(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 8, 2018
2-9 Kanda-Surugadai, Chiyoda-ku, Tokyo, Japan
Nichii Gakkan Co., Ltd.
President and COO
Nobusuke Mori

Notice of the 46th Annual Shareholders Meeting
Dear Shareholders:
You are cordially invited to attend the 46th 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 25, 2018 (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 25, 2018 (JST).
1. Date and Time:

Tuesday, June 26, 2018 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 46th business term (from
April 1, 2017 to March 31, 2018)
2. Non-consolidated Financial Statements for the 46th business term (from April 1, 2017 to March 31,
2018)
Items to be resolved:
Proposal 1. Appropriation of Surplus
Proposal 2. Partial Amendments to the Articles of Incorporation
Proposal 3. Election of Ten (10) Directors
Proposal 4. Payment of Directors’ Bonuses
Proposal 5. Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Outside Directors)
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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 (http://www.nichiigakkan.co.jp/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 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 11 yen per common share of the Company.
Accordingly, the total amount of dividends would be 706,116,180 yen.
(3) Effective date of the dividends from surplus
It is proposed to set the effective date to be June 27, 2018.

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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 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) (Unchanged)(6) Contract clerical services such as reception,
management of medical records, and medical fee
claims at medical institutions, etc.
(7) (Unchanged)(7) Business related to information processing andprovision through computer, and its operation
training(8) Operation, maintenance, development and sale of(8) (Unchanged)
computer systems and software(9) Services for preparation of reports using a(Deleted)
voice-recognition system(9) (Unchanged)(10) Consulting services pertaining to management of
medical institutions(11) Worker dispatch services(10) (Unchanged)(12) Contract services for clinical clerk and works at(11) (Unchanged)
medical institutions, etc.
(13) 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.
(14) Prenatal/postnatal care business(13) (Unchanged)(15) Consulting services related to operation and training (14) (Unchanged)
for prenatal/postnatal care business(16) Business related to provisions and operation of (15) (Unchanged)
public facilities, etc. based on Act on Promotion ofPrivate Finance Initiative (PFI Act)
(16) (Unchanged)(17) 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

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Current Articles of Incorporation
Proposed Amendments(18) Management of pharmacies, and consulting services (17) (Unchanged)
pertaining to such management(19) Research and development, cultivation, and sale of (18) (Unchanged)
flowers, ornamental plants and seedlings(20) Meal providing services and catering services(19) (Unchanged)(21) Home-visit nursing based on the Health Insurance (20) (Unchanged)Act(22) (i) Designated in-home long-term care supports (21) (i)(Unchanged)
based on the Long-Term Care Insurance Act(ii) (Unchanged)(ii) The following in-home long-term careservices 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(New)(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 service for preventive long-term(Deleted)care(b) Home-visit bathing service for preventive(a) (Unchanged)
long-term care(c) Home-visit nursing service for preventive(b) (Unchanged)
long-term care(d) Outpatient preventive long-term care
(Deleted)(e) Short-term stay for daily preventive long-term(c) (Unchanged)care(f) Daily preventive long-term care admitted to(d) (Unchanged)
specified facilities(g) Rental of equipment for preventive long-term(e) (Unchanged)care covered by public aid(h) Sale of specified equipment for preventive(f) (Unchanged)
long-term care covered by public aid

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Current Articles of Incorporation(i) Management and guidance of in-homemedical service for preventive long-term care(v) Preventive long-term care and comprehensive
daily life supporting businesses based on theLong-Term Care Insurance Act(vi) Community-based preventive services oflong-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-TermCare Insurance Act(New)

Proposed Amendments(g) (Unchanged)(v)

Preventive long-term care supports based on
the Long-Term Care Insurance Act(vi)(Unchanged)(vii) (Unchanged)(viii) Preventive long-term care and comprehensive
daily life supporting businesses based on theLong-Term Care Insurance Act(ix) (Unchanged)(viii) Home modification for in-home long-term
care(ix) Operation and development/management of(x) (Unchanged)
facilities for businesses stated above(23) Consultation supports based on the Comprehensive (22) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act(24) Transportation supports based on the Comprehensive (23) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act(25) Other community life supports based on the(24) (Unchanged)
Comprehensive Supports for Daily Lives and Social
Lives of Persons with Disabilities Act(26) Welfare service for persons with disabilities based on (25) (Unchanged)
the Comprehensive Supports for Daily Lives andSocial Lives of Persons with Disabilities Act(27) Services and supports to prevent physical inability of (26) (Unchanged)
the elderly(28) Assistance to persons with disabilities and the(27) (Unchanged)
elderly(29) In-home long-term care services not covered by the (28) (Unchanged)
Long-Term Care Insurance Act(30) Management of fee-based homes for the elderly, care (29) (Unchanged)
houses, and houses for the elderly(31) Operation and development/management of facilities (30) (Unchanged)
for businesses stated above(32) Consulting services related to operation and training (31) (Unchanged)
for care business(33) Consulting services related to operation and training (32) (Unchanged)
for health care business(34) Fee-based employment placement service(33) (Unchanged)(35) Goods purchasing(34) (Unchanged)(36) Life supporting services and private-expense care(35) (Unchanged)
business(36) (Unchanged)(37) 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)

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Current Articles of Incorporation
Proposed Amendments(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)(viii) Operation of children’s clubs for after-school(viii)(Unchanged)
activities(ix) Child development services(ix) (Unchanged)(New)(x) Temporary keeping business(x) Operation of child-raising support bases related to(xi) (Unchanged)
other than those stated above(38) Operation and development/management of facilities (37) (Unchanged)
for businesses stated above(39) Baby-sitter dispatch services(38) (Unchanged)(40) Consulting services related to operation and training (39) (Unchanged)
for childcare business(41) Sale of goods related to child-raising for the(40) (Unchanged)
childcare business(42) General construction work(41) (Unchanged)(43) Antique trade(42) (Unchanged)(44) Sale, rental, and dry disinfection of bedding(Deleted)(45) Advertising agency(43) (Unchanged)(46) Office administration services including reception(44) (Unchanged)
and information service(47) Agent and mediation of clerical work for medical(45) (Unchanged)
checkup visit(48) Mail-order business(46) (Unchanged)(49) Research and development, and manufacturing of(47) (Unchanged)
welfare equipment and nursing items(50) Hotel(48) (Unchanged)(51) Eating and drinking place(49) (Unchanged)(52) Travel agency(50) (Unchanged)(51) (Unchanged)(53) Consulting services for overseas study,
provision/introduction of international destination
and agency for procedures of overseas study(54) Operation and management of tourist facilities(52) (Unchanged)(55) Non-life insurance agent(53) (Unchanged)(56) Business and activities to promote the use of service (54) (Unchanged)
dogs and therapy dogs(57) Operation and development/management of facilities (55) (Unchanged)
for businesses stated above(58) Breeding and sales of pet dogs(56) (Unchanged)(59) Planning, production and sales of pet supplies(57) (Unchanged)(60) Franchise business(58) (Unchanged)(59) (Unchanged)(61) Solicitation of membership stores under franchisesystem and managerial instruction for membershipcompanies(62) Production of websites(60) (Unchanged)(63) Various notification services(61) (Unchanged)(64) Call center services(62) (Unchanged)(65) 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)(66) Sale of alcoholic drinks(Deleted)(67) Consulting services for the sale of welfare(64) (Unchanged)
equipment, nursery-care items, and other goods(68) Export and import of therapy dogs(65) (Unchanged)(69) Consulting services for the housekeeping business(66) (Unchanged)

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Current Articles of Incorporation(70) Development and operation of prenatal/postnatal
care training courses and prenatal/postnatal careservice business

Proposed Amendments(67) (Unchanged)(71) Service business to handle foreigners at medical
institutions(72) Operation of online language learning school(73) Consulting services for long-term care facilities
and childcare facilities design and construction(68) (Unchanged)(69) (Unchanged)(70) (Unchanged)(74) Care business related to pets, and pet daycare(71) (Unchanged)
business(75) Education business for skill development(72) (Unchanged)(76) 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) (Unchanged)(77) Project for accepting foreigners for domestic

support based on the Act on National StrategicSpecial Zones(New)(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(77) (Unchanged)(New)(78) All services incidental and related to each item
above

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Proposal 3.

Election of Ten (10) Directors

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

Current position and responsibilities

Attribute

1

Akihiko Terada

Chairman and CEO
President of Tokyo Marunouchi Publishing Co.,Ltd.

Reelection

2

Nobusuke Mori

President and COO
Chairman of NIHON CREDITLEASE Co., Ltd.

Reelection

Daisuke Terada

Executive Vice President
President and COO and CEO of GABA
Corporation
Chairman of Nichii-HTW China Co., Ltd.

Reelection

Takayuki Masuda

Senior Managing Director
Chief Operating Officer (COO) of China
Business and Executive Division Director of
China Business Headquarters
Chairman of Nichii China Co., Ltd.
Chairman, President and CEO of Beijing Nichii
Sanjie Health Management Co., Ltd.

Reelection

5

Tsuyoshi Terada

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, Chairman of Nichii Hong Kong Co., Reelection
Ltd., Chairman of Nichii Guangzhou Co., Ltd.,
Chairman of Guangzhou ZhengxiangheHousekeeping Service Co., LTD., President and
COO of SELC AUSTRALIA PTY. LTD.,
President and COO of SELC TOURS PTY. LTD.

6

Takako Ide

Managing Director
Executive Division Director of Core Businesses
Headquarters

Reelection

7

Mitsuo Kaise

Director
Executive Division Director of Corporate
Governance Headquarters

Reelection

8

Etsuko Kuroki

Director
Deputy Executive Division Director of Core
Businesses Headquarters, Division Director ofLong-Term Care Division and in charge ofFacility Care Business Department

Reelection

9

Keita Moriwaki

Director
Attorney at Oh-Ebashi LPC & Partners

Reelection
Outside Director
Independent Officer

34

Director, Managing Director of Bain Capital
Private Equity (Japan), LLC, Director of
Reelection
YUKIGUNI MAITAKE CO., LTD., Director of
10
Yuji Sugimoto
Outside Director
Japan Wind Development Co., Ltd., Director of
Independent Officer
Ooedo-Onsen-Monogatari Co., Ltd., Director of
ASATSU-DK INC.
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
May

1

1971

Number ofCompany
shares held

Japan Medical Affairs Institute Co., Ltd. wasincorporated (merged by absorption-type merger with
the Company in April 1976) President of the said
company
Akihiko Terada
August1973 Child Care Academy Co., Ltd. was incorporated(April 23, 1936)
10,928,400(present Nichii Gakkan Co., Ltd.) President of thesharessaid company
ReelectionJune2005 Chairman and CEO of the Company (to present)
October 2014 Chairman and COO(Significant concurrent positions outside the Company)
President of Tokyo Marunouchi Publishing Co., Ltd.
[Reason for choosing as candidate for Director]
Mr. Akihiko Terada has built the current Nichii Group as the founder based on the Company’s social mission
in step with Japan’s social security system.
His broad knowledge backed by management performance that led the Company to a leading company inthe industry, speedy managerial decision and strong leadership for sustained improvement in the corporate
value are essential for further corporate growth in the future, and for these reasons, he has been chosen as a
candidate for Director.

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Candidate
NumberName(Date of birth)

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

2

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
April2008 In charge of Public Relations Department
Nobusuke Mori
June
2009
Managing Director
11,958(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 President and COO (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, as well as concurrently servicing as a Director at group companies andaffiliated companies, and has contributed to the sound management for the overall Group.
Mr. Mori has demonstrated front-line leadership as the Company’s President and COO since December
2017. The Company believes he can use his deep knowledge in business management, new ideas generated
from a wide perspective and ability to get things done, and further fulfill the effective managementadministration function, and for these reasons, he has been chosen as a candidate for Director.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
September 1992
June
1998
October 2002
April
2004
April
2006
June
2008
April
2009
April
2011
February 2012
June
2014
June
2014
October 2015

3

Number ofCompany
shares held

Joined the Company
Director
Managing Director
Division Director of Business Management Division
Senior Managing Director
Executive Vice President
President and COO
Daisuke Terada(August 10, 1968)
275,100
President of NICHII CARENET COMPANY
sharesChairman of Nichii Shanghai Co. Ltd.
Reelection
Executive Vice President (to present)
In charge of China businessIn charge of China business and ZhongFu Nichii
Business Headquarters(Significant concurrent positions outside the Company)
President and COO and CEO of GABA Corporation
Chairman of Nichii-HTW China Co., Ltd.
[Reason for choosing as candidate for Director]
Mr. Daisuke Terada has been involved in the Company’s corporate planning, public relations, long-term carebusiness and China business, as well as concurrently serving as a Director at multiple group companies, andhas extensive experience and results in management and business promotion.
At present, Mr. Terada concurrently serves as Representative Director of GABA Corporation, focuses on the
integration and parallelization of Gaba-COCO Juku, and is working to enhance performance of the language
education business of the overall Group.
The Company believes he can vigorously lead the organization toward further growth of the language
education business with his strong leadership and decision-making ability, and for these reasons, he has beenchosen as a candidate for Director.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
December 1997
December 2005

Takayuki Masuda(April 26, 1965)
Reelection
4

April

2006

April

2008

June
April

2008
2011

December 2011
March
April
April

2012
2015
2015

June

2015

October2015

Joined Healthy Life Service Co., Ltd.
(merged by absorption-type merger with theCompany in July 1999)
Deputy General Manager of Business Department of
Business Management Division
General Manager of Corporate Planning Office ofCorporate Planning Division
Division Director of Corporate Planning Division andGeneral Manager of Corporate Planning OfficeDirector
Managing Director and Division Director of
Education Division
Executive Vice President and Representative Directorof GABA Corporation
President and COO and CEO of GABA Corporation
Senior Executive Officer
Chief Operating Officer (COO) of China Business of
the Company (to present)
Senior Managing Director (to present)

Number ofCompany
shares held

6,300
sharesExecutive Division Director of China Business
Headquarters (to present)(Significant concurrent positions outside the Company)
Chairman of Nichii China Co., Ltd.
Chairman, President and CEO of Beijing Nichii Sanjie HealthManagement 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 excellent ability to get things
done, the Company believes he can contribute to achievement of sustained improvement in the corporate
value of the Group, and for these reasons he has been chosen as a candidate for Director.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
May
2003
November 2007

5

Tsuyoshi Terada(March 22, 1973)
Reelection

April
April

2008
2009

June
June

2009
2009

October
April

2009
2011

July
October

2011
2011

January
January
January
July

2012
2012
2013
2013

April

2014

June
October2014
2014

October

2014

Joined the Company
Acting General Manager of Public Relations Officeof Corporate Planning Division
General Manager of Public Relations Department
General Manager of Public Relations Department of
Public Relations Division
Director
Division Director of Public Relations Division andGeneral Manager of Public Relations Department
Division Director of Public Relations Division
General Manager of International Business
Department
In charge of International Business
General Manager of International Business
Department
Managing Director (to present)
Division Director of Corporate Governance Division
Division Director of Marketing Division
Executive Division Director of Education Business
Headquarters and Division Director of Marketing
Division and General Manager of International
Business Department
Executive Division Director of Global Business
Headquarters and Division Director of Americas andOceania Business Division and Division Director of
China Business Division
Chairman’s Office Executive Officer

Executive Division Director of Corporate
Governance Headquarters

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
Chairman of Nichii Hong Kong Co., Ltd.
Chairman of Nichii Guangzhou Co., Ltd.
Chairman of Guangzhou Zhengxianghe Housekeeping Service Co.,LTD.
President and COO of SELC AUSTRALIA PTY. LTD.
President and COO of SELC TOURS PTY. LTD.

14

Number ofCompany
shares held

150,900
shares(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(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, making
contributions to the expansion of the management administration functions which form the basis of theCompany’s enterprise power.
At present he, as the person in charge overseeing Balance supply businesses (education, healthcare andtherapy), works to further improve the corporate value.
The Company believes he can contribute to further pursuit of economic efficiency in the overall Group
based on his extensive experience and managerial knowledge, and for these reasons, he has been chosen as a
candidate for Director.
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
April
2012 Division Director of Childcare Business Division
October
2014 Deputy Executive Division Director of Business
Takako Ide
Headquarters and Division Director of Childcare(March 11, 1968)
2,900
sharesBusiness Division and Division Director of
Reelection
Childcare Business Division of China Business
6

April

2015

October
April
August

2015
2016
2016

Headquarters
Executive Division Director of Business
Headquarters

Managing Director (to present)
In charge of Education Business Improvement
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.
She currently works to increase productivity and improve profitability as the person in charge overseeing
core businesses (medical care, long-term care and childcare).
The Company believes she can contribute to establishment of a strong organization through her attitude ofplaying fair and taking the initiative, wide perspective and managerial knowledge, and for these reasons,she has been chosen as a candidate for Director.

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(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
Number7

Name(Date of birth)

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

1981
1994
1995

May

1997

January

1998

April

2000

June
July

2000
2000

Mitsuo Kaise(January 19,
1959)

May
April

2003
2004

Reelection

December 2006
March
2007
April
2009
June

2010

April

2012

January
October

2013
2014

April
April

Joined the Company
Senior Manager of Accounting Department
Senior Manager of Accounting Department andManager of Accounting Section
General Manager of Information Management
Department of Information System Development
Division
General Manager of Information Management
Department of Administration Division
Deputy Division Director of Corporate Governance
Division and General Manager of Information
Management Department
Director (to present)
Division Director of Information System Division
and General Manger of Information System
Department
General Manager of Audit Office
Division Director of General & Personnel Affairs
Division and General Manager of Personnel
Department
General Manager of Customer Counseling Office
In charge of Customer Counseling Office
Division Director of Compliance Division andGeneral Manager of Customer Counseling Office
Division Director of General & Personnel Affairs
Division
General Manager of Compliance Promotion Office ofGeneral & Personnel Affairs Division
Division Director of Personnel Division

Number ofCompany
shares held

12,700sharesIn charge of Personnel Department of Corporate
Governance Division of Corporate Governance
Headquarters
2015 Division Director of Corporate Governance
Division of Corporate Governance Headquarters
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 department,
and he has extensive experience and knowledge accumulated for many years in general affairs, personnel
affairs and compliance.
As the person in charge overseeing management administration, Mr. Kaise currently works to restructure theinternal control system, further strengthen the governance structure and enhance the strategy fororganizational personnel affairs that is the central point of business management. The Company believes hecan contribute to achievement of the vision and for these reasons, he has been chosen as a candidate for
Director.

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Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company
October
April

8

1999
2008

Number ofCompany
shares held

Joined the Company
Acting General Manager of Long-Term Care
Business Supervision Office of Healthcare
Headquarters
October 2009 Acting Division Director of Facility Care Business
Division of Healthcare Headquarters
August2010 Acting Division Director of Facility Care Business
Division of Healthcare Headquarters and General
Manager of Hohoemi Business Department
October 2010 Acting Division Director of Facility Care Business
Division of Healthcare Headquarters and General
Manager of Community-based Services Department
April
2011 Vice Executive Division Director of Healthcare
Headquarters and Division Director of Facility Care
Business Division and General Manager ofLong-Term Care Business Supervision OfficeJune2011 Executive Division Director of Healthcare
Headquarters
Etsuko Kuroki
June2012 Director (to present)(March 8, 1966)
2,800
sharesApril
2013 Executive Division Director of Long-Term Care
Reelection
Headquarters
July
2013 Division Director of Facility Care Business Divisionof Long-Term Care Headquarters and General
Manager of Care Services Department
April
2014 Division Director of Facility Care Business Divisionof Long-Term Care Headquarters
October 2014 Division Director of Long-Term Care Division ofBusiness Headquarters
October 2014 Division Director of Long-Term Care Division ofChina Business Headquarters
April
2015 Deputy Executive Division Director of Business
Headquarters
August2015 In charge of Facility Care Business Department ofLong-Term Care Division of Business Headquarters
August2016 Deputy Executive Division Director of Core
Businesses Headquarters, Division Director ofLong-Term Care Division 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, and her strong
leadership has allowed her to make large contributions to growth of the long-term care business.
Ms. Kuroki currently provides accurate guidance as one of persons in charge of core businesses (medicalcare, long-term care and childcare) in addition to the long-term care business.
The Company believes she can contribute to achievement of the future vision of the Group as well as
corporate growth, and for these reasons, she has been chosen as a candidate for Director.

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Candidate
NumberName(Date of birth)

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

910

Number ofCompany
shares held

2000
2003
2009

Joined Mitsui, Yasuda, Wani & Maeda
Joined Sato & Partners
Joined Oh-Ebashi LPC & Partners
Keita Moriwaki(March 19, 1973)
Became Partner of Oh-Ebashi LPC & Partners
January2011(to present)
ReelectionJune2013 Outside Board Member (to present)(Significant concurrent positions outside the Company)
Attorney at Oh-Ebashi LPC & Partners[Reason for choosing as candidate for Outside Director]
Mr. Keita Moriwaki has worked to make legally minded and appropriate responses to various issues in the
Company’s broad business areas and provide apt advice supported by strong awareness in legal complianceand abundant experience and expert knowledge that he has acquired as an attorney in commercial affairs.
It is judged that he would continue to appropriately execute his duties as Outside Director, and for thesereasons, he has been chosen as a candidate for Outside Director.
April
1992
Joined Mitsubishi Corporation
December 2000
Joined Ripplewood Holdings LLC
June
2006
Managing Director of Bain Capital Asia, LLC(present Bain Capital Private Equity (Japan), LLC)
(to present)
June
2012
Director of SKYLARK CO., LTD.
July
2012
Director of Jupiter Shop Channel Co., Ltd.
March
2014
Director of BELLSYSTEM24 Holdings, Inc.
July
2014
Director, Audit Committee Member of
MACROMILL, INC.
May
2015
Director of YUKIGUNI MAITAKE CO., LTD.
Yuji Sugimoto(to present)(July 11, 1969)
June
2015
Outside Board Member of the Company (topresent)
Reelection
July
2015
Director of Japan Wind Development Co., Ltd.
(to present)
February 2016
Director of Ooedo-Onsen-Monogatari Co., Ltd.
(to present)
March
2018
Director of ASATSU-DK INC. (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 of ASATSU-DK INC.
[Reason for choosing as candidate for Outside Director]
Up until now, Mr. Yuji Sugimoto has a track record of many achievements, including investment in many
Japanese companies and provision of management support. It is judged that his extensive experience relating
to corporate growth and deep insight in corporate management gained through his participation in businessat a global level as well as his adequate supervision and shrewd advice are useful for the Company, which isforging ahead with globalization, and he would appropriately execute his duties as Outside Director, and forthese reasons, he has been chosen as a candidate for Outside Director.

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 12 million yen or less,and is less than 1% of the annual net sales of the firm, both are insignificant.
Mr. Yuji Sugimoto is a Director of ASATSU-DK 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 and Mr. Yuji Sugimoto are candidates for Outside Director.
3. Mr. Keita Moriwaki has not been involved in corporate management other than through serving as an Outside Director or18

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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. Moriwaki.
4. The term of office of Mr. Keita Moriwaki as an Outside Director will have been five (5) years, and the term of office of
Mr. Yuji Sugimoto as an Outside Director will have been three (3) years, at the conclusion of this Annual Shareholders
Meeting.
5. In the case that Mr. Keita Moriwaki and Mr. Yuji Sugimoto 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 and Mr. Yuji Sugimoto as Independent Directors pursuant to the regulationsof the Tokyo Stock Exchange.
If their reappointments are approved, they will continue to be Independent Directors of the Company.

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Proposal 4.

Payment of Directors’ Bonuses

It is proposed that bonuses of 38,000 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.

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Proposal 5.

Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Outside Directors)

The annual remuneration for Directors of the Company was set at within 200 million yen by resolution of theextraordinary shareholders meeting held on January 20, 1992 (which includes directors’ bonuses, but does notinclude employee salaries of Directors who concurrently serve as employees). It was also approved at the 43rd
Annual Shareholders Meeting held on June 25, 2015 to set the number of share acquisition rights to be issued
and allocated to Directors excluding Outside Directors as share remuneration-type share options at within
45,000 units a year, separately from the maximum remuneration mentioned above.
With the aim of, as part of revisions of remuneration system for officers, giving incentives, to Directors of theCompany (excluding Outside Directors, hereinafter the “Eligible Directors”), appropriate for sustainable growthin our corporate value and achieving the targets of the medium-term business plan, and for making Eligible
Directors further share values with our shareholders, the Company proposes terminating the above-mentioned
share remuneration-type share options by the close of fiscal 2024 and at the same time newly providing
remuneration for granting restricted shares (“restricted shares” are defined later) to Eligible Directors for thelimited period of seven years from fiscal 2018 to fiscal 2024, in a framework that is separate to the maximum
remuneration amount described above.
The restricted-share remuneration plan (hereinafter the “Plan”) shall consist of the tenure-based restricted shares
which require a certain period of continuous service with the Company for conditions for lifting the transfer
restrictions (“transfer restrictions” are defined later), and the performance target commitment-based restricted
shares which require, in addition to the condition above, achievement of business performance targets including
operating profit the Board of Directors of the Company predetermines for lifting the transfer restrictions.
The remuneration to be provided to Eligible Directors for granting the restricted shares based on this proposal
shall be monetary claims (hereinafter the Monetary Remuneration Claims”) and its total amount, thetenure-based restricted shares and the performance target commitment-based restricted shares combined, shallbe 1,320 million yen or less per year, the level of amount deemed as reasonable in light of the aforementioned
objective provided, which shall be provided for the limited period of seven years from the day on which this
proposal is approved and adopted.
Also, the Company asks that specific granting periods and distributions to each Eligible Director be determinedby the Board of Directors. The remuneration for granting the restricted shares shall not, however, be provided to
Outside Directors.
Moreover, in the Plan, the above-mentioned remuneration amount shall not include employee salaries of
Directors who concurrently serve as employees.
Currently, there are ten Directors (including two Outside Directors). If Proposal 3 “Election of Ten (10)Directors” is approved and adopted as proposed, the number of Directors will be ten, including two Outside
Directors.
The Eligible Directors shall pay in all Monetary Remuneration Claims to be provided based on this proposal in
the form of property contributed in kind, in accordance with the resolution by the Board of Directors of theCompany, and shall, in return, receive common shares of the Company to be issued or disposed of by theCompany. The total number of said common shares of the Company to be issued or disposed of, thetenure-based restricted shares and the performance target commitment-based restricted shares combined, shallbe not more than 132,000 per year (in the event, however, that the Company makes a share split of commonshares of the Company (including gratis allotment of common shares of the Company) or a share consolidationof the same on or after this proposal is approved and adopted, or any other unavoidable circumstance arises
requiring adjustment of the total number of the Company’s common shares to be issued or disposed of as the
restricted shares, such total number shall be adjusted within a reasonable range). In addition, such shares shallbe issued or disposed of for the limited period of seven years from the day on which this proposal is approved
and adopted.
The amount to be paid in per share shall be based on the closing price of the Company’s common shares on theFirst Section of the Tokyo Stock Exchange on the business day immediately before the date of each meeting of
the Board of Directors of the Company to resolve issuance or disposition of the common shares of the Company(if there is no closing price on such date, the closing price of the closest preceding trading day). In addition,such issuance or disposal of the Company’s common shares shall be subject to a restricted share allotment
agreement that include the provisions summarized below and is entered into by and between the Company andeach Eligible Director of the Company (hereinafter the “Allotment Agreement”).
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The provisions are summarized below:(1) Transfer Restriction period
The Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of the commonshares of the Company allotted under the Allotment Agreement (hereinafter the “Allotted Shares”) for aperiod of 30 years that starts from the day on which the Eligible Directors receive such shares based on the
Allotment Agreement for the tenure-based restricted shares, and for a period of one year that starts from theday on which the Eligible Directors receive such shares based on the Allotment Agreement for the
performance target commitment-based restricted shares (each of these period, hereinafter the “Transfer
Restriction Period”). The restrictions described in the previous sentence will hereinafter be referred to as the“transfer restrictions,” and shares with the transfer restrictions will hereinafter be referred to as “restricted
shares.”(2) Treatment on resignation or retirement from office
When an Eligible Director resigns or retires from the position of Director, Executive Officer who does notconcurrently serve as a Director, Auditor, employee, Corporate Adviser or Counselor, or equivalent position,of the Company or subsidiaries of the Company before expiration of the Transfer Restriction Period, theCompany shall automatically acquire the Allotted Shares without contribution unless the reason for his/her
resignation or retirement from office is the expiration of the term of his/her office, death, or any otherjustifiable reason(3) Lifting of the transfer restrictions(i) Notwithstanding the provisions in (1) above, the Company shall lift the transfer restrictions on all of the
Allotted Shares upon expiration of the Transfer Restriction Period, on the condition that a given Eligible
Director has remained in the position of Director, Executive Officer who does not concurrently serve as a
Director, Auditor, employee, Corporate Adviser or Counselor, or equivalent position, of the Company or
subsidiaries of the Company throughout the Transfer Restriction Period. In case any of the Eligible
Directors resigns or retires from any of the positions defined in (2) above before expiration of theTransfer Restriction Period for a reason of the expiration of the term of his/her office, death or any otherjustifiable reason defined in (2) above, the Company shall make reasonable adjustments to the number ofthe Allotted Shares and the schedule to lift the transfer restrictions as necessary. The Company shall
automatically acquire such Allotted Shares without contribution on which the transfer restrictions havenot been lifted as of the time immediately after the transfer restrictions are lifted as specified above.
(ii) Notwithstanding the provisions in (1) above, the Company shall lift the transfer restrictions on all of the
Allotted Shares upon expiration of the Transfer Restriction Period, on the condition that a given Eligible
Director has remained in the position of Director, Executive Officer who does not concurrently serve as a
Director, Auditor, employee, Corporate Adviser or Counselor, or equivalent position, of the Company or
subsidiaries of the Company throughout the Transfer Restriction Period and that business performancetargets including operating profit the Board of Directors of the Company predetermines are achieved. Incase, however, the Eligible Director resigns or retires from any of the positions defined in (2) above
before expiration of the Transfer Restriction Period for a reason of the expiration of the term of his/her
office, death or any other justifiable reason defined in (2) above, the Company shall make reasonableadjustments to the number of the Allotted Shares and the schedule to lift the transfer restrictions asnecessary. The Company shall automatically acquire such Allotted Shares without contribution on which
the transfer restrictions have not been lifted as of the time immediately after the transfer restrictions arelifted as specified above.
(4) Treatment during organizational restructuring, etc.
Notwithstanding the provisions in (1) above, if a merger agreement under which the Company will become anon-surviving company, a share exchange agreement or a share transfer plan based upon which the Company
will become a wholly-owned subsidiary, or other matters relating to organizational restructuring, etc. areapproved in a General Meeting of Shareholders of the Company during the Transfer Restriction Period (orapproved by the Board of Directors of the Company in the event that approval of the General Meeting of
Shareholders is not required in relation to the organizational restructuring, etc.), the Company shall lift the22

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transfer restrictions on a certain number of the Allotted Shares that will be reasonably determined byresolution of the Board of Directors of the Company prior to the date on which the organizational
restructuring, etc., becomes effective, in view of the period from the date of commencement of the Transfer
Restriction Period through the date of approval on the organizational restructuring, etc. In the event specified
above, the Company shall automatically acquire without contribution the Allotted Shares on which thetransfer restrictions have not been lifted as of the time immediately after the transfer restrictions are lifted.
Other matters concerning the Allotment Agreement shall be determined by the Board of Directors of theCompany. Under the Plan, in addition to Eligible Directors, the Company plans to also provide directorsof the wholly-owned subsidiaries in Japan and Executive Officers who do not concurrently serve as a
Director with remuneration granted as the restricted shares in the same manner for Eligible Directors, byresolution of the Board of Directors, and thereafter newly issue or dispose of the common shares of theCompany.

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