(TRANSLATION FOR REFERENCE PURPOSE ONLY)

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

Code No: 9792
June 5, 2020
2-9 Kanda-Surugadai, Chiyoda-ku, Tokyo, Japan
Nichii Gakkan Co., Ltd.
Representative Director and President
Nobusuke Mori

Notice of the 48th Annual Shareholders Meeting
Dear Shareholders:
You are cordially invited to attend the 48th Annual Shareholders Meeting of Nichii Gakkan Co., Ltd. (the“Company”). The meeting will be held as described below.
Shareholders attending this shareholders meeting in person are kindly requested to check the status of the spreadof the novel coronavirus disease (COVID-19) and take note of your own health condition. Please take measures
to protect yourself from infection, such as wearing a face mask, when you attend. In particular, please consider
refraining from attending in person if you are elderly, have a chronic illness, or are pregnant.
Should there be any significant changes to the way the meeting is run due to future circumstances, we will informyou on the following website.
Company website: https://www.nichiigakkan.co.jp/en/ir/stock/shareholders.html
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 return theform to us so that it arrives before 5:15 p.m., Tuesday, June 23, 2020 (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., Tuesday, June 23, 2020 (JST).
1. Date and Time:

Wednesday, June 24, 2020 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 48th business term (from April
1, 2019 to March 31, 2020)
2. Non-consolidated Financial Statements for the 48th business term (from April 1, 2019 to March 31,
2020)
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Items to be resolved:
Appropriation of Surplus
Proposal 1.
Partial Amendments to the Articles of Incorporation
Proposal 2.
Election of Nine (9) Directors
Proposal 3.
Payment of Directors’ Bonuses
Proposal 4.

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, the Nonconsolidated 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)

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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 48th 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 1,306,718,940 yen.
(3) Effective date of the dividends from surplus
It is proposed to set the effective date to be June 25, 2020.

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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 deleted 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(Deleted)business related to language learning(3) Publication, planning, production and sale of books (2) (Unchanged)
and educational materials(4) Planning, production, publication and sale of books, (3) (Unchanged)
educational materials and software related tolanguage learning(5) Marketing research and development of goods,(4) (Unchanged)
training courses, and educational systems(5) (Unchanged)(6) Contract clerical services such as reception,
management of medical records, and medical fee
claims at medical institutions, etc.
(6) (Unchanged)(7) Business related to information processing andprovision through computer, and its operation
training(8) Operation, maintenance, development and sale of(7) (Unchanged)
computer systems and software(9) Consulting services pertaining to management of(8) (Unchanged)
medical institutions(10) Worker dispatch services(9) (Unchanged)(11) Contract services for clinical clerk and works at(10) (Unchanged)
medical institutions, etc.
(12) Contract services for inspection, maintenance, repair, (11) (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(12) (Unchanged)(14) Consulting services related to operation and training (13) (Unchanged)
for prenatal/postnatal care business(15) Business related to provisions and operation of public (14) (Unchanged)
facilities, etc. based on Act on Promotion of Private
Finance Initiative (PFI Act)
(15) (Unchanged)(16) Sale and home delivery of foods, beverages,
clothing, everyday sundries, drugs and medicines,
quasi drugs, nursery items, childcare items, housing
equipment, kitchen equipment, as well as sale, homedelivery, rental and import/export of medical aidsand equipment, welfare equipment, nursing care
items, medical goods, sanitary goods, rehabilitationequipment, exercise equipment and goods, books
and educational materials(17) Management of pharmacies, and consulting services (16) (Unchanged)
pertaining to such management

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Current Articles of Incorporation
Proposed Amendments(18) Research and development, cultivation, and sale of (17) (Unchanged)
flowers, ornamental plants and seedlings(19) Meal providing services and catering services(18) (Unchanged)(20) Home-visit nursing based on the Health Insurance Act (19) (Unchanged)(21) (i) Designated in-home long-term care supports (20) (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-home(Deleted)
medical 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 longterm 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-home(Deleted)
medical service for preventive long-term care(v) Preventive long-term care supports based on(v) (Unchanged)
the Long-Term Care Insurance Act

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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 (21) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act(23) Transportation supports based on the Comprehensive (22) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act(23) (Unchanged)(24) Other community life supports based on theComprehensive Supports for Daily Lives and Social
Lives of Persons with Disabilities Act(25) Welfare service for persons with disabilities based on (24) (Unchanged)
the Comprehensive Supports for Daily Lives andSocial Lives of Persons with Disabilities Act(26) Services and supports to prevent physical inability of (25) (Unchanged)
the elderly(27) Assistance to persons with disabilities and the(26) (Unchanged)
elderly(28) In-home long-term care services not covered by the (27) (Unchanged)
Long-Term Care Insurance Act(29) Management of fee-based homes for the elderly, care (28) (Unchanged)
houses, and houses for the elderly(30) Operation and development/management of facilities (29) (Unchanged)
for businesses stated above(31) Consulting services related to operation and training (30) (Unchanged)
for care business(32) Consulting services related to operation and training (31) (Unchanged)
for health care business(33) Fee-based employment placement service(32) (Unchanged)(34) Goods purchasing(33) (Unchanged)(35) Life supporting services and private-expense care(34) (Unchanged)
business(35) (Unchanged)(36) Operation of child and child-raising services basedon 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)

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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 (36) (Unchanged)
for businesses stated above(38) Baby-sitter dispatch services(37) (Unchanged)(39) Consulting services related to operation and training (38) (Unchanged)
for childcare business(40) Sale of goods related to child-raising for the(39) (Unchanged)
childcare business(41) General construction work(40) (Unchanged)(42) Antique trade(41) (Unchanged)(43) Advertising agency(42) (Unchanged)(44) Office administration services including reception(43) (Unchanged)
and information service(44) (Unchanged)(45) Agent and mediation of clerical work for medical
checkup visit(46) Mail-order business(45) (Unchanged)(47) Research and development, and manufacturing of(46) (Unchanged)
welfare equipment and nursing items(48) Hotel(47) (Unchanged)(49) Eating and drinking place(48) (Unchanged)(50) Travel agency(49) (Unchanged)(50) (Unchanged)(51) Consulting services for overseas study,
provision/introduction of international destination
and agency for procedures of overseas study(52) Operation and management of tourist facilities(51) (Unchanged)(53) Non-life insurance agent(52) (Unchanged)(54) Business and activities to promote the use of service (53) (Unchanged)
dogs and therapy dogs(55) Operation and development/management of facilities (54) (Unchanged)
for businesses stated above(56) Breeding and sales of pet dogs(55) (Unchanged)(57) Planning, production and sales of pet supplies(56) (Unchanged)(58) Franchise business(Deleted)(59) Solicitation of membership stores under franchise(Deleted)system and managerial instruction for membershipcompanies(60) Production of websites(57) (Unchanged)(61) Various notification services(58) (Unchanged)(62) Call center services(59) (Unchanged)(63) The following service businesses using(60) (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(61) (Unchanged)
equipment, nursery-care items, and other goods(65) Export and import of therapy dogs(62) (Unchanged)(66) Consulting services for the housekeeping business(63) (Unchanged)(64) (Unchanged)(67) Development and operation of prenatal/postnatal
care training courses and prenatal/postnatal careservice business(68) Service business to handle foreigners at medical(65) (Unchanged)
institutions(69) Operation of online language learning school(Deleted)(70) Consulting services for long-term care facilities and (66) (Unchanged)
childcare facilities design and construction

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Current Articles of Incorporation
Proposed Amendments(71) Care business related to pets, and pet daycare(67) (Unchanged)
business(72) Education business for skill development(Deleted)(73) Suitable implementation of technical intern training (68) (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 support (69) (Unchanged)
based on the Act on National Strategic Special Zones(75) Selective care business based on the Act on National (70) (Unchanged)
Strategic Special Zones(71) (Unchanged)(76) Contract services of medical care expenditure
regulation plan for health insurers(77) Life support services for housekeeping(72) (Unchanged)(78) Contract clerical services such as reception and(73) (Unchanged)
various office works at municipalities(New)(74) Foreign national worker acceptance service inaccordance with the Immigration Control andRefugee Recognition Act(79) All services incidental and related to each item(75) (Unchanged)
above

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Proposal 3.

Election of Nine (9) Directors

The terms of office of ten (10) Directors will expire at the conclusion of this meeting. Accordingly, the electionof nine (9) new Directors is proposed.
The candidates for Director are as follows:
Candidate
NumberName

GenderCurrent position and responsibilities

1

Nobusuke Mori

Male

Representative Director and President
Chairman of NIHON CREDITLEASE Co., Ltd.

Male

Senior Managing Director
Chief Operating Officer (COO) of China Business
Chairman of Nichii China Co., Ltd.
Reelection
Chairman of Guangzhou ZhengxiangheHousekeeping Service Co., LTD.

Reelection

2

Takayuki Masuda

Attribute
Reelection

3

Tsuyoshi Terada

Male

Managing Director, Executive Division Directorof Balance Supply Business Headquarters,
President and Representative Director of YORK
Global Study Center Co., Ltd., President andRepresentative Director of Nichii Green Farm
Company, President of Tokyo Marunouchi
Publishing Co., Ltd., Chairman of Nichii Hong
Kong Co., Ltd., President and COO of SELC
AUSTRALIA PTY. LTD., President and COO of
SELC TOURS PTY. LTD., Representative
Director of NICHII CARE MANILA Inc.

4

Takako Ide

FemaleManaging Director
Executive Division Director of Core Businesses
Headquarters

Reelection

5

Mitsuo Kaise

Male

Director
Executive Division Director of Corporate
Governance Headquarters

Reelection

Reelection

6

Etsuko Kuroki

FemaleDirector
Division Director of Long-Term Care Division ofCore Businesses Headquarters, and in charge ofFacility Care Business Department

7

Keita Moriwaki

Male

Outside Director
Attorney at Oh-Ebashi LPC & Partners

Reelection
Outside Director
Independent Officer

Reelection
Outside Director
Independent Officer

Reelection
Outside Director
Independent Officer

8

Yuji Sugimoto

Male

Outside Director, Managing Director of Bain
Capital Private Equity (Japan), LLC, Director of
YUKIGUNI MAITAKE CO., LTD., Director ofJapan Wind Development Co., Ltd., Director of
Ooedo-Onsen-Monogatari Co., Ltd., Director,
Member of Audit and Supervisory Committee of
ADK Holdings Inc., Director of Ooedo Onsen
Monogatari Hotels & Resorts Co., Ltd., Directorof Kioxia Holdings Corporation, Director ofWorks Human Intelligence Co., Ltd., Director of
EmberPoint Co., Ltd.

9

Hakuo Yanagisawa

Male

Outside Director

Reelection: Reelected candidate for Director
Outside Director: candidate for Outside Director
Independent Officer: Independent Officer based on the provisions of the relevant stock exchanges, etc.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
March
April
October
October
April

1

1998
2001
2002
2004
2005

Number ofCompany
shares held

Joined the Company
Acting General Manager of Public Relations Office
Deputy General Manager of President’s Office
President’s Office Executive Officer
President’s Office Executive Officer of Corporate
Governance Division
October 2005 General Manager of Public Relations Office ofCorporate Planning Division
November 2005 Division Director of Corporate Planning Division andGeneral Manager of Corporate Planning Office andPublic Relations Office
April2006 Division Director of Corporate Planning Division andGeneral Manager of Public Relations OfficeJune2006 Director
Nobusuke Mori
April
2008 In charge of Public Relations Department
Male
June
2009 Managing Director
55,308(March 3, 1964)
June
2009 In charge of Public Relations
shares
October 2009 President’s Office Executive Officer
ReelectionJune2010 Division Director of Compliance Division andGeneral Manager of Customer Counseling Office
October 2010 Division Director of Compliance Division
April
2011 Senior Managing Director
April2011 Division Director of Corporate Planning Division
August2013 Division Director of China Business Division
October 2014 President’s Office Executive Officer
October 2015 In charge of President’s Office and Corporate
Governance Department
June2016 Executive Vice President
August2016 In charge of Corporate Governance Headquarters
December 2017 Representative Director and President (to present)(Significant concurrent positions outside the Company)
Chairman of NIHON CREDITLEASE Co., Ltd.
[Reason for choosing as candidate for Director]
Mr. Nobusuke Mori has been involved in the Company’s public relations, President’s Office, corporate
planning department and others, and has demonstrated front-line leadership as the Company’s Representative
Director and President since December 2017. He has also served concurrently as a Director at groupcompanies and affiliated companies and in important positions in related industry associations, and has
continuously made great contributions to the development of the entire group.
Based on this extensive experience and results, he plays a central role in the Board of Directors and always
has a clear vision. He has been chosen as a candidate for Director in the belief that he can appropriately
make decisions and supervise execution of duties with respect to important matters of general management,
and achieve sustainable growth and improvement in the corporate value of the Company.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
December 1997

2

Number ofCompany
shares held

Joined Healthy Life Service Co., Ltd.
(merged by absorption-type merger with the Company
in July 1999)
December 2005 Deputy General Manager of Business Department of
Business Management Division
April
2006 General Manager of Corporate Planning Office ofCorporate Planning Division
April
2008 Division Director of Corporate Planning Division andGeneral Manager of Corporate Planning OfficeJune2008 Director
Takayuki Masuda April
2011 Managing Director and Division Director of
Male
Education Division
15,275(April 26, 1965)
December 2011 Executive Vice President and Representative Director
sharesof GABA Corporation
Reelection
March2012 President and COO and CEO of GABA Corporation
April
2015 Senior Executive Officer
April2015 Chief Operating Officer (COO) of China Business of
the Company (to present)June2015 Senior Managing Director (to present)
October 2015 Executive Division Director of China Business
Headquarters(Significant concurrent positions outside the Company)
Chairman of Nichii China Co., Ltd.
Chairman of Guangzhou Zhengxianghe Housekeeping Service Co., LTD.
[Reason for choosing as candidate for Director]
Mr. Takayuki Masuda has served as the person in charge of the corporate planning and the education
department of the Company, as well as President and COO and CEO of one of the group companies, and hecurrently serves as Chief Operating Officer (COO) of the Company’s China business at present.
He has abundant experience, knowledge in global business management and an excellent ability to getthings done. He has been chosen as a candidate for Director in the belief that he can vigorously lead theorganization with his outstanding capability of explanation and strong leadership.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company

Number ofCompany
shares held

May
2003
November 2007

3

Tsuyoshi Terada
Male(March 22, 1973)
Reelection

Joined the Company
Acting General Manager of Public Relations Office ofCorporate Planning Division
April
2008 General Manager of Public Relations Department
April2009 General Manager of Public Relations Department of
Public Relations DivisionJune
2009 DirectorJune2009 Division Director of Public Relations Division andGeneral Manager of Public Relations Department
October 2009 Division Director of Public Relations Division
April
2011 General Manager of International Business
Department
July
2011 In charge of International Business
October 2011 General Manager of International Business
Department
January
2012 Managing Director (to present)
January
2012 Division Director of Corporate Governance Division
January
2013 Division Director of Marketing Division
July
2013 Executive Division Director of Education Business
Headquarters and Division Director of Marketing
Division and General Manager of International
Business Department
April
2014 Executive Division Director of Global Business
Headquarters and Division Director of Americas andOceania Business Division and Division Director of
China Business DivisionJune
2014 Chairman’s Office Executive Officer
October 2014 Executive Division Director of Corporate Governance
Headquarters
October 2014 Division Director of Corporate Governance Divisionof Corporate Governance Headquarters and Division
Director of Global Business Division of Business
Headquarters
August2016 Executive Division Director of Strategic Business
Headquarters
April
2017 Division Director of Corporate Planning Division
April
2018 Executive Division Director of Balance Supply
Business Headquarters (to present)(Significant concurrent positions outside the Company)
President and Representative Director of YORK Global Study Center
Co., Ltd.
President and Representative Director of Nichii Green Farm Company
President of Tokyo Marunouchi Publishing Co., Ltd.
Chairman of Nichii Hong Kong Co., Ltd.
President and COO of SELC AUSTRALIA PTY. LTD.
President and COO of SELC TOURS PTY. LTD.
Representative Director of NICHII CARE MANILA Inc.

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Candidate
Number4

Name(Date of birth)

Career summary, position and responsibility at the Company

Number ofCompany
shares held

[Reason for choosing as candidate for Director]
Mr. Tsuyoshi Terada has served as the person in charge of the public relations and the corporate planningdepartment, and has concurrently served as President and COO at multiple group companies.
At present he serves as the person in charge overseeing Balance supply businesses (education, healthcare
and therapy).
With his managerial knowledge accumulated in these positions and new ideas not bound by conventionalframeworks, he supervises the Company’s management. He has been chosen as a candidate for Director in
the belief that he can contribute to the further pursuit of economic efficiency in the overall group.
August1997 Joined the Company
March2007 Acting General Manager of Organizational
Supervision Office of Corporate Governance Division
April
2008 General Manager of Organizational Supervision
Office of Corporate Governance DivisionJune
2010 Director
February 2011 In charge of Childcare Business
Takako Ide
April
2012 Division Director of Childcare Business Division
Female11,175October 2014 Deputy Executive Division Director of Business(March 11, 1968)
sharesHeadquarters and Division Director of Childcare
Business Division and Division Director of Childcare
Reelection
Business Division of China Business Headquarters
April
2015 Executive Division Director of Business Headquarters
October 2015 Managing Director (to present)
April
2016 In charge of Education Business Improvement
August2016 Executive Division Director of Core Businesses
Headquarters (to present)
December 2016 General Manager of Tokyo Office[Reason for choosing as candidate for Director]
Ms. Takako Ide has been involved in Organization and Human Resources Management Department and all
the departments for domestic businesses of the Company and concurrently served as a Director at groupcompanies. She has extensive experience and results in both management and business promotion.
Currently, she is in charge overseeing core businesses (medical care, long-term care, childcare and humanresource development), and has achieved improvements in profitability and greatly contributed to theCompany’s operating results.
She has been chosen as a candidate for Director in the belief that her strategic planning ability, whichanticipates future market conditions, and outstanding leadership skills, which properly utilizes people,
make her a suitable leader who can support the Company’s core businesses.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
October
March
March

5

1981
1994
1995

Number ofCompany
shares held

Joined the Company
Senior Manager of Accounting Department
Senior Manager of Accounting Department andManager of Accounting Section
May
1997 General Manager of Information Management
Department of Information System Development
DivisionJanuary
1998 General Manager of Information Management
Department of Administration Division
April
2000 Deputy Division Director of Corporate Governance
Division and General Manager of Information
Management Department
June2000 Director (to present)
July
2000 Division Director of Information System Division andGeneral Manager of Information System Department
Mitsuo KaiseMay
2003 General Manager of Audit Office
Male
April
2004 Division Director of General & Personnel Affairs
15,250(January 19,
Division and General Manager of Personnel
shares1959)
Department
December 2006 General Manager of Customer Counseling Office
Reelection
March2007 In charge of Customer Counseling Office
April2009 Division Director of Compliance Division andGeneral Manager of Customer Counseling OfficeJune2010 Division Director of General & Personnel Affairs
Division
April
2012 General Manager of Compliance Promotion Office ofGeneral & Personnel Affairs Division
January
2013 Division Director of Personnel Division
October 2014 In charge of Personnel Department of Corporate
Governance Division of Corporate Governance
Headquarters
April
2015 Division Director of Corporate Governance Divisionof Corporate Governance Headquarters
April
2018 Executive Division Director of Corporate Governance
Headquarters (to present)[Reason for choosing as candidate for Director]
Mr. Mitsuo Kaise has served as the person in charge of the Company’s corporate administrative
departments, having been involved in general affairs, personnel affairs and compliance, and currently serves
as the person in charge of overseeing management administration.
With his extensive experience and knowledge accumulated over many years, he has further strengthened theinternal control system and governance structure, enhanced the strategy for organizational personnel affairs
and demonstrated his supervisory skills of those systems and organizations, as well as contributed to theconstruction of a solid foundation organization for the Company. He has been chosen as a candidate for
Director in the belief that his strong leadership can promote digital transformation, which is one of theCompany’s priority issues.

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Candidate
NumberName(Date of birth)

Etsuko Kuroki
Female(March 8, 1966)

Career summary, position and responsibility at the Company
October
April

1999
2008

October2009

August2010

October

2010

April

2011

June

2011

June
April

2012
2013

July

2013

April

2014

October

2014

October

2014

April

2015

August2015

August

2016

April

2020

Reelection
6

Joined the Company
Acting General Manager of Long-Term Care BusinessSupervision Office of Healthcare Headquarters
Acting Division Director of Facility Care Business
Division of Healthcare Headquarters
Acting Division Director of Facility Care Business
Division of Healthcare Headquarters and General
Manager of Hohoemi Business Department
Acting Division Director of Facility Care Business
Division of Healthcare Headquarters and General
Manager of Community-based Services Department
Vice Executive Division Director of Healthcare
Headquarters and Division Director of Facility Care
Business Division and General Manager of LongTerm Care Business Supervision Office
Executive Division Director of Healthcare
Headquarters
Director (to present)
Executive Division Director of Long-Term Care
Headquarters
Division Director of Facility Care Business Divisionof Long-Term Care Headquarters and General
Manager of Care Services Department
Division Director of Facility Care Business Divisionof Long-Term Care Headquarters
Division Director of Long-Term Care Division ofBusiness Headquarters
Division Director of Long-Term Care Division ofChina Business Headquarters
Deputy Executive Division Director of Business
Headquarters
In charge of Facility Care Business Department ofLong-Term Care Division of Business Headquarters
Deputy Executive Division Director of Core
Businesses Headquarters, Division Director of LongTerm Care Division and in charge of Facility Care
Business Department

Number ofCompany
shares held

6,200
sharesDirector
Division Director of Long-Term Care Division of Core
Businesses Headquarters, and in charge of Facility Care
Business Department (to present)[Reason for choosing as candidate for Director]
Ms. Etsuko Kuroki has served as the person in charge of the long-term care department over many years,
and has made large contributions to growth of the long-term care business, such as the expansion of the area
network of home-visit care centers in fiscal 2019.
Currently, based on this experience and results, she is leading not only the long-term care business, but all
businesses, with her strong leadership as one of the persons in charge overseeing core businesses (medicalcare, long-term care, childcare and human resource development). She has been chosen as a candidate for
Director in the belief that her thorough supervision of operational execution and calm judgment make her
essential to the growth of the Company’s core businesses.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
October
March
January

7

2000
2003
2009

Number ofCompany
shares held

Joined Mitsui, Yasuda, Wani & Maeda
Joined Sato & Partners
Keita Moriwaki
Joined Oh-Ebashi LPC & Partners
Male
Became Partner of Oh-Ebashi LPC & Partners(March 19, 1973) January
2011(to present)June2013 Outside Board Member of the Company (to present)
Reelection(Significant concurrent positions outside the Company)
Attorney at Oh-Ebashi LPC & Partners[Reason for choosing as candidate for Outside Director]
Mr. Keita Moriwaki has abundant experience and expert knowledge that he has acquired as an attorney incommercial affairs, and since assuming his position as a Director of the Company in 2013, he has fulfilled
his role in the management oversight function from a fair and neutral standpoint.
He has contributed to business promotion of the Company by making legally minded and appropriate
responses to various issues in the Company’s broad business areas, and providing apt advice supported bystrong awareness in legal compliance. He has been chosen as a candidate for Director in the belief that he isnecessary to continue improving the fairness, objectivity and transparency in the Company’s management.

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(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
April
1992
December 2000
June
2006

8

Number ofCompany
shares held

Joined Mitsubishi Corporation
Joined Ripplewood Holdings LLC
Managing Director of Bain Capital Asia, LLC(present Bain Capital Private Equity (Japan), LLC) (topresent)
June2012 Director of SKYLARK CO., LTD.
July
2012 Director of Jupiter Shop Channel Co., Ltd.
March2014 Director of BELLSYSTEM24 Holdings, Inc.
July
2014 Director, Audit Committee Member of
MACROMILL, INC.
May
2015 Director of YUKIGUNI MAITAKE CO., LTD.
(to present)June2015 Outside Board Member of the Company (to present)
July
2015 Director of Japan Wind Development Co., Ltd.
(to present)
February 2016 Director of Ooedo-Onsen-Monogatari Co., Ltd.
(to present)
March2018 Director, Member of Audit and Supervisory
Committee of ASATSU-DK INC.
Yuji Sugimoto
August2018 Director of Toshiba Memory Corporation (present
Male
Kioxia Corporation)(July 11, 1969)
September 2018 Director of Ooedo Onsen Monogatari Hotels &Resorts Co., Ltd. (to present)
Reelection
January
2019 Director, Member of Audit and Supervisory
Committee of ADK Holdings Inc. (to present)
March2019 Director of Toshiba Memory Holdings Corporation(present Kioxia Holdings Corporation)
August2019 Director of Works Human Intelligence Co., Ltd. (topresent)
September 2019 Director of Cheetah Digital Co., Ltd. (present
EmberPoint Co., Ltd.) (to present)(Significant concurrent positions outside the Company)
Managing Director of Bain Capital Private Equity (Japan), LLC
Director of YUKIGUNI MAITAKE CO., LTD.
Director of Japan Wind Development Co., Ltd.
Director of Ooedo-Onsen-Monogatari Co., Ltd.
Director, Member of Audit and Supervisory Committee of ADK Holdings
Inc.
Director of Ooedo Onsen Monogatari Hotels & Resorts Co., Ltd.
Director of Kioxia Holdings Corporation
Director of Works Human Intelligence Co., Ltd.
Director of EmberPoint Co., Ltd.
[Reason for choosing as candidate for Outside Director]
Mr. Yuji Sugimoto has a track record of many achievements as the representative of Bain Capital in Japan,
investing in many Japanese companies and providing management support.
Since assuming his position as a Director of the Company in 2015, he has provided shrewd advice based on
his extensive experience and deep insight relating to corporate growth gained through his participation inbusiness at a global level, and demonstrated his role in an effective management oversight function throughactive dialogue. He has been chosen as a candidate for Director in the belief that he is necessary to continue
improving the corporate value of the Company.

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(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company

Number ofCompany
shares held

April
1961
June
1980
September 1995

9

Joined Ministry of FinanceElected to the House of Representatives
Chair, Committee on Education of the House of
Hakuo
Representatives
Yanagisawa
March
1998 Chair, Committee on Health and Welfare of the House
Maleof Representatives(August 18, 1935)
January
2001 Minister of State for Financial Services
Reelection
September 2006 Minister of Health, Labour and Welfare
April2010 President, Josai International University
June2019 Outside Board Member of the Company (to present)[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,
Minister of 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. Currently, he is the
Chairman of WB Research Institute of Finance and Economy, and has access to a diverse network of people
in Japan and overseas and he is actively involved in economic analysis in Japan and overseas.
Since assuming his position as a Director of the Company in 2019, he has provided quality advice on
appropriate management decisions through his deep insight related to the social security system, which is
closely linked to the Company’s core businesses, and economic conditions in Japan and overseas. He has
been chosen as a candidate for Director in the belief that he will continue to benefit the Company’s
management.

Notes: 1. Special interests between the Company and any of the candidates of Directors(1) Mr. Keita Moriwaki is an attorney of Oh-Ebashi LPC & Partners, and between the Company and the firm, there is atransaction relationship such as consignment of legal affairs, but the amount of transactions is less than 1% of theannual net sales of the firm, which is insignificant.
Mr. Yuji Sugimoto is a Director, Member of Audit and Supervisory Committee of ADK Holdings Inc., and between
the Company and the aforementioned company, there is a transaction relationship such as advertisement posting, but
the amount of transactions accounts for as insignificant as less than 1% of the consolidated annual net sales of both
the Company and the aforementioned company respectively.
(2) There are no special interests between the Company and any other candidates than the above.
2. Mr. Keita Moriwaki, Mr. Yuji Sugimoto and Mr. Hakuo Yanagisawa are candidates for Outside Director.
3. Mr. Keita Moriwaki and Mr. Hakuo Yanagisawa have not been involved in corporate management other than throughserving as an Outside Director or Outside Corporate Auditor, however, it is judged that they would appropriately execute
their duties as Outside Director, as described in “Reason for choosing as candidate for Outside Director” for them.
4. The term of office of Mr. Keita Moriwaki as an Outside Director will have been seven (7) years, the term of office of Mr.
Yuji Sugimoto as an Outside Director will have been five (5) years, and the term of office of Mr. Hakuo Yanagisawa as an
Outside Director will have been one (1) year at the conclusion of this Annual Shareholders Meeting.
5. In the case that Mr. Keita Moriwaki, Mr. Yuji Sugimoto and Mr. Hakuo Yanagisawa 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.
6. The Company reported Mr. Keita Moriwaki, Mr. Yuji Sugimoto and Mr. Hakuo Yanagisawa as Independent Directors
pursuant to the regulations of the Tokyo Stock Exchange.
If their reappointments are approved, they will continue to be Independent Directors of the Company.

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(TRANSLATION FOR REFERENCE PURPOSE ONLY)<Reference Information>
Director Election Proposal and Skill Matrix of Candidates[Candidates for Director]

Overview

Name

Nobusuke Mori

Takayuki Masuda

Tsuyoshi Terada

Takako Ide

Current position

Representative
Director andPresident

Senior Managing
Director

Managing Director

Managing Director

Reelection

Reelection

Reelection as
Executive Vice
President

Reelection as Senior
Managing Director

Male

Male

Male

Female●●●○New election/reelection(proposed)
Diversity
Independence
Corporate management
experience (including at groupcompanies, other companies,
etc.)

Involvement with each matter to date:● main involvement○ involvement as a strength

Medical Support○

Long-Term Care●

Childcare
Matters concerning
the Company’s
Healthcare
business
Therapy●○●

GlobalOther mattersconcerning theCompany

Other matters●

Sales and Marketing○

Corporate Planning●

Public Relations●

ICT
Matters concerning
the Company’s
Personnel and Labor
management base
Human Resources
Development

●
○

●

●
●

○

○

●

Finance and Accounting○

Compliance and Legal
Matters●

Experience working overseas○

Experience working at
offices and branches
Experience working for thenational government andpublic administrations
Industry knowledge andpersonal network

●

○

●

○
○

●

○

○

M&A
Related expertise and otheritems to report

Nurse

19

(TRANSLATION FOR REFERENCE PURPOSE ONLY)[Candidates for Director]
Name

Overview

Mitsuo Kaise

Etsuko Kuroki

Current position

Director

Director

New election/reelection(proposed)

Reelection

Reelection

Reelection

Reelection

Reelection

Male

Female

Male

Male

Male

Diversity

Yuji Sugimoto○

Hakuo Yanagisawa

Outside Director Outside Director Outside Director

Independent
Independent
Outside Director Outside Director

Independence
Corporate management
experience (including at groupcompanies, other companies,
etc.)

Keita Moriwaki○

Independent
Outside Director●

Medical Support
Long-Term Care●

Childcare
Matters concerning
the Company’s
Healthcare
business
Therapy○●

GlobalSales and Marketing
Corporate Planning
Public Relations
ICT
Matters concerning
the Company’s
Personnel and Labor
management base
Human Resources
Development
Finance and Accounting

Other mattersconcerning theCompany

Other matters

Compliance and Legal
Matters
Experience working
overseas
Experience working at
offices and branches
Experience working for thenational government andpublic administrations
Industry knowledge andpersonal network

●

○

●

●
●

●
○
○
●

M&A

●

Related expertise and otheritems to report

Nurse

20

Attorney

Former Minister
Managementof Health, Labour
support, andand Welfare
experience as
Former Minister
director, etc. atof State forvarious companies
Financial Services

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 4.

Payment of Directors’ Bonuses

It is proposed that bonuses of 35,000 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.

21