Announcement on Proposals to be Resolved at the 64th Annual General Meeting of Shareholders and Granting Stock Options (Share Acquisition Rights)

TSE, 1st section, NSE, 1st section

Contact:

Motonari Watanabe

Senior Executive Officer,

Corporate Management, CFO

Phone:+81-52-935-1646

Announcement on

Proposals to be Resolved at the 64th Annual General Meeting of Shareholders

and Granting Stock Options (Share Acquisition Rights) to Domestic Subsidiaries' Directors and

Overseas Subsidiaries' Directors, etc.

Menicon Co, Ltd. (hereinafter, the "Company") hereby announces that at the meeting of the board of directors held on May 13, 2021, a resolution was passed on the proposals to be resolved at the 63rd annual general meeting of shareholders to be held June 24, 2021.

With regard to the election of directors, the new directors shall be scheduled to officially assume their positions after receiving approval at the 64th annual general meeting of shareholders to be held on June 24, 2021.

1. Proposals to be resolved at the annual general meeting of shareholders Proposal No. 1: Election of Ten (10) Directors
   Proposal No. 2: Granting Stock Options to Domestic Subsidiaries' Directors
   Proposal No. 3: Granting Stock Options to Overseas Subsidiaries' Directors, etc.
2. Election of Ten (10) Directors (as of June 24, 2021)

The terms of office for nine (9) directors will expire at the conclusion of this general meeting of shareholders. Accordingly, the Company requests the election of the following ten (10) directors.

3. Granting Stock Options to Domestic Subsidiaries' Directors

The Company requests approval for share acquisition rights to be issued to domestic subsidiaries' directors (excluding those serving concurrently as executive officers or employees of the Company) gratis as stock options as outlined below, based on the provisions of Article 236, Article 238, and Article 239 of the Companies Act, and

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for the authority to determine the guidelines for subscription to these stock acquisition rights to be delegated to the board of directors.

1. Reason for issuing share acquisition rights with particularly favorable conditions
   The Company has decided to issue stock options (share acquisition rights) to domestic subsidiaries' directors (excluding those serving concurrently as executive officers or employees of the Company) as outlined below, with the goal of further enhancing incentive and motivation to contribute to sustained improvement in business performance of the Company Group, as well as further promoting management that aims to enhance corporate value.
2. Outline for issuing share acquisition rights
3. 1. Recipients of share acquisition rights
      Domestic subsidiaries' directors (excluding those serving concurrently as executive officers or employees of the Company)
   2. Class and number of shares for the purpose of share acquisition rights
      The shares shall be common shares of the Company, with an upper limit of 10,000 shares. However, if the number of granted shares is to be adjusted as described below, the number of shares will be adjusted to equal the number of granted shares after adjustment multiplied by the total number of share acquisition rights.
      The number of shares for the purpose of one unit of share acquisition rights (hereinafter, the "Number of Granted Shares") shall be 100 common shares of the Company. In the event that the Company performs a stock split (including the gratis allotment of common shares of the Company. The same applies below.) or stock consolidation after the date on which the share acquisition rights are allocated (hereinafter, the "Allocation Date"), the Number of Granted Shares shall be adjusted by the following formula. This adjustment shall be applied to the Number of Granted Shares for share acquisition rights which will have not yet been exercised at the relevant point of time, and any fractions less than one share resulting from the adjustment shall be rounded down.

If a situation arises in addition to the above in which the Number of Granted Shares requires adjustment, the Number of Granted Shares shall be adjusted to an extent considered reasonable.

1. Total number of share acquisition rights
   The total number shall be limited to 100 units.
2. Cash payment for share acquisition rights
   No cash payment shall be required for stock acquisition rights as the guidelines for subscription thereof may be determined pursuant to authority delegated by this general meeting of shareholders.
3. Value of property contributed upon the exercise of share acquisition rights
   The amount of payment per share granted through the exercise of share acquisition rights (hereinafter, the "Exercise Value") shall be 1 yen. The value of property to be contributed upon the exercise of each share subscription right shall be the amount obtained by multiplying 1 yen by the Number of Granted Shares.
4. Exercise period of share acquisition rights
   Share acquisition rights are exercisable for a period of 30 years from the day after the Allocation Date. (hereinafter, the "Exercise Period")
   However, if the final day of the Exercise Period falls on a holiday of the Company, the previous business day before the said day shall be considered the final day.
5. Conditions required to exercise share acquisition rights

a． Even if within the Exercise Period, the recipients of share acquisition rights (hereinafter, the

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"Holders of Share Acquisition Rights") may only exercise their share acquisition rights on a lump- sum basis within a limited period of 10 days (if the 10th day falls on a holiday, then the next business day) from the day following the date on which they left their position as subsidiaries' director.

b． Share acquisition rights shall not be inherited.

c． Partial exercise of one unit of a share acquisition right is not allowed.

1. Increase in capital stock and legal capital surplus through the issuance of shares upon exercise of share acquisition rights
   a． The increased amount of capital stock through the issuance of shares upon exercise of share acquisition rights shall be 50% of the maximum amount of capital increase, etc., calculated in accordance with Article 17, Paragraph 1 of the Rules of Corporate Accounting, and any fractional amount of less than 1 yen resulting from this calculation shall be rounded up.
   b． The increased amount of legal capital surplus through the issuance of shares upon the exercise of share acquisition rights shall be the maximum amount of capital increase, etc., mentioned in a. above minus the increased amount of capital prescribed in a. above.
2. Restriction on acquisition of share acquisition rights by transfer
   The acquisition of share acquisition rights by transfer is subject to approval by the board of directors.
3. Events and conditions for acquisition of share acquisition rights
   In the event that a proposal for the approval of a merger agreement whereby the Company is to be dissolved, a proposal for the approval of an absorption-type company split agreement or an incorporation-type company split plan whereby the Company is to become a splitting company, or a proposal for the approval of a share exchange agreement or share transfer plan whereby the Company is to become a wholly owned subsidiary is approved at a general meeting of shareholders (or resolved by the board of directors should no resolution at a general meeting of shareholders be required), the Company may acquire the share acquisition rights gratis on a date separately determined by the board of directors.
4. Treatment of share acquisition rights in the event of structural reorganization

If the Company is to engage in a merger (limited to cases where the Company is to be dissolved as a result of the merger), an absorption-type company split or a incorporation-type company split (each limited to cases where the Company is to become a splitting company as a result), or a share exchange or share transfer (each limited to cases where the Company is to become a wholly-owned subsidiary as a result); (hereinafter referred to collectively as "Structural Reorganizations"), share acquisition rights in the new entity specified under Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies Act (hereinafter, the "Reorganized Company") are to be issued to Holders of Share Acquisition Rights who hold share acquisition rights that remain in effect immediately before the effective date of the Structural Reorganizations (the date on which absorption-type merger comes into effect; the date on which a new entity is established as a result of incorporation-type merger; the date on which absorption-type company split comes into effect; the date on which a new entity is established as a result of incorporation-type company split; the date on which share exchange comes into effect; and the date on which an owning parent company is established as a result of share transfer; The same applies below.) (hereinafter, the "Remaining Share Acquisition Rights"). In this case, the Remaining Share Acquisition Rights shall lapse and the Reorganized Company shall issue new share acquisition rights. However, the foregoing shall be limited to cases where it is indicated in an absorption-type merger agreement, incorporation-type merger agreement, absorption-type company split agreement, incorporation-type company split plan, share exchange agreement, or share transfer plan that share acquisition rights of the Reorganized Company are to be provided in accordance with the following conditions.

a． Number of share acquisition rights of the Reorganized Company to be provided

Holders of Share Acquisition Rights are to be provided the same number of share acquisition

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rights of the Reorganized Company as their Remaining Share Acquisition Rights. b． Class of shares of the Reorganized Company for the purpose of share acquisition rights

These shares shall be common shares of the Reorganized Company.

c． Number of shares of the Reorganized Company for the purpose of share acquisition rights The number of shares shall be determined in consideration of the conditions, etc., of the Structural Reorganizations in accordance with 2) above.

d． The method for calculating the value of property contributed upon the exercise of share acquisition rights

The value of property to be contributed upon the exercise of each share acquisition right shall be the amount obtained by multiplying the amount of payment after restructuring by the number of shares of the Reorganized Company to be issued for the purpose of the share acquisition right as determined in accordance with c. above. The amount of payment after restructuring shall be 1 yen per share of the Reorganized Company to be provided upon the exercise of each share acquisition right.

e． Effective period of share acquisition rights

Share acquisition rights are exercisable over a period that begins on either the first day of the Exercise Period specified in 6) above or the effective date of the Structural Reorganization, whichever is later, and ends on the last day of the same Exercise Period specified in 6) above.

f． Conditions for the exercise of share acquisition rights To be determined in accordance with 7) above.

g． Increase in capital stock and legal capital surplus from the issuance of shares due to the exercise of share acquisition rights

To be determined in accordance with 8) above.

h． Restriction on acquisition of share acquisition rights by transfer

The acquisition of share acquisition rights by transfer is subject to approval by the board of directors of the Reorganized Company.

i． Events and conditions for acquisition of share acquisition rights To be determined in accordance with 10) above.

1. Treatment of fractions of shares resulting from the exercise of share acquisition rights
   If the exercise of share acquisition rights results in a fractional share of less than one share, that fractional portion shall be rounded down.

4. Granting Stock Options to Overseas Subsidiaries' Directors, etc.

The Company requests approval for share acquisition rights to be issued to overseas subsidiaries' directors, etc. (excluding those serving concurrently as executive officers or employees of the Company) gratis as stock options as outlined below, based on the provisions of Article 236, Article 238, and Article 239 of the Companies Act, and for the authority to determine the guidelines for subscription to these stock acquisition rights to be delegated to the board of directors.

1. Reason for issuing share acquisition rights with particularly favorable conditions
   The Company has decided to issue stock options (share acquisition rights) to overseas subsidiaries' directors, etc. (excluding those serving concurrently as executive officers or employees of the Company) as outlined below, with the goal of further enhancing incentive and motivation to contribute to sustained improvement in overseas sales of the Company Group, as well as further promoting management that aims to enhance corporate value.
2. Outline for issuing share acquisition rights
3. 1. Recipients of share acquisition rights
      Overseas subsidiaries' directors, etc. (excluding those serving concurrently as executive officers or employees of the Company)

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1. Class and number of shares for the purpose of share acquisition rights
   The shares shall be common shares of the Company, with an upper limit of 10,000 shares. However, if the number of granted shares is to be adjusted as described below, the number of shares will be adjusted to equal the number of granted shares after adjustment multiplied by the total number of share acquisition rights.
   The number of shares for the purpose of one unit of share acquisition rights (hereinafter, the "Number of Granted Shares") shall be 100 common shares of the Company. In the event that the Company performs a stock split (including the gratis allotment of common shares of the Company. The same applies below.) or stock consolidation after the date on which the share acquisition rights are allocated (hereinafter, the "Allocation Date"), the Number of Granted Shares shall be adjusted by the following formula. This adjustment shall be applied to the Number of Granted Shares for share acquisition rights which will have not yet been exercised at the relevant point of time, and any fractions less than one share resulting from the adjustment shall be rounded down.

If a situation arises in addition to the above in which the Number of Granted Shares requires adjustment after the Allocation Date, due to the Company's merger, company split, share exchange, share transfer and other structural reorganizations, or in any other event equivalent thereto requiring the Number of Granted Shares to be adjusted, the Number of Granted Shares shall be adjusted to an extent considered reasonable.

1. Total number of share acquisition rights
   The total number shall be limited to 100 units.
2. Cash payment for share acquisition rights
   No cash payment shall be required for stock acquisition rights as the guidelines for subscription thereof may be determined pursuant to authority delegated by this general meeting of shareholders.
3. Value of property contributed upon the exercise of share acquisition rights
   The amount of payment per share granted through the exercise of share acquisition rights (hereinafter, the "Exercise Value") shall be 1 yen. The value of property to be contributed upon the exercise of each share subscription right shall be the amount obtained by multiplying 1 yen by the Number of Granted Shares.
4. Exercise period of share acquisition rights
   Share acquisition rights are exercisable from March 31, 2023 to March 30, 2053. (hereinafter, the "Exercise Period")
   However, if the final day of the Exercise Period falls on a holiday of the Company, the previous business day before the said day shall be considered the final day.
5. Conditions required to exercise share acquisition rights

a． The recipients of share acquisition rights (hereinafter, the "Holders of Share Acquisition

Rights") shall continually hold the position of a director, etc. or an employee of the Company's subsidiary (the subsidiary company as provided under Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms, and Preparation Methods of Financial Statements, etc.; The same applies below.) from the Allocation Date until the first day of the Exercise Period.

b． Even if within the Exercise Period, the Holders of Share Acquisition Rights may only exercise their share acquisition rights on a lump-sum basis within 30 days (if the 30th day falls on a holiday, then the next business day) from the date when one year has passed from

1. the date when they left their position due to the expiration of the term of office if they were
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