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 Code: 4819
June 4, 2018
To Our Shareholders:
Kaoru Hayashi, Representative Director

Digital Garage, Inc.
3-5-7 Ebisu Minami, Shibuya-ku, Tokyo

Notice of the 23rd Ordinary Shareholders’ General Meeting
You are cordially invited to attend the 23rd Ordinary Shareholders’ General Meeting of Digital Garage,
Inc. (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by either ofthe following methods. Please review the attached Reference Documents for the Shareholders’
General Meeting and exercise your voting rights.
[Exercising your voting rights in writing]
Please indicate your approval or disapproval for each proposal on the enclosed voting card, and post it soas to arrive no later than 6:30 p.m. on Thursday, June 21, 2018 (JST).
[Exercising your voting rights on the Internet]
Please access to the Website for Exercising Voting Rights designated by the Company(https://www.web54.net/) and enter your approval or disapproval for each proposal to exercise your voting
rights by no later than 6:30 p.m. on Thursday, June 21, 2018 (JST).

-1-1. Date and Time:

Friday, June 22, 2018, at 10:00 a.m.
Please note that the meeting will be held at a different time this year.

2. Venue:

Tower Hall, Roppongi Forum, Academy Hills, Roppongi Hills Mori Tower 49F
6-10-1 Roppongi, Minato-ku, Tokyo
Please note that the meeting will be held at a different venue this year.

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 23rd
fiscal year (from April 1, 2017 to March 31, 2018), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee
2. The Non-consolidated Financial Statements for the 23rd fiscal year (from April
1, 2017 to March 31, 2018)
Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Election of Nine (9) Directors who are not Audit and Supervisory Committee
Members
Proposal No. 3: Election of Four (4) Directors who are Audit and Supervisory Committee
Members

1. If any changes are made to items in the reference documents for the shareholders’ general meeting and the business
report, or to non-consolidated financial statements and consolidated financial statements, such changes will be posted on
the Company’s website (http://www.garage.co.jp/ja/ir/).
2. When you attend the meeting, you are kindly requested to present the enclosed voting card at the reception.

-2-

Reference Documents for the Shareholders’ General Meeting
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company views shareholder returns as one of its principal management concerns. Decisions about
dividends are based on considerations of factors such as financial condition, business performance outlook
and future funding needs.
The Company plans to use internal reserves to further reinforce its financial position and to effectively
expand its business in the future through investment, business alliances and other means.
The Company, taking into account factors such as operating results for the fiscal year under review andfuture business development, proposes to pay dividends of surplus (year-end dividends) for the 23rd fiscal
year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property
and aggregate amount thereof:¥24 per common share of the Company¥1,132,535,496 in total

Effective date of dividends of surplus:

Monday, June 25, 2018-3-

Proposal No. 2: Election of Nine (9) Directors who are not Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all nine (9) Directors who are not Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect nine (9) Directors who are not Audit and Supervisory Committee Members.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
Candidate
No.

Kaoru Hayashi(December 26, 1959)

1
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Number of the Company’s
Shares Owned:
6,812,200 shares

Apr.

1983

Representative Director, From Garage, Inc.

June

1988

Representative Director, Studio Garage, Inc.

Aug.

1995

Founded the Company
Representative Director, the Company

Dec.

1996

Representative Director, K Garage, Inc. (now Representative
Partner, K Garage, G.K.) (current position)

Feb.

2003

Representative Director, Creative Garage, Inc.

June

2003

Chairman and Director, Kakaku.com, Inc. (current position)

Sept.

2004

Representative Director and Chairman, Ibex & rims, Inc.

Nov.

2004

Representative Director, President and Group CEO, theCompany

June

2011

Director and Chairman, DG Communications Co., Ltd.
(current position)

June

2012

Director, Monex Group, Inc.

Apr.

2013

Director, NaviPlus Co., Ltd. (current position)

Aug.

2013

Director, Dentsu ScienceJam Inc. (current position)

Oct.

2013

Director and Chairman, VeriTrans Inc. (current position)

Oct.

2013

Director and Chairman, ECONTEXT, INC. (current position)

Nov.

2013

Director, New Context Services, Inc.

Oct.

2015

Director President & Chairman, econtext Asia Limited (current
position)

June

2016

Director, Credit Saison Co., Ltd. (current position)

July

2016

Director Chairman & CEO, Digital Garage US, Inc. (current
position)

July

2016

Director, DG Daiwa Ventures, Inc. (current position)

Sept.

2016

Director, DG Technologies, Inc. (current position)

Sept.

2016

Representative Director, Chairman and CEO, BI. Garage, Inc.
(current position)

Sept.

2016

Representative Director, President Executive Officer andGroup CEO, the Company (current position)

May

2017

Representative Director, Chairman and President, DG
Incubation, Inc. (current position)

Reason for the nomination as candidate for Director
Having paid particular attention to the potential of the Internet service in Japan from its predawn era, Kaoru
Hayashi, as founding business manager of the Company, has created new Internet businesses since founding
the Company in 1995. In addition, he has driven the Group business management and contributed to
expansion of the business, leveraging his wealth of insights about overall Internet business. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

-4-Candidate
No.

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Apr.

Makoto Soda
(June 30, 1963)

1986

Joined Universal Securities Co., Ltd. (now Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.)

June

1994

Joined Dresdner Kleinwort Benson Securities, Ltd.

June

1997

Joined Daiwa Institute of Research Ltd.

Apr.

2000

Joined Monex Securities Inc.

Mar.

2007

Joined the Company
Executive Officer, in charge of the Corporate Strategy
Division, the Company

Oct.

2008

Senior Operating Officer, the Company

June

2009

Director, DG Incubation, Inc. (current position)

Sept.

2009

Director, Head of Group CEO Office, the Company

July

2011

Director, Head of Corporate Strategy Division, the Company

Jan.

2012

Director, in charge of the Corporate Strategy Division, theCompany

2

June

2012

Director, VeriTrans Inc.

Reelection

Aug.

2012

CFO, Digital Garage US, Inc.

Sept.

2016

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, and in charge of the Media Incubation
Segment, the Company

June

2017

Director, econtext Asia Limited (current position)

Apr.

2018

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, Head of Corporate Strategy Department,
and in charge of the Long-term Incubation Segment, theCompany (current position)

Number of the Company’s
Shares Owned:
11,600 shares

Reason for the nomination as candidate for Director
Since joining the Company, Makoto Soda has been engaged in primarily corporate planning, finance, andinvestor relations, in his capacities as Director in charge of the Corporate Strategy Division and directors of
the Group companies. In addition, he has contributed to strengthening of the financial base and expansion of
the Group through M&As by reflecting his wealth of experience and expertise in overall business
management and financial matters. The Company therefore expects him to continue appropriately overseeing
business operation of the Company and driving its medium- to long-term growth strategy, and nominated him
as a candidate for Director.

-5-Candidate
No.

Keizo Odori(May 10, 1970)

3
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Number of the Company’s
Shares Owned:
11,000 shares

Apr.

2000

Joined Faith, Inc.

June

2005

Director, Faith, Inc.

Mar.

2006

Representative Director and President, GIGA NETWORKS,
INC. (now Faith Wonderworks, Inc.)

Aug.

2010

Adviser, the Company

Aug.

2010

Representative Director and President, DG Mobile, Inc.

Sept.

2010

Director, the Company

Apr.

2012

Director, VeriTrans Inc. (current position)

Apr.

2012

Director, NaviPlus Co., Ltd. (current position)

Sept.

2012

Director, in charge of the Payment Segment (now the Financial
Technology Segment), the Company

Sept.

2012

Director, econtext Asia Limited (current position)

Oct.

2013

Representative Director and President, Econtext, Inc. (current
position)

Sept.

2015

Director, DG Incubation, Inc. (current position)

Oct.

2015

Director, iRidge, Inc. (current position)

July

2016

Representative Director, DG Daiwa Ventures, Inc. (current
position)

Aug.

2016

Representative Director and President, DK Media, Inc.
(current position)

Sept.

2016

Director, DG Technologies, Inc. (current position)

Sept.

2016

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, the Company

June

2017

Representative Director and President, DK Gate, Inc. (current
position)

May

2018

Director, Senior Executive Officer, in charge of the Financial
Technology Segment and Head of Media Development Office,
the Company (current position)

Reason for the nomination as candidate for Director
Since joining the Company, Keizo Odori has been engaged primarily in the online settlement business, in his
capacities as Director in charge of the Financial Technology Segment and directors of the Group companies.
In addition, he has contributed to growth of the business by strengthening the revenue base, managing theoperation and implementing reorganization, by reflecting his wealth of experience in operational management.
The Company therefore expects him to continue appropriately overseeing business operation of the Company
and driving its medium- to long-term growth strategy, and nominated him as a candidate for Director.

-6-

Candidate
No.

Masashi Tanaka(October 27, 1975)
Number of the Company’s
Shares Owned:
18,300 shares
4
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Apr.

1998

Joined Nippon Information and Communication Corporation

Aug.

2001

Joined the Company

July

2006

Director, DG&Ibex Company

Oct.

2008

Senior Operating Officer, Executive Vice President of
DG&Ibex Company, a member of the Group CEO Office, andDirector of econtext Company, the Company

Jan.

2011

Senior Operating Officer, Head of Hybrid Solution Planning
Office, Executive Vice President of DG&Ibex Company, andExecutive Vice President of econtext Company, the Company

Apr.

2012

Director, VeriTrans Inc.

Apr.

2012

Director, NaviPlus Co., Ltd.

Sept.

2012

Director, Head of Corporate Strategy Division and Executive
Vice President of DG&Ibex Company, the Company

June

2014

Director, Head of Corporate Strategy Division, Head ofGeneral Affairs & Personnel Department, and Executive Vice
President of DG&Ibex Company, the Company

July

2015

Director, Head of Corporate Strategy Division, Head ofGeneral Affairs Department, in charge of the Media Incubation
Segment, and Executive Vice President of MarketingTechnology Company, the Company

July

2016

Director, in charge of DG Lab, Head of Corporate Strategy
Division, Head of General Affairs Department, and in chargeof the Media Incubation Segment, the Company

July

2016

Director President, Digital Garage US, Inc. (current position)

Sept.

2016

Representative Director, DG Technologies, Inc. (current
position)

Sept.

2016

Director, Senior Executive Officer, in charge of DG Lab, Headof Corporate Strategy Division, and Head of General Affairs
Department, the Company

Apr.

2017

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and Head ofCorporate Strategy Division, the Company

May

2017

Director, Vice President and COO, DG Incubation, Inc.
(current position)

June

2017

Director, DK Gate, Inc. (current position)

June

2017

Director, Senior Executive Officer, in charge of DG Lab and in
charge of the Incubation Technology Segment, the Company

May

2018

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and in chargeof the Group CEO Division, the Company (current position)

Reason for the nomination as candidate for Director
Since joining the Company, Masashi Tanaka has been engaged primarily in the marketing business andbusiness administration of the overall Group, in his capacities as directors of the Group companies and Headof Corporate Strategy Division. In addition, he has contributed to business expansion of the Group andefficiency improvement of the business management based on his in-depth understanding on the overall
Group business operation. The Company therefore expects him to continue appropriately overseeing business
operation of the Company and driving its medium- to long-term growth strategy, and nominated him as a
candidate for Director.

-7-

Candidate
No.

Hideo Edasawa(January 1, 1962)

5
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Apr.

1984

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

Oct.

1999

Joined the Company

Sept.

2002

Director, the Company

Jan.

2003

Director and Vice President, ALC PRESS INC.

Sept.

2004

Auditor, Ibex&rims, Inc.

Oct.

2004

Auditor, Creative Garage, Inc.

Jan.

2006

Representative Director, DG Asset Management Inc.

June

2009

President, DG Communications Co., Ltd.

May

2017

Joined the Company
Executive Officer, responsible for the Marketing Technology
Segment, President of Marketing Technology Company,
Chairman of Business Design Company, and responsible for
the Asset Management, Group CEO Office

June

2017

Director, Senior Executive Officer, in charge of the MarketingTechnology Segment, President of Marketing Technology
Company, Chairman of Business Design Company, andresponsible for the Asset Management, Group CEO Office, theCompany

May

2018

Director, Senior Executive Officer, in charge of MarketingTechnology Segment, President of Marketing Technology
Company, and Chairman of Business Design Company, theCompany (current position)

Number of the Company’s
Shares Owned:
75,500 shares

Reason for the nomination as candidate for Director
Hideo Edasawa, in addition to his experience engaging in business administration in his capacities as Directorof the Company and as directors of the Group companies, has engaged primarily in managing the marketingbusiness with a focus on real estate domain. The Company therefore expects him, utilizing his experience up
to this point, to appropriately oversee business operation of the Company and drive the medium- to long-term
growth strategy for the marketing technology business, and nominated him as a candidate for Director.

-8-

Candidate
No.

Joichi Ito(June 19, 1966)

6

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Number of the Company’s
Shares Owned:
20,000 shares

Reelection

Apr.

1994

Representative Director, Ecosys Ltd.

Aug.

1995

Founded the Company
Representative Director, the Company

June

1999

Director, the Company

June

1999

Representative Director and Chairman, Infoseek Corporation

Dec.

1999

Representative Director and President, Neoteny Co., Ltd.

Sept.

2000

Representative Director, Cura Co., Ltd.

June

2002

Director, PIA Corporation

Dec.

2004

Adviser, the Company

Jan.

2005

Director, Technorati Japan, Inc.

Nov.

2005

Director, Mozilla Japan, a Middle-natured Corporation with
the Limited Liability

Aug.

2006

Director, CGM Marketing, Inc. (now BI. Garage, Inc.) (current
position)

Sept.

2006

Director, the Company (current position)

June

2009

Director, Culture Convenience Club Co., Ltd. (current
position)

Apr.

2011

Director, Massachusetts Institute of Technology (MIT) MediaLab (current position)

July

2011

Director, Digital Garage US, Inc.

June

2012

Director, The New York Times Company (current position)

June

2013

Director, Sony Corporation

Reason for the nomination as candidate for Director
Joichi Ito has been engaged in a number of Internet businesses, leading penetration of Internet in Japan andco-founding the Company. He has also contributed to business expansion of the Group by leveraging his
broad experience in Internet company management and engagement as venture capitalist. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

Kenji Fujiwara(September 25, 1946)
Number of the Company’s
Shares Owned:
21,800 shares
7
Reelection

Apr.

1969

Joined Shufu-no-mise Daiei, Inc. (now The Daiei, Inc.)

May

1993

Director, Shufu-no-mise Daiei, Inc.

June

1994

Representative Director & President, Daiei Convenience
Systems, Co. Ltd. (now Lawson, Inc.)

May

2000

Director, President & Chairman, former Econtext, Inc.

May

2002

Chairman and Representative Director, Daiei Convenience
Systems Co., Ltd. (now Lawson, Inc.)

June

2003

President, Representative Director, FANCL CORPORATION

Mar.

2007

Chairman, Representative Director, FANCL CORPORATION

Jan.

2008

Director and Chairman, ThreeWin Co. Ltd.

July

2008

Director, SBS Corporation

Sept.

2008

Outside Director, the Company (current position)

June

2009

Director, Kakaku.com, Inc. (current position)

June

2015

Outside Director, SUNDRUG CO. LTD. (current position)

Reason for the nomination as candidate for Outside Director
Kenji Fujiwara has experience as business manager gained through the positions as President and Chairman of
Daiei Convenience Systems, Co. Ltd. (now Lawson, Inc.) and other important posts at listed companies. As
Outside Director of the Company, he has provided us with valuable opinions and suggestions concerningbusiness management of the Company from a holistic perspective based on his wealth of experience asbusiness manager. The Company therefore expects him to continue contributing to appropriate oversight ofbusiness operation of the Company, and nominated him as a candidate for Outside Director who is not an
Audit and Supervisory Committee Member.

-9-Candidate
No.

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Emi Omura(September 2, 1976)
Number of the Company’s
Shares Owned:– shares
8

Oct.

2002

Admitted to practice law in Japan (Tokyo Bar Association)

July

2008

Partner, Athena Law Office (current position)

Mar.

2009

Temporary Employee, the Office of International Affairs,
Japan Federation of Bar Associations

Sept.

2010

Associate Expert, International Labour Office in Geneva, theInternational Labour Organization (ILO)

Oct.

2013

Deputy Director, the Office of International Affairs, Japan
Federation of Bar Associations

Jan.

2014

Director, the Office of International Affairs, Japan Federationof Bar Associations

Sept.

2014

Outside Director, the Company (current position)

Reelection

Reason for the nomination as candidate for Outside Director
Although Emi Omura has not been involved in corporate management other than having served as an outside
officer, she has experience in global work environment through her post at an international institution in
addition to her wealth of experience and expertise as attorney-at-law. As Outside Director of the Company,
she has provided us with valuable opinions and suggestions concerning business management of the Company
from a broader perspective. The Company therefore expects her to continue contributing to appropriate
oversight of business operation of the Company, and nominated her as a candidate for Outside Director who is
not an Audit and Supervisory Committee Member.

9
New election

Apr. 1999

Joined Mitsubishi Corporation

Mar. 2011

Joined FAST RETAILING CO., LTD.

Dec. 2015

Vice President, UNIQLO USA LLC

Masahito Okuma(Oct. 24, 1975)

Nov. 2016

Joined the Company

Apr. 2017

Executive Officer and COO of DG Lab, the Company

Number of the Company’s
Shares Owned:
3,300 shares

May 2017

Director, DG Incubation, Inc. (current position)

Dec. 2017

Director COO, Digital Garage US, Inc. (current position)

Apr. 2018

Executive Officer and COO of DG Lab, the Company

May 2018

Executive Officer, COO of DG Lab, Head of Group CEO
Division, and Head of Business Innovation Department, GroupCEO Division, the Company (current position)

Reason for the nomination as candidate for Outside Director
Masahito Okuma joined the Company after working at a major general trading company and a major apparelmaker. Since then, taking advantage of his previous experience at business corporations, he has put effort into
not only the development of next-generation business but also global alliances, mainly while serving as the
COO of DG Lab, an R&D organization. The Company therefore believes that he will promote the appropriate
supervision of its business operations, the development of new business, and global alliances, and that he willcontribute to improving value over the medium- to long-term. Accordingly, the Company nominated him as a
candidate for Director.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director, Chairman andCEO, of BI. Garage, Inc., which is a subsidiary of the Company. The Company has a business
relationship with BI. Garage, Inc. concerning (i) outsourcing service for administrative work of BI.
Garage, Inc., (ii) office leasing, (iii) office equipment leasing at BI. Garage, Inc., (iv) secondment of theCompany’s employees to BI. Garage, Inc., (v) business transactions.
*2 Candidate for Director Keizo Odori serves concurrently as Representative Director of DG Daiwa
Ventures, Inc., which is an affiliate of the Company. The Company has a business relationship with DG
Daiwa Ventures, Inc. concerning (i) outsourcing service for administrative work of DG Daiwa Ventures,Inc., (ii) office leasing, (iii) office equipment leasing at DG Daiwa Ventures, Inc., (iv) secondment of
the Company’s employees to DG Daiwa Ventures, Inc.
Keizo Odori also serves concurrently as Representative Director and President of DK Media, Inc.,
which is an affiliate of the Company. The Company has a business relationship with DK Media, Inc.
concerning (i) outsourcing service for administrative work of DK Media, Inc., (ii) office leasing, (iii)
office equipment leasing at DK Media, Inc., (iv) secondment of the Company’s employees to DKMedia, Inc., (v) business transactions.

- 10 -

Keizo Odori also serves concurrently as Representative Director and President of DK Gate, Inc., which
is a subsidiary of the Company. The Company has a business relationship with DK Gate, Inc.
concerning (i) outsourcing service for administrative work of DK Gate, Inc., (ii) secondment of theCompany’s employees to DK Gate, Inc.
*3 Candidate for Director Masashi Tanaka serves concurrently as Representative Director of DG
Technologies, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith DG Technologies, Inc. concerning (i) outsourcing service for administrative work of DG
Technologies, Inc., (ii) office leasing, (iii) office equipment leasing at DG Technologies, Inc., (iv)secondment of the Company’s employees to DG Technologies, Inc.
*4 There is no special interest between any other candidates for Directors and the Company.
*5 Candidate for Director Kenji Fujiwara is a candidate for Outside Director. At the conclusion of thismeeting, his tenure as Outside Director of the Company will have been nine (9) years and nine (9)months.
Kenji Fujiwara is serving as a person executing business in Kakaku.com, Inc., which is a specified
affiliated business operator for the Company. Kakaku.com, Inc., which is an affiliate of the Company,
has a business relationship with the Company. In the fiscal year ended March 31, 2018, the value ofbusiness transactions between the Company and Kakaku.com, Inc. was as low as less than 3% of theconsolidated net sales of the Company as well as that of the Kakaku.com, Inc. Consequently, theCompany has determined that Kenji Fujiwara is sufficiently independent to fulfill his role as Director.
*6 Candidate for Director Emi Omura is a candidate for Outside Director. At the conclusion of thismeeting, her tenure as Outside Director of the Company will have been three (3) years and nine (9)months.
*7 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter
into an agreement with Directors (excluding Executive Directors, etc.) to limit their liability fordamages to the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Kenji Fujiwara and Emi Omura to limit their
liability for damages. If the Proposal No. 2 is approved, the Company plans to renew the agreementwith them.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith andwithout gross negligence in performing the duties giving rise to said liabilities.
*8 The Company has designated candidates for Directors Kenji Fujiwara and Emi Omura as independent
officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified therein. If they
are reelected, the Company plans to continue their independent officer designation.

- 11 -

Proposal No. 3: Election of Four (4) Directors who are Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of four (4) Directors who are Audit andSupervisory Committee Members Hitoshi Ushiku, Makoto Sakai, Junji Inoue, and Koji Makino will expire.
At this juncture, the Company proposes to elect four (4) Directors who are Audit and Supervisory
Committee Members.
The consent of the Audit and Supervisory Committee for this proposal has been obtained.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
CandidateNo.

Makoto Sakai(February 21, 1957)
Number of the Company’s
Shares Owned:
1,000 shares
1

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Apr.

1986

Apr.

1988

Admitted to practice law in Japan (Nagoya Bar Association)
Registered to the Tokyo Bar Association

Aug.

2000

Established the Sakai Makoto Law Office

June

2001

Corporate Auditor, Oak Capital Corporation (current position)

Mar.

2005

Established the Sirius Law Office (currently in operation)

Sept.

2010

Outside Auditor, the Company

Sept.

2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Reelection

Reason for the nomination as candidate for Outside Director
Although Makoto Sakai has not been involved in corporate management other than having served as an
outside officer, he has considerable experience and expertise as attorney-at-law. As Outside Auditor andOutside Director who is an Audit and Supervisory Committee Member of the Company, he has provided us
with valuable opinions and suggestions concerning business management of the Company from the legal
perspective. The Company therefore expects him to continue contributing to appropriate oversight of business
operation of the Company and ensuring its sound business management, and nominated him as a candidate for
Outside Director who is an Audit and Supervisory Committee Member.

2
Reelection

Apr.

1974

Joined Mitsubishi Corporation

June

1993

Chief of Palo Alto Office, Mitsubishi International Corporation
Established MC Silicon Valley
President, MC Silicon Valley

Mar.

2000

Senior Vice President and General Manager, eCommerce
Department, iMIC Division, Mitsubishi International
Corporation

Apr.

2003

Executive Officer, Mitsubishi Corporation

June
Junji Inoue
Mar.
(Sept. 18, 1949)
June
Number of the Company’s
Apr.
Shares Owned:– shares
Apr.

2003

Director, Executive Officer & President, IT Frontier Corp.

2005

Representative Director and President, IT Frontier Corp.

2007

Director, eAccess Ltd.

2009

Representative Director & Chairman, CEO and CTO, IT
Frontier Corp.

2011

Adviser, IT Frontier Corp.

Apr.

2012

Adviser, Bewith, Inc. (current position)

June

2012

Executive Managing Director, Remote Sensing Technology
Center of Japan (current position)

Sept.

2012

Outside Auditor, the Company

July

2016

Adviser, Takasago Thermal Engineering Co., Ltd. (current
position)

Sept.

2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Reason for the nomination as candidate for Outside Director
Junji Inoue has a wealth of overseas business experience, and as Outside Auditor and Outside Director who is
an Audit and Supervisory Committee Member of the Company, he has provided us with valuable opinions andsuggestions concerning business management of the Company from a global perspective. The Company
therefore expects him to continue contributing to appropriate oversight of business operation of the Company
and ensuring its sound business management, and nominated him as a candidate for Outside Director who is
an Audit and Supervisory Committee Member.

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Candidate
No.

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Oct.

3

1988

Joined KPMG Minato Audit Firm (now KPMG AZSA LLC)
Tokyo Office

Aug.

1992

Became a Certified Public Accountant

Aug.

1997

Manager, KPMG Melbourne Office

Sept.

2000

Century Ota Showa & Co. (now KPMG AZSA LLC) Tokyo
OfficeSept. 2001
Koji Makino
Oct. 2001(October 7, 1966)
July 2003
Number of the Company’s
Jan. 2006
Shares Owned:
800 sharesFeb. 2009

Reelection

Joined Dan Consulting Co., Ltd.
Became a Certified Public Tax Accountant
Director, Dan Consulting Co., Ltd.
Established and Representative, Makino Koji Certified Public
Accountant Office (current position)
Director, BE1 Accounting Office (current position)

Sept.

2012

Outside Auditor, the Company

June

2013

Outside Auditor, Inageya Co., Ltd. (current position)

Dec.

2015

Outside Auditor, Obara Group Inc.

Sept.

2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Dec.

2017

Outside Director, Obara Group Inc. (current position)

Reason for the nomination as candidate for Outside Director
Although Koji Makino has not been involved in corporate management other than having served as an outside
officer, he has a wealth of experience and expertise as certified public accountant and consultant. As Outside
Auditor and Outside Director who is an Audit and Supervisory Committee Member of the Company, he has
provided us with valuable opinions and suggestions concerning business management of the Company fromthe accounting and taxation perspective. The Company therefore expects him to continue contributing toappropriate oversight of business operation of the Company and ensuring its sound business management, andnominated him as a candidate for Outside Director who is an Audit and Supervisory Committee Member.
Feb.

1979

Representative Director, Dude, Co., Ltd. (current position)

July

1994

Director, Studio Garage, Inc.

Dec.

1995

Director, the Company

Dec.

2004

Representative Director and President, Creative Garage, Inc.

Mar.

2011

Representative Director and President, DG Incubation, Inc.

July

2011

Director and COO, the Company

Sept.

2012

Director and Vice President, in charge of the Incubation
Segment (now the Incubation Technology Segment), theCompany

Number of the Company’s July
Shares Owned:
June404,400 shares
Aug.

2013

Director, Digital Garage US, Inc. (current position)

Yasuyuki Rokuyata(April 5, 1956)

4
New election

2015

Representative Director and President, DK Gate, Inc.

2015

Director, econtext Asia Limited

Aug.

2016

Director, DK Media, Inc.

Sept.

2016

Director, Vice President Executive Officer, and in charge of the
Incubation Technology Segment, the Company

Nov.

2016

Director, DG Communications Co., Ltd. (current position)

Apr.

2017

Director, Vice President Executive Officer, the Company(current position)

Reason for the nomination as candidate for Director
Yasuyuki Rokuyata has been active in the business management of the Company since its foundation, and has
been engaged in the overall businesses of the Group, centering on incubation business in his capacities as Vice
President of the Company and directors of the Group companies. The Company therefore expects him tocontribute to appropriate oversight of business operation of the Company and ensuring its sound business
management by leveraging his extensive experience in business management, and nominated him as a
candidate for Director who is an Audit and Supervisory Committee Member.

*1 Makoto Sakai is a candidate for Outside Director. He is currently an Outside Director who is an Audit
and Supervisory Committee Member of the Company. At the conclusion of this Ordinary Shareholders’- 13 -

General Meeting, he will have been in the post for one year and nine months. Including his time as an
Outside Auditor, Makoto Sakai’s total length of service will amount to seven years and nine months.
*2 Junji Inoue is a candidate for Outside Director. He is currently an Outside Director who is an Audit andSupervisory Committee Member of the Company. At the conclusion of this Ordinary Shareholders’
General Meeting, he will have been in the post for one year and nine months. Including his time as an
Outside Auditor, Junji Inoue’s total length of service will amount to five years and nine months.
*3 Koji Makino is a candidate for Outside Director. He is currently an Outside Director who is an Audit
and Supervisory Committee Member of the Company. At the conclusion of this Ordinary Shareholders’
General Meeting, he will have been in the post for one year and nine months. Including his time as an
Outside Auditor, Koji Makino’s total length of service will amount to five years and nine months.
*4 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter
into an agreement with Directors (excluding Executive Directors, etc.) to limit their liability fordamages to the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Makoto Sakai, Junji Inoue, and Koji Makino tolimit their liability for damages. If the Proposal No. 3 is approved, the Company plans to renew theagreement with them.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith andwithout gross negligence in performing the duties giving rise to said liabilities.
*5 The Company has designated candidates for Directors Makoto Sakai, Junji Inoue, and Koji Makino as
independent officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified
therein. If they are reelected, the Company plans to continue their independent officer designation.
*6 In June 2018, Yasuyuki Rokuyata is scheduled to retire from his roles as Director at the following
subsidiaries of the Company: Digital Garage US, Inc. and DG Communications Co., Ltd. In the eventthat this proposal is approved, Yasuyuki Rokuyata will be appointed as Director who is an Audit andSupervisory Committee Member.
*7 There is no special interest between any other candidates for Directors and the Company.
End- 14 -

(Reference) Composition of the Board of Directors
Assuming Proposal No. 2 and Proposal No. 3 are approved without changes, the composition of theCompany’s Board of Directors will be as follows.

Number of People

Outside Director
Independent Officer

Proportion of
Independent Officer

Director(excluding Audit
and Supervisory
Committee)

9

2

2

22.2%

Director(Audit andSupervisory
Committee)

5

4

4

80.0%

Total

14

6

6

42.9%

As shown above, six of the 14 members of the Board of Directors will be Outside Directors, accounting for
more than one third of the total. The all six Outside Directors will continue to be independent officers. The
Company believes this structure will result in highly effective oversight within the Board of Directors.

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