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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6670)
June 13, 2017
To Shareholders with Voting Rights:
Yuji Takashima
Chairman
MCJ Co., Ltd.
6-14-53, Midori-cho, Kasukabe-shi,
Saitama

NOTICE OF CONVOCATION OF
THE 19TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 19th Annual General Meeting of Shareholders of MCJ Co., Ltd. (the“Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, then either indicate
your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us, or enter
your vote on the website for the exercise of voting rights designated by the Company (http://www.evote.jp/).
In either case, please exercise your voting rights such that they are received no later than 6:00 p.m. Japan timeon Tuesday, June 27, 2017.
The Company also participates in the platform for exercising voting rights for institutional investors
operated by ICJ, Inc.
1. Date and Time:

Wednesday, June 28, 2017 at 11:00 a.m. Japan time
(Venue opens at 10:00 a.m.)

2. Place:

Small hall at the Kasukabe Civic Culture Center located at
2-8-61, Kasukabehigashi, Kasukabe-shi, Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
19th Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits by the
Accounting Auditor and the Board of Auditors on the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 19th Fiscal Year
(April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Substitute Auditor
Proposal 3:
Election of the Accounting Auditor
Proposal 4:
Determination of Remuneration for Granting Restricted Stock to Directors
Proposal 5:
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of thevenue.

-1-

4. Matters to be Disclosed on the Internet
Of the matters to be included in this Notice, pursuant to laws and regulations and the provisions of Article
19 of the Company’s Articles of Incorporation, Notes to the Consolidated Financial Statements and Notes
to the Non-consolidated Financial Statements are posted on the Company’s website on the Internet andtherefore are not included in the Attached Documents to this Notice.
5. Information on Exercising Your Voting Rights
If you are attending the General Meeting of Shareholders:If you are attending the meeting, please bring the enclosed Voting Rights Exercise Form with you andsubmit it at the reception desk of the venue.
Attendees are kindly advised to arrive early at the venue to avoid congestion.
Date and time of the General Meeting of Shareholders:
11:00 a.m. Japan time on Wednesday, June 28, 2017 (Venue opens at 10:00 a.m.)
If you are not attending the General Meeting of Shareholders:
Exercising your voting rights in writing:
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to the Administrator of Shareholder Registry of the Company so that it is received by the voting
rights exercise deadline.
Voting rights exercise deadline:
Votes received by 6:00 p.m. Japan time on Tuesday, June 27, 2017
Exercising your voting rights via the Internet:
Please access the voting rights exercise website (http://www.evote.jp/) from your computer, smartphone
or mobile phone, enter the code and password for exercising your voting rights, which are indicated on theenclosed Voting Rights Exercise Form, and register your vote for or against the proposals by following theon-screen instructions.
Voting rights exercise deadline:
Votes exercised by 6:00 p.m. Japan time on Tuesday, June 27, 2017.
Any revisions to the accompanying Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements will be posted on the
Company’s website.
■ The Company’s website: http://www.mcj.jp/-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

Matters regarding year-end dividend:
The Company considers the enhancement of shareholder returns as one of its important management
issues, and upholds the policy of performance-based dividend payment in accordance with the Company’sbusiness performance, while aiming for a dividend payout ratio of 25% or above of profit attributable toowners of parent.
In light of the Company’s business performance for the 19th fiscal year and the above policy, theCompany proposes a year-end dividend of ¥26 per share, indicating an increase of ¥13 per share from the¥13 per share of the previous fiscal year, as per the following.
(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and the total amount thereof¥26 per share of the Company’s common stock
Total amount: ¥1,264,410,238(3) Effective date of the dividends of surplus
Thursday, June 29, 2017-3-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company proposes to increase the number of Outside Directors by one (1), in an effort
to further reinforce its corporate governance system while strengthening its system for making management
decisions by having various perspectives, and accordingly requests the election of seven (7) Directors.
The candidates for Directors are as follows:
No.

Current Positions and Responsibilities
in the Company

Name

1

Yuji Takashima[Reappointment]

Chairman & CEO

2

Motoyasu Yasui[Reappointment]

President & COO

3

Takeshi Asagai[Reappointment]

Director & Chief Administrative officer

4

Kenji Ishito[Reappointment]

Director &CFO

5

Yoshito Arimura[Reappointment][Candidate for Outside Director][Independent Director]

Director

6

Katsunori Ura[Reappointment][Candidate for Outside Director][Independent Director]

Director

7

Norio Matsumura[New appointment][Candidate for Outside Director][Independent Director]

-

-4-

No.

Name
(Date of birth)
Apr. 1993

May 1996
Yuji Takashima(April 2, 1974)

Aug. 1998
Sep. 2005[Reappointment]

1[Attendance at theBoard of Directors
meetings]
100%

Mar. 2006
July 2006
Oct. 2006
June 2008
Nov. 2012
Aug. 2013
Jan. 2017

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Takashimaya Clothing Store Co., Ltd. (name changed to
Takashima Co., Ltd. and then to Mouse Computer Japan Co.,
Ltd. before being acquired by MCJ Co., Ltd.)
President & CEO, Takashimaya Clothing Store Co., Ltd. (namechanged to Takashima Co., Ltd. and then to Mouse Computer
Japan Co., Ltd. before being acquired by MCJ Co., Ltd.)
President & CEO, MCJ Ltd. (currently MCJ Co., Ltd.)
Director, Synnex Co., Ltd. (currently Tekwind Co., Ltd.)
Director, Arosystem Co., Ltd. (currently UNIT.COM INC.)
Chairman & CEO, MCJ Co., Ltd.
Chairman & Director, MCJ Co., Ltd.
Director, Mouse Computer Co., Ltd.
Chairman & President & CEO, MCJ Co., Ltd.
President & CEO, UNIT.COM INC.
President & CEO, Iscorporation, Co., Ltd. (currently aprecio
Co., Ltd.)
Director, UNIT.COM INC. (to present)
Director, aprecio Co., Ltd. (to present)
Chairman & CEO, MCJ Co., Ltd. (to present)

16,679,400

Apr. 2017[Reason for nomination as candidate]
Mr. Yuji Takashima, as the founder of the Company, has been playing a crucial role in the management of the Group since
the establishment of the Company. Currently, as the Chairman & CEO of the Company, he has been directing andoverseeing the overall management of the Group as well as realizing a medium- to long-term growth in earnings. With the
expectation that he will continue to contribute to the enhancement of the corporate value of the Group, the Company
requests his election as Director.

-5-

No.

Name
(Date of birth)Motoyasu Yasui(July 23, 1978)[Reappointment]

2

3[Attendance at theBoard of Directors
meetings]
100%

Past experience, positions, responsibilities
and significant concurrent positions
July 2001
Sep. 2002
June 2004
Apr. 2005
Aug. 2007
June 2008
July 2011
Oct. 2013

Joined GDH, Co., Ltd. (currently GONZO K.K.)
Joined MCJ Co., Ltd.
Manager, Finance and Accounting Department, MCJ Co., Ltd.
Executive Officer, Management Planning Department, MCJ Co.,Ltd.
Manager, Industrial Growth Platform, Inc.
Executive Officer, PIA Corporation
Director, Industrial Growth Platform, Inc.
Senior Specialist, Inspection Bureau of Financial Services
AgencyPrincipal, Industrial Growth Platform, Inc.
Executive Officer, President’s Office, MCJ Co., Ltd.
Director, Head of Business Development & IR, MCJ Co., Ltd.
President & COO, MCJ Co., Ltd. (to present)

Number ofshares of theCompany held-

Oct. 2014
Mar. 2016
June 2016
Apr. 2017[Reason for nomination as candidate]
Mr. Motoyasu Yasui, since his appointment as Director in June 2016, has been leveraging his extensive experience incorporate management and his knowledge of management as well as accounting and finance to promote the Group’s
strategic business development based on the Mid-term Management Plan. Also, as IR officer, he is proactively launching
initiatives in the disclosure of information, including non-financial information, which would contribute to a better
understanding of the Company and the Group. He was appointed President & COO in April 2017, and with the expectationthat he will continue to contribute to the enhancement of the corporate value of the Group, the Company requests hiselection as Director.
Takeshi Asagai
Apr. 1990
Joined The Kyowa Bank, Ltd. (currently Saitama Resona Bank,(December 21, 1966)
Limited)Apr. 2001
Director, MCJ Co., Ltd.
Mar. 2006
President & CEO, MCJ Co., Ltd.
[Reappointment]
Oct. 2006
Director, Mouse Computer Co., Ltd. (to present)
590,100
June 2008
Director & Chief Administrative officer, MCJ Co., Ltd. (to[Attendance at thepresent)
Board of Directors
Aug. 2013
Director, Iscorporation, Co., Ltd. (currently aprecio Co., Ltd.) (tomeetings]
present)
94%[Reason for nomination as candidate]
Mr. Takeshi Asagai, as Director & Chief Administrative officer, has been overseeing the administration divisions including
general affairs, personnel affairs and legal affairs, and has been working to develop and operate an effective internal control
system for the Group as well as enhancing its corporate governance framework. With the expectation that he will continue
to contribute to the enhancement of the corporate value of the Group, the Company requests his election as Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Apr. 1991
Nov. 2000
Dec. 2003
Apr. 2004
July 2005

Kenji Ishito(April 18, 1968)[Reappointment]

4[Attendance at theBoard of Directors
meetings]
100%

May 2006

June 2007
Aug. 2007
June 2008
Oct. 2008
June 2011
June 2012
Aug. 2013

Joined The Mitsubishi Bank, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)
Head of Management Planning Department, Parquetech Co., Ltd.
Assistant Manager, Management Department, Yokohama Jisho
Co., Ltd.
Director & Head of Administrative Department, Yokohama
Jisho Co., Ltd.
Head of Administrative Department, Alive Community Co., Ltd.
(currently, RUDEN HOLDINGS Co., Ltd.)
Director & Head of Administrative Department, Alive
Community Co., Ltd. (currently, RUDEN HOLDINGS Co.,Ltd.)
Head of Management Planning Department, MCJ Co., Ltd.
Director, ADTEC Corporation
Executive officer, Head of Finance & Accounting Department,
MCJ Co., Ltd.
Director & Head of Finance & Accounting Department, MCJ
Co., Ltd.
Director & CFO, MCJ Co., Ltd. (to present)
Director, Synnex Co., Ltd. (currently Tekwind Co., Ltd.) (topresent)
Director, MVK Corporation (currently Aiuto Co., Ltd.) (topresent)
Director, Iscorporation, Co., Ltd. (currently aprecio Co., Ltd.) (topresent)
Director, UNIT.COM INC. (to present)

Number ofshares of theCompany held

79,700June 2016[Reason for nomination as candidate]
Mr. Kenji Ishito, as Director & CFO, has been formulating and executing finance strategies in response to the changes inthe business environment surrounding the Group, and continues to make ongoing improvements to the Company’s financeand accounting functions. With the expectation that he will continue to contribute to the enhancement of the corporate
value of the Group, the Company requests his election as Director.
Yoshito Arimura
Apr. 1997
Certified as an attorney
Founded Arimura Sogo Law Office (to present)(February 11,1964) July 1999
June 2007
Director, MCJ Co., Ltd. (to present)[Reappointment][Candidate for
Outside Director][Independent
25,000
Director]
5[Attendance at theBoard of Directors
meetings]
94%[Reason for nomination as candidate]
Mr. Yoshito Arimura is extremely knowledgeable in corporate management, based on his extensive experience and highlevel of insight as an attorney, his experience as the legal counsel for the Company, as well as his subsequent experience
serving as Outside Director of the Company. He draws on his knowledge to appropriately advise and makerecommendations in important decision-making by the Board of Directors. With the belief that he will continue to provide
beneficial advice to the Company’s management, the Company requests his election as Outside Director.

-7-

No.

6

7

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Katsunori Ura(March 14, 1978)

Oct. 2003
Sep. 2007[Reappointment][Candidate for
Outside Director][Independent
Director]

July 2011
Jan. 2012
June 2015
Mar. 2017

Certified as an attorney, joined Blakemore & Mitsuki
Auditor, SVC Securities Co., Ltd. (currently DMM.com
Securities Co., Ltd.) (to present)
Outside Director, STYLE LINK
Partner, Blakemore & Mitsuki (to present)
Director, MCJ Co., Ltd. (to present)
Outside Director, STYLE PORT Inc. (to present)

Number ofshares of theCompany held-

[Attendance at theBoard of Directors
meetings]
100%[Reason for nomination as candidate]
Mr. Katsunori Ura is extremely knowledgeable in corporate management, based on his extensive experience and high levelof insight as an attorney, as well as his experience serving as Outside Director of other companies. He draws on his
knowledge to appropriately advise and make recommendations in important decision-making by the Board of Directors.
With the belief that he will continue to provide beneficial advice to the Company’s management, the Company requests hiselection as Outside Director.
Apr. 1966
Joined NISSAN MOTOR CO., LTD.
Jan. 1989
Head of Overseas Service Department, NISSAN MOTOR CO.,LTD.
Jan. 1992
Director & Vice President, Nissan Europe S.A.S.
Norio Matsumura
Nov. 1993
President & COO, Nissan Motor Iberica, S.A.
(January 5, 1944)
June 1996
Director, NISSAN MOTOR CO., LTD.
June 1997
President & COO, Nissan Europe S.A.S.
[New appointment]
June 1999
Director & Vice President, NISSAN MOTOR CO., LTD.
20,000[Candidate forJune 2005
President & CEO, Nissan Prince Oosaka Hanbai (currently
Outside Director]
Nissan Oosaka Hanbai)[Independent
July 2007
Corporate Advisor, KKR Japan (to present)
Director]
Aug. 2013
Outside Director, Panasonic Healthcare Holdings Co., Ltd. (topresent)
Apr. 2017
President & CEO, MM Group Holdings Company, Limited (topresent)[Reason for nomination as candidate]
Mr. Norio Matsumura is extremely knowledgeable in corporate management, based on his extensive experience ascorporate manager of a company engaged in global business development. With the belief that he will provide beneficial
advice to the Company’s management as a whole, the Company requests his election as Outside Director.

-8-

(Notes)
1. There are no special interests between the candidates and the Company.
2. Term of office of Outside Directors of the Company
1)
At the conclusion of this General Meeting of Shareholders, Mr. Yoshito Arimura will have served ten years as
Outside Director of the Company.
2)
At the conclusion of this General Meeting of Shareholders, Mr. Katsunori Ura will have served two years as
Outside Director of the Company.
3)
Mr. Norio Matsumura is a new candidate for Outside Director.
3. Liability limitation agreement with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Yoshito Arimura and Mr. Katsunori Ura to limit their liability for damages under Article 423,
Paragraph 1 of the same Act. The maximum amount of liability for damages pursuant to the aforesaid agreement is thegreater of a predetermined amount of ¥300,000 or more or an amount stipulated by laws and regulations. If thereelection of Mr. Yoshito Arimura and Mr. Katsunori Ura is approved, the Company plans to continue the said
agreements with them.
If Mr. Norio Matsumura is elected as Director of the Company, the Company plans to enter into a same agreementwith him.
4. Independent Directors
Mr. Yoshito Arimura and Mr. Katsunori Ura are Independent Directors as stipulated by the Tokyo Stock Exchange andare registered as such at the said exchange. If their reelection is approved, the Company plans to continue theirdesignation as Independent Directors.
If Mr. Norio Matsumura is elected as Director of the Company, he will be designated as an Independent Director as
stipulated by the Tokyo Stock Exchange.

-9-

Proposal 3:

Election of One (1) Substitute Auditor

To prepare for circumstances wherein the number of Auditors fails to meet the number prescribed by laws
and regulations, the Company proposes the election of one (1) Substitute Auditor.
The effectiveness of this election may be cancelled based on the resolution of the Board of Directors,
provided, however, that such cancellation is done prior to the assumption of office and with the consent of
the Board of Auditors.
The Board of Auditors has given consent to this proposal.
The candidate for Substitute Auditor is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Apr. 1980
Mar. 1983
July 1990
Sep. 2001
Mar. 2005
July 2008

Joined Chuo Audit Corporation
Registered as Certified Public Accountant
Joined Sanyu & Co. (Currently BDO Sanyu & Co.)
Senior Partner, BDO Sanyu & Co.
Registered as Tax Accountant
Established Togo C.P.A. Office
Representative, Togo C.P.A. Office (to present)
Jan. 2009
Founded RTB Consulting Inc.
Kazuyuki Togo
Representative Director, RTB Consulting Inc. (to present)
Jan. 2009
Founded SSJ Tax Accountant Corporation(January 20, 1957)
Senior Partner, SSJ Tax Accountant Corporation (to present)
June 2009
Outside Director, OOTOYA Holdings Co., Ltd.
June 2009
External Auditor, Kakaku.com, Inc.
June 2010
Outside Audit and Supervisory Committee Member, EXCEL
CO., LTD.
June 2016
Outside Director (Audit and Supervisory Committee Member) of
EXCEL CO., LTD. (to present)[Reason for nomination as candidate for Substitute Auditor]
Mr. Kazuyuki Togo is extremely knowledgeable in corporate management, based on his extensive expertise and experience as acertified public accountant, as well as his experience serving as director and corporate auditor at other companies. The Company
believes that he will appropriately carry out his duties as Outside Auditor.
(Notes)1. There is no special interest between the candidate and the Company.
2. Mr. Kazuyuki Togo is a candidate for Substitute Outside Auditor.
3. If Mr. Kazuyuki Togo assumes office as an Auditor, the Company, pursuant to the provisions of Article 427, Paragraph
1 of the Companies Act, plans to enter into an agreement with him to limit his liability for damages under Article 423,
Paragraph 1 of the same Act. The maximum amount of liability for damages pursuant to the aforesaid agreement is thegreater of a predetermined amount of ¥300,000 or more or an amount stipulated by laws and regulations.
4. If Mr. Kazuyuki Togo assumes office as an Auditor, he will be designated as an Independent Auditor as stipulated by
the Tokyo Stock Exchange.

- 10 -

Proposal 4:

Election of the Accounting Auditor

YUSEI Audit & Co. will terminate its services as the Company’s Accounting Auditor upon expiry of its
term of office at the conclusion of this General Meeting of Shareholders. Accordingly, the Company
proposes the election of Grant Thornton Taiyo LLC as the new Accounting Auditor, based on the resolutionof the Board of Auditors.
The Board of Auditors nominated Grant Thornton Taiyo LLC to serve as Accounting Auditor, having
determined that the firm has in place a system to ensure the implementation of proper accounting audits andthat the Company could expect to be supplied with a wide range of information, etc. from a new perspective,
upon comprehensive consideration of factors such as the firm’s size, quality management system,
independence and professional expertise.
The candidate for Accounting Auditor is as follows.
Name
Main officeGrant Thornton Taiyo LLC
NMF Aoyama 1-Chome Building, 8-1-22, Akasaka, Minato-ku, Tokyo
Sep. 1971
June 1979
Sep. 1985
Apr. 1991
Oct. 1994
Apr. 1998
Apr. 1999
July 2001

Corporate history
Feb. 2003
Jan. 2006
July 2008
July 2012
Oct. 2013
Oct. 2014
Capital:Taiyo Audit Corporation founded
Eisho Audit Corporation founded
Gen Audit Corporation founded
Actus Audit Corporation founded
Joined Grant Thornton International
Kasumigaseki Audit Corporation founded
Gen Audit Corporation and Actus Audit Corporation merged to
become Actus Gen Audit Corporation
Changed the corporation name to ASG Audit Corporation(“ASG” written in Japanese characters)
Changed the corporation name to ASG Audit Corporation(“ASG” written in English characters)
Taiyo Audit Corporation and ASG Audit Corporation merged to
become Grant Thornton Taiyo ASG
Converted organizational form to limited liability company tobecome Grant Thornton Taiyo ASG LLC
Merged with Eisho Audit Corporation
Merged with Kasumigaseki Audit Corporation
Changed the corporate name to Grant Thornton Taiyo LLC¥293 million

Number of employees
Representative Partners and Partners:
53
Specified Partners:
1
Certified Public Accountants (CPAs):
180
Corporate profile(As of March 31, 2017)
Junior CPAs, newly certified public accountants:85
Other professionals:
37
Other employees:
42
Total:
398
Number of companies audited:- 11 -

528

Proposal 5:

Determination of Remuneration for Granting Restricted Stock to Directors

The current amount of Directors’ remunerations, etc. of ¥300 million or less per year (excluding theemployee salary portion for Directors who also serve as employees) was approved by the Extraordinary
General Meeting of Shareholders of the Company held on October 2, 2000.
The Company, in an effort to have the Directors (excluding Outside Directors) share in the benefits andrisks of fluctuating stock prices with the shareholders and further raise their incentive toward boosting of theCompany’s share price as well as contributing to the enhancement of corporate value, has decided to grant
Directors (excluding Outside Directors) shares of common stock of the Company that are subject to a certaintransfer restriction period and other provisions including the acquisition by the Company without
consideration (hereinafter the “Restricted Stock”) as per the following.
Accordingly, the Company, upon comprehensively taking into account various circumstances including
the degree of contribution by each Director, proposes to set the total amount of monetary remuneration
receivables to be paid to Directors (excluding Outside Directors) as remuneration related to the Restricted
Stock at ¥100 million or less per year, which will be separate from the above mentioned remunerations, etc.
to Directors.
The granting of the Restricted Stock has been determined upon comprehensively taking into accountvarious circumstances including the degree of contribution by each Director, and the Company thus
considers the plan to be reasonable.
Furthermore, there are currently four (4) Directors (excluding Outside Directors) and if Proposal No. 2 isapproved, there will be four (4) Directors (excluding Outside Directors).
The upper limit of the number of shares and other specifics of the Restricted Stock to be granted to the
Directors (excluding Outside Directors) of the Company
1.

Granting and payment of the Restricted Stock
The Company, in accordance with the resolution of the Board of Directors of the Company, shall pay
monetary remuneration receivables to the Directors (excluding Outside Directors) of the Company within theamount per year stipulated above, for granting the Restricted Stock. Each Director will be granted the
Restricted Stock by means of making an in-kind contribution of all such monetary remuneration receivables.
The amount paid per share shall be determined by the Board of Directors of the Company within an amountwhich is not particularly advantageous to the Directors who underwrite the said Restricted Stock, based on theclosing price (if no transaction is made on such day, the closing price on the transaction day immediately prior
thereto) of the common stock of the Company on the Tokyo Stock Exchange on the business day immediately
prior to the date of the resolution of the Board of Directors of the Company.
Furthermore, the payment of monetary remuneration receivables shall be conditional upon the conclusionof a restricted stock grant agreement expressing the consent of the Directors of the Company to the above
in-kind contribution, and containing the contents stated in 3. below.

2.

Total number of the Restricted Stock
The total number of the Restricted Stock of 100,000 shares to be granted to Directors (excluding Outside
Directors) of the Company shall be the upper limit of the shares of the Restricted Stock to be granted eachfiscal year.
However, in the event that the Company conducts a stock split (including gratis allotment of the common
stock of the Company), a reverse stock split or any similar event requiring adjustment of the total number ofthe Restricted Stock to be granted, which becomes effective after the date of resolution of this Proposal, thetotal number of shares of the Restricted Stock may be adjusted in a reasonable manner.

3.

Contents of the restricted stock grant agreement
When granting the Restricted Stock, in accordance with the resolution of the Board of Directors of theCompany, the restricted stock grant agreement to be concluded between the Company and the Directors whowill be granted the Restricted Stock, shall include the following.
(1) Details of the transfer restriction
Directors who has been granted the Restricted Stock must not transfer to a third party, create a security
interest on, pledge as mortgage security, bequeath before death, bequest or otherwise dispose of said
Restricted Stock during the period stipulated in advance by the Board of Directors of the Company that is
between five years to ten years (hereinafter the “Transfer Restriction Period”).
(2) Acquisition without consideration of the Restricted Stock
In the event that a Director who has been granted the Restricted Stock retires from all duties as Director,- 12 -

Executive Officer and employee of the Company or its subsidiaries, at any point until the day before theCompany’s first Annual General Meeting of Shareholders following the commencement of the Transfer
Restriction Period, the Company shall rightfully acquire the Restricted Stock granted to the said Director(hereinafter the “Granted Shares”) without consideration, except for cases where there is any reason
deemed justifiable by the Board of Directors of the Company.
Furthermore, if at the expiry of the Transfer Restriction Period, as set forth in (1) above, there areremaining Granted Shares for which the transfer restriction had not been cancelled, based on the grounds
for cancelling transfer restrictions, set forth in (3) below, the Company shall rightfully acquire suchshares without consideration.
(3) Cancellation of transfer restrictions
The Company shall, conditional upon the Director who has been granted the Restricted Stockcontinuously remaining in the office of Director until the day before the Company’s first Annual General
Meeting of Shareholders following the commencement of the Transfer Restriction Period, cancel thetransfer restrictions of all of the Granted Shares as at the time when the Transfer Restriction Period
expires.
However, in cases where a Director retires from all duties as Director, Executive Officer and employeeof the Company or its subsidiaries prior to the expiry of the Transfer Restriction Period, for justifiablegrounds as determined by the Board of Directors of the Company, the Company shall adjust the numberof the Granted Shares for which the transfer restrictions are to be cancelled and the timing of thecancellation, as necessary, in a reasonable manner.
(4) Treatment in the event of an organizational restructuring and other changes
If matters relating to a merger agreement to make the Company a non-surviving company, or a shareexchange agreement or a share transfer plan to make the Company a wholly-owned subsidiary of anotherparty, or any other form of organizational restructuring, etc. are approved at the General Meeting of
Shareholders of the Company (or by the Board of Directors of the Company if such organizational
restructuring, etc. does not require the approval of the General Meeting of Shareholders of the Company)
during the Transfer Restriction Period, the Company, prior to the effective date of such organizational
restructuring, etc. shall cancel, by the resolution of the Board of Directors of the Company, the transfer
restrictions with regard to the reasonably determined number of the Granted Shares based on the period
from the date of the beginning of the Transfer Restriction Period to the date of the approval of suchorganizational restructuring, etc.
In such cases, the Company shall rightfully acquire without consideration the Granted Shares for which
the transfer restrictions have not been cancelled at the time immediately after the cancellation of thetransfer restrictions in accordance with the above provision.

- 13 -