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 originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

(Securities Code: 3673)
March 8, 2016
To Our Shareholders
Kenji Oyama
President & CEO,
Representative Director
Broadleaf Co., Ltd.
4-13-14 Higashi-Shinagawa, Shinagawa-ku,
Tokyo, JapanNOTICE OF
THE 7TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 7th 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 byelectromagnetic means (Internet, etc.). Please review the accompanying Reference Documents for the
General Meeting of Shareholders before exercising your voting rights.

1. Date and Time
2. Place:
3. Meeting Agenda:
Matters to be reported:
Matters to be resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:
Proposal No. 5:
Proposal No. 6:

Wednesday, March 30, 2016 at 10:00 a.m. Japan time
TKP Garden City Shinagawa [GREEN WIND], SHINAGAWA GOOS 1F,
3-13-3 Takanawa, Minato-ku, Tokyo, JapanThe Business Report and the Non-Consolidated Financial Statements for the
7th Fiscal Year (from January 1, 2015 to December 31, 2015)
Appropriation of Surplus
Partial Amendments to the Articles of Incorporation
Election of Five (5) Directors
Election of Three (3) Corporate Auditors
Election of Two (2) Substitute Corporate Auditors
Decision of Amounts and Details of Share-based Compensation Linked to
Performance for Directors

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 Formand return it so that it is received by 5:30 p.m. on Tuesday, March 29, 2016.
⑵ If you exercise your voting rights by electronic means (Internet, etc.)
Please visit the Company’s designated voting website (http://www.it-soukai.com) and vote for oragainst the proposals by 5:30 p.m. on Tuesday, March 29, 2016, in accordance with the instructions on
the screen.
In addition, the electronic platform for exercising voting rights operated by Investor Communications
Japan Inc. (ICJ, Inc.) is available to institutional investors.
⑶ If you exercise your voting rights more than once:
If you exercise your voting rights both in writing (by mail) and online, regardless of the date your
Voting Rights Exercise Form is received, only the voting rights you exercise online will be counted.
If you exercise your voting rights more than once online, only the voting rights you exercise last will
be counted.

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 futurebusiness and strengthen our management structure.
The Company plans to pay a year-end dividend for the fiscal year under review of 12.50 yen per share.
(This brings our annual dividend to 25.00 yen per share when combined with the interim dividend that has
already been paid.) Details are as follows.
At the meeting of the Board of Directors held on February 10, 2016, the Company resolved to pay acommemorative dividend of 5 yen per share at the time of the interim dividend payment for the fiscal year
ending December 2016.
1.
2.
3.

Type of dividend property
CashMatters concerning the allocation and total amount of dividend property
12.50 yen per share of common stock of the Company, or 303,395,200 yen in total
Date on which dividends from surplus shall be effective
March 31, 2016

【Reference】
5th Fiscal Year
(FY2013)

6th Fiscal Year
(FY2014)

7th Fiscal Year/Fiscal
Year Under Review(FY2015)

8th Fiscal Year
(Forecast)(FY2016)17.5 yen
Ordinary dividend
12.5 yen
Commemorative dividend
5 yenInterim dividend per
share

－

10 yen12.5 yen

Year-end dividend pershare

20 yen

10 yen12.5 yen(Plan)

12.5 yen

Annual dividend pershare

20 yen20yen

25 yen(Plan)

30 yenDividend payout ratio

26.0%

23.8%

49.5% (Plan)

44.8%

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reason for Proposal⑴ The Company is implementing initiatives for medium-to-long-term growth in line with its
management philosophy of offering comprehensive services that benefit car owners, and wishes to makeadditions to Article 2 (Purpose) of the Articles of Incorporation in response to the increasing
diversification of its core businesses.
⑵ Pursuant to the Act for Partial Revision of the Companies Act (Act No.90 of 2014) that took effect on
May 1, 2015, corporate auditors other than external corporate auditors were also allowed to enter into anagreement with respect to limitation of liability. Accordingly, the Company wishes to make certain
amendments to Article 36 (Limitation of Liability of Corporate Auditors), Paragraph 2 of the Articles ofIncorporation in order to enable corporate auditors to fully perform their expected roles.
2. Details of Amendments
The details of amendments are as follows.
（Underlined parts indicate changes.）
Current Articles of Incorporation

Proposed Amendments

CHAPTER I GENERAL PROVISIONSCHAPTER I GENERAL PROVISIONS

Article 2 (Purpose)
The purpose of the Company shall be to engage in thefollowing businesses:（１）～（４） （Omitted）（Newly established）（５）（６）（Omitted）（Omitted）（Newly established）

（７）
（８）
（９）
（10）

（Omitted）（Omitted）（Omitted）（Omitted）（Newly established）（11）（Newly established）（Omitted）

Article 2 (Purpose)（No amendment）（１）～（４） （No amendment）（５）Business of providing telecommunications
services in accordance with theTelecommunications Business Act and related
agency business（６）（No amendment）（７）（No amendment）（８）Advertising and publicity business andadvertising agency business（９）（No amendment）（10）（No amendment）（11）（No amendment）（12）（No amendment）（13）Non-life insurance agency business, insurance
agency business in accordance with theAutomobile Liability Security Act, and life
insurance agency business（14）Worker dispatch business（15）（No amendment）

Current Articles of Incorporation

Proposed Amendments

CHAPTER V CORPORATE AUDITORS AND BOARD
OF CORPORATE AUDITORSCHAPTER V CORPORATE AUDITORS AND BOARD
OF CORPORATE AUDITORS

Article 36 （Exemption from Liability of Corporate
Auditors）
１．
（Omitted）
２．The Company may enter into an agreement with
External Corporate Auditors specified in Article 2,
Item 16 of the Companies Act that limits theliability provided for in Article 423, Paragraph 1 of
the Companies Act to the extent of the minimum
amount of liability provided for in Article 425,
Paragraph 1 of the Companies Act, provided thatsuch External Corporate Auditors act in good faithwithout gross negligence in the performance of theirduties.

Article 36 （Exemption from Liability of Corporate
Auditors）
１．
（No amendment）
２．The Company may enter into an agreement with
Corporate Auditors that limits the liability provided
for in Article 423, Paragraph 1 of the Companies
Act to the extent of the minimum amount of liability
provided for in Article 425, Paragraph 1 of theCompanies Act, provided that such Corporate
Auditors act in good faith without gross negligencein the performance of their duties.

Proposal No. 3:

Election of Five (5) Directors

The term of office of all the five (5) directors will expire at the close of this general meeting ofshareholders.
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:
Candidate
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 1987

Joined Being Co., Ltd.

April 1989

Director of Being Co., Ltd.

July 2000

Director and Vice President of Being Co., Ltd.

July 2002

Executive Officer, General Manager ofK e n j i
O y a m a
(September 10, 1968)
１

Attendance at meetingsof the Board of
Directors
13/13(100%)Marketing Department and Sales Department ofBeing Co., Ltd.
October 2005

Consultant to ITX Corporation

January 2006

Director and Executive Vice President of the

210,000 sharesCompany
June 2006

Representative Director and President of theCompany (present)

January 2015

Visiting Professor at the Graduate School of
Project Design (present)

Candidate
No.

Name(Date of birth)

Brief personal history, positions and responsibilities in the
Company and important concurrent positions in other companies
April 1992

Joined Mitsubishi Electric Engineering Co., Ltd.

January 1996

Joined Being Co., Ltd.

April 2000

Executive Officer of Being Co., Ltd.

May 2005

Assistant Manager of Business Promotion

Number of theCompany's shares
held

Office of Being Co., Ltd.

2

November 2005 Executive Officer of JIMOS Co., Ltd.
K e n i c h i Y a m a n a k a October 2010
Executive Officer and General Manager of(October 10, 1968)
Administration Division of the Company
Attendance atJanuary 2011
Executive Officer, General Manager of
meetings of the
Administration Division and General Manager
Board of Directors
13/13(100%)of Corporate Management Group of theCompany
March 2012

Director, Executive Officer and General
Manager of Administration Division of theCompany

January 2014

Director and Executive Vice President of theCompany (present)

0 sharesCandidate
No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in the Company andimportant concurrent positions in other companies
April 1970

Number of theCompany's
shares held

Joined Nippon Univac Ltd. (now Nihon Unisys, Ltd.)

Joined Citizen Watch Co., Ltd.
M o r i o K i z a w a March 1985
(April 8, 1944)
February1992 Representative Director and President of Mentor Graphics
Candidate for External
Director
Attendance at meetings ofthe Board of Directors
13/13(100％)

Japan Co. Ltd.
February 1999 Representative Director and President of Conexant Systems

0 shares

Japan Co., Ltd.
February 2006 Representative Director and President of Autodesk, Inc.
March 2012

Advisor to Autodesk, Inc.
External Director of the Company (present)

Having served as Representative Directive of Autodesk, Inc. and other companies, Mr. Morio

３

Kizawa has been involved in the management of IT companies and global companies in areas
Reasons for nomination as
candidate for External
Directorsuch as software development and sales, and has specialist knowledge and extensive
experience of industries related to the business of the Company.
The Company nominated Mr. Morio Kizawa as a candidate for External Director because, byleveraging his knowledge and experience, it can expect to obtain advice from various
perspectives on the general management of the Company.
The Company considers Mr. Morio Kizawa to be a candidate for independent external

Matters relating to
independence

director because, given his objective and neutral standpoint that is independent from theCompany, he is unlikely to have conflicts of interest with general shareholders, and theCompany has designated him as an independent director and filed notification to that effect inaccordance with the provisions of the Tokyo Stock Exchange.

Candidate
No.

Name(Date of birth)

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

April 1981

Joined Oriental Land Co., Ltd.

April 1991

Joined Nissan Motor Co., Ltd.

Number of theCompany's
shares held

December 1995 Joined Nippon Telegraph and Telephone Corporation
SectionK i i c h i r o Wa t a n a b e(January 23, 1959)
Candidate forExternal Director
Attendance at meetingsof the Board of
Directors
12/13(92%)

Managerinchargeof Multimedia Business

Development Department
October 2003

Joined Tomy Co., Ltd.
Assistant General Manager of Content Business Strategy

0 shares

Division of Tomy Co., Ltd.
January 2006

Representative Director and Executive Vice President of T2i
Entertainment Co., Ltd. (now T-FIELDTEC Company, Ltd.)

November 2008 Director and Managing Executive Officer of Media Kobo, Inc.

４

May 2012

Representative Director of DELTA FORCE, Inc.

March 2014

Corporate Auditor of (THE) ONE of THEM, Inc (present)
External Director of the Company (present)

Mr. Kiichiro Watanabe has experience of using unique marketing techniques to lead many
projects to success at business companies such as The Oriental Land Co., Ltd. and has served
Reasons for nomination as
candidate for External
Director

as an executive of listed IT companies. He has specialist knowledge and extensive experiencein creating new businesses.
The Company nominated Mr. Kiichiro Watanabe as a candidate for External Director because,by leveraging his knowledge and experience, it can expect to obtain advice from various
perspectives, especially in the area of marketing.
The Company considers Mr. Kiichiro Watanabe to be a candidate for independent external

Matters relating to
independence

director because, given his objective and neutral standpoint that is independent from theCompany, he is unlikely to have conflicts of interest with general shareholders, and theCompany has designated him as an independent director and filed notification to that effect inaccordance with the provisions of the Tokyo Stock Exchange.

Candidate
No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in the Company andimportant concurrent positions in other companies
April 1964

Number of theCompany's
shares held

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 ofNTT

S h i g e r u I k e d a(March 4, 1941)
Candidate forExternal Director

June 1996

Managing Director and General Manager of Multimedia

April 1999

Promotion Division of NTT
Representative

DirectorandPresidentofNTT-ME

Corporation
July 2002

0 sharesManaging Director of Communications and Information
Network Association of Japan

New Appointment
April 2007

External Director of Sky Perfect JSAT Corporation
External Director of BROADEARTH Inc. (present)

June 2007

Consultant to ACCESS Co., Ltd. (present)

April 2008

Visiting

ProfessorattheGraduate

Institutefor

Entrepreneurial Studies (present)
５

April 2009

Visiting Professor at Tama Graduate School of Business

September 2015 Director of the Social Development Research Center(present)
Mr. Shigeru Ikeda has served as Director at NTT and its affiliated company and has
experience of being involved in management in the telecommunications industry since thespread of IT and the Internet. He has specialist knowledge and extensive experience ofReasons for nomination as

corporate management. He has also taught at Tama Graduate School of Business and othercandidate for External

institutes and has wide-reaching knowledge of other areas including IT and information

Directorsociology.
The Company nominated Mr. Shigeru Ikeda as a candidate for External Director because,by leveraging his knowledge and experience, it can expect to obtain advice on the generalmanagement of the Company in terms of both practical business and scientific technology.
The Company considers Mr. Shigeru Ikeda to be a candidate for independent external

Matters relating to
independence

director because, given his objective and neutral standpoint that is independent from theCompany, he is unlikely to have conflicts of interest with general shareholders, andsatisfies 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 four (4) 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 two (2) years at the close of this Annual Shareholders’ Meeting.
５．The Company has notified the Tokyo Stock Exchange (TSE) of Morio Kizawa and Kiichiro Watanabe as
Independent Executives. Candidate Shigeru Ikeda satisfies the requirements for Independent Executives as
specified by the TSE, and the Company has notified the TSE of him as a candidate for Independent Executive.
６．The Company has entered into a liability limitation agreement with each of its External Directors pursuant to
Article 427, Paragraph 1 of the Companies Act, limiting their liability for damages as provided for under Article
423, Paragraph 1 of the Companies Act. If candidates Morio Kizawa and Kiichiro Watanabe are re-elected asExternal Directors, the Company will extend the term of the agreements. The Company also plans to enter intoa similar liability limitation agreement with candidate Shigeru Ikeda if he is elected. The limitation of liability
for damages under these agreements is the amount specified by laws and regulations, and such limitation of
liability is approved only if the applicable External Director has executed his or her duties in good faith withoutcommitting gross negligence.

Proposal No. 4:

Election of Three (3) Corporate Auditors

The term of office of all the three (3) corporate auditors will expire at the close of this general meetingof shareholders. Accordingly, we propose the election of three (3) corporate auditors.
The Board of Corporate Auditors has approved this proposal in advance.
The candidates for corporate auditors are as follows:
Candidate
No.

Name(Date of birth)

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

S h i n y a
A o k i
April 1965
(December 16, 1946)

Number of theCompany's shares
held

Joined Iwai Sangyo Co., Ltd. (now Sojitz Corporation)
Representative Director and Executive Vice President of

１

Attendance atmeetings of theBoard of Directors
13/13(100%)
Attendance atmeetings of theBoard of Corporate
Auditors
12/12(100％)

Candidate
No.

Name(Date of birth)

April 2000

Nissho Iwai Management Service Corporation(now Sojitz Shared Service Corporation)

June 2003

Representative Director of Brains Of Trust Inc.

July 2004

Executive Officer and General Manager of General Affairs

2,000 shares

Bureau of News Service Center Inc.
January 2007

Joined the Company

March 2007

Corporate Auditor of the Company (present)

Brief personal history, positions and responsibilities in the Company andimportant concurrent positions in other companies
April 1974

Number of theCompany's shares
held

Joined Nissho Iwai Corporation (now Sojitz Corporation)

November 1997 Representative Director of Nissho Iwai Investment Advisors
Co., Ltd. (now Sompo Japan Nipponkoa Asset Management
Nobuhiro Shibatoko
March 2001
(August 9, 1951)

２

Co., Ltd.)
Director of Nissho Iwai Securities Co., Ltd. (now SBI
Securities Co., Ltd.)

Candidate forExternal
Corporate Auditor

June 2004

New Appointment

April 2010

Executive Officer of Matsubishi Metal Industry Co., Ltd.

June 2010

Director of SUS-TECH Corporation

June 2012Managing Director of SUS-TECH Corporation

April 2014

Managing Executive Officer of SUS-TECH Corporation

Director of Shinsanko Seisen Co., Ltd.

0 shares(now Matsubishi Metal Industry Co., Ltd.)Mr. Nobuhiro Shibatoko has held key positions at many business companies and has specialist
knowledge and extensive experience in the areas of corporate management, accounting andReasons for nomination as candidate forExternal Corporate Auditor

finance.
The Company nominated Mr. Nobuhiro Shibatoko as a candidate for External Corporate Auditor
because, by leveraging his knowledge and experience, it can expect to obtain advice fromvarious perspectives on the general management of the Company, especially strengthening theaudit functions of Corporate Auditors.
The Company considers Mr. Nobuhiro Shibatoko to be a candidate for independent corporate

Matters relating to independence

auditor because, given his objective and neutral standpoint that is independent from theCompany, he is unlikely to have conflicts of interest with general shareholders, and satisfies therequirements for independent executives as specified by the Tokyo Stock Exchange.

Candidate
No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in the Company andimportant concurrent positions in other companies
April 1974

Number of theCompany's
shares held

Joined Nissho Iwai Corporation (now Sojitz Corporation)

November 1997 Representative Director of Nissho Iwai Investment
Advisors Co., Ltd. (now Sompo Japan Nipponkoa Asset
Nobuhiro Shibatoko
March 2001
(August 9, 1951)

２

Management Co., Ltd.)
Director of Nissho Iwai Securities Co., Ltd. (now SBI
Securities Co., Ltd.)

Candidate forExternal
Corporate Auditor

June 2004

New Appointment

April 2010

Executive Officer of Matsubishi Metal Industry Co., Ltd.

June 2010

Director of SUS-TECH Corporation

June 2012Managing Director of SUS-TECH Corporation

April 2014

Managing Executive Officer of SUS-TECH Corporation

0 sharesDirector of Shinsanko Seisen Co., Ltd.
(now Matsubishi Metal Industry Co., Ltd.)Mr. Nobuhiro Shibatoko has held key positions at many business companies and has
specialist knowledge and extensive experience in the areas of corporate management,
Reasons for nomination as candidate forExternal Corporate Auditor

accounting and finance.
The Company nominated Mr. Nobuhiro Shibatoko as a candidate for External Corporate
Auditor because, by leveraging his knowledge and experience, it can expect to obtain advice
from various perspectives on the general management of the Company, especiallystrengthening the audit functions of Corporate Auditors.
The Company considers Mr. Nobuhiro Shibatoko to be a candidate for independent
corporate auditor because, given his objective and neutral standpoint that is independent

Matters relating to independence

from the Company, he is unlikely to have conflicts of interest with general shareholders, andsatisfies the requirements for independent executives as specified by the Tokyo Stock
Exchange.

Candidate
No.

Name(Date of birth)

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

Number of theCompany's
shares held

November1980 Joined Asahi Audit Corporation(now KPMG AZSA LLC)
February 1984

Registered as Certified Public Accountant

March 1985

Established C.P.A. Ishii Accounting Office

I s h i i April 1988

T o m o j i(November 22, 1953)

３

Joined Yasuda Trust and Banking Co., Ltd. (now Mizuho
Trust & Banking Co., Ltd.)

Candidate forExternal
Corporate Auditor

October 1993

Attendance atmeetings of theBoard of Directors
13/13(100%)

March 1995

Attendance atmeetings of theBoard of Corporate
Auditors
12/12(100％)

President of C.P.A. Ishii Accounting Office (present)

Office Manager in Consulting Department of Yasuda Trust
And Banking Co., Ltd. (now Mizuho Trust & Banking Co.,
Ltd.)
Representative Director of AXiS Wave Corporation

0 shares(changed name to Whitebox Consulting, Inc. and was thenmerged into Whitebox, Inc.)
October 2002

Representative Partner of Brainwork CPA Firm (present)

December 2003 Representative Director of Whitebox, Inc. (present)
June 2005

Corporate Auditor of Takeei Co., Ltd.(present)

March 2014

Corporate Auditor of the Company (present)(Important concurrent positions)
President of C.P.A. Ishii Accounting Office
Representative Partner of Brainwork CPA Firm
Representative Director of Whitebox, Inc.

Reasons for nomination as candidate forExternal Corporate Auditor

Mr. Tomoji Ishii has specialist knowledge and extensive experience in the areas of financeand accounting and accounting audits through his experience working as a Certified Public
Accountant at major accounting firms and financial institutions. He also has wide-ranging
knowledge as a consultant in areas such as creating business and building new businesses.
The Company nominated Mr. Tomoji Ishii as a candidate for External Corporate Auditor
because, by leveraging his knowledge and experience, it can expect to obtain advice fromvarious perspectives on the general management of the Company, especially strengthening
the audit functions of Corporate Auditors.

Matters relating to independence

Mr. Tomoji Ishii previously worked at Asahi Audit Corporation (now KPMG AZSA
LLC), which is the Company’s accounting auditor, and also once worked at Yasuda Trustand Banking Co., Ltd. (now Mizuho Trust & Banking Co., Ltd.), which is an affiliatedcompany of Mizuho Bank, Ltd., a major lender for the Company. However, he left Asahi
Audit Corporation (now KPMG AZSA LLC) in March 1988, and left Yasuda Trust andBanking Co., Ltd. (now Mizuho Trust & Banking Co., Ltd.) in June 1995, and aconsiderable amount of time has elapsed since he left both companies. The Company,
therefore, considers Mr. Tomoji Ishii to be a candidate for independent corporate auditor
because, given his objective and neutral standpoint that is independent from the Company,
he is unlikely to have conflicts of interest with general shareholders, and satisfies therequirements for independent executives as specified by the Tokyo Stock Exchange.
Furthermore, as of the end of the fiscal year under review, Mizuho Bank, Ltd, was notclassed as a major lender for the Company.

Notes
１．There are no special interests between any candidate for corporate auditor and the Company.
２．The candidates Nobuhiro Shibatoko and Tomoji Ishii are nominated as External Corporate Auditors.
３．The candidate Tomoji Ishii is currently serving as External Corporate Auditor of the Company, and his tenure as External
Corporate Auditor will be two (2) years at the close of this Annual Shareholders’ Meeting.
４．The Company has notified the Tokyo Stock Exchange (TSE) of Tomoji Ishii as Independent Executive. The candidate
Nobuhiro Shibatoko satisfies the requirements for Independent Executives as specified by the TSE, and the Company has
notified the TSE of him as a candidate for Independent Executive.
５．The Company has entered into a liability limitation agreement with candidate Tomoji Ishii pursuant to Article 427, Paragraph 1of the Companies Act, limiting his liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act.
If candidate Tomoji Ishii is re-elected as External Corporate Auditor, the Company will extend the term of the agreement. The
Company also plans to enter into a similar liability limitation agreement with candidate Nobuhiro Shibatoko if he is elected.
The Company will also enter into a similar liability limitation agreement with candidate Shinya Aoki if he is elected, on
condition that Proposal No. 2 on partial amendments to the Articles of Incorporation is approved and passed as drafted.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such
limitation of liability is approved only if the applicable External Corporate Auditor has executed his or her duties in good faithwithout committing gross negligence.

Proposal No. 5:

Election of Two (2) Substitute Corporate Auditors

The Company wishes to elect two (2) Substitute Corporate Auditors in advance in case there is a shortfallin the number of Corporate Auditors specified by laws and regulations.
The candidates for Substitute Corporate Auditors are as follows. Candidate Kenji Hirasawa is nominated tofill any vacancy for a Corporate Auditor who is not an External Corporate Auditor, and candidate Yusuke
Asakura is nominated to fill any vacancy for an External Corporate Auditor.
The Board of Corporate Auditors has approved this proposal in advance.

Candidate
No.

Name(Date of birth)

Brief personal history, positions and responsibilities in the Company andimportant concurrent positions in other companies
April 1975

Number of theCompany's
shares held

Joined Daido Mutual Life Insurance Company (now Daido
Life Insurance Company)

April 1998

GeneralManagerof

NonlifeInsurance

Business

Development Department of Daido Life Insurance
Kenji
１

Company

Hirasawa(February 6, 1952)
New Appointment

April 1999

General Manager of Real Estate Department of Daido Life0 shares

Insurance Company
April 2005

General Manager of Business Audit Department of Daido
Life Insurance Company

Candidate
No.

Name(Date of birth)

June 2010

Director of T&D Confirm, Ltd.

June 2012

Corporate Auditor of T&D Information Systems, Ltd.

April 2015

Manager of Internal Audit Office of the Company (present)

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

Number of theCompany's
shares held

Y u s u k e A s a k u r a September 2007 Passed the bar examination(August 19, 1982)
December 2008 Registered as attorney-at-law
Candidate forExternal
Corporate Auditor

December 2008 Joined Bingham McCutchen Murase, Sakai Mimura

New Appointment（Important concurrent positions）Partner of Sanba Law Firm

２
Reasons for nomination as
candidate for External
Corporate Auditor

Matters relating to
independence

Aizawa-Foreign Law Joint Enterprise

0 shares

September 2011 Partner of Sanba Law Firm (present)

The Company nominated Mr. Yusuke Asakura as a candidate for Substitute External
Corporate Auditor based on the judgment that, as a qualified attorney-at-law and expert incorporate law, Mr. Yusuke Asakura would be able to give the Company suggestions andadvice on the execution of duties by its directors. The Company judged that, although Mr.
Yusuke Asakura has not been involved in corporate management in the past, he would becapable 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 and considers
Mr. Yusuke Asakura to be a candidate for independent corporate auditor because, given his
objective and neutral standpoint that is independent from the Company, he is unlikely to haveconflicts 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 any candidate for substitute corporate auditor and the Company.
２．The candidate Yusuke Asakura is nominated as Substitute External Corporate Auditor.
３．The candidate Yusuke Asakura satisfies the requirements for Independent Executives as specified by the TSE, and theCompany plans to notify the TSE of him as Independent Executive if he assumes office as Corporate Auditor.
４．The Company has entered into a liability limitation agreement with each of its External Corporate Auditor pursuant to Article
427, Paragraph 1 of the Companies Act, limiting their liability for damages as provided for under Article 423, Paragraph 1 of
the Companies Act. If candidate Yusuke Asakura assumes office as Corporate Auditor, the Company will enter into a similar
liability limitation agreement with him. The Company will also enter into a similar liability limitation agreement withcandidate Kenji Hirasawa if he assumes office as Corporate Auditor, on condition that Proposal No. 2 on partial amendments
to the Articles of Incorporation is approved and passed as drafted.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such
limitation of liability is approved only if the applicable Corporate Auditor has executed his or her duties in good faith withoutcommitting gross negligence.

Proposal No. 6: Decision of Amounts and Details of Share-based Compensation Linked to Performance for
Directors
1. Reason for Proposal and Grounds for Judging such Compensation Reasonable
The compensation of Directors of the Company is comprised of “basic compensation” and “executives’bonuses.” However, the Company wishes to introduce a new share-based compensation system linked toperformance for the Company’s Directors and Executive Officers (hereinafter “Directors, etc.”) called Board
Benefit Trust (BBT; hereinafter referred to as the “System”).
The purpose of the System is to increase an awareness of contributing to improvement of performance inthe medium- and long-terms and expansion of corporate value among Directors, etc. by clarifying the link
between the compensation of Directors, etc. and the Company’s performance and share price, and by getting
Directors, etc. to share with shareholders not only the merits of an increase in share price but also the risk of afall in share price, and the Company judges that introduction of the System is reasonable.
Regarding the amounts and details of Directors’ compensation under the System, the Company plans toprovide the new share compensation to its Directors (excludes External Directors; the same shall apply
hereinafter in Proposal No. 6) based on a separate limit from the upper limit on annual compensation for
Directors (set at 300 million yen; provided, however, that this does not include employees’ salaries) resolved
at the 4th Annual General Meeting of Shareholders held on March 29, 2013. The Company proposes leaving
the Board of Directors to determine the details of the System within the limits set out in 2. Below.
At the present time, there are two (2) Directors and eight (8) Executive Officers eligible for compensation
under the System. If Proposal No. 3 is approved and passed as drafted, there will be two (2) Directors andeight (8) Executive Officers eligible for compensation under the System.
2. Amounts and details of compensation under the System(1) Outline of the System
The System is a share-based compensation system linked to performance whereby cash contributed by theCompany is used to acquire shares of the Company via a trust (hereinafter referred to as the “Trust”) and theCompany’s Directors, etc. receive benefits via the Trust in the form of shares of the Company and the cash
equivalent of the market value of the shares of the Company (hereinafter referred to as “shares of theCompany, etc.”) depending on factors such as their official position and level of performance, in accordancewith the executives’ share benefit regulations to be established by the Board of Directors.
As a general rule, Directors, etc. will receive benefits in the form of the shares of the Company, etc. upon
their retirement.

Upper limit on the Company’s monetary contribution and method of acquiring shares
On condition that introduction of the System is approved at this general meeting of shareholders, theCompany plans to establish the Trust by making a total contribution of no more than 73 million yen per fiscal
year as the funds required for the Trust to acquire upfront the number of shares reasonably deemed necessary
for a certain period under the System.
More specifically, to fund the acquisition of shares for the five (5) fiscal years from the fiscal year ending
December 31, 2016 to the fiscal year ending December 31, 2020 (hereinafter referred to as the “initially
funded period”), the Company will contribute no more than 365 million yen to the Trust.
Moreover, after the initially funded period has elapsed, the Company will continue to make additional
contributions to the Trust of no more than 365 million yen to fund the abovementioned share acquisition
every five (5) fiscal years, in principle, until the System is terminated (hereinafter, such periods every five (5)fiscal years are referred to as the “Funded Period” respectively.).
However, when the Company makes such additional contributions, if there are shares of the Company(excluding shares of the Company equal to the number of points awarded to Directors, etc. for which sharebenefits to Directors, etc. are pending) and cash remaining in the Trust Property (hereinafter referred to as“Remaining Shares, etc.”) on the last day of the Funded Period before the Funded Period in relation to which
the Company intends to make such additional investment, the sum total of the amount of the Remaining
Shares, etc. (in the case of shares of the Company, the book value on the last day of the directly preceding
Funded Period) and the cash additionally contributed shall be within the upper limit approved at this general
meeting of shareholders.
Furthermore, acquisitions of the shares of the Company by the Trust shall be made via trading on the open
market or by means of subscription to the treasury shares of the Company and there shall be no new shareissuance. Accordingly, on acquisitions of shares of the Company by the Trust, there will be no increase in the
total number of issued and outstanding shares of the Company and there will also be no dilution of shares.
⑵

⑶Specific details of shares of the company to be granted as benefits to Directors, etc.
The Company will award Directors, etc. a number of points as determined by the following equationaccording to their attainment of performance targets in relation to each fiscal year ending December 31
during the Trust Period.
（Equation）
Number of points awarded = Number of points based on official position (Note 1) × Performance-linked
coefficient (Note 2)
Notes １．Number of points based on official position is number calculated by dividing basic
compensation amount of Directors, etc. (around 20% of total compensation amount of each of
Directors, etc.) determined for each official position by the Board of Directors by the average
price of shares acquired by the Trust. The average price of shares acquired by the Trust shallbe the amount calculated by dividing the total acquisition price of the shares of the Company
by the number of shares acquired.
２．The performance-linked coefficient is evaluated and determined by the Appraisal andCompensation Committee based on total appraisal points calculated based on the level ofattainment of targets for the sales, operating income, etc. of the Company each fiscal year.
The number of points awarded to Directors is determined between the range of 0% to 130%of the number of points based on official position.
The upper limit on the total number of points per fiscal year awarded to Directors, etc. of the Company
is 73,000 points (equivalent to 73,000 shares of the Company).
On initial delivery of the shares, etc. described in (4) below, the points awarded to Directors, etc. shall be
converted into common shares of the Company at a conversion rate of 1:1. (Provided, however, that in theevent of a share split, allotment of shares without contribution or reverse share split with respect to theshares of the Company after the resolution approved by shareholders at this general meeting ofshareholders, the Company will make reasonable adjustments to the conversion rate depending on the rateof such share split, allotment of shares without contribution or reverse share split.)
The number of points of Directors, etc. that form the basis for calculation of the number of shares
granted as benefits shall be the sum total of the points awarded to the relevant Directors, etc., as of the timeof their retirement（hereinafter points calculated in this way are referred to as the “Final Number ofPoints”）.
⑷ Timing of benefits to Directors, etc.
When Directors, etc. of the Company retire and satisfy the beneficiary requirements specified in theexecutives’ share benefit regulations, the relevant Directors, etc. may, by carrying out the prescribed
beneficiary finalization procedures, receive benefits from the Trust after their retirement with respect to anumber of shares of the Company based on the Final Number of Points determined in accordance with (3)above.
However, when the requirements specified in the executives’ share benefit regulations are satisfied, therelevant Directors, etc. may receive the market value of a certain percentage of the shares of the Company
in cash, in place of delivery of the shares of the Company, based on the applicable Final Number of Points.
The Trust may sell shares of the Company in order to pay cash benefits.

（Reference）
For further details of the System, please refer to “Notice of Introduction of Share-based
Compensation System Linked to Performance” dated February 23, 2016.