Revision of the Stock Compensation System

In order to further enhance the awareness of the Company Directors toward contributing to the medium- to long-term improvement of the Company’s performance and the enhancement of corporate value, and to achieve more stable and efficient operation of the compensation system than the currently implemented restricted stock compensation, the Company has examined the revision of its stock compensation system at the Compensation Committee^* and has decided to introduce the System in place of the current system.
The Company Employees, the Subsidiary Directors, and the Subsidiary Employees have also been subject to a system similar to the current restricted stock compensation for the Company Directors; however, with the aim of further enhancing their awareness of contributing to the medium- to long-term enhancement of corporate value, the Company will revise it to the System.

The introduction of the System for the Company Directors and the Subsidiary Directors shall be subject to approval at the General Meetings of Shareholders.

Under the System for the Company Directors and the Subsidiary Directors (hereinafter collectively referred to as the “Directors, etc.”), a scheme referred to as the Board Incentive Plan Trust (“the BIP Trust”) will be adopted. The BIP Trust is an incentive system for directors modeled on the performance-linked stock compensation system (Performance Share) and the restricted stock compensation plan (Restricted Stock) in the United States. Under this scheme, the Company’s shares acquired through the BIP Trust and cash in an amount equivalent to the proceeds of realization of the Company’s shares (hereinafter collectively referred to as “the Company Shares, etc.”) will be delivered or paid to the Directors, etc. who satisfy certain requirements, in accordance with the Share Delivery Regulations established in advance.
The System for the Company Employees and the Subsidiary Employees (hereinafter collectively referred to as the “Employees, etc.”) will adopt a scheme referred to as the Employee Stock Ownership Plan Trust (“the ESOP Trust”). The ESOP Trust is an incentive plan modeled on the ESOP in the United States. Under this scheme, the Company Shares, etc. acquired through the ESOP Trust will be delivered or paid to the Employees, etc. who satisfy certain requirements, in accordance with the Share Delivery Regulations established in advance.

If the trust period of the BIP Trust and the ESOP Trust (hereinafter collectively referred to as “Trusts”) established for the implementation of the System expires, the Company intends to continue the System on an ongoing basis by establishing new Trusts or by amending the existing Trusts whose trust period has expired and making additional trust contributions.