NOTICE OF THE 18th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Transcription

1 NOTICE OF THE 18th ORDINARY GENERAL MEETING OF SHAREHOLDERS TOA Valve Engineering Inc. Note: The following is an English translation of the original Japanese version, prepared only for the convenience of non-japanese speaking shareholders. In case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

2 Securities Code: 6466 December 7, 2017 To Shareholders: Yoshihisa Manabe President, Representative Director Toa Valve Engineering Inc , Nishitachibana-cho, Amagasaki-shi, Hyogo, Japan Notice of the 18th Ordinary General Meeting of Shareholders You are cordially invited to the 18th Ordinary General Meeting of Shareholders of Toa Valve Engineering Inc. (the Company ) to be held as described below. If you are unable to attend the meeting in person, you can exercise your voting rights in writing. Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your approval or disapproval of the matters to be resolved on the voting form enclosed herewith and return it by postal mail so that it is received by no later than 5:00 p.m., Thursday, December 21, 2017 (JST). 1. Date and Time: Friday, December 22, 2017 at 10:00 a.m. (JST) 2. Place: Miyako Hotel New Archaic, Ho-Oh South (3rd floor) 2-7-1, Showa-dori, Amagasaki-shi, Hyogo, Japan 3. Agenda for the Meeting: Matters to be reported 1. The Business Report, Consolidated Financial Statements, and Audit Report of Consolidated Financial Statements by the Financial Auditor and the Audit and Supervisory Committee for the 18th Fiscal Year (from October 1, 2016 to September 30, 2017) 2. The Non-consolidated Financial Statements for the 18th Fiscal Year (from October 1, 2016 to September 30, 2017) Matters to be resolved Proposal 1 Appropriation of Surplus Proposal 2 Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal 3 Election of One Substitute Director Who Is an Audit and Supervisory Committee Member Proposal 4 Determination of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members, and Outside Directors) for Allotment of Restricted Shares Thereto 1

3 If you attend the meeting in person, please submit the enclosed voting form at the reception desk of the meeting. As the reception desk is expected to be crowded just before the meeting starts, please arrive earlier if possible. The reception desk is scheduled to open at 9:00 a.m. Pursuant to relevant laws and regulations and Article 16 of the Articles of Incorporation of the Company, the following documents are not included in the documents attached to this notice since they have been made accessible on the website ( instead. (1) 3. Systems for Ensuring Properness of Business Operations of the Business Report (2) Notes to Consolidated Financial Statements attached to the Consolidated Financial Statements (3) Notes to Non-consolidated Financial Statements attached to the Non-consolidated Financial Statements The documents attached to this notice make up only a part of what was audited for the Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements by the Audit and Supervisory Committee in the course of the preparation of its audit report. Furthermore, these documents also make up only a part of what was audited for the Consolidated Financial Statements and the Non-consolidated Financial Statements by the Financial Auditor in the course of the preparation of the financial audit report. If any modification(s) or amendment(s) are made to any of the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, the Company will post such modifications or amendments on the website ( Please note that instead of sending a Notice of Voting Results to shareholders by postal mail, the Company will disclose the results of the resolutions of the General Meeting of Shareholders on the website ( If you have any questions or doubts regarding the contents of Reference Documents, please send the Company an (address: tve@toavalve.co.jp). 2

4 Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal 1 Appropriation of Surplus Year-end dividends The Company has a basic policy of providing stable dividends by making maximum use of the Group s resources and bringing about maximum profit through highly efficient management. In the consolidated results for the fiscal year under review, sales were down while profits stayed level year on year. Nevertheless, as the result of such factors as achieving improvements in profitability from recording sales of installation work of nuclear power stations, the Company has continued to secure a surplus. With regard to the business environment, however, there are many uncertainties in the market related to nuclear power stations, which are the principal business. At present, the consolidated earnings forecasts for the next fiscal year are expected to be limited to net sales of 7,850 million and operating income of 50 million. Moreover, the Company is not optimistically confident that the significant degree of latent uncertainty will not undermine achievement of these forecasts. The Company is therefore still a far way from being able to say that it has established a continuous and highly stable business environment. While continuously aiming to expand revenues through aggressive sales activities, the Company will put all its energies into expanding business operation and stabilizing operating performance through the promotion of its business alliance with KITZ Corporation, entered into in the previous fiscal year, as a priority measure. Therefore, in accordance with the dividend policy, and after considering the situation and background described above, the Company proposes to pay a year-end dividend for the fiscal year of 15 per share. Since an interim dividend of 15 per share was paid for the fiscal year, total annual dividends will be 30 per share. We ask for your understanding of the background and situation leading to this result. 1. Type of dividend property Cash 2. Allotment of dividend property to shareholders and the aggregate amount thereof 15 per common share of the Company Total dividends of 34,011,195 As an interim dividend of 15 per common share of the Company was paid in June this year, annual dividends will amount to 30 per share. 3. Effective date of dividends of surplus December 25,

5 Proposal 2 Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of all seven Directors (Excluding Directors who are Audit and Supervisory Committee Members. The same applies in this proposal.) will expire at the conclusion of this meeting. At this juncture, it is proposed that eight Directors be elected, increasing the number of Directors by one, to promote enhancement of the management system and the governance system. The Audit and Supervisory Committee had no matters to point out regarding this proposal. The candidates for Director are as follows: Candidate 1 Yoshihisa Manabe (August 20, 1948) Mar Dec Dec Apr July 2014 Dec Dec June 2016 Sept Joined Toa Valve Co., Ltd. Director of the Company Managing Director Executive Managing Director, Senior Managing Officer, General Manager of Valve Manufacturing Headquarters and Quality Assurance Headquarters Director, Chief Engineering Executive Officer, General Manager of Valve Manufacturing Headquarters, In charge of Steel Casting Headquarters and General Safety and Health Team Director, Chief Engineering Executive Officer, In charge of Quality Assurance Headquarters Representative Director-President, Chief Executive Officer, Chief Operating Officer of Seven Arrows Project, In charge of Quality Assurance Headquarters Representative Director-President, Chief Executive Officer, Chief Operating Officer of Seven Arrows Project Representative Director-President, Chief Executive Officer (present position) 3,400 [Reasons for nomination as a candidate for Director] The Company nominated Mr. Yoshihisa Manabe as a candidate for Director because it judged that he has considerable business experience and knowledge related to engineering development and manufacturing, gained while working at the Company for many years, in addition to a personality appropriate for being a corporate manager of the Company. In December 2015, he assumed the office of Representative Director and has been engaged in the overall management of the Company. [Attendance at Board of Directors meetings during the 18th Fiscal Year] He attended 14 of the 14 Board of Directors meetings held this fiscal year. 4

6 Candidate 2 Koumei Sasano (September 10, 1953) Mar Apr Dec July 2014 July 2014 Oct Apr Dec June 2016 June 2016 Sept Joined Toa Engineering Co., Ltd. Executive Officer, General Manager of Sales Headquarters of the Company Director, Managing Executive Officer, General Manager of Sales Headquarters Director, Senior Managing Officer, General Manager of Sales Headquarters Director of Toa Create Co., Ltd Director-President of Toa Valve Overseas Pte. Ltd. Director, Senior Managing Officer, General Manager of Sales Headquarters and Reform Promotion Headquarters of the Company Director-Vice President, Executive Officer, General Manager of Sales Headquarters and Reform Promotion Headquarters Director-Vice President, Executive Officer, General Manager of Sales Headquarters and Reform Promotion Headquarters, In charge of Maintenance Headquarters Director of Toa Service Co., Ltd. Director-Vice President, Executive Officer, General Manager of Sales Headquarters, In charge of Maintenance Headquarters of the Company (present position) [Reasons for nomination as a candidate for Director] The Company nominated Mr. Koumei Sasano as a candidate for Director because it judged that he has considerable business experience and knowledge related to sales, gained while working at the Company for many years, in addition to a personality appropriate for being a corporate manager of the Company. [Attendance at Board of Directors meetings during the 18th Fiscal Year] He attended 14 of the 14 Board of Directors meetings held this fiscal year. 4,000 5

7 Candidate 3 Tadashi Ujino (December 20, 1954) Apr Oct Dec Apr Dec Dec Dec July 2014 Dec Dec June 2016 Dec Joined Toa Engineering Co., Ltd. Chief of Internal Audit Team of the Company Director, Chief of Internal Audit Team Director, Executive Officer, Chief of Internal Audit Team Full-time Company Auditor Director-President of Toa Service Co., Ltd. Director, Managing Executive Officer, General Manager of Maintenance Headquarters of the Company Director-President of Toa Create Co., Ltd. Director of Toa Service Co., Ltd. Director, Senior Managing Officer, General Manager of Maintenance Headquarters of the Company Director, Senior Managing Officer, In charge of Quality Assurance Headquarters and Internal Audit Team Director, Senior Managing Officer, In charge of Quality Assurance Headquarters (present position) 11,000 [Reasons for nomination as a candidate for Director] The Company nominated Mr. Tadashi Ujino as a candidate for Director because it judged that he has considerable business experience and knowledge related to auditing and maintenance, gained while working at the Company for many years, in addition to a personality appropriate for being a corporate manager of the Company. [Attendance at Board of Directors meetings during the 18th Fiscal Year] He attended 14 of the 14 Board of Directors meetings held this fiscal year. 6

8 Candidate 4 Kiyotaka Arimatsu (May 7, 1958) Mar Mar Joined Kitazawa Valve Co., Ltd. (now KITZ Corporation) Yokohama Branch Manager of Tokyo Office Apr General Manager of Business Planning Department, General Purpose Valve Division Apr Osaka Office Manager of Domestic Sales Division Feb General Manager of Business Promotion Department and Project Sales Department, Overseas Sales Division Apr General Manager of Planning Department, Valve Business Management Department Apr General Manager of Marketing Department, Valve Business Management Division Apr Deputy Manager of Product Management Center, Valve Business Management Division Dec Director of the Company (present position) Apr Counselor of Valve Business Management Division, KITZ Corporation Dec Director-President of Toa Valve Overseas Pte. Ltd. (present position) [Significant concurrent positions outside the Company] Director-President of Toa Valve Overseas Pte. Ltd. [Reasons for nomination as a candidate for Director] The Company nominated Mr. Kiyotaka Arimatsu as a candidate for Director because it judged that he will fully utilize his strengths as a leader of the further enhancement of the ability to develop businesses and of the promotion of global strategies by making use of his considerable experience and broad knowledge related to the valve industry gained while working for many years in said industry. [Attendance at Board of Directors meetings during the 18th Fiscal Year] He attended 10 of the 10 Board of Directors meetings held this fiscal year after he assumed the office of Director on December 22,

9 Candidate 5 Akihiko Iida (July 18, 1959) Apr Joined Toa Valve Co., Ltd. Dec General Manager of Accounting Department of the Company Nov Director of Toa Valve Overseas Pte. Ltd. (present position) Oct Deputy General Manager of Administrative Headquarters, General Manager of Accounting Department, Chief of Corporate Planning Team of the Company July 2012 Executive Officer, General Manager of Administrative Headquarters, Deputy General Manager of Seven Arrows Project Dec Director-President of Toa Service Co., Ltd. (present position) Dec Director, Managing Executive Officer, General Manager of Administrative Headquarters, Deputy General Manager of Seven Arrows Project of the Company June 2016 Director of Toa Create Co., Ltd. (present position) Sept Director, Managing Executive Officer, General Manager of Administrative Headquarters of the Company Dec Director, Managing Executive Officer, General Manager of Administrative Headquarters, In charge of Risk Management, General Manager of Internal Control (present position) [Significant concurrent positions outside the Company] Director-President of Toa Service Co., Ltd. Director of Toa Valve Overseas Pte. Ltd. Director of Toa Create Co., Ltd. [Reasons for nomination as a candidate for Director] The Company nominated Mr. Akihiko Iida as a candidate for Director because it judged that he has considerable business experience and knowledge related to administration, gained while working at the Company for many years, in addition to a personality appropriate for being a corporate manager of the Company. [Attendance at Board of Directors meetings during the 18th Fiscal Year] He attended 14 of the 14 Board of Directors meetings held this fiscal year. 1,600 8

10 Candidate 6 Masaaki Kakutani (January 15, 1959) Apr Joined Toa Engineering Co., Ltd. Oct General Manager of Valve Manufacturing Department of Valve Manufacturing Headquarters, Chief of General Safety and Health Team of the Company Apr Deputy General Manager of Valve Manufacturing Headquarters, General Manager of Valve Manufacturing Department, Chief of General Safety and Health Team July 2012 Executive Officer, General Manager of Steel Casting Headquarters and Deputy General Manager of Valve Manufacturing Headquarters Dec Executive Officer, General Manager of Valve Manufacturing Headquarters, In charge of Steel Casting Headquarters Dec Director of Toa Service Co., Ltd. (present position) Dec Director, Managing Executive Officer, General Manager of Valve Manufacturing Headquarters, In charge of Steel Casting Headquarters and General Safety and Health Team of the Company (present position) [Significant concurrent positions outside the Company] Director of Toa Service Co., Ltd. [Reasons for nomination as a candidate for Director] The Company nominated Mr. Masaaki Kakutani as a candidate for Director because it judged that he has a wealth of expertise and a diverse perspective based on his administration and supervision experience related to maintenance, valve manufacturing and steel casting, which are the core businesses, in addition to the qualities needed to contribute to the sustainable growth and increased corporate value over the medium to long term. [Attendance at Board of Directors meetings during the 18th Fiscal Year] He attended 14 of the 14 Board of Directors meetings held this fiscal year. 2,300 9

11 Candidate 7 Toshiyuki Miyake (October 13, 1959) [New election] Sept Joined Toa Engineering Co., Ltd. Apr General Manager of Maintenance Department, Maintenance Headquarters of the Company July 2012 Counselor, Deputy General Manager of Maintenance Headquarters, General Manager of Maintenance Department Dec Executive Officer, General Manager of Maintenance Headquarters, General Manager of Maintenance Department Dec Director of Toa Valve Overseas Pte. Ltd. Apr Executive Officer, General Manager of Maintenance Headquarters of the Company (present position) Dec Director of Toa Service Co., Ltd. (present position) [Significant concurrent positions outside the Company] Director of Toa Service Co., Ltd. [Reasons for nomination as a candidate for Director] The Company nominated Mr. Toshiyuki Miyake as a candidate for Director because it judged that he will make use of his considerable experience and broad knowledge related to maintenance, gained while working at the Company, in the management of the Company. 5,000 10

12 Candidate 8 Hajime Gotou (August 28, 1960) [New election] [Outside Director] Apr Joined Seika Corporation Apr General Manager of Power Plant Department, Sales 1 Division of Osaka Branch, Manager of Power Plant 1 Department Apr General Manager of Business Administration Department, Business Control Division Apr Acting General Manager of Business Control Division, General Manager of Business Administration Department, Business Control Division Apr Executive Officer, Acting General Manager of Business Control Division, General Manager of Business Administration Department, Business Control Division Apr Senior Executive Officer, General Manager of Corporate Planning Division Apr Senior Executive Officer, Deputy General Manager of Business Control Division, General Manager of Power Plant Region and Osaka Branch (present position) June 2017 Outside Director of TAKEMOTO AND COMPANY LIMITED (present position) [Significant concurrent positions outside the Company] Senior Executive Officer, Deputy General Manager of Business Control Division, General Manager of Power Plant Region and Osaka Branch of Seika Corporation Outside Director of TAKEMOTO AND COMPANY LIMITED [Reasons for nomination as a candidate for Outside Director] The Company nominated Mr. Hajime Gotou as a candidate for Outside Director because it judged that he will provide appropriate advice and opinions to the management making use of his considerable experience and broad knowledge related to the electric power business, gained while working in the machinery field at a general trading firm. [Matters related to significant concurrent positions] Mr. Hajime Gotou is the Senior Executive Officer, Deputy General Manager of Business Control Division, and General Manager of Power Plant Region and Osaka Branch of Seika Corporation. The Company has a business relationship with Seika Corporation. [Conclusion of a limited liability agreement] In the event that Mr. Hajime Gotou is elected as an Outside Director, the Company will enter into an agreement with him to limit his liability for damages as per Article 423, paragraph 1 of the Companies Act in accordance with Article 427, paragraph 1 of the Companies Act. The maximum liability amount for damages under said agreement shall be 1,000,000 or the minimum liability amount as per Article 425, paragraph 1 of the Companies Act, whichever is higher. 11

13 Proposal 3 Election of One Substitute Director Who Is an Audit and Supervisory Committee Member It is proposed that one Substitute Director who is an Audit and Supervisory Committee Member be elected to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee Members fall below the number required by laws and regulations. In addition, the validity of this election can be nullified by resolution of the Board of Directors if the consent of the Audit and Supervisory Committee has been obtained; provided, however, that the candidate has not yet assumed office. 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 as follows: Hiromi Suzuki (April 13, 1960) [Outside Director] [Independent Director] Jan Jan Apr Registered as Judicial Scrivener Joined Suzuki Judicial Scrivener Office Office Manager of Suzuki Judicial Scrivener Office (present position) [Significant concurrent positions outside the Company] Judicial Scrivener of Suzuki Judicial Scrivener Office (Office Manager) Outside Auditor of Tsutenkakukanko Co., Ltd. President of HYOGO Shiho-Shoshi Lawyer s Association shares owned [Reasons for nomination as a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member] Although he has never been directly involved in the management of a company except as an outside officer, the Company nominated Mr. Hiromi Suzuki as a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member because it judged that, in the event that he assumes the office of Outside Director who is an Audit and Supervisory Committee Member, he will make use of his expertise and experience as a judicial scrivener to benefit the supervision and audit system. [Conclusion of a limited liability agreement] In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member, the Company will enter into an agreement with him to limit his liability for damages as per Article 423, paragraph 1 of the Companies Act in accordance with Article 427, paragraph 1 of the Companies Act. The maximum liability amount for damages under said agreement shall be 1,000,000 or the minimum liability amount as per Article 425, paragraph 1 of the Companies Act, whichever is higher. [Candidate for Independent Director] In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member, the Company plans to submit notification to the Tokyo Stock Exchange concerning his appointment as an Independent Director as provided for by the aforementioned exchange. 12

14 Proposal 4 Determination of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members, and Outside Directors) for Allotment of Restricted Shares Thereto For the current amount of remuneration, etc. for the Directors (excluding Directors who are Audit and Supervisory Committee Members), approval was given at the 17th Ordinary General Meeting of Shareholders held on December 22, 2016, that the annual remuneration, etc. shall be no more than 200 million (of which, the portion of Outside Directors shall be no more than 20 million; and which, however excludes employee salaries of Directors who concurrently serve as employees). Now, with the aim of getting the Directors (excluding Directors who are Audit and Supervisory Committee Members, and Outside Directors; hereinafter Target Directors ) to share in the benefits and risks of share price fluctuations with shareholders and giving them more incentives to contribute to increasing the share price and enhancing corporate value, the Company requests your approval to allot common shares of the Company subject to provisions including those concerning the fixed Transfer Restriction Period (to be defined later) and those concerning justifiable reasons for the Company to acquire the shares without contribution (such shares are hereinafter Restricted Shares ) to Target Directors as discussed below. The Company plans to provide monetary remuneration claims as remuneration, etc. in the form of Restricted Shares to Target Directors, within the scope of the above amount of remuneration, etc. for Directors (excluding Directors who are Audit and Supervisory Committee Members) (no more than 200 million annually), based on a comprehensive consideration of various matters including the level of contribution by Target Directors to the Company. The allotment of Restricted Shares is to be determined based on a comprehensive consideration of various matters including the level of contribution by Target Directors to the Company, and the Company believes that the details of the allotment are appropriate. The Audit and Supervisory Committee had no matters to point out regarding this proposal. At present, the Company has five Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors). If Proposal 2 is approved, the Company will have seven Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors). Specifics about Restricted Shares to be allotted to the Target Directors and the maximum number of Restricted Shares to be allotted 1. Allotment of and payment for Restricted Shares In accordance with a resolution of the Board of Directors, the Company shall provide to the Target Directors monetary remuneration claims, not above the aforementioned annual amount, as remuneration in the form of Restricted Shares, and each Target Director shall receive the allotment of Restricted Shares by delivering all of the monetary remuneration claims in the form of property contributed in kind. The amount to be paid in for the Restricted Shares shall be based on the closing price of the common shares on the Tokyo Stock Exchange on the business day preceding the date of resolution of the Board of Directors concerning this issuance or disposal (if no trades are made on this day, the closing price on the most recent day of trading before that), and shall be determined by the Board of Directors to the extent that the amount will not be particularly advantageous for Target Directors subscribing the Restricted Shares. Furthermore, the aforementioned monetary remuneration claims shall be provided to the Target Directors on the condition that they have agreed to the above payment of property contributed in kind, and have concluded a Restricted Shares Allotment Agreement which includes the provisions stipulated in 3. below. 2. Total number of Restricted Shares The total number of Restricted Shares allotted to Target Directors of 20,000 shares shall be the maximum number of Restricted Shares allotted each fiscal year to Target Directors. 13

15 However, if, on or after the day on which this proposal is resolved, there is a split of the common shares (including an allotment without contribution of the common shares) or a share consolidation, or another similar event which makes it necessary to adjust the total number of Restricted Shares allotted, the total number of Restricted Shares may be rationally adjusted. 3. Provisions of the Restricted Shares Allotment Agreement In accordance with a resolution by the Board of Directors, the Restricted Shares Allotment Agreement to be concluded between the Company and Target Directors receiving an allotment of Restricted Shares in the allotment of Restricted Shares shall include the following provisions. (1) Definitions of Transfer Restrictions Target Directors who have received an allotment of Restricted Shares may not transfer, create a pledge, create a transfer security interest, make an inter-vivos gift, make a bequest or otherwise dispose of the Restricted Shares to a third party (such restrictions are hereinafter Transfer Restrictions ) during a period of 30 years (this set period is hereinafter the Transfer Restriction Period ). (2) Acquisition of Restricted Shares without contribution If a Target Director who has received an allotment of Restricted Shares retires from the position of Director of the Company before the Transfer Restriction Period expires, the Restricted Shares allotted to the Target Director concerned (the Allotted Shares ) shall automatically be acquired by the Company without contribution, unless there is a reason the Board of Directors deems the retirement justifiable. If there are any Allotted Shares for which the Transfer Restrictions have not been lifted in accordance with the provisions on reasons for the lifting of the Transfer Restrictions as discussed in (3) below at the time that the Transfer Restriction Period discussed in (1) above has expired, the Company shall automatically acquire these Allotted Shares without contribution. (3) Lifting of the Transfer Restrictions The Company shall lift the Transfer Restrictions of all Allotted Shares upon expiration of the Transfer Restriction Period on the condition that the Target Director who has received an allotment of Restricted Shares has remained in the position of Director of the Company throughout the Transfer Restriction Period. If, however, the Target Director has retired from the position of Director of the Company before expiration of the Transfer Restriction Period for a reason the Board of Directors deems justifiable, the Company shall make reasonable adjustments to the number of the Allotted Shares for which the Transfer Restrictions are to be lifted and the schedule to lift the Transfer Restrictions as necessary. (4) Treatment during reorganization, etc. If, during the Transfer Restriction Period, matters relating to a merger agreement in which the Company is the dissolving company, a share exchange agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, or some other reorganization, etc., are approved at the General Meeting of Shareholders (or at a meeting of the Board of Directors in the case where the approval at the General Meeting of Shareholders is not required in relation to the applicable reorganization, etc.), the Company shall lift the Transfer Restrictions for the number of Allotted Shares determined rationally based on the period from the Transfer Restriction Period start date until the date on which the reorganization, etc., is approved, in advance of the date on which the reorganization, etc., enters into effect, by resolution of the Board of Directors. In this event, the Company shall automatically acquire without contribution the Allotted Shares for which the Transfer Restrictions have not been lifted at the time immediately following the lifting of the Transfer Restrictions based on the above stipulation. 14