[テキストを入力してください](Securities Code: 4293)
December 1, 2015

Dear Shareholder
Koki Sato,
President and Representative Director
SEPTENI HOLDINGS CO., LTD.
17-1 Nishishinjuku 8-chome, Shinjuku-ku,Tokyo, JapanCONVOCATION NOTICE FOR THE 25TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS
Thank you very much for your ongoing support.
You are hereby notified that the Company’s 25th Regular General Meeting of Shareholders will be held as follows,
and you are cordially invited to attend the Meeting.
In the event that you are unable to attend the meeting, you may exercise your voting rights in writing. After reviewing
the Reference Documents for the General Meeting of Shareholders that you will find below, please indicate yourapproval or disapproval of the proposals on the enclosed Voting Rights Exercise Form and return it to the Company
so that it is received by 6:00 p.m. on Thursday, December 17, 2015.

1. Date and Time:
2. Place:

3. Meeting Agenda
Matters to bereported:

Friday, December 18, 2015 at 10:00 a.m.
The Company’s Conference Room
Floor 27, Sumitomo Fudosan Shinjuku Grand Tower
17-1 Nishishinjuku 8-chome, Shinjuku-ku, Tokyo, Japan

1. The Business Report and Consolidated Financial Statements for the Company’s 25thFiscal Year (from October 1, 2014 to September 30, 2015) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board of Auditors
2. Non-Consolidated Financial Statements for the Company’s 25th Fiscal Year (October 1,2014 to September 30, 2015)

Proposals to beresolved
Proposal No. 1:

Election of Eight (8) Directors

Proposal No. 2:

Election of Two (2) Auditors

This document has been translated from 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.
SEPTENI HOLDINGS CO., LTD. assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translation.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal No. 1: Election of Eight (8) Directors
At the close of this General Meeting of Shareholders, all seven directors will retire due to the expiration of theirrespective terms of office. The Company hereby proposes that one outside director be added to strengthen its
corporate governance and that eight directors, including two external directors, be elected.
The candidates are as follows:
CandidateNo.

Name(Date of Birth)

Profile, Position and Duties at the Company andImportant Positions Held at Other Companies
Apr. 1997
Jul. 2001

1

Koki Sato(March 11, 1975)

Oct. 2003
Dec. 2004
Oct. 2007
Dec. 2009

Joined the Company
Director and General Manager of InternetOperations
Managing Director and CMO
Senior Managing Director and COO
Senior Managing Director
President and Representative Director(current position)

Number of theCompany’s Shares Held

98,000(Important Positions Held at Other Companies)
President and Representative Director, SEPTENI CO., LTD.
Sep. 1998
Nov. 2003
234Isamu Ueno
(June 1, 1968)

Kazumi Shimizu

Dec. 2004
Dec. 2005
Dec. 2009
Oct. 2004
Dec. 2005(August 8, 1963)

Dec. 2009

Tadahiro Matsuda

Apr. 1998
Oct. 2004
Jul. 2005
Dec. 2005
Aug. 2009(May 7, 1973)

Joined the Company
Officer and Manager of Personnel andAdministration
Director and Manager of Personnel andAdministration
Managing Director
Senior Managing Director (current position)
Joined the Company
Director and Manager of Business
Management
Managing Director (current position)
Joined the Company
Head of the Osaka Branch
General Manager of Media
Director (current position)
President and Representative Director,
SEPTENI CROSSGATE CO., LTD.

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CandidateNo.

Name(Date of Birth)

Profile, Position and Duties at the Company andImportant Positions Held at Other Companies
Apr. 2001
Oct. 2006

5

Shintaro Karaki(June 1, 1978)

Jan. 2010
Dec. 2012

Apr. 1998
Dec. 2009
Dec. 2011
Oct. 2013
6

Kana Setoguchi

Dec. 2013(August 23, 1975)
Apr. 2014

Joined the Company
President and Representative Director,
SEPTENI CROSSGATE CO., LTD.
Manager of Management Planning Dept.
Director and Manager of Management
Planning Dept. (current position)
Joined the Company
Director, SEPTENI CO., LTD.
Managing Director, SEPTENI CO., LTD.
(current position)
Manager of Global Business Promotion
Dept.
Director and Manager of Global Business
Promotion Dept.
Director (current position)

Number of theCompany’s Shares Held

8,100

89,800(Important Positions Held at Other Companies)
Managing Director, SEPTENI CO., LTD.
Apr. 2001
Apr. 2003

7

Tatsuya Kimura

Apr. 2006(November 24, 1958)

Dec. 2006
Apr. 2007
Dec. 2014
Apr. 1989
Jan. 2001
Mar. 2002
Jul. 2005
Jun. 2007
Jun. 2014

8(New)

Etsuko Okajima(May 16, 1966)

Jun. 2014
Nov. 2015

Associate Professor, Nihon University
Graduate School of Business
Associate Professor, Waseda University
Graduate School of Asia-Pacific Studies
Professor, Waseda University Graduate
School of Asia-Pacific Studies
Auditor
Professor, Waseda University Graduate
School of Commerce (current position)
External Director (current position)
Joined Mitsubishi Corporation
Joined McKinsey & Company Incorporated
Japan
Joined Globis Management Bank, Inc.
President, Globis Management Bank, Inc.
CEO, ProNova Inc. (current position)
Outside Director, Astellas Pharma Inc.
(current position)
External Director, MARUI GROUP Co., Ltd.
(current position)
Outside Director, Lancers, inc. (currentposition)

NoneNone(Important Positions Held at Other Companies)
CEO, ProNova Inc.
Outside Director, Astellas Pharma Inc.
External Director, MARUI GROUP Co., Ltd.
Outside Director, Lancers, Inc.
(Notes)1. The name of Ms. Etsuko Okajima in the family register is Etsuko Mino.
2. Mr. Tatsuya Kimura and Ms. Etsuko Okajima are candidates for external directors.
3. Ms. Etsuko Okajima is the CEO of ProNova Inc., which has concluded a service contract agreement with SEPTENI CO., LTD., asubsidiary of the Company, for support in the development of female business executives.
4. Apart from what is mentioned in 3. above, there are no other special relationships between the Company and each of the candidates.

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5. Mr. Tatsuya Kimura was elected as an external director of the Company in December 2014. He will have served as such for one
year at the close of the General Meeting of Shareholders. He was named as a candidate because he is very familiar with the field ofcorporate management and because he, as an external director, has provided useful advice on all aspects of the businessadministration of the SEPTENI Group on the basis of his extensive knowledge and considerable insight. He has never been
involved in corporate management other than by serving as an external officer. For the reasons mentioned above, he is deemedcapable of properly carrying out the duties of an external director of the Company.
6. Ms. Etsuko Okajima was named as a candidate because she has an abundance of experience and knowledge of corporate
management as well as extensive insight, such that she is deemed capable of properly fulfilling the duties of an external director
from an independent and objective position.
7. If the proposed election of Mr. Tatsuya Kimura and Ms. Etsuko Okajima is approved at the General Meeting of Shareholders, theyand the Company will enter into liability limitation agreements according to which their liability under paragraph (1) of Article 423of the Companies Act will not exceed either five million yen or the Minimum Liability Amount stipulated in paragraph (1) ofArticle 425 of the same Act, whichever is higher.
8. The Company has designated Mr. Tatsuya Kimura as an independent officer in accordance with the rules of the Tokyo Stock
Exchange, Inc. and has submitted a notice of designation to the Tokyo Stock Exchange.

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Proposal No. 2: Election of Two (2) Auditors
At the close of this General Meeting of Shareholders, Messrs. Katsuhisa Yanagi and Reiji Otaki will retire asauditors due to the expiration of their respective terms of office. The Company hereby proposes the election oftwo auditors. This proposal has been approved by the Board of Auditors.
The candidates for auditors are as follows.
CandidateNo.

Name(Date of Birth)

Profile, Position and Duties at the Company andImportant Positions Held at Other Companies
Apr. 1963

1Katsuhisa Yanagi(Nov. 22, 1940)

Jun. 2000
Dec. 2002
Dec. 2005
Oct. 1993
Apr. 1997
Aug. 2000
Aug. 2003
Nov. 2007
Dec. 2008

2(New)

Mamoru Furushima(Feb. 16, 1970)

Jan. 2009
Apr. 2015
Jun. 2015

Joined Saitama Bank, Ltd. (now Resona Bank,Limited)
Internal Auditor of Asahi Card Co., Ltd. (nowResona Card Co., Ltd.)
AuditorInternal Auditor (current position)
Joined Chuo Audit Corporation
Registered as a certified public accountant
Joined the Fuji Accounting OfficeJoined PwC Advisory Co., Ltd.
Joined the Legal Training and ResearchInstitute of Japan under the Supreme Court ofJapan
Registered as a member of the Tokyo BarAssociation
Joined Okuno & Partners
Representative of Furushima Law &Accounting Office (current position)
Outside Director (audit and supervisorymember) of Nippon Chemical Industrial Co.,
Ltd. (current position)

Number of theCompany’s Shares Held

13,700None(Important Positions Held at Other Companies)
Representative of Furushima Law & Accounting OfficeOutside Director (audit and supervisory member) of Nippon
Chemical Industrial Co., Ltd.
(Notes)1. There are no special relationships between the Company and either of the candidates.
2. Messrs. Katsuhisa Yanagi and Mamoru Furushima are candidates for external auditors.
3. Mr. Katsuhisa Yanagi was elected as an external auditor for the Company in December 2002. He will have served as such for 13years at the close of the General Meeting of Shareholders. During this period, he provided useful advice from a broad perspective
based on his vast experience in financial institutions and other areas and his extensive insight, and carried out audits from anindependent position. He was named as a candidate in the hope that he will continue to fulfill these duties as an auditor.
4. Mr. Mamoru Furushima was named as a candidate because he has extensive experience and specialist knowledge as a lawyer and acertified public accountant and in-depth knowledge of corporate legal affairs and auditing, and he is therefore deemed capable ofproperly fulfilling the duties of an external auditor. Although he has never been involved in corporate management other than byserving as an external officer, for the reasons mentioned above, he is deemed to have the capacity to properly carry out the duties ofan external auditor for the Company.
5. If the proposed election of Messrs. Katsuhisa Yanagi and Mamoru Furushima is approved at the General Meeting of Shareholders,
they and the Company will enter into liability limitation agreements according to which their liability under paragraph (1) of Article
423 of the Companies Act will not exceed either five million yen or the Minimum Liability Amount stipulated in paragraph (1) ofArticle 425 of the same Act, whichever is higher.

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