This document has been translated and summarized from 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.

Securities Code: 3673
March 5, 2018

To Our Shareholders
Kenji Oyama
President & CEO,
Representative Director
Broadleaf Co., Ltd.
4-13-14 Higashi-Shinagawa, Shinagawa-ku,
Tokyo, JapanNOTICE OF THE 9TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 9th Annual General Meeting of Shareholders (the “Meeting”) of Broadleaf Co., Ltd. (the“Company”). The Meeting will be held for the purposes as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing (by mail) or by electromagnetic means (Internet,etc.). Please review the accompanying Reference Documents for the General Meeting of Shareholders before exercising your voting
rights.
1.
2.

Date and Time:
Place

Tuesday, March 27, 2018 at 10:00 a m. Japan time

Tokyo Marriott HotelFirst basement, The Gotenyama Ball Room
4-7-36 Kitashinagawa, Shinagawa-ku, Tokyo*Since the venue has been changed this year, please be sure to come to the rightplace by referring to the “Map to the Place of Annual General Meeting of
Shareholders” at the end of this notice.

3.

Meeting Agenda:
Matters to bereported:

Matters to beresolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:

1. The Business Report and the Consolidated Financial Statements for the 9th
Fiscal Year (from January 1, 2017 to December 31, 2017) and Audit Resultsof the Consolidated Financial Statements by the Accounting Auditor and theBoard of Corporate Auditors
2. The Non-Consolidated Financial Statements for the 9th Fiscal Year (fromJanuary 1, 2017 to December 31, 2017)

Appropriation of Surplus
Election of Five (5) Directors
Election of One (1) Corporate Auditor
Election of Two (2) Substitute Corporate Auditors－

1 －4. Guide to Exercising Voting Rights⑴ If you exercise your voting rights in writing (by mail)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it isreceived by 5:30 p.m. on Monday, March 26, 2018.
⑵ If you exercise your voting rights by electromagnetic means (Internet, etc.)
Please visit the Company’s designated voting website (https://soukai.mizuho-tb.co.jp/) , vote for or against the proposals by
5:30 p.m. on Monday, March 26, 2018, according to the guiding screen.
In addition, the electronic platform for exercising voting rights operated by Investor Communications Japan Inc. (ICJ, Inc.) isavailable to institutional investors.
⑶ Treatment of multiple exercise:If you exercise your voting rights both in writing (by mail) and online, regardless of the date your Voting Rights Exercise Formis received, only the voting rights you exercise online will be counted.
If you exercise your voting rights more than once online, the voting rights you exercised last will be counted.

◎If you plan to attend , please present the enclosed Voting Rights Exercise Form at the reception desk upon your arrival.
For the purpose of saving resources, we will refrain from distributing related materials. So please be sure to bring this notice withyou.
◎Any changes in the Business Report, consolidated financial statements, non-consolidated financial statements, or Reference
Documents for the General Meeting of Shareholders will be reported on the Company's website(https://www.broadleaf.co.jp/ir/stock/meeting/).
◎Reception will begin at 9:00 a.m. Japan time
◎Since the venue has changed this year, please be sure to come to the right place.
◎This year, we have decided not to give souvenirs to shareholders who have attended the general meeting of shareholders. We
would appreciate your understanding.

－2 －Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
We position the return of profit to our shareholders as an important management issue. Our basic policy is to continue to pay
stable dividends, while securing the retained earnings necessary to expand our future business and strengthen our management
structure.
The Company plans to pay a year-end dividend for the consolidated fiscal year under review of 11.00 yen per share for common
stock. (This brings our annual dividend to 22.00 yen per share when combined with the interim dividend that has already been paid.)
1. Type of dividend property
Cash
2. Matters concerning the allocation and total amount of dividend property
11.00 yen per share for common stock of the Company, or 507,584,352 yen in total
3. Date on which distribution of dividends of surplustake effect
March 28, 2018

【Reference】

6th Fiscal Year
(FY2014)

7th Fiscal Year
(FY2015)

8th Fiscal Year
(FY2016)

9th Fiscal Year:
Consolidated Fiscal Year Under
Review(Projection)(FY2017)

10th Fiscal Year
(Forecast)(FY2018)

Annualdividend per
share(Note)

20 yen(5)25 yen(6.25)

30 yen(10.625)

22 yen(11)

11 yenDividend
payout ratio

―

―

53.8%

50.4%

45.8%

(Notes) 1. The Company split its common stock 2 for 1 effective from December 17, 2016. The Company has also decided to conduct a 2-for-1 common stock split
effective April 1, 2018 and takes this stock split into account for dividends in the 10th fiscal year. In parentheses for the fiscal year in or before the 9th
fiscal year, the amount of dividend per share on the assumption that the stock split was conducted at the beginning of the 6th fiscal year is stated.
2. The Company prepares the consolidated financial statements conforming to IFRS from the consolidated fiscal year under review and calculates the dividend
payout ratio in conformity with IFRS. For your reference, the Company also states the dividend payout ratio in the 8th fiscal year based on IFRS.

－

3 －Proposal No. 2: Election of Five (5) Directors
The term of office of all the five (5) directors will expire at the close of this general meeting of shareholders.
Accordingly, we propose the election of five (5) directors.
To achieve the diversity of the Board of Directors and enhancement of corporate governance, a majority (three) of the five candidates
for directors are candidates for external directors.
The candidates for directors are as follows:
Candidat
e No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in the
Company and important concurrent positions in othercompanies
April 1987
April 1989
December 1996

Kenji Oyama(September 10, 1968)
1

Attendance at meetings ofthe Board of Directors
14/14 (100%)

July 2000
July 2002

October 2005
January 2006
June 2006
January 2015

April 1992
January 1996
April 2000
May 2005

Kenichi Yamanaka(October 10, 1968)
2

Attendance at meetings ofthe Board of Directors
14/14 (100%)

November 2005
October 2010
January 2011

March 2012
January 2014

Number of theCompany's
shares held

Joined Being Co., Ltd.
Director of Being Co., Ltd.
Being Investments Corp.
President CEO
Director and Vice President of Being Co., Ltd.
Executive Officer, General Manager ofMarketing Department and Sales Department
434,200 sharesof Being Co., Ltd.
Consultant to ITX Corporation
Director and Executive Vice President of theCompany
Representative Director and President of theCompany (present)
Visiting Professor at the Graduate School of
Project Design (present)

Joined Mitsubishi Electric Engineering Co.,
Ltd.
Joined Being Co., Ltd.
Executive Officer of Being Co., Ltd.
Assistant Manager of Business Promotion
Office of Being Co., Ltd.
Executive Officer of JIMOS Co., Ltd.
Executive Officer and General Manager of
Administration Division of the Company
Executive Officer, General Manager of
Administration Division and General Manager
of Corporate Management Group of theCompany
Director, Executive Officer and General
Manager of Administration Division of theCompany
Director and Executive Vice President of theCompany (present)－

4 －2,000 shares

Candidat
e No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in the
Company and important concurrent positions in othercompanies
April 1970

Morio Kizawa(April 8, 1944)
Candidate for External
Director
Attendance at meetings ofthe Board of Directors
14/14 (100%)3

Joined Nippon Univac Ltd. (now Nihon Unisys,
Ltd.)
March 1985
Joined Citizen Watch Co., Ltd.
September 1985 Citizen Europe Ltd.
President and Managing Director
February 1992
Representative Director and President ofMentor Graphics Japan Co. Ltd.
February 1999
Representative Director and President ofConexant Systems Japan Co., Ltd. (nowConexant Systems Co., Ltd.)
February 2006
Representative Director and President of
Autodesk, Inc.
March 2012
Advisor to Autodesk, Inc.
External Director of the Company (present)

Number of theCompany's
shares held

2,000 shares

Mr. Morio Kizawa has served as Representative Director at Autodesk, Inc. andother companies, played an active role as the manager of an IT company and a
global company that engage in software development and sales, etc. He has
Reasons for nomination as specialist knowledge and extensive experience in the industries related to theCompany’s business.
candidate for External
The Company nominated Mr. Morio Kizawa as a candidate for External
Director
Director because the Company can expect to obtain advice from various
perspectives on the general management of the Company by leveraging his
knowledge and experience.

Matters relating to
independence

The Company considers Mr. Morio Kizawa to be a candidate for independent
External Director because of his objective and neutral standpoint that is
independent from the Company. That means he is unlikely to have conflicts ofinterest with general shareholders, and satisfies the requirements for independent
executives as specified by the Tokyo Stock Exchange.

－

5 －Candidat
e No.

Name
(Date of birth)

Number of theBrief personal history, positions and responsibilities in the
Company's
Company and important concurrent positions in other companies shares held

April 1981
April 1991
December 1995

October 2003
K i i c h i r o Wa t a n a b e(January 23, 1959)

January 2006

Candidate for External
Director
Attendance at meetings ofthe Board of Directors
13/14 (92.9%)

November 2008
May 2012
March 2014
March 2014
March 2016
February 2017

4

Joined Oriental land Co., Ltd.
Joined Nissan Motor Co., Ltd.
Joined Nippon Telegraph and Telephone
Corporation
Section Manager in charge of Multimedia
Business Development Department
Joined Tomy Co., Ltd.
Assistant General Manager of Content Business
Strategy Division of Tomy Co., Ltd.
Representative Director and Executive Vice
President of T2i Entertainment Co., Ltd. (now T- 2,000 shares
FIELDTEC Company, Ltd.)
Director and Managing Executive Officer ofMedia Kobo, Inc.
Representative Director of DELTA FORCE, Inc.
Corporate Auditor of (THE) ONE of THEM, Inc.
External Director of the Company (present)
Director of (THE) ONE of THEM, Inc. (present)
Representative Director of DYD, Inc. (present)(Important concurrent positions)Representative Director of DYD, Inc.
Mr. Kiichiro Watanabe has experience of using unique marketing techniques tolead many projects to success at business companies such as The Oriental Land
Co., Ltd. and has served as an executive of listed IT companies. He has specialist
Reasons for nomination
knowledge and extensive experience in creating new businesses.
as candidate for External
The Company nominated Mr. Kiichiro Watanabe as a candidate for External
Director
Director because the Company can expect to obtain advice from various
perspectives by leveraging his knowledge and experience, especially in the area ofmarketing.

Matters relating to
independence

The Company considers Mr. Kiichiro Watanabe to be a candidate forindependent External Director because of his objective and neutral standpointthat is independent from the Company. That means he is unlikely to have conflictsof interest with general shareholders and satisfies the requirements forindependent executives as specified by the Tokyo Stock Exchange.

－

6 －Candidat
e No.

Name
(Date of birth)

Number of theBrief personal history, positions and responsibilities in the
Company's
Company and important concurrent positions in other companies
shares held

April 1964

Shigeru Ikeda(March 4, 1941)
Candidate forExternal Director
Attendance atmeetings of theBoard of Directors
14/14 (100%)

5

Joined Nippon Telegraph and Telephone Public
Corporation (now Nippon Telegraph and Telephone
Corporation or NTT)
July 1985
Manager of Niigata Branch of NTT
June 1992
Director and General Manager of Personnel
Department of NTT
June 1997
Managing Director and General Manager ofMultimedia Promotion Division of NTT
April 1999
Representative Director and President of NTT-ME
Corporation
July 2002
Managing Director of Communications andInformation Network Association of Japan
April 2007
External Director of Sky Perfect JSAT Corporation(now Sky Perfect JSAT Holdings Inc.)
April 2007
External Director of Media Cruise Solutions, K.K.
(now Broad Earth Incorporated) (present)
June 2007
Consultant to ACCESS Co., Ltd. (present)
April 2008
Visiting Professor at the Graduate Institute for
Entrepreneurial Studies (present)
April 2009
Visiting Professor at Tama Graduate School ofBusiness
September 2015 Director of the Social Development Research Center(present)
March 2016
External Director of the Company (present)

3,000 shares

Mr. Shigeru Ikeda has served as Director at NTT and its affiliated company andhas experience of being involved in management in the telecommunications industry
since the spread of IT and the Internet. He has specialist knowledge and extensive
experience of corporate management. He has also taught at Tama Graduate School of
Reasons for nomination
Business and other institutes, with wide-reaching knowledge of other areas including
as candidate for
IT and information sociology.
External Director
The Company nominated Mr. Shigeru Ikeda as a candidate for External Director
because the Company can expect to obtain advice on the general management of
the Company in terms of both practical business and scientific technology byleveraging his knowledge and experience.
The Company considers Mr. Shigeru Ikeda to be a candidate for independent
External Director because of his objective and neutral standpoint that is
Matters relating to
independent from the Company. That means he is unlikely to have conflicts of
independence
interest with general shareholders, and satisfies the requirements for independent
executives as specified by the Tokyo Stock Exchange.
Notes 1. There are no special interests between any candidate for director and the Company.
2. The candidates Morio Kizawa, Kiichiro Watanabe and Shigeru Ikeda are nominated as External Directors.
3. The candidate Morio Kizawa is currently serving as External Director of the Company, and his tenure as External Director will be six (6) years at
the close of this Annual Shareholders’ Meeting.
4. The candidate Kiichiro Watanabe is currently serving as External Director of the Company, and his tenure as External Director will be four (4)years at the close of this Annual Shareholders’ Meeting.
5. The candidate Shigeru Ikeda is currently serving as External Director of the Company, and his tenure as External Director will be two (2) years at
the close of this Annual Shareholders’ Meeting.
6. The Company has notified the Tokyo Stock Exchange (TSE) of Morio Kizawa, Kiichiro Watanabe and Shigeru Ikeda as Independent Executives.
If the reappointment of these candidates is approved, the Company plans to make them Independent Executives continuously.
7. The Company has entered into a liability limitation agreement with each of its External Directors pursuant to Article 427, Paragraph 1 of theCompanies Act, limiting their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. If the reappointment ofMorio Kizawa, Kiichiro Watanabe and Shigeru Ikeda, who are the candidates for External Directors, is approved, the Company will extend theterm of the agreements.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability isapproved only if the applicable External Director has executed his or her duties in good faith without committing gross negligence.

－

7 －Proposal No. 3: Election of One (1) Corporate Auditor
Mr. Yusuke Asakura, Corporate Auditor, will leave office at the close of this general meeting of shareholders. Accordingly, we
propose the election of one (1) new Corporate Auditor. We propose the election of the new Corporate Auditor as a substitute for Mr.
Yusuke Asakura. His term of office will be until the close of the annual general meeting of shareholders to be held in March 2020
when the term of office of Mr. Yusuke Asakura will expire pursuant to the provisions of Article 30, Paragraph 2 of the Articles ofIncorporation of the Company.
The Board of Corporate Auditors has approved this proposal in advance.
The candidate for auditor is as follows:

Name(Date of birth)

Brief personal history, positions and responsibilities in the Company andimportant concurrent positions in other companies
October 1998
October 2000

Passed the bar examination
Registered as attorney-at-law

October 2000
December 2002

Joined Nishimura & Partners (now Nishimura & Asahi)
Joined Hibiya Park Law Offices

Tsuyoshi Nishimoto(November 21, 1973) May 2006

Number of theCompany's shares
held

Completed the Master’s course at Columbia Law School in
the United States

Candidate forExternal Corporate
AuditorSeptember 2006

Joined Hughes Hubbard & Read

New

February 2007

Registered as attorney-at-law in New York State

January 2010

Partner of Hibiya Park Law Offices (present)

January 2011

Corporate Auditor of Enigmo Inc. (Present)

0 shares(Important concurrent positions)
Partner of Hibiya Park Law Offices
Corporate Auditor of Enigmo Inc.

Reasons for nomination as
candidate for External
Corporate Auditor

Mr. Tsuyoshi Nishimoto has engaged in many cases including lawsuits related to theCompanies Act and the business restructuring from a position close to managers andhas specialist knowledge and extensive experience as a professional in corporate legal
affairs. Mr. Tsuyoshi Nishimoto does not have experience of being involved in acompany’s management. However, the Company nominated Mr. Tsuyoshi Nishimoto asa candidate for External Corporate Auditor because it can expect to obtain advice on thegeneral management of the Company from various perspectives mainly to strengthen
the function of audits by Corporate Auditors for the reasons above.
The Company considers Mr. Tsuyoshi Nishimoto to be a candidate for independent

Matters relating to
independence

External Corporate Auditor because of his objective and neutral standpoint that is
independent from the Company. That means he is unlikely to have conflicts of interest
with general shareholders, and satisfies the requirements for independent executives as
specified by the Tokyo Stock Exchange.

Notes 1. There are no special interests between the candidate for corporate auditor and the Company.
2. The candidate Tsuyoshi Nishimoto is nominated as External Corporate Auditor.
3. The candidate Tsuyoshi Nishimoto satisfies the requirements for Independent Executives as specified by the TSE, and the Company plans to notify
the TSE of him as Independent Executive if he is approved as Corporate Auditor.
4. The Company has entered into a liability limitation agreement with each of its Corporate Auditor pursuant to Article 427, Paragraph 1 of theCompanies Act, limiting their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. If candidate Tsuyoshi
Nishimoto is approved as Corporate Auditor, the Company will enter into a similar liability limitation agreement with him.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability isapproved only if the applicable Corporate Auditor has executed his or her duties in good faith without committing gross negligence.

－

8 －Proposal No. 4: Election of Two (2) Substitute Corporate Auditors
The Company wishes to elect two (2) Substitute Corporate Auditors in advance in case there is a shortfall in the number of Corporate
Auditors specified by laws and regulations.
The candidates for Substitute Corporate Auditors are as follows. Candidate Kenji Hirasawa is nominated to fill any vacancy for a
Corporate Auditor who is not an External Corporate Auditor, and candidate Yusuke Asakura is nominated to fill any vacancy for anExternal Corporate Auditor.
The Board of Corporate Auditors has approved this proposal in advance.

Candidat
e No.

Name
(Date of birth)

Number of theBrief personal history, positions and responsibilities in the
Company's sharesCompany and important concurrent positions in other companies
held

April 1975
April 1998

April 1999
1

Kenji Hirasawa

April 2005

(February 6, 1952)
June 2010
June 2012
April 2015
March 2016

Joined Daido Mutual Life Insurance Company(now Daido Life Insurance Company)
General Manager of Nonlife Insurance Business
Development Department of Daido Life
Insurance Company
General Manager of Real Estate Department of
Daido Life Insurance Company
General Manager of Business Audit Departmentof Daido Life Insurance Company
Director of T&D Confirm, Ltd.
Corporate Auditor of T&D Information Systems,
Ltd.
Manager of Internal Audit Office of theCompany (present)
Substitute Corporate Auditors of the Company(present)－

9 －0 sharesCandidat
e No.

Name
(Date of birth)

Yusuke Asakura(August 19, 1982)
Candidate for External
Corporate Auditor

Brief personal history, positions and responsibilities in the Company Number of theCompany's sharesand important concurrent positions in other companies
held
September 2007
December 2008

Passed the bar examination
Registered as attorney-at-law

December 2008

Joined Bingham McCutchen Murase, Sakai
Mimura Aizawa-Foreign Law Joint Enterprise

September 2011
March 2016

Partner of Sanba Law Firm (present)
Substitute External Corporate Auditor of theCompany
External Corporate Auditor of the Company(present)

December 20172

0 shares(Important concurrent positions)
Partner of Sanba Law Firm
The Company nominated Mr. Yusuke Asakura as a candidate for Substitute
External Corporate Auditor based on the judgment that Mr. Yusuke Asakura
Reasons for nomination as would be able to give the Company suggestions and advice on the execution ofcandidate for External
duties by its directors as a qualified attorney-at-law and expert in corporate law.
Corporate Auditor
The Company judged that, although Mr. Yusuke Asakura has not been involvedin corporate management in the past, he would be capable of executing the duties
of an External Corporate Auditor appropriately for the reasons outlined above.
The Company does not have any dealings with the abovementioned law firms.
The Company considers Mr. Yusuke Asakura to be a candidate for independent
Matters relating toCorporate Auditor because of his objective and neutral standpoint that is
independence
independent from the Company/ That means he is unlikely to have conflicts ofinterest with general shareholders, and satisfies the requirements for independent
executives as specified by the Tokyo Stock Exchange.

Notes 1. There are no special interests between any candidate for substitute corporate auditor and the Company.
2. The candidate Yusuke Asakura is nominated as Substitute External Corporate Auditor.
3. Mr. Yusuke Asakura is currently serving as External Corporate Auditor of the Company, and his tenure as External Corporate Auditor will be three(3) months at the close of this Annual Shareholders’ Meeting.
4. The Company has notified the Tokyo Stock Exchange (TSE) of Yusuke Asakura as Independent Executive. The Company plans to notify the TSEof him as Independent Executive if he assumes office as Corporate Auditor again.
5. The Company has entered into a liability limitation agreement with each of its Corporate Auditor pursuant to Article 427, Paragraph 1 of theCompanies Act, limiting their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. If candidate Kenji
Hirasawa and Yusuke Asakura assumes office as Corporate Auditor, the Company will enter into a similar liability limitation agreement with him.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability isapproved only if the applicable Corporate Auditor has executed his or her duties in good faith without committing gross negligence.

－

10 －