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: 4064
June 9, 2022
To our shareholders:
Takahisa Sugiyama
President and CEO
NIPPON CARBIDE INDUSTRIES CO., INC.
16-2, 2-Chome Konan, Minato-ku, Tokyo, JapanNOTICE OF THE 123RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified of the 123rd Ordinary General Meeting of Shareholders of NIPPON CARBIDEINDUSTRIES CO., INC. (the “Company”), which will be held as described below.
You are kindly requested to take into consideration the status of the spread of the novel coronavirus disease(COVID-19) as well as your health condition on the day of the meeting, and give maximum care in preventing the
spread of COVID-19 at the meeting, which includes exercising your voting rights in writing (by postal mail) or via
the Internet prior to the meeting.
Please review the attached Reference Documents for the General Meeting of Shareholders, and indicate yourapproval or disapproval of the proposals no later than 5:40 p.m., Tuesday, June 28, 2022 (JST).
1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m. (JST)
2. Venue:
Meeting room, NIPPON CARBIDE INDUSTRIES CO., INC.
22nd floor, Taiyo-Seimei Shinagawa Building,
16-2, 2-Chome Konan, Minato-ku, Tokyo, Japan
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 123rd Term (from April 1, 2021 to March
31, 2022), and the results of audit of the Consolidated Financial Statements by the Accounting Auditor andthe Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 123rd Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Three (3) Directors
Proposal 4:
Election of One (1) Substitute Corporate Auditor
Proposal 5:
Introduction of a Transfer-Restricted Share Compensation System for Directors(Excluding Outside Directors)-1-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Matters related to year-end dividends
The Company aims to be a company that will develop its business in the future and respond to changes in its
management environment. At the same time, it considers that the distribution of profits to shareholders is an
important responsibility, and its basic policy is to realize long-term and stable dividend payments.
The Company proposes the year-end dividends for this term as follows, upon taking into account the businessresults of this term, future business development, retained earnings, and all other matters.
(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
30 yen per common share of the Company
Total amount of dividends: 281,608,440 yen(3) Effective date of distribution of dividends of surplus
June 30, 2022
Additionally, if this proposal is approved of as described, the annual dividend per share for this term including theinterim dividend will be 55 yen, 15 yen higher than the previous term.

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Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) The introduction of a system for providing informational materials for general meetings of shareholders
in an electronic format
In accordance with the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) that are to be enforced
on September 1, 2022, the Company proposes to make the following amendments to its Articles ofIncorporation due to the introduction of the system for providing informational materials for the general
meeting of shareholders in an electronic format.
(i) Article 14 (Measures, etc. for Providing Information in Electronic Format), paragraph 1 in the
proposed amendments will be newly established because it is mandated that the Articles ofIncorporation stipulate that measures be taken for providing information that constitutes the content
of reference documents for the general meeting of shareholders, etc. in an electronic format.
(ii) Article 14 (Measures, etc. for Providing Information in Electronic Format), paragraph 2 in the
proposed amendments will be newly established to allow for limiting the scope of items among
those items involving measures for providing information that constitutes the content of reference
documents for general meeting of shareholders, etc. in an electronic format that are stated in paperbased documents to be delivered to shareholders who requested the delivery of paper-based
documents to within the scope prescribed by the Ministry of Justice Order.
(iii) With the introduction of the system for providing informational materials for the general meeting ofshareholders, etc. in electronic formats, the provisions of Article 14 (Internet Disclosure andDeemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) in thecurrent Articles of Incorporation will no longer be required and will be deleted.
(iv) Supplementary provisions regarding the effect of provisions for the above establishments anddeletions will be established. Additionally, these supplementary provisions shall be deleted after
their effective period has elapsed.
(2) Changing the term of office of Directors
The term of office of Directors will change from two (2) years to one (1) year in order to clarify the
managerial responsibilities of Directors and create a corporate structure that can rapidly respond tochanges in the business environment. A supplementary provision shall also be established in order toclarify the term of office of the current Directors.
2. Details of the amendments
The details of the amendments are as follows.
(Underlined texts indicate amended sections.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14
When convening a general meeting of shareholders, it shall bedeemed that the Company has provided shareholders withinformation regarding matters to include or display on
Reference Documents for the General Meeting of Shareholders,Business Reports, Non-Consolidated Financial Statements andConsolidated Financial Statements by disclosing suchinformation on the internet in accordance with the methods
prescribed by the Ministry of Justice Order.
(Newly established)(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 14
1. When convening a general meeting of shareholders, theCompany shall provide the information contained within
the Reference Documents for the General Meeting of
Shareholders, etc. in an electronic format.

-3-Current Articles of Incorporation

Proposed Amendments
Among items for which the measures for providing
information in electronic format will be taken, theCompany shall not be required to include all or part of any
item designated by the Ministry of Justice Order in paperbased documents to be delivered to shareholders whorequested the delivery of paper-based documents by therecord date of voting rights.
(Newly established)
Supplementary Provisions(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)(Newly established)
Article 1
1. The deletion of Article 14 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and the establishmentof the new Article 14 (Measures, etc. for Providing
Information in Electronic Format) in the amended Articles
of Incorporation shall be effective from September 1,
2022.
2. Notwithstanding the provision of the preceding paragraph,
Article 14 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) in the pre-amended Articles ofIncorporation shall remain effective regarding any general
meeting of shareholders held on a date within six months
from September 1, 2022.
3. The provisions in this Article shall be deleted on the date
six months after September 1, 2022 or three months after
the date of the general meeting of shareholders in thepreceding paragraph, whichever is later.
(Term of Office of Directors)(Term of Office of Directors)
Article 20
Article 20
1. The term of office of Directors shall expire at the
1. The term of office of Directors shall expire at theconclusion of the Ordinary General Meeting of
conclusion of the Ordinary General Meeting of
Shareholders relating to the last fiscal year that ends within
Shareholders relating to the last fiscal year that ends within
two years after the election.
one year after the election.
2. The term of office of any Director elected as a substitute
2. The term of office of any Director elected as a substitutefor a Director who retires before the end of their term of
for a Director who retires before the end of their term ofoffice shall be until the end of the Director for which they
office shall be until the end of the Director for which they
are a substitute.
are a substitute.
(Newly established)
Supplementary Provision
Notwithstanding the provisions of Article 20, the term of officeof Directors elected in the Ordinary General Meeting of
Shareholders held on June 29, 2021 shall end with theconclusion of the Ordinary General Meeting of Shareholders in
2023. Additionally, this supplementary provision shall bedeleted after the said date has elapsed.
2.

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Proposal 3:

Election of Three (3) Directors

The term of office of three (3) Directors, Takahisa Sugiyama, Yukinobu Hasegawa, and Hitoshi Shirai will expire at
the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes the election of
three (3) Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1982

1

Number of theCompany’s shares
ownedJoined Asahi Glass Co., Ltd. (currently AGC
Inc.)
July 2005
General Manager of Planar Devices
Department, Photonics Components Division,
Electronics & Energy General Division, Asahi
Glass Co., Ltd. (currently AGC Inc.)
July 2006
General Manager of Planar Devices
Department, Electronics & Energy General
Division, Asahi Glass Co., Ltd. (currently AGC
Inc.)
Jan. 2008
General Manager of Photonics Components
Division, Electronics & Energy General
Division, Asahi Glass Co., Ltd. (currently AGC
Inc.)
Takahisa Sugiyama
3,700(November 4, 1959)
July 2009
General Manager of Photonics Components
Division, Electronics General Division,
Electronics Company, Asahi Glass Co., Ltd.
(currently AGC Inc.)
Jan. 2015
General Manager of Electronic Materials
General Division, Electronics Company, Asahi
Glass Co., Ltd. (currently AGC Inc.)
Jan. 2016
Executive Officer and General Manager ofElectronic Materials General Division,
Electronics Company, Asahi Glass Co., Ltd.
(currently AGC Inc.)
Mar. 2020
Counselor of the Company
June 2020
President and Chief Executive Officer of theCompany (present position)[Reasons for his nomination as a candidate for Director]
Takahisa Sugiyama served as Executive Officer at AGC Inc., and he has served as President and Chief Executive
Officer since June 2020, acquiring a wealth of corporate management experience. He is expected to draw on such
experience and expertise and appropriately manage and supervise the entire group as a Director for the sustainablegrowth of the Company and the increase of corporate value. In consideration of these reasons, the Company proposes
his election as Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1985
June 2010

2

Number of theCompany’s shares
ownedJoined the Company.
General Manager, Manufacturing Departmentof Uozu and Hayatsuki Factory
Apr. 2013
General Manager of Specialty Polymers
Division, Operational Headquarters ofFunctional Products
Apr. 2016
General Manager of Specialty Polymers
Division, Operational Headquarters ofFunctional Products, and Osaka Branch
June 2016
Executive Officer, General Manager ofSpecialty Polymers Division, Operational
Headquarters of Functional Products, andOsaka Branch
Apr. 2017
Executive Officer, Deputy Senior General
Manager of Operational Headquarters ofFunctional Products, and General Manager ofSpecialty Polymers Division
Yukinobu Hasegawa
Apr. 2018
Executive Officer and Senior General Manager
3,100(March 18, 1962)of Films and Sheets Division
June 2018
Director and Executive Officer, and Senior
General Manager of Films and Sheets Division
Apr. 2020
Director and Executive Officer, and Senior
General Manager of Electronic and Functional
Products Division
Apr. 2021
Director and Executive Officer, in charge ofTechnology, Factory Manager of Uozu andHayatsuki Factory
June 2021
Director and Executive Officer, in charge ofTechnology, Factory Manager of Uozu andHayatsuki Factory, General Manager ofResearch and Development Center
Apr. 2022
Director and Managing Executive Officer, incharge of Technology, Factory Manager of
Uozu and Hayatsuki Factory, General Manager
of Research and Development Center (present
position)[Reasons for his nomination as a candidate for Director]
Yukinobu Hasegawa has overseen manufacturing and business departments of the Company for many years. Currently,
he also oversees the technical department of the Company as Director and Managing Executive Officer in charge ofTechnology, Factory Manager of the Uozu and Hayatsuki Factory, and General Manager of Research and Development
Center. Given his wealth of experience and expertise in the businesses of the Company, he is expected to contribute
fully as a Director toward realization of the Company’s significant group strategies and supervision of businessexecution. In consideration of these reasons, the Company proposes his election as Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1979
Apr. 1998
Oct. 1999

3

Notes:

Number of theCompany’s shares
ownedJoined Hitachi, Ltd.
Chief Researcher, Hitachi Research Institute
General Manager of e-Government Project
Promotion Management Center, Government &Public Corporation Information Systems
Division, Hitachi, Ltd.
Apr. 2003
General Manager of Business Development
Department, Urban Planning and Development
Systems Group, Hitachi, Ltd.
June 2005
Vice President, Hitachi Research InstituteOct. 2009
Director and Vice President, Hitachi Asia Ltd.
Oct. 2010
Director, Hitachi Global Storage Technologies,
Inc.
Hitoshi Shirai
500(May 13, 1956)
June 2011
Director and President, Hitachi ResearchInstituteApr. 2013
Representative Director and President, Hitachi
Research InstituteApr. 2020
Director, Hitachi Research InstituteSenior Strategist, Hitachi, Ltd.
June 2020
Director of the Company (present position)
Apr. 2021
Director, Incorporated Educational Institution J.
F. Oberlin University and Affiliated Schools(present position)(Significant concurrent positions outside the Company)
Director, Incorporated Educational Institution J. F. Oberlin
University and Affiliated Schools[Reasons for his nomination as a candidate for Outside Director and overview of expected roles]
Hitoshi Shirai has overseen the information system divisions of Hitachi, Ltd. for many years, which includes working incountries outside Japan. He also served as Representative Director and President of Hitachi Research Institute, throughwhich he gained a wealth of experience in corporate management. By utilizing his experience and expertise, he isexpected to make suggestions regarding the Company’s management in general and to contribute to strengthening theCompany’s corporate governance. In consideration of these reasons, the Company proposes his election as Outside
Director. At the conclusion of this Ordinary General Meeting of Shareholders, his tenure as Outside Director will havebeen two (2) years.
1. There are no special interests between the candidates and the Company.
2. Hitoshi Shirai is a candidate for Outside Director.
3. The Company has submitted notification to the Tokyo Stock Exchange that Hitoshi Shirai has been appointed as anindependent officer. If his reelection is approved, the Company plans to continue the notification that he has been
appointed as an independent officer.
4. The Company has concluded with Hitoshi Shirai an agreement to limit his liability for damages under Article 423,
paragraph (1) of the Companies Act in accordance with the provisions of Article 427, paragraph (1) of the same act. If
his reelection is approved, the Company plans to renew the agreement. The maximum amount of the liability fordamages under said agreement will be the minimum amount stipulated by the laws and regulations.
5. The Company has entered into a directors and officers liability insurance contract that covers Directors. If the election of
Takahisa Sugiyama, Yukinobu Hasegawa and Hitoshi Shirai is approved, they will be covered under the said insurance
contract. Under the said insurance contract, damages caused as a result of the three insured Directors’ assuming liability
incurred in the execution of their duties or receiving claims pertaining to the pursuit of such liability shall be covered up
to the total indemnity limit per period of insurance (1 billion yen). If the election of them is approved, the insurance
contract will be renewed during their term of office.

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[Reference] Director and Corporate Auditor Skill Matrix After the Ordinary General Meeting of Shareholders
Name
Takahisa Sugiyama
Yoshitada Iguchi
Yukinobu Hasegawa
Yuichi Yokota
Naoko Endo
Hitoshi Shirai
Hideaki Kubo
Fumiaki Hayashi
Mutsuo Emi

Corporate
management

○
○
○
○

Finance/
Accounting

Legal/
Compliance○○

Sales/
Marketing

R&D/
Manufacturing
technologies○○○

International
businessRiskmanagement

○

○

○
○

○
○

○
○

○

○

○

○
○

○

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Proposal 4:

Election of One (1) Substitute Corporate Auditor

Since the election of substitute Corporate Auditor Akihiro Ishikura, who was elected at the 122nd Ordinary General
Meeting of Shareholders held on June 29, 2021, will cease to be effective at the commencement of this Ordinary
General Meeting of Shareholders, the Company proposes that one (1) substitute Corporate Auditor be elected toprepare for a case where the number of Corporate Auditors falls below the number stipulated by laws andregulations.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1979
Apr. 2007

Number of theCompany’s shares
ownedJoined the Company.
General Manager of Corporate Planning Department andManager of Internal Auditing Section
June 2007
Director, responsible for General Affairs Department, Legal
Affairs Section, Finance and Accounting Department andPurchasing Department, General Manager of Corporate
Planning Department, and Manager of Internal Auditing
SectionAkihiro Ishikura
June 2012Managing Director, in charge of Administrative Department,
6,000(September 14, 1955)
and General Manager of Corporate Planning Department
June 2013
Representative Director and President, VINYFRAME
INDUSTRY CO., LTD.
Apr. 2019
Representative Director and Chairman, VINYFRAME
INDUSTRY CO., LTD.
Apr. 2020
Counselor, VINYFRAME INDUSTRY CO., LTD.
July 2020
Full-time Corporate Auditor of the Company
June 2021
Retired as Full-time Corporate Auditor of the Company[Reasons for his nomination as a candidate for substitute Corporate Auditor]
Akihiro Ishikura has overseen the administrative divisions in the Company for many years and has served as Managing Director and
Full-time Corporate Auditor, acquiring a wealth of managerial experience. The Company proposes his election as substituteCorporate Auditor, as he is expected to utilize his experience and knowledge and apply them in executing the role of Corporate
Auditor.
Notes: 1. There are no special interests between the candidate and the Company.
2. If Akihiro Ishikura assumes the office of Corporate Auditor, in accordance with the provisions of Article 427, paragraph(1) of the Companies Act, the Company will conclude with him an agreement to limit his liability for damages under
Article 423, paragraph (1) of the same act. The maximum amount of the liability for damages under said agreement willbe the minimum amount stipulated by the laws and regulations.
3. The Company has entered into a directors and officers liability insurance contract that covers Corporate Auditors andthis contract will cover Akihiro Ishikura if he assumes the office of Corporate Auditor. Under said insurance contract,
damages caused as a result of the insured Corporate Auditor assuming liability incurred in the execution of his duties or
receiving claims pertaining to the pursuit of such liability shall be covered up to the total indemnity limit per period of
insurance (1 billion yen). If he assumes the office of Corporate Auditor, the insurance contract will be renewed during
his term of office.

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Proposal 5:

Introduction of a Transfer-Restricted Share Compensation System for Directors (Excluding
Outside Directors)

The Company proposes to introduce the following compensation system (hereinafter referred to as the “System”)
to distribute the Company’s common shares with provisions such as for temporary transfer restrictions, reasons forfree acquisition by the Company, etc. (hereinafter referred to as “Transfer-Restricted Shares”) for the purpose ofproviding the Company’s Directors (excluding Outside Directors, hereinafter referred to as “Eligible Directors”)
with an incentive to continuously increase corporate value of the Company while promoting further value sharing
between Directors and shareholders.
For the amount of compensation for the Company’s Directors, the limit on the amount of compensation for theCompany’s Directors was resolved at the 117th Ordinary General Meeting of Shareholders held on June 29, 2016
to be within 240 million yen per year (within 30 million yen per year for Outside Directors). This proposal would
seek full consensus to newly introduce the System and establish the total amount of monetary compensation claims
to be provided to within 30 million yen per year as compensation for Transfer-Restricted Shares to Eligible
Directors within the range of conventional Director compensation.
Also, there are currently six (6) Directors (two (2) of which are Outside Directors), and if Proposal 3 is approved ofas described, the number of Directors will be six (6) (two (2) of which are Outside Directors).
1. Allocation and Payment of Transfer-Restricted Shares
The System will provide Eligible Directors with monetary compensation claims within the range of the annual
amount prescribed above as compensation for Transfer-Restricted Shares, with the Eligible Directors being
allocated their Transfer-Restricted Shares through payments of the full amount of such monetary compensation
claims via in-kind contributions.
Additionally, the payment amount per share for Transfer-Restricted Shares will be the closing price of theCompany’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the dayof the resolution from the Board of Directors of the Company (if the transaction does not finalize on the sameday, then the closing price on the most recent trading day). The above monetary compensation claims shall be
provided on the condition that Eligible Directors have agreed to consenting to the above in-kind contributions
and have signed a Transfer-Restricted Share Allocation Agreement that includes the items prescribed in 3.
below.
2. Total Number of Transfer-Restricted Shares
The number of Transfer-Restricted Shares for allocation each business year shall be limited to 25,000 TransferRestricted Shares allocated to Eligible Directors. Provided, however, that if it is necessary to adjust the total
number of Transfer-Restricted Shares allocated in accordance with splits or reverse splits of the Company’scommon share or other such action after the date that this proposal is resolved, the Company shall be able torationally adjust the total number of such Transfer-Restricted Shares.
3. Content of the Transfer-Restricted Share Allocation Agreement
The Transfer-Restricted Share Allocation Agreement to be concluded between the Company and Eligible
Directors who receive allocations of Transfer-Restricted Shares shall contain as follows.
(1) Details of Transfer Restrictions
Eligible Directors allocated with Transfer-Restricted Shares may in no way transfer, create a right ofpledge, establish a transfer of security interest, inter vivos gift, legacy gift, or engage in other such acts ofdisposal to a third party for the Company’s common shares allocated under the Transfer-Restricted
Shares Allocation Agreement (hereinafter referred to as the “Allocated Shares”) for the period between
the date the allocation is received and the Eligible Director’s retirement from their position as either a
Director or Executive Officer of the Company (hereinafter referred to as the “Transfer Restriction
Period”).
(2) Dissolution of Transfer Restrictions
As a condition of the continued service of an Eligible Director allocated with Transfer-Restricted Sharesin the position specified in (1) above during the period determined by the Company Board of Directors(hereinafter referred to as the “Services Rendered Period”), the Company shall remove the transfer
restrictions on all Allocated Shares at the point in time the Transfer Restriction Period ends. Provided,
however, that if an Eligible Director leaves their position in (1) above during the Services Rendered- 10 -

Period for a reason approved by the Company Board of Directors, the number of Allocated Shares andperiod of time for which transfer restrictions shall be dissolved shall be adjusted rationally as needed.
(3) Free Acquisition of Transfer-Restricted Shares
Based on the provision of reasons for dissolving the transfer restrictions in (2) above at the time that theTransfer Restriction Period in (1) above for Allocated Shares ends, any shares for which transfer
restrictions were not dissolved shall be naturally acquired by the Company at no cost.
(4) Handling of Organizational Restructuring, Etc.
If, during the Transfer Restriction Period, a Company general meeting of shareholders (or the Company
Board of Directors if the organizational restructuring, etc. does not require consent from the Company
general meeting of shareholders) agrees to a merger agreement in which the Company is to become theabsorbed company, a stock exchange agreement or a stock transfer plan in which the Company is tobecome a wholly owned subsidiary, or other such matter involving organizational restructuring, etc., then
the transfer restrictions on a number of rationally determined Allocated Shares based on the period fromthe date the Services Rendered Period began to the date the organizational restructure, etc. was approved
shall be dissolved by a resolution of the Company Board of Directors before the effective date of theorganizational restructure, etc. In the case of the above provision, the Company shall, at the point
immediately following the dissolution of transfer restrictions, naturally and at no cost acquire all
Allocated Shares whose transfer restrictions were not dissolved.
(5) Other Matters
Other matters involving this Allocation Agreement shall be determined by the Company Board of
Directors.
4. Reasons to Consider Granting Transfer-Restricted Shares
Directors shall be granted Transfer-Restricted Shares with the purpose of providing incentive to continuously
increase corporate value of the Company while promoting further value sharing between Directors andshareholders.
The Company has specified the determination policies for the content of compensation, etc. for individual
Directors in a Board of Directors meeting, with a summary of such policies stated on page 22 of the Business
Report (in Japanese only). If this proposal is approved, however, the content of those policies shall be revised
to be consistent with the content approved. Plans are in place to stipulate the details, calculation methods,
payment periods, etc. of stock compensation. The amount valued for the price of Transfer-Restricted Sharesusing the market price on the date of a Board of Directors meeting involving allocation shall be limited towithin the annual amount listed in 1. above and the percentage of Transfer-Restricted Shares shall account for
0.26% of the total number of issued Company shares issued (2.66% of the total number of issued Company
shares when Transfer-Restricted Shares are issued to the maximum number of shares over a ten-year period).
Because the dilution of shares is minimal, this granting of Transfer-Restricted Shares is deemed reasonable.

(References)
If these proposals are approved in this Ordinary General Meeting of Shareholders, there are plans to allocate
Transfer-Restricted Shares to Company Executive Officers through methods similar to the System.

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