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 3, 2019
To Our Shareholders:
Kaoru Hayashi, Representative Director

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

Notice of the 24th Ordinary Shareholders’ General Meeting
You are cordially invited to attend the 24th 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 20, 2019 (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 20, 2019 (JST).

11. Date and Time:

Friday, June 21, 2019, at 10:00 a.m. (Reception starts at 9:30 a.m.)

2. Venue:

Grand Ballroom, The Ritz-Carlton Tokyo 2F
Tokyo Midtown 9-7-1 Akasaka, 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 24th
fiscal year (from April 1, 2018 to March 31, 2019), 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 24th fiscal year (from April
1, 2018 to March 31, 2019)
Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors who are not Audit and Supervisory Committee
Members

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

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 effectively use internal reserves to further reinforce its financial position and to
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 24th fiscal
year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property
and aggregate amount thereof:¥28 per common share of the Company¥1,286,604,144 in total

Effective date of dividends of surplus:

Monday, June 24, 20193

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for proposal
In line with the current state of the Group’s business, to provide for the expansion of the descriptionof the business and future business development along with clarify the description of the business,with regard to Article 2 (Purposes) of the Current Articles of Incorporation, it is proposed to newly
establish text in addition to renumber text along with supplement and change business purpose.
2. Details of amendments
Details of amendments are as follows:(Underlined portions are amended)
Current Articles of Incorporation

Proposed Amendments

Article 2 (Purposes)
The purpose of the Company is to engage in the following
businesses as well as to control and manage businessactivities of companies (including foreign companies;
hereinafter the same shall apply in this article) which
conduct the following or similar types of business, throughacquisition of and holding their entire or partial shares.

Article 2 (Purposes)
The purpose of the Company is to engage in the following
businesses as well as to control and manage businessactivities of companies (including foreign companies;
hereinafter the same shall apply in this article) which
conduct the following or similar types of business, throughacquisition of and holding their entire or partial shares.

1. - 9.

1. - 9.

<Omitted><Newly established>

10. - 16.

<Omitted><Newly established>

17. - 18.

<Omitted><Unchanged>

10. Business related to the management of cooking,language and other types of schools.
11. - 17.

<Unchanged>

18. Business of planning, management and operation ofrental conference rooms and studios, etc.
19. - 20.

<Unchanged>

19. Business of planning, design, manufacture, sale, export
and import of sales promotion goods related to display
materials, mobile equipment, control equipment,
clothing, convenience goods, garment textiles,
foodstuffs, beverages, stationery, sports goods, toys,cosmetics, precious metals, precious stones, artworks,etc.

21. Business of planning, design, manufacture, sale, export
and import of sales promotion goods related to display
materials, mobile equipment, control equipment,
clothing, convenience goods, garment textiles,
foodstuffs, beverages, alcoholic beverages, stationery,sports goods, toys, cosmetics, precious metals, precious
stones, artworks, etc.

20.

22.

21. - 36.

<Omitted><Unchanged><Newly established>

23. Business of management of convenience stores.

<Newly established>

24. Business of management, administration and operationof hotels, inns and other accommodation facilities.

<Omitted>

25. - 40.

<Unchanged>

37. Proxy service for identity verification of parties using
credit cards, etc. for internet vendors.

41. Services and business related to the intermediation of
those services, for registration, verification(authentication) and electronic certification of users
with cryptography in computer networks.

38. - 43.

42. - 47.

<Omitted>

44. Business of acquisition, investment, retention andmanagement of securities and real estate securitization
products, etc.

<Unchanged>

48. Business of acquisition, trading, investment, retention
and management of financial products, real estate
securitization products, currency and crypto assets, etc.

445. - 47.

48. - 66.

Current Articles of Incorporation<Omitted>

Proposed Amendments<Unchanged><Newly established>

52. Electronic settlement, etc. proxy service.

<Newly established>

53. Credit card business.

<Newly established>

54. Business of intermediation, brokerage, or agency for
crypto assets transactions.

<Newly established>

55. Business related to provision of crypto assets exchange
and transaction services and other services enabled byusing it.

<Newly established>

56. Business related to the development and provision ofsystems for crypto assets exchange and transaction
services and intermediation, brokerage, or agency for it.

<Newly established>

57. Business related to the development and provision of
crypto assets and financial instruments using blockchain
and infrastructure associated with them.

<Newly established>

58. Business of development and maintenance of systems
for online financial services using crypto assets andblockchain.

<Newly established>

59. Business of over-the-counter transactions of derivatives
for crypto assets, or intermediation, brokerage, or
agency for it.

<Newly established>

60. The business of purchase and sale of crypto assets orintermediation, brokerage, or agency for it, using anelectronic data processing system, conducted through afixed price formation methods or other similar methods,
with a large number of persons participating
simultaneously as parties on one side of the transactionor as parties on both sides of the transaction.

<Omitted><Newly established>

67.

49. - 51.

<Omitted>

61. - 79.

<Unchanged>

80. Business of call center operation.
81.

<Unchanged>

5Proposal No. 3: Election of Eight (8) 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 eight (8) Directors who are not Audit and Supervisory Committee Members.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
No.

Name

Present position in the Company

1

Kaoru Hayashi

Reelection

Representative Director, President Executive Officer andGroup CEO2

Makoto Soda

Reelection

Director, Senior Executive Officer

3

Keizo Odori

Reelection

Director, Senior Executive Officer

4Masashi Tanaka

Reelection

Director, Senior Executive Officer

5Masahito Okuma

Reelection

Director, Senior Executive Officer

6

Joichi Ito

Reelection

Director

7

Kenji Fujiwara

Reelection
OutsideIndependent

Director

8

Emi Omura

Reelection
OutsideIndependent

Director

6

CandidateNo.

1
Reelection

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

Name (Date of Birth)
Apr.

1983

Representative Director, From 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)

June

2003

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

Nov.

2004

Representative Director, President and Group CEO, theCompany

Oct.

2013

Director and Chairman, VeriTrans Inc. (current position)

Oct.

2013

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

Kaoru Hayashi(December 26, 1959)

Oct.

2015

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

Number of the Company’s
Shares Owned:
6,815,400 shares

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

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)

Aug.

2018

Chairman CEO, DG Communications Co., Ltd. (current
position)

Sept.

2018

Director, Crypto Garage, 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.

Makoto Soda
(June 30, 1963)
2
Reelection

Number of the Company’s
Shares Owned:
11,500 shares

June

1994

June

1997

Joined Dresdner Kleinwort Benson Securities, Ltd.
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

June

2009

Director, DG Incubation, Inc. (current position)

Sept.

2009

Director, Head of Group CEO Office, the Company

Jan.

2012

Director, in charge of the Corporate Strategy Division, theCompany

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.

2019

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

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.

7

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:
9,900 shares

Apr.

2000

Joined Faith, Inc.

June

2005

Director, Faith, Inc.

Sept.

2010

Director, the Company

Apr.

2012

Director, VeriTrans Inc. (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)

Oct.

2015

Director, iRidge, Inc. (current position)

July

2016

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

Sept.

2016

Director, DG Technologies, Inc. (current position)

June

2017

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

June

2018

Director, DG MARKETING DESIGN, Inc. (current position)

Oct.

2018

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, in charge of the Marketing Technology
Segment, the Company (current position)

Jan.

2019

Director, TD Payment Corporation (current position)

Feb.

2019

Director, CyberBuzz, Inc. (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, in charge of the Marketing Technology
Segment, and directors of the Group companies. In addition, he has contributed to growth of the business bystrengthening the revenue base, managing the operation 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 growthstrategy, and nominated him as a candidate for Director.

8

Candidate
No.

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

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)

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, andin 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)

Sept.

2018

Director, Crypto Garage, Inc. (current position)

Masashi Tanaka(October 27, 1975)
4
Reelection

Number of the Company’s
Shares Owned:
17,200 shares

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.

9Candidate
No.

5Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Apr.

1999

Joined Mitsubishi Corporation

Mar.

2011

Joined FAST RETAILING CO., LTD.

Dec.

2015

Vice President, UNIQLO USA LLC

Nov.

2016

Joined the Company

Apr.

2017

Executive Officer and COO of DG Lab, the Company

May

2017

Director, DG Incubation, Inc. (current position)

Masahito Okuma(October 24, 1975)

Dec.

2017

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

Apr.

2018

Executive Officer and COO of DG Lab, the Company

Number of the Company’s
Shares Owned:
2,700 shares

May

2018

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

June

2018

Director, Senior Executive Officer, COO of DG Lab, Head ofGroup CEO Division, and Head of Business Innovation
Department, Group CEO Division, the Company

Sept.

2018

President, Crypto Garage, Inc.

Dec.

2018

Director, Senior Executive Officer, COO of DG Lab, and Headof Group CEO Division, the Company (current position)

Apr.

2019

President and CEO, Crypto Garage, Inc. (current position)

Reelection

Reason for the nomination as candidate for 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.

10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

Outside 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

Board Member, The New York Times Company (current
position)

June

2013

Director, Sony Corporation

May

2015

Board Member, Chairman, PureTech Health plc (current
position)

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)7
Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:
22,900 shares

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.

11

Candidate
No.

Emi Omura(September 2, 1976)

8
Reelection
OutsideIndependent

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:– shares

Oct.

2002

Admitted to practice law in Japan (Tokyo Bar Association)

July

2008

Partner, Athena Law Office

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)

Feb.

2019

Vanguard Lawyers Tokyo

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.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director, Chairman and
CEO of BI. Garage, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith 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 the Company’s
employees to BI. Garage, Inc., (v) business transactions.
Kaoru Hayashi also serves concurrently as Chairman CEO of DG Communications Co., Ltd., which is a
subsidiary of the Company. The Company has a business relationship with DG Communications Co.,
Ltd. concerning (i) secondment of the Company’s employees to DG Communications Co., Ltd., (ii)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 theCompany’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) officeequipment leasing at DK Media, Inc., (iv) secondment of the Company’s employees to DK Media, Inc.,(v) business transactions.
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 the Company’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 relationship with
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 theCompany’s employees to DG Technologies, Inc.
*4 Candidate for Director Masahito Okuma serves concurrently as President of Crypto Garage, Inc., which
is a subsidiary of the Company. The Company has a business relationship with Crypto Garage, Inc.
concerning (i) outsourcing service for administrative work of Crypto Garage, Inc., (ii) office leasing, (iii)
office equipment leasing at Crypto Garage, Inc., (iv) secondment of the Company’s employees to Crypto
Garage, Inc.
12

*5 There is no special interest between any other candidates for Directors and the Company.
*6 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 ten years and nine months.
Kenji Fujiwara is serving as a non-Executive Director in Kakaku.com, Inc., which is a specified affiliatedbusiness operator for the Company. Kakaku.com, Inc., which is an affiliate of the Company, has abusiness relationship with the Company. In the fiscal year ended March 31, 2019, the value of business
transactions between the Company and Kakaku.com, Inc. was as low as less than 3% of net sales on aconsolidation of the Company as well as that of Kakaku.com, Inc. Consequently, the Company has
determined that Kenji Fujiwara is sufficiently independent to fulfill his role as Director.
*7 Candidate for Director Emi Omura is a candidate for Outside Director. At the conclusion of this meeting,her tenure as Outside Director of the Company will have been four years and nine months.
*8 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 for damages 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. 3 is approved, the Company plans to renew the agreement withthem.
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 and withoutgross negligence in performing the duties giving rise to said liabilities.
*9 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.

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

Number of People

Outside Director
Independent Officer

Proportion of
Independent Officer

Director(excluding Audit andSupervisory
Committee Member)

8

2

2

25.0%

Director(Audit and Supervisory
Committee Member)

4

3

3

75.0%

Total

12

5

5

41.7%

As shown above, five of the 12 members of the Board of Directors will be Outside Directors, accounting for
more than one third of the total. The all five Outside Directors will continue to be independent officers. The
Company believes this structure will result in highly effective oversight within the Board of Directors.
End13