This document has been translated from the Japanese original for reference purposes only. In the event ofany 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 other forms of damages
arising from the translation.

Securities code: 2207
June 10, 2022
To Shareholders with Voting Rights:
Masuo Mitsuya
Representative Director andPresident
Meito Sangyo Co., Ltd.
2-41 Sasazukacho, Nishi-ku,
Nagoya, JapanNOTICE OF
THE 80th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 80th Annual General Meeting of Shareholders of Meito Sangyo Co., Ltd.
(the “Company”) will be held 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 Reference Documents for the General Meeting of Shareholders below and exercise
your voting rights by 5:30 p.m. on Monday, June 27, 2022.
1. Date and Time:

Tuesday, June 28, 2022 at 10:00 a.m. Japan time
(Reception begins at 9:30 a.m.)

2. Place:

Conference Rooms 406 and 407, 4F, Nagoya Convention Hall,
Global Gate, 4-60-12 Hiraikecho, Nakamura-ku, Nagoya, Japan*Gifts and refreshments shall not be provided.

3. Meeting Agenda:
Matters to be reported:1. Business Report and Consolidated Financial Statements for theCompany’s 80th Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 80th 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 Three (3) Directors (excluding Directors who are Audit andProposal 3:
Supervisory Committee Members)
Election of Three (3) Directors who are Audit and Supervisory Committee
Proposal 4:
Members
Election of One (1) Substitute Director who is an Audit and Supervisory
Proposal 5:
Committee Member
Determination of Remuneration for Granting Restricted Stock to Directors
Proposal 6:(excluding Directors who are Audit and Supervisory Committee Members
and Outside Directors)-1-

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

Appropriation of Surplus

The basis of the Company’s policy is to maintain and continuously pay stable dividends to shareholders,
while striving for internal reserves that enable the strengthening of the management base in the future.
Furthermore, the Company intends to increase dividends in accordance with corporate performance andother factors.
Regarding the appropriation of surplus, the Company’s proposal is as follows.
1. Matters regarding the year-end dividend
To reciprocate the support that we regularly receive from shareholders, regarding the year-end
dividend, on top of the common dividend of ¥12 per share, we plan to add a special dividend of ¥2
per share, so as to conduct a profit return based on the Company’s robust performance in the fiscal
year under review. Accordingly, the year-end dividend will total up to ¥14 per share. As a result, theannual dividend for the fiscal year under review will be ¥26 per share, including the interim dividendof ¥12 that has already been paid.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters regarding allocation of dividend property to shareholders and the total amount thereof¥14.00 per share of the Company’s common stock(Annual dividend of ¥26.00 per share(3) Effective date of dividends of surplus

Total amount: ¥236,512,430
Total amount: ¥439,240,346)

June 29, 2022
2. Matters regarding appropriation of other surplus
In order to utilize our internal reserves for future business expansion by allotting them to investments
in R&D and manufacturing facilities over the long term, we plan to appropriate surplus as follows.
(1) Item and amount of surplus to be decreased
Retained earnings brought forward: ¥500,000,000(2) Item and amount of surplus to be increased
General reserve: ¥500,000,000-2-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
The date of enforcement for the electronic provision system for materials of the General Meeting of
Shareholders is September 1, 2022, as stipulated in the proviso of Article 1 of the supplementaryprovisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019). Accordingly,
new provisions shall be established, to allow the electronic provision of information contained in the
Reference Documents for the General Meeting of Shareholders, etc., and to limit the scope of mattersto be included in the paper copy that will be sent to shareholders who have requested it.
The current provisions related to the internet disclosure and deemed provision of Reference
Documents for the General Meeting of Shareholders, etc. will become unnecessary and will therefore
be deleted. In line with these amendments, supplementary provisions related to the effective date, etc.
shall be established.
2. Details of the amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, etc.)
Article 15 The Company may, whenconvening a General Meeting of
Shareholders, deem that it has provided
information to shareholders pertaining tomatters to be described or indicated in the
Reference Documents for the General
Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements,
and Consolidated Financial Statements, bydisclosing such information through theinternet in accordance with the provisions
stipulated in the Ordinance of the Ministryof Justice.

(Amended parts are underlined.)
Proposed Amendments(Deleted)(Measures for Electronic Provision, etc.)
Article 15 The Company shall, whenconvening a General Meeting of
Shareholders, provide information
contained in the Reference Documents for
the General Meeting of Shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters
stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.

(Newly established)-3-

Current Articles of Incorporation

Proposed Amendments

Supplementary Provisions

Supplementary Provisions(Newly established)

Article 2 The deletion of Article 15(Internet Disclosure and Deemed Provisionof Reference Documents for the General
Meeting of Shareholders, etc.) of the preamendment Articles of Incorporation andthe establishment of Article 15 (Measuresfor Electronic Provision, Etc.) of the postamendment Articles of Incorporation shallcome into effect on September 1, 2022.
Article 3 Notwithstanding the provisions of
the preceding article, Article 15 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, etc.) of the preamendment Articles of Incorporation shallremain in force with respect to a General
Meeting of Shareholders that is held on or
before February 28, 2023.
Article 4 Articles 2 to 4 of these
supplementary provisions shall be deleted
on March 1, 2023 or after the lapse of threemonths from the date of the General
Meeting of Shareholders set forth in thepreceding Article, whichever is later.

-4-

Proposal 3:

Election of Three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same applies in this proposal) will expire at the conclusion of this
General Meeting. Accordingly, the Company proposes the election of three (3) Directors.
After evaluating the status of business execution, business performance, etc. of each candidate in thefiscal year under review, the Audit and Supervisory Committee has deemed that all candidates are qualified
to be Directors of the Company.
The candidates for Directors are as follows.

No.

Name
(Date of birth)

Masuo Mitsuya(September 3, 1959)
1

2

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
June 2011
June 2013
June 2018
April 2020
June 2020

Joined the Company
Executive Officer
Director
Managing Director
Representative Director and Managing Director
Representative Director and President (current
position)[Significant concurrent positions] Representative Director and Vice President of Meito Adams Co.,Ltd.
 Representative Director and President of Prince Golf Co., Ltd.

Number ofshares of theCompany held

13,100[Reason for nomination as candidate for Director]
Through engaging in operations of the administrative and development departments at the Company, Mr.
Mitsuya has accumulated a wealth of experience and developed deep insight into the workings of theCompany’s businesses. The Company has judged that he is capable of appropriately performing the duties
of a Director, and has continued to nominate him as a candidate for Director.
April 1982
Joined the Company
June 2008
Manager of Accounting Department
June 2011
Executive Officer and Manager of Accounting
Department
June 2015
Director, Manager of General Affairs
Department, and Manager of Accounting
Kiyoshi Yamazaki
10,500Department(September 3, 1957)
June 2020
Managing Director, General Manager of
Administrative Division, and Manager of
Accounting Department
April 2022
Managing Director and General Manager of
Administrative Division; in charge ofsubsidiaries and associates (current position)[Reason for nomination as candidate for Director]
Through engaging in operations of the administrative department at the Company, Mr. Yamazaki has
accumulated a wealth of experience and developed deep insight into the workings of the Company’sbusinesses. The Company has judged that he is capable of appropriately performing the duties of a Director,
and has continued to nominate him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1987
June 2017
June 2018

3

Joined the Company
Plant Manager of Nagoya Plant
Executive Officer and Plant Manager ofNagoya Plant
August 2018
Executive Officer, Plant Manager of Nagoya
Plant, and Plant Manager of Seto Plant
June 2019
Director, Plant Manager of Nagoya Plant, andPlant Manager of Seto Plant
Hiroyuki Naiki
2,900
October2019
Director,
General Manager of Production(May 5, 1964)
Division, and Plant Manager of Seto Plant
June 2020
Director, General Manager of Production
Division, and Manager of Operations
Department
April 2022
Director, General Manager of Production
Division, Manager of Operations Department
and Manager of Food Development
Department (current position)[Reason for nomination as candidate for Director]
Through engaging in operations of the administrative, production and development departments at theCompany, Mr. Naiki has accumulated a wealth of experience and developed deep insight into the workingsof the Company’s businesses. The Company has judged that he is capable of appropriately performing theduties of a Director, and has continued to nominate him as a candidate for Director.
Notes:

1. Among the candidates for Directors, those who have special interests with the Company are as follows.
(1) Mr. Masuo Mitsuya concurrently serves as the Representative Director and Vice President of Meito
Adams Co., Ltd. The Company conducts transactions such as the sale of products with said company.
(2) There are no special interests between the Company and each of the other candidates.
2. The Company has concluded compensation agreements, as stipulated in Article 430-2, Paragraph 1 of theCompanies Act, with Messrs. Masuo Mitsuya, Kiyoshi Yamazaki, and Hiroyuki Naiki. The Company
plans to continue the agreement with each of them if they are reelected as originally proposed. The
agreement states that the Company shall compensate each Director within the range stipulated by laws
and regulations for all or part of the expenses set forth in Article 430-2, Paragraph 1, Item 1 of theCompanies Act and the losses set forth in Item 2 of the same paragraph.
3. The Company has concluded a directors and officers liability insurance contract (D&O contract), as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. Damages that
may arise due to an insured person incurring liability in their execution of duties, or from receiving aclaim for the pursuit of such liability, which will be borne by the insured person, will be compensated by
the insurance contract. All candidates for Directors will be included as insured persons under the insurance
contract, which will be renewed during their terms of office.

-6-

Proposal 4:

Election of Three (3) Directors who are Audit and Supervisory Committee Members

The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting. Accordingly, the Company proposes the election of three(3) Directors who are Audit and Supervisory Committee Members.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

March 1984
October 2015
April 2017
April 2020
June 2020

1

2

Joined the Company
Branch Manager of Osaka Branch
Satoshi Koiwai
Branch Manager of Tokyo Branch
5,200(October 19, 1959)
Advisor of Internal Audit OfficeDirector (Full-time Audit and Supervisory
Committee Member) (current position)[Reason for nomination as candidate for Director]
Through engaging in operations of the sales department at the Company, Mr. Koiwai has accumulated awealth of experience and developed deep insight into the workings of the Company’s businesses. The
Company has judged that he is capable of appropriately performing the duties of a Director who is an Audit
and Supervisory Committee Member, and has continued to nominate him as a candidate for Director who is
an Audit and Supervisory Committee Member.
September 2007 Registered as an attorney-at-law
Joined Terazawa Sogo Law Office
June
2016
Audit
and Supervisory Board Member of theHironori Miya
0
Company(March 7, 1976)
June 2018
Outside Director (Audit and Supervisory
Committee Member) (current position)
August 2018
Opened Miya Law Office (current position)[Reason for nomination as candidate for Outside Director and expected role]
Although Mr. Miya has never been directly involved in corporate management, as an attorney-at-law, he iswell versed in corporate legal affairs, has a high level of insight into corporate management, and is expected
to strengthen the decision-making and supervisory functions of the Board of Directors. Therefore, theCompany has judged that he is capable of appropriately performing the duties of an Outside Director who is
an Audit and Supervisory Committee Member, and has continued to nominate him as a candidate for Outside
Director who is an Audit and Supervisory Committee Member.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1985
March 1989
July 2005
August 2007
September 2010
September 2014
July 2018

Shoji Miyamoto(February 8, 1956)

June 2019
June 2020
June 2020

3

Number ofshares of theCompany held

Joined Ito Accountants Audit Firm
Registered as a Certified Public Accountant
Senior Partner of Chuo Aoyama PwC
Senior Partner of Azusa Audit Firm (today’s
KPMG AZSA LLC)
Director of KPMG AZSA LLC
Auditor of KPMG AZSA LLC
Opened Shoji Miyamoto CPA Office (current
position)
Outside Audit and Supervisory Board Member ofAica Kogyo Company, Limited
Outside Director (Audit and Supervisory
Committee Member) (current position)
Outside Director (Audit and Supervisory
Committee Member) of the Company (current
position)

0[Significant concurrent positions] Outside Director (Audit and Supervisory Committee Member) of
Aica Kogyo Company, Limited[Reason for nomination as candidate for Outside Director and expected role]
Although Mr. Miyamoto has never been directly involved in corporate management, as a Certified Public
Accountant, he is well versed in corporate financial and legal affairs, has a high level of insight into corporate
management, and is expected to strengthen the decision-making and supervisory functions of the Board of
Directors. Therefore, the Company has judged that he is capable of appropriately performing the duties ofan Outside Director who is an Audit and Supervisory Committee Member, and has continued to nominate
him as a candidate for Outside Director who is an Audit and Supervisory Committee Member.
Notes:

1. There are no special interests between the Company and any of the candidates.
2. Messrs. Hironori Miya and Shoji Miyamoto are candidates for Outside Directors. The Company has
designated both candidates as independent officers pursuant to the provisions of Tokyo Stock Exchange,
Inc. and Nagoya Stock Exchange, Inc., and has registered them with both exchanges.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded
an agreement with Messrs. Satoshi Koiwai, Hironori Miya and Shoji Miyamoto that limits their liability
for damages under Article 423, Paragraph 1 of the same Act. The maximum amount of liability fordamages based on the agreement is the minimum amount of liability stipulated in Article 425, Paragraph
1 of the Companies Act. If the reelection of each candidate is approved, the Company plans to continue
the agreement.
4. The Company has concluded compensation agreements, as stipulated in Article 430-2, Paragraph 1 of theCompanies Act, with Messrs. Satoshi Koiwai, Hironori Miya and Shoji Miyamoto. The Company plans
to continue the agreement with each of them if they are reelected as originally proposed. The agreement
states that the Company shall compensate each Director within the range stipulated by laws andregulations for all or part of the expenses set forth in Article 430-2, Paragraph 1, Item 1 of the Companies
Act and the losses set forth in Item 2 of the same paragraph.
5. At the conclusion of this General Meeting, Messrs. Hironori Miya and Shoji Miyamoto will have been in
office as Outside Directors who are Audit and Supervisory Committee Members for four (4) years andtwo (2) years, respectively.
6. The Company has concluded a directors and officers liability insurance contract (D&O contract), as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. Damages that-8-

may arise due to an insured person incurring liability in their execution of duties, or from receiving aclaim for the pursuit of such liability, which will be borne by the insured person, will be compensated by
the insurance contract. All candidates for Directors who are Audit and Supervisory Committee Members
will be included as insured persons under the insurance contract, which will be renewed during their termsof office.

-9-

(Reference) Skills Matrix of Directors (If all candidates are elected at this General Meeting)Expertise and Experience
Name
Masuo
Mitsuya

KiyoshiYamazaki

Hiroyuki
Naiki

SatoshiKoiwaiHironori
Miya
Shoji
Miyamoto

Position
Representative
Director andPresident
Managing Director
and General Manager
of Administrative
Division; in chargeof subsidiaries andassociates
Director, General
Manager of
Production Division,
Manager ofOperations
Department andManager of Food
Development
Department
Director, Full-time
Audit andSupervisory
Committee Member
Outside Director,
Audit andSupervisory
Committee Member
Outside Director,
Audit andSupervisory
Committee Member

Corporate
Management& Strategies

ESG & SDGs

Finance &Accounting

HR & Labor

Compliance& RiskManagement

Marketing &Sales

Global Affairs

Research,
Production &Logistics

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 10 -●●

Information
Systems

●

●

●

●

●

●

●

●

●

Proposal 5:

Election of One (1) Substitute Director who is an Audit and Supervisory Committee
MemberTo prevent the number of Directors who are Audit and Supervisory Committee Members from falling
below the number stipulated by laws and regulations, the Company proposes the election of one (1)Substitute Director who is an Audit and Supervisory Committee Member.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is asfollows.
Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1975
September 1980
July 1998
July 2011
June 2012

Chizuka Inakoshi(June 15, 1949)

June 2014
June 2018

Joined Ito Accountants Audit Firm
Registered as a Certified Public Accountant
Senior Partner of Ito Accountants Audit Firm
Opened Chizuka Inakoshi CPA Office (current
position)
Audit and Supervisory Board Member of theCompany
Outside Audit and Supervisory Board Member of
SEVEN INDUSTRIES Co., Ltd. (current
position)
Outside Director (Audit and Supervisory
Committee Member) of the Company (retired inJune 2020)

Number ofshares of theCompany held

0

[Significant concurrent positions] Outside Audit and Supervisory Board Member of SEVEN
INDUSTRIES Co., Ltd.
[Reason for nomination as candidate for Substitute Outside Director and expected role]
Although Mr. Inakoshi has never been directly involved in corporate management, as a Certified Public
Accountant, he is well versed in corporate financial and legal affairs, has a high level of insight into corporate
management, and is expected to strengthen the decision-making and supervisory functions of the Board of
Directors. Therefore, the Company has judged that he is capable of appropriately performing the duties ofan Outside Director who is an Audit and Supervisory Committee Member, and has nominated him as a
candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member.
Notes:

1. There are no special interests between the Company and the candidate.
2. Mr. Chizuka Inakoshi is a candidate for Substitute Outside Director. If he is elected as an Outside Director
who is an Audit and Supervisory Committee Member, the Company plans to register him as anindependent officer with Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
3. If Mr. Chizuka Inakoshi is elected and assumes office as an Outside Director who is an Audit andSupervisory Committee Member, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act, the Company plans to conclude a liability limitation agreement with him. The maximum amount ofliability for damages based on the agreement is the minimum amount of liability stipulated in Article 425,
Paragraph 1 of the Companies Act.
4. If Mr. Chizuka Inakoshi is elected and assumes office as an Outside Director who is an Audit andSupervisory Committee Member, the Company plans to conclude a compensation agreement with him,as stipulated in Article 430-2, Paragraph 1 of the Companies Act, which states that the Company shallcompensate him within the range stipulated by laws and regulations for the expenses set forth in Article
430-2, Paragraph 1, Item 1 of the same Act and the losses set forth in Item 2 of the same paragraph.

- 11 -

5. The Company has concluded a directors and officers liability insurance contract (D&O contract), as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. Damages that
may arise due to an insured person incurring liability in their execution of duties, or from receiving aclaim for the pursuit of such liability, which will be borne by the insured person, will be compensated by
the insurance contract. If Mr. Chizuka Inakoshi is elected and assumes office as an Outside Director who
is an Audit and Supervisory Committee Member, he shall be included as an insured person under the
insurance contract.

- 12 -

Proposal 6:

Determination of Remuneration for Granting Restricted Stock to Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors)

At the 76th Annual General Meeting of Shareholders held on June 26, 2018, the amount of remuneration,etc. for Directors (excluding Directors who are Audit and Supervisory Committee Members) was approved
to be an amount not exceeding ¥130 million per annum (however, employee salaries are not included).
As part of the review of the officers compensation system, the Company hereby proposes the paymentof remuneration in order to newly grant restricted stock to Directors of the Company (excluding Directors
who are Audit and Supervisory Committee Members and Outside Directors; hereinafter referred to as“Eligible Directors”) within the range of the above remuneration category. This proposal aims to promotefurther value sharing with shareholders, in addition to providing incentives for Eligible Directors tosustainably improve the Company’s corporate value.
Based on this proposal, the remuneration to be paid to Eligible Directors for the granting of restricted
stock shall be monetary claims, the total amount of which shall not exceed ¥20 million per annum (however,
employee salaries are not included for Directors concurrently serving as employees). In addition, thespecific timing and allocation of payments to each Eligible Director shall be determined by the Board of
Directors. However, no remuneration shall be paid to Outside Directors for the granting of restricted stock.
There are currently three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members). If Proposal 3 “Election of Three (3) Directors (excluding Directors who are Audit
and Supervisory Committee Members)” is approved as originally proposed, there will be no change in thenumber of Directors.
In addition, Eligible Directors shall pay all monetary claims paid to them under this proposal as
property contributed in kind, and receive the Company’s common stock through issuance or disposal,
pursuant to a resolution of the Board of Directors of the Company. The total number of shares of theCompany’s common stock to be issued or disposed of in this manner shall not exceed 15,000 shares per
year (however, if on or after the date of approval of this proposal, a share split (including a gratis allotmentof the Company’s common stock) or share consolidation is conducted with regard to the Company’scommon stock, or if other circumstances arise that necessitate an adjustment to the total number of sharesof the Company’s common stock to be issued or disposed of as restricted stock, the Company shall adjust
the total number of shares within a reasonable range).
The amount to be paid per share shall be an amount determined by the Board of Directors within arange that will not result in a particularly advantageous amount for Eligible Directors who will receive thecommon stock, based on the closing price of the Company’s common stock on the Tokyo Stock Exchangeon the business day before the date of each resolution by the Board of Directors (if there are no trades onthat day, the closing price on the most recent trading day prior to that). Furthermore, such issuance ordisposal of the Company’s common stock and the payment of monetary claims as property contributed in
kind are subject to the Company and Eligible Directors entering into a restricted stock allotment agreement(hereinafter the “Allotment Agreement”) with the following contents. In addition, the Company has
determined the maximum amount of remuneration under this proposal, the total number of shares of theCompany’s common stock to be issued or disposed of, and other conditions for granting restricted stock to
Eligible Directors based on this proposal, by taking into account the above-mentioned purpose, theCompany’s business conditions, the policy for determining the contents of remuneration, etc. for individual
Directors (if this proposal is approved, this policy will be changed to the contents described in [Reference]
below so that it will be consistent with the approved contents), and various other circumstances. Therefore,
the Company believes that such figures and conditions are reasonable.

- 13 -

[Summary of the Allotment Agreement](1) Transfer Restriction Period
Regarding the Company’s common stock allotted to Eligible Directors under the Allotment
Agreement (hereinafter the “Allotted Shares”), during the period from the date they receive theallotment under the Allotment Agreement until the time immediately after their retirement or
resignation from the position, predetermined by the Board of Directors, of an officer or employee at
the Company or its subsidiaries (hereinafter the “Transfer Restriction Period”), Eligible Directors shallnot transfer, create security interests on, or otherwise dispose of the Allotted Shares (hereinafter the“Transfer Restrictions”). However, if the time immediately following such retirement or resignation
is earlier than the date after the lapse of three months from the fiscal year to which the date of allotmentof the Allotted Shares belongs, the end date of the Transfer Restriction Period may be reasonably
adjusted.
(2) Treatment upon retirement or resignation
If an Eligible Director retires or resigns from the position, predetermined by the Board of Directors,of an officer or employee at the Company or its subsidiaries prior to the end of the period
predetermined by the Board of Directors (hereinafter the “Service Provision Period”), the Company
shall automatically acquire the Allotted Shares without consideration, unless there is a justifiablereason for the retirement or resignation, such as the expiration of their term or death.
(3) Removal of Transfer Restrictions
The Company shall remove Transfer Restrictions on all Allotted Shares when the Transfer Restriction
Period ends, subject to the Eligible Director continuously serving the position, predetermined by the
Board of Directors, of an officer or employee at the Company or its subsidiaries during the Service
Provision Period.
However, if (1) the Eligible Director retires or resigns from the position, predetermined by the
Board of Directors, of an officer or employee at the Company or its subsidiaries before the end of theService Provision Period owing to a justifiable reason, or (2) the Eligible Director retires or resigns
from the position predetermined by the Board of Directors for a reason other than a justifiable reason
before the end of the Transfer Restriction Period, even after the end of the Service Provision Period,
the Company may, as necessary, reasonably adjust the number of Allotted Shares from which Transfer
Restrictions are to be removed and the timing of removal of Transfer Restrictions. In addition, theCompany shall automatically acquire Allotted Shares for which Transfer Restrictions have not been
removed without consideration, immediately after the removal of Transfer Restrictions in accordancewith the above provisions.

- 14 -

(4) Treatment during organizational restructuring, etc.
Notwithstanding the provisions of (1) above, during the Transfer Restriction Period, if a merger
agreement where the Company will be the disappearing company, a share exchange agreement orshare transfer plan where the Company will become a wholly owned subsidiary, or any other matter
related to organizational restructuring, etc. is approved at the General Meeting of Shareholders (or at
the Board of Directors if the organizational restructuring, etc. does not require approval by the General
Meeting of Shareholders), the Company shall, by resolution of the Board of Directors, remove
Transfer Restrictions ahead of the effective date of the organizational restructuring, etc. on areasonably determined number of Allotted Shares, taking into consideration the period from the startdate of the Transfer Restriction Period to the approval date of the organizational restructuring, etc. In
addition, in cases provided for above, the Company shall automatically acquire any Allotted Sharesfor which Transfer Restrictions have not been removed without consideration, immediately after theremoval of Transfer Restrictions.
(5) Other matters
Other matters related to the Allotment Agreement shall be determined by the Board of Directors.
(Reference)
From the conclusion of this General Meeting of Shareholders, the Company plans to allot the same
restricted stock as that mentioned above to employees and Executive Officers who do not concurrently
serve as Directors of the Company, and to Directors and Executive Officers who do not concurrently
serve as Directors of the Company’s subsidiaries.
[Reference] Policy for Determining the Contents of Remuneration, etc. for Individual Directors
At the Board of Directors meeting held on May 13, 2022, the Company resolved the policy for
determining the contents of remuneration, etc. for individual Directors (hereinafter the “Determination
Policy”). In addition, the Company consulted with the Nomination and Remuneration Committee
regarding the contents of the resolution and received a report in advance.
The policy for determining the contents of remuneration, etc. for individual Directors is as follows.
(1) Basic Policy
The basic policy for the remuneration of Directors is to promote the sustainable improvement ofcorporate value, to focus on acquiring and retaining excellent human resources, and to set anappropriate level when determining the remuneration for individual Directors in consideration of theirrespective responsibilities, etc.

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Specifically, remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) in each year consists of fixed remuneration as basic remuneration, and restricted
stock remuneration as non-monetary remuneration. For Directors who are Audit and Supervisory
Committee Members and Outside Directors, in view of their duties, only fixed remuneration as basic
remuneration shall be paid.
Regarding the determination of remuneration, etc. for individual Directors, the Representative
Director shall formulate a draft plan in accordance with the basic policy. Subsequently, the Nomination
and Remuneration Committee shall deliberate and report on the plan in response to the Board of
Directors’ consultation, after which resolutions shall be made at a Board of Directors meeting.
In addition, the remuneration of Directors who are Audit and Supervisory Committee Members
shall be determined through a discussion among Directors who are Audit and Supervisory Committee
Members, within the range of the maximum amount of remuneration resolved at the General Meetingof Shareholders.

(2) Policy for Determining the Method of Calculating Remuneration, etc. for Individual Directors(Including Policy for Determining the Timing or Conditions for Payment of Remuneration, etc.)(i) Basic remuneration (Monetary remuneration)
The basic remuneration of Directors (excluding Directors who are Audit and Supervisory
Committee Members) shall be allocated to fixed remuneration and bonuses. The basic
remuneration shall be determined by comprehensively considering the status of the Company’s
earnings as well as each Director’s performance, position, job responsibilities, and years in office,and by taking into account the survey data of external organizations and the level of employees’
annual income.
The ratio of fixed remuneration to bonuses shall be determined in consideration of the market
rate and the ratio of employees’ salaries to bonuses.
Directors who are Audit and Supervisory Committee Members shall only be paid fixed
remuneration as basic remuneration.
Fixed remuneration shall be paid monthly, and bonuses shall be paid in June and December.
(ii) Stock remuneration (Non-monetary remuneration)
In order to provide incentives for Directors (excluding Directors who are Audit and Supervisory
Committee Members) to sustainably improve corporate value and to further promote value sharing
with shareholders, restricted stock remuneration shall be paid to Directors as non-monetarycompensation. The number of shares allotted shall be set according to each Director’s position andthe payment shall be made at a designated time.
(iii) Policy for Determining the Ratio of the Amount of Monetary Remuneration, etc. to the Amount of
Remuneration, etc. for Individual Directors
The ratio of remuneration of Directors (excluding Directors who are Audit and Supervisory
Committee Members) by type shall be determined based on factors including survey data of
external organizations, and the remuneration level of corporations in industries and business types
related to the Company.

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