These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Stock Exchange Code 8708)
June 4, 2019
To Shareholders with Voting Rights:
Takuya Aizawa
President
AIZAWA SECURITIES CO., LTD.
1-20-3 Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF THE 99TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 99th Annual General Meeting of Shareholders of AIZAWASECURITIES CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights in the manner described hereafter by 5:00 p.m. (JST) on Monday, June 24, 2019.
1. Date and Time:

Tuesday, June 25, 2019 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

4F, Bellesalle Tokyo Nihombashi, Tokyo Nihombashi Tower
2-7-1 Nihonbashi, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 99th Fiscal
Year (April 1, 2018 - March 31, 2019) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 99th Fiscal Year (April 1,2018 - March 31, 2019)
Proposals to be resolved:
Election of Eight (8) Directors
Proposal 1:
Election of Two (2) Audit & Supervisory Board Members
Proposal 2:
Determination of Remuneration for Granting Shares with Restriction on
Proposal 3:
Transfer for Directors (Excluding Outside Directors)

1

In accordance with the provisions of laws and regulations and Article 18 of the Company’s Articles ofIncorporation, the following matters are posted on the Company’s website, and are not included in this Notice andattached documents. (URL: https://www.aizawa.co.jp/ir/library/general_meeting.html)<1> “Systems to Ensure Appropriateness of Business Operations” in the Business Report<2> Notes to the Consolidated Financial Statements<3> Notes to the Non-consolidated Financial Statements
Thus, documents provided with this Notice constitute a portion of the scope of audit in the Independent Auditor’sReport and the Audit Report by the Audit & Supervisory Board.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements require any revisions, the revisions will be postedon the Company’s website (https://www.aizawa.co.jp).

2Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes that eight (8) Directors including a newly-appointed
Director be elected.
The candidates for Directors are as follows:
No.

Name

Current positions and responsibilities at the Company
President COO and CHO
In charge of Strategic Personnel
In charge of Corporate Planning Department, Business
Process Reengineering Department, Underwriting Department
and Investment Adviser Department
Senior Managing Director CIO
In charge of New Business Creation and Regional
Revitalization

1

TakuyaAizawaReappointment

2

Yuji Kakudo

Reappointment

3

AtsushiOhishiReappointment

Managing Director CMO

4

Naoi Niijima

Reappointment
Woman

Director
Head of Compliance Division

5

Kazuhiro
Mashiba

Reappointment

Director CFO

6

Atsuo
Takahashi

7

KunimiTokuoka8

Shinichiro
ShirakiReappointment
OutsideIndependent
Reappointment
OutsideIndependent
New
appointment
OutsideIndependent

Director

Director

3

No.

1

Name
(Date of birth)

Career summary, positions and responsibilities

October 1997 Joined Nomura Research Institute, Ltd.
July 2005
Joined the Company
March 2010 Senior General Manager; Dedicated General Manager,
Planning Department
June 2012
Director
May 2013
Director, YAHATA SECURITIES CO., LTD. (currently
AIZAWA SECURITIES CO., LTD.)
June 2014
Senior Managing Director;
Head of Administration Division
June 2014
Director, AIZAWA Investments Co., Ltd.
June 2016
Representative Senior Managing Director;
Head of Administration Division
March 2017 President, Japan Asia Securities Co., Ltd. (currently
Reappointment
AIZAWA SECURITIES CO., LTD.)
March 2017 Director
Takuya Aizawa
June 2018
Director, JAPAN SECURITIES INC.
(September 5, 1974) July 2018
President
October 2018 President COO and CHO (current position)

Number ofshares of theCompany held

835,508[Business in Charge in the Company]
Strategic Personnel
Corporate Planning Department
Business Process Reengineering Department
Underwriting Department
Investment Adviser Department[Significant concurrent positions]
Director, AIZAWA Investments Co., Ltd.
Director, JAPAN SECURITIES INC.
[Reason for nomination as a candidate for Director]
Mr. Takuya Aizawa has extensive knowledge relating to finance-related systems acquired through engaging in
the finance-related system engineering business, and since joining the Company, he has been mainly involved inbusinesses including product planning, corporate planning, and IR, as well as in the management of subsidiaries.
We nominate him as a candidate for Director, because he has high expertise related to the financial instruments
business and corporate management in general.

4

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1982

Reappointment

2

Yuji Kakudo(September 29,
1958)

Joined The Fuji Bank, Limited (currently Mizuho Bank,
Ltd.)
April 1999
Senior Assistant Manager, Corporate Planning Office,Global Planning Department
April 2000
Seconded to Kankaku Securities Co., Ltd. (currently Mizuho
Securities Co., Ltd.), General Manager, Corporate Planning
Department
Assigned to U.S. office (Boston), Special Assignment
Manager
April 2006
General Manager, Securities Department, Mizuho Bank,
Ltd., and Director, Mizuho Capital Co., Ltd.
April 2007
General Manager, Securities & Trust Department, Mizuho
Bank, Ltd.
April 2008
General Manager, Umeda Corporate Department
May 2010
Advisor, the Company
June 2010
Managing Executive Officer
June 2011
Director
June 2013
Managing Director
April 2017
Senior Managing Director; Head of Strategic Planning
Division and General Manager, Strategic Planning
Department
July 2018
Senior Managing Director; Head of Strategic Planning
Division
October 2018 Senior Managing Director CIO (current position)

Number ofshares of theCompany held

19,800[Business in Charge in the Company]
New Business Creation
Regional Revitalization[Reason for nomination as a candidate for Director]
Mr. Yuji Kakudo is well versed in banking and securities businesses. After joining the Company, he started asolution service, in which he played a central role. We nominate him as a candidate for Director, because he hasa wealth of experience, achievements, and expertise in corporate management in general.

5

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1990
July 2005
July 2005
July 2006
June 2009
June 2009
May 2013
June 2013

Reappointment
June 2014
Atsushi Ohishi(December 10, 1967) March 20173

April 2017
June 2017
May 2019

Joined the Company
General Manager, Investment Bank Department
President, AIZAWA Investments Co., Ltd.
General Manager, Investment Bank Department I
Executive Officer; General Manager, Planning Department
Director, AIZAWA Investments Co., Ltd.
Director, YAHATA SECURITIES CO., LTD. (currently
AIZAWA SECURITIES CO., LTD.)
Executive Officer; Head of Business Strategy Division andGeneral Manager, Planning Department
Director; Head of Business Strategy Division and General
Manager, Planning Department
Director, Japan Asia Securities Co., Ltd. (currently
AIZAWA SECURITIES CO., LTD.)Managing Director; Head of Sales Division and General
Manager, Chugoku region Sales Division
Managing Director; Head of Sales Division
Managing Director CMO (current position)

Number ofshares of theCompany held

17,200[Significant concurrent positions]
Director, AIZAWA Investments Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Atsushi Ohishi has been engaged in businesses including retail sales, investment banking, sales planning,and corporate planning as well as in the management of subsidiaries at the Company and its subsidiaries. We
nominate him as a candidate for Director, because he has a wealth of experience, achievements, and expertise incorporate management in general.

6

No.

Name
(Date of birth)

Reappointment
Woman
Naoi Niijima(July 6, 1960)
4

Career summary, positions and responsibilities
February 1989 Joined the Company
August 2000 Manager, Corporate Planning Section, Corporate Planning
Department
June 2007
General Manager, Planning Department I
August 2011 Senior General Manager; Deputy General Manager,
Administration Division and General Manager, General
Affairs and Personnel Department
June 2014
Executive Officer; Deputy General Manager, Administration
Division and General Manager, General Affairs andPersonnel Department
June 2015
Audit & Supervisory Board Member, AIZAWA Investments
Co., Ltd.
March 2017 Executive Officer; Head of Administration Division
March 2017 Audit & Supervisory Board Member, Japan Asia Securities
Co., Ltd. (currently AIZAWA SECURITIES CO., LTD.)
April 2017
Executive Officer; Head of Compliance Division
June 2017
Director; Head of Compliance Division
March 2018 Director; Head of Compliance Division and General
Manager, Sales Administration Department
July 2018
Director; Head of Compliance Division (current position)

Number ofshares of theCompany held

14,200[Significant concurrent positions]Audit & Supervisory Board Member, AIZAWA Investments Co., Ltd.
[Reason for nomination as a candidate for Director]
Ms. Naoi Niijima served as General Manager, General Affairs and Personnel Department, Head of
Administration Division, and Head of Compliance Division, after mainly engaging in corporate planning duties.
She has accumulated a wealth of experience, achievements and expertise in the financial instruments businessand corporate management in general. As a variety of discussions from a woman’s point of view will contributeto enhancing the corporate value of the Company, we nominate her as a candidate for Director.

7

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1990
April 2001
June 2011
October 2011
May 2013
June 2016
March 2017

Reappointment
April 2017
Kazuhiro Mashiba(April 29, 1966)

March 20185
June 2018
May 2019
May 2019

Joined NAITO Securities Co., Ltd.
Joined the Company
President, AIZAWA Investments Co., Ltd.
General Manager, Accounting Department
Audit & Supervisory Board Member, YAHATASECURITIES CO., LTD. (currently AIZAWASECURITIES CO., LTD.)
Executive Officer; General Manager, Accounting
Department
Audit & Supervisory Board Member, Japan Asia Securities
Co., Ltd. (currently AIZAWA SECURITIES CO., LTD.)
Senior Executive Officer; Head of Administration Division
and General Manager, Corporate Planning Department
Senior Executive Officer; Head of Administration Division,
General Manager, Corporate Planning Department andGeneral Manager, Business Management Department
Director; Head of Administration Division
Director CFO (current position)
Director, JAPAN SECURITIES INC.

Number ofshares of theCompany held

9,300

[Significant concurrent positions]
President, AIZAWA Investments Co., Ltd.
Director, JAPAN SECURITIES INC.
[Reason for nomination as a candidate for Director]
Mr. Kazuhiro Mashiba served as General Manager, Accounting Department and Head of Administration
Division. He has been engaged in businesses including investment banking and corporate planning as well as in
the management of subsidiaries at the Company and its subsidiaries. We nominate him as a candidate for
Director, because he has a wealth of experience, achievements and expertise in corporate management ingeneral.

8

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1964
June 1991
June 1993
July 1998
April 2004

Reappointment
July 2005
OutsideNovemberIndependent
2007
Atsuo Takahashi
June
2011
(November 12, 1940)
6

June 2012

Joined Ministry of Finance
Deputy Director-General of the Banking Bureau, Ministry of
Finance
Director-General of the Customs and Tariff Bureau
Served as Managing Director, Senior Managing Director andVice Chairman, Japan Securities Dealers Association
Commissioner, Auditing Oversight Board of Certified Public
Accountant
Chairman of the Board, Japan Securities Research Institute
Chairman, Japan Investor Protection Fund

Number ofshares of theCompany held–

Special Temporary Employee, Japan Securities ResearchInstitute
Director, the Company (current position)[Significant concurrent positions]
Outside Audit & Supervisory Board Member, Takagi Securities Co., Ltd.
(scheduled to retire as of June 26, 2019)
Chairman, Japan Tariff Association (scheduled to retire as of May 30, 2019)[Reason for nomination as a candidate for Outside Director]
Mr. Atsuo Takahashi, served as Deputy Director-General of the Ministry of Finance and Managing Director,
Senior Managing Director and Vice Chairman of Japan Securities Dealers Association. He has a wealth ofexpertise and experience in overall financial matters and financial instruments business, etc. We nominate him
as a candidate for Outside Director as we believe that he will be able to appropriately execute his duties as an
Outside Director. He will have served as an Outside Director of the Company for seven (7) years at theconclusion of this General Meeting of Shareholders.
April 1976
Joined The Industrial Bank of Japan, Ltd. (currently Mizuho
Bank, Ltd.)May 1987
Seconded to IBJ International plc, Associate Director
July 1993
General Manager, Bond Sales Division I, IBJ Securities Co.,
Ltd. (currently Mizuho Securities Co., Ltd.)
June 1999
Executive Officer
October 2000 Managing Executive Officer; General Manager, Market
Reappointment
Sales Group
OutsideApril 2007
Managing Executive Officer; General Manager, Global
Independent
Investment Bank Department–
September
Senior Managing Executive Officer, Aozora Bank, Ltd.
Kunimi Tokuoka
2008(November 27, 1951)
June 2009
Representative Director and Deputy President
7
June 2016
Director, the Company (current position)
July 2017
External Auditor, ES NETWORKS CO., LTD.
[Significant concurrent positions]
External Auditor, ES NETWORKS CO., LTD.
[Reason for nomination as a candidate for Outside Director]
Having served as Executive Officer, IBJ Securities Co., Ltd. (currently Mizuho Securities Co., Ltd.) and
Representative Director and Deputy President, Aozora Bank, Ltd., etc., Mr. Kunimi Tokuoka has long been
affiliated with financial institutions and engaged in corporate management. We nominate him as a candidate for
Outside Director as we believe that he will be able to appropriately execute his duties as an Outside Director,
such as providing accurate advice to the management of the Company based on his wealth of expertise andexperience in the field of finance in general and financial instruments business, etc. He will have served as an
Outside Director of the Company for three (3) years at the conclusion of this General Meeting of Shareholders.

9

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1993
June 2007

New appointment
OutsideIndependent
8

Shinichiro Shiraki(July 16, 1970)

Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Director, Monex Alternative Investments, Inc. (currently
Astmax Asset Management, Inc.)
February 2009 Managing Director & Chairman
April 2013
Director; in charge of Asset Management and Sales
Department, Astmax Asset Management, Inc.
June 2015
Representative Director and President, Akebono AssetManagement Ltd. (current position)

Number ofshares of theCompany held–

[Significant concurrent positions]Representative Director and President, Akebono Asset Management Ltd.
[Reason for nomination as a candidate for Outside Director]
Mr. Shinichiro Shiraki has extensive knowledge and experience in finance, investments and financial strategies
in general through engaging in the investment management business for many years, as well as being a
corporate manager of an investment firm. We nominate him as a candidate for Outside Director as we believethat he will provide accurate advice to the management of the Company.
(Notes) 1. There are no special interests between each candidate for Directors and the Company.
2. Mr. Atsuo Takahashi is a candidate for Outside Director. The Company has registered him as an independent officer
with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange.
3. Mr. Kunimi Tokuoka is a candidate for Outside Director. The Company has registered him as an independent officer
with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange.
4. Mr. Shinichiro Shiraki is a candidate for Outside Director. The Company intends to register him as an independent
officer with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange.
5. To facilitate the recruitment of talented human resources as Outside Directors, the Company has stipulated in its
Articles of Incorporation that it may enter into an agreement with Outside Directors to limit their liability fordamages to the Company to a certain range. The Company has entered into the limited liability agreement with Mr.
Atsuo Takahashi and Mr. Kunimi Tokuoka and intends to enter into the said limited liability agreement with Mr.
Shinichiro Shiraki, candidate for Outside Director.
Outline of the contents of the agreement is as follows:
・If an Outside Director is liable for damages to the Company due to negligence of his/her duty, his/her liability will
be limited to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act.
・The aforementioned liability limitation shall be applied only in cases where such Outside Director performed
his/her duties giving rise to such liabilities in good faith and without gross negligence.

10

Proposal 2:

Election of Two (2) Audit & Supervisory Board Members

At the conclusion of this General Meeting of Shareholders, the term of office of Audit & Supervisory
Board Member Fumitoshi Ishikawa, will expire and Audit & Supervisory Board Member Masaaki Okita has
resigned as of April 30, 2019. Accordingly, the Company proposes that two Audit & Supervisory Board
Members including a newly-appointed Audit & Supervisory Board Member be elected.
The Audit & Supervisory Board has given its consent to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

1

Name
(Date of birth)

Career summary and positions

April 1977
Joined the Company
February 1993 Branch Manager, Hadano Branch
June 2006
Senior General Manager; Branch Manager, Kakegawa
BranchReappointment
June 2008
Executive Officer; General Manager, Shizuoka Sales
Fumitoshi Ishikawa
Division(February 12, 1955) June 2014
Executive Officer; Head of Compliance Division
January 2016 Executive Officer; General Manager, Investment Adviser’s
OfficeJune 2018
Audit & Supervisory Board Member (current position)

Number ofshares of theCompany held

25,460[Reason for nomination as a candidate for Audit & Supervisory Board Member]
Since joining the Company, Mr. Fumitoshi Ishikawa held various managerial positions in retail sales, and served
as Head of Compliance Division and General Manager, Investment Adviser’s Office. We nominate him as a
candidate for Audit & Supervisory Board Member, because he has a wealth of experience, achievements andexpertise in both retail sales and compliance and management in general.

New appointment
Mitsuru Shirai(March 22, 1956)
2

April 1978
Joined the Company
June 1998
Branch Manager, Chofu Branch
November 2001 Branch Manager, Shimizu Branch
July 2003
Branch Manager, Mishima Branch
July 2006
Branch Manager, Fujinomiya Branch
August 2011
Senior General Manager; General Manager, East Japan
Sales Division
October 2013 Senior General Manager; Branch Manager, Fujinomiya
BranchMay 2019
Senior General Manager; Executive Adviser, Assistant to
Human Resources Division (current position)

12,300[Reason for nomination as a candidate for Audit & Supervisory Board Member]
Since joining the Company, Mr. Mitsuru Shirai held various managerial positions in retails sales including
Branch Manager, Chofu Branch, and served as General Manager, East Japan Sales Division. We nominate him
as a candidate for Audit & Supervisory Board Member because of his wealth of experience, achievements, andexpertise in both retail sales and management in general.
(Notes) 1. There are no special interests between each candidate for Audit & Supervisory Board Members and the Company.
2. Mr. Masaaki Okita resigned from the office of Audit & Supervisory Board Member as of April 30, 2019, and has
assumed the office of Senior Executive Officer and Head of Sales Promotion Division of the Company as of May 1,
2019.

11

Proposal 3:

Determination of Remuneration for Granting Shares with Restriction on Transfer for
Directors (Excluding Outside Directors)

The amount of remuneration, etc. for Director of the Company was approved by the resolution of the 87th
Annual General Meeting of Shareholders held on June 26, 2007 at within the annual amount of ¥600 million(however, excluding the amount of employee salary paid to Directors who serve concurrently as employees).
As part of the revision of the remuneration plan for Directors, the Company proposes to newly offer
remuneration to the Directors of the Company (“Eligible Director(s)”) for granting shares with restrictions ontransfer (or “restricted stock”) in an effort to provide incentives to the Eligible Directors to sustainably
increase corporate value and to further promote the sharing of value with Company’s shareholders.
The Company, upon comprehensively taking into consideration various circumstances including the degreeof contribution of Directors of the Company, proposes to set the total amount of monetary remuneration
receivables to be used for granting restricted stock to Eligible Directors as remuneration, etc. at within theannual amount of ¥50 million, separate from the above-stated amount of annual remuneration, etc. for
Directors.
The allotment of the restricted stock has been determined upon comprehensively taking into consideration
various circumstances including the degree of contribution of Directors of the Company and thus theCompany deems the content of this allotment to be reasonable.
Currently, the number of Directors is eight (8) (including two (2) Outside Directors). If Proposal 1 “Electionof Eight (8) Directors” is approved as proposed, the number of Directors shall remain the same at eight (8)(including three (3) Outside Directors).

Specific Details of Restricted Stock for Eligible Directors and the Maximum Number of Stock
1. Allotment and payment of restricted stock
The Company, based on the resolution of the Board of Directors of the Company, shall pay the Eligible
Directors, monetary remuneration receivables within the above-stated annual amount as remuneration relating
to restricted stock, and each one of the Eligible Director will make an in-kind contribution of the entire
amount of the said monetary remuneration receivables, and receive allotment of the restricted stock.
The payment amount of the restricted stock will be determined at the Board of Directors based on theclosing price of common shares of the Company on the Tokyo Stock Exchange on the business day before
each resolution by the Board of Directors for its issue or disposal (if no transactions are made on that day, theclosing price on the most recent trading date), and within a scope which is not a particularly advantageous
price for the Eligible Directors receiving the allotment of the restricted stock.
Additionally, the monetary remuneration receivables above will be paid on the condition that the Eligible
Directors have agreed to the above contribution in kind and have executed the Restricted Stock Allotment
Agreement which contains the details set forth in paragraph 3 below.
2. Total number of restricted stock
The total number of the restricted stock of 50,000 shares which may be allotted to the Eligible Directors,
shall be the maximum number of the restricted stock which may be allotted each fiscal year.
However, in the case of a share split (including gratis allocation of the common shares of the Company), or
the consolidation of shares, or in other similar cases when adjustments are necessary, the total number of therestricted stock can be adjusted within a reasonable scope.
3. Details of the Restricted Stock Allotment Agreement
The Restricted Stock Allotment Agreement to be executed between the Company and the Eligible Directors
to receive the allotment of the restricted stock, based on the resolution of the Board of Directors of theCompany in the allotment of Restricted Stock shall include the following.
(1) Details of the restrictions on transfer
During a period of 5 years to 30 years, as defined by the Board of Directors of the Company (the “Transfer
Restriction Period”), the Eligible Directors allotted the restricted stock are not to transfer to a third party,
12create any security interest on, pledge as security, use as inter vivos gift, bequest or otherwise dispose of thesaid restricted stock.
(2) Acquisition of restricted stock without consideration
In the case that the Eligible Director allotted the restricted stock ceases to hold the position of Director of
the Company or Director of the Company’s subsidiary during the period from the date of commencement of
the Transfer Restriction Period until the day prior to the holding of the first Annual General Meeting of
Shareholders after such date, the Company shall acquire without consideration the restricted stock allotted tothe said Eligible Director (the “Allotted Shares”), except where there is a justifiable reason approved by the
Board of Directors of the Company.
Additionally, the Company, as a matter of course, is to acquire without consideration Allotted Shares forwhich restrictions on transfer have not been canceled based on the provisions listed in (3) below at the point at
which the Transfer Restriction Period in (1) above expires.
(3) Cancellation of restrictions on transfer
On the condition that the Eligible Director allotted the restricted stock continues to hold the position of
Director of the Company or Director of the Company’s subsidiary during the period from the date ofcommencement of the Transfer Restriction Period until the holding day of the first Annual General Meeting of
Shareholders after such date, the Company shall cancel the restrictions on transfer on all Allotted Shares at the
point at which the Transfer Restriction Period expires.
However, if the Eligible Director retires from the position of Director of the Company or Director of theCompany’s subsidiary prior to the expiry of the Transfer Restriction Period due to a justifiable reason, as
approved by the Board of Directors of the Company, the number of Allotted Shares, for which the restrictions
on transfer are to be canceled, and the timing thereof are to be reasonably adjusted, as necessary.
(4) Treatment in the case of organizational restructuring
During the Transfer Restriction Period, if a proposal relating to a merger agreement under which theCompany will become the dissolving company, a share exchange agreement or a share transfer plan underwhich the Company will become a wholly-owned subsidiary or any other organizational restructuring isapproved at a General Meeting of Shareholders of the Company (or, if an approval at a General Meeting of
Shareholders of the Company is not required regarding the above-mentioned organizational restructuring, thenthe approval by the Board of Directors of the Company), pursuant to the resolution of the Board of Directorsof the Company, the restrictions on transfer, at the time prior to the effective date of such organizational
restructuring, shall be removed in respect of a certain number of Allotted Shares, which has been reasonably
determined, taking into consideration the period from the date of commencement of the Transfer Restriction
Period until the date of the approval regarding the above-mentioned organizational restructuring.
In such cases, the Company, as a matter of course, shall acquire without consideration the Allotted Sharesfor which restrictions on transfer were not canceled at the point directly after restrictions on transfer werecanceled based on the above provision.
(Reference)
The Company, after the conclusion of this General Meeting of Shareholders, also intends to allot restricted
stock similar to the restricted stock described above to the Executive Officers of the Company who do notserve concurrently as Directors, as stock-based compensation granting restricted stock similar to those allotted
to Eligible Directors.

13