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 2, 2020
To our shareholders:Inoue Takashi
Representative Director
LIFULL Co., Ltd.
1-4-4 Kojimachi, Chiyoda-ku, TokyoNOTICE OF THE 26TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
We are pleased to announce the 26th Ordinary General Meeting of Shareholders of LIFULL Co., Ltd. (the“Company”), which will be held as described below.
In order to prevent the spread of the novel coronavirus (COVID-19), we strongly encourage you to exercise
your voting rights prior to the meeting in writing or online and refrain from traveling to the venue on thedate of the meeting. You will also be able to watch the meeting via Internet-based livestreaming.
We ask that you please review the attached Reference Documents for the General Meeting of Shareholders
before placing 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 bypost to reach us no later than 5:00 p.m., Tuesday, December 22, 2020 (Japan Standard Time).
If you wish to vote online:
Please access the voting website designated by the Company (https://www.web54.net) and log in with thevoting code and password on the enclosed voting form. Follow the on-screen instructions to indicate yourapproval or disapproval of the proposals no later than 5:00 p.m., Tuesday, December 22, 2020 (Japan
Standard Time).
We ask that you please check “Information on Exercising Voting Rights” described in the notice (Japaneseonly) when you vote online.

-1-1. Date and Time: Wednesday, December 23, 2020 at 10:00 a.m. (Japan Standard Time)
2. Venue:

LIFULL Conference Room 8F
1-4-4 Kojimachi, Chiyoda-ku, Tokyo

3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 26th Term (from October 1, 2019
to September 30, 2020), as well as the results of audit of the Consolidated Financial Statements
by the Accounting Auditor and the Audit & Supervisory Board

2.

Non-Consolidated Financial Statements for the 26th Term (from October 1, 2019 to September
30, 2020)

Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Election of seven (7) Directors

Proposal 3:

Election of four (4) Audit & Supervisory Board Members

4. Information on Exercising Voting Rights:
Please refer to pages 7 and 8 of the Japanese notice, “Information on Exercising Voting Rights.”
5. Decisions on the convocation of the meeting:(1) If you vote multiple times online, we shall treat your final vote as the valid one.
(2) If you vote in writing and online, we will treat your online vote as the valid one.
(3) If you wish to exercise your voting rights inconsistently on a proposal, please inform us in writing ofyour intention and the reason to do so no later than three days prior to the day of the meeting.
We may revise the above measures depending on the situation regarding the spread of COVID-19 andannouncements, etc. by the government or other institutions ahead of the meeting. In addition, we may beforced to change the venue and start time.
If there is any change in the way of operating the general meeting of shareholders, shareholders will be
informed via the Company’s website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

While the Company focuses on investments in future growth to consistently increase profits as well as
enhance and strengthen our financial structure through actively developing our businesses, we consider
returning profits to our shareholders to be one of our most important management policies.
In regard to dividends, our basic policy is to pay dividends flexibly according to our performance in eachfiscal year. If profit attributable to owners of the parent fluctuates significantly due to extraordinary factors,
we may consider that impact when determining the dividend amount.
The Company aims for a dividend payout ratio of 25% of profit attributable to owners of the parent inregard to year-end dividends for the fiscal year under review. However, because the impairment loss of¥1,619 million on goodwill of overseas businesses recorded in the fiscal year under review was an
extraordinary factor, that impact has been excluded from dividend calculations.
We calculate the dividend per share based on the number of the outstanding shares of the Company(excluding treasury shares) as of the last day of the fiscal year under review. In addition, we round off to thesecond decimal place to even more accurately calculate the dividend payout ratio of 25%.
Year-end dividends
In light of the 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 aggregate ¥5.29 per common share of the Company
amountTotal dividends: ¥697,124,738
Effective date of dividends of surplus
December 24, 2020-3-

Proposal 2:

Election of seven (7) Directors

At the conclusion of this meeting, the terms of office of all six Directors will expire. Therefore, theCompany proposes the election of seven Directors, increasing the number of Directors by one to strengthen
the management system.
The candidates for Director are as follows:
Candidate
No.

Name

1

INOUE Takashi

Representative Director, President and Managing Officer

Reelection

2

YAMADA Takashi

Director, Managing Officer, Head of AI Strategy Office,Head of LIFULL HOME’S Department Product Planning #2
Division

Reelection

3

ITO YujiManaging Officer, General Manager and Head of LIFULLHOME’S Department Management Office

New election

Position and responsibilities in the Company

Candidate
attributes

4

TAKAHASHI Masato

Outside Director

Reelection
Independent
Officer
Candidate for
Outside Director

5

KOBAYASHI Masatada

Outside Director

Reelection
Candidate for
Outside Director

Outside Director

Reelection
Independent
Officer
Candidate for
Outside Director

Outside Director

Reelection
Independent
Officer
Candidate for
Outside Director

6

7

NAKAO Ryuichiro

OKUBO Kazutaka-4-Candidate
No.

1

Name
(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1991

Joined Recruit Cosmos Co., Ltd. (currently
Cosmos Initia Co., Ltd.)

Apr. 1992

Transferred to Recruit Co., Ltd. (currently
Recruit Holdings Co., Ltd.)

July 1995

Founded Next Home Co.

Mar. 1997
INOUE Takashi(November 23, 1968)

Established the Company, Representative
Director

Mar. 2014

Representative Director of Next Wisdom
Foundation (current position)

Reelection

Oct. 2018

Representative Director, President andManaging Officer (current position)

June 2019

Representative Director of PEACE DAY(current position)

Number ofowned shares of
the Company

27,941,000
shares(Significant concurrent positions outside the Company)
Representative Director of Next Wisdom Foundation
Representative Director of PEACE DAY
Reasons for nomination as candidate for Director
Inoue Takashi is the founder of the Company and has served as CEO since founding the Company. He plays
an important role in the growth of the Group by demonstrating strong leadership in determining andimplementing management policies and business strategies with his extensive experience and knowledge on
the real estate industry and Internet services. The Company proposes his election as Director, because we
judge that we can expect him to continue contributing to sustainable improvement in corporate value of theCompany in the future.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1992

Joined Bab-Hitachi Business Corporation

Jan. 1996

Joined Eto Soft Office Ltd.

Mar. 2000

Joined the Company

Apr. 2010

Managing Officer, Deputy General Manager
of HOME’S Business Department and Headof Product Development Division

Apr. 2014

Managing Officer and General Manager of
HOME’S Business Department

June 2014

Director, Managing Officer and General
Manager of HOME’S Business Department

Apr. 2017

Director, Managing Officer, General
Manager of LIFULL HOME’S andTechnology Platform Departments
Authorized Representative of Vietnam
Creative Consulting Co., Ltd. (currently
LIFULL TECH VIETNAM COMPANY
LIMITED) (current position)

YAMADA Takashi(October 16, 1973)
Reelection
2

Oct. 2018

Director, Managing Officer, General
Manager of LIFULL Technology Platform
Department and Head of AI Strategy Office

Oct. 2019

Director, Managing Officer, Head of LIFULLHOME’S Department Product Management
Office and AI Strategy Office

Oct. 2020

Director, Managing Officer, Head of AI
Strategy Office and Head of LIFULLHOME’S Department Product Planning #2
Division (current position)

Number ofowned shares of
the Company

160,200 shares(Significant concurrent positions outside the Company)
Authorized Representative of LIFULL TECH VIETNAMCOMPANY LIMITED
Reasons for nomination as candidate for Director
Yamada Takashi has been involved in the development of our in-house services as a system engineer since hejoined the Company in March 2000. Currently, he oversees the Company’s major departments, AI Strategy
Office and Product Planning #2 Division of the LIFULL HOME’S Department. The Company proposes hiselection as Director, because we judge that we can expect him to continue contributing to the sustainableimprovement in the corporate value of the Company in the future.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 2006

Joined the Company

Apr. 2015

Managing Officer and Head of HOME’S
Business Department Rental and Sale
DivisionsApr. 2016

Managing Officer and Head of HOME’S
Business Department New UX Development
Division

ITO Yuji(November 19, 1982)

Apr. 2018

Managing Officer, Deputy General Manager
of LIFULL HOME’S Department and Headof New UX Development Division

New election

Oct. 2018

Managing Officer, Deputy General Manager
of LIFULL HOME’S Department and Headof Sale and New UX Development Divisions

Oct. 2019

Managing Officer and General Manager of
LIFULL HOME’S Department

Oct. 2020

Managing Officer, General Manager andHead of LIFULL HOME’S Department
Management Office (current position)

3

Number ofowned shares of
the Company

8,300 shares

Reasons for nomination as candidate for Director
Ito Yuji has been involved in various markets, such as those of the Rental and Sale Divisions, since he joined
the Company in April 2006. Currently, he oversees the LIFULL HOME’S Department, the core business of
the Company. The Company proposes his election as Director, because we judge that we can expect him tocontinue contributing to the sustainable improvement in the corporate value of the Company in the future.

TAKAHASHI Masato(April 24, 1959)

4

Reelection
OutsideIndependent

Apr. 1982

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

Sept. 2007

Joined Rakuten, Inc.

Oct. 2011

Managing Executive Officer

June 2013

Outside Director of the Company (current
position)Jan. 2017

Outside Director of EPARK, Inc. (current
position)

June 2018

Outside Director of WATABE WEDDINGCORPORATION (current position)
Outside Director of Fringe81 Co., Ltd.
(current position)– shares(Significant concurrent positions outside the Company)
Outside Director of EPARK, Inc.
Outside Director of WATABE WEDDING CORPORATION
Outside Director of Fringe81 Co., Ltd.
Reasons for nomination as candidate for outside Director
Takahashi Masato worked at Recruit Co., Ltd. for many years and has gained a wealth of experience in thereal estate information business as well as achievements in B-to-C and rich knowledge in the field of ecommerce. The Company proposes his election as Outside Director, because we would like to makemaximum use of his advice and recommendations based on his abundant insight to achieve our management
strategies.

-7-

Candidate
No.

Name
(Date of birth)

KOBAYASHI Masatada(June 8, 1971)

5

Reelection
OutsideCareer summary, and position and responsibilities in the
Company(Significant concurrent positions outside the Company)
Apr. 1994

Joined Dai Nippon Printing Co., Ltd.

Apr. 1997

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

Apr. 2006

Managing Executive Officer (current
position)

May 2016

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

Dec. 2019

Outside Director of the Company (current
position)

Number ofowned shares of
the Company– shares(Significant concurrent positions outside the Company)
Managing Executive Officer of Rakuten, Inc.
Reasons for nomination as candidate for outside Director
Kobayashi Masatada 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.

NAKAO Ryuichiro(May 15, 1964)
Reelection
OutsideIndependent
6

Apr. 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 of
Recruit 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)

Dec. 2019

Outside Director of the Company (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 Director
Nakao Ryuichiro worked at Recruit Holdings Co., Ltd. and its affiliates, serving in a succession of posts suchas executive and representative director, so he has expertise and experience in a wide variety of areas
including business development, marketing, organizational invigoration, KPI management, in addition to
being familiar with the housing field and technology field. 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 to achieve our management strategies.

-8-

Candidate
No.

Name
(Date of birth)

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

Joined Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)

Apr. 1999

Registered as certified public accountant

Oct. 2003

Director of ShinNihon Integrity Assurance
Inc. (currently Ernst & Young Sustainability
Co., Ltd.)

Feb. 2005

Managing Director

June 2006

Partner of Ernst & Young ShinNihon LLC

July 2012

Senior Partner

Feb. 2016

Senior Managing Director and General
Manager of ERM Department

June 2019

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

Number ofowned shares of
the Company

Outside Audit & Supervisory Board Memberof SEGA SAMMY HOLDINGS INC.
(current position)
Outside Director of Sun Frontier FudousanCo., Ltd. (current position)
OKUBO Kazutaka(March 22, 1973)
Reelection
OutsideIndependentAug. 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)

Dec. 2019

Outside Director of the Company (current
position)

Feb. 2020

Outside Director of SALA Corporation(current position)

June 2020

Outside Director of The Shoko Chukin Bank,
Ltd. (current position)

June 2020

Outside Director of Musashi Seimitsu
Industry Co., Ltd. (current position)

7

700 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.
Outside Director of SALA Corporation
Outside Director of The Shoko Chukin Bank, Ltd.
Outside Director of Musashi Seimitsu Industry Co., Ltd.
Reasons for nomination as candidate for outside Director
Okubo Kazutaka is not only familiar with governance and finance from auditing experience as a certified
public accountant at a major auditing firm, 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 candidates for Director have the following relationships of special interest in the Company:
Inoue Takashi concurrently holds the position of Commissioner of PT. LIFULL Media Indonesia. This firm andthe Company have a substantial competitive relationship.
Kobayashi Masatada is a Managing Executive Officer of Rakuten, Inc. which owns 23,797,100 shares in the
Company (18.06% of all issued shares in the Company, excluding treasury shares). The Company has a business
relationship mainly concerning orders for advertising and publicity with this firm and firms in its group.

-9-Takahashi Masato is an Outside Director of Fringe81 Co., Ltd., with which the Company has a business
relationship mainly concerning system usage.
Nakao Ryuichiro is an Outside Director of TABIKOBO Co. Ltd., with which the Company has a business
relationship mainly concerning service usage.
2. There is no special interest between any other candidates for Director and the Company.
3. Takahashi Masato, Kobayashi Masatada, Nakao Ryuichiro and Okubo Kazutaka are candidates for Outside
Director.
4. Takahashi Masato, Kobayashi Masatada, Nakao Ryuichiro and Okubo Kazutaka are currently Outside Directorsof the Company, and their terms of office as Outside Directors at the conclusion of this meeting will have been
seven years and six months for Takahashi Masato, and one year for Kobayashi Masatada, Nakao Ryuichiro andOkubo Kazutaka.
5. Takahashi Masato satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange,
Inc., and the Company plans to appoint him as an independent officer if his reelection is approved. The
Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the appointment of Nakao
Ryuichiro and Okubo Kazutaka as independent officers as provided for by the aforementioned exchange and theCompany plans to continue to appoint them as independent officers if their reelection is approved.
6. The Company’s Articles of Incorporation stipulate that the Company may enter into a limited liability agreement
which limits liability for damages prescribed in Article 423, paragraph 1 of the Companies Act, pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act, and the Company has entered into limited liability
agreements with Takahashi Masato, Kobayashi Masatada, Nakao Ryuichiro and Okubo Kazutaka. Pursuant tothis agreement, the defined maximum amount of liability for damages, if they have acted in good faith andwithout gross negligence in performing their duties, is the minimum liability amount provided for under Article
425, paragraph 1 of the Companies Act. If their reelection is approved, the Company plans to continue said
limited liability agreements with them.

- 10 -

Proposal 3:

Election of four (4) Audit & Supervisory Board Members

At the conclusion of this meeting, the terms of office of all four Audit & Supervisory Board Members will
expire. Therefore, the Company proposes the election of four Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

1

2

3

4

Name

SHISHIDO Kiyoshi

HANAI Takeshi

NAKAMORI Makiko

Position in the Company

Candidate
attributes

Outside Audit & Supervisory Board Member (full-time)

Reelection
Independent
officer
Candidate for
Outside Audit &Supervisory
Board Member

Outside Audit & Supervisory Board Member

Reelection
Independent
officer
Candidate for
Outside Audit &Supervisory
Board Member

Outside Audit & Supervisory Board Member

Reelection
Independent
officer
Candidate for
Outside Audit &Supervisory
Board Member

MATSUSHIMA Kie–- 11 -New election
Candidate for
Outside Audit &Supervisory
Board Member

Candidate
No.

Name
(Date of birth)

SHISHIDO Kiyoshi(December 24, 1956)

1

Reelection
OutsideIndependent

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1980

Joined Mitsubishi Corporation

Jan. 1998

General Manager of Motor Vehicle Dept. of
Mitsubishi International Steel Inc. (U.S.)

Mar. 2006

Chief Executive Officer of Vitamin C60
BioResearch Corporation

May 2007

Specially Appointed Professor of Tokyo
Institute of Technology

Aug. 2007

General Manager of Technology & Business
Development Dept., Mitsubishi Corporation

Jan. 2011

Member of the Board and Executive Officer
in charge of Strategy Planning of Trility Pty
Ltd (Australia)

Apr. 2016

General Manager in charge of audits of
Global Environmental & Infrastructure
Business Group of Mitsubishi Corporation

June 2016

Outside Audit & Supervisory Board Memberof the Company (full-time) (current position)

Number ofowned shares of
the Company

4,100 shares

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Shishido Kiyoshi has many years of experience working in the general trading company industry at
Mitsubishi Corporation and has served as a director at affiliated companies in that group. The Company
proposes his election as Outside Audit & Supervisory Board Member, because we would like to use his
wealth of knowledge and experience as a corporate manager cultivated throughout his career in ourmanagement oversight and auditing.

- 12 -

Candidate
No.

Name
(Date of birth)

HANAI Takeshi(October 16, 1954)

2

Reelection
OutsideIndependent

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1977

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)

Apr. 2004

Executive Officer and General Manager of
Shanghai BranchMar. 2006

Managing Executive Officer and Head of
Asia & Oceania

June 2007

Chairman of Mizuho Corporate Bank
(China), Ltd. (currently Mizuho Bank, Ltd.)

Apr. 2009

Director

May 2009

Managing Executive Officer of Rakuten, Inc.

June 2009

Corporate Auditor of eBANK Corporation(currently Rakuten Bank, Ltd.)

Sept. 2009

Director of Rakuten Securities, Inc.

Jan. 2010

Director of bitWallet Inc. (currently Rakuten
Edy Inc.)Mar. 2010

Director and Managing Executive Officer of
Rakuten, Inc.

June 2010

Director of Rakuten Bank, Ltd.

Sept. 2010

Director of Airio Life Insurance Co., Ltd.

Mar. 2011

Director of Rakuten KC Co., Ltd. (currently
Rakuten Card Co., Ltd.)
Director of Rakuten Insurance Planning, Co.,
Ltd.

Aug. 2011

Adviser of Kowa Real Estate Co., Ltd.
(currently Nippon Steel Kowa Real EstateCo., Ltd.)

Aug. 2012

Adviser of The Senshu Ikeda Bank, Ltd.
Adviser of Corporate Directions, Inc.
(current position)

June 2013

Outside Audit & Supervisory Board Memberof the Company (current position)

June 2014

Outside Director of ASICS Corporation
Outside Director of Maruwn Corporation

June 2015

Outside Director of Nippon Seisen Co., Ltd.
(current position)

June 2017

Outside Director of TATSUTA Electric Wire
and Cable Co., Ltd. (current position)

June 2020

Outside Director of geechs inc. (current
position)

Number ofowned shares of
the Company

1,000 shares(Significant concurrent positions outside the Company)
Outside Director of Nippon Seisen Co., Ltd.
Outside Director of TATSUTA Electric Wire and Cable Co.,Ltd.
Outside Director of geechs inc.
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Hanai Takeshi has many years of experience working in the finance industry and has also served as the
director and audit & supervisory board member of affiliated companies in the Rakuten Group. The Company
proposes his election as Outside Audit & Supervisory Board Member to make use of his wealth of financial
insight and insight as a company manager cultivated throughout his career in our management oversight andauditing.

- 13 -

Candidate
No.

Name
(Date of birth)

NAKAMORI Makiko(August 18, 1963)

3

Reelection
OutsideIndependent

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1987

Joined Nippon Telegraph And Telephone
Corporation

Oct. 1991

Joined Inoue Saito Eiwa Audit Corporation(currently KPMG AZSA LLC)

Apr. 1996

Registered as certified public accountant

July 1997

Representative Director of Nakamori CPA
offices (current position)

Aug. 2000

Outside Audit & Supervisory Board Memberof Oracle Corporation Japan

Dec. 2006

Outside Auditor of istyle Inc.

Aug. 2008

Outside Director of Oracle Corporation Japan

Sept. 2011

Outside Audit & Supervisory Board Memberof the Jade Group K.K. (currently Locondo,
Inc.)

Dec. 2011

Outside Audit & Supervisory Board Memberof M&A Capital Partners Co., Ltd. (current
position)

June 2013

Outside Director of ITOCHU TechnoSolutions Corporation
Outside Audit & Supervisory Board Memberof the Company (current position)

Nov. 2015

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

June 2019

Outside Member of the Board of ITOCHU
Corporation (current position)

Number ofowned shares of
the Company– shares(Significant concurrent positions outside the Company)
Representative Director of Nakamori CPA offices
Outside Audit & Supervisory Board Member of M&A
Capital Partners Co., Ltd.
Outside Audit & Supervisory Board Member of TeamSpirit
Inc.
Outside Member of the Board of ITOCHU Corporation
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Although Nakamori Makiko has not been involved with corporate management other than as an outside
officer, she has considerable knowledge on financial affairs and accounting as a certified public accountant.
The Company proposes her election as Outside Audit & Supervisory Board Member to make use of her
wealth of expertise and auditor experience in our management oversight and auditing.

- 14 -

Candidate
No.

Name
(Date of birth)

MATSUSHIMA Kie(August 2, 1975)

4

New election
OutsideCareer summary and position in the Company(Significant concurrent positions outside the Company)
Oct. 2001

Registered with Tokyo Bar Association
Associate of Tokiwa Law Office

Apr. 2005

Technical Cooperation Expert Development
Trainee of Japan International Cooperation
Agency (Training in International
Cooperation Department of Research andTraining Institute, Ministry of Justice)Jan. 2006

Long-Term Expert in Uzbekistan of Japan
International Cooperation Agency

June 2010

Senior Consultant ofPricewaterhouseCoopers Russia B.V.

Oct. 2014

Manager of PricewaterhouseCoopers Russia
B.V.

Jan. 2015

Manager of PricewaterhouseCoopers
Advisory LLC

Apr. 2017

Associate of Anderson Mori & Tomotsune
LPC (current position)

Apr. 2019

Outside Auditor of THE KAGOSHIMABANK, LTD. (current position)

Number ofowned shares of
the Company– shares(Significant concurrent positions outside the Company)
Associate of Anderson Mori & Tomotsune LPC
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Although Matsushima Kie has not been involved with corporate management other than as an outside officer,
she has considerable experience and broad insight as an attorney-at-law. The Company proposes her election
as outside Audit & Supervisory Board Member to make use of her wealth of experience and insight in ourmanagement oversight and auditing.
Notes:

1. Each Audit & Supervisory Board Member candidate is a candidate for Outside Audit & Supervisory Board
Member.
2. The candidates for Audit & Supervisory Board Member have the following relationships of special interest in the
Company:
Nakamori Makiko is an Outside Audit & Supervisory Board Member of TeamSpirit Inc., with which theCompany has a business relationship mainly concerning system usage.
Matsushima Kie is an Associate of Anderson Mori & Tomotsune LPC, with which the Company has a business
relationship mainly concerning the provision of services.
3. There is no special interest between any other candidates for Audit & Supervisory Board Member and theCompany.
4. Shishido Kiyoshi, Hanai Takeshi and Nakamori Makiko are currently Audit & Supervisory Board Members of
the Company, and their terms of office as Audit & Supervisory Board Members at the conclusion of this meeting
will have been four years and six months for Shishido Kiyoshi, and seven years and six months for Hanai
Takeshi and Nakamori Makiko.
5. The Company has appointed Shishido Kiyoshi, Hanai Takeshi and Nakamori Makiko as independent officers asprovided for by Tokyo Stock Exchange, Inc., and has submitted the notification to the aforementioned exchange.
The Company plans to continue to appoint them as independent officers if their reelection is approved.
6. The Company’s Articles of Incorporation stipulate that the Company may enter into a limited liability agreement
which limits liability for damages prescribed in Article 423, paragraph 1 of the Companies Act, pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act, and the Company has entered into limited liability
agreements with Shishido Kiyoshi, Hanai Takeshi and Nakamori Makiko. Pursuant to this agreement, thedefined maximum amount of liability for damages, if they have acted in good faith and without gross negligencein performing their duties, is the minimum liability amount provided for under Article 425, paragraph 1 of theCompanies Act. If their reelection is approved, the Company plans to continue said limited liability agreementswith them. If the election of Matsushima Kie is approved, the Company also plans to enter into a limited liability
agreement with the same content with her.

- 15 -