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: 8281
Date of mailing: June 13, 2023
Start date of measures for electronic provision: June 6, 2023
To our shareholders:Tomoyoshi Morohashi
President
XEBIO HOLDINGS CO., LTD.
3-7-35 Asahi, Koriyama-shi, Fukushima

NOTICE OF THE 51ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 51st Ordinary General Meeting of Shareholders of XEBIO HOLDINGS CO., LTD.
(the “Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationthat constitutes the content of reference documents for the General Meeting of Shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.xebio.co.jp/ja/ir/general-meeting.html (in Japanese)
Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/8281/teiji/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website above, enter “XEBIO HOLDINGS” in “Issue name (company name)” or the Company’s
securities code “8281” in “Code,” and click “Search.” Then, click “Basic information” and select “Documents for
public inspection/PR information.” Click “[Notice of General Shareholders Meeting /Informational Materials for a
General Shareholders Meeting]”) under “Documents for public inspection” to view the information.
Shareholders who are not attending this Meeting in person may exercise their voting rights in advance via theInternet or in writing (postal mail) and they are kindly requested to do so by 5:00 p.m. on Wednesday, June 28,2023 (Japan Standard Time), after reviewing the Reference Documents for the General Meeting of Shareholders.

Exercise of Voting Rights via the Internet
Please access the website designated by the Company for the exercise of voting rights (https://www.tosyodai54.net),input the voting code and password stated on the voting form enclosed with this notice, follow the on-screen
instructions and enter your approval or disapproval of the proposals by the deadline for voting indicated above.
When exercising voting rights via the Internet, please review “Information on Voting via the Internet” described
below.
Exercise of Voting Rights in Writing (via Postal Mail)
Please indicate your approval or disapproval of the proposals on the voting form and return it so that it is received
by the deadline for voting indicated above.

-1-1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Koriyama View Hotel Annex, 4th Floor
10-10 Nakamachi, Koriyama-shi, Fukushima
3. Purposes:
Items to be reported:
Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 51st
fiscal year (from April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
Items to be resolved:
Proposal 1:
Election of six (6) Directors
Proposal 2:
Election of one (1) Audit & Supervisory Board Member
Proposal 3:
Issuance of stock acquisition rights as stock options
4. Items Decided Prior to the Convocation of the Ordinary General Meeting of Shareholders:(1) In case that there is no indication of approval or disapproval for the proposals on the returned voting form
when exercising voting in writing (postal mail), the vote will be regarded as having indicated approval forthe proposals made by the Company.
(2) In case the voting right is exercised multiple times via the Internet, the last vote will be deemed to be theeffective vote.
(3) In case the voting rights are exercised in duplicate via the Internet or in writing, exercise of voting rights
on the Internet will be deemed to be the effective vote regardless of the date and time of arrival of the vote.

- When attending this Meeting in person, please present the voting form at the venue reception.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the Company’s website, the website for posted informational materials for the
General Meeting of Shareholders, and the TSE website.
- Paper-based documents stating matters subject to measures for electronic provision will be sent to all shareholders regardless ofwhether or not delivery of paper-based documents has been requested for this General Meeting of Shareholders. However, thefollowing matters have been excluded in accordance with relevant laws and regulations and the provisions of Article 15 of the
Articles of Incorporation of the Company.
(1) Information on the Stock Acquisition Rights, etc. of the Business Report(2) Company Structure and Policies of the Business Report(3) Consolidated Statement of Changes in Equity(4) Notes to Consolidated Financial Statements(5) Non-Consolidated Statement of Changes in Equity(6) Notes to Non-Consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements stated in thedelivered documents are one part of the documents that the Accounting Auditor and Audit & Supervisory Board Members audited
when preparing the audit reports.

-2-

Dividend from surplus
The Company, in accordance with Article 459 of the Companies Act, has stipulated that dividends from surplus canbe distributed by a resolution of the Board of Directors in Article 38 of its Articles of Incorporation.
As for year-end dividend for the fiscal year under review, the Board of Directors, at its meeting held on April 18,
2023, resolved to pay dividend from surplus as described below.
1.

2.

Matters concerning allotment of dividend assets to shareholders and the total amount thereof
15 yen per share of common stock
Total amount of dividends: 663,160,740 yen(This would result in an annual dividend of 30 yen per share along with the interim dividend of 15 yen per
share paid on December 12, 2022.)
Effective date of the dividend payment from surplus
Wednesday, June 14, 2023

-3-

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

Election of six (6) Directors

At the conclusion of this Meeting, the terms of office of all current six (6) Directors will expire.
Therefore, the Company proposes the election of six (6) Directors.
The candidates for Director are as follows:
No.

Name

Career Summary, Significant Positions Concurrently Held

(Date of birth)

Position and Responsibilities in the Company
Dec. 1994

Joined the Company

May 2000

Corporate Officer, Deputy General Manager,

Number ofCompany’s
Shares HeldSports Business Department, Sales Divisionof the Company
June 2000

1

Manager, Sports Business Department, Sales
Division of the Company

Tomoyoshi Morohashi(August 28, 1964)

Director, Corporate Officer, Deputy General

Oct. 2001

Director, General Manager, Sports Business

1,173,850
sharesDepartment of the Company
July 2002

Managing Director, Senior General Manager,
Sales Division of the Company

Feb. 2003

President of the Company (current)

Significant Positions Concurrently Held
President, XEBIO Co., Ltd.
Apr. 1974

Joined TOMEN Corporation

Apr. 2000

President, TOMEN Corporation, Shanghai

Apr. 2004

General Manager, Textile Materials Division,
TOMEN Corporation

2

Takeshi Kitazawa

Jan. 2005

General Manager, Textile Raw Materials
Division, TOMEN Corporation

Apr. 2008

Corporate Officer, General Manager, Human(November 4, 1950)

Resources Development Division, Assistant
to Executive Officer in charge of Personnel
Affairs of the Company
June 2008

Director of the Company (current)

Significant Positions Concurrently Held
Auditor, Cross Tech Sports Co., Ltd.
Auditor, Golf Partner Korea Co., Ltd.

-4-0 shares

No.

Name
(Date of birth)

Career Summary, Significant Positions Concurrently Held
Position and Responsibilities in the Company
Apr. 1967

Joined the Industrial Bank of Japan, Limited

June 1993

Manager, Los Angeles Branch, the Industrial
Bank of Japan, Limited

June 1996

Standing Auditor, the Industrial Bank of

Number ofCompany’s
Shares Held

Japan, Limited

3

Masatake Yashiro(December 11, 1943)

June 1999

Managing Director, the Industrial Bank ofJapan, Limited

Apr. 2002

Deputy President, UC Card Co., Ltd.

June 2004

Standing Corporate Auditor, Fuji Heavy

0 sharesIndustries, Ltd.
June 2006

Outside Director of the Company (current)

Significant Positions Concurrently Held
Not applicable
Apr. 1997

Registered as attorney at law (Daini Tokyo
Bar Association)

Apr. 1997

Joined Mori Sogo Law Offices (current Mori
Hamada & Matsumoto)4

Gaku Ishiwata(November 16, 1970)

June 2008

Outside Director of the Company (current)

Significant Positions Concurrently Held

0 shares

Attorney at law
Partner, Mori Hamada & Matsumoto
Visiting Professor, The University of Tokyo Graduate School
for Law and Politics
Apr. 1974

Joined Ajinomoto Co., Inc.

July 2001

President, Ajinomoto Vietnam Co., Ltd.

June 2005

Executive Officer, General Manager, Human
Resources Dept., Ajinomoto Co., Inc.

5

Tamotsu Iwamoto(September 25, 1950)

June 2009

Director, Vice President, Ajinomoto Co., Inc.

June 2011

Director, Senior Vice President, AjinomotoCo., Inc.

June 2015

Representative Director, Executive Vice
President, Ajinomoto Co., Inc.

June 2017

Senior Advisor, Ajinomoto Co., Inc.

June 2021

Outside Director of the Company (current)

Significant Positions Concurrently Held
Director, Shimizu Corporation-5-

1,000 shares

No.

Name
(Date of birth)

Career Summary, Significant Positions Concurrently Held
Position and Responsibilities in the Company
Apr. 2001

Joined Future System Consulting Corp.

Jan. 2010

Manager, Future Architect, Inc.

Jan. 2011

Second and First Secretary, Embassy ofJapan in Denmark, on secondment from the

Number ofCompany’s
Shares Held

Ministry of Foreign Affairs

6

Tomoko Sumida(January 22, 1974)

June 2015

Founding Managing Director, H3, Inc.
(current)

Apr. 2016

Vice President, Future Corporation (current)

Apr. 2017

Director, CodeCamp Co., Ltd. (current)

Dec. 2018

Director, LaiBlitz, Inc. (current)

July 2019

Director, International Foundation for

0 shares

Information Technology (current)
Oct. 2019

Director, Global Ichiba Corporation (current)

Nov. 2022

Senior Expert, Digital Agency (current)

Significant Positions Concurrently Held
Vice President, Future Corporation
Senior Expert, Digital Agency
Notes:

1. There is no special interest between any of the director candidates and the Company.
2. Mr. Masatake Yashiro, Mr. Gaku Ishiwata, Mr. Tamotsu Iwamoto, and Ms. Tomoko Sumida are candidates for
Outside Director.
The Company has notified the Tokyo Stock Exchange that Mr. Masatake Yashiro, Mr. Tamotsu Iwamoto and Ms.
Tomoko Sumida are independent directors who are not likely to cause conflict of interest with general shareholders as
mandated by the exchange.
3. Reasons for nomination as candidate for Director and expected roles
Mr. Tomoyoshi Morohashi has extensive experience and broad insight as a corporate manager. The Company expects
that his experience in various operations within the Company, along with the leadership he has demonstrated as the
President of the Company, will enable him to play an adequate role in making decisions on important matters andsupervising the execution of duties of the Company and its subsidiaries (the “Group”). The term of office for Mr.
Tomoyoshi Morohashi as President of the Company will be twenty (20) years at the conclusion of this Ordinary
General Meeting of Shareholders.
Mr. Takeshi Kitazawa has broad insight gained from his experience at a trading company and has experience ascorporate officer in charge of personnel affairs reform and human resources development at the Company. The
Company expects him to play an adequate role in making decisions on important matters and supervising theexecution of duties of the Group. The term of office for Mr. Takeshi Kitazawa as Director of the Company will be
fifteen (15) years at the conclusion of this Ordinary General Meeting of Shareholders.
Mr. Masatake Yashiro has broad insight gained from his experience at a bank, and the Company expects him toleverage the knowledge and experience he has gained to date in the financial affairs of the Company. The term ofoffice for Masatake Yashiro as Outside Director of the Company will be seventeen (17) years at the conclusion of thisOrdinary General Meeting of Shareholders.
Mr. Gaku Ishiwata is a licensed attorney, and the Company expects him to leverage the knowledge and experience hehas gained to date in the legal affairs of the Company, primarily in internal control. He has never been involved in the
management of a company other than as an outside director. However, the Company judges that he will be able toperform his duties as an Outside Director appropriately based on the above reasons. The term of office for Mr. Gaku
Ishiwata as Outside Director of the Company will be fifteen (15) years at the conclusion of this Ordinary General
Meeting of Shareholders.
Mr. Tamotsu Iwamoto has extensive experience and broad knowledge as a corporate manager, based on which theCompany expects him to fulfill the roles and responsibilities expected of an Outside Director including supervision of-6-management and providing advice on overall management. The term of office for Mr. Tamotsu Iwamoto as Outside
Director of the Company will be two (2) years at the conclusion of this Ordinary General Meeting of Shareholders.
Ms. Tomoko Sumida has extensive experience and broad knowledge as a corporate officer, based on which theCompany expects her to fulfill the roles and responsibilities expected of an Outside Director, such as a high level of
insight related to the field of IT. Ms. Tomoko Sumida is being newly nominated as a candidate for Outside Director.
4. Limited Liability Agreement with Outside Directors
To allow the Company to attract effective personnel as Outside Directors, the Company’s Articles of Incorporation
provide that the Company may conclude an agreement with its Directors (excluding those who are executive directors,etc.) to limit their liabilities for damages to the Company within a certain range. Based on this provision, theCompany has concluded the said limited liability agreements with Mr. Masatake Yashiro, Mr. Gaku Ishiwata, and Mr.
Tamotsu Iwamoto.
The outline of the agreement is as described below.
- If an Outside Director is liable for damages to the Company due to negligence of his or her duties, the liability shallbe limited to the minimum amount stipulated in laws and regulations.
- The above limitation of liability shall be limited to cases where the concerned Outside Director has performed his or
her duties in good faith and without gross negligence.
- If the reelection of Mr. Masatake Yashiro, Mr. Gaku Ishiwata, and Mr. Tamotsu Iwamoto and the election of Ms.
Tomoko Sumida are approved and adopted, the Company will conclude limited liability agreements with them.
5. Directors and Officers Liability Insurance Policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance policy will cover the compensation
for damages, legal fees, and other losses, which the insured party would otherwise have to bear, arising from claim fordamages brought by a shareholder, a third party, or others. If the candidates are elected and appointed as Directors,
they will become an insured of the said insurance policy. The Company plans to renew the insurance policy with thesame contents at the time of next renewal.

-7-

Proposal 2:

Election of one (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Mikio Koyano will expire at the conclusion of thisOrdinary General Meeting of Shareholders. Therefore, the Company proposes the election of one (1) Audit &Supervisory Board Member.
The proposal has been approved by the Audit & Supervisory Board.
Name

Career Summary, Significant Positions Concurrently Held

(Date of birth)

Positions in the Company
Apr. 1985

Joined Daiwa Securities Co. Ltd.

Aug. 1988

Registered as a certified public accountant

Aug. 1996

Resigned from Daiwa Securities Co. Ltd.

Sept. 1996

Established Koyano Certified Public

Number ofCompany’s
Shares Held

Accounting Office
June 2000
Mikio Koyano(June 20, 1961)

Audit & Supervisory Board Member(current)

Significant Positions Concurrently Held

0 shares

Certified public accountant
Representative, Koyano Certified Public Accounting Office
Representative, Koyano Certified Tax Accounting Office
External Auditor, Victoria, Inc.
Member of the Board, Audit & Supervisory Committee
Member, NSW Inc.
Notes:

1. There is no special interest between the candidate and the Company.
2. Audit & Supervisory Board Member candidate Mr. Mikio Koyano is a candidate for External Auditor.
3. Reasons for nomination as a candidate for External Auditor
Mr. Mikio Koyano has specialized knowledge and extensive experience as a certified public accountant. The
Company expects him to provide objective and accurate audits in both operational and accounting audits andtherefore proposes his election as an External Auditor. The term of office of Mr. Mikio Koyano as External Auditor of
the Company will be twenty-three (23) years at the conclusion of this Ordinary General Meeting of Shareholders.
4. Limited Liability Agreement with External Auditors
To allow the Company to attract effective personnel as External Auditors, the Company’s Articles of Incorporation
provide that the Company may conclude an agreement with its External Auditor to limit their liabilities for damages
to the Company within a certain range. Based on this provision, the Company has concluded the said limited liability
agreement with Mr. Mikio Koyano, who is a candidate for External Auditor.
The outline of the agreement is as described below.
- If an External Auditor is liable for damages to the Company due to negligence of his or her duties, the liability shallbe limited to the minimum amount stipulated in laws and regulations.
- The above limitation of liability shall be limited to cases where the concerned External Auditor has performed his or
her duties in good faith and without gross negligence.
If the reelection of Mr. Mikio Koyano is approved and adopted, the Company will conclude a limited liability
agreement with him.
5. Directors and Officers Liability Insurance Policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance policy will cover the compensation
for damages, legal fees, and other losses, which the insured party would otherwise have to bear, arising from claim fordamages brought by a shareholder, a third party, or others. If the reelection of Mr. Mikio Koyano is approved andadopted, he will become an insured of the said insurance policy. The Company plans to renew the insurance policy
with the same contents at the time of next renewal.

-8-Proposal 3:

Issuance of stock acquisition rights as stock options

This proposal seeks approval for the issuance of stock acquisition rights under preferential terms to Directors,
Corporate Officers, and employees of the Company and its consolidated subsidiaries and to delegate thedetermination of the terms and conditions of the offer thereof to the Board of Directors of the Company pursuant to
the provisions of Articles 236, 238 and 239 of the Companies Act as described below.
The issuance of the said stock acquisition rights to Directors of the Company falls under non-monetarycompensation to Directors and the amount has not been finalized. The proposal, therefore, seeks approval also forthe calculation method for the stock acquisition rights to be allotted as compensation.
The stock acquisition rights as stock options are aimed at enhancing motivation for improving the businessperformance of the Group and increasing its corporate value as well as boosting morale. The amount ofcompensation related to stock acquisition rights as stock options for Directors (excluding Outside Directors) shallbe determined based on the business performance and the status of execution of duties by them and the level of
their contribution, and is the product of the fair value per stock acquisition right on the grant date, as calculatedusing the Black-Scholes model, and the number of stock acquisition rights allotted.
Considering the above, the Company believes that the amount of compensation related to stock acquisition rights as
stock options, its specific contents, and the details of the compensation, etc. to Directors are appropriate.
If Proposal 1 is approved, the number of Directors of the Company eligible for the allotment of the said stockacquisition rights shall be two (excluding the four Outside Directors).
The details of the stock acquisition rights are as follows.
1. The reason why the Company needs to offer the stock acquisition rights under preferential terms
The stock acquisition rights will be issued according to the following guidelines with the aim of offering
incentives for improving the business performance of the Group, increasing corporate value, and boosting
management awareness with a focus on shareholders.
2. Guidelines for issuance of stock acquisition rights(1) Persons to whom stock acquisition rights will be granted
Directors, Corporate Officers, and employees of the Company and its consolidated subsidiaries(2) Class and number of shares to be issued upon exercise of stock acquisition rights
The class of shares to be issued upon exercise of stock acquisition rights shall be the common stock of theCompany.
The number of shares to be issued upon exercise of each stock acquisition right (“Number of Granted
Shares”) shall be 100 shares.
In the event that the Company splits its common stock (including allotment of its common stock withoutcompensation; the same applies hereinafter) or consolidates its common stock on or after the date of grantof stock acquisition rights (“Grant Date”), the Number of Granted Shares shall be adjusted according to theformula outlined below. Provided, however, that such adjustment shall be made only to those that remain
unexercised at the time of such adjustment. Any fraction of less than one share resulting from theadjustment shall be rounded down.
Number of Granted
Number of Granted Shares=×
Shares after adjustment
before adjustment

Ratio of stock split orconsolidation

Number of Granted Shares after adjustment shall be applied on the following day of the record date of thestock split (if the record date is not stipulated, the effective date) in the case of stock split, and on theeffective date or later in the case of stock consolidation.
However, if a stock split is carried out on the condition that a proposal to increase capital or capital reserveby reducing the amount of retained earnings is approved at the Company’s Ordinary General Meeting of
Shareholders and a date before the closure of the said Ordinary General Meeting of Shareholders is set as
the record date for stock split, the Number of Granted Shares after adjustment shall be applied from thefollowing day of the date on which the said Ordinary General Meeting of Shareholders closes.

-9-Other than the above, in the event the Company carries out a merger, company split, or share exchange, orin other cases, where it becomes necessary to adjust the Number of Granted Shares for the stock acquisitionrights after the Grant Date of the stock acquisition rights, the Company may make an adjustment to the
Number of Granted Shares approved as necessary by its Board of Directors.
The total number of shares to be issued upon exercise of stock acquisition rights shall not exceed 300,000
shares in common stock.
However, in the event the Number of Granted Shares is adjusted, it shall be adjusted by multiplying the
Number of Granted Shares after adjustment by the total number of stock acquisition rights to be issued.
(3) Number of stock acquisition rights to be issued
The number of stock acquisition rights to be issued shall not exceed 3,000 units. The upper limit of thenumber of stock acquisition rights granted to Directors of the Company shall be 300 units taking into
consideration the status of granting of stock acquisition rights as conventional stock options as well as
various other factors.
(4) Cash payment for stock acquisition rights
No cash payment is required for stock acquisition rights.
(5) Amount of assets to be contributed upon exercise of stock acquisition rights
The amount to be contributed upon exercise of stock acquisition rights shall be the amount obtained bymultiplying the amount to be paid in for each share to be issued upon exercise of such stock acquisitionrights (“Exercise Price”) by the Number of Granted Shares upon exercise of such stock acquisition rights.
The Exercise Price shall be an amount obtained by multiplying the average of the closing prices for regular
trading of common stock of the Company on the Tokyo Stock Exchange (the “Closing Price”) for each day(excluding days on which there was no trading) of the month preceding the month to which the Grant Dateof the stock acquisition rights belongs, by 1.03, with any fraction of less than one yen being rounded up.
However, if the amount is lower than the Closing Price on the Grant Date (if there was no trading on thatday, the Closing Price on the day immediately preceding), the Closing Price on the Grant Date shall be theExercise Price. In the event that the Company carries out a stock split or a consolidation of its common
stock after the Grant Date, the Exercise Price shall be adjusted according to the following formula. Any
fraction of less than one yen shall be rounded up.
1
Ratio of split or consolidation
In the event the Company newly issues shares of common stock or disposes of its treasury shares ofcommon stock at a price below the current quotation (excluding the case upon exercise of the stockacquisition rights to issue new shares) after the Grant Date, the Exercise Price shall be adjusted using thefollowing formula with any fraction less than one yen arising from the adjustment rounded up.
Exercise Price after
adjustment=

Exercise Price before
adjustment

×

Number of shares
Amount to be×
newly
issuedpaid
per share
Exercise
Exercise+
Price after = Price before ×Market priceadjustment
adjustment
Number of shares outstanding + Number of shares newly
issuedThe “number of shares outstanding” provided in the above formula is derived by deducting the number oftreasury shares of common stock of the Company from the total number of issued shares of common stockof the Company. In the event the Company disposes of its treasury shares of common stock, the “number ofshares newly issued” shall be read as the “number of treasury shares to be disposed of.”
Number ofsharesoutstanding

Other than the above, in the event the Company merges with another company, carries out a corporate split,
reduces the amount of capital, or in other cases where it becomes necessary to adjust the Exercise Price forthe stock acquisition rights after the Grant Date, the Exercise Price may be adjusted by the Company within
the scope deemed reasonable through a resolution of the Board of Directors.
(6) Exercise period of stock acquisition rights
The exercise period shall be a period falling within five years from the day following the day on which twoyears have elapsed from the Grant Date of the stock acquisition rights.
- 10 -

(7) Conditions and restrictions for exercise of stock acquisition rights(i) The holder of the stock acquisition rights must be a Director, Corporate Officer, or an employee of theCompany or its consolidated subsidiaries at the time of the exercise to be eligible.
(ii) Inheritance of stock acquisition rights is not permitted.
(iii) Other conditions relating to exercise of stock acquisition rights shall be as stipulated in the stockacquisition rights allotment agreement entered into between the Company and the stock acquisitionrights holder based on a resolution of the Board of Directors.
(8) Conditions for acquisition of stock acquisition rights(i) If a holder of the stock acquisition rights does not satisfy the conditions for the exercise of stockacquisition rights in abovementioned (7), or is unable to exercise the rights for any other reason, theCompany may acquire the stock acquisition rights without charge.
(ii) If a proposal for the approval of a merger agreement in which the Company will become the extinct
company, a proposal for a share exchange agreement or a share transfer plan in which the Company
will become a wholly-owned subsidiary, or a proposal for the approval of a split agreement or a split
plan in which the Company will become a split company is approved at the Ordinary General Meetingof Shareholders, the Company may acquire stock acquisition rights without charge on a date separately
stipulated by the Board of Directors.
(9) Restriction on the acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall require an approval of the Board of Directors of
the Company by its resolution.
(10) Matters related to amount of capital and capital reserve increased by the issuance of shares upon exerciseof stock acquisition rights(i) The amount of capital increased by the issuance of shares upon exercise of stock acquisition rights
shall be one-half of the amount of the maximum limit on the increase in capital as calculated pursuant
to Article 17, paragraph (1) of the Regulations on Corporate Accounting. Any fraction of less than one
yen shall be rounded up.
(ii) The amount of capital reserve increased by the issuance of shares upon exercise of stock acquisitionrights shall be the amount of the maximum limit on the abovementioned increase in capital provided,reduced by the amount of increased capital stipulated above.
(11) Handling of fractions
If there is a fraction of less than one share in the number of shares to be issued to the stock acquisition rightholder who exercised the stock acquisition right, such fraction shall be rounded down.
(12) Specific method for calculating compensation to Directors, and criteria for calculating fair value of stockacquisition rights
The specific calculation method for compensation to Directors shall be the fair value per stock acquisitionright multiplied by the total number of stock acquisition rights allotted to the Company’s Directors(excluding Outside Directors) in office on the Grant Date of stock acquisition rights.
The fair value of a stock acquisition right shall be based on a fair valuation calculated using the BlackScholes model on the basis of the Company’s stock price, Exercise Price and various other conditions on
the Grant Date.
(13) Other details regarding the issuance of stock acquisition rights shall be determined through a resolution of
the Board of Directors meeting to be held at a later date.

- 11 -