Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities code: 9749
February 27, 2019
To Shareholders with Voting Rights:
Satoyasu Sakashita
President & Representative Director
FUJI SOFT INCORPORATED
1-1 Sakuragi-cho, Naka-ku, Yokohama-shi,
Kanagawa

NOTICE OF CONVOCATION OF
THE 49TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 49th Annual General Meeting of Shareholders of FUJI SOFT
INCORPORATED (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or by voting via theInternet. Please review the Reference Documents for the General Meeting of Shareholders as describedhereinafter and exercise your voting rights by no later than 5:30 p.m. on Thursday, March 14, 2019, Japan Time.
You are requested to exercise your voting rights either by indicating your votes for or against the proposals on
the enclosed Voting Rights Exercise Form and returning the form so that it is received by the above deadline, orby accessing our designated website for exercising voting rights (https://evote.tr.mufg.jp/) (Japanese only) andentering your votes by the above deadline.
1. Date and Time:

Friday, March 15, 2019 at 3:00 p.m., Japan time (reception starts at 2:00 p.m.)

2. Place:

FUJISOFT AKIBA HALL, 5F, the Company’s Akihabara Building,
3 Kandaneribei-cho, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
49th Fiscal Year (January 1, 2018 - December 31, 2018) and results of audits
by the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 49th Fiscal Year
(January 1, 2018 - December 31, 2018)
Proposals to be resolved:
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of Two (2) Auditors
Proposal 3:
Granting of Retirement Benefits to a Retiring Director
Proposal 4:
Determination of Amount and Other Details of Remuneration Provided as Stock
Options to Directors
4. Matters Decided upon Convocation with regard to the Exercise of Voting Rights:(1) If you submit a Voting Rights Exercise Form without indicating your approval or disapproval orabstention for any proposal, your vote for the proposal shall be counted as an approval.
(2) If you exercise your voting rights via the Internet more than once, only your final vote shall be counted
as valid.
(3) If you exercise your voting rights both via the Internet and by submitting a Voting Rights Exercise
Form, your votes via the Internet shall be counted as valid.
(4) You may exercise your voting rights by appointing one other shareholder with voting rights of theCompany as your proxy. In this case, please note that the proxy must submit to the Company adocument certifying authority of representation.

-1-

Guidance for Exercising Your Voting Rights-

If you attend the meeting in person:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting(Opens at 3:00 p.m. on Friday, March 15, 2019).

- If you do not attend the meeting in person:(1) Voting by mail (in writing):
Please review the Reference Documents for the General Meeting of Shareholders and return the Voting
Rights Exercise Form with your votes by mail. The completed form must reach us by 5:30 p.m.,
Thursday, March 14, 2019, Japan time.
(2) Voting via the Internet:
Please access our designated website for exercising voting rights (https://evote.tr.mufg.jp/) from yourPC, smartphone, or mobile phone, enter the log-in ID and temporary password indicated in your Voting
Rights Exercise Form, and enter your votes by following the instructions on the screen after reviewing
the Reference Documents for the General Meeting of Shareholders. Your votes must be entered by nolater than 5:30 p.m., Thursday, March 14, 2019, Japan time.
* You can read this Notice of Convocation using a PC, a smartphone, or a tablet device.
-----------------------------------------------------------------------------------------------------------------------------The following items are posted on the Company’s website on the Internet (Japanese only), according to
the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company andare not included in the documents attached to this Notice of Convocation of the Annual General Meeting of
Shareholders:• “Development of the System for Ensuring Appropriateness of Operations of the Company andthe Business Group Consisting of the Company and its Subsidiaries” in the Business Report• The “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated
Financial Statements” in the Consolidated Financial Statements• The “Non-consolidated Statements of Changes in Net Assets” and the “Notes to the Nonconsolidated Financial Statements” in the Non-consolidated Financial Statements
The documents attached to this Notice are therefore part of the documents audited by the Auditors andthe Accounting Auditor for the preparation of their Audit Report.
Any revisions to the Reference Documents for the General Meeting of Shareholders and other appendiceswill be posted on the Company’s website.
http://www.fsi.co.jp/ir/soukai/meeting.html (Japanese only)-2-

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

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates for Director are as follows and matters concerning each candidate for Director are statedon pages 4 through 10.

No.

Name

Age

Current positionsin the Company

Attendance at theBoard ofDirectors
meetings

1

Hiroshi Nozawa(Reappointment)

76

Chairman &Representative
Director

94.1%(16/17)

2

Satoyasu Sakashita(Reappointment)

57

President &Representative
Director

100.0%(17/17)

3

Masaki Shibuya(Reappointment)

49

Director & Senior
Executive
Operating Officer

94.1%(16/17)

4

Yoshiharu Shiraishi(Reappointment)

47

Director &Executive
Operating Officer

100.0%(13/13)5

Motohiro Harai(Reappointment)

57

Director &Executive
Operating Officer

100.0%(13/13)

6

Seto Arai(Reappointment)

52

Director &Executive
Operating Officer

100.0%(13/13)

7

Shinichi Yuta

(Reappointment)

Outside Independent

70

Director

100.0%(17/17)

8

Minoru Koyama(New candidate)Outside Independent

64

-

-

9

Tateki Oishi(New candidate)Outside Independent

63

-

-

(Notes)1. The age given for the candidates for Director represents their full age as of the conclusion of this General Meeting of
Shareholders.
2. There are no special interests between any of the candidates for Director and the Company.
3. Attendance at the Board of Directors meetings by Mr. Yoshiharu Shiraishi, Mr. Motohiro Harai, and Mr. Seto Arai is
calculated based on the meetings held after they assumed office on March 16, 2018 only.
4. Mr. Shinichi Yuta, Mr. Minoru Koyama and Mr. Tateki Oishi are the candidates for Outside Director. If they assume officeas Outside Directors, they will become independent officers under the provisions of the Tokyo Stock Exchange.

-3-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
May 1970

1

Hiroshi Nozawa(May 17, 1942)[Reappointment]

2

Satoyasu Sakashita(July 22, 1961)[Reappointment]

May 1973
April 2001
June 2004
June 2008
September 2009
October 2009
October 2011
June 2012

Director, FUJI SOFTWARE LABORATORY, LTD. (present FUJI
SOFT INCORPORATED)
President & Representative Director
Chairman & Representative Director
Chairman, President & Representative Director
Chairman & Representative Director
Resigned as Director
Chairman
Chairman & Operating Officer
Chairman & Representative Director (to the present)[Reasons for nomination]
Mr. Hiroshi Nozawa, who has been serving the Company since its foundation in 1970,
has performed duties as President & Representative Director and Chairman &Representative Director and has a wealth of management experience and achievements.
His experience and knowledge will continue to be indispensable for the management of
the Company. Therefore, we nominate him as a candidate for Director.
April 1985
Joined Nomura Computer Systems Co., Ltd. (present Nomura
Research Institute, Ltd.)
April 2003
General Manager of 2nd Knowledge System Business Department,
Nomura Research Institute, Ltd.
April 2004
Joined the Company
Assistant Director of Outsourcing Business Division
May 2005
Deputy Director of IT Business Division
June 2005
Director
June 2007
Executive Director
June 2009Retired as Director
June 2009
Executive Operating Officer
June 2010
Executive Director
September 2011
Representative Senior Executive Director
October 2011
President & Representative Director
June 2012
President & Representative Director (to the present)[Reasons for nomination]
Mr. Satoyasu Sakashita, after experiencing and participating in the execution ofbusiness in various business divisions of the Company, has achieved experience inmanagement as a President & Representative Director since 2011. His experience andknowledge will continue to be indispensable for the management of the Company.
Therefore, we nominate him as a candidate for Director.

-4-

Number ofshares of theCompany held

1,745,330

9,900

No.

3

Name
(Date of birth)

Masaki Shibuya(October 8, 1969)[Reappointment]

Yoshiharu Shiraishi

4(September 9, 1971)[Reappointment]

Career summary, positions, responsibilities
and significant concurrent positions
April 1991
October 2006
October 2008
April 2010
April 2013
March 2017
April 2018

Joined the Company
Deputy Director of System Development Business Division
Deputy Director of Technology Division
Operating Officer
Executive Operating Officer
Director & Executive Operating Officer
Director & Senior Executive Operating Officer (to the present)

Number ofshares of theCompany held

1,500

[Reasons for nomination]
Mr. Masaki Shibuya has promoted business as COO of Product Development, Sales
Manufacturing, etc. after serving in various business divisions. His experience andknowledge will be indispensable for the management of the Company. Therefore, we
nominate him as a candidate for Director.
April 1992
Joined the Company
December 2003
General Manager of Sales Department, IT Business Division
June 2006
Deputy Director of System Integration Business Department, IT
Business Division
April 2007
General Manager of System Integration Business Promotion
Department, IT Business Division
April 2010
General Manager of Sales Unit, System Development BusinessGroup
April 2012
Operating Officer & Deputy Director of Sales Division
April 2015
Executive Operating Officer, Deputy Director of Sales Division,and Director of Financial System Business Division
April 2016
Executive Operating Officer, and Director of Financial System
Business Division
March 2017
Director, TOSHO COMPUTER SYSTEMS CO., LTD. (to thepresent)
March 2018
Director & Executive Operating Officer (to the present)
June 2018
Director, ACE SECURITIES CO., LTD. (to the present)[Significant concurrent positions]
Director, TOSHO COMPUTER SYSTEMS CO., LTD.
Director, ACE SECURITIES CO., LTD.
[Reasons for nomination]
Mr. Yoshiharu Shiraishi currently oversees the financial system business department
after serving in various business and sales divisions. He is leading the Company’s
initiatives for the fintech field.
He is expected to contribute to the overall businesses of the Company from amanagement standpoint utilizing a wealth of business experience. Therefore, we
nominate him as a candidate for Director.

-5-

1,100

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
March 2004
October 2007
April 2012

April 2013

March 2016
April 2016
Motohiro Harai

5(January 26, 1962)[Reappointment]

May 2016
October 2017
November 2017
March 2018

Joined the Company
Director of Regenerative Medicine Research & Business Division,
Solution Business Division
Operating Officer, General Manager of Health Care Department,
Product Service Business Division, and Director of Regenerative
Medicine Research & Business Division
Operating Officer, Deputy Director of Product Service Business
Division, and Director of Regenerative Medicine Research &Business Division
President and Representative Director, FUJISOFT Tissue
Engineering Co., Ltd. (to the present)
Executive Operating Officer & Director of Regenerative Medicine
Research & Business Division
Visiting Professor at Chiba University (to the present)
Executive Operating Officer
Visiting Professor at Kochi Medical School (to the present)
Director & Executive Operating Officer (to the present)[Significant concurrent position]
President and Representative Director, FUJISOFT Tissue Engineering Co., Ltd.
[Reasons for nomination]
Mr. Motohiro Harai is a leading person in the regenerative medicine field, has started up
the Company’s regenerative medicine division from scratch, and has been driving
business development for commercialization of regenerated cartilage created fromautologous cells for implant applications.
Going forward, he is expected to contribute to the overall management of the Company
and further expand the regenerative medicine business of the Company from amanagement perspective. Therefore, we nominate him as a candidate for Director.

-6-

Number ofshares of theCompany held

1,300

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
October 2002
October 2007
April 2009
October 2012
April 20136

Seto Arai(January 9, 1967)[Reappointment]

April 2015
October 2015
April 2016
March 2018

Joined the Company
Deputy Director of Industrial System Business Department, IT
Business Division
Director of Enterprise System Business Department, IT
Business Division
Deputy Director of Solution Business Division & General
Manager of Technology Support Department
Operating Officer, Deputy Director of Solution Business
Division, and General Manager of Technology Support
Department
Director, FUJISOFT CHINA Corp. (to the present)
Operating Officer, and Director of Solution Business Division
Executive Operating Officer, and Director of Solution
Business Division
Director & Executive Operating Officer (to the present)[Significant concurrent position]
Director, FUJISOFT CHINA Corp.
[Reasons for nomination]
Mr. Seto Arai has a wealth of business experience in the system establishment field, a
core of the Company’ business. His experience and knowledge will be indispensable forthe management of the Company in its work to further expand the Company’s businessin the information service industry. Therefore, we nominate him as a candidate for
Director.

-7-

Number ofshares of theCompany held

400

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
April 1973
April 1978
August 1992
April 1999
April 2000
April 2002
April 2004
April 2006
October 2011
April 2012
Shinichi Yuta
(March 28, 1948)

June 2012

7[Reappointment][Outside Director][Independent Officer]

March 2014
November 2014
April 2015
June 2015
April 2018

Research Associate at Department of Electrical Engineering, Facultyof Engineering, Tokyo University of Agriculture and Technology
Lecturer at Institute of Information Sciences and Electronics,
University of Tsukuba
Professor at Institute of Information Sciences and Electronics,
University of Tsukuba
Professor at Institute of Engineering Mechanics and Systems,
University of Tsukuba
Dean of College of Engineering Systems, University of Tsukuba
Chairman of Institute of Engineering Mechanics and Systems,
University of Tsukuba
Vice President and Executive Director, Professor at School of
Systems and Information Engineering, University of Tsukuba
Director of Tsukuba Industrial Liaison and Cooperative ResearchCenter, University of Tsukuba
Professor at Faculty of Engineering, Information and Systems,
University of Tsukuba
Professor Emeritus, University of Tsukuba
Specially Designated Professor at College of Engineering, Shibaura
Institute of Technology
Guest Researcher for Public Works Research Institute (currently
National Research and Development Agency Public Works
Research Institute) (to the present)
Outside Director (to the present)
President, New Unmanned Construction Technology Research
Association (to the present)
Specially Designated Professor at SIT Research Laboratories,
Shibaura Institute of Technology
President, New Technology Foundation (to the present)
Visiting Professor at SIT Research Laboratories, Shibaura Instituteof Technology (to the present)[Significant concurrent positions]
President, New Unmanned Construction Technology Research Association
President, New Technology Foundation[Reasons for nomination]
Mr. Shinichi Yuta has an objective perspective derived from his career outside ourindustry, and has acquired advanced academic knowledge in the field of information
sciences through his activities to promote leading-edge technologies. He has
appropriately supervised and advised the Company in its business operations by making
use of his viewpoint and knowledge and is expected to appropriately perform his duties
as an Outside Director of the Company. Therefore, we nominate him as a candidate for
Outside Director.

-8-

Number ofshares of theCompany held

500

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
April 1977
April 1991
April 1996
April 1999
June 2001
April 2004
April 2008
April 2009
Minoru Koyama(September 12, 1954)

April 20118
[New candidate][Outside Director][Independent Officer]

April 2014

June 2016

Joined Amano Corporation
General Manager of Yokohama Factory, Amano Corporation
Vice President, Amano Cincinnati, Inc. (USA)General Manager of Yokohama Procurement, Amano Corporation
Director, Amano Corporation
Director & General Manager of General Affairs, Amano
Corporation
Director & Managing Operating Officer, Amano Corporation
Director & Managing Operating Officer; General Manager ofGeneral Affairs and Supervisory of Yokohama Factory, Tsukui
Factory and Shanghai Production, Amano Corporation
Director & Managing Operating Officer; Global Production
Supervisory and Factory Operations Supervisory, Amano
Corporation
Director & Managing Operating Officer; Global Manufacturing
Supervisory and Time Products Manufacturing Supervisory,
Amano Corporation
Advisor, Amano Corporation

Number ofshares of theCompany held

0

[Reasons for nomination]
Mr. Minoru Koyama has a wealth of experience and a wide range of knowledge as an
executive manager. The Company judges that he is able to appropriately supervise andadvise the Company in its business operations, and he is expected to appropriately
perform his duties as an Outside Director of the Company. Therefore, we nominate him
as a new candidate for Outside Director.

April 1979
June 2002
April 2004
Tateki Oishi(November 30, 1955)

9

June 2010
June 2015[New candidate][Outside Director][Independent Officer]

Joined CASIO COMPUTER CO., LTD.
Operating Officer and Deputy Director of Communications
Department, CASIO COMPUTER CO., LTD.
President & Representative Director, CASIO Hitachi Mobile
Communications Co., Ltd.
Director & Senior Executive Operating Officer, NEC CASIO
Mobile Communications, Ltd.
Outside Director, Cyber Com Co., Ltd.
Outside Director, VINX CORP (to retire)[Reasons for nomination]
Mr. Tateki Oishi has a wealth of business experience related to the industry and a wide
range of knowledge in ICT. The Company judges that he is able to appropriately
supervise and advise the Company in its business operations, and he is expected toappropriately perform his duties as an Outside Director of the Company. Therefore, we
nominate him as a new candidate for Outside Director.

-9-0(Notes)
1. Figures for the “Number of shares of the Company held” are as of December 31, 2018.
2. There are no special interests between any of the candidates for Director and the Company.
3. Mr. Tateki Oishi is scheduled to resign as Outside Director of VINX CORP as of March 14, 2019.
4. Mr. Shinichi Yuta is currently an Outside Director of the Company and his term of office as Outside Director will havebeen five (5) years at the conclusion of this General Meeting of Shareholders. He actively expresses his opinions froman objective perspective independent of the management at the meetings of the Board of Directors and thereby contributeto the Company’s sustainable growth and enhancement of medium- to long-term corporate value.
5. When the Company nominates the candidates for Director, the Management Conference, a body that includes Outside
Directors, deliberates on the nomination pursuant to the Standard for Personnel Affairs of Officers prior to the resolutionof the Board of Directors.
6. The Company makes it a rule to nominate persons who can supervise and advise the Company from outside and impartial
perspectives and who have high-level insight and a wealth of knowledge and experience in their particular areas, inaddition to following the standards for independence of independent officers set forth in the regulations of the Tokyo
Stock Exchange, as the standards for independence of an Outside Director.
7. Mr. Shinichi Yuta, Mr. Minoru Koyama, and Mr. Tateki Oishi are the candidates for Outside Director. If they assume
office as Outside Directors, they will become independent officers pursuant to the provisions of the Tokyo Stock
Exchange.
8. The Company has entered into a liability limitation agreement with Mr. Shinichi Yuta and will renew the agreement if
his re-election is approved. The maximum liability limit under each agreement is 10 million yen or the amount provided
by laws and regulations, whichever is greater, on the condition that he has conducted his duties in good faith and withoutgross negligence. Furthermore, the Company will enter into the same liability limitation agreements with Mr. Minoru
Koyama and Mr. Tateki Oishi, shall they assume office.

- 10 -

Proposal 2:

Election of Two (2) Auditors

The terms of office of Messrs. Kazuo Motoishi and Shigeo Ishii expire at the conclusion of this General
Meeting of Shareholders, and Mr. Shigemi Ikushima has resigned from his position. Accordingly, based on the
Company’s Officer system, in order to maintain the effectiveness of corporate governance we decrease one (1)person and the election of two (2) Auditors is proposed.
This proposal has been approved by the Board of Auditors.
The candidates for Auditor are as follows and matters concerning each candidate for Auditor are stated on
page 12.

No.

Name

Age

Current
positions intheCompany

Attendance at theBoard ofDirectors
meetings

Attendance at theBoard ofAuditors
meetings

100.0%(17/17)94.1%(16/17)--1

Shigeo Ishii(Reappointment)

Outside69

OutsideAuditor2

Yukako Oshimi(New candidate)Outside Independent

42-(Notes)1.
2.
3.

The age given for the candidates for Director represents their full age as of the conclusion of this General Meeting of
Shareholders.
There are no special interests between any of the candidates for Director and the Company.
Ms. Yukako Oshimi is a candidate for Outside Auditor. If she assumes office as Outside Auditor, she will become an
independent officer under the provisions of the Tokyo Stock Exchange.

- 11 -

No.

Name(Date of birth)

Career summary, positions, and significant concurrent positions
February 1977
August 1980
March 1988

Shigeo Ishii(October 21, 1949)

1

June 1994
March 2007
June 2011[Reappointment][Outside Auditor]

Yukako Oshimi(August 11, 1976)

2[New candidate][Outside Auditor][Independent Officer]

Joined Nishikata Audit Corporation (currently Deloitte
ToucheTohmatsu LLC)
Registered as certified public accountant
Established Ishii Certified Public Accountant Office, Proprietor(to the present)
Audit & Supervisory Board Member, KONAMI CO., LTD.
Auditor, Showa Joho Kiki Co., Ltd. (currently Canon Production
Printing Systems Inc.)
Outside Auditor (to the present)[Reasons for nomination]
Although Mr. Shigeo Ishii does not have hands-on business management experiencein the past, he has expert knowledge in finance and accounting as a certified public
accountant, and has appropriately supervised and advised the Company in its business
operations. He is expected to appropriately perform his duties as an Outside Auditor.
Therefore, we nominate him as a candidate for Outside Auditor.
October 2002
Joined Nagashima Ohno & Tsunematsu
April 2011
Dispatched to Ricoh Company Ltd.
September 2014
Joined as Partner Lawyer, Shibata, Suzuki & Nakada (to thepresent)
June 2015
Audit & Supervisory Board Member (Outside), JP-HOLDINGS,
INC.
December 2015
Outside Committee Member of Risk & Compliance Committee,
ORIX Asset Management Corporation (to the present)

Number ofshares of theCompany held

00[Reasons for nomination]
Although Ms. Yukako Oshimi does not have hands-on business management
experience in the past, she has expert knowledge in finance and accounting as alawyer. The Company judges that she is able to appropriately supervise and advise theCompany in its business operations, and is expected to perform her duties as an
Outside Auditor. Therefore, we nominate her as a new candidate for Outside Auditor.

(Notes)1. Figures for the “Number of shares of the Company held” are as of December 31, 2018.
2. There are no special interests between any of the candidates for Auditor and the Company.
3. Mr. Shigeo Ishii is currently an Outside Auditor of the Company and his term of office as Outside Auditor will havebeen seven (7) years and nine (9) months at the conclusion of this General Meeting of Shareholders.
4. The Company has entered into a liability limitation agreement with Mr. Shigeo Ishii and will renew the agreement if his
re-election is approved. The maximum liability limit under each agreement is the minimum amount provided by laws
and regulations, on the condition that he has conducted his duties in good faith and without gross negligence.
Furthermore, the Company will enter into the same liability limitation agreement with Ms. Yukako Oshimi, shall she
assume office.
5. Ms. Yukako Oshimi is a candidate for Outside Auditor. If she assumes office as Outside Auditor, she will become an
independent officer pursuant to the provisions of the Tokyo Stock Exchange.

- 12 -

Proposal 3:

Granting of Retirement Benefits to a Retiring Director

We propose that retirement benefits be granted to Mr. Yoshinobu Takebayashi upon his retirement as
Director due to the expiration of his term of office at the conclusion of this General Meeting of Shareholders,
to reward him of his service during his term of office, within a certain amount according to the standard
provided by the Company.
We also propose that the decisions on the specific amount, time, and method for granting his retirement
benefits be entrusted to the Board of Directors.
The name and career summary of the retiring Director are as follows.
Name
Yoshinobu Takebayashi

June 2008
June 2013
April 2015

Career summary
Director of the Company
Director & Executive Operating Officer of the Company
Director & Senior Executive Operating Officer of theCompany (to the present)- 13 -

Proposal 4:

Determination of Amount and Other Details of Remuneration Provided as Stock Options
to Directors

The Company proposes for the provision of stock options to Directors (excluding Outside Directors), andfor the concrete details of the stock acquisition rights issued as stock options. The proposal is aimed atenhancing the Company’s sound management and social trust, and the enhancement will be fulfilled because
the provision of stock options enables the Company’s Directors to share the merits and risks of stock pricefluctuations with all shareholders, and to motivate and incentivize the Directors to achieve better businessperformance of the Company.
1. Amount of remuneration, etc. related to stock options
The remuneration to Directors, based on Article 361-1 of the Companies Act, is a monetary reward of up
to 700 million yen annually (excluding salaries for employees), as approved in the 37th Annual General
Meeting of Shareholders held on June 25, 2007.
Separate from such monetary reward, the Company proposes for an annual allotment of stock options
within 150 million yen to Directors (excluding Outside Directors, same hereinafter) in an aim to plan forbusiness development that further prioritizes the benefits of shareholders through increasing motivation andmorale for better business performance.
The amount of remuneration issued as stock options to the Directors shall be obtained by multiplying thefair value per one stock acquisition right calculated on the allotment day by the total number of stockacquisition rights to be allotted. The calculation method of the fair value per one stock acquisition right is one
normally used to calculate the fair value of stock acquisition rights, based on various conditions such as thevalue of the Company shares and the strike price of such shares on the allotment date.
The current number of Directors is nine (9), including two (2) Outside Directors. Shall Proposal 1 beapproved, the number of Directors will be nine (9), including three (3) Outside Directors.
The Company plans on issuing the same stock options to Operating Officers of the Company as well as
Officers and Operating Officers of affiliates or subsidiaries, along with the Company’s Directors. The details
on beneficiaries, period of remuneration and the allotment itself shall be decided by the Board of Directors.
2. Details of remuneration, etc. (details of stock acquisition rights issued throughout the year as stock
options)(1) Number of stock acquisition rights
The upper limit on the total number of stock acquisition rights shall be 1,200 units, which shall be
issued within the period ending one year after the date of the Annual General Meeting of
Shareholders for each business year.
(2) Type and number of shares delivered upon exercise of stock acquisition rights
The upper limit on the total number of shares delivered upon exercise of the stock acquisition rights
shall be 120,000 common shares of the Company, which shall be issued within the period ending
one year after the date of the Annual General Meeting of Shareholders for each business year. The
number of shares underlying each stock acquisition right shall be 100 shares.
In the event that the number of common shares changes due to a share split or a share consolidation
conducted by the Company and the change deserves revising the number of shares, the Company
shall make adjustments as necessary.
(3) Amount to be paid in upon allotment of stock acquisition rights
A cash payment to be paid in upon allotment of stock acquisition rights is not applicable.
(4) Value of a property to be contributed upon exercise of stock acquisition rights
The value of a property to be contributed upon exercise of stock acquisition rights shall becalculated with the multiplication of the monetary value to be paid in per share to be delivered
upon exercise of the stock acquisition rights (hereinafter the “Exercise Value”) by the number ofshares to be provided.
The Exercise Value is obtained by multiplying the average value of the closing price of theCompany’s common share at the Tokyo Stock Exchange each day (excluding any day on which no
trade is made) during the month prior to the month containing the date on which the allotment ofstock acquisition rights is conducted by 1.05 (resulting any fraction less than 1 yen shall be roundedup). However, in the event that such amount obtained is less than the closing price on the date on
which the allotment of stock acquisition rights is conducted, such closing price shall be the Exercise
Value.
In the event that the number of common shares changes due to a share split or a share consolidation- 14 -

conducted by the Company and the change deserves revising the Exercise Value, the Company
shall make adjustments as necessary.
(5) Period during which stock acquisition rights may be exercisedThis period shall be stipulated at a meeting of the Board of Directors, within the range from the
day two years after the date of the resolution of the Company’s Board of Directors determining theprovision of the stock acquisition rights, to five years from such resolution.
(6) Restriction on the transfer of stock acquisition rights
Any transfer of the stock acquisition rights shall be subject to the approval of the Board of Directors.
(7) Terms and conditions for exercising stock acquisition rightsa) A Person who is allotted stock acquisition rights through this proposal (hereinafter “Stock
Acquisition Rights Holder”) shall be able to exercise the stock acquisition rights if the closing
price of the Company’s common share at the Financial Instruments Exchange has exceeded
120% of the Exercise Value at least once within a period of three years from the start of theexercising period.
b) A Stock Acquisition Rights Holder are required to have the rank of Director (excluding Outside
Director), Auditor (excluding Outside Auditor), Operating Officer or Employee (an employee
who fulfills Article 2 of the Company’s Employment Regulations) of the Company as of theexercising period of the stock acquisition rights; provided, however, that this shall not apply
to persons who have transferred from the Company’s affiliates or subsidiaries but is qualified
by the Board of Directors, or persons who have appropriate reasons approved by the Board of
Directors.
c) Other conditions for exercising stock acquisition rights shall be subject to the resolution of theBoard of Directors.
(8) Other details of stock acquisition rights
Other details shall be stipulated at the meeting of the Board of Directors at which the subscription
requirements of the stock acquisition rights are determined.

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