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Limited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.

(Incorporated in Japan with limited liability)(Stock Code: 1245)

POLL RESULTS OF THE ANNUAL GENERAL MEETINGHELD ON 27 JUNE 2019,APPOINTMENTS OF EXECUTIVE DIRECTORSAND
INDEPENDENT NON-EXECUTIVE DIRECTORAt the annual general meeting (the “AGM”) of 株式会社ニラク▪ジー▪シー▪ホールディングス
NIRAKU GC HOLDINGS, INC.* (the “Company”) held on 27 June 2019, voting on all theproposed resolutions as set out in the notice of the AGM dated 5 June 2019 was takenby poll.
I.

POLL RESULTS OF THE AGM
As at the date of the AGM, the total number of issued shares of the Company was
1,195,850,460 shares, which was the total number of shares entitling the holders toattend and vote for or against the resolutions proposed at the AGM. There were noshares entitling the shareholders of the Company (the “Shareholders”) to attend
but abstain from voting in favour of any resolutions proposed at the AGM as set out
in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”), and there were noShareholders required to abstain from voting at the AGM pursuant to the Listing
Rules. None of the Shareholders have stated their intention in the circular of theCompany dated 5 June 2019 (the “Circular”) to vote against or to abstain fromvoting on any of the resolutions proposed at the AGM.
The Company’s Hong Kong share registrar, Computershare Hong Kong Investor
Services Limited, was appointed as the scrutineer at the AGM for the purpose ofvote-taking.

–1–The poll results in respect of the respective resolutions proposed at the AGM wereas follows:
ORDINARY RESOLUTIONS

For
1.
To re-elect Mr. Hisanori TANIGUCHI (formerly 779,417,866
known as Mr. JEONG Seonggi) as executive (99.81%)
director of the Company
2.
To re-elect Mr. Hiroshi BANNAI as non- 779,878,659
executive director of the Company(99.87%)3.
T o r e - e l e c t M r . H i r o a k i M O R I T A a s 780,515,133
independent non-executive director/external (99.95%)
director* (社外取締役) of the Company
4.
T o r e - e l e c t M r . M i c h i o M I N A K A T A a s 780,054,340
independent non-executive director/external (99.89%)
director* (社外取締役) of the Company
5.
T o r e - e l e c t M r . Y o s h i h i r o K O I Z U M I a s 780,054,340
independent non-executive director/external (99.89%)
director* (社外取締役) of the Company
6.
To elect Mr. Akinori OHISHI as executive 780,151,721
director of the Company(99.90%)
7.
T o e l e c t M r . M a s a t a k a W A T A N A B E a s 780,151,721
executive director of the Company(99.90%)8.
T o e l e c t M r . K u r a j i K U T S U W A T A a s 780,840,920
independent non-executive director/external (99.99%)
director * (社外取締役) of the Company
9.
To re-appoint PricewaterhouseCoopers 780,896,733
Aarata LLC as the accounting auditor of the (100.00%)
Company pursuant to the Companies Act* (会社法) of Japan
10. To re-appoint PricewaterhouseCoopers as 780,896,733
the auditor of the Company under the Rules (100.00%)
Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited
11A. To grant a general mandate to the board of 772,716,273
directors of the Company (the “Board”) to (98.95%)
allot, issue and deal with additional shares
not exceeding 20% of the total number ofshares issued by the Company as at the dateof passing this resolution–2–

No. of Votes (%)
AgainstAbstained
1,478,867–(0.19%)(–%)
1,018,074(0.13%)
381,600(0.05%)

–(–%)
–(–%)

842,393(0.11%)–(–%)

842,393(0.11%)–(–%)

745,012(0.10%)
745,012(0.10%)
55,813(0.01%)

–(–%)
–(–%)
–(–%)

–(–%)

–(–%)

–
(–%)

–
(–%)

7,817,048(1.00%)

363,412(0.05%)

ORDINARY RESOLUTIONS

For
11B. To grant a general mandate to the Board to 780,533,321
repurchase shares in the capital of the (99.95%)
Company not exceeding 10% of the total
number of shares issued by the Company asat the date of passing this resolution11C. To extend, conditional upon the above 772,716,273
resolutions 11A and 11B being duly passed, (98.95%)
the general mandate to allot shares by adding
the aggregate number of repurchased sharesto the 20% general mandate

No. of Votes (%)
AgainstAbstained–363,412(–%)(0.05%)

8,180,460(1.05%)–(–%)

As more than 50% of votes were cast in favour of each of the resolutions, all of theabove ordinary resolutions were approved and passed by the Shareholders.
II. APPOINTMENTS OF EXECUTIVE DIRECTORS AND INDEPENDENT NONEXECUTIVE DIRECTORThe Board announces that Mr. Akinori OHISHI (“Mr. Ohishi”) and Mr. Masataka
WATANABE (“Mr. Watanabe”) have been appointed as executive directors of theCompany; and Mr. Kuraji KUTSUWATA (“Mr. Kutsuwata”) has been appointed as
independent non-executive director of the Company, with effect from 27 June 2019
upon conclusion of the AGM.
The biographical details of Mr. Ohishi, Mr. Watanabe and Mr. Kutsuwata have been
disclosed in the Circular. As at date of this announcement, there has been nochange of such information.
Save as disclosed in this announcement and the Circular, the Board is not aware of
any other matter in relation to the appointments of Mr. Ohishi and Mr. Watanabe as
executive directors of the Company, and Mr. Kutsuwata as an independent nonexecutive director of the Company which is required to be disclosed pursuant toRule 13.51(2) of the Listing Rules and any other matter that needs to be brought tothe attention of the shareholders of the Company.
On behalf of the Board of
株式会社ニラク▪ジー▪シー▪ホールディングス
NIRAKU GC HOLDINGS, INC.*
Hisanori TANIGUCHI(formerly known as JEONG Seonggi)
Chairman, Executive Director and Chief Executive OfficerFukushima, Japan, 27 June 2019–3–As at the date of this announcement, the executive directors of the Company areHisanori TANIGUCHI (formerly known as JEONG Seonggi), Akinori OHISHI andMasataka WATANABE; the non-executive director of the Company is Hiroshi BANNAI;
and the independent non-executive directors of the Company are Hiroaki MORITA,Michio MINAKATA, Yoshihiro KOIZUMI and Kuraji KUTSUWATA.

*For identification purpose only–4–