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 Japaneseoriginal, the original shall prevail. The Company assumes no responsibility for this translation orfor direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code: 2170)
March 8, 2021
To Shareholders with Voting Rights:
Ozasa Yoshihisa
Chairman and
Representative Director
Link and Motivation Inc.
Ginza Six,
6-10-1 Ginza, Chuoku, Tokyo, JapanNOTICE OF
THE 21ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby announce the 21st Ordinary General Meeting of Shareholders of Link and Motivation
Inc. (the “Company”), to be held as described below.
Recently, the Japanese government and prefectural governors have strongly requested the public torefrain from going out to prevent the spread of COVID-19, including the government’s declaration ofa state of emergency. As a result of careful consideration, we have decided to respond to this situation
by holding the General Meeting of Shareholders after implementing appropriate measures to prevent
infection.
To avoid the risk of infection among our shareholders, officers and employees, we ask you to
exercise your voting rights in writing before the General Meeting of Shareholders and to refrainfrom attending the meeting in person, regardless of your health status.
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 Form and return it so that it is received by 6:00 p.m. on Monday, March 29, 2021, Japantime.
1. Date and Time:
2. Place:

Tuesday, March 30, 2021 at 10:30 a.m. Japan time
Note: The reception desk will open at 10:00 a.m.
8th Floor Hall, Tokyo Shoken Kaikan
1-5-8 Nihonbashi Kayabacho, Chuo-ku, Tokyo, Japan
Note: Because we will increase the space between seats this year toprevent the spread of infection, there will be significantly fewer
available seats than in other years. Therefore, please be aware thatshareholders who come to the venue in person may be refused
admission. Thank you for your understanding in advance.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 21st Fiscal Year (January 1, 2020 - December 31,2020) and results of audits by the Accounting Auditor and the1

Audit & Supervisory Board of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 21st
Fiscal Year (January 1, 2020 - December 31, 2020)

Proposal to be resolved:
Proposal:
Election of Eight (8) Directors◎ 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 accordance withlaws 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 are part of theConsolidated 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, the Business
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).
Requests to Shareholders
・ The above measures may be revised depending on factors including the status of the pandemic on
the day of the General Meeting of Shareholders and details of announcements by the government
or other parties. Please also check information on the Company’s website(https://www.lmi.ne.jp/english).
・ Hand sanitizer will be placed near the entrance for shareholders. Please cooperate by sanitizing
your hands when you arrive at the venue.
・ Shareholders are requested to bring and wear a mask. Shareholders who do not bring and wear
masks may be refused admission.
・ Attendees’ temperature will be taken near the entrance of the venue. Shareholders who have a fever,
who are in poor health, or who have entered Japan from overseas within the past 14 days, please
notify the reception desk.
・ The management staff for the General Meeting of Shareholders will wear masks after a check of
their physical condition, including their temperature.
Notes:
1. We ask for your understanding in advance that no eating or drinking is allowed in the venue.
2. As of this year, we will discontinue the distribution of commemorative gifts (souvenirs) toshareholders attending the General Meeting of Shareholders. Thank you for your understanding.

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 eight (8) 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)
Ozasa Yoshihisa
January 2012
Chairman of the Board, Intec Japan Inc. (currently, Link Global
3,203,200(May 18, 1961)
Solution Inc.) (to present)
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)
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 this experienceand know-how in the management of the Company and its subsidiaries, we have nominated Mr. Ozasa as a candidate foranother term as a Director.

3

No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions
April 1991
March 2000
January 2013
January 2017

2

3

Number ofshares of theCompany held

Joined Recruit Co., Ltd.
Established the Company and assumed the position of Director
President and Representative Director, the Company (to present)
Sakashita Hideki
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 (topresent)
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.) (toJune 2011
Ohno Shunichipresent)
460,000(May 23, 1967)
Director, Link Event Produce Inc. (to present)
January 2013
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.)(to present)
April 2014
Director, Interac Co., Ltd. (currently, Link Interac 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 for corporate
affairs and a Director in charge of the Company’s Group Design Office. In order to take advantage of this experience andknow-how in the management of the Company and the Group, we have nominated Mr. Ohno as a candidate for another term
as a Director.

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
37,400(August 19, 1964)
July 2015
Joined the Company and assumed the position of Operating Officer
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.
August 2020
Director, Link Japan Careers Inc. (to present)[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 InteracInc.), Director at the Company and 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 take advantage of this experience and know-how inthe 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. (to132,700(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 and knowhow in the management of the Company and the Group, we have nominated Mr. Oguri as a candidate for another term 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
293,200(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
General Manager, Organizational Development Division V (topresent)[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 knowhow and experience regarding the overall operations of the Company as well as in the field of organizational development inJapan. 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

Yuasa Tomoyuki(October 10, 1976)

April 2010
April 2010
March 2011
January 2013
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 five 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 and objective
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, the Company
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 limitation agreementwith him.

7

No.

Name
(Date of birth)

Past experience, positions, responsibility
and significant concurrent positions
April 1979

8

Number ofshares of theCompany held

Research Associate, College of Sociology, Rikkyo
University
April 1983
Full-time Lecturer, General Education, International
College of 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 ofBusiness, University of Washington
Kakuyama Takashi
April 2003
Dean of Faculty of Human and Social Studies, Tokyo
0(August 23, 1951)
International University
April 2009
Dean of Graduate School of Sociology, Tokyo
International University
September 2011 Professor and Director of Motivation Laboratory, Tokyo
Future University
April 2012
Dean of School of Motivation and Behavioral Sciences,
Tokyo Future University
April 2018
President, Tokyo Future University (to present)
March 2020
Outside Director, the Company (to present)[Special matters relating to a candidate for an Outside Director]
Mr. Kakuyama is a candidate for an Outside Director.
Mr. Kakuyama is currently an Outside Director of the Company and will have served as Outside Director for one
year at the conclusion of this Ordinary General Meeting of Shareholders.
[Reasons for nominating Mr. Kakuyama as a candidate for an Outside Director]
Although he has not been involved in company 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, and in this research field, hecurrently serves as a Director of Sanko Gakuen. Since he assumed the position of Outside Director at the Ordinary
General Meeting of Shareholders held on March 27, 2020, 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
industrial and organizational psychology and corporate management in supervising the Company’s management, werequest the election of Mr. Kakuyama for another term as an Outside Director.
[Matters relating to an Independent Director]
The Company has designated Mr. Kakuyama 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. Kakuyama isapproved, the Company intends to continue to designate him as an Independent Director and register him with theTokyo Stock Exchange.
[Summary of a liability limitation agreement]
Mr. Kakuyama is currently an Outside Director of the Company and we entered into an agreement with him pursuant
to Paragraph 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. If the reappointment of Mr. Kakuyama is approved, the Company intends to continue the aforementioned
liability limitation agreement with him.

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

8