Notice Regarding Issuance of Stock Acquisition Rights (Stock Options)

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

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

(3) Period during which Stock Acquisition Rights are exercisable

Period during which Stock Acquisition Rights are exercisable (the “Exercise Period”) is from August 1, 2023 to July 31, 2028.

(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 Stock Acquisition Rights shall be one half (1/2) of the maximum amount of increase in 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 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 increase in the capital, etc. set forth in 1) above.

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

Any acquisition of 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 Stock Acquisition Rights

1. 1)
   A holder of Stock Acquisition Rights (a “Right Holder”) may not exercise his/her Stock Acquisition Rights yet to be exercised if he/she loses all of his/her positions as a director, an employee (including executive officer) or an advisor of the Company (collectively, “Qualification for Exercise of Right”).
2. 2)
   Regardless of 1) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right due to severance or the like for reasons of the Company or its subsidiaries, voluntary resignation by the Right Holder, or resignation due to the expiration of the period of leave of absence (excluding cases of transfers to other companies that compete with businesses of the Group), 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 has passed or the expiry date 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 his/her Stock Acquisition Rights.
3. 3)
   Regardless of 1) and 2) above, in the case that a 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 his/her Stock Acquisition Rights.
4. 4)
   Regardless of 1) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise Stock Acquisition Rights that the Right Holder could have exercised if he/she was alive, only until the day on which one year has passed following the day of the death of the Right Holder or the expiry date of the Exercise Period, whichever is earlier.
5. 5)
   Regardless of 1) and 4) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise Stock Acquisition Rights that the Right Holder could have exercised 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, succession of Stock Acquisition Rights by inheritance is not permitted. Inheritance of Stock Acquisition Rights again in the case of the death of the heirs of the Right Holder is also not permitted.
7. 7)
   In the case that the exercise of Stock Acquisition Rights results in the total number of issued shares of the Company exceeding the total number of shares the Company is authorized to issue at that time, or results in the total number of issued class shares of common stock of the Company exceeding the total number of class shares of common stock the Company is authorized to issue at that time, then the Right Holder may not exercise those Stock Acquisition Rights.
8. 8)
   A Right Holder may not exercise Stock Acquisition Rights yet to be exercised if he/she falls under any of sub-items ⅰ to ⅵ.
   1. ⅰ.
      In the case that the Right Holder is an employee (including an executive officer) of the Company or its subsidiaries and receives a demotion or severer disciplinary punishment stipulated in the working regulations of the Company or its subsidiaries (except in the event that the Company has given written approval for the exercise of all or part of the Stock Acquisition Rights by the Right Holder with due consideration of various facts)
   2. ⅱ.
      In the case that the Right Holder is a director of the Company or its subsidiaries and falls under any reason for disqualification stipulated in Article 331, Paragraph 1, Items 3 and 4 of the Companies Act
   3. ⅲ.
      In the case that the Right Holder is a director of the Company or its subsidiaries and 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, without taking the procedures required under the Companies Act
   4. ⅳ.
      In the case that the Right Holder is a director of the Company or its subsidiaries and 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, without taking the procedures required under the Companies Act
   5. ⅴ.
      In the case that the Right Holder is sentenced to imprisonment or a severer penalty
   6. ⅵ.
      In the case that the Right Holder carries out an act regarded as discreditable or disloyal to the Company or its subsidiaries or affiliates

(7) Events that enable the Company to acquire Stock Acquisition Rights

1. 1)
   The Company may acquire Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company, in the case that 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 extinguished
   • -
     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 become a wholly owned subsidiary
2. 2)
   The Company may acquire Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that a Right Holder becomes unable to exercise all or part of his/her Stock Acquisition Rights in accordance with (6) above.
3. 3)
   The Company may acquire Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that a Right Holder waives all or part of his/her Stock Acquisition Rights.
4. 4)
   The Company may acquire Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that 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 Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that consolidation of shares regarding the class of shares to be issued upon exercise of 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 Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that a request for sale of shares by a special controlling shareholder is approved by the Board of Directors of the Company.

(8) Treatment of Stock Acquisition Rights upon reorganization

In the case that 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 share exchange or a share transfer (hereafter collectively referred to as “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 Right Holders holding Stock Acquisition Rights remaining at the effective time of Reorganization (“Remaining Stock Acquisition Rights”) according to the conditions 1) – 10) described below. In such case, Remaining Stock Acquisition Rights shall be extinguished. However, 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 share exchange agreement or a share transfer plan.

1. 1)
   Number of stock acquisition rights of the Reorganized Company to be delivered
   The same number of stock acquisition rights as the number of the Remaining Stock Acquisition Rights held by a Right Holder shall be delivered to that Right Holder.
2. 2)
   Class of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
   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 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 Reorganization and other factors
5. 5)
   Period during which stock acquisition rights are exercisable
   Shall be from the commencement date of the Exercise Period stipulated in (3) above, or the effective date of Reorganization, whichever is later, to the 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 exercise 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 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 Reorganization
    Shall be determined in accordance with (8)
11. 11)
    In the case that 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 any fraction less than one share to be delivered

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

(10) Matters concerning certificates for Stock Acquisition Rights

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