Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 2120
December 3, 2019
To our shareholders:
Takashi Inoue
Representative Director
LIFULL Co., Ltd.
1-4-4 Kojimachi, Chiyoda-ku, TokyoNOTICE OF THE 25TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 25th Ordinary General Meeting of Shareholders of LIFULL Co., Ltd.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you can vote on the proposals through one of the following
methods. Therefore, we ask that you please review the attached Reference Documents for the General
Meeting of Shareholders and then place your votes.
If you wish to vote in writing:
Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it bypostal mail to reach us no later than 5:00 p.m., Wednesday, December 18, 2019 (Japan Standard Time).
If you wish to vote over the Internet:
Please access the voting website designated by the Company (https://www.web54.net) and log in with “thevoting code” and “password” you will find on the enclosed voting form. Then, please indicate your approvalor disapproval of the proposals in accordance with the on-screen instructions no later than 5:00 p.m.,
Wednesday, December 18, 2019 (Japan Standard Time).
We ask that you please check “Information on Exercise of Voting Rights” described in the notice (Japaneseonly) when you vote over the Internet.

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1. Date and Time: Thursday, December 19, 2019 at 10:00 a.m. (Japan Standard Time)
2. Venue:

8F the Company’s Conference Room
1-4-4 Kojimachi, Chiyoda-ku, Tokyo

3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 25th Term (from October 1, 2018
to September 30, 2019), as well as the results of audit of the Consolidated Financial Statements bythe Accounting Auditor and the Audit & Supervisory Board

2.

Non-Consolidated Financial Statements for the 25th Term (from October 1, 2018 to September 30,2019)

Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Election of three (3) Directors

4. Information on Exercise of Voting Rights:
Please refer to “Information on Exercise of Voting Rights” described in the notice (Japanese only).
5. Decisions on the convocation of the meeting:(1) If you vote multiple times over the Internet, we shall treat your final vote as the valid one.
(2) If you vote with overlapping methods in writing and over the Internet, we will treat your vote over theInternet as the valid one.
(3) If you wish to exercise your voting rights inconsistently on a proposal, please inform us of yourintention to do so and the reason for this no later than three days prior to the day of the General Meetingof Shareholders.

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Proposal 1:

Appropriation of surplus

The Company considers one of our important management policies to make the substantial return of profit
to our shareholders while focusing on “investment for future growth” with the aim of continuously increasing
profit and on our “internal reserves” to enhance and strengthen our financial structure through actively
promoting business development.
The Company’s basic policy in regards to dividends is to distribute results flexibly according to ourperformance in each fiscal year while taking into account our mid-to-long term business plan and otherconsiderations.
The Company aims for a dividend payout ratio of 25% of profit attributable to the owners of the parent
company in regards to year-end dividends for the fiscal year under review. We calculate the dividend pershare based on the number of the outstanding shares of the Company as of the last day of the fiscal year underreview. We propose to round off to the second decimal place to even more accurately calculate the dividend
payout ratio of 25% in regards to the calculation of the dividend per share.
Year-end dividends
In light of business results for the fiscal year under review and based on the policy above, the Company
proposes to pay a year-end dividend for the fiscal year as follows:
Type of dividend property
Cash
Allotment of dividend property and their aggregate ¥4.40 per common share of the Company
amountTotal dividends: ¥590,327,888
Effective date of dividends of surplus
December 20, 2019-3-Proposal 2:

Election of three (3) Directors

The Company proposes the election of three Directors to strengthen the management system. As providedfor in the Company’s Articles of Incorporation, the terms of office of the newly elected Directors will be until
the terms of office of the other currently serving Directors expire. At the conclusion of this annual meetingof shareholders, Director Yoshihisa Yamada will retire from office due to resignation.
The candidates for Director are as follows:
CandidateNo.

Name

Position and responsibility in the Company

Attribute ofcandidate

1Masatada Kobayashi–New election
Candidate foroutside Director–New election
Independentofficer
Candidate foroutside Director–

New election
Independentofficer
Candidate foroutside Director

23

Ryuichiro Nakao

Kazutaka Okubo-4-CandidateNo.

1Name(Date of birth)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Apr. 1994

Joined Dai Nippon Printing Co., Ltd.

Apr. 1997

Joined MDM, Inc. (currently Rakuten, Inc.)

Masatada Kobayashi(June 8, 1971)

Apr. 2006

Managing Executive Officer (currentposition)

New election
OutsideMay 2016

Chairman of Taiwan Rakuten Ichiba, Inc.
(current position)

Number of theCompany’sshares owned– shares(Significant concurrent positions outside the Company)
Managing Executive Officer of Rakuten, Inc.
Reasons for nomination as candidate for outside Director
Masatada Kobayashi has worked at Rakuten, Inc. for many years since its foundation, serving in a successionof posts such as executives and directors at the firm and its affiliates. The Company proposes his election as
outside Director because we would like to make maximum use of his advice and recommendations based on
his abundant insight as a company manager to achieve our management strategies.

Ryuichiro Nakao(May 15, 1964)
New election
OutsideIndependent2Apr. 1989

Joined Recruit Co., Ltd. (currently Recruit
Holdings Co., Ltd.)

Apr. 2006

Company Partner of Corporate Strategy
OfficeApr. 2007

Corporate Executive Officer of Recruit
Sumai Company

Apr. 2013

President and Representative Director ofRecruit Technologies Co., Ltd.

Apr. 2017

Vice President of Recruit Works Institute,Recruit Holdings Co., Ltd.

June 2017

Outside Director of TABIKOBO Co. Ltd.
(current position)

Jan. 2019

CEO & Founder of Nakao Management
Institute Inc. (current position)– shares(Significant concurrent positions outside the Company)
Outside Director of TABIKOBO Co. Ltd.
CEO & Founder of Nakao Management Institute Inc.
Reasons for nomination as candidate for outside DirectorRyuichiro Nakao worked at Recruit Holdings Co., Ltd. and its affiliates, serving in a succession of posts suchas executives and representative directors, so he has expertise and experience in a wide variety of areas
including business development, marketing, organizational invigoration, KPI management, in addition tobeing familiar with the housing field and technology field. The Company proposes his election as outsideDirector because we would like to make maximum use of his advice and recommendations based on hisabundant insight to achieve our management strategies.

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No.

3Name(Date of birth)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Nov. 1995

Joined Century Audit Corporation (CurrentlyErnst & Young ShinNihon LLC)

Apr. 1999

Registered as certified public accountant

Oct. 2003

Director of ShinNihon Integrity Assurance
Inc. (Currently Ernst & Young SustainabilityCo., Ltd.)

Feb. 2005

Managing DirectorJune 2006

Partner of Ernst & Young ShinNihon LLC

July 2012

Senior PartnerFeb. 2016

Senior Managing Director and General
Manager of ERM Department

June 2019
Kazutaka Okubo(March 22, 1973)

President and Representative Director of
Okubo Associates Inc. (current position)

June 2019

New election
OutsideIndependent

Outside Audit & Supervisory Board Memberof SEGA SAMMY HOLDINGS INC.
(current position)

June 2019

Outside Director of Sun Frontier FudousanCo., Ltd. (current position)

Aug. 2019

Project Professor of Graduate School ofMedia and Governance of Keio University(current position)

Sept. 2019

Outside Audit & Supervisory Board Memberof BrainPad Inc. (current position)

Number of theCompany’s
shares owned– shares(Significant concurrent positions outside the Company)
President and Representative Director of Okubo Associates
Inc.
Outside Audit & Supervisory Board Member of SEGASAMMY HOLDINGS INC.
Outside Director of Sun Frontier Fudousan Co., Ltd.
Outside Audit & Supervisory Board Member of BrainPad
Inc.
Reasons for nomination as candidate for outside Director
Kazutaka Okubo is not only familiar with governance and finance from auditing experience at a major
auditing firm as a certified public accountant, but also has abundant expertise and experience in the fields ofcompliance and CSR, having served in succession as an expert committee member at various government
offices and as secretary of business circles. The Company proposes his election as outside Director because
we would like to make maximum use of his advice and recommendations based on his abundant insight toachieve our management strategies.
Notes:

1. The following have relationships of special interest in the Company among the candidates for Director.
Masatada Kobayashi is a Managing Executive Officer of Rakuten, Inc. which owns 23,797,100 shares in theCompany (17.73% of all issued shares in the Company). The Company has a business relationship mainly
concerning orders for advertising and publicity with this firm and firms in its group.
Ryuichiro Nakao is the CEO & Founder of Nakao Management Institute Inc. The Company has a business
relationship mainly concerning requests for lectures with this firm. Moreover, he is an Outside Director ofTABIKOBO Co. Ltd., with which the Company has a business relationship mainly concerning service usage.
Kazutaka Okubo is an outside Director of Sun Frontier Fudousan Co., Ltd. The Company has a business
relationship mainly concerning orders for advertising and publicity with this firm.
2. All the three candidates for Director are candidates for outside Director.
3. Ryuichiro Nakao and Kazutaka Okubo satisfy the requirements for an independent officer as provided for by Tokyo
Stock Exchange, Inc., and the Company plans to submit notification to the aforementioned exchange concerning
their appointment as independent officers if their election is approved.
4. If the election of the three candidates is approved, the Company plans to enter into a limited liability agreementwith them which limits liability for damages prescribed in Article 423, paragraph 1 of the Companies Act, pursuant
to the provisions of Article 427, paragraph 1 of the same Act. Pursuant to this agreement, the defined maximum
amount of liability for damages is the minimum liability amount provided for under Article 425, paragraph 1 ofthe same Act.

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