shares granted through the System shallbe subject to a restriction period (period where transfers, pledge agreements or other means ofdisposal are not allowed) of three years from the date of granting.

(6) Exercising of voting rights regarding the Company’s shares in the Trust
Based on instructions of the trust administrator, who is independent from the Company and the
Directors, etc., all voting rights of the Company’s shares in the Trust shall not be exercised. Thismethod is intended to ensure the neutrality of the Company’s shares in the Trust from the Company’s
management.

(7) Treatment of dividends of surplus concerning the Company’s shares in the Trust
Dividends of surplus concerning the Company’s shares in the Trust will be received by the Trust, andused in the payments of trust charges and fees to the trustee of the Trust.

(8) Treatment at the end of the trust contract
If there will be remaining shares in the Trust when the trust period ends, and it is decided that theTarget Period will be extended, the trust contract may be amended or additional amounts may be
added, or trust assets in the Trust may be transferred to another trust with the same purpose tocontinue the System.
In the case where the System will not be continued, the Trust will be closed at the end of the trust
period, and any remaining shares will be acquired without compensation by the Company, andcanceled via a Board of Directors resolution. When the Trust is closed, any remaining assets in the
Trust will be attributed to the Company, provided they fall within the amount obtained after
deducting the share acquisition capital from the trust funds. If the above amount is exceeded, basedon the regulations for the granting of shares and trust contract formulated beforehand, the surplus
will be donated to specified public service promotion corporations, etc. that do not have any special
interests with Directors and Managing Officers of the Company and of the Company’s subsidiaries
that have adopted a similar stock-based compensation system.

- 18 -

(9) Other details of the System
Other details concerning the System will be decided by the Board of Directors when the Trust isestablished, when changes are made to the trust contract, or when an additional contribution is madeto the Trust.

(Reference) “Notice Regarding Introduction of Stock-Based Compensation System for theCompany’s Directors and Managing Officers” dated May 11, 2017 (excerpt)
1. Purpose of introducing the System
In the System, the compensation of Directors, etc. is more closely linked to the share value, so
Directors, etc. not only enjoy benefits when the share price rises, but also bear the risk of the shareprice falling. By sharing the same profits and risks from share price fluctuations as shareholders, theSystem aims to heighten the awareness of Directors, etc. in contributing to raising corporate value by
improving business performance in the medium to long term.
The introduction of the System is contingent upon the approval of its proposal at this General
Meeting of Shareholders of the Company and each of its operating companies. Additions or changes
may be made by the Board of Directors to the companies that the System applies to, based on
considerations of the strategic importance of each company in the Group and the necessity of
incentive payments to Directors, etc.
2. Overview of the System(1) Overview of the System
The System is a stock-compensation based system, where a trust established with cash contributedby the Company (hereinafter the “Trust”) will acquire the Company’s shares, and grant a number of
the Company’s shares to eligible Directors, etc. every year based on the points allocated to each
Director, etc. according to their positions, etc., in line with the period of the new medium-term
management plan. The eligible recipients under the System are: Directors of the Company and its
operating companies (hereinafter the “Target Companies”) whose terms end at the Ordinary General
Meeting of Shareholders in June 2018, and are in office for four years until their terms end at theOrdinary General Meeting of Shareholders in June 2022; and Managing Officers in office for thefour fiscal years from the fiscal year ending March 31, 2018 to the fiscal year ending March 31,
2022 who have concluded mandate contracts with the Target Companies (each of the above periods
is hereinafter the “Target Period”).
(Note 1) When the trust period ends, and the trust period is extended such as by amending the trust
contract or adding additional amounts (specified in (6) below), each Target Period will be
extended by three years (if, however, the period of the medium-term management plan
implemented by the Company then is not three years, they shall be extended by the periodof the said medium-term management plan).
(Note 2) The System does not apply to Managing Officers who are bound to the Target Companies
by employment contracts.

- 19 -

Overview of framework of the System③ Establish trust [third-party benefit trust] (entrust cash)[Trustor]

The Company⑤Disposal oftreasury shares⑤’ Payment
for purchases⑤ Payments⑤’ Purchase ofshares[Trustee]

Sumitomo Mitsui Trust Bank, Limited(Trustee for re-entrustment: Japan Trustee Services Bank
Ltd.)

Stock Granting Trust⑦ Allocate
pointsThe Company’s
shares⑧ Sales of shares⑧ Payment for sales

Cash⑥ Instructions to not
exercise voting rights② Formulate regulations
for the granting of shares

Stock market

Trust administrator⑧ Shares and cash

[Beneficiaries]

Eligible Directors, etc.

1. Regarding the introduction of the System, each Target Company shall obtain the approval at eachof their respective General Meetings of Shareholders held this year.
2. Each Target Company shall formulate regulations for the granting of shares targeting theirrespective eligible Directors, etc.
3. The Company shall establish a stock granting trust (third-party benefit trust) (hereinafter the“Trust”) with eligible Directors, etc. that fulfill the beneficiary criteria as the beneficiaries.
Accordingly, the Company shall entrust cash as funds for the compensation to eligible Directors,
etc. (capital required for acquisition of the Company’s shares to be granted to eligible Directors,
etc., trust charges and fees; the same applies hereinafter) to the trustee. Regarding the cash used
as funds for the compensation to eligible Directors, etc. of each operating company, necessary
adjustments of expenses will be made between each operating company and the Company(however, the amount of the cash burden of each Target Company shall fall within the limits
approved at their respective General Meetings of Shareholders as stated in 1. above).
4. A trust administrator (a party who is independent from all Target Companies and all eligible
Directors, etc.), who will protect the interests of beneficiaries stated in the regulations for the
granting of shares throughout the trust period and supervise the trustor, will be designated.
5. Using cash entrusted in 3. as funds, the Trust will acquire a number of the Company’s sharesbased on an 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).
6. Throughout the trust period, all voting rights of the Company’s shares in the Trust shall not be
exercised.
7. Based on the regulations for the granting of shares, each Target Company shall allocate points totheir respective eligible Directors, etc.
8. Eligible Directors, etc. who fulfill certain beneficiary criteria will, as beneficiaries of the Trust,
receive a number of the Company’s shares granted by the Trust at a certain time each year during
the trust period, according to the number of points they have been allocated. The number ofshares to be granted to eligible Directors, etc. shall be within the limits approved at the respective
General Meeting of Shareholders of each Target Company as stated in 1. However, in certain
cases such as when eligible Directors, etc. are not classified as domestic residents as they havebeen dispatched overseas, the Trust will sell and convert all the Company’s shares that should be
granted, and pay cash in place of the Company’s shares to the said Directors, etc., provided that
this falls under a case that has been stipulated in the regulations for the granting of shares or trust
contract beforehand.
9. If there are remaining shares in the Trust when the trust period ends, the trust contract may beamended or additional amounts may be added, or trust assets in the Trust may be transferred to- 20 -

another trust with the same purpose to continue the System. Alternatively, the remaining shares
will be transferred without compensation from the Trust to the Company, and canceled through a
resolution of the Board of Directors.
10. If the System will not be continued, when the Trust is closed, any remaining assets after the
distribution to beneficiaries has been carried out will be attributed to the Company, provided theyfall within the amount obtained after deducting the share acquisition capital from the trust funds.
If the above amount is exceeded, the surplus will be donated to specified public service
promotion corporations, etc. that do not have any special interests with the Target Companies andthe eligible Directors, etc.
The trustee of the System, Sumitomo Mitsui Trust Bank, Limited, will entrust the management oftrust assets (re-entrustment) to Japan Trustee Services Bank Ltd.

- 21 -

(2) Procedures for introducing the System
Each Target Company will implement the System within the limits approved in their respective
General Meetings of Shareholders, through resolutions regarding the maximum amount of monetarycontribution to the Trust, maximum number of shares to be granted, and other necessary matters.
When considering whether to extend the trust period (specified in (6) below), each Target Company
will make a decision via a resolution of the Board of Directors, within the limits approved at theirrespective General Meetings of Shareholders.

(3) Establishment of the Trust
The Company will contribute cash as funds for the compensation of eligible Directors, etc. andestablish the Trust in accordance with (9) below. The Trust will, as specified in (7) below, acquire theCompany’s shares using capital that the Company contributes as funds. Regarding the cash used as
funds for the compensation to Directors, etc. of each operating company, necessary adjustments ofexpenses will be made between each operating company and the Company (however, the amount of
the cash burden of each Target Company shall fall within the limits approved at their respective
General Meetings of Shareholders as stated in (2) above).

(4) Trust period
The trust period shall be approximately four years from August 2017 (planned) to August 2021
(planned). However, as specified in (6) below, the trust period may be extended.

(5) Recipients under the System
Eligible Directors, etc. who fulfill the beneficiary criteria below will receive the Company’s shares
granted by the Trust according to the number of points (specified in (8) below) they have been
allocated.
(i)

Be an eligible Director, etc. during the Target Period (including Directors, etc. who newly
become eligible during the Target Period)(ii) Points allocation for recipient has been finalized(iii) Recipient did not conduct any certain illegal activities during his or her term in office(iv) Recipient fulfills any other criteria deemed necessary to achieve the purpose of the stock-based
compensation(6) Maximum amount of trust funds that can be contributed to the Trust

The maximum amount of monetary contribution that the Company can make to the Trust as funds
for the compensation to eligible Directors, etc. under the System shall be 1,260 million yen(including 480 million yen for Directors, etc. of the Company). When the trust period expires,
through a decision by each Target Company’s Board of Directors, the trust contract may be amended
or additional amounts may be added, or trust assets in the Trust may be transferred to another trustwith the same purpose to extend and continue the System by three years (if, however, the period of
the medium-term management plan implemented by the Company then is not three years, theSystem shall be extended by the period of the said medium-term management plan). In such a case,
the Target Company shall additionally contribute a maximum of 540 million yen in cash (including
190 million yen in cash for Directors, etc. of the Company) per year of the extended period to theTrust as funds for compensation to be paid to Directors, etc. Also, in such a case, in line with the
System’s extension, the Target Period shall be extended, and the point allocation stated in (8) below
as well as the granting of the Company’s shares stated in (9) below shall be continued in theextended trust period. However, in the case where additional contributions are made, if any of theCompany’s shares or cash (hereinafter “remaining shares, etc.”) remains in the trust assets on the
final day of the trust period before the extension, the sum of the remaining shares, etc. amount andadditional monetary contributions made by each Target Company shall fall within the maximum
amount approved at each of their respective General Meetings of Shareholders.
- 22 -

(7) Acquisition methods of the Company’s shares by the Trust
The Trust will acquire the Company’s shares either through the stock market or via accepting thedisposal of treasury shares by the Company, within the limits of the maximum amount of trust funds
stated in (6) above and the maximum number of shares to be granted stated in (9) below. However,details regarding the acquisition methods will be decided and disclosed after this General Meeting of
Shareholders. During the trust period, if, due to factors such as an increase in the number of eligible
Directors, etc., the number of the Company’s shares in the Trust may not be sufficient in relation to
the points allocated to eligible Directors, etc., within the limits of the maximum amount of trust
funds stated in (6) above and the maximum number of shares to be granted stated in (9) below,
additional monetary contributions may be made to the Trust to conduct additional acquisitions of theCompany’s shares.

(8) Calculation method of points to be allocated to each eligible Director, etc.
Based on the regulations for the granting of shares formulated by the Board of Directors of eachTarget Company, each Target Company will allocate points to each eligible Director, etc. during thetrust period on the point allocation date specified in the regulations for the granting of shares. The
number of points allocated will depend on the positions of the Directors, etc. Also, if the eligible
Directors, etc. hold concurrent positions in the Company and an operating company (including
concurrent positions between operating companies), necessary adjustments will be made in the point
allocation according to the details of the positions. The maximum number of points that the Target
Company can allocate to eligible Directors, etc. shall be 490,000 (including a total of 170,000 points
per year to be allocated to Directors, etc. of the Company) per year in total.

(9) Granting of the Company’s shares to each eligible Director, etc. and maximum number of
the Company’s shares to be granted(i)

Depending on the number of points allocated as described in (8) above, eligible Directors, etc.
shall follow the procedures stated in (ii) below and accept the granting of the Company’s shares.
The number of the Company’s shares to be granted to each eligible Director, etc. shall be thenumber of points allocated to the said Director, etc. multiplied by 1.0.
(Note 3) In the case where the number of shares to be granted should reasonably be adjusted,such as if the Company’s shares undergo stock splits or stock mergers, reasonableadjustments will be made according to the ratio of the stock splits, stock mergers, etc.
(ii) The maximum number of the Company’s shares that can be granted to eligible Directors, etc.
shall be 490,000 shares per year (including a total of 170,000 of the Company’s shares to be
granted to Directors, etc. of the Company per year) in total.
(iii) The Trust will grant the Company’s shares to each eligible Director, etc. as stated in (i) above ata certain time of each year during the trust period, after the said Directors, etc. have completed
the designated beneficiary confirmation procedures. However, in certain cases such as when
eligible Directors, etc. are not classified as domestic residents as they have been dispatchedoverseas, the Trust will sell and convert all the Company’s shares calculated based on (i) above
to cash, and pay cash in place of the Company’s shares to the said Directors, etc.
(10) Restriction period
From the perspective of having eligible Directors, etc. share the same profits and risks from shareprice fluctuations as shareholders in the medium to long term, in accordance with the shareholding
guidelines formulated by the Company’s Board of Directors, shares granted through the System shallbe subject to a restriction period (period where transfers, pledge agreements and other means ofdisposal are not allowed) of three years from the date of granting.

- 23 -

(11) Exercising of voting rights regarding the Company’s shares in the Trust
Based on instructions of the trust administrator, who is independent from the Target Companies andthe eligible Directors, etc., all voting rights of the Company’s shares in the Trust shall not be
exercised. The above method is intended to ensure the neutrality of the exercising of voting rights of
the Company’s shares in the Trust from the Company’s management.

(12) Treatment of dividends of surplus concerning the Company’s shares in the Trust
Dividends of surplus concerning the Company’s shares in the Trust will be received by the Trust, andused in additional acquisitions of the Company’s shares as well as in the payments of trust charges
and fees to the trustee of the Trust.

(13) Treatment at the end of the trust contract
If there will be remaining shares in the Trust when the trust period ends, and it is decided that theTarget Period will be extended, the trust contract may be amended or additional amounts may be
added, or trust assets in the Trust may be transferred to another trust with the same purpose tocontinue the System.
In the case where the System will not be continued, the Trust will be closed at the end of the trust
period, and any remaining shares will be acquired without compensation by the Company, andcanceled via a Board of Directors resolution. When the Trust is closed, any remaining assets in the
Trust will be attributed to the Company, provided they fall within the amount obtained after
deducting the share acquisition capital from the trust funds. If the above amount is exceeded, basedon the regulations for the granting of shares and trust contract formulated beforehand, the surplus
will be donated to specified public service promotion corporations, etc. that do not have any special
interests with the Target Companies and the eligible Directors, etc.
(Reference: Overview of the Trust)(1) Name: Stock Granting Trust for Officers(2) Trustor: The Company(3) Trustee: Sumitomo Mitsui Trust Bank, Limited(Trustee for re-entrustment: Japan Trustee Services Bank Ltd.)(4) Beneficiaries: Directors, etc. who are eligible under the System and fulfill the beneficiary
criteria(5) Trust administrator: A third party with no special interests with the Target Companies or eligible
Directors, etc. will be designated(6) Type of trust: Trust involving money other than money trust (third-party benefit trust)(7) Date of conclusion of trust contract: August 2017 (planned)(8) Date of entrusting cash: August 2017 (planned)(9) Trust period: August 2017 (planned) to August 2021 (planned)- 24 -