General Meeting of Members of Association

1. 1.As the final decision-making organ of an ESOA, the General Meeting of Members of Association decides on matters related to ① the establishment and amendment of the Articles of Association, ② the establishment of an ESOA fund, ③ budgeting and closing, and ④ the appointment of representatives and directors, ⑤ and other important matters.
2. 2.An ESOA may establish a Board of Representatives, but matters regarding the establishment and amendment of the Articles of Association must be put to the vote by the General Meeting of Members of Association.
3. 3.The General Meeting of Members of Association (or a Board of Representative Meeting) must be held at least once a year, and if a fifth of ESOA members (or representatives) demand for the convocation of a General Meeting for a specific purpose, the Meeting must be opened within 3 weeks after the demand is made.
4. 4.Ordinary General Meetings of Members of Association must be held within 3 months after the closing of the fiscal year, considering management performance reports.

Representative

1. 1.The representative of an ESOA has the status of a director and is appointed by the General Meeting.
2. 2.The representative represents the ESOA within and outside of the Association and convokes and chairs the General Meeting of Members of Association and the Board Meetings.

Board of Directors

1. 1.The organ that makes decisions on matters that the General Meeting of Members of Association does not decide.
2. 2.Each director assists the Association’s representative and has the right to vote and state an opinion on matters that are put to the vote by the Board of Directors.

Auditor

1. 1.The auditor audits the financial matters of the ESOA and the execution of duty of directors, and in case the auditor identifies any fraudulent acts, he/she needs to demand for corrective actions and report such acts to the General Meeting of Members of Association or the supervisory office.
2. 2.The auditor may convoke a General Meeting of Members of Association to report to the General Meeting of the matters described above.

• An ESOA must manage the accounts of the Association and those of ESOA members separately, and the ESOA account must be maintained for the purpose of the members’ ESOP share acquisition and allotment.
• Matters related to the budgeting and closing of an ESOA are determined by the General Meeting of Members of Association (or the Board of Representative Meeting).
• An ESOA must create and keep ① a list of all ESOA members, ② the Articles of Association, ③ an account book and related documents, and ④ a ledger recording the acquisition and management of stocks of the ESOA and its members and related documents. Such materials must be preserved for 10 years.
• The ledger recording the acquisition, allotment, and management of stocks and funds is used as evidential material for applying for tax benefits.