Notice Regarding Issuance of Stock Acquisition Rights (Stock Options)

(2) Amount of assets to be contributed upon exercise of the Stock Acquisition Rights

The assets to be contributed upon exercise of the Stock Acquisition Rights shall be cash, and the amount of the assets to be contributed upon exercise of each of the Stock Acquisition Rights shall be an amount obtained by multiplying the price per share to be issued or transferred upon exercise of the Stock Acquisition Rights, which shall be one yen (the “Exercise Price”), by the Number of Shares to be Allotted defined in (1) above.

(3) Period during which the Stock Acquisition Rights are exercisable

Period during which the Stock Acquisition Rights are exercisable (the “Exercise Period”) is from August 1, 2022 to July 31, 2027.

(4) Matters concerning the capital and capital reserve to be increased

1. 1)
   The amount of capital to be increased due to the issuance of shares upon exercise of the Stock Acquisition Rights shall be one half (1/2) of the maximum amount of increases of the capital, etc. to be calculated according to Article 17, Paragraph 1 of the Corporate Accounting Regulations, with any amount less than one yen arising from such calculation to be rounded up.
2. 2)
   The amount of capital reserve to be increased due to the issuance of shares upon exercise of the Stock Acquisition Rights shall be the amount obtained by deducting the amount of capital to be increased set forth in 1) above, from the maximum amount of increases of the capital, etc. set forth in 1) above.

(5) Restriction on the acquisition of the Stock Acquisition Rights through transfer

Any acquisition of the Stock Acquisition Rights through transfer shall require the approval by resolution of the Board of Directors of the Company.

(6) Conditions for the exercise of the Stock Acquisition Rights

1. 1)
   A holder of the Stock Acquisition Rights (the “Right Holder”) may not exercise the Stock Acquisition Rights yet to be exercised if he/she loses all of his/her positions as board directors, employees (including executive officers) of the Company or advisors (collectively, “Qualification for Exercise of Right”).
2. 2)
   Regardless of 1) above, in case that Right Holder loses his/her Qualification for Exercise of Right due to retirement at the convenience or for other reasons of the Company or its subsidiaries, voluntary resignation by the Right Holder, or the expiration of the period of leave of absence (excluding cases of transfers to other companies that compete with businesses of the Company or its subsidiaries), he/she may exercise the approved number of Stock Acquisition Rights only until the day on which one year from the loss of Qualification for Exercise of Right passes or the expiration of the Exercise Period, whichever is earlier, if the Company approves in writing, with due consideration of various facts, him/her to exercise all or part of the Stock Acquisition Rights.
3. 3)
   Regardless of 1) and 2) above, in case that Right Holder loses his/her Qualification for Exercise of Right (excluding the case of the Right Holder's death), he/she may exercise the approved number of Stock Acquisition Rights if the Company approves in writing, with due consideration of various facts, him/her to exercise all or part of the Stock Acquisition Rights.
4. 4)
   Regardless of 1) above, in case the Right Holder dies, heirs of the Right Holder may exercise the Stock Acquisition Rights which the Right Holder could exercise if he/she was alive, for one year following the death of the Right Holder or the expiration of the Exercise Period, whichever is earlier.
5. 5)
   Regardless of 1) and 4) above, in case the Right Holder dies, heirs of the Right Holder may exercise the Stock Acquisition Rights which the Right Holder could exercise if he/she was alive if the Company approves in writing, after due consideration of the facts.
6. 6)
   Except as specified in 4) and 5) above, it is not permitted to inherit the Stock Acquisition Rights. It is also not permitted to inherit the Stock Acquisition Rights again in case the heirs of the Right Holder die.
7. 7)
   In case, through the exercise of the Stock Acquisition Rights, the total number of issued shares of the Company exceeds the total number of authorized shares of the Company, or the total number of issued shares of common stock of the Company exceeds the total number of authorized shares of common stock of the Company, the Right Holder may not exercise the Stock Acquisition Rights.
8. 8)
   The Right Holder may not exercise the Stock Acquisition Rights yet to be exercised if he/she falls under any of sub-items (ⅰ) to (ⅵ).
   1. ⅰ.
      In case the Right Holder receives demotion or severer disciplinary punishment stipulated in the working regulations (except in the event that the Right Holder is demoted and the Company has approved in writing the exercise of all or part of the Stock Acquisition Rights by the Right Holder with due consideration of various facts), while he/she is an employee (including as a executive officer) of the Company or its subsidiaries.
   2. ⅱ.
      In case the Right Holder falls under any reason of disqualification stipulated in Article 331, Paragraph 1 of the Companies Act, while he/she is a board director of the Company or its subsidiaries.
   3. ⅲ.
      In case the Right Holder, without due formality, carries out a transaction stipulated in Article 356, Paragraph 1, Item 1 of the Companies Act that competes with interests of the Company or its subsidiaries, when he/she is a board director of the Company or its subsidiaries.
   4. ⅳ.
      In case the Right Holder, without due formality, carries out a transaction stipulated in Article 356, Paragraph 1, Item 2 or 3 of the Companies Act that causes conflicts with the interests of the Company or its subsidiaries, when he/she is a board director of the Company or its subsidiaries.
   5. ⅴ.
      In case the Right Holder is sentenced to imprisonment or severer penalty.
   6. ⅵ.
      In case the Right Holder carries out an act regarded as discreditable or disloyal to the Company or its subsidiaries or affiliates.

(7) Conditions for acquisition of the Stock Acquisition Rights by the Company

1. 1)
   The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of the Company, in case an agenda for approval of one of the following is approved at the General Meeting of Shareholders of the Company (or, if approval of the General Meeting of Shareholders is not required, is resolved at the Board of Directors of the Company):
   • -
     a merger agreement, under which the Company shall be defunct,
   • -
     an absorption-type company split agreement or an incorporation-type company split plan, under which the Company shall be split,
   • -
     a share exchange agreement or a share transfer plan, under which the Company shall be a wholly-owned subsidiary.
2. 2)
   The Company may acquire the Stock Acquisition Rights without compensations at the arrival of the day prescribed by the Board of Directors of the Company in case the Right Holder comes to be unable to exercise all or part of the Stock Acquisition Rights in accordance with (6) above.
3. 3)
   The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of the Company in case the Right Holder renounces all or part of the Stock Acquisition Rights.
4. 4)
   The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of the Company in case the General Meeting of Shareholders of the Company approves the acquisition of all of the class shares subject to wholly call in accordance with Article 171, Paragraph 1 of the Companies Act.
5. 5)
   The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of the Company in case consolidation of shares regarding the class of shares to be issued upon exercise of the Stock Acquisition Rights (limited to those generating fractions less than one with the number obtained by multiplying the share unit number of said stock by the ratio of share consolidation) is approved at the General Meeting of Shareholders of the Company.
6. 6)
   The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of the Company in case request for sale of shares by special controlling shareholder is approved by the Board of Directors of the Company.

(8) Treatment of the Stock Acquisition Rights upon reorganization

In case the Company conducts a merger (limited to the case where the Company is to be extinguished as a result of the merger), an absorption-type company split, an incorporation-type company split, a stock exchange or a stock transfer (hereafter collectively referred to as the “Reorganization”), stock acquisition rights of the companies listed in (a) to (e) of Article 236, Paragraph 1, Item 8, of the Companies Act (the “Reorganized Company”) shall be delivered, in each of the above cases, to the Right Holders holding the Stock Acquisition Rights remaining at the effective time of the Reorganization (the “Remaining Stock Acquisition Rights”) according to the conditions 1) – 10) described below. In such case, Remaining Stock Acquisition Rights shall be extinguished. Provided, however, that the foregoing shall be on the condition that delivery of Stock Acquisition Rights of the Reorganized Company in accordance with the following conditions is stipulated in an absorption-type merger agreement, a consolidation-type merger agreement, an absorption-type company split agreement, an incorporation-type company split plan, a stock exchange agreement or a stock transfer plan.

1. 1)
   Number of Stock Acquisition Rights of the Reorganized Company to be delivered
   The identical number of Stock Acquisition Rights to the number of the Remaining Stock Acquisition Rights held by the Right Holder shall be delivered respectively.
2. 2)
   Class of shares of the Reorganized Company to be issued or transferred upon exercise of Stock Acquisition Rights
   Shall be shares of common stock of the Reorganized Company.
3. 3)
   Number of shares of the Reorganized Company to be issued or transferred upon exercise of Stock Acquisition Rights
   Shall be determined in accordance with (1) above, based on the consideration of conditions for the Reorganization and other factors.
4. 4)
   Amount of assets to be contributed upon exercise of Stock Acquisition Rights
   Shall be determined in accordance with (2) above, based on the consideration of conditions for the Reorganization and other factors.
5. 5)
   Period during which Stock Acquisition Rights are exercisable
   Shall be from commencing date of the Exercise Period stipulated in (3) above, or the effective date of the Reorganization, whichever is later, to expiry date of the Exercise Period stipulated in (3) above.
6. 6)
   Conditions for the exercise of Stock Acquisition Rights
   Shall be determined in accordance with conditions for the exercise of the Stock Acquisition Right as stipulated in (6) above.
7. 7)
   Matters concerning the capital and capital reserve to be increased when shares are issued upon exercise of Stock Acquisition Rights
   Shall be determined in accordance with (4) above.
8. 8)
   Restriction on acquisition of Stock Acquisition Rights through transfer
   Acquisition of Stock Acquisition Rights through transfer shall require the approval by the Reorganized Company.
9. 9)
   Conditions for acquisition of Stock Acquisition Rights
   Shall be determined in accordance with (7) above.
10. 10)
    Treatment of Stock Acquisition Rights upon the Reorganization
    Shall be determined in accordance with (8).
11. 11)
    In case the number of shares to be delivered to the holders who have exercised Stock Acquisition Rights includes any fraction less than one share, such fraction shall be rounded down.

(9) Handling of fraction less than one share to be delivered

In case the number of shares to be delivered to the Right Holders who have exercised the Stock Acquisition Rights includes any fraction less than one share, such fraction shall be rounded down.

(10) Matters concerning certificates of the Stock Acquisition Rights

Certificates of the Stock Acquisition Rights shall not be issued by the Company.