Note: This document has been translated from a part of 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. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.
(Stock Exchange Code: 2170)
March 5, 2020
To Shareholders with Voting Rights:
Ozasa Yoshihisa
Chairman and
Representative Director
Link and Motivation Inc.
Ginza Six,
6-10-1 Ginza,
Chuo-ku, Tokyo,
Japan

NOTICE OF
THE 20TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 20th Ordinary General Meeting of Shareholders of Link
and Motivation Inc. (the “Company”) to be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing bysubmitting the Voting Rights Exercise Form. If exercising your voting rights in writing, please
review the attached Reference Documents for the Ordinary General Meeting of Shareholders,
indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Formand return it so that it is received by 6:00 p.m. on Thursday, March 26, 2020, Japan time.
1. Date and Time:

2. Place:

Friday, March 27, 2020 at 10:30 a.m. Japan time
※ The reception desk will open at 10:00 a.m. (Starting time isdifferent from last year, so please be sure not to make a mistake.)
8th Floor Hall, Tokyo Shoken Kaikan
1-5-8 Nihonbashi Kayabacho, Chuo-ku, Tokyo, Japan(This is different from the previous location. Please refer to the“Access Map for the Place of the Ordinary General Meeting of
Shareholders” at the end of this document.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 20th Fiscal Year (January 1, 2019 - December 31,2019) and results of audits by the Accounting Auditor and the
Audit & Supervisory Board of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 20th
Fiscal Year (January 1, 2019 - December 31, 2019)
Proposal to be resolved:
Proposal:
Election of Eight (8) Directors

1◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Among the documents to be provided with this Notice of Ordinary General Meeting of
Shareholders, “Notes to Consolidated Financial Statements” within the Consolidated Financial
Statements and “Notes to Non-consolidated Financial Statements” within the Non-consolidated
Financial Statements are not listed in this Notice of Ordinary General Meeting of Shareholders
as they will be posted on the Company’s website (https://www.lmi.ne.jp/english) in accordancewith laws and regulations as well as Article 12 of the Company’s Articles of Association.
Accordingly, attached documents of the Notice of Ordinary General Meeting of Shareholders arepart of the Consolidated Financial Statements and the Non-consolidated Financial Statements
audited by the Accounting Auditor in the preparation of the financial audit report and by the
Audit & Supervisory Board Members in the preparation of the audit report, respectively.
◎ Should the Reference Documents for the Ordinary General Meeting of Shareholders, theBusiness Report, the Non-consolidated Financial Statements or the Consolidated Financial
Statements require revisions, the revised versions will be posted on the Company’s website(https://www.lmi.ne.jp/english).
※ We ask for your understanding in advance that no eating or drinking is allowed in the venue.

2

Reference Documents for the Ordinary General Meeting of Shareholders
Proposals and References
Proposal: Election of Eight (8) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8)Directors, including two (2) Outside Directors.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions
April 1986
March 2000

1

Number ofshares of theCompany held

Joined Recruit Co., Ltd.
Established the Company and assumed the position of President andRepresentative Director
February 2009 Chairman of the Board of Directors, Link Investor Relations Inc.
(currently, Link Corporate Communications Inc.) (to present)
October 2009
Chairman of the Board of Directors, Link Tourist Inc. (currently,
Link Event Produce Inc.) (to present)
June 2011
Chairman of the Board of Directors, Aviva Co., Ltd. (currently, Link
Academy Inc.) (to present)
November 2011 President and Representative Director, Phoenix Inc. (to present)
January 2012
Chairman of the Board of Directors, Raise-i Inc. (currently, Link-i
Inc.) (to present)
January 2012
Chairman of the Board, Intec Japan Inc. (currently, Link Global
Ozasa Yoshihisa
Solution Inc.) (to present)
3,203,200(May 18, 1961)
February 2012 Chairman of the Board of Directors, Sales Marketing Co., Ltd.
(currently, Link Staffing Inc.) (to present)
January 2013
Chairman and Representative Director, the Company (to present)
Chairman of the Board of Directors, Motivation Academia Inc. (topresent)
Chairman of the Board of Directors, Link Dining Inc. (to present)
June 2014
Board Chairman, Interac Co., Ltd. (currently, Link Interac Inc.) (topresent)
April 2015
Chairman of the Board of Directors, Link Relation Engineering Inc.
(to present)
October 2016
Chairman and Director, Link Japan Careers Inc. (to present)
May 2017
Chairman and Director, Dean Morgan K.K. (to present)
November 2017 Chairman and Director, a2media Corporation (to present)
January 2020
Director, OpenWork Inc. (to present)[Reasons for nominating Mr. Ozasa as a candidate for a Director]
Since the establishment of the Company in 2000, Mr. Ozasa has assumed the position of Representative Director of theCompany and its subsidiaries and served as top management of the Company and its subsidiaries. He has accumulated
abundant experience and know-how regarding the management of the Company. In order to take advantage of thisexperience and know-how in the management of the Company and its subsidiaries, we have nominated Mr. Ozasa as a
candidate for another term as a Director.

3

No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions

Number ofshares of theCompany held

April 1991
March 2000
January 2013
January 2017

2

Joined Recruit Co., Ltd.
Established the Company and assumed the position of Director
Sakashita Hideki
President and Representative Director, the Company (to present)
3,680,000
Director, Link Global Solution Inc. (to present)(August 30, 1967)
Director, Link Corporate Communications Inc. (to present)
Director, Link Event Produce Inc. (to present)[Reasons for nominating Mr. Sakashita as a candidate for a Director]
Since the establishment of the Company in 2000, Mr. Sakashita has assumed the position responsible for the Motivation
Management Business and the Entry Management Business and currently assumes the position of President andRepresentative Director, and thus has accumulated abundant experience and know-how regarding the management of theCompany. In order to take advantage of this experience and know-how in the management of the Company and the Group,
we have nominated Mr. Sakashita as a candidate for another term as a Director.
October 1992
Joined Aoyama Audit Company (PriceWaterhouse)
July 1998
Joined PwC Consulting Co., Ltd.
July 2002
Joined the Company
March 2008

Director in charge of Group Design Office, the Company (to present)

November 2010 Established Motivation Academia Inc. and assumed the position of
Director (to present)
January 2011
Director, Link Dining Inc. (to present)
March 2011
Director, Link Investor Relations Inc. (currently, Link Corporate
Communications Inc.) (to present)
Director, Aviva Co., Ltd. (currently, Link Academy Inc.) (to present)
June 2011
Ohno Shunichi(May 23, 1967)

3

Director, Link Event Produce Inc. (to present)
460,000
Director, Raise-i Inc. (currently, Link-i Inc.) (to present)
Director, Intec Japan Inc. (currently, Link Global Solution Inc.) (topresent)
Director, Sales Marketing co., Ltd. (currently, Link Staffing Inc.) (topresent)
Director, Interac Co., Ltd. (currently, Link Interac Inc.) (to present)
April 2014
April 2015
Director, Link Relation Engineering Inc. (to present)
Director, Link Japan Careers Inc. (to present)
October 2016
Director, Dean Morgan K.K. (to present)
May 2017
November 2017 Director, a2media Corporation (to present)
Director, OpenWork Inc. (to present)
January 2020
[Reasons for nominating Mr. Ohno as a candidate for a Director]
Since joining the Company in 2002, Mr. Ohno has acquired abundant experience and know-how regarding the overallmanagement and administrative affairs of the Company and the Group from his services as a person responsible forcorporate affairs and a Director in charge of the Company’s Group Design Office. In order to take advantage of thisexperience and know-how in the management of the Company and the Group, we have nominated Mr. Ohno as a candidate
for another term as a Director.
January 2013

4

No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions
April 1988
April 2006

4

5

Number ofshares of theCompany held

Joined Recruit Co., Ltd.
Operating Officer, Recruit Agent Co., Ltd. (currently, Recruit CareerCo., Ltd.)
July 2013
Joined Square Enix Co., Ltd. and assumed the position of Corporate
Executive
Kitsu Hiroyuki
37,400July 2015
Joined the Company and assumed the position of Operating Officer(August 19, 1964)
July 2015
Director, Interac Co., Ltd. (currently, Link Interac Inc.) (to present)
March 2016
Director, the Company (to present)
October 2016 President and Representative Director, Link Japan Careers Inc. (topresent)[Reasons for nominating Mr. Kitsu as a candidate for a Director]
Since joining the Company in 2015, Mr. Kitsu has assumed the posts of Director at Interac Co., Ltd. (currently, Link
Interac Inc.), Director at the Company as well as President and Representative Director at Link Japan Careers Inc., and thus
has accumulated know-how and experience mainly regarding the field of global personnel development. In order to takeadvantage of this experience and know-how in the management of the Company and the Group, we have nominated Mr.
Kitsu as a candidate for another term as a Director.
April 2002
Joined the Company
January 2010
Operating Officer, the Company
July 2011
Unit Manager in charge of Business Management, Finance &Accounting and Public Relations, Corporate Design Headquarters(currently, Group Design Office), the Company
Oguri Takashi
July 2014
President and Representative Director, Link Academy Inc. (to123,800(December 20, 1978)
present)
January 2017
Director, Link Marketing Inc. (currently, Link Staffing Inc.) (topresent)
March 2017
Director, the Company (to present)
May 2017
Director, Dean Morgan K.K. (to present)
January 2018
Director, Motivation Academia Inc. (to present)[Reasons for nominating Mr. Oguri as a candidate for a Director]
Since joining the Company in 2002, Mr. Oguri was engaged in the Entry Management Business and corporate affairs andthen assumed the posts of President and Representative Director at Link Academy Inc. and Director at Link Marketing Inc.
(currently, Link Staffing Inc.), and thus has accumulated know-how and experience regarding the overall operations of theCompany as well as in the field of personnel development in Japan. In order to take advantage of this experience andknow-how in the management of the Company and the Group, we have nominated Mr. Oguri as a candidate for anotherterm as a Director.

5

No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions
April 2003
July 2010

6

Number ofshares of theCompany held

Joined the Company
Operating Officer, the Company, General Manager, Kansai Company
EM Business Division
January 2013
Executive Officer, Company President, Entry Management West
Company of the Company
January 2014
Executive Officer, Company President, Motivation Management
Kawauchi Masanao
Company of the Company
20,000(August 18, 1979)
January 2018
Operating Officer, the Company, General Manager, Organizational
Development Division L (to present)
March 2018
Director, the Company (to present)
January 2019
President and Representative Director, Link Global Solution Inc. (topresent)
January 2020
Operating Officer, the Company, General Manager, Organizational
Development Division V (to present)[Reasons for nominating Mr. Kawauchi as a candidate for a Director]
Since joining the Company in 2003, Mr. Kawauchi was engaged in the Entry Management Business and the Motivation
Management Business and then assumed the post of Operating Officer of the Company, and thus has accumulated
know-how and experience regarding the overall operations of the Company as well as in the field of organizational
development in Japan. In order to take advantage of this experience and know-how in the management of the Company and
the Group, we have nominated Mr. Kawauchi as a candidate for another term as a Director.

6

No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions
May 2000
October 2005

April 2010
April 2010
March 2011
January 2013
Yuasa Tomoyuki(October 10, 1976)

March 2016
April 2016

June 2016

Joined Andersen Consulting, Ltd. (currently, Accenture Japan Ltd.)
Joined Revamp Corporation
Temporarily transferred to Lotteria Co., Ltd. and assumed theposition of Operating Officer, Product Development Headquarters
and Administrative Headquarters
Director, Revamp Corporation
President and Representative Director, Act Tank Corporation (*1)
Director and Vice President, Revamp Corporation
Representative Director, Revamp Business Solutions Corporation(*1)
Outside Director, the Company (to present)
President, Representative Director and CEO, Revamp Corporation(to present), Representative Director, Revamp Ventures
Corporation (*1)
Outside Director, K’s Holdings Corporation (to present)

(*1)

7

Number ofshares of theCompany held0

In October 2017, an absorption-type merger was carried out with
Revamp Corporation to become the surviving company and Act
Tank Corporation, Revamp Business Solutions Corporation andRevamp Ventures Corporation to be dissolved.
[Special matters relating to a candidate for an Outside Director]
Mr. Yuasa is a candidate for an Outside Director.
Mr. Yuasa is currently an Outside Director of the Company and will have served as Outside Director for four years at theconclusion of this Ordinary General Meeting of Shareholders.
[Reasons for nominating Mr. Yuasa as a candidate for an Outside Director]
Mr. Yuasa is engaged in running Revamp Corporation. Since he assumed the position of Outside Director at the Ordinary
General Meeting of Shareholders held on March 30, 2016, we have received his pertinent opinions from a fair andobjective standpoint. In order to continue to take advantage of his professional knowledge and deep insight regarding
corporate management in supervising the Company’s management, we request the election of Mr. Yuasa for another term
as an Outside Director.
[Matters relating to an Independent Director]
The Company has designated Mr. Yuasa as an Independent Director according to the regulations provided by the Tokyo
Stock Exchange and registered him with the Tokyo Stock Exchange. If the reappointment of Mr. Yuasa is approved, theCompany intends to continue to designate him as an Independent Director and register him with the Tokyo Stock
Exchange.
[Summary of a liability limitation agreement]
Mr. Yuasa is currently an Outside Director of the Company and we entered into an agreement with Mr. Yuasa pursuant toParagraph 1 of Article 423 of the Companies Act of Japan to limit his liability for damages. According to the agreement, themaximum amount of liability for damages shall be the minimum amount as stipulated in laws and regulations. If thereappointment of Mr. Yuasa is approved, the Company intends to continue the aforementioned liability limitationagreement with him.

7

No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions

Number ofshares of theCompany held

April 19798

Research Associate, College of Sociology, Rikkyo
University
April 1983
Full-time Lecturer, General Education, International Collegeof Commerce (currently, Tokyo International University)
April 1986
Assistant Professor, Tokyo International University
April 1991
Professor, Tokyo International University
April 1992
Visiting Researcher, Michael G. Foster School of Business,
University of Washington
Kakuyama Takashi
0April 2003
Dean of Faculty of Human and Social Studies, Tokyo(August 23, 1951)
International University
April 2009
Dean of Graduate School of Sociology, Tokyo International
University
September
Professor and Director of Motivation Laboratory, Tokyo
2011
Future University
April 2012
Dean of School of Motivation and Behavioral Sciences,
Tokyo Future University
April 2018
President, Tokyo Future University (to present)[Special matters relating to a candidate for an Outside Director]
Mr. Kakuyama is a candidate for an Outside Director.
[Reasons for nominating Mr. Kakuyama as a candidate for an Outside Director]
Although he has not been involved in corporate management in the past, Mr. Kakuyama has extensive specialized
knowledge and experience as a researcher in industrial and organizational psychology with a high affinity for theCompany’s field of business, with Motivation Engineering as its core competence. In this research field, he has also
served as Chairperson of the Japanese Association of Industrial/Organizational Psychology in the past, and currently
serves as a Director of said association, an Executive Director of The Japan Association of Applied Psychology, andan Executive Director of the Japanese Academy of Human Resource Development. In addition, through his years ofexperience in alliances with multiple operating companies, he has wide-ranging insight on corporate management
beyond his academic field, and in order to take advantage of his valuable opinions and straightforward advice basedon these attributes in ensuring the soundness of the Company’s decision-making and enhancing management
supervision, we request the election of Mr. Kakuyama as an Outside Director.
[Matters relating to an Independent Director]
The Company intends to designate Mr. Kakuyama as an Independent Director according to the regulations provided
by the Tokyo Stock Exchange and register him with the Tokyo Stock Exchange.
[Summary of a liability limitation agreement]
If Mr. Kakuyama’s appointment is approved, the Company intends to enter into an agreement with him pursuant toParagraph 1 of Article 423 of the Companies Act of Japan to limit his liability for damages. According to theagreement, the maximum amount of liability for damages shall be the minimum amount as stipulated in laws andregulations.

(Note) There are no special conflicts of interest between any of the candidates and the Company.

8