Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6670)
June 9, 2022
To Shareholders with Voting Rights:
Yuji Takashima
Chairman & CEO
MCJ Co., Ltd.
6-14-53, Midori-cho, Kasukabe-shi,
Saitama

NOTICE OF CONVOCATION OF
THE 24TH 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 24th 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 (https://evote.tr.mufg.jp/).
In either case, please exercise your voting rights such that they are received no later than 6:00 p.m. Japan timeon Thursday, June 23, 2022.
The Company also participates in the platform for exercising voting rights for institutional investors operated
by ICJ, Inc.
1. Date and Time:

Friday, June 24, 2022 at 10:30 a.m. Japan time
(Venue opens at 9:30 a.m.)

2. Place:

Hall B at Otemachi PLACE Conference Center 2F at
2-3-1, Otemachi, Chiyoda-ku, Tokyo, Japan* The number of available seats is limited this year as a result of securing wide
spaces between seats in order to prevent the spread of COVID-19. Accordingly,
we would like to apologize in advance that we have to deny your entry if the seats
in Hall B are fully occupied.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
24th Fiscal Year (April 1, 2021 - March 31, 2022) 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 24th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of One (1) Director
Proposal 3:
Amount and Partial Revision of the Performance-linked Stock Remuneration
Proposal 4:
Plan for Directors-1-When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of thevenue.

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.
The Attached Documents to this Notice are a portion of the Business Report, Consolidated and Nonconsolidated Financial Statements audited by Auditors in their preparation of the Auditors’ Report, and theConsolidated and Non-consolidated Financial Statements audited by Accounting Auditors in their
preparation of the Accounting Auditors’ Report.
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 and submit
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:
10:30 a.m. Japan time on Friday, June 24, 2022 (Venue opens at 9:30 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 Thursday, June 23, 2022
Exercising your voting rights via the Internet:
Please access the voting rights exercise website (https://evote.tr.mufg.jp/) from your computer or
smartphone, 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 Thursday, June 23, 2022.
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: https://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’s businessperformance, aiming for a total payout ratio to become 30 to 40%, with the dividend payout ratio to be 30%
or above of profit attributable to owners of parent.
In light of the Company’s business performance for the 24th fiscal year and the above policy, the Company
proposes a year-end dividend of ¥32 per share of the common stock.
(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and the total amount thereof¥32 per share of the Company’s common stock
Total amount: ¥3,145,764,128(3) Effective date of the dividends of surplus
Monday, June 27, 2022

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the Proposal(1) Regarding Article 2 (Purpose), the revisions aime to remove businesses which are not currently being
conducted or planning to be launched in the future for better organization.
(2) The amendment to the Companies Act permits the electronic provision of Reference Documents for
Shareholders Meetings, etc., and requires book-entry share issuing companies to stipulate in their articles
of incorporation that they will provide the information contained in Reference Documents for
Shareholders Meetings, etc., electronically from September 1, 2022 onward. Accordingly, the Company
shall establish provisions to the effect that the Company shall take measures to provide information thatis the content of reference documents for the General Meeting of Shareholders, etc. electronically andthat the Company may limit the scope of matters to be included in written documents to be delivered toshareholders who have requested the delivery of written documents.
In addition, the current provisions on Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc. will be deleted as they are no longer necessary,and supplementary provisions regarding the effective date, etc. accompanying these changes shall beestablished.
2. Details of the Amendments
The details of the amendments are as follows.
(The underlined parts are the parts to be amended.)
Current Articles of Incorporation

Proposed Amendments(Purpose)
Article 2.
The purpose of the Company shall be to control andmanage the business activities of domestic andoverseas companies that engage in the following
businesses, through the ownership of shares in suchcompanies.
1 – 25. (Omitted)
26. Planning, design, production, processing,construction, supervision, procurement,
import/export, renting, wholesale, and sale of thegoods listed below, commissioned business of suchactivities, and providing information processing
services for audio recording, video recording, etc.
(1) – (2) (Omitted)(3) Cosmetics, beauty products, and health-related
products(4) Health and beauty devices(5) General foods, health foods, nutritionallyenriched foods, and potable water(6) Agricultural crops, livestock, and products
processed from these materials(7) Agricultural equipment, construction materials,
and other materials(8) Lumber, steel, plastics, and composite resin
products(9) Remote learning textbooks and equipment(10) Refrigerating and freezing equipment(Purpose)
Article 2.
The purpose of the Company shall be to control andmanage the business activities of domestic andoverseas companies that engage in the following
businesses, through the ownership of shares in suchcompanies.
1 – 25. (Unchanged)
26. Planning, design, production, processing,construction, supervision, procurement,
import/export, renting, wholesale, and sale of thegoods listed below, commissioned business of suchactivities, and providing information processing
services for audio recording, video recording, etc.
(1) – (2) (Unchanged)(Deleted)(Deleted)(3) General foods, health foods, nutritionallyenriched foods, and potable water(Deleted)(4) Agricultural equipment, construction materials,
and other materials(5) Lumber, steel, plastics, and composite resin
products(6) Remote learning textbooks and equipment(7) Refrigerating and freezing equipment-4-

Current Articles of Incorporation(11) Luxury items such as alcohol and tobacco
products(12) Home and commercial game software(13) Detergents, cleaning products, cleaning
equipment, and environment beautification products
27. (Omitted)
28. Planning design, construction, systems
development, and operation and management of thestores or facilities listed below, and franchising ofsuch stores or facilities(1) – (4) (Omitted)(5) Saunas, rock bathing, carbonated baths, andother hot spring facilities(6) Facilities providing orthopedic andchiropractic services, as well as relaxation andhealing services(7) Hotels, Japanese inns, and other lodging
facilities(8) Fitness clubs
29. Planning, production, promotion, operation, andmanagement of events related to music,
entertainment, fashion, sports, and culture
30 – 36. (Omitted)
37. Business related to damages insurance sales agent
operations and life insurance recruitment
38. Restaurant business39. Sales of publication materials
40. Temp staff dispatching business
41. Paid employment placement business
42. Real estate sales, rentals, and management
43. Planning, design, implementation, andmanagement of civil engineering, construction,equipment installation, and interior/exterior finishingprojects
44. Design, development, supply, rental, leasing,sales, and maintenance related store equipment andfurnishings, as well as store operations and operation
systems
45. Recruitment, unification, support, education, andguidance for franchise member stores and sales
agents
46. Market research for store openings, as well as
operation planning for franchise stores and guidance
and proxy operations related to store design

Proposed Amendments(Deleted)(8) Home and commercial game software(Deleted)
27. (Unchanged)
28. Planning design, construction, systems
development, and operation and management of thestores or facilities listed below, and franchising ofsuch stores or facilities(1) – (4) (Unchanged)(Deleted)(5) Facilities providing orthopedic andchiropractic services, as well as relaxation andhealing services(6) Hotels, Japanese inns, and other lodging
facilities(7) Fitness clubs
29. Planning, operation, and management of events
related to music, entertainment, fashion, sports, andculture30 – 36. (Unchanged)(Deleted)
37. Restaurant business38. Sales of publication materials(Deleted)(Deleted)
39. Real estate sales, rentals, and management(Deleted)

40. Design, development, supply, rental, leasing,sales, and maintenance related store equipment andfurnishings, as well as store operations and operation
systems
41. Recruitment, unification, support, education, andguidance for franchise member stores and sales
agents
42. Market research for store openings, as well as
operation planning for franchise stores and guidance
and proxy operations related to store design-5-Current Articles of Incorporation
47. Training of sports trainers and sports instructors
48. Management and franchising of orthopedic
clinics, chiropractic clinics, acupuncture andmoxibustion clinics, relaxation salons, aesthetic
salons, caregiving facilities, and day service facilities
49. Rental, sales, and management of medical
machinery, equipment, tools, and supplies
50. Medical invoice business and contracted general
medical office work
51. The following operations for treatment facilities
such as orthopedic clinics, acupuncture andmoxibustion clinics, massage parlors(1) – (4) (Omitted)
52. Coin laundromat management
53. All other ancillary operations related to the above
2. The Company may carry out additional business asnecessary for the purpose of achieving the objectivesof the operations above, including their ancillary andrelated operations.
(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, etc.)Article 19
When the company issues a convocation for a general
meeting of shareholders, information the referencematerials, calculation documents, business reports,
and other balance sheet materials which should be
disclosed to shareholders may be shared over theInternet in accordance with the regulations of the
Ministry of Justice, at which time said materials will
be considered disclosed.
(New addition)

Proposed Amendments
43. Training of sports trainers and sports instructors
44. Management and franchising of orthopedic
clinics, chiropractic clinics, acupuncture andmoxibustion clinics, relaxation salons, aesthetic
salons, caregiving facilities, and day service facilities
45. Rental, sales, and management of medical
machinery, equipment, tools, and supplies
46. Medical invoice business and contracted general
medical office work
47. The following operations for treatment facilities
such as orthopedic clinics, acupuncture andmoxibustion clinics, massage parlors(1) – (4) (Unchanged)
48. Coin laundromat management
49. All other ancillary operations related to the above
2. (Unchanged)(Deleted)(Electronic Provision of General Meeting of
Shareholders Meeting Materials)
Article 19
When the company issues a convocation for a general
meeting of shareholders, electronic provision ofmaterials will be carried out in accordance with
Article 325-2 of the Companies Act.
2. The Company may decide not to require to all orpart of the matters for which it takes electronic
provision measures, which are specified by theapplicable ordinance of the Ministry of Justice, to bestated in the documents to be delivered toshareholders who have made a request for delivery of
documents as provided for in Article 325-5 of theCompanies Act by the record date.

-6-

Current Articles of Incorporation(New addition)

Proposed Amendments
Supplementary provisions
The deletion of Article 19 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, etc.) of the Articles
of Incorporation before amendment and the new
establishment of Article 19 (Electronic Provision ofMaterials for the General Meeting of Shareholders)of the Articles of Incorporation after amendment will
come into effect on September 1, 2022 (hereinafter:
Implementation Date).
2. Notwithstanding the provisions of the previous
clause, Article 19 of the Articles of Incorporation
before amendment (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, etc.) will remain in effectfor any General Meeting of Shareholders held lessthan 6 months after the Implementation Date.
3. These supplementary provisions will be
automatically deleted either after 6 months has
passed from the Implementation Date or after 3
months has passed following a General Meeting of
Shareholders as described in the previous clause.

-7-

Proposal 3:

Election of One (1) Director

The goal of this request to elect a new director is to strengthen the diversity of the board of Directors and thesupervision of the management by adding a female outside director. In addition, the term for this new director
will end at the same time as other currently appointed directors, in accordance with the Company’s Articles ofIncorporation. The candidate for Director is as follows:

No.

Name

Gender

1[New Appointment]
Unemi Yamaguchi [Outside Director Candidate][Independent Director]

FemaleNo.

Name(Date of birth)January 1998

October 2002

1-

Past experience, positions, responsibilities
and significant concurrent positions
April 1985
June 1993

Unemi Yamaguchi(November 26, 1962)

Current Positions and Responsibilities in the
Company

July 2003[New Appointment] June 2005
[Outside Director
February 2008
Candidate][Independent Director]
July 2010

January 2018

April 2018
April 2020

Joined John Swire & Sons (Japan) Ltd.
Section chief, Sales Promotion Section at Sales Headquarters,
Apple Computer Co., Ltd. (currently Apple Japan, Inc.)
Appointed head of the Corporate Planning Headquarters
Advertising Department at Compaq Computer Co., Ltd. (now HP
Japan Inc.)
Appointed head of the Marketing Headquarters at Japan People
Software Co., Ltd. (now Oracle Corporation Japan)
Appointed head of the Consumer Business Headquarters
Marketing Department at Japan Telecom Co., Ltd. (nowSoftBank Group Corp.)
Appointed head of the New Business Development Department at
LogiCool Co., Ltd.
Appointed the general manager of the General Business Marketing
General Headquarters at Microsoft Co., Ltd. (now Microsoft Japan
Co., Ltd.)
Appointed head of the Partner Business Promotion Department in
the Partner Sales Headquarters of EMC Japan Co., Ltd. (now Dell
Technologies Japan Inc.)
Appointed executive officer and secondary business generalmanager in the ICT Business Headquarters at Ricoh Company,
Ltd.
Appointed representative director at Ricoh IT Solutions Co., Ltd.
Appointed representative at U. Academy (current post)

Number ofshares of theCompany held

0

[Reasons for Selection as an Outside Director Candidate]Ms. Unemi Yamaguchi has extensive experience in business planning, marketing, and project management operations at
global companies within the ICT field, as well as thorough knowledge of corporate management from her work. We request
her appointment as an outside director in recognition for the beneficial advice she has provided to the Group regarding generalmanagement issues, growth strategy, and future business expansion.

(Notes)1. There are no special interests between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance contract with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, designating Directors, Auditors, executive officers andemployees in managerial or supervisory positions at the Company (hereinafter “Directors, etc.”) as well as Directors,
etc. of the Company's subsidiaries as the insured. In the event of the Directors, etc. being liable for damages arising fromtheir duties, the said insurance contract shall compensate for damages and legal expenses to be borne by them. Provided,
however, that there are certain exemptions so that the appropriateness of the execution of duties by the Directors, etc. is

-8-

3.

4.

5.

not impaired; for example, damage caused as a result of any conduct committed while knowing that the conduct is inviolation of laws and regulations shall not be covered. The candidates for Directors will be insured under the insurance
contract.
The Company bears the entire premium. The term of the contract is one year, and the Company plans to renew thecontract before its expiration in accordance with the resolution of the Board of Directors.
Roles expected to be played by the candidates for Outside Director Ms. Unemi Yamaguchi, if elected as Outside
Directors of the Company
The Company expects Outside Directors to assume the roles and responsibilities of: reviewing, from the perspective ofgeneral shareholders independent of the management team, if the business plans and strategies for achieving such plansdeveloped by the management team in charge of the execution of business operations are acceptable or not, and providing
beneficial advice based on his/her insight that he/she acquired through his/her experience in corporate management inother companies; verifying and evaluating the validity of the outcomes of the management, and appropriately reflecting
the evaluation results in the election and dismissal of the management team members and decision on their remuneration;and supervising important decision-making of the Board of Directors and proposals from the management team in termsof whether there are any issues including conflicts of interests and biased decisions.
Liability limitation agreement with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company plans to enter into anagreement with Ms. Unemi Yamaguchi to limit her 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 the greater of a predeterminedamount of ¥300,000 or more or an amount stipulated by laws and regulations.
Independent Director
Ms. Unemi Yamaguchi is an Independent Directors as stipulated by the Tokyo Stock Exchange and is registered as suchat the said exchange.

-9-(Reference)
Major skills (knowledge, ability and experience) and specialties of the candidates for Directors and current
Auditors
Major Skills and Specialties
Experience
Position and Role
Personnel &Corporatein CoreGlobalFinance &Legal &
at the Company
talentManagement Business and Experience Accounting Compliancedevelopment
Industry
Representative
Director, Chairman
●
●
CEO

No.

Name

1

Yuji Takashima

2

Motoyasu Yasui

Representative
Director, President,
and COO●

3

Takeshi Asagai

Director
Chief Administrative
officer●4

Kenji Ishito

Director
CFO●

5

Katsunori Ura

Outside Director
Advisory Member●

6

Gideon Franklin

Outside Director
Advisory Member

●

●

7

Shoichi Miyatani

Outside Director
Advisory Member

●

●

●

●

8

Unemi
Yamaguchi(New
Candidate)

●

●

●

●

9

Shoichi
Horiguchi

Permanent Auditor

10

Hiroyuki Aso

Outside Auditor
Advisory Member●

11

Kazuma Yasuda

Outside Auditor
Advisory Member

●

●

●

IT &
Digital

●

●

●
●

●

●

●

●
●

●

●

●

●

●

●

●

●

(Notes)1. The skills in the above table do not represent all the skills and specialties that each person possesses.
2. No. 8 is the candidate for Director in this proposal.

- 10 -

●

●

●

●

ESG
(Environmental,
Social, andGovernance)●

(Reference)
Standards for Independence for Election of Outside Directors or Outside Auditors
The Company established the following requirements as standards to determine whether Outside
Directors or Outside Auditors (hereinafter referred to collectively as “Outside Officers”) are qualified to be
regarded as independent of the Company's management with no concerns of conflict of interests with generalshareholders.
1. An Outside Officer shall not be a person who is, or who has been within the 10 years preceding
appointment, an executive director, executive officer, manager or other employee (hereinafter referred tocollectively as “Executive, etc.”) of the Company or its current affiliated company (hereinafter referred
to collectively as the “Group”), or be a spouse, relative within the second degree of kinship or cohabiting
relative of such person.
2. An Outside Officer shall not be a person who falls under any of the following categories.
1) A person who is, or who has been within the last 5 years, an Executive, etc. of a company that iscurrently a major shareholder (a shareholder holding 10% or more of voting rights; the same applies
below) of the Company
2) A person who is, or has been within the last 5 years, an Executive, etc. of a company for which theCompany is currently a major shareholder
3) A person who has directly received ¥10 million or more of remuneration or monies or other properties,
including as a consideration for execution of business or transaction, from the Group in any of the last
5 fiscal years
Note that the actual situation will be carefully reviewed if the person indirectly received such
remuneration, monies or other properties.
4) An Executive, etc. of a company or other entity whose amount of payment or receipt of consideration
for business or transactions with the Group accounts for 2% or more of the annual consolidated grosssales of the company or other entity in any of the last 5 fiscal years5) An Executive, etc. of a company or other entity that has received donations or subsidies of ¥10 million
or more from the Group in any of the last 5 fiscal years6) An Executive, etc. of a company or other entity or its subsidiary that accepts a director or auditor fromthe Group7) An Executive, etc. of a financial institution or other major creditor that is critical for the Company's
financing and upon which the Company is dependent to a degree that it is irreplaceable (hereinafterreferred to as “Major Creditor, etc.”), or a person who was an Executive, etc. of a current Major
Creditor, etc. of the Company within the last 3 years8) A certified public accountant currently serving as Accounting Auditor of the Group, or a member,
partner or employee of an audit corporation currently serving as Accounting Auditor of the Group9) A certified public accountant who served as Accounting Auditor of the Group within the last 3 years,
or a member, partner or employee of an audit corporation that served as Accounting Auditor of theGroup within the last 3 years who was actually in charge of auditing of the Group (including those
who have already resigned or retired)
10) An attorney, certified public accountant, tax accountant or other consultant who does not fall under
the category of 8) or 9) above, and who has received ¥10 million or more per year of monetary orother property benefits other than remuneration as an officer from the Group in any of the last 3 fiscal
years11) A person who is a member, partner or employee of a law firm, audit corporation, tax accountant
corporation, consulting firm or other professional advisory firm (hereinafter referred to collectively
as “Firm”) that does not fall under the category of 8) or 9) above, that has received payment of 2% ormore of its consolidated gross sales from the Group in the immediately preceding fiscal year, and thathas the Group as its major client12) A spouse, relative within the second degree of kinship or cohabiting relative, or a person similar to
the foregoing, of a person stipulated in any of 1) through 7) above (excluding employees) (“A person
similar to the foregoing” means a person who has a relationship, such as having a personal interest,
that is reasonably considered to prevent him/her from fulfilling his/her duties as Independent Director
or Independent Auditor; the same applies below)
13) A spouse, relative within the second degree of kinship or cohabiting relative, or a person similar to- 11 -

the foregoing, of a person stipulated in any of 8) through 11) above
3. An Outside Officer shall not be an interested individual who shares the same livelihood as those fallingunder 1 above.
4. In addition, an Outside Officer shall not have any other circumstances that are reasonably considered toprevent him/her from fulfilling his/her duties as Independent Director or Independent Auditor.
5. An Outside Officer shall continue to maintain the requirements for independence and neutrality stipulated
in 1 through 4 above after assuming the office.

- 12 -

Proposal 4:

Amount and Partial Revision of the Performance-linked Stock Remuneration Plan for
Directors

1. Reason and justification for the proposal
The Company has introduced a “Board Benefit Trust (BBT),” a performance-linked stock remuneration plan(hereinafter referred to as “the Plan”) for the Company’s Directors (excluding Outside Directors; the same
applies hereinafter unless otherwise indicated) and Executive Officers, as well as some Directors of theCompany’s subsidiaries (excluding Outside Directors; hereinafter referred to collectively as “Eligible Officers”),
for which approval was received at the 22nd Annual General Meeting of Shareholders on June 24, 2020.
The Plan is aimed at increasing Eligible Officers’ awareness of enhancing performance in the medium tolong term and contributing to growing corporate value, by clarifying the link between Eligible Officers’
remuneration and the Company’s performance and share price, and allowing them to share with all shareholders
in both the merits of increases in share price and the risks of share price declines.
The Company has recently reviewed the officers’ remuneration plan and increased the percentage of officers’
remuneration comprised by the Plan in order to link officer remuneration levels more closely with factors suchas the degree of achieving the targets in the Medium-term Management Plan and increase the incentive toachieve the targets. In conjunction with this, the Company requests approval to revise the maximum amount offunds to be contributed and the maximum number of points to be granted in each Plan Period as described in 2
below.
This proposal is based on the above-mentioned purpose, and the Company has judged that the content of this
proposal is necessary and appropriate. If this proposal is approved, the Company plans to partially change its
policy for deciding the content of individual remuneration, etc. for Directors of the Company so that it isconsistent with the approved content (please refer to pages 33 to 41 of the Business Report (in Japanese only).
At present, the Company has four Directors (excluding Outside Directors), and four Directors will be eligible
for the Plan.
2. Details of the revision
Shares of the Company are acquired by a trust (the trust established based on the Plan, hereinafter “theTrust”) in the number that is reasonably estimated to be required for granting the Company’s shares, etc. in eachtime period (i.e., the three-year period defined below in 3 (4)). The Company proposes to revise the maximum
amount of funds to be contributed by the Company to 920 million yen (of which 540 million yen shall be for
Directors of the Company) from 360 million yen (of which 210 million yen shall be for Directors of theCompany), and the total number of points to be granted to Eligible Officers in each time period to 760,000
points (of which 450,000 points shall be for the Directors of the Company) from 450,000 points (of which
255,000 points shall be for the Directors of the Company).
3. Overview after the revision of the Plan
(1) Overview
The Plan is a performance-linked stock remuneration plan, where shares of the Company are acquired bya trust using funds contributed by the Company. Through the Trust, Eligible Officers shall receive shares of
the Company and money equivalent to the fair value of shares of the Company (hereinafter “the Company’s
shares, etc.”), based on the Regulations on the Granting of Shares to Officers established by the Company.
As a rule, Eligible Officers shall receive the Company’s shares, etc. after the conclusion of each time
period indicated in (4) below.
(2) Officers eligible under the Plan
The Company’s Directors and Executive Officers, and some Directors of the Company’s subsidiaries.
(Outside Directors shall not be eligible under the Plan.)(3) Trust period
The trust period shall be from November 24, 2020 until the Trust terminates. (No specific termination dateshall be set for the trust period, and the Trust shall continue to exist until the Plan is terminated. The Plan
shall be terminated in the event that the Company’s shares are delisted, or through abolition of theRegulations on the Granting of Shares to Officers, etc.)(4) Trust amount
Subject to approval of this proposal, the Company will contribute money to the Trust as additional funds- 13 -

necessary for the Trust to acquire shares of the Company ahead of the defined period in the number that isreasonably estimated to be required for granting the Company’s shares, etc. in accordance with (6) and (7)below. The Trust will use the additional funds contributed by the Company to acquire shares of the Company
as described in (5) below.
Specifically, the Company shall introduce the Plan for the period of three fiscal years comprising the fiscal
year ending on March 31, 2023, and the fiscal year ending on March 31, 2025, and each three fiscal year
period thereafter (hereinafter each three fiscal year period is referred to as a “Plan Period”). The Company
shall contribute the following amounts of money as additional funds for the acquisition of shares of theCompany by the Trust, for the purposes of granting the Company’s shares, etc. to Eligible Officers.
As a rule, the Company shall contribute additional funds not exceeding 920 million yen (of which 540
million yen shall be for Directors of the Company) in each subsequent Plan Period, until such time as thePlan terminates. However, where, at the time of contribution of additional funds, the assets held by the Trust
still contain shares of the Company (except in the case of shares of the Company equivalent to confirmed
points in (6) below, where these have not yet been granted to Eligible Officers) or money (hereinafter“Remaining Shares, etc.”), the sum of the value of the Remaining Shares, etc. (the book value on the final
day of the Plan Period immediately preceding, in the case of the Company’s shares) and the additional funds
contributed, shall not exceed 920 million yen (of which 540 million yen shall be for Directors of theCompany).
The Company may contribute funds to the Trust in multiple installments to the extent that cumulative
amount of contributions during the Plan Period reaches the maximum limit described above. The Company
shall make appropriate and timely disclosure of any decision to contribute additional funds.
(5) Methods of acquiring shares of the Company, and the number of shares to be acquired
Shares of the Company shall be acquired by the Trust in open market transactions on a stock exchange, or
through acceptance of disposal of the Company’s treasury stock, and funded using the money contributed inaccordance with the provisions of (4) above.
The details of acquisition of shares of the Company by the Trust shall be disclosed in an appropriate andtimely manner.
(6) Method for calculating the number of the Company’s shares, etc. to be granted to Eligible Officers
For each fiscal year, each Eligible Officer shall be granted a certain number of points, to be determinedbased on rank, in accordance with the Regulations on the Granting of Shares to Officers. The number ofpoints granted to Eligible Officers shall be adjusted after the conclusion of each Plan Period, based on the
degree of achievement of performance targets. The total number of points for Eligible Officers, after
adjustment, shall be no more than 760,000 points (of which 450,000 points shall be for Directors of theCompany) in each Plan Period. These numbers have been determined upon comprehensive consideration of
the current levels of officers’ remuneration, trends in the number of Eligible Officers, and forecasts for the
future, and are deemed appropriate.
The adjusted number of points granted to Eligible Officers shall be converted into the number of theCompany’s shares, etc. granted in accordance with the provisions of (7) below, at the ratio of 1 share of theCompany’s common stock for 1 point. (However, where, subsequent to approval of this proposal, the sharesof the Company undergo a stock split, allotment of shares without contribution or stock consolidation, etc.,
the maximum number of points and the number of points already granted, or the ratio for conversion intoshares, shall be adjusted within reasonable bounds based on the ratio of the stock split, etc.)
As a rule, the number of points pertaining to each Eligible Officer, that forms the basis for the granting of
the Company’s shares, etc. in accordance with the provisions of (7) below, shall be the number of points
granted to the Eligible Officer during each Plan Period (hereinafter the “confirmed number of points”).
(7) Granting the Company’s shares, etc.
Eligible Officers who have fulfilled the requirements for eligible beneficiaries shall, as a rule, receivefrom the Trust a number of the shares of the Company based on the confirmed number of points determinedin accordance with the provisions of (6) above, after the conclusion of the Plan Period. However, in cases
where the requirements established in the Regulations on the Granting of Shares to Officers have been
fulfilled, Eligible Officers shall receive a certain proportion of money in place of shares of the Company, in
an amount equivalent to the fair value of the shares. The Trust may sell shares of the Company in order to
pay this money.
Even if an Eligible Officer has been granted points, he or she will not be entitled to the right to receive
benefits if a General Meeting of Shareholders or a meeting of the Board of Directors resolves to dismiss him
or her, if he or she resigns due to certain improper conduct during his or her term, or if he or she engages in- 14 -

inappropriate behavior that causes damages to the Company during his or her term.
(8) Exercise of voting rights
The voting rights of shares of the Company held within the account of the Trust shall not be exercised,
under the direction of the administrator of the Trust. This method is designed to ensure the neutrality of theexercise of voting rights held in the Trust account, with respect to the Company’s management.
(9) Treatment of dividends
Dividends pertaining to shares of the Company held within the account of the Trust shall be received by
the Trust, and shall be allocated to pay for the acquisition of shares of the Company, as well as for trust fees
payable to the trustee of the Trust. On the termination of the Trust, any dividend monies, etc. remaining in
the Trust shall be distributed to the Eligible Officers in office at that time, in proportion to the number ofpoints held by each.
(10) Treatment on termination of the Trust
The Trust shall terminate in the event that the shares of the Company are delisted, or due to reasons suchas the abolition, etc. of the Regulations on the Granting of Shares to Officers.
At the time of the termination of the Trust, it is planned that all shares of the Company among the residual
assets of the Trust shall be acquired by the Company free of charge, and canceled by resolution of the Boardof Directors. All money among the residual assets of the Trust shall be paid to the Company, with the
exception of the money to be paid to Eligible Officers in accordance with the provisions of (9) above.

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