アルフレッサ　ホールディングス（2784） – Notice of Convocation Annual General Meeting 2022

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation. To Shareholders with Voting Rights: (Code number 2784) June 6, 2022 Ryuji Arakawa Representative Director & President Alfresa Holdings Corporation 1-1-3, Otemachi, Chiyoda-ku, Tokyo, Japan NOTICE OF THE 19TH ORDINARY GENERAL MEETING OF SHAREHOLDERS The 19th Ordinary General Meeting of Shareholders of Alfresa Holdings Corporation (the “Company”) will be held for the purposes as described below. In holding this Ordinary General Meeting of Shareholders, we will take appropriate measures for preventing the spread of COVID-19. However, to help prevent the spread of infection, we kindly request that you refrain from attending the meeting in person and consider exercising your voting rights in advance in writing or via the Internet. Please review the following Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:00 p.m. on Monday, June 27, 2022 (JST). You may also view the live streaming of the proceedings of the General Meeting of Shareholders via the Internet on the day of the meeting. 1. Date and Time: 2. Place: 10:00 a.m., Tuesday, June 28, 2022 (JST) Fuji room, 4th Floor, Hotel Grand Arc Hanzomon 1-1, Hayabusacho, Chiyoda-ku, Tokyo, Japan (Please refer to the “General Meeting of Shareholders Venue Map” on the last page. (in Japanese only)) In order to prevent the spread of infection, we will take measures such as increasing the space between seats and, consequently, the number of seats available has decreased significantly from the maximum number of seats of the venue. Accordingly, you may be refused admission even if you visit on the day. Thank you for your understanding. – 1 – 3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Audit Reports of the Independent Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company’s 19th Fiscal Year (April 1, 2021 – March 31, 2022) 2. Non-consolidated Financial Statements for the Company’s 19th Fiscal Year (April 1, 2021 – March 31, 2022) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Partial Amendments to the Articles of Incorporation Election of Eleven (11) Directors Election of Two (2) Audit & Supervisory Board Members Partial Revision to the Stock-based Performance-linked Remuneration, etc. of Directors, etc. If any revisions have been made to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements, the revisions will be posted on the Company’s website (https://www.alfresa.com/eng/ir/meeting/). Of the documents required to be provided in this notice, “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website (https://www.alfresa.com/) in accordance with relevant laws and regulations and Article 15 of the Articles of Incorporation of the Company, and are therefore not included in the attached documents of this notice. The “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated Financial Statements” as well as the attached documents of this notice are subject to audits by the Independent Auditor and Audit & Supervisory Board Members. – 2 – Announcement on Exercise of Voting Rights: If attending the meeting in person: Date and Time: 10:00 a.m., Tuesday, June 28, 2022 (JST) (Reception starts at 9:00 a.m.) Please submit the Voting Rights Exercise Form at the reception desk. (You do not need to sign or seal.) If you will be attending the meeting by proxy, please have the proxy submit a power of attorney and the Voting Rights Exercise Form to the reception desk at the venue. (Provisions of the Company’s Articles of Incorporation limit proxies to other shareholders with voting rights.) In order to conserve resources, please also bring this notice with you to the meeting venue. If not attending the meeting in person: Exercising your rights by mail: Voting Deadline: 5:00 p.m., Monday, June 27, 2022 (JST) Please mark your vote for or against the proposals on the Voting Rights Exercise Form and send it by mail without postage stamps. Please ensure that the mail is received by the voting deadline. If there is no indication of your vote for or against a proposal, it shall be deemed as an indication of approval. Exercising your rights via the Internet: Voting Deadline: 5:00 p.m., Monday, June 27, 2022 (JST) Please access the designated website (https://evote.tr.mufg.jp/), and enter your votes for or against the proposals by the voting deadline. Multiple voting * * If you exercise your voting rights by two different methods, that is, via the Internet as well as by mailing your Voting Rights Exercise Form, your voting results via the Internet shall be deemed valid. If you exercise your voting rights via the Internet more than once, only your final vote shall be deemed valid. Charges to be incurred in relation to accessing the voting rights exercise site Charges to be incurred in relation to accessing the voting rights exercise site (Internet connection charge, etc.) shall be borne by the shareholders. Shareholders using a smartphone You can now exercise your voting rights using a smartphone without entering the “login ID” and “temporary password” for the first access only. [Platform for Electronic Exercise of Voting Rights] If nominee shareholders such as trust & custody services banks, etc. (including standing proxies) make prior application to use Electronic Voting Platform for Foreign and Institutional Investors operated by ICJ, Inc. established by Tokyo Stock Exchange, Inc., etc., such shareholders may use the said platform as an electromagnetic method for exercising voting rights at the General Meetings of Shareholders of the Company in addition to the exercise of voting rights via the Internet pursuant to the above. Contact for inquiries in relation to systems, etc. Stock Transfer Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-173-027 (9:00 a.m. to 9:00 p.m. (JST), toll free) – 3 – Information on Internet Live Streaming: In order to enable shareholders to view the Company’s General Meeting of Shareholders from their homes or other locations, the Company will offer live Internet streaming of the meeting as follows. 1. Date and time of streaming 10:00 a.m., Tuesday, June 28, 2022 (JST) to the end of the General Meeting of Shareholders * The live viewing website becomes accessible at around 9:30 a.m., 30 minutes before the start time. 2. How to watch the live stream (1) Please access the “Engagement Portal” (the “Website”) by entering the following URL directly on your computer or smartphone, or by reading the QR code. URL https://engagement-portal.tr.mufg.jp/ (QR code) (2) After accessing the Website, please follow the instructions on the screen and enter your ID and password. 1) ID: The “login ID” (15 half-width alphanumeric characters) indicated on the duplicate (right side) of the 2) Password: The “temporary password” (six digit half-width numbers) indicated on the duplicate (right Voting Rights Exercise Form side) of the Voting Rights Exercise Form * Before posting your vote, please keep 1) and 2) with you or detach the duplicate (right side) of the Voting Rights Exercise Form and post it. (3) Please click the “Watch Live on the Day” button on the Website. Check the “I agree to the Terms of Use” checkbox after confirming the Terms of Use. Then click the “Watch” button. 3. Notes on viewing (1) It may not be possible to conduct live streaming due to unavoidable circumstances. In such cases, we will notify you via our website (https://www.alfresa.com/ir/meeting/). (2) Viewing the live stream is not considered to be attending the General Meeting of Shareholders under the Companies Act, and therefore you will not be able to exercise your voting rights, ask any questions, and make any comments including motions. (3) The live stream of the meeting will be limited to the shareholders only. (4) It is strictly prohibited to film, record, or save the live stream, or to make it available to the public through social media. (5) Please note that due to factors such as the Internet communication environment, video and audio may be distorted, transmission may be interrupted, and other problems may occur. (6) Please note that Internet Explorer is not supported. Also, you may not be able to view the live stream depending on your device or network environment. (7) Any costs incurred in accessing the Website for streaming (Internet connection fees, communication fees, etc.) shall be borne by the shareholder. (8) If you have lost the enclosed Voting Rights Exercise Form, please contact the following. – 4 – 4. Information for Shareholders Attending the General Meeting of Shareholders In consideration of the privacy of the shareholders and other matters, we will only film the screen image and the area around the seats of officers for the live stream. However, there may be cases where shareholders in attendance are unavoidably filmed. Thank you for your understanding. [Contact points for inquiries regarding the Website] Stock Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation 0120-676-808 (toll free) Reception time: 9:00 a.m. to 5:00 p.m. (JST) (except Saturdays, Sundays and holidays) On the day of the General Meeting of Shareholders: From 9:00 a.m. to the end of the General Meeting of Shareholders – 5 – Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Partial Amendments to the Articles of Incorporation 1. Reasons for the proposal The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to Current Articles of Incorporation Proposed Amendments (Amended parts are underlined.) (Deleted) the effective date, etc. shall be established. 2. Details of amendments The details of the amendments are as follows. (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 The Company may, when convening a general meeting of shareholders, deem that it has provided its shareholders with information pertaining to matters 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, by disclosing such information through the internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. (Newly established) (Measures for Electronic Provision, Etc.) Article 15 The Company shall, when convening 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 Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. (Provisions of articles omitted hereinafter) (Unchanged hereinafter) – 6 – Current Articles of Incorporation Proposed Amendments (Newly established) 1. The deletion of Article 15 (Internet (Supplementary provisions) Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and the new establishment of the proposed Article 15 (Measures for Electronic Provision, Etc.) shall come into effect on September 1, 2022, the date of enforcement of the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 15 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. – 7 – 4 5 6 7 8 9 10 11 Proposal 2: Election of Eleven (11) Directors The terms of office of all Directors (eleven (11) Directors) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we would like to propose the election of eleven (11) Directors. The candidates are as follows: No. Name 1 [To be reelected] Ryuji Arakawa 2 [To be reelected] Seiichi Kishida 3 [To be reelected] Yusuke Fukujin [To be newly elected] Shigeki Ohashi [To be newly elected] Toshiki Tanaka [To be reelected] Hisashi Katsuki [To be reelected] Koichi Shimada Current position and responsibilities in the Company Position: Representative Director & President Responsibilities: – Position: Director & Deputy President Responsibilities: Assistant to the President, Financial Planning, Corporate Communication Director & Deputy President Position: Responsibilities: Ethical Pharmaceuticals Position: Wholesaling Business Vice President & Executive Officer Responsibilities: Group Business & Affiliate Control, Group Information System, Business Development & International Business Vice President & Executive Officer Responsibilities: General Affairs, Human Position: Resources Planning, Digital Transformation (DX), Compliance & Risk Management Director Position: Responsibilities: – Position: Director Responsibilities: – Position: Director Takashi Hara Responsibilities: – Manabu Kinoshita Director Position: Responsibilities: Chairman, Nomination and Remuneration Committee for Directors and Executive Officers Director Toshie Takeuchi Position: Responsibilities: – Term of office Attendance of Board of Directors’ meetings 6 years 100% (18 of 18 meetings) 3 years 100% (18 of 18 meetings) 2 years 100% (18 of 18 meetings) – – – – 5 years 100% (18 of 18 meetings) 4 years 100% (18 of 18 meetings) 2 years 100% (18 of 18 meetings) 2 years 100% (18 of 18 meetings) 2 years 100% (18 of 18 meetings) Position: – Responsibilities: – Kimiko Kunimasa – – [To be reelected] [Outside Director] [Independent Director] [To be reelected] [Outside Director] [Independent Director] [To be reelected] [Outside Director] [Independent Director] [To be newly elected] [Outside Director] [Independent Director] – 8 – 1 Ryuji Arakawa [To be reelected] Date of birth: March 5, 1963 (age 59) Term of office at the conclusion of this general meeting: 6 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for directors Number of shares of the Company held April 1987 April 1999 June 2000 June 2005 June 2007 June 2007 June 2008 April 2009 June 2016 October 2016 April 2019 April 2020 Joined Yamanouchi Pharmaceutical Co., Ltd. (currently Astellas Pharma Inc.) Joined Chuyaku Co., Ltd. (currently Alfresa Corporation) Director of Chuyaku Co., Ltd. Managing Director of CS YAKUHIN CO., LTD. (currently Alfresa Corporation) Senior Managing Director of CS YAKUHIN CO., LTD. Director of the Company Director, Senior Vice President & Executive Officer of CS YAKUHIN CO., LTD. (currently Alfresa Corporation) Representative Director & President of CS YAKUHIN CO., LTD. Director of the Company Director, Vice President & Executive Officer of the Company, Business Development & International Business Director, Vice President & Executive Officer of the Company, Corporate Communication, Business Development & International Business Director, Senior Vice President & Executive Officer of the Company, Corporate Communication, Business Development & International Business Representative Director & President of the Company (present) June 2020 [Significant concurrent position] None [Note related to candidate for Director] No conflict of special interest exists between the candidate and the Company. 63,520 [Reasons for election as candidate for Director] As Representative Director, Mr. Ryuji Arakawa leads the Company and its Group companies to respond appropriately and flexibly to changes in the business environment. In addition, he has served as Representative Director, etc., of our operating companies and is deeply familiar with the general operations of the Company and its operating companies. He also has a wealth of experience and a proven track record including playing a central role in the expansion of business fields and the development of international business, particularly in Asia, among other accomplishments. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. – 9 – 2 No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for directors Number of shares of the Company held Seiichi Kishida [To be reelected] Date of birth: March 31, 1960 (age 62) Term of office at the conclusion of this general meeting: 3 years Attendance of Board of Directors’ meetings: 100% (18 of 18 meetings) April 1982 October 2008 April 2013 April 2017 April 2018 April 2019 June 2019 April 2020 June 2020 June 2021 April 2022 Joined Nippon Shoji Kaisha, Ltd. (currently Alfresa Pharma Corporation) General Manager of Accounting Department of Alfresa Corporation General Manager of Human Resources Department of Alfresa Corporation Executive Officer of Alfresa Corporation, General Manager of Human Resources Department Executive Officer of the Company, General Manager of Financial Planning Department Vice President & Executive Officer of the Company, General Affairs, Financial Planning, General Manager of Financial Planning Department Director, Vice President & Executive Officer of the Company, General Affairs, Financial Planning, General Manager of Financial Planning Department Director, Senior Vice President & Executive Officer of the Company, General Affairs, Financial Planning, Compliance & Risk Management, Internal Control Director, Senior Vice President & Executive Officer of the Company, General Affairs, Finance, Corporate Communication, Compliance & Risk Management Director, Senior Vice President & Executive Officer of the Company, Financial Planning, Corporate Communication, Compliance & Risk Management Director & Deputy President of the Company, Assistant to the President, Financial Planning, Corporate Communication (present) [Significant concurrent position] None [Note related to candidate for Director] No conflict of special interest exists between the candidate and the Company. 7,666 [Reasons for election as candidate for Director] Mr. Seiichi Kishida has experience in the practice of accounting, human resources, etc., at our key subsidiary Alfresa Corporation, and has served as the person in charge of such functions. He also has a wealth of experience and a proven track record including serving as the person in charge of General Affairs, Finance, Corporate Communications, and Compliance & Risk Management at the Company. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. – 10 – 3 Yusuke Fukujin [To be reelected] Date of birth: June 27, 1976 (age 45) Term of office at the conclusion of this general meeting: 2 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for directors Number of shares of the Company held April 2000 April 2014 October 2014 June 2016 April 2019 June 2019 April 2020 June 2020 June 2020 April 2022 Joined Fukujin Co., Ltd. (currently Alfresa Corporation) Executive Officer of Alfresa Corporation, General Manager of Sales Planning Department, Sales Division Executive Officer of Alfresa Corporation, General Manager of Management Planning Department, Management Strategy Division Representative Director & President of Specialty Medical Distribution Corporation Vice President & Executive Officer of Alfresa Corporation, General Manager of Logistics Division Director, Vice President & Executive Officer of Alfresa Corporation, General Manager of Logistics Division Director, Senior Vice President & Executive Officer of Alfresa Corporation, General Manager of Logistics Division Representative Director & President of Alfresa Corporation (present) Director of the Company Director & Deputy President of the Company, Ethical Pharmaceuticals Wholesaling Business (present) [Significant concurrent position] Representative Director & President of Alfresa Corporation [Note related to candidate for Director] No conflict of special interest exists between the candidate and the Company. 2,046,388 [Reasons for election as candidate for Director] Mr. Yusuke Fukujin is serving as Representative Director & President of Alfresa Corporation, which is our subsidiary that plays a core role in Ethical Pharmaceuticals Wholesaling Business, and is deeply familiar with the general operations of this business. He plays a central role in sales and distribution initiatives for specialty pharmaceuticals, a focus area for the Group, and also in the development of new business models. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. – 11 – No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for directors Number of shares of the Company held March 1988 October 2008 October 2016 April 2018 October 2019 April 2020 June 2021 April 2022 Joined Showa Pharmaceuticals Co., Ltd. (currently Alfresa Corporation) General Manager of Eastern Tokyo Sales Department, Sales Division of Alfresa Corporation General Manager of Product Administration Department, Logistics Division of Alfresa Corporation Executive Officer of Alfresa Corporation, General Manager of Sales Strategy Department, Pharmaceuticals Sales Division Executive Officer of Alfresa Corporation, Deputy General Manager (in Charge of Sales Reforms) of Corporate Business Coordination Division Vice President & Executive Officer of the Company, Group Business & Affiliate Control, Group Information System Vice President & Executive Officer of the Company, General Affairs, Group Business & Affiliate Control, Group Information System, Human Resources Planning Vice President & Executive Officer of the Company, Group Business & Affiliate Control, Group Information System, Business Development & International Business (present) [Significant concurrent position] None [Note related to candidate for Director] No conflict of special interest exists between the candidate and the Company. 4,900 4 Shigeki Ohashi [To be newly elected] Date of birth: January 17, 1965 (age 57) Term of office at the conclusion of this general meeting: – Attendance of Board of Directors’ meetings: – [Reasons for election as candidate for Director] Mr. Shigeki Ohashi has a wealth of experience including holding key positions in the Sales Division, etc., of Alfresa Corporation, which is our important subsidiary. He is deeply familiar with the general operations of the Company and its operating companies through his careers including serving as the person in charge of General Affairs, Group Business & Affiliate Control, Group Information System, and Human Resources Planning at the Company. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. – 12 – 5 Toshiki Tanaka [To be newly elected] Date of birth: June 3, 1963 (age 59) Term of office at the conclusion of this general meeting: – Attendance of Board of Directors’ meetings: – No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for directors Number of shares of the Company held April 1986 October 2012 July 2015 April 2016 April 2017 April 2019 June 2020 April 2022 April 2022 Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.) General Manager of Syndication Department of The Bank of Tokyo-Mitsubishi UFJ Ltd. (currently MUFG Bank, Ltd.) Joined Alfresa Corporation, General Manager of Administration Division Officer of Alfresa Corporation, Deputy General Manager of Administration Division Executive Officer of Alfresa Corporation, Deputy General Manager of Administration Division, General Manager of Accounting Department Executive Officer of Alfresa Corporation, General Manager of Management Planning Department, Management Planning Division Director, Vice President & Executive Officer of Alfresa Corporation, General Manager of Logistics Division Director of Alfresa Corporation (present) Vice President & Executive Officer of the Company, General Affairs, Human Resources Planning, Digital Transformation (DX), Compliance & Risk Management (present) [Significant concurrent position] None [Note related to candidate for Director] No conflict of special interest exists between the candidate and the Company. 900 [Reasons for election as candidate for Director] In addition to his experience working at a major financial institution, Mr. Toshiki Tanaka is familiar with the operations of our operating companies through his careers including holding key positions in Administration Division, Management Planning Department, and Logistics Division at Alfresa Corporation, which is our important subsidiary. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. – 13 – 6 Hisashi Katsuki [To be reelected] Date of birth: August 9, 1956 (age 65) Term of office at the conclusion of this general meeting: 5 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for directors Number of shares of the Company held October 2011 Joined Pigeon Corporation October 1984 December 2001 Managing Executive Officer of Pigeon Corporation Director of Pigeon Corporation April 2004 Representative Director & President of TAMPEI NAKATA June 2009 CO., LTD. (currently Alfresa Healthcare Corporation) Representative Director & President of Alfresa Healthcare Corporation (present) Representative Director & Chairman of Mogi Pharmaceutical Co., Ltd. (currently Alfresa Healthcare Corporation) Director of the Company (present) June 2017 [Significant concurrent position] Representative Director & President of Alfresa Healthcare Corporation [Note related to candidate for Director] No conflict of special interest exists between the candidate and the Company. October 2014 16,192 [Reasons for election as candidate for Director] Mr. Hisashi Katsuki is serving as Representative Director & President of Alfresa Healthcare Corporation, which is our subsidiary that plays a role in Self-Medication Products Wholesaling Business, and is deeply familiar with the general operations of this business. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. – 14 – 7 Koichi Shimada [To be reelected] Date of birth: October 15, 1958 (age 63) Term of office at the conclusion of this general meeting: 4 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for directors Number of shares of the Company held April 1982 April 2008 June 2010 April 2012 April 2014 April 2016 May 2016 April 2017 May 2017 Joined Nippon Shoji Kaisha, Ltd. (currently Alfresa Pharma Corporation) Executive Officer of Alfresa Pharma Corporation, General Manager of Product Strategy Department Director of Alfresa Pharma Corporation Director, Vice President & Executive Officer of Alfresa Pharma Corporation Director, Senior Vice President & Executive Officer of Alfresa Pharma Corporation Director, Deputy President & Executive Officer of Alfresa Pharma Corporation Director of Alfresa Fine Chemical Corporation President, CEO & Executive Officer of Alfresa Pharma Corporation (present) Director & Chairman of Alfresa Fine Chemical Corporation (present) Director of the Company (present) June 2018 [Significant concurrent position] President, CEO & Executive Officer of Alfresa Pharma Corporation [Note related to candidate for Director] No conflict of special interest exists between the candidate and the Company. 2,620 [Reasons for election as candidate for Director] Mr. Koichi Shimada is serving as President & CEO of Alfresa Pharma Corporation, which is our subsidiary that plays a core role in Manufacturing Business, and is deeply familiar with the general operations of this business. He has been elected as a candidate for Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. – 15 – No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for outside directors Number of shares of the Company held June 2008 May 2009 May 2010 June 2012 April 1975 January 2002 May 2005 January 2006 Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.) Executive Officer of UFJ Bank, Ltd. (currently MUFG Bank, Ltd.) Managing Executive Officer of UFJ Bank, Ltd. Managing Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.) Managing Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd. Senior Managing Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd. Deputy President of The Bank of Tokyo-Mitsubishi UFJ, Ltd. Representative Director and Vice Chairman of Sojitz Corporation Director, Chairman of the Board of Sojitz Corporation Senior Advisor of Sojitz Corporation Outside Director of UNIRITA Inc. (present) Director of the Company (present) June 2019 June 2020 June 2020 June 2020 [Significant concurrent positions] Outside Director of UNIRITA Inc. [Note related to candidate for Outside Director] No conflict of special interest exists between the candidate and the Company. – 8 Takashi Hara [To be reelected] [Outside Director] [Independent Director] Date of birth: August 24, 1951 (age 70) Term of office at the conclusion of this general meeting: 2 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) [Reasons for election as candidate for Outside Director and outline of expected role] Mr. Takashi Hara has a wealth of experience in business operation and a proven track record including serving key positions at financial institutions and a general trading company. He has been elected as a candidate for Outside Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. [Items regarding independence of Outside Director] Mr. Takashi Hara meets the “Independence Standards for Outside Directors, etc.” of the Company as a candidate for Outside Director, and the Company has designated him as an independent director as prescribed by Tokyo Stock Exchange, Inc. and submitted a notification of the appointment to the same Exchange. The Company’s consolidated subsidiary has transactions with The Bank of Tokyo-Mitsubishi UFJ Ltd. (currently MUFG Bank, Ltd.), at which Mr. Takashi Hara served as Deputy President; however, the transaction value accounts for less than 0.1% of consolidated net sales mutually, which is a small percentage, and there is no fact that the relevant transaction partner is involved in the business management of the Group companies. He also serves as Outside Director of UNIRITA Inc.; however, the Company has no transactions with the said company. – 16 – No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for outside directors Number of shares of the Company held April 1978 April 2008 April 2010 June 2010 June 2011 April 2016 April 2018 June 2020 June 2020 Joined NEC Corporation Senior Vice President of NEC Corporation Executive Vice President of NEC Corporation Executive Vice President and Member of the Board of NEC Corporation Executive Vice President of NEC Corporation Senior Executive Vice President of NEC Corporation Senior Officer of NEC Corporation Director of the Company (present) Chairman, Nomination and Remuneration Committee for Directors and Executive Officers of the Company (present) Outside Director of Sumitomo Metal Mining Co., Ltd. (present) June 2020 [Significant concurrent positions] Outside Director of Sumitomo Metal Mining Co., Ltd. [Note related to candidate for Outside Director] No conflict of special interest exists between the candidate and the Company. – 9 Manabu Kinoshita [To be reelected] [Outside Director] [Independent Director] Date of birth: May 17, 1954 (age 68) Term of office at the conclusion of this general meeting: 2 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) [Reasons for election as candidate for Outside Director and outline of expected role] Mr. Manabu Kinoshita has a wealth of experience, a proven track record and a high level of insight through his years of experience in the practice of business and as an executive at one of the leading general IT vendor companies in Japan. He has been elected as a candidate for Outside Director because he can be expected to capitalize on his wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. [Items regarding independence of Outside Director] Mr. Manabu Kinoshita meets the “Independence Standards for Outside Directors, etc.” of the Company as a candidate for Outside Director, and the Company has designated him as an independent director as prescribed by Tokyo Stock Exchange, Inc. and submitted a notification of the appointment to the same Exchange. The Company’s consolidated subsidiary has transactions with NEC Corporation, at which Mr. Manabu Kinoshita served as Senior Executive Vice President in the past; however, the transaction value accounts for less than 0.1% of consolidated net sales mutually, which is a small percentage, and there is no fact that the relevant transaction partner is involved in the business management of the Group companies. He also serves as Outside Director of Sumitomo Metal Mining Co., Ltd.; however, the Company has no transactions with the said company. – 17 – No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for outside directors Number of shares of the Company held April 1978 July 2001 April 2002 April 2003 April 2012 April 2014 Joined Lion Fat and Oil Co., Ltd. (currently Lion Corporation) Joined Dentsu EYE Inc. Visiting Professor, Graduate School of Social Science, Hosei University Professor, Faculty of Business Administration, Hosei University (present) Dean of the Graduate School of Business Administration, Hosei University Dean of the Faculty of Business Administration, Hosei University Director of Hosei University Career Center Director of the Company (present) April 2016 June 2020 [Significant concurrent positions] Professor, Faculty of Business Administration, Hosei University [Note related to candidate for Outside Director] No conflict of special interest exists between the candidate and the Company. – 10 Toshie Takeuchi [To be reelected] [Outside Director] [Independent Director] Date of birth: January 22, 1955 (age 67) Term of office at the conclusion of this general meeting: 2 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) [Reasons for election as candidate for Outside Director and outline of expected role] In addition to her high-level insight and wide experiences as a professor of the Faculty of Business Administration, Ms. Toshie Takeuchi has broad knowledge in the area of marketing and branding. She has been elected as a candidate for Outside Director because she can be expected to capitalize on her wealth of experience and knowledge at the Board of Directors, to continue to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. Although she has never assumed positions of business management other than outside officer, because of the above reasons, we believe that she is capable of executing her duties properly as Outside Director. [Items regarding independence of Outside Director] Ms. Toshie Takeuchi meets the “Independence Standards for Outside Directors, etc.” of the Company as a candidate for Outside Director, and the Company has designated her as an independent director as prescribed by Tokyo Stock Exchange, Inc. and submitted a notification of the appointment to the same Exchange. Ms. Toshie Takeuchi serves as a professor of the Faculty of Business Administration of Hosei University; however, the Company has no transactions with the said University. – 18 – No. Name Career summary, position and responsibilities in the Company, significant concurrent positions and note related to candidate for outside directors Number of shares of the Company held March 1982 June 2000 January 2002 Joined Fukutake Publishing Co., Ltd. (currently Benesse Holdings, Inc.) Director of Benesse Corporation Representative Director & President of Benesse Care Corporation (currently Benesse Style Care Co., Ltd.) December 2003 Director of Benesse Style Care Co., Ltd. June 2008 October 2010 April 2012 June 2013 General Manager of Human Resources and General Affairs Division of Benesse Corporation CHO of Benesse Holdings, Inc. Director of Benesse Corporation Director and Executive Vice President of Benesse Style Care Co., Ltd. [Significant concurrent positions] None [Note related to candidate for Outside Director] No conflict of special interest exists between the candidate and the Company. – 11 Kimiko Kunimasa [To be newly elected] [Outside Director] [Independent Director] Date of birth: January 30, 1960 (age 62) Term of office at the conclusion of this general meeting: – Attendance of Board of Directors’ meetings: – [Reasons for election as candidate for Outside Director and outline of expected role] Ms. Kimiko Kunimasa has long been involved mainly in the nursing care business as a practitioner and manager. She has a wealth of experience, a proven track record and a high level of insight through her career including serving as CHO (the person in charge of human resources) for all group companies of a listed company. She has been elected as a candidate for Outside Director because she can be expected to capitalize on her wealth of experience and knowledge at the Board of Directors, to strengthen the effectiveness of the Board of Directors’ decision-making and supervisory functions. [Items regarding independence of Outside Director] Ms. Kimiko Kunimasa meets the “Independence Standards for Outside Directors, etc.” of the Company as a candidate for Outside Director, and the Company plans to designate her as an independent director as prescribed by Tokyo Stock Exchange, Inc. and submit a notification of the appointment to the same Exchange. – 19 – Proposal 3: Election of Two (2) Audit & Supervisory Board Members Among the five (5) current Audit & Supervisory Board Members, the terms of office of Mr. Kenji Kuwayama and Mr. Takashi Ito will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we would like to propose the election of two (2) Audit & Supervisory Board Members. The Audit & Supervisory Board has given its approval to this proposal. The candidates are as follows: Number of shares of the Company held 10,500 No. Name 1 Yuji Ueda [To be newly elected] Date of birth: April 1, 1961 (age 61) Term of office at the conclusion of this general meeting: – Attendance of Board of Directors’ meetings: – Attendance of Audit & Supervisory Board’ meetings: – April 1983 April 2003 October 2005 April 2007 April 2011 July 2012 April 2013 July 2014 April 2015 Career summary and position in the Company, significant concurrent positions and note related to candidate for Outside Audit & Supervisory Board Member Joined DAIWA Pharmaceutical Wholesalers Co., Ltd. (currently Shikoku Alfresa Corporation) Executive Officer of DAIWA Pharmaceutical Wholesalers Co., Ltd. Executive Officer of Shikoku Alfresa Corporation General Manager In Charge of Group Administration and Affiliate Control Department of the Company General Manager of Business Administration Department and General Manager In Charge of Group Administration and Group Business & Affiliate Control Department of the Company General Manager of Group Business & Affiliate Control Department of the Company General Manager of Audit Department of the Company General Manager of Business Administration Department and General Affairs Department of the Company Executive Officer of the Company, General Manager of Business Administration Department and General Affairs Department Executive Officer of the Company, General Manager of General Affairs Department Executive Officer of the Company, General Manager of Internal Control & Legal Department Executive Officer of the Company, General Manager of Audit Department (present) October 2016 April 2017 October 2018 [Significant concurrent positions] None [Note related to candidate for Audit & Supervisory Board Member] No conflict of special interest exists between the candidate and the Company. [Reasons for election as candidate for Audit & Supervisory Board Member] Mr. Yuji Ueda has experience in the practice of accounting, general affairs, and sales planning at our operating companies, and has served as the person in charge of these functions. He has also served as General Manager of Group Administration and Affiliate Control Department, General Affairs Department, and Audit Department, and is deeply familiar with the general operations of the Company and its operating companies. He has been elected as a candidate for Audit & Supervisory Board Member because we believe that he will reflect his wealth of experience and knowledge in our audit system. – 20 – Number of shares of the Company held April 2011 April 2012 April 1988 October 2002 April 2005 April 2008 Career summary and position in the Company, significant concurrent positions and note related to candidate for Outside Audit & Supervisory Board Member Registered as an attorney at law (Daini Tokyo Bar Association) Established Shin-yotsuya Law Offices Vice President of Daini Tokyo Bar Association Deputy Secretary General of Japan Federation of Bar Associations Director of Public Relations Office of Daini Tokyo Bar Association Special Staff Attorney, Office of Secretary General of Japan Federation of Bar Associations Executive Governor of Japan Federation of Bar Associations President of Daini Tokyo Bar Association Vice President of Japan Federation of Bar Associations Executive Governor of Kanto Federation of Bar Associations Audit & Supervisory Board Member of the Company (present) Outside Director of JIO Corporation (present) Established ITO & WASEMOTO LAW OFFICE (present) April 2016 April 2017 April 2017 April 2017 June 2018 June 2019 October 2020 [Significant concurrent positions] Attorney at law [Note related to candidate for Outside Audit & Supervisory Board Member] No conflict of special interest exists between the candidate and the Company. – No. Name 2 Takashi Ito [To be reelected] [Outside Audit & Supervisory Board Member] [Independent Auditor] Date of birth: April 20, 1960 (age 62) Term of office at the conclusion of this general meeting: 4 years Attendance of Board of Directors’ meetings: 100% (18 out of 18 meetings) Attendance of Audit & Supervisory Board’ meetings: 100% (20 out of 20 meetings) [Reasons for election as candidate for Outside Audit & Supervisory Board Member] As an attorney at law, Mr. Takashi Ito has a high degree of expertise and broad knowledge in civil law, criminal law, labor law, intellectual property law, etc. He also has a wealth of experience including holding important positions in bar associations. He has been elected as a candidate for Outside Audit & Supervisory Board Member because we believe that he will reflect objective opinions from a long-term viewpoint in our audit system, based on his professional knowledge and wealth of experience. Although he has never assumed positions of business management, because of above reasons, we believe that he is capable of executing his duties properly as Outside Audit & Supervisory Board Member. [Items regarding independence of Outside Audit & Supervisory Board Member] Mr. Takashi Ito meets the “Independence Standards for Outside Directors, etc.” of the Company as a candidate for Outside Audit & Supervisory Board Member, and the Company has designated him as an independent auditor as prescribed by Tokyo Stock Exchange, Inc. and submitted a notification of the appointment to the same Exchange. He is an attorney at law and serves as Outside Director of JIO Corporation; however, the Company has no transactions with the said company. – 21 –

The Company has entered into a directors and officers liability insurance contract with an insurance company, where officers of the Company are included in the insured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages and litigation expenses that the insured may be reliable for, arising from damage claims due to acts committed by the insured (including omissions) in their capacity as officers, etc. of the Company. The Company bears the entire premium for the insured. If the proposals 2 and 3 are approved, each candidate will be included in the insured under the said insurance contract. The Company plans to renew the insurance contract with same contents during the term of office of the candidates. The Company elects candidates for Outside Directors, etc. who have high degree of independence. 1. Outside Directors, etc. must be financially independent from the Group. (1) Outside Directors, etc. should not have received compensation (excluding remuneration to Directors, etc. paid by the Company), or monetary consideration/other properties for performed duties, transactions, etc. that exceed a certain amount directly from the Group in the past five years. “Exceed a certain amount” is defined to be the amount of ¥10 million or more received in any one of the past five fiscal years. (2) Outside Directors, etc. should not have served as Director, Officer, etc. of any one of the following entities in the past (i) Major business clients who account for 2% or more of the consolidated net sales of the Group or the corporate groups, (ii) Entities that have substantial conflicts of interest with the Group, such as the Company’s independent auditing firm, five years. etc. to which the candidate belongs. (iii) Entities that are the Company’s major shareholders (holding 10% or more of shares issued). (iv) Entities of which the Group is the major shareholder (holding 10% or more of shares issued). 2. Outside Directors, etc. shall not be the close relatives of Directors and Audit & Supervisory Board Members of the Group. “Close relatives” are defined as spouse, blood relatives within third degree of kinship, and relatives living together. 3. Furthermore, Outside Directors, etc. shall not possess any reason by which they are reasonably deemed ineligible as an 4. Outside Directors, etc. shall ensure to satisfy the independence and neutrality criteria set forth in this Standards on an independent and neutral officer. ongoing basis even after the appointment as Officer. In order for Outside Directors, etc., to perform their duties as expected to the fullest extent, the Company has entered into liability limitation agreements with Mr. Takashi Hara, Mr. Manabu Kinoshita, Ms. Toshie Takeuchi and Mr. Takashi Ito, pursuant to the provision of Article 427, Paragraph 1 of the Companies Act, to limit their liability for damages as provided for by Article 423, Paragraph 1 of the Companies Act. If the reappointment of Mr. Hara, Mr. Kinoshita, Ms. Takeuchi and Mr. Ito is approved in Proposal 2 and Proposal 3, the Company plans to continue the same liability limitation agreements with them. Moreover, if the election of Ms. Kimiko Kunimasa and Mr. Yuji Ueda is approved, the Company plans to enter into similar liability limitation agreements with them. The minimum liability limit due to negligence of his/her duties shall be the amount as provided for by Article 425, Paragraph 1 of the Companies Act. – 22 – (Reference) ■ Composition of the Board of Directors To effectively fulfill its roles and responsibilities, the Board of Directors is comprised of a diverse range of Directors with different expertise, experience, abilities, etc. The number of Directors is designed to maximize the efficiency and effectiveness of the functions of the Board of Directors. ■ Nomination and election of Directors, etc. Candidates for Directors are decided by the Board of Directors after deliberation by the Nomination and Remuneration Committee for Directors and Executive Officers, taking into consideration the composition of the Board of Directors. The Nomination and Remuneration Committee for Directors and Executive Officers consists of independent Outside Directors and Directors selected by resolution of the Board of Directors. The majority of its members are independent Outside Directors. The Nomination and Remuneration Committee for Directors and Executive Officers selects candidates by defining the skills of Directors, etc., that it deems necessary for realizing the 22-24 Mid-term Management Plan: Leap into the Future “An Evolving Healthcare Consortium®.” A list of these skills is shown in the table below (in the event that each candidate for Director and Audit & Supervisory Board Member is elected at this general meeting of shareholders). Position Corporate manage- ment Sales Marketing Logistics Business develop- ment Finance & Accounting ○ ○ Legal Risk manage- ment Human resources Talent develop- ment ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Ryuji Arakawa Seiichi Kishida Yusuke Fukujin Shigeki Ohashi Toshiki Tanaka Representative Director & President Director & Deputy President Director & Deputy President Director, Vice President & Executive Officer Director, Vice President & Executive Officer Hisashi Katsuki Director Koichi Shimada Director Takashi Hara Outside Director Manabu Kinoshita Outside Director Toshie Takeuchi Outside Director Director Masakazu Ozaki Yuji Ueda Seisui Kamigaki Audit & Supervisory Board Member Takashi Ito Audit & Supervisory Board Member (Standing) Audit & Supervisory Board Member (Standing) Audit & Supervisory Board Member (Outside) Audit & Supervisory Board Member (Outside) Audit & Supervisory Board Member (Outside) Yoshitaka Kato ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ – 23 – Kimiko Kunimasa Outside Director ○ ○ Proposal 4: Partial Revision to the Stock-based Performance-linked Remuneration, etc. of Directors, etc. 1. Reason for the proposal and justification for this form of remuneration The Company has established a stock-based performance-linked remuneration plan (hereinafter the “Plan”) for Directors (excluding Directors whose primary duty is to concurrently serve as directors of the Company’s subsidiaries, Outside Directors, and Directors who are non-residents of Japan) and Executive Officers (excluding non-residents of Japan) of the Company (hereinafter collectively the “Directors, etc.”). The Plan delivers shares of the Company to the Directors, etc., commensurate mainly with the level of achievement of the performance targets under the medium-term management plan. The Plan was approved by shareholders at the 16th Ordinary General Meeting of Shareholders held on June 26, 2019. The Company proposes to partially revise the Plan on the occasion of its continuation. The revised Plan is designed to enhance the linkage between the remuneration, etc. of the Directors, etc., and business performance and stock price. This will incentivize the Directors, etc. to contribute to the long-term growth of corporate value, while aligning their interests with the interests of shareholders. It also aims to motivate the Directors, etc. to achieve the performance targets under the medium-term management plan. The Company believes that the revision is appropriate because it is in line with the content of the Company’s policy for determining the details of remuneration, etc. of the individual Directors, etc. This proposal asks for approval of shareholders on the aforementioned stock-based remuneration of the Directors, etc., outside the maximum aggregate amount of remuneration of Directors (within ¥600 million limit per year, not including salaries for services rendered as employees by Directors who also serve as employees), as approved at the 3rd Ordinary General Meeting of Shareholders held on June 29, 2006. Four Directors shall be covered by the Plan, subject to the resolution for the approval of Proposal 2 “Election of Eleven (11) Directors” as originally proposed. Also, four Executive Officers shall be covered by the Plan. 2. The amount and other details, etc. of the remuneration, etc. under the Plan (1) Details of revision to the Plan In the continuation of the Plan, the upper limit of the number of shares of the Company, etc. to be delivered, etc. (as set forth in (2) below) to the Company’s Directors, etc. will be revised as follows, subject to the approval of this proposal. (Before revision) The Company: 120,000 shares (After revision) The Company: 200,000 shares (2) Outline of the Plan after revision The Plan is a stock-based remuneration plan whereby shares of the Company shall be acquired through a trust which is funded by the remuneration of the Directors, etc., for carrying out delivery and payment (hereinafter the “delivery, etc.”) of shares of the Company, as well as money in the amount equivalent to the proceeds from the conversion of shares of the Company into cash (hereinafter the “shares of the Company, etc.”) (For details, please refer to (3) and subsequent sections thereto.). 1) Recipients of the delivery, etc. of the shares of the Company, etc. under the Plan Directors (excluding Directors whose primary duty is to serve as directors of the Company’s subsidiaries, Outside Directors, and non-residents of Japan) Executive Officers (excluding non-residents of Japan) 2) Impact of the shares of the Company delivered under the Plan on the total number of shares issued Upper limit of the funding by the Company (as described in (3) below) ¥300 million in total for a period of three fiscal years – 24 – Method for acquiring shares of the Company (as described in (3) below) and the upper limit of the number of the shares of the Company, etc. to be acquired by the Directors, etc. (as described in (4) below) As shares of the Company are to be acquired from the stock market, no resultant dilution is expected. 200,000 shares in total for a period of three fiscal years Average number of shares per fiscal year shall be 66,000, which is equivalent to 0.03% of the total number of shares issued by the Company (as of March 31, 2022, after deducting the number of treasury stock). 3) Performance achievement conditions (as described in (4) below) 4) Timing of the delivery, etc. of the shares of the Company, etc. to the Directors, etc. (as described in (5) below) Variable in a range between 0% and 200%, commensurate with the level of achievement of the performance targets under the medium-term management plan, etc. Criteria for evaluating achievement of the performance targets, etc. shall be consolidated operating income margin and profit margin attributable to owners of parent, etc. After the termination of the Applicable Period (three fiscal years) (3) Upper limit of the funding by the Company A period applicable under the Plan shall be three fiscal years covered by the medium-term management plan of the Company (hereinafter the “Applicable Period”). The Applicable Period after approval of this proposal shall be the three fiscal years from the fiscal year ending March 31, 2023 to the fiscal year ending March 31, 2025. The Company shall, as part of the remuneration of the Directors, etc., contribute an amount of trust fund (*1) not exceeding ¥300 million in total for each Applicable Period, thereby creating a trust with a trust period of approximately three years for the benefit of the Directors, etc. who meet the beneficiary requirements (hereinafter the “Trust”). The Trust shall, subject to the instruction of the trust administrator, acquire shares of the Company from the stock market, using the aforementioned trust fund. The Company shall assign points to the Directors, etc. (as described in (4) below) during the Applicable Period, and carry out the delivery, etc. of the shares of the Company, etc. equivalent to the number of such points from the Trust. The Trust may be renewed at the expiry of the trust period of the Trust, by the amendment to the trust agreement or by contributing additional trust fund, in lieu of newly creating the Trust. In such case, the trust period shall be extended for another three years, and the Company shall contribute additional trust fund not exceeding ¥300 million in total, thereby continuing to assign the points and to carry out the delivery, etc. of the shares of the Company, etc. to the Directors, etc. during the extended trust period. In the event of such additional trust funding, however, if there remain in the trust asset, shares of the Company (i.e. shares of the Company equivalent to the number of points assigned to the Directors, etc., excluding those yet to be used for the delivery,