(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Code No: 9792
June 7, 2019
2-9 Kanda-Surugadai, Chiyoda-ku, Tokyo, Japan
Nichii Gakkan Co., Ltd.
President and COO
Nobusuke Mori

Notice of the 47th Annual Shareholders Meeting
Dear Shareholders:
You are cordially invited to attend the 47th Annual Shareholders Meeting of Nichii Gakkan Co., Ltd. (the“Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights through either of the following
methods. Please review the Reference Documents for the Shareholders Meeting and exercise your voting rights.
[Exercising Voting Rights by attending the Meeting]
Please present the enclosed voting form at the reception desk upon arrival at the meeting.
[Exercising Voting Rights in Writing]
Please indicate your vote of approval or disapproval of each proposal on the enclosed voting form, and returnthe form to us so that it arrives before 5:15 p.m., Monday, June 24, 2019 (JST).
[Exercising Voting Rights via the Internet]
Please access the website (https://evote.tr.mufg.jp/) designated by the Company, and enter your vote of approvalor disapproval of each proposal by using the login ID and temporary password shown on the enclosed voting
form and following on-screen instructions before 5:15 p.m., Monday, June 24, 2019 (JST).

1. Date and Time:

Tuesday, June 25, 2019 at 10:00 a.m. (reception starts at 9:30 a.m.)

2. Location:

Tokyo Dome Hotel, Tenku, the first basement level1-3-61, Koraku, Bunkyo-ku, Tokyo, Japan

3. Agenda of the Meeting
Items to be reported:
1. Business Report, Consolidated Financial Statements, and the audit reports on Consolidated Financial
Statements by the Accounting Auditor and the Board of Auditors for the 47th business term (from
April 1, 2018 to March 31, 2019)
2. Non-consolidated Financial Statements for the 47th business term (from April 1, 2018 to March 31,
2019)
Items to be resolved:
Appropriation of Surplus
Proposal 1.
Partial Amendments to the Articles of Incorporation
Proposal 2.
Election of One (1) Director
Proposal 3.
Election of Three (3) Auditors
Proposal 4.
Payment of Directors’ Bonuses
Proposal 5.
1

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

For those attending on the day, please present the enclosed voting form at the reception desk upon arrival at the meeting. We also
ask that you bring this Notice of the Annual Shareholders Meeting for reference during the meeting.
If any revision is made with regard to the Reference Documents for the Shareholders Meeting, the Business Report, theNon-consolidated Financial Statements and/or the Consolidated Financial Statements, the Company will post such revision on the
Company’s website.
As a part of our energy saving efforts we will adjust the air conditioning on the day of the meeting. Also, please be aware that
attendees are free to not where a jacket or necktie (a style dubbed “Cool Biz”).
Of the documents provided by this Notice of the Annual Shareholders Meeting, pursuant to the relevant laws and regulations andArticle 16 of the Articles of Incorporation, the following items are posted on the Company’s website and are not attached to thisnotice. Accordingly, the attached documents to this notice are part of the documents that were audited by the auditors and theaccounting auditor in preparing the Audit Reports.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-consolidated Financial Statements

The Company’s website (https://www.nichiigakkan.co.jp/en/ir/stock/shareholders.html)

2

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Reference Documents for the Shareholders Meeting
Proposal 1.

Appropriation of Surplus

The Company hereby proposes the appropriation of surplus as follows:
Matters concerning year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year
and future business development, and it proposes to pay year-end dividends for the 46th fiscal year as
follows:(1) Type of dividend property
Cash(2) Matters regarding allocation of dividend property and total amount thereof
It is proposed that ordinary dividends be 20 yen per common share of the Company.
Accordingly, the total amount of dividends would be 1,286,934,100 yen.
(3) Effective date of the dividends from surplus
It is proposed to set the effective date to be June 26, 2019.

3

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 2.

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) In order to prepare for the Company’s future business development, business purposes are to be
added and changed in Article 2 (Purpose) of the current Articles of Incorporation.
(2) In line with the above-mentioned amendments, the item numbers of the Article shall be appropriately
adjusted.
2. Contents of the amendments
Contents of the amendments are as follows:(Underlining denotes amendment.)
Current Articles of Incorporation
Proposed Amendments
CHAPTER I. GENERAL PROVISIONSCHAPTER I. GENERAL PROVISIONS(Purpose)(Purpose)
Article 2. The purpose of the Company shall be to engage Article 2. (Unchanged)
in the following businesses:(1) Education business for human resource development (1) (Unchanged)
for medical treatment, care, childcare, etc.
(2) Management of language schools and education(2) (Unchanged)
business related to language learning(3) Publication, planning, production and sale of books (3) (Unchanged)
and educational materials(4) Planning, production, publication and sale of books, (4) (Unchanged)
educational materials and software related tolanguage learning(5) Marketing research and development of goods,(5) (Unchanged)
training courses, and educational systems(6) Contract clerical services such as reception,(6) (Unchanged)
management of medical records, and medical fee
claims at medical institutions, etc.
(7) Business related to information processing and(7) (Unchanged)
provision through computer, and its operation
training(8) Operation, maintenance, development and sale of(8) (Unchanged)
computer systems and software(9) Consulting services pertaining to management of(9) (Unchanged)
medical institutions(10) Worker dispatch services(10) (Unchanged)(11) Contract services for clinical clerk and works at(11) (Unchanged)
medical institutions, etc.
(12) Contract services for inspection, maintenance, repair, (12) (Unchanged)
and storage of specially controlled medical devices,
as well as management, disinfection, and sterilizationof medical equipment at medical institutions, etc.
(13) Prenatal/postnatal care business(13) (Unchanged)(14) Consulting services related to operation and training (14) (Unchanged)
for prenatal/postnatal care business(15) Business related to provisions and operation of (15) (Unchanged)
public facilities, etc. based on Act on Promotion ofPrivate Finance Initiative (PFI Act)
(16) Sale and home delivery of foods, beverages,(16) Sale and home delivery of foods, beverages, clothing,clothing, everyday sundries, drugs and medicines,
everyday sundries, drugs and medicines, quasi drugs,
nursery items, childcare items, housing equipment,
quasi drugs, nursery items, childcare items, housing
kitchen equipment, as well as sale, home delivery,equipment, kitchen equipment, as well as sale, homerental and import/export of medical aids anddelivery, rental and import/export of medical aids
equipment, welfare equipment, nursing care items,
and equipment, welfare equipment, nursing care
medical goods, sanitary goods, rehabilitation
items, medical goods, sanitary goods, rehabilitationequipment, exercise equipment and goods
equipment, exercise equipment and goods, books andeducational materials(17) Management of pharmacies, and consulting services (17) (Unchanged)
pertaining to such management

4

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(18) Research and development, cultivation, and sale of (18) (Unchanged)
flowers, ornamental plants and seedlings(19) Meal providing services and catering services(19) (Unchanged)(20) Home-visit nursing based on the Health Insurance (20) (Unchanged)Act(21) (i) Designated in-home long-term care supports (21) (i)(Unchanged)
based on the Long-Term Care Insurance Act(ii) The following in-home long-term care(ii) (Unchanged)
services based on the Long-Term Care
Insurance Act(a) Home-visit service(b) Home-visit bathing service(c) Home-visit nursing(d) Outpatient day long-term care(e) Short-term admission for daily life long-term
care(f) Daily life long-term care admitted to specified
facilities(g) Rental of equipment for long-term carecovered by public aid(h) Sale of specified equipment covered by publicaid(i) Management and guidance of in-homemedical service(iii) Community-based services based on the(iii) (Unchanged)
Long-Term Care Insurance Act(a) Home-visit at night for long-term care(b) Outpatient long-term care for dementia
patients(c) Multifunctional long-term care in small sizegroup homes(d) Communal daily long-term care for dementia
patients(e) Daily life long-term care for persons admitted
to community-based specified facilities(f) Multifunctional long-term care in a small
group home with nursing care service(g) Regular and as-needed home-visit for
long-term care and nursing care(h) Community-based outpatient day long-term
care(iv) Preventive long-term care services based on(iv) (Unchanged)
the Long-Term Care Insurance Act(a) Home-visit bathing service for preventive
long-term care(b) Home-visit nursing service for preventive
long-term care(c) Short-term stay for daily preventive long-termcare(d) Daily preventive long-term care admitted to
specified facilities(e) Rental of equipment for preventive long-termcare covered by public aid(f) Sale of specified equipment for preventive
long-term care covered by public aid(g) Management and guidance of in-homemedical service for preventive long-term care(v) Preventive long-term care supports based on(v) (Unchanged)
the Long-Term Care Insurance Act

5

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(vi) Community-based preventive services of(vi) (Unchanged)
long-term care based on the Long-Term Care
Insurance Act(a) Preventive long-term care for dementia
outpatients(b) Multifunctional preventive long-term care insmall group homes(c) Preventive long-term care for dementia incommunal living(vii) Community supports based on the Long-Term(vii) (Unchanged)
Care Insurance Act(viii) Preventive long-term care and comprehensive(viii) (Unchanged)
daily life supporting businesses based on theLong-Term Care Insurance Act(ix) Home modification for in-home long-term(ix) (Unchanged)care(x) Operation and development/management of(x) (Unchanged)
facilities for businesses stated above(22) Consultation supports based on the Comprehensive (22) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act(23) Transportation supports based on the Comprehensive (23) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act(24) Other community life supports based on the(24) (Unchanged)
Comprehensive Supports for Daily Lives and Social
Lives of Persons with Disabilities Act(25) Welfare service for persons with disabilities based on (25) (Unchanged)
the Comprehensive Supports for Daily Lives andSocial Lives of Persons with Disabilities Act(26) Services and supports to prevent physical inability of (26) (Unchanged)
the elderly(27) Assistance to persons with disabilities and the(27) (Unchanged)
elderly(28) In-home long-term care services not covered by the (28) (Unchanged)
Long-Term Care Insurance Act(29) Management of fee-based homes for the elderly, care (29) (Unchanged)
houses, and houses for the elderly(30) Operation and development/management of facilities (30) (Unchanged)
for businesses stated above(31) Consulting services related to operation and training (31) (Unchanged)
for care business(32) Consulting services related to operation and training (32) (Unchanged)
for health care business(33) Fee-based employment placement service(33) (Unchanged)(34) Goods purchasing(34) (Unchanged)(35) Life supporting services and private-expense care(35) (Unchanged)
business(36) Operation of child and child-raising services based(36) (Unchanged)
on the Child Welfare Act, the Social Welfare Act, theChild and Child Care Support Act and other relevantlaws and regulations(i) Operation of authorized day-care centers(i) (Unchanged)(ii) Small-scale childcare business(ii) (Unchanged)(iii) Family day-care business(iii) (Unchanged)(iv) Childcare business on business facilities(iv) (Unchanged)(v) Operation of day-care centers on business(v) (Unchanged)
facilities(vi) Operation of day-care centers at hospitals(vi) (Unchanged)(vii) In-home childcare business(vii) (Unchanged)

6

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(viii) Operation of children’s clubs for after-school(viii)(Unchanged)
activities(ix) Child development services(ix) (Unchanged)(x) Temporary keeping business(x) (Unchanged)(xi) Operation of child-raising support bases related to(xi) (Unchanged)
other than those stated above(37) Operation and development/management of facilities (37) (Unchanged)
for businesses stated above(38) Baby-sitter dispatch services(38) (Unchanged)(39) Consulting services related to operation and training (39) (Unchanged)
for childcare business(40) Sale of goods related to child-raising for the(40) (Unchanged)
childcare business(41) General construction work(41) (Unchanged)(42) Antique trade(42) (Unchanged)(43) Advertising agency(43) (Unchanged)(44) Office administration services including reception(44) (Unchanged)
and information service(45) Agent and mediation of clerical work for medical(45) (Unchanged)
checkup visit(46) Mail-order business(46) (Unchanged)(47) Research and development, and manufacturing of(47) (Unchanged)
welfare equipment and nursing items(48) Hotel(48) (Unchanged)(49) Eating and drinking place(49) (Unchanged)(50) Travel agency(50) (Unchanged)(51) Consulting services for overseas study,(51) (Unchanged)
provision/introduction of international destination
and agency for procedures of overseas study(52) Operation and management of tourist facilities(52) (Unchanged)(53) Non-life insurance agent(53) (Unchanged)(54) Business and activities to promote the use of service (54) (Unchanged)
dogs and therapy dogs(55) Operation and development/management of facilities (55) (Unchanged)
for businesses stated above(56) Breeding and sales of pet dogs(56) (Unchanged)(57) Planning, production and sales of pet supplies(57) (Unchanged)(58) Franchise business(58) (Unchanged)(59) Solicitation of membership stores under franchise(59) (Unchanged)
system and managerial instruction for membershipcompanies(60) Production of websites(60) (Unchanged)(61) Various notification services(61) (Unchanged)(62) Call center services(62) (Unchanged)(63) The following service businesses using(63) (Unchanged)
telecommunications:(i) Monitoring and supporting services for the elderly(i) (Unchanged)(ii) Life-supporting services for the elderly(ii) (Unchanged)(64) Consulting services for the sale of welfare(64) (Unchanged)
equipment, nursery-care items, and other goods(65) Export and import of therapy dogs(65) (Unchanged)(66) Consulting services for the housekeeping business(66) (Unchanged)(67) Development and operation of prenatal/postnatal(67) (Unchanged)care training courses and prenatal/postnatal careservice business(68) Service business to handle foreigners at medical(68) (Unchanged)

institutions(69) Operation of online language learning school(70) Consulting services for long-term care facilities
and childcare facilities design and construction(69) (Unchanged)(70) (Unchanged)
7

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(71) Care business related to pets, and pet daycare(71) (Unchanged)
business(72) Education business for skill development(72) (Unchanged)(73) Suitable implementation of technical intern training (73) (Unchanged)
for foreigners, and intern training implementation
business for foreign technical intern trainees inaccordance with laws related to the care of technicalintern trainees(74) Project for accepting foreigners for domestic(74) (Unchanged)

support based on the Act on National StrategicSpecial Zones(75) Selective care business based on the Act on
National Strategic Special Zones(76) Contract services of medical care expenditure
regulation plan for health insurers
(New)
(New)

(75) (Unchanged)(76) (Unchanged)(77) Life support services for housekeeping(78) Contract clerical services such as reception andvarious office works at municipalities(79) (Unchanged)(77) All services incidental and related to each item
above

8

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 3.

Election of One (1) Director

To further strengthen the management structure, the election of one (1) new Director is proposed. The term ofoffice of the newly elected Director shall continue until the expiration of the terms of office of the other
Directors currently in office, in accordance with the Articles of Incorporation of the Company.
The candidate for Director is as follows:
Name(Date of birth)

Career summary, position and responsibility at the Company

Number ofCompany
shares held

April
1961
June
1980
September 1995

Joined Ministry of FinanceElected to the House of Representatives
Hakuo Yanagisawa
Chair, Committee on Education of the House of(August 18, 1935)
Representatives
March1998 Chair, Committee on Health and Welfare of the House of
New election
Representatives
Outside Director:
Independent
January 2001 Minister of State for Financial Services
Officer
September 2006 Minister of Health, Labour and Welfare
April2010 President, Josai International University[Reason for choosing as candidate for Outside Director]
Mr. Hakuo Yanagisawa has a career that includes eight terms as Member of the House of Representatives, Ministerof Health, Labour and Welfare, Secretary of the National Land Agency, Chairperson of the Financial
Reconstruction Committee, Minister of State for Financial Services, and Chairperson of the Liberal Democratic
Party of Japan’s Research Commission on the Tax System, and he has also served as President of Josai
International University. Currently, he is the Chairman of WB Research Institute of Finance and Economy and he isactively involved in economic analysis in Japan and overseas and has access to a diverse network of people inJapan and overseas.
The Company’s Board of Directors have chosen him as a candidate for the third Outside Director of the Company
in the belief that by making use of Mr. Yanagisawa’s abundant knowledge, experience, etc. the Company will beable to receive advice on the business strategy formulation of the social security system related business andbusiness promotion, the major business areas of the Company, and also with the expectation that he will contributeto the supervision, etc. of the Company’s management from an independent and objective viewpoint.
New Election: Newly elected candidate for Director
Outside Director: candidate for Outside Director
Independent Officer: Independent Officer based on the provisions of the relevant stock exchanges, etc.
Notes: 1. There are no special interests between the Company and Mr. Hakuo Yanagisawa.
2. Mr. Hakuo Yanagisawa is a candidate for Outside Director.
3. Reasons why it was judged that the candidate would appropriately execute his duties as Outside Director
Mr. Hakuo Yanagisawa has not been involved in corporate management other than through serving as an Outside Director
or Outside Corporate Auditor, however, it is judged that he would appropriately execute his duties as Outside Director, as
described in “Reason for choosing as candidate for Outside Director” for Mr. Yanagisawa.
4. In the case that Mr. Hakuo Yanagisawa is elected, in accordance with Article 427, Paragraph 1 of the Companies Act, theCompany is planning to enter into an agreement with him to limit his liability for damages stipulated in Article 423,
Paragraph 1 of the Companies Act, up to the minimum liability amount specified under Article 425, Paragraph 1 of theCompanies Act.
5. In the case that Mr. Hakuo Yanagisawa is elected, the Company plans to appoint him as Independent Director pursuant to
the regulations of the Tokyo Stock Exchange and notify such to the Exchange.

9(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 4.

Election of Three (3) Auditors

The terms of office of three (3) Auditors will expire at the conclusion of this meeting. Accordingly, the electionof three (3) Auditors is proposed.
The Board of Auditors has given its approval of this proposal.
The candidates for Auditors are as follows:
Candidate
NumberName

Current position and responsibilities

Attribute1

Shuji Otomaru

Full time Auditor

Reelection
Outside Corporate Auditor

2

Ippei Matsuno

Auditor
Representative, Ippei Matsuno Tax andAccounting Office

Reelection
Outside Corporate Auditor
Independent Officer

Representative, Joji Uchida CERTIFIED
PUBLIC ACCOUNTANT OFFICE
New Election
Representative, Joji Uchida and Koichi Oshima
3
Joji Uchida
Outside Corporate Auditor
Kyodo Jimsho, Certified Public Accountant
Independent Officer
Outside Audit & Supervisory Board Member,
OCEAN TRADER CO., LTD.
Reelection: Reelected candidate for Auditor
New Election: Newly elected candidate for Auditor
Outside Corporate Auditor: candidate for Outside Corporate Auditor
Independent Officer: Independent Officer based on the provisions of the relevant stock exchanges, etc.

10

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, and position at the Company
March

1

2

3

1969

Number ofCompany
shares held

Joined Metropolitan Police Department as
Police Officer
Shuji Otomaru
1999 Superintendent, Metropolitan Police Department(January 14, 1951) March
August2008 Senior Superintendent
Reelection
August2010 Chief superintendentJune
2011 Full time Auditor of the Company (to present)[Reason for choosing as candidate for Outside Corporate Auditor]
Mr. Shuji Otomaru has sufficient insight into corporate auditing based on sophisticated expertise andabundant experience accumulated in a consistent career at the Metropolitan Police Department.
He has been chosen as a candidate for Outside Corporate Auditor in the belief he has demonstrated his
capabilities as a Corporate Auditor of the Company thus far and in the expectation that he will appropriately
perform his duties as an Outside Corporate Auditor in the future as well.
April1984 Joined the Tokai Bank, Ltd.
Ippei Matsuno
March
1993 Registered as Certified Tax Accountant(June 6, 1961)
Representative, Ippei Matsuno Tax and Accounting
Office (to present)
ReelectionJune2015 Outside Corporate Auditor of the Company (topresent)[Reason for choosing as candidate for Outside Corporate Auditor]
Mr. Ippei Matsuno is well informed about corporate financial matters and accounting as a certified tax
accountant.
He has been chosen as a candidate for Outside Corporate Auditor in the belief he has demonstrated his
capabilities as a Corporate Auditor of the Company thus far and in the expectation that he will appropriately
perform his duties as an Outside Corporate Auditor in the future as well.
April1988 Partner of Chuo Audit Corporation (audit
corporation)
March
1991 Registered as Certified Public Accountant
March2003 Registered as Certified Tax Accountant
Joji Uchida(September 18,
April2007 Representative, Joji Uchida CERTIFIED PUBLIC1965)
ACCOUNTANT OFFICE (to present)May
2010 Representative, Joji Uchida and Koichi Oshima
New Election
Kyodo Jimsho, Certified Public Accountant (topresent)
August2011 Outside Audit & Supervisory Board Member,
OCEAN TRADER CO., LTD. (to present)[Reason for choosing as candidate for Outside Corporate Auditor]
Mr. Joji Uchida has specialist knowledge about taxation and accounting and has abundant experience as
certified public accountant and certified tax accountant.
He has been chosen as a candidate for Outside Corporate Auditor in the belief he will appropriately perform
his duties as an Outside Corporate Auditor.

11

(TRANSLATION FOR REFERENCE PURPOSE ONLY)
Notes: 1. There are no special interests between the Company and any of the candidates.
2. Mr. Shuji Otomaru, Mr. Ippei Matsuno and Mr. Joji Uchida are candidates for Outside Corporate Auditors.
3. Reasons why it was judged that the candidates would appropriately execute their duties as Outside Corporate Auditors
Mr. Shuji Otomaru, Mr. Ippei Matsuno and Mr. Joji Uchida have not been involved in corporate management other than
through serving as an Outside Director or Outside Corporate Auditor, however, it is judged that they would appropriately
execute their duties as Outside Corporate Auditor, as described in “Reason for choosing as candidate for Outside Corporate
Auditor” for each candidate.
4. Agreements limiting liabilities of Outside Corporate Auditors
In the case that Mr. Shuji Otomaru, Mr. Ippei Matsuno are re-elected, in accordance with Article 427, Paragraph 1 of
the Companies Act, the Company is planning to continue an agreement with them to limit their liability for damages
stipulated in Article 423, Paragraph 1 of the Companies Act, up to the minimum liability amount specified under Article
425, Paragraph 1 of the Companies Act.
5. In the case that Mr. Joji Uchida is elected, in accordance with Article 427, Paragraph 1 of the Companies Act, theCompany is planning to enter into an agreement with him to limit his liability for damages stipulated in Article 423,
Paragraph 1 of the Companies Act, up to the minimum liability amount specified under Article 425, Paragraph 1 of theCompanies Act.
6. Years served as Outside Corporate Auditor since appointment(1) Mr. Shuji Otomaru will have served as an Outside Corporate Auditor for eight (8) years as of the end of this Annual
Shareholders Meeting.
(2) Mr. Ippei Matsuno will have served as an Outside Corporate Auditor for four (4) years as of the end of this Annual
Shareholders Meeting.
7. The Company reported Mr. Ippei Matsuno as an Independent Auditor pursuant to the regulations of the Tokyo Stock
Exchange. If his reappointment is approved, he will continue to be an Independent Auditor of the Company.
8. In the case that Mr. Joji Uchida is elected, the Company plans to appoint him as Independent Auditor pursuant to theregulations of the Tokyo Stock Exchange and notify such to the Exchange.

12

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 5.

Payment of Directors’ Bonuses

It is proposed that bonuses of 36,000 thousand yen in total be paid to eight (8) Directors (excluding Outside
Directors) who have been in service during the year under review, in view of the amounts paid in the past, theoperating results of this business year, and other circumstances.

13