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
September 7, 2016
To Our Shareholders:
Kaoru Hayashi, Representative Director

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

Notice of the 21st Ordinary Shareholders’ General Meeting
You are cordially invited to attend the 21st 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 Wednesday, September 28, 2016 (JST).
[Exercising your voting rights on the Internet]
Please access to the Website for Exercising Voting Rights designated by the Company(http://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 Wednesday, September 28, 2016 (JST).

-1-1. Date and Time:Thursday, September 29, 2016, at 1:00 p.m.

2. Venue:

Galaxy Ballroom, B2 floor, The Westin Tokyo
1-4-1 Mita, Meguro-ku, Tokyo (in Yebisu Garden Place)

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 21stfiscal year (from July 1, 2015 to June 30, 2016), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Board ofAuditors
2. The Non-consolidated Financial Statements for the 21st fiscal year (from July
1, 2015 to June 30, 2016)
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
Proposal No. 4: Election of Four (4) Directors who are Audit and Supervisory Committee
Members
Proposal No. 5: Determination of Amount of Remuneration for Directors who are not Audit
and Supervisory Committee Members
Proposal No. 6: Determination of Amount of Remuneration for Directors who are Audit andSupervisory Committee Members
Proposal No. 7: Determination of Amount of Remuneration as Stock Compensation-type Stock
Options (Stock Acquisition Rights) to Directors who are not Audit andSupervisory Committee Members and Other Terms Thereof
Proposal No. 8: Determination of Remuneration for Granting Restricted Shares to Directors
who are not Audit and Supervisory Committee Members and Other Terms
Thereof
Proposal No. 9: Issuance of Stock Acquisition Rights as Stock Options to Employees, etc.

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, 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 21st fiscal
year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property
and their aggregate amount:¥30 per common share of the Company¥1,410,972,000 in total

Effective date of dividends of surplus:

Friday, September 30, 2016

-3-

Proposal No. 2: Partial Amendments to the Articles of Incorporation
I.

Reason for proposal

1. The Company proposes a transition to a company with audit and supervisory committee, with theaim of strengthening audit and supervising functions of the Board of Directors and further enhancing
the corporate governance system. Accordingly, the Company shall newly establish regulations
concerning the Audit and Supervisory Committee and Directors who are Audit and Supervisory
Committee Members, remove regulations concerning Auditors and the Board of Auditors, and makeother necessary changes for the transition to a company with audit and supervisory committee.
2. The fiscal year of the Company currently starts on July 1 of each year and ends on June 30 of thefollowing year, and the Company proposes to change the fiscal year to start on April 1 of each year
and end on March 31 of the following year in order to unify the group accounting period as theCompany intends to improve transparency of business management by implementing efficientbusiness operations and timely and appropriate disclosure of management information, and at thesame time to address unification of the accounting period of consolidated companies to be required
for applying International Financial Reporting Standards (IFRS).
3. In accordance with the change of the organizational structure of officers, the Company shall makenecessary changes to appoint Representative Director to be convenor and chairman of Shareholders’
General Meeting and the Board of Directors.
4. In addition to the foregoing, the Company will make necessary changes including renumberingcertain Articles to accommodate addition and removal of provisions as mentioned above, andpartially revising language and expressions. The amendments to the Articles of Incorporation shallbe effective at the conclusion of this meeting.
II. Details of amendments
Details of amendments are as follows:(Underlined portions are amended)
Current Articles of Incorporation
Article 1 to Article 3

Proposed Amendments<Omitted>

Article 1 to Article 3<Unchanged>

Article 4 (Governing Bodies)
The Company shall have the following governing bodies in
addition to shareholders’ general meeting and Directors.
1. Board of Directors
2. Auditors
3. Board of Auditors
4. Financial Auditor

Article 4 (Governing Bodies)
The Company shall have the following governing bodies in
addition to shareholders’ general meeting and Directors.
1. Board of Directors
2. Audit and Supervisory Committee<Deleted>
3. Financial Auditor

Article 5 to Article 12

Article 5 to Article 12<Omitted><Unchanged>

Article 13 (Convocation of Shareholders’ General Meeting)An ordinary shareholders’ general meeting of the Company
shall be convened in September each year, and an
extraordinary shareholders’ general meeting shall be
convened from time to time, whenever necessary.

Article 13 (Convocation of Shareholders’ General Meeting)An ordinary shareholders’ general meeting of the Company
shall be convened in June each year, and an extraordinary
shareholders’ general meeting shall be convened from time
to time, whenever necessary.

Article 14 (Record date of Ordinary Shareholders’ General
Meeting)
The record date for voting rights at the ordinary
shareholders’ general meeting of the Company shall be June
30 of each year.

Article 14 (Record date of Ordinary Shareholders’ General
Meeting)
The record date for voting rights at the ordinary
shareholders’ general meeting of the Company shall be
March 31 of each year.

-4-Current Articles of Incorporation
Article 15 (Person Authorized to Convene Meetings andChair Thereof)
1. The President shall convene and preside at shareholders’general meeting.
2. If the position of the President is vacant or he/she is in an
accident, another Director, in accordance with the order
determined in advance by a meeting of the Board of
Directors, shall convene and preside at the meeting.

Proposed Amendments
Article 15 (Person Authorized to Convene Meetings andChair Thereof)
1. One of the Representative Directors shall convene andpreside at shareholders’ general meeting.
2. If the position of the Representative Director is vacant or
he/she is in an accident, another Director, in accordancewith the order determined in advance by a meeting of theBoard of Directors, shall convene and preside at themeeting.

Article 16 to Article 19 <Omitted>

Article 16 to Article 19 <Unchanged>

Article 20 (Number)
The Company shall have no more than ten (10) Directors.

Article 20 (Number)
1. The Company shall have no more than ten (10) Directors(excluding Directors who are Audit and Supervisory
Committee Members).

<Newly established>
Article 21 (Method of Election)
1. Directors shall be elected at a shareholders’ general
meeting.

2. The Company shall have no more than five (5) Directors
who are Audit and Supervisory Committee Members.
Article 21 (Method of Election)
1. Directors shall be elected at a shareholders’ general
meeting, while making a distinction between Directors
who are Audit and Supervisory Committee Members andother Directors.

2. Election of Directors shall be made by the quorum of
2. Election of Directors shall be made by the quorum ofshareholders holding one-third (1/3) or more of the voting
shareholders holding one-third (1/3) or more of the voting
rights held by all the shareholders entitled to exercise
rights held by all the shareholders entitled to exercise
their voting rights being present at the relevant
their voting rights being present at the relevant
shareholders’ general meeting, and by the resolution of ashareholders’ general meeting, and by the resolution of amajority vote of the voting rights of such present
majority vote of the voting rights of such present
shareholders.
shareholders.
3. Cumulative voting shall not be used for resolutions toelect Directors.

3. Cumulative voting shall not be used for resolutions toelect Directors.

Article 22 (Term of Office)
Article 22 (Term of Office)The term of office of a Director shall expire at the conclusion 1. The term of office of a Director (excluding a Director
who is an Audit and Supervisory Committee Member)of the ordinary shareholders’ general meeting pertaining toshall expire at the conclusion of the ordinary
the last business year ending within two (2) years after the
Director’s election. However, the term of office of theshareholders’ general meeting pertaining to the last
Director who is elected as a substitute shall be the remaining
business year ending within one (1) year after theterm of office of the predecessor’s term of office.
Director’s election.
<Newly established>

2. The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the ordinary shareholders’ general meeting
pertaining to the last business year ending within two (2)years after the Director’s election.

<Newly established>

3. The term of office of the Director who is an Audit andSupervisory Committee Member elected as a substitute ofanother Director who was an Audit and Supervisory
Committee Member and retired before the expiration of
his/her term shall be the remaining term of office of thepredecessor.

Article 23 (Representative Director(s))
The Board of Directors shall appoint, by its resolution,
Representative Director(s).

Article 23 (Representative Director(s))
The Board of Directors shall appoint, by its resolution,
Representative Director(s) from among the Directors(excluding Directors who are Audit and Supervisory
Committee Members).

-5-Current Articles of Incorporation
Article 24 (Directors with Titles)
The Company may appoint, by a resolution of the Board of
Directors, one Director and Chairman, one Director andPresident, and a certain number of Director and Vice
Presidents, Senior Managing Directors and Managing
Directors.

Proposed Amendments
Article 24 (Directors with Titles)
The Company may appoint, by a resolution of the Board of
Directors, one Director and Chairman, one Director andPresident, and a certain number of Director and Vice
Presidents, Senior Managing Directors and Managing
Directors from among the Directors (excluding Directors
who are Audit and Supervisory Committee Members).

Article 25 (Person Authorized to Convene Meetings of the Article 25 (Person Authorized to Convene Meetings of theBoard of Directors and Chair Thereof)
Board of Directors and Chair Thereof)
1. Except as otherwise provided by laws and regulations, the 1. Except as otherwise provided by laws and regulations,
President shall convene and preside at meeting of theone of the Representative Directors shall convene and
Board of Directors.
preside at meeting of the Board of Directors.
2. If the position of the President is vacant or he/she is in an
accident, another Director, in accordance with the order
determined in advance by a meeting of the Board of
Directors, shall convene and preside at the meeting.

2. If the position of the Representative Director is vacant or
he/she is in an accident, another Director, in accordancewith the order determined in advance by a meeting of theBoard of Directors, shall convene and preside at themeeting.

Article 26 (Convocation Notice regarding Meetings ofBoard of Directors)
1. Convocation notice regarding a meeting of the Board of
Directors shall be dispatched to each Director and each
Auditor three (3) days prior to the date of such meeting;provided, however, that such period may be shortened in
the case of urgent necessity.

Article 26 (Convocation Notice regarding Meetings ofBoard of Directors)
1. Convocation notice regarding a meeting of the Board of
Directors shall be dispatched to each Director three (3)days prior to the date of such meeting; provided,
however, that such period may be shortened in the case ofurgent necessity.

2. A meeting of the Board of Directors may be held withoutcarrying out the convocation procedure upon the consent
of all the Directors and Auditors.

2. A meeting of the Board of Directors may be held withoutcarrying out the convocation procedure upon the consent
of all the Directors.

Article 27

Article 27<Omitted><Newly established>

Article 28<Omitted><Unchanged>

Article 28 (Delegation of Execution of Important
Operations)
The Company may, pursuant to the provisions of Article399-13, paragraph 6 of the Companies Act, delegate all orpart of decisions regarding execution of important operations(excluding matters set forth in items of paragraph 5 of thesaid Article) to a Director by resolution of the Board of
Directors.
Article 29<Unchanged>

Article 29 (Remunerations, etc.)
Remuneration, bonus and other economic benefits to beprovided by the Company as a consideration for the
execution of duties (“Remunerations, etc.”) to the Directors
shall be determined by resolution of a shareholders’ general
meeting.

Article 30 (Remunerations, etc.)
Remuneration, bonus and other economic benefits to beprovided by the Company as a consideration for the
execution of duties (“Remunerations, etc.”) to the Directors
shall be determined by resolution of a shareholders’ general
meeting, while making a distinction between Directors who
are Audit and Supervisory Committee Members and other
Directors.

Article 30 to Article 31

Article 31 to Article 32 <Unchanged><Omitted>

CHAPTER V
Auditors and Board of Auditors

CHAPTER V
Audit and Supervisory Committee

Article 32 (Number)
The Company shall have no more than five (5) Auditors.

<Deleted>

Article 33 (Method of Election)
1. Auditors shall be elected at a shareholders’ general
meeting.

<Deleted>-6-

Current Articles of Incorporation
2. Election of Auditors shall be made by the quorum ofshareholders holding one-third (1/3) or more of the voting
rights held by all the shareholders entitled to exercise
their voting rights being present at the relevant
shareholders’ general meeting, and by the resolution of amajority vote of the voting rights of such present
shareholders.

Proposed Amendments

Article 34 (Term of Office)The term of office of an Auditor shall expire at theconclusion of the ordinary shareholders’ general meeting
pertaining to the last business year ending within four (4)years after the Auditor’s election. However, the term ofoffice of the Auditor who is elected as a substitute shall be
the remaining term of office of the retiring Auditor’s term ofoffice.

<Deleted>

Article 35 (Standing Corporate Auditor(s))
The Board of Auditors shall appoint, by its resolution,
Standing Corporate Auditor(s) from among the Auditors.

<Deleted>

Article 36 (Convocation Notice regarding Meetings ofBoard of Auditors)
1. Convocation notice regarding a meeting of the Board ofAuditors shall be dispatched to each Auditor three (3)days prior to the date of such meeting; provided, however,that such period may be shortened in the case of urgent
necessity.

<Deleted>

2. A meeting of the Board of Auditors may be held withoutcarrying out the convocation procedure upon the consent
of all the Auditors.
Article 37 (Regulations of the Board of Auditors)
Particulars relating to the Board of Auditors shall begoverned by the Regulations of the Board of Auditors
established by the Board of Auditors, in addition to laws andregulations or the Articles of Incorporation.

<Deleted>

Article 38 (Remunerations, etc.)
Remunerations, etc. for Auditors shall be determined byresolution of a shareholders’ general meeting.

<Deleted>

Article 39 (Exemption from Liability of Auditors)
1. The Company may, pursuant to the provisions of Article
426, paragraph 1 of the Companies Act, by resolution of
the Board of Directors, exempt Auditors (including
former Auditors) from their liability for damages causedby negligence of their duties, to the extent prescribed bylaws and regulations.

<Deleted>

2. The Company may, pursuant to the provisions of Article
427, paragraph 1 of the Companies Act, enter into anagreement with Auditors to limit their liabilities fordamages caused by negligence of their duties; provided,
however, that the maximum liabilities based on the said
agreement shall be the amounts stipulated in laws andregulations.
<Newly established>

Article 33 (Convocation Notice regarding Meetings of
Audit and Supervisory Committee)
1. Convocation notice regarding a meeting of the Audit andSupervisory Committee shall be dispatched to each Audit
and Supervisory Committee Member three (3) days prior
to the date of such meeting; provided, however, that such
period may be shortened in the case of urgent necessity.

-7-

Current Articles of Incorporation

Proposed Amendments
2. A meeting of the Audit and Supervisory Committee may
be held without carrying out the convocation procedure
upon the consent of all the Audit and Supervisory
Committee Members.

<Newly established>

Article 34 (Regulations of the Audit and Supervisory
Committee)
Particulars relating to the Audit and Supervisory Committee
shall be governed by the Regulations of the Audit andSupervisory Committee established by the Audit andSupervisory Committee, in addition to laws and regulationsor the Articles of Incorporation.

Article 40 to Article 41<Omitted>

Article 35 to Article 36 <Unchanged>

Article 42 (Fiscal Year)The fiscal year of the Company shall be from July 1 of eachyear to June 30 of the following year.

Article 37 (Fiscal Year)The fiscal year of the Company shall be from April 1 of eachyear to March 31 of the following year.

Article 43 (Record Date for Payment of Year-end Dividends Article 38 (Record Date for Payment of Year-end Dividendsof Surplus)of Surplus)
The record date for year-end dividends of the Company shall The record date for year-end dividends of the Company shallbe June 30 of each year.
be March 31 of each year.
Article 44 (Record Date for Payment of Interim Dividends)
The Company may pay interim dividends with a record dateof December 31 of each year, by a resolution of the Board of
Directors.

Article 39 (Record Date for Payment of Interim Dividends)
The Company may pay interim dividends with a record dateof September 30 of each year, by a resolution of the Board of
Directors.

Article 45

Article 40<Omitted><Newly established><Newly established><Unchanged>
Supplementary provisions

Article 1(Transitional Measures concerning Exemption
from Liability of Auditor)
1. The Company may, if a case falls under requirements
specified by laws and regulations regarding the liability
under Article 423, paragraph 1 of the Companies Act,
exempt Auditors (including former Auditors) from their
liability for damages, to the extent prescribed by laws andregulations, by resolution of the Board of Directors,
regarding conduct carried out before the conclusion of the
21st ordinary shareholders’ general meeting on
September 29, 2016.
2. Article 39, paragraph 2 of the Articles of Incorporation,
as in effect before the amendments effective by the
resolution of 21st ordinary shareholders’ general meetingon September 29, 2016, is still in effect only as regards
the exemption of Auditor (including former Auditors)
from liability for conducts falling under Article 423,
paragraph 1 of the Companies Act which carried out
before the conclusion of the said shareholders’ general
meeting.

<Newly established>

Article 2 (Transitional Measures concerning Fiscal Year)
Notwithstanding the provisions of Article 37, the 22nd fiscal
year shall be nine (9) months from July 1, 2016 to March 31,
2017.

<Newly established>

Article 3(Transitional Measures concerning Record Date
for Payment of Interim Dividends)
Notwithstanding the provisions of Article 39, the record date
for payment of interim dividends for the 22nd fiscal year
shall be December 31, 2016.

-8-

Current Articles of Incorporation<Newly established>

Proposed Amendments
Article 4 (Effective term of the Supplementary Provisions)
Preceding two articles and this article shall be deleted
following the end of the 22nd fiscal year.

-9-

Proposal No. 3: Election of Eight (8) Directors who are not Audit and Supervisory Committee Members
Subject to the approval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” in its
original form, the Company will become a company with audit and supervisory committee. Once theamendments take effect, the terms of office of current ten (10) Directors will expire. Therefore, theCompany proposes to elect eight (8) Directors who are not Audit and Supervisory Committee Members.
The resolution for this proposal can only take effect after the partial amendments to the Articles ofIncorporation of Proposal No. 2 take effect. The terms of office of Directors who are not Audit andSupervisory Committee Members to be elected at the Shareholders’ General Meeting, pursuant to theprovisions of the Articles of Incorporation, shall expire at the conclusion of the Shareholders’ General
Meeting to be held in June 2017.
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:
6,773,100 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

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

Sept.

2004

Representative Director and Chairman, Ibex & rims, Inc.

Nov.

2004

Representative Director, President and Group CEO, theCompany (current position)

Aug.

2006

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

June

2009

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

June

2011

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

July

2011

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

June

2012

Director, Monex Group, Inc. (current position)

Sept.

2012

Director, Chairman, econtext Asia Limited (current position)

Apr.

2013

Representative Director and Chairman, Open Network Lab,
Inc. (current position)

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.

June

2016

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

July

2016

Director, DG Daiwa Ventures, 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.

- 10 -

Candidate
No.

Yasuyuki Rokuyata(April 5, 1956)

2

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:
392,400 shares

Reelection

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.
(current position)

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 (current position)

July

2013

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

June

2015

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

Aug.

2016

Director, DK Media, Inc. (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. In addition, he has contributed to businessexpansion of the Group businesses by leveraging his extensive experience in business management. The
Company therefore expects him to continue appropriately overseeing business operation of the Company anddriving its medium- to long-term growth strategy, and nominated him as a candidate for Director.

Makoto Soda
(June 30, 1963)
Number of the Company’s
Shares Owned:
4,300 shares
3
Reelection

Apr.

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 (current position)

June

2012

Director, VeriTrans Inc.

Aug.

2012

CFO, Digital Garage US, Inc.

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.

- 11 -

Candidate
No.

4
Reelection

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

Name (Date of Birth)
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

Keizo Odori(May 10, 1970)

Apr.

2012

Director, VeriTrans Inc. (current position)

Apr.

2012

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

Number of the Company’s
Shares Owned:
2,000 shares

Sept.

2012

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

Sept.

2012

Director, econtext Asia Limited (current position)

Oct.

2013

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

June

2015

Director, DK Gate, Inc. (current position)

Sept.

2015

Director, DG Incubation Inc. (current position)

July

2016

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

Aug.

2016

Representative Director, DK Media, 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 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.

- 12 -

Candidate
No.

Masashi Tanaka(October 27, 1975)
Number of the Company’s
Shares Owned:
10,100 shares
5

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, the Company
Executive Vice President of DG&Ibex Company, a member of
the Group CEO Office, and Director of econtext Company

Jan.

2011

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

Apr.

2012

Director, VeriTrans Inc.

Apr.

2012

Director, NaviPlus Co., Ltd.

Sept.

2012

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

July

2013

Director, Digital Garage US, Inc.

June

2014

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

July

2015

Director, the Company
Head of Corporate Strategy Division, Head of General Affairs
Department, in charge of Media Incubation Segment, andExecutive Vice President of Marketing Technology Company

July

2016

Director, the Company
In charge of DG Lab, Head of Corporate Strategy Division,
Head of General Affairs Department, and in charge of Media
Incubation Segment (current position)

July

2016

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

Reelection

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.

- 13 -

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 (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)
Number of the Company’s
Shares Owned:
19,000 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 (current position)

Sep.

2008

Director, the Company (current position)

June

2009

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

June

2015

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.

- 14 -

Candidate
No.

Emi Omura(September 2, 1976)
Number of the Company’s
Shares Owned:– shares8

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

Name (Date of Birth)
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

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.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director and President 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 the Company’s
employees to BI. Garage, Inc., (v) business transactions.
*2 Candidate for Director Yasuyuki Rokuyata serves concurrently as Representative Director andPresident of WIC, Inc., which is a subsidiary of the Company. The Company has a business
relationship with WIC, Inc. concerning credit line extended from the Company to WIC, Inc.
*3 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 outsourcing service for administrative work of DG Daiwa Ventures,Inc.
Keizo Odori also serves concurrently as Representative Director of DK Media, Inc., which is anaffiliate of the Company. The Company has a business relationship with DK Media, Inc. concerning
outsourcing service for administrative work of DK Media, 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 eight years.
Kenji Fujiwara is serving as a person executing business in Kakaku.com, Inc., which is a specified
affiliated business operator for the Company.
*6 Candidate for Director Emi Omura is a candidate for Outside Director. The term of office of Emi
Omura as Outside Director of the Company shall be two years at the conclusion of this meeting.
*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.) and Auditors 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 agreementwith them.
The details of the agreement are as follows:• The Outside 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 prescribedin Article 425, paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Outside Director acted in good faithand without gross negligence in performing the duties giving rise to said liabilities.
- 15 -

*8 The Company has designated candidates for Directors Kenji Fujiwara and Emi Omura as independent
officers in accordance with the regulations of the Tokyo Stock Exchange and notified therein. If they
are reelected, the Company plans to continue their independent officer designation.

- 16 -

Proposal No. 4: Election of Four (4) Directors who are Audit and Supervisory Committee Members
Subject to the approval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” in its
original form, the Company will become a company with audit and supervisory committee. Therefore, theCompany proposes to elect Four (4) Directors who are Audit and Supervisory Committee Members. The
consent of the Board of Auditors for this proposal has been obtained.
The resolution for this proposal can only take effect after the partial amendments to the Articles ofIncorporation of Proposal No. 2 take effect. The terms of office of Directors who are Audit and Supervisory
Committee Members to be elected at the Shareholders’ General Meeting pursuant to the provisions of the
Articles of Incorporation after the partial amendments take effect shall expire at the conclusion of the
Shareholders’ General Meeting to be held in June 2018.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
CandidateNo.

Hitoshi Ushiku(May 19, 1957)

1
New election

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

Name (Date of Birth)
Apr.

1980

Joined Suntory Holdings Limited

Dec.

1989

Joined Morgan Stanley Japan Securities

Dec.

1990

Joined Mitsubishi Corporation

Aug.

2000

Director, former Econtext, Inc.

Apr.

2004

President and Representative Director, JUST PLANNING Inc.

July

2007

Joined the Company

Sept.

2007

Director, Head of Group CEO’s Office, the Company

Aug.

2008

President and Representative Director, former Econtext, Inc.

Oct.

2008

Senior Operating Officer, the Company

Sept.

2009

Director, the Company
Company President of econtext Company

Sept. 2010
Number of the Company’s
Shares Owned:
Sept. 2010
20,000 shares
Sept. 2010

Auditor, CGM Marketing, Inc. (now BI. Garage, Inc.) (current
position)
Auditor, DG Incubation, Inc. (current position)
Standing Corporate Auditor, the Company (current position)

Sept.

2011

Auditor, Open Network Lab, Inc. (current position)

Apr.

2012

Auditor, VeriTrans Inc.

Apr.

2012

Auditor, NaviPlus Co., Ltd.

Oct.

2012

Auditor, Econtext, Inc.

May

2015

Auditor, Digital Science Lab. Inc. (current position)

June

2015

Auditor, DK Gate, Inc. (current position)

July

2016

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

Aug.

2016

Auditor, DK Media, Inc. (current position)

Reason for the nomination as candidate for Director
Hitoshi Ushiku has served as directors of the Company and the Group companies, and has a wealth ofexperience in business management and insights in broad areas including compliance. In addition, he has
actively worked to improve governance of the Company as Standing Corporate Auditor of the Company. The
Company therefore expects him to continue contributing to appropriate oversight of business operation of theCompany and ensuring its sound business management, and nominated him as a candidate for Director who is
an Audit and Supervisory Committee Member.

- 17 -

Candidate
No.

Makoto Sakai(February 21, 1957)
Number of the Company’s
Shares Owned:
500 shares
2
New election

3
New election

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

Name (Date of Birth)
Apr.

1986

Admitted to practice law in Japan (Nagoya Bar Association)

Apr.

1988

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

Auditor, the Company (current position)

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 of theCompany, he has provided us with valuable opinions and suggestions concerning business management of theCompany from the legal 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.

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

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

2003

Director, Executive Officer & President, IT Frontier Corp.

Mar.

2005

Representative Director and President, IT Frontier Corp.

June

2007

Director, eAccess Ltd.

Apr.

2009

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

Apr.

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

Auditor, the Company (current position)

July

2016

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

Reason for the nomination as candidate for Outside Director
Junji Inoue has a wealth of overseas business experience and as Outside Auditor of the Company, he has
provided us with valuable opinions and suggestions concerning business management of the Company from a
global perspective. The Company therefore expects him to continue contributing to appropriate oversight ofbusiness 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.

- 18 -

Candidate
No.

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

Name (Date of Birth)
Oct.

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
OfficeKoji Makino
Sept. 2001
(October 7, 1966)
Number of the Company’s Oct. 2001
Shares Owned:
July 2003
500 sharesJan. 2006
4
New election

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)

Feb.

2009

Director, BE1 Accounting Office (current position)

Sept.

2012

Auditor, the Company (current position)

June

2013

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

Dec.

2015

Auditor, 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 of the Company, he has provided us with valuable opinions and suggestions concerning business
management of the Company from the accounting and taxation 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 andSupervisory Committee Member.

*1 There is no special interest between any of the candidates for Directors and the Company.
*2 Hitoshi Ushiku is currently Standing Corporate Auditor of the Company. At the conclusion of thismeeting, his tenure as Auditor will have been six years.
*3 Candidate for Director Makoto Sakai is a candidate for Outside Director. He is currently Outside
Auditor of the Company. At the conclusion of this meeting, his tenure as Auditor will have been six
years.
*4 Candidate for Director Junji Inoue is a candidate for Outside Director. He is currently Outside Auditorof the Company. At the conclusion of this meeting, his tenure as Auditor will have been four years.
*5 Candidate for Director Koji Makino is a candidate for Outside Director. He is currently Outside Auditorof the Company. At the conclusion of this meeting, his tenure as Auditor will have been four years.
*6 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.) and Auditors 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 Makoto Sakai, Junji Inoue and Koji Makino tolimit their liability for damages. If the Proposal No. 4 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.
*7 The Company has designated candidates for Directors Makoto Sakai, Junji Inoue and Koji Makino as
independent officers in accordance with the regulations of the Tokyo Stock Exchange and notified
therein. If the candidates are elected as Directors who are Audit and Supervisory Committee Members,
the Company plans to continue their independent officer designation.

- 19 -

Proposal No. 5: Determination of Amount of Remuneration for Directors who are not Audit andSupervisory Committee Members
The 19th Shareholders’ General Meeting held on September 25, 2014, approved that total amount of
remuneration for Directors of the Company would be 500 million yen or less per year (including total 50
million yen or less for Outside Directors) and that within the overall cap, stock compensation-type stock
options (it shall not, however, exceed 200 million yen per year) and ordinary stock options may be granted
to Directors (excluding Outside Directors), which remain effective today.
Subject to the approval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” in its
original form, the Company will become a company with audit and supervisory committee. Accordingly,
the Company requests an approval for the amount of remuneration for Directors who are not Audit andSupervisory Committee Members in place of the current total amount of remuneration for Directors to be
500 million yen or less per year (including total 50 million yen or less for Outside Directors), the sameamount as the current overall cap of remuneration for Directors, taking into account the past remuneration
paid to Directors and other factors.
The above amount of remuneration for Directors who are not Audit and Supervisory Committee
Members does not include the portion for salaries paid to those Directors who also serve as employees.
The number of Directors is currently ten (10) (including two (2) Outside Directors). Subject to theapproval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal No. 3“Election of Eight (8) Directors who are not Audit and Supervisory Committee Members” in their originalforms, the number of Directors who are not Audit and Supervisory Committee Members will be eight (8)(including two (2) Outside Directors).
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

- 20 -

Proposal No. 6: Determination of Amount of Remuneration for Directors who are Audit and Supervisory
Committee Members
Subject to the approval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” in its
original form, the Company will become a company with audit and supervisory committee.
Accordingly, the Company requests an approval for the amount of remuneration for Directors who are
Audit and Supervisory Committee Members to be 100 million yen or less per year, taking into account theirduties and responsibilities.
Subject to the approval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” andProposal No. 4 “Election of Four (4) Directors who are Audit and Supervisory Committee Members” intheir original forms, the number of Directors who are Audit and Supervisory Committee Members will befour (4).
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

- 21 -

Proposal No. 7: Determination of Amount of Remuneration as Stock Compensation-type Stock Options(Stock Acquisition Rights) to Directors who are not Audit and Supervisory Committee
Members and Other Terms Thereof
Subject to the approval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” in its
original form, the Company will become a company with audit and supervisory committee. The Company
requests an approval for an aggregate limit of remuneration for Directors who are not Audit andSupervisory Committee Members to be provided in the form of stock compensation-type stock options inplace of the current the aggregate limit of remuneration for Directors that is provided in the form of stockcompensation-type stock options, with the aim of establishing greater link between the remuneration for
Directors and the share price of the Company, and making Directors share not only the benefits of higher
share prices but also the risks of lower share prices with shareholders after transition in the same manner as
before, thereby giving them greater motivation to make contributions to improve business performance andincrease corporate value in the medium and long run.
The Company requests that shareholders approve an allocation of stock acquisition rights as stockcompensation-type stock options in the range of 250 million yen or less per year for Directors who are not
Audit and Supervisory Committee Members (excluding Outside Directors, hereinafter “Target Directors”)
in a framework that is separate to the remuneration amount described in the Proposal No. 5 “Determinationof Amount of Remuneration for Directors who are not Audit and Supervisory Committee Members.”
Specifically, the Company shall give a Target Director the same compensation as payments for stockacquisition rights allotted to the Director and allow the Director to acquire the stock acquisition rights byoffsetting the payments for the stock acquisition rights with the claim to the compensation. The amount of
remunerations as above stock compensation-type stock options (stock acquisition rights) shall be the fairvalue per stock acquisition right calculated taking into account market price of the stock and exercise priceon the allotment date of the stock acquisition rights and other conditions multiplied by the total number ofstock acquisition rights allotted.
Above stock compensation-type stock option (stock acquisition rights) is a stock compensation-type
stock option which requires a cash contribution of one (1) yen upon the exercise of each stock acquisitionright. Allocation is determined considering all relevant factors including the contributions by those Target
Directors to the Company, and the Company believes that the proposed grant of stock acquisition rights as
stock options is appropriate.
The above amount of remuneration for Directors who are not Audit and Supervisory Committee
Members does not include the portion for salaries paid to those Directors who also serve as employees.
The number of Directors is currently ten (10) (including two (2) Outside Directors). Subject to theapproval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal No. 3“Election of Eight (8) Directors who are not Audit and Supervisory Committee Members” in their originalforms, the number of Directors who are not Audit and Supervisory Committee Members will be eight (8)(including two (2) Outside Directors). However, the Company does not intend to grant stock options (stockacquisition rights) to Outside Directors.
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
Details of the stock compensation-type stock options (stock acquisition rights)(1) Type and number of the shares subject to stock acquisition rights
The type of shares to be delivered upon exercise of the stock acquisition rights shall be common sharesof the Company and the number of shares to be delivered upon exercise of one (1) stock acquisition right(hereinafter the “Number of Shares Granted”) shall be one (1). However, in the event that the Company
makes a share split or share consolidation, the Number of Granted Shares shall be adjusted using thefollowing formula and any fraction less than one (1) share arising from such adjustment shall be discarded.
Such adjustment shall be made with regard to the Number of Granted Shares subject to stock acquisitionrights that have not been exercised at such time.

- 22 -

Number of Granted Shares
Number of Granted Shares×=
before adjustment
after adjustment

Ratio of share split orconsolidation

In addition, other than the above mentioned events, in cases where it is appropriate to change the
Number of Granted Shares due to a merger, company split, share exchange, share transfer, allotment ofshares without contribution, etc., the Company may make adjustments as it deems necessary.
(2) Total number of stock acquisition rights
Total number of stock acquisition rights issued within one (1) year from the date of the Shareholders’
General Meeting for each fiscal year shall not exceed the number obtained by dividing annual amount of
250 million yen by the fair value of one (1) stock acquisition right calculated based on a fair calculation
method such as the Black-Scholes Model as of the allotment date of the stock acquisition rights (anyfraction under one (1) share in the number of shares shall be disregarded) and such total number shall not
exceed 100,000.
(3) Cash to be paid in exchange for the stock acquisition rights
The amount to be paid for the exercise of one (1) stock acquisition right shall be the amount to be paid
per share, which is determined by the Company’s Board of Directors meeting where offering terms, etc. ofthe stock acquisition rights, by reference to a fair value calculated based on a fair calculation method suchas the Black-Scholes Model as of the allotment date of the stock acquisition rights. The Company shall
pay monetary remuneration equivalent to the total amount payable for stock acquisition rights to Directors
to whom such stock acquisition rights are allotted, thereby offsetting the payment obligations and the
remuneration claims.
(4) Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of assets to be paid upon exercise of the stock acquisition rights shall be one (1) yen per
share to be transferred upon exercise of the stock acquisition rights, multiplied by the Number of Shares
Granted.
(5) Exercise period for the stock acquisition rights
The stock acquisition rights may be exercised within fifty (50) years beginning from the day following
the allotment date of the stock acquisition rights.
(6) Major conditions for exercise of stock acquisition rights
Stock acquisition right holders may exercise stock acquisition rights within the ten (10) days following
the date on which they lose their respective positions as Directors and Operating Officers of the Company.
(7) Restrictions on the acquisition of stock acquisition rights through transfer
The acquisition of stock acquisition rights through transfer shall require approval by the Company’s
Board of Directors.
(8) Other details of stock acquisition rights
Other details of stock acquisition rights shall be determined by the Company’s Board of Directors
meeting where offering terms, etc. of the stock acquisition rights shall be resolved.

- 23 -

Proposal No. 8: Determination of Remuneration for Granting Restricted Shares to Directors who are not
Audit and Supervisory Committee Members and Other Terms Thereof
The Company requests an approval for payment of remuneration for newly granting the restricted shares
to Directors who are not Audit and Supervisory Committee Members (excluding Outside Directors,
hereinafter “Target Directors”) in a framework that is separate to the remuneration amount described in
Proposal No. 5 “Determination of Amount of Remuneration for Directors who are not Audit andSupervisory Committee Members” and Proposal No. 7 “Determination of Amount of Remuneration as
Stock Compensation-type Stock Options (Stock Acquisition Rights) to Directors who are not Audit andSupervisory Committee Members and Other Terms Thereof,” with the aim of, as part of revisions of
remuneration system for corporate officers, giving incentives to Target Directors for sustainable growth inour corporate value and making Target Directors further share values with our shareholders.
The remuneration to be paid to Target Directors for granting the restricted shares shall be monetary claim,
and its total amount shall be 300 million yen or less per year, the level of amount deemed as reasonable inlight of the aforementioned objective. Provided, however, that the Company assumes in principle an
amount equivalent to compensation for duties executed in three fiscal years will be paid to Target Directors
in a lump sum as the remuneration in the first year of the three fiscal years covered under the Midterm
Business Plan. The Company assumes the amount to be paid per fiscal year will be essentially 100 million
yen or less. For any Target Director who is appointed during the three fiscal years covered under the
Midterm Business Plan, the Company assumes to pay an amount equivalent to compensation for duties
executed during the period from the time of appointment to the last day of the last year of the three fiscal
years covered under the Midterm Business Plan in a lump sum. Also, the Company asks that specific
granting periods and distributions to each Target Directors be determined by the Board of Directors. The
remuneration for granting the restricted shares shall not, however, be provided to Outside Directors.
The above amount of remuneration for Directors other than Directors who are Audit and Supervisory
Committee Members does not include the portion for salaries paid to those Directors who also serve as
employees.
The number of Directors is currently ten (10) (including two (2) Outside Directors). Subject to theapproval of Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal No. 3“Election of Eight (8) Directors who are not Audit and Supervisory Committee Members” in their originalforms, the number of Directors who are not Audit and Supervisory Committee Members will be eight (8)(including two (2) Outside Directors).
In addition, Target Directors shall pay all of the monetary remuneration claims to be provided under this
Proposal in accordance with resolution of the Board of Directors of the Company in the form of property
contributed in kind, and shall have the common shares of the Company be issued or disposed of. The total
number of the common shares of the Company to be issued or disposed of thereby shall be 120,000 sharesor less per year. As mentioned above, however, for the monetary remuneration claims for the restricted
shares compensation system, it is assumed in principle to pay an amount equivalent to compensation forduties executed in three fiscal years to Target Directors in a lump sum in the first year of the three fiscal
years covered by the Midterm Business Plan. The Company assumes the level of shares to be issued per
fiscal year will be essentially 40,000 shares or less. In addition, as mentioned above, for any Target Director
who is appointed during the three fiscal years covered under the Midterm Business Plan, the Company
assumes to pay an amount equivalent to compensation for duties executed during the period from the timeof appointment to the last day of the last year of the three fiscal years covered under the Midterm Business
Plan in a lump sum.
The amount to be paid per share shall be determined based on the closing price of the Company’scommon shares on the Tokyo Stock Exchange on the business day immediately before each resolution by
the Board of Directors (if there is no closing price on such date, the closing price of the closest preceding
trading day), which will be within the range not specially advantageous to Directors who are to be granted
the common shares. For the issuance or disposal of the common shares of the Company, an agreement on
allotment of the restricted shares that includes mostly the following provisions (hereinafter the “Allotment
Agreement”) shall be entered into between the Company and each eligible Director.
(1) The Target Director may not transfer, offer as security, or otherwise dispose of the common shares of
the Company allotted under the Allotment Agreement (hereinafter the “Allotted Shares”) for a period- 24 -

of minimum 1 year and maximum 5 years that starts from the day of allotment designated in the
Allotment Agreement as determined in advance by the Board of Directors of the Company(hereinafter the “Restricted Period”). The restriction described in the previous sentence will
hereinafter be referred to as the “Restriction.”(2) In case the Target Director retires from the position of director (excluding Directors who are Audit
and Supervisory Committee Members), operating officer, or employee of the Company or any of its
subsidiaries before the Restricted Period expires, the Company shall acquire such Allotted Shares byrights without contribution, unless there is a reason the Board of Directors of the Company deems
justifiable.
(3) Notwithstanding the provision in (1) above, the Company shall lift the Restriction on all of the
Allotted Shares upon expiration of the Restricted Period, on the condition that any of the Target
Directors has remained in the position of director (excluding Directors who are Audit and Supervisory
Committee Members), operating officer or employee of the Company or any of its subsidiaries
throughout the Restricted Period. In case, however, the Target Director retired from any of thepositions defined in (2) above before expiration of the Restricted Period for a reason the Board of
Directors deems justifiable, the Company shall make reasonable adjustments to the number of the
Allotted Shares and the schedule to lift the Restriction as necessary.
(4) The Company shall acquire by rights without contribution the Allotted Shares on which the
Restriction is not lifted in accordance with the provision in (3) above at the time of expiration of the
Restricted Period.
(5) Notwithstanding the provision in (1) above, if a merger agreement under which the Company will
become a non-surviving company, a share exchange agreement based upon which the Company will
become a wholly-owned subsidiary, a stock transfer plan or other matters relating to organizational
restructuring are approved in a Shareholders’ General Meeting of the Company during the Restricted
Period (or approved by the Board of Directors of the Company in case that approval of the
Shareholders’ General Meeting is not required), the Company may lift the Restriction on the certain
number of the Allotted Shares that will be reasonably determined by resolution of the Board of
Directors of the Company prior to the date on which the organizational restricting becomes effective,in view of the period from the date of commencement of the Restricted Period through the date of
approval on the organizational restricting.
(6) In the event specified in (5) above, the Company shall acquire by rights without contribution the
Allotted Shares on which the Restriction has not been lifted as of the time immediately after the
Restriction was lifted in accordance with the provision in (5) above.
(7) In addition to the above, the means of manifestation of intention and of giving notice related to the
Allotment Agreement, the method of revision for the Allotment Agreement, (if required) details of
lifting additional conditions for the Restriction of the Allotted Shares (e.g. lifting all or part of the
Restrictions of Allotted Shares in accordance with a level of achievement of business performancepredetermined by the Board of Directors of the Company), and other matters determined by the Boardof Directors of the Company will be included in the content of the Allotment Agreement.
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

- 25 -

Proposal No. 9: Issuance of Stock Acquisition Rights as Stock Options to Employees, etc.
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company requests
approval for the determination of offering terms for stock acquisition rights to be issued as stock options
with particularly favorable conditions to employees of the Company and directors, operating officers andemployees of the Company’s subsidiaries, to be entrusted to the Board of Directors of the Company.
I.

Reason for the need to solicit subscribers for stock acquisition rights on particularly favorable terms

It will be designed for giving employees of the Company and directors, operating officers andemployees of subsidiaries of the Company greater motivation to make contributions to improve businessperformance and increase corporate value of the Group in the medium and long run by establishinggreater link between the Company’s business performance and their benefit.
II. Details and maximum number of stock acquisition rights for which offering terms may be determinedbased on the matters resolved at the Meeting
1. Persons subject to the allotment of stock acquisition rights
Employees of the Company and directors, operating officers and employees of subsidiaries of theCompany.
2. Total number of stock acquisition rights to be issued
The maximum number of the stock acquisition rights shall be 170,000, with the terms specified in 4.
below.
3. Cash to be paid in exchange for the stock acquisition rights
No cash payment in exchange for the stock acquisition rights shall be required.
4. Details of the stock acquisition rights(1) Type and number of the shares subject to stock acquisition rights
The maximum number of the stock acquisition rights shall be 170,000. The number of shares to bedelivered upon exercise of one (1) stock acquisition right (hereinafter the “Number of Shares
Granted”) shall be one (1) share of the Company’s common shares.
However, in the event that the Company makes a share split (including any allotment of commonshares of the Company without contribution; the same shall apply hereinafter) or share consolidation,
the Number of Granted Shares shall be adjusted using the following formula and any fraction lessthan one (1) share arising from such adjustment shall be discarded. Such adjustment shall be madewith regard to the Number of Granted Shares subject to stock acquisition rights that have not been
exercised at such time.
Number of Granted
Shares after adjustment=

Number of Granted×
Shares before adjustment

Ratio of share split orconsolidation

In addition, in the event that it is necessary for the Company to make an adjustment to the Numberof Granted Shares in cases where the Company carries out a merger, company split, issuance of sharesfor subscription, reduction of common stock or other equivalent circumstance, the Company may
adjust the Number of Granted Shares to an extent reasonable.
(2) Amount of assets to be contributed upon exercise of stock acquisition rights
The assets to be contributed upon exercise of stock acquisition rights shall be cash, and the amountof cash shall be the amount to be paid per share that may be issued upon exercise of the stockacquisition rights (hereinafter the “Exercise Price”) multiplied by the Number of Granted Shares.
The Exercise Price shall be equal to the average closing price of the Company’s common shares on
the Tokyo Stock Exchange in regular trading on each day (excluding any day on which no trade is
executed) of the month preceding the month in which the stock acquisition rights are allocated(hereinafter “Allotment Date”), multiplied by 1.05 (with fractional amounts less than one yen being- 26 -

rounded up to the nearest yen). If the resulting amount is below the closing price of the Company’scommon shares on the Tokyo Stock Exchange in regular trading on the Allotment Date of the stockacquisition rights (the closing price of the nearest preceding trading day if no trade is executed), theclosing price on that day is adopted as the exercise price.
In the event that the Company makes a share split or share consolidation of the Company’scommon shares, the Exercise Price shall be adjusted using the following formula and any fraction lessthan one (1) yen arising from such adjustment shall be rounded up.
Exercise Price after
adjustment=

Exercise Price prior toadjustment

×1
Ratio of share split orconsolidation

In addition, if the Company issues new shares of common shares or disposes of its treasury sharesat a price lower than the market value (excluding issuance of the Company’s shares or disposition oftreasury shares upon exercise of stock acquisition rights), the Exercise Price shall be adjusted using
the following formula, with any fraction less than one (1) yen being rounded up.

Exercise Price=after adjustment

Exercise Priceprior toadjustment

×

Number ofAmount paid
shares newly ×
per share
issued+Market price per share before newissuance
Number of outstanding shares+ Number of shares newly issued

Number ofoutstanding
sharesThe “Number of outstanding shares” in the above formula shall be the total number of theCompany’s shares issued less the number of treasury shares owned by the Company, and in the caseof disposition of treasury shares, the “Number of shares newly issued” shall read as “Number oftreasury shares to be disposed of” and “Market price per share before new issuance” as “Market priceper share before disposition.”
In addition, other than the above mentioned events, in cases where the Company carries out amerger, company split or reduction of common stock, the Company may make an appropriate
adjustment of the Exercise Price to the extent reasonable.
(3) Exercise period for the stock acquisition rights
Exercise period for the stock acquisition rights shall be from the day marking the end of two (2)years after the day when granting such stock acquisition rights is resolved up to the end of ten (10)years after the same day.
(4) Matters concerning the amount of increase in common stock and capital surplus resulting fromissuance of shares upon exercise of stock acquisition rights(i) The amount of increase in common stock resulting from the issuance of shares upon exercise of
the stock acquisition rights shall be one-half of the maximum amount of increase in common
stock as calculated pursuant to Article 17, paragraph 1 of the Ordinance on Accounting ofCompanies. Any fraction of less than one (1) yen shall be rounded up to the nearest yen.
(ii) The amount of increase in capital surplus resulting from the issuance of shares upon exercise ofstock acquisition rights shall be the maximum amount of increase in common stock as provided ini) above less the amount of increase in common stock as determined in i) above.
(5) Restrictions on the acquisition of stock acquisition rights through transfer
The acquisition of the stock acquisition rights through transfer shall require approval by resolutionof the Board of Directors of the Company.
(6) Provisions pertaining to acquisition of the stock acquisition rights(i) In the event that a merger agreement under which the Company will become a non-surviving
company, a company split agreement or a company split plan under which the Company will
become a split company, or a share exchange agreement or the plan of the share transfer under- 27 -

which the Company will become a wholly-owned subsidiary is approved by the Shareholders’
General Meeting of the Company (or approved by the Board of Directors of the Company in casethat approval of the Shareholders’ General Meeting is not required), the Company may acquire
the stock acquisition rights without contribution on a day that will be determined separately by
the Company’s Board of Directors.
(ii) In the event that a person who has received allotment of the stock acquisition rights (hereinafter
the “Stock Acquisition Right Holder”) may no longer exercise such stock acquisition rights inaccordance with the terms and restrictions of exercise of stock acquisition rights stipulated in (8)below, the Company may acquire the stock acquisition rights held by the Stock Acquisition Right
Holder without contribution on a day that will be determined separately by the Company’s Boardof Directors.
(iii) In the event that a Stock Acquisition Right Holder has made an offer to waive all or part of theirstock acquisition rights in writing, the Company may acquire the stock acquisition rights held by
the Stock Acquisition Right Holder without contribution on a day that will be determined
separately by the Company’s Board of Directors.
(iv) In the event that a Stock Acquisition Right Holder violates the agreement on the allotment ofstock acquisition rights to be entered into with the Company, the Company may acquire the stockacquisition rights held by the Stock Acquisition Right Holder without contribution on a day thatwill be determined separately by the Company’s Board of Directors.
(7) Treatment of any fractions less than one (1) share resulting from exercise of the stock acquisitionrightsAny fractions less than one (1) share to be issued to the Stock Acquisition Right Holders who
exercised the stock acquisition rights shall be discarded.
(8) Terms of exercise of stock acquisition rights(i) Partial exercise of stock acquisition rights is not permitted.
(ii) At the time of exercising the stock acquisition rights, each Stock Acquisition Right Holder isrequired to be in the position of director, auditor, operating officer, advisor or employee of theCompany or any of its affiliates, or in an equivalent position thereto. This does not apply in casesof retirement of a director or auditor of the Company or its affiliates due to the expiry of term ofoffice or retirement of employees at mandatory retirement age or other cases acknowledged by
the Board of Directors.
(iii) In case any Stock Acquisition Right Holder deceases, such person’s heir may exercise their stockacquisition rights. Provided however, that such exercise shall be subject to terms and conditions
provided in the agreement on the allotment of the stock acquisition rights stipulated in (v) below.
(iv) A Stock Acquisition Right Holder may exercise the stock acquisition rights only when thenumber of shares to be issued upon exercise of each stock acquisition right is an integer multipleof the share trading unit of the Company.
(v) Terms and conditions of exercise of stock acquisition rights other than above shall be governedby the agreement on the allotment of stock acquisition rights entered into separately between the
Company and the Stock Acquisition Right Holders based on resolutions passed at thisShareholders’ General Meeting and the Board of Directors meeting.
(9) Other matters
Other offering terms for stock acquisition rights and all relevant details shall be determined byresolution of the Board of Directors.
End- 28 -