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.

Securities Code: 3167
June 7, 2021
To our shareholders:
Katsuhiko Tokita
President & CEO
TOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka
Prefecture, JapanNOTICE OF THE 10TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 10th Ordinary General Meeting of Shareholders of TOKAI Holdings
Corporation (the “Company”), which will be held as described below.
Please note that if you are unable to attend on the day itself, you can exercise your voting rights using any of thefollowing methods. We would ask that you examine the Reference Documents for the General Meeting of
Shareholders and vote before the close of the Company’s business day (5:45 p.m.) on Thursday, June 24, 2021 (JST).
Guidance on the Exercising of Voting Rights[For persons exercising voting rights in writing]
Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it so that it
arrives no later than 5:45 p.m. on Thursday, June 24, 2021 (JST).
[For persons exercising voting rights via the Internet, etc.]
Please access the voting website (https://www.web54.net), and enter your approval or disapproval of the proposals
no later than 5:45 p.m. on Thursday, June 24, 2021 (JST).

1. Date and Time: Friday, June 25, 2021 at 10:00 a.m. (JST) (Reception will begin at 9:00 a.m.)
2. Place:
Aoi Tower GRANDAIR, Bouquet TOKAI “Symphony” on the fourth floor
17-1 Kouyamachi, Aoi-ku, Shizuoka City, Shizuoka Prefecture, Japan
3. Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 10th Term (from April 1, 2020 to March 31,2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 10th Term (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal 1:
Distribution of dividends of surplus
Proposal 2:
Election of nine (9) Directors
Proposal 3:
Authorization for the Board of Directors of the Company to determine offering terms forshare acquisition rights as stock options

1. If it becomes necessary to revise the Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements,
or Reference Documents for the General Meeting of Shareholders, the revised information will be posted to our corporate website(https://www.tokaiholdings.co.jp/ir/).
2. If attending in person, please bring your voting form with you and present it at the reception.
3. Of the materials the Company must provide along with this Notice, Notes to Consolidated Financial Statements and Notes to NonConsolidated Financial Statements are provided on the Company website(https://www.tokaiholdings.co.jp/ir/library/meeting.html) based on laws and regulations and in accordance with the provisions ofArticle 16 of the Company’s Articles of Incorporation, and are therefore omitted from the supplemental materials in this Notice.

-1-

The Consolidated Financial Statements and Non-Consolidated Financial Statements provided as attachments to this Notice constituteportions of the consolidated financial statements and non-consolidated financial statements audited by the Accounting Auditor and
Audit & Supervisory Board Members in the course of preparing the audit report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Distribution of dividends of surplus

Matters related to year-end dividends
Taking into account earnings and economic conditions and from the standpoint of paying continuous dividends toshareholders, the Company wishes to pay the year-end dividend for the fiscal year under review as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
16 yen per common share of the Company. Total amount of dividends: 2,101,727,072 yen(3) Effective date of distribution of dividends of surplus
June 28, 2021

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Proposal 2:

Election of nine (9) Directors

The terms of office of all ten (10) Directors expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of nine (9) Directors, comprising of the reelection of seven (7)Directors and the new election of two (2) Directors.
The candidates for Directors are as follows:
No.
1

Name
Katsuhiko Tokita

2

Toshinori Nakamura

3

Junichi Yamada

4
5
6

Katsuo Oguri
Yasuhiro Fukuda
Mitsuhaya Suzuki

Current position and responsibilities in the Company
Representative Director, President and CEO
Director, Senior Operating Officer and General Manager ofCorporate Management Division
Senior Operating Officer and General Manager of
Administration Headquarters
Director
Director
Director

7

Masahiro Sone

Director

8

Masahiro Goto

Director

9

Nobuko Kawashima

New election: New candidate for Director
Reelection: Candidate for reelection as Director
Outside: Candidate for Outside Director
Independent: Independent officer as provided for by the Tokyo Stock Exchange-4-

Attributes
Reelection
Reelection
New election
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1968

1

Number of theCompany’s shares
ownedJoined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
June 1992
Director of General Coordination Division,
Director-General’s Secretariat, Agency for
Natural Resources and Energy
July 1993
Vice-Governor of Kyoto Prefecture
July 1996
Director-General of Bureau of Equipment of
Defense Agency
June 1998
Director-General of Small and Medium
Enterprise Agency
Sept. 1999
Member of the Board of Japan National Oil
Corporation
Sept. 2002
Adviser of TOKAI CORPORATION
June 2003
Representative Director and Vice President of
TOKAI CORPORATION
June 2005
Representative Director and President of
TOKAI CORPORATION
June 2008
Representative Director and Vice Chairman of
TOKAI CORPORATION
Oct. 2009
Representative Director, Chairman and CEO of
Katsuhiko Tokita
TOKAI CORPORATION(April 6, 1945)
Apr. 2011
Representative Director, President and CEO ofReelection
the Company (present position)
370,030
Tenure as Director
Apr. 2011
Representative Director and President of
10 years and 3 months
TOKAI Communications Corporation
Attendance at meetings of the June 2011
Representative Director and Chairman ofBoard of Directors
TOKAI CORPORATION
12/12 (100%)
Apr. 2012
Representative Director and President of
TOKAI CORPORATION
Apr. 2012
Representative Director and Chairman of
TOKAI Cable Network Corporation (present
position)
Apr. 2012
Chairman of TOKAI (Shanghai) Trade &Commerce Co., Ltd.
Apr. 2013
Representative Director and Chairman of
TOKAI GAS CORPORATION (present
position)
Oct. 2013
Representative Director and Chairman of
TOKAI Management Service Corporation(present position)
Apr. 2016
Representative Director and Chairman of
TOKAI CORPORATION (present position)
Apr. 2018
Representative Director and Chairman of
TOKAI Communications Corporation (present
position)
Apr. 2021
Representative Director and Chairman of
TOKAI Venture Capital & Incubation
Corporation (present position)
Reasons, etc. for nomination as candidate for Director
Katsuhiko Tokita has served as Chief Executive Officer (CEO) of TOKAI CORPORATION since October 2009 and as
Representative Director, President and CEO of the Company since April 2011, and has abundant experience and trackrecord in the Group management. As we expect him to contribute to the further development of the Group, we havenominated him as a candidate to continue serving as a Director.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1993
Apr. 20092

3

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
General Manager of Corporate Accounting
Division of TOKAI Communications
Corporation
Apr. 2013
General Manager of Corporate Management
Division of the Company
Toshinori Nakamura
May 2018
In charge of Corporate Management Division(November 10, 1969)
and Corporate Accounting Division, andGeneral Manager of Corporate Accounting
Reelection
Division of the Company
9,085
Tenure as Director
Apr. 2019
Operating Officer, in charge of Corporate
2 years
Management Division and Corporate
Attendance at meetings of the
Accounting Division, and General Manager ofBoard of Directors
Corporate Accounting Division of the Company
12/12 (100%)
June 2019
Director and Operating Officer, in charge ofCorporate Management Division and Corporate
Accounting Division, and General Manager ofCorporate Accounting Division of the Company
Apr. 2020
Director, Senior Operating Officer and General
Manager of Corporate Management Division of
the Company (present position)
Reasons, etc. for nomination as candidate for Director
Toshinori Nakamura has served as a person in charge of Corporate Management Division and Corporate Accounting
Division, and as General Manager of the Corporate Management Division and other positions of the Company, and hasabundant experience and track record in the Group operations. As we expect him to contribute to the further
development of the Group, we have nominated him as a candidate to continue serving as a Director.
Apr. 1986
Joined TOKAI CORPORATION
Apr. 2006
General Manager of Human Resources
Division of TOKAI CORPORATION
Apr. 2011
Operating Officer and General Manager of
Human Resources Division of the Company
Junichi Yamada
Apr. 2012
Operating Officer and General Manager of(June 8, 1963)
Human Resources Planning Division of theCompany
New election
Apr. 2016
Operating Officer, in charge of Human
12,177
Tenure as Director
Resources Planning Division and Human- years
Resources Recruitment and Training Office ofAttendance at meetings of thethe Company
Board of Directors
Apr. 2017
Senior Operating Officer and Deputy General-/- ( - %)Manager of Administration Headquarters of theCompany
Apr. 2020
Senior Operating Officer and General Manager
of Administration Headquarters of theCompany (present position)
Reasons, etc. for nomination as candidate for Director
Junichi Yamada has served as a person in charge of Human Resources Planning Division and Human Resources
Recruitment and Training Office, and as General Manager of Administration Headquarters Division and other positionsof the Company, and has abundant experience and track record in the Group operations. As we expect him to contributeto the further development of the Group, we have nominated him as a candidate to serve as a Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
June 1995

4

5

Number of theCompany’s shares
ownedJoined TOKAI CORPORATIONHead of Chuen Branch of TOKAICORPORATION
June 2008
Operating Officer of TOKAI CORPORATION
Apr. 2011
Managing Director of TOKAI CORPORATION
Apr. 2015
Representative Director and Vice President of
Katsuo Oguri
TOKAI CORPORATION(February 10, 1959)
Apr. 2015
Executive Operating Officer of the Company
Apr. 2015
Representative Director and Chairman of
Reelection
Energy Line Corporation (present position)
42,550Tenure as Director
Apr. 2015
Representative Director and President of
6 years
JOYNET Co., Ltd. (present position)
Attendance at meetings of theJune 2015
Director of the Company (present position)
Board of Directors
Apr.
2016
Representative Director and President of
12/12 (100%)TOKAI CORPORATION (present position)
Sept. 2019
Representative Director and Chairman of
Nissan Tri Star Construction, Inc. (present
position)
Apr. 2021
Representative Director and Chairman of
Marco Polo Inc. (present position)
Reasons, etc. for nomination as candidate for Director
Katsuo Oguri has served as Representative Director of TOKAI CORPORATION, our group company. As we expect
him to provide advice on the Group’s business from the professional perspectives, we have nominated him as a
candidate to continue serving as a Director.
Apr. 1980
Joined TOKAI CORPORATION
Jan. 2001
Director of Tokai Broadband Communications
Co., Ltd.
Oct. 2005
Managing Director of TOKAI Communications
Corporation
Yasuhiro Fukuda
June 2008
Executive Director of TOKAI Communications(December 25, 1957)
Corporation
Reelection
June 2010
Representative Director and Executive Officer
83,402
Tenure as Directorof TOKAI Communications Corporation
10 years and 3 months
Apr. 2011
Representative Director and Vice President ofAttendance at meetings of the
TOKAI Communications Corporation
Board of Directors
Apr. 2011
Director of the Company (present position)
12/12 (100%)
Apr. 2013
Representative Director and President of
TOKAI Cable Network Corporation
Apr. 2018
Representative Director and President of
TOKAI Communications Corporation (present
position)
Reasons, etc. for nomination as candidate for Director
Yasuhiro Fukuda has served as Representative Director of TOKAI Communications Corporation, our group company.
As we expect him to provide advice on the Group’s business from the professional perspectives, we have nominatedhim as a candidate to continue serving as a Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1983
May 2008

6

7

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
General Manager of Security Net Business
Division of TOKAI CORPORATION
June 2008
Operating Officer and General Manager ofSecurity Net Business Division of TOKAICORPORATION
Sept. 2010
Operating Officer and in charge of New
Mitsuhaya Suzuki
Business Development Division of TOKAI(August 21, 1957)
CORPORATION
Apr. 2011
Director, Senior Operating Officer and in
Reelection
charge of New Business Development Division
24,552
Tenure as Directorof the Company
10 years and 3 months
Apr. 2012
Director, Senior Operating Officer and in
Attendance at meetings of thecharge of overseas business of the Company
Board of Directors
Apr. 2012
Director of TOKAI (Shanghai) Trade &12/12 (100%)Commerce Co., Ltd.
Apr. 2014
Director of the Company (present position)
May 2015
Representative Director and Vice President of
TOKAI Communications Corporation
Apr. 2018
Representative Director and President of
TOKAI Cable Network Corporation (present
position)
Reasons, etc. for nomination as candidate for Director
Mitsuhaya Suzuki has served as Representative Director of TOKAI Cable Network Corporation, our group company.
As we expect him to provide advice on the Group’s business from the professional perspectives, we have nominatedhim as a candidate to continue serving as a Director.
Apr. 1964
Joined Fuji Television Network, Inc.
Masahiro Sone
June 1995
Director of Fuji Television Network, Inc.
(July 27, 1940)
June 1998
Executive Director of Shizuoka TelecastingCo., Ltd.
Reelection
June 2005
Representative Director and President of
OutsideShizuoka Telecasting Co., Ltd.
0
Independent
June 2009
Representative Director and Chairman of
Tenure as Director
Shizuoka Telecasting Co., Ltd.
8 years
June 2011
Director and Corporate Counselor of Shizuoka
Attendance at meetings of theTelecasting Co., Ltd.
Board of Directors
June
2013
Outside Director of the Company (present
12/12 (100%)
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Masahiro Sone participates in decision making from a fair and neutral standpoint as an Outside Director and provides
appropriate guidance and advice regarding management. Moreover, he has served as Representative Director of
Shizuoka Telecasting Co., Ltd. and has abundant experience and deep insight related to corporate management. As
such, we judge that he will reflect his experience and insight in regard to the management of the Group, and we havenominated him as a candidate to continue serving as an Outside Director.
If he is elected as an Outside Director, we expect him to provide advice, etc. for increasing corporate value based on his
own insight regarding management policy and strategy from a perspective of corporate management.

-8-

Name
(Date of birth)

No.

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1976
Nov. 2002
June 2003

8

9

Notes:

1.
2.
3.
4.
5.

6.

Number of theCompany’s shares
ownedJoined Shizuoka Bank, Ltd.
Executive Officer of Shizuoka Bank, Ltd.
Senior Executive Officer of Shizuoka Bank,Ltd.
Masahiro Goto
June 2007
Director and Senior Executive Officer of(July 7, 1952)
Shizuoka Bank, Ltd.
June 2010
Representative Director and Senior Managing
Reelection
Executive Officer of Shizuoka Bank, Ltd.
OutsideJune 2012
Representative Director and Vice President of0
Independent
Shizuoka Bank, Ltd.
Tenure as Director
June 2015
Director of Shizuoka Bank, Ltd.
3 years
June 2015
Representative Director and Chairman ofAttendance at meetings of the
SHIZUGIN BUSINESS CREATE CO., LTD.
Board of Directors
June 2015
Representative Director and Chairman of
12/12 (100%)SHIZUGIN GENERAL SERVICE CO., LTD.
June 2018
Outside Director of the Company (present
position)Jan. 2019
Director of Goto Kikaku, Ltd. (present position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Masahiro Goto participates in decision making from a fair and neutral standpoint as an Outside Director and provides
appropriate guidance and advice regarding management. Moreover, he has served as Representative Director of
Shizuoka Bank, Ltd. and as the Representative Director of the bank’s Group companies, and therefore has abundant
experience and deep insight related to corporate management. As such, we judge that he will reflect his experience andinsight in regard to the management of the Group, and we have nominated him as a candidate to continue serving as an
Outside Director.
If he is elected as an Outside Director, we expect him to provide advice, etc. for increasing corporate value based on his
own insight regarding management policy and strategy from a perspective of corporate management.
Apr. 1986
Joined The Long-Term Credit Bank of Japan,
Nobuko Kawashima
Limited(October 27, 1962)
Sept. 1987
Joined Dentsu InstituteSept. 1995
Research Fellow at Cultural Policy Research
New election
Center of University of Warwick, UK
Outside0
Independent
Apr. 1999
Full-time Lecturer at Faculty of Economics,
Tenure as Director
Doshisha University- years
Apr. 2004
Professor at Faculty of Economics, Doshisha
Attendance at meetings of the
University (present position)
Board of Directors
June 2016
External Director of Takara Bio Inc. (present-/- ( - %)position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Nobuko Kawashima has served as a professor of Doshisha University Faculty of Economics and has expert academic
knowledge. We judge that she will participate in decision making from a fair and neutral standpoint as an Outside
Director and provide appropriate guidance and advice regarding management, and we have therefore nominated her as a
candidate for Outside Director.
If she is elected as an Outside Director, we expect her to provide advice, etc. for increasing corporate value based on her
own insight regarding management policy and strategy from the perspective of a university professor.
Masahiro Sone, Masahiro Goto and Nobuko Kawashima are candidates for Outside Director.
There is no special interest between any of the candidates and the Company.
Masahiro Sone currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary General
Meeting of Shareholders, he will have served as Outside Director for eight (8) years.
Masahiro Goto currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary General
Meeting of Shareholders, he will have served as Outside Director for three (3) years.
The Company has designated and registered Masahiro Sone and Masahiro Goto as Independent Officers as stipulated by
the Tokyo Stock Exchange. If their election is approved, the Company plans for their designation as Independent Officers
to continue.
The Company judges there to be no concerns regarding the independence of Nobuko Kawashima. If her election isapproved, the Company plans to designate her as an Independent Office as stipulated by the Tokyo Stock Exchange.

-9-7. The Company has entered into a directors and officers liability insurance policy as provided by Article 430-3, paragraph
1 of the Companies Act with an insurance company. The policy covers losses that may arise in cases where the insured,
which includes Directors of the Company, assumes liability incurred in the course of the performance of their duties orclaims pertaining to the pursuit of such liability. If each candidate is elected and assumes office as Director, they will be
included within the insureds under this insurance policy. Moreover, when the policy is renewed, the Company plans torenew the policy with the same terms.
8. Nobuko Kawashima is the name that Ms. Kawashima uses professionally. We have used the same name, as it is widely
known. However, her name in her family register is Nobuko Yokoyama.

- 10 -

Proposal 3:

Authorization for the Board of Directors of the Company to determine offering terms for shareacquisition rights as stock options

Based on the provisions of Article 236, Article 238 and Article 239 of the Companies Act, we request approval toauthorization for the Board of Directors of the Company to determine regarding offering terms for the shareacquisition rights that are issued without contribution as stock options to employees of the Company and to Directors
and employees of subsidiaries of the Company in accordance with the following procedure.
I.

Reason for the need to solicit subscribers for share acquisition rights based on particularly favorable terms
As part of programs commemorating the 10th anniversary of the TOKAI Group becoming a holding company,
for purposes including providing further incentive and motivation to improve the performance of the Groupand to increase corporate value, the Company intends to issue share acquisition rights without contribution as
stock options to employees of the Company and to Directors and employees of subsidiaries of the Company.

II.

Upper limit on the number of share acquisition rights for which offering terms may be determined, and needfor payment, based on the matters resolved at this General Meeting of Shareholders
1. Upper limit on the number of share acquisition rights for which offering terms may be determined basedon this authorization
The upper limit for share acquisition rights with details as prescribed in III below shall be 11,500.
The upper limit on the number of shares to be granted by exercise of share acquisition rights shall be
1,150,000 common shares of the Company. In the event that the number of shares to be granted (defined
below) is adjusted as prescribed in III-1 below, the upper limit of the number of shares shall be the number
obtained by multiplying the number of granted shares after adjustment by the maximum number of shareacquisition rights as provided above.
2. Monetary payment shall not be required for the share acquisition rights for which offering terms may be
determined based on this authorization.

III.

Details of share acquisition rights for which offering terms may be determined based on the matters resolved
at this General Meeting of Shareholders
1. Class and number of shares to be granted upon exercise of share acquisition rights
The class of shares to be granted upon exercise of share acquisition rights shall be common shares of theCompany. The number of shares to be granted upon each exercise of share acquisition rights (hereinafter,“number of granted shares”) shall be 100 shares.
However, in the event that the Company carries out a share split of common shares of the Company(including allotment of common shares of the Company without contribution; the same apply hereinafterin relation to share splits) or a consolidation of shares after the conclusion of this General Meeting of
Shareholders, the number of granted shares shall be adjusted according to the following formula. Any
fractions less than one share resulting from this adjustment shall be rounded down.
Number of granted shares after adjustment = Number of granted shares before adjustment × Ratio of theshare split or consolidation
The date on which the number of granted shares after adjustment takes effect shall be as prescribed in 3(2)-(i). In addition to the above, in the event that the Company carries out a merger or company split after
the conclusion of this General Meeting of Shareholders, or if adjustment of the number of granted sharesis necessary for another equivalent reason, the Company may adjust the number of granted shares
appropriately within a reasonable range.
When adjusting the number of granted shares, the Company shall provide notification or announcement of
the necessary matters to the owners of share acquisition rights who are listed in the registry of shareacquisition rights (hereafter, “share acquisition right holders”) by the day preceding the day on which theadjusted number of granted shares takes effect. However if it is not possible to provide notification or
announcement by the day preceding the day on which the adjusted number of granted shares takes effect,
notification or announcement shall be provided promptly afterwards.

- 11 -

2. Amount of property to be contributed upon exercise of share acquisition rights
The amount of property to be contributed upon exercise of share acquisition rights shall be the amount of
the paid-in amount for one share which may be acquired by exercise of the corresponding share acquisitionright (hereinafter, “exercise price”) multiplied by the number of granted shares.
The exercise price shall be the average value of the closing price for ordinary transactions of the Company’scommon shares on the Tokyo Stock Exchange (hereinafter, “closing price”) on all days of the month(excepting days when no trades occur) preceding the month containing the day on which share acquisitionrights are allocated (hereinafter, “allotment date”) multiplied by 1.05 (fractions of yen are rounded up), or
it shall be the closing price on the record day (if there is no closing price on the record day, then the closing
price on the most recent trading day preceding the record day), whichever of the above two prices is higher.
However, the exercise price shall be subject to the adjustment prescribed in 3 below.
3. Adjustment of the exercise price(1) In the event that the Company carries out either (i) or (ii) below in regard to common shares of theCompany on or after the allotment date, it shall adjust the exercise price using the corresponding
formula below (hereafter, “exercise price adjustment formula”), and shall round up any fractions lessthan one yen resulting from the adjustment.
(i) The Company carries out a share split or consolidation
Exercise price after
adjustment(ii)=

Exercise price before
adjustment

1
Ratio of the share split orconsolidation

The Company issues new shares at a price that is below the market value or disposes of treasury
shares (excepting cases of securities conversion involving securities which are converted or
may be converted to common shares of the Company, or cases resulting from the exercise ofshare acquisition rights (including those attached to bonds payable which include shareacquisition rights) which may claim acquisition of common shares of the Company after theCompany sells treasury shares based on the provisions of Article 194 of the Companies Act(demand for the sale of shares less than one unit by a holder of shares less than one unit))

Exercise price
Exercise priceafter=
before×
adjustment
adjustment

Number of sharesalready issued+

Number of shares
newly issued

×Paid-in amount per
share

Market value

Number of shares already issued + Number of shares newly issued

i

(2)

×

The “market value” used in the exercise price adjustment formula shall be the averagevalue of the closing price (including indicative prices; same below) for 30 trading days
(excluding days when there is no closing price) starting from the 45th trading day prior
to the “effective date of the adjusted exercise price” (hereinafter, “effective date”) that isprescribed below in (2). The “average value” shall be calculated with the second decimal
place of values less than a whole yen rounded to one decimal place.
ii
The “number of shares already issued” used in the exercise price adjustment formula shallbe the record date when a record date exists. When a record date does not exist, thisnumber shall be the total number of ordinary shares issued by the Company on the date
one month prior to the effective date minus the number of ordinary shares of the Company
that are held by the Company as treasury shares.
iii In the event that the Company disposes of treasury shares, then “number of shares newly
issued” in the exercise price adjustment formula shall be replaced by “number of treasury
shares to be disposed of.”The date on which the exercise price after adjustment becomes effective shall be decided as shown
below.
(i) When adjustment is performed as described in (1)-(i) above, then in the case of a share split,
the exercise price after adjustment shall take effect on or after the day following the record date
for that share split (or the date when the share split takes effect if there is no record date). In the- 12 -

case of a share consolidation, it shall be on or after the date when the share consolidation takes
effect. However if a share split is carried out when a proposal to reduce the amount of surplus
and increase share capital or reserves has been approved at the Company’s General Meeting of
Shareholders, and if the record date for that share split is on or before the conclusion date ofthat General Meeting of Shareholders, the exercise price after adjustment shall be applied
retroactively to the day following that record date beginning from the day following theconclusion date of that General Meeting of Shareholders.
In the case prescribed in the preceding exception, the number of ordinary shares of theCompany provided to a share acquisition right holder who exercised share acquisition rights
between the day following the share split record date and the conclusion date of the General
Meeting of Shareholders (with the number of shares that may be acquired by exercise of therelated share acquisition rights hereinafter referred to as “pre-split exercise number of shares”)
shall be adjusted using the following formula. Any fractions less than one share resulting fromthis adjustment shall be rounded down.
Number ofshares newly
issued=(Exercise pricebefore adjustment-

Exercise price after
adjustment)

5.

6.

7.

Pre-split exercise
number of shares

Exercise price after adjustment

(ii)

4.

×

When adjustment is performed as described in (1)-(ii) above, then the exercise price after
adjustment shall apply beginning from the day following the payment date (or when a payment
period is prescribed, the final day of that payment period) for that issue or disposal (onbeginning from the day following the record date when a record date exists).
(3) In addition to the cases prescribed in (1)-(i) and (ii) above, when adjustment of the exercise price isnecessary in cases such as when shares of another type are allocated without contribution to an
ordinary shareholder or when shares of another company are provided as dividends to an ordinary
shareholder, the Company shall be permitted to adjust the exercise price within a reasonable range
with consideration for the terms and other matters applying to that allotment, provision as dividendor equivalent act on or after the allotment date.
(4) When adjusting the exercise price, the Company shall provide notification or announcement of thenecessary matters to the share acquisition right holders by the day before the effective date. However,
if it is not possible to provide notification or announcement by the day preceding the day on which
the adjusted exercise price takes effect, notification or announcement shall be provided promptly
afterwards.
Exercise period of share acquisition rights
The period shall be five years beginning from the date when two years have passed following the allotment
date.
Matters related to the increased share capital and legal capital surplus resulting from the issue of shares
upon the exercise of share acquisition rights(1) The amount of increased share capital resulting from the issue of shares upon the exercise of shareacquisition rights shall be one half of the share capital increase limit that is calculated as prescribedin Article 17, paragraph 1 of the Regulation on Corporate Accounting. Any fractions less than one
yen in the calculated result shall be rounded up to the next whole yen.
(2) The amount of increased legal capital surplus resulting from the issue of shares upon the exercise ofshare acquisition rights shall be the share capital increase limit in (1) above minus the amount of
increased share capital as determined in (1) above.
Restrictions on acquisition of share acquisition rights by transfer
Acquisition of share acquisition rights by transfer requires approval by a resolution of the Company’s
Board of Directors.
Terms for acquisition of share acquisition rights
In the event that the proposal in (1), (2), (3), (4) or (5) below was approved at the Company’s General
Meeting of Shareholders (or, if a resolution by the General Meeting of Shareholders is not required, whena resolution was adopted by the Company’s Board of Directors), the Company may acquire shareacquisition rights with no contribution on the date which is decided separately by the Board of Directors.
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(1)(2)

Proposal for approval of a merger agreement in which the Company is the absorbed corporation
Proposal for approval of a company-split agreement or company-split plan in which the Company is
the split corporation(3) Proposal for approval of a share swap agreement or share transfer plan in which the Company
becomes a wholly-owned subsidiary(4) Proposal for approval of a change to the articles of incorporation to establish that approval by theCompany is required for acquisition by transfer of all shares issued by the Company(5) Proposal for approval of a change to the articles of incorporation to establish that approval by theCompany is required for acquisition by transfer of the type of shares to be issued upon exercise ofshare acquisition rights, or that the Company shall acquire all of that type of shares by means of aresolution at the Company’s General Meeting of Shareholders
8. Policy for decisions related to provision of share acquisition rights for a reorganized company whenreorganization occurs
In the event that the Company carries out a merger (limited to cases when the Company is absorbed as aresult of the merger), absorption-type split or incorporation-type split (limited to cases when the Company
is the split company) or share swap or share transfer (limited to cases when the Company becomes awholly-owned subsidiary) (the above events are hereafter collectively referred to as “acts ofreorganization”), then in each case the Company shall provide share acquisition rights of the stock company
prescribed in (a) through (e) under Article 236, paragraph 1, item 8 of the Companies Act (hereafter,“reorganized company”) to the share acquisition right holders who own the remaining share acquisitionrights (hereafter referred to as “remaining share acquisition rights”) immediately before the date on which
the acts of reorganization take effect (date on which the absorption-type merger takes effect in the case ofan absorption-type merger, date on which the newly incorporated company is established in the case of anincorporation-type merger, date on which the absorption-type split takes effect in the event of anabsorption-type split, date on which the newly incorporated company is established in the case of anincorporation-type split, date on which the share swap takes effect in the case of a share swap, or the dateon which the wholly-owning parent company is established by share transfer in the case of a share transfer;
same below). However, the above requires that the provision of share acquisition rights of the reorganizedcompany be prescribed as enumerated below in an absorption-type merger agreement, incorporation-typemerger agreement, absorption-type split agreement, incorporation-type split plan, share swap agreement orshare transfer plan.
(1) Number of provided share acquisition rights of the reorganized company
The number provided shall be the same as the number of remaining share acquisition rights owned
by each share acquisition right holder.
(2) Class of shares of the reorganized company to be issued upon exercise of share acquisition rights
The shares shall be common shares of the reorganized company.
(3) Number of shares of the reorganized company to be issued upon exercise of share acquisition rights
The number shall be decided as prescribed in 1 above with consideration for the terms and othermatters relating to the acts of reorganization.
(4) Amount of property to be contributed upon exercise of share acquisition rights
The amount of property to be contributed upon exercise of the provided share acquisition rights shallbe the value of the post-reorganization exercise price resulting from adjustment of the exercise priceas prescribed in 2 above with consideration for the terms and other matters relating to the acts ofreorganization, multiplied by the number of shares of the reorganized company to be issued upon
exercise of share acquisition rights that is decided as prescribed in (3) above.
(5) Exercise period of share acquisition rights
The period shall start from either the start date of the period when exercise of share acquisition rights
is permitted as prescribed in 4 above, or the date on which the acts of reorganization take effect,
whichever of the above two dates is later, and the period shall end on the final day of the period when
exercise of share acquisition rights is permitted as prescribed in 4 above.
(6) Matters related to the increased share capital and legal capital surplus resulting from the issue ofshares upon the exercise of share acquisition rights
Shall be decided as prescribed in 5 above.

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(7)Restrictions on acquisition of share acquisition rights by transfer
Acquisition of share acquisition rights by transfer requires approval by a resolution of the reorganizedcompany’s Board of Directors.
(8) Terms for acquisition of share acquisition rights
Shall be decided as prescribed in 7 above.
(9) Other terms applying to the exercise of share acquisition rights
Shall be decided as prescribed in 10 below.
9. Treatment of fractions less than one share resulting from the exercise of share acquisition rights
When fractions less than one share occur in the number of shares to be provided to the share acquisitionright holder resulting from the exercise of share acquisition rights, the fractions shall be rounded down.
10. Other terms applying to the exercise of share acquisition rights
In the event that the share acquisition right holder gives up the share acquisition rights, then those shareacquisition rights cannot be exercised.

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