(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 10, 2016
2-9 Kanda-Surugadai, Chiyoda-ku, Tokyo, Japan
Nichii Gakkan Co., Ltd.
Chairman, President and CEO
Akihiko Terada

Notice of the 44th Annual Shareholders Meeting
Dear Shareholders:First and foremost, we at Nichii Gakkan Co., Ltd. would like to offer our deepest sympathy to all those whohave suffered hardship from the 2016 Kumamoto Earthquake and hope for a speedy recovery of the affected
region.
You are cordially invited to attend the 44th 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 thefollowing methods. Please review the Reference Documents for the Shareholders Meeting and exercise
your voting rights.
[Exercising Voting Rights by Mail]
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 27, 2016 (JST).
[Exercising Voting Rights via the Internet]
Please access the website (http://www.evote.jp/) designated by the Company, and enter your vote of approval ordisapproval 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 27, 2016 (JST).
[Handling of duplicated exercises of voting rights by the same shareholder]If you exercise your voting rights by two different methods, that is, via the Internet as well as by mailing yourvoting form, the vote via the Internet shall be deemed valid, regardless of the date and time when your voting
results reach us.
If you exercise your voting rights more than once via the Internet, only the final execution shall be deemedvalid.
1. Date and Time:

Tuesday, June 28, 2016 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 44th business term (from
April 1, 2015 to March 31, 2016)
2. Non-consolidated Financial Statements for the 44th business term (from April 1, 2015 to March 31,
2016)
1

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

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. Election of Accounting Auditor

For those attending on the day, please present the enclosed voting form at the reception desk upon arrival at the meeting.
Pursuant to the relevant laws and regulations and Article 16 of the Company’s Articles of Incorporation, the following items areposted on the Company’s website (http://www.nichiigakkan.co.jp/ir/stock/shareholders.html) and are not attached to this notice.
Accordingly, the attached documents to this notice are part of the documents that were audited by the auditors and the accounting
auditor in preparing the Audit Reports.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Financial Statements
If any revision is made with regard to the Reference Documents for the Shareholders Meeting, the Business Report, theConsolidated Financial Statements and/or the Non-consolidated Financial Statements, the Company will post such revision on the
Company’s website (http://www.nichiigakkan.co.jp).

2

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Reference Documents for the Shareholders Meeting
Proposal 1.

Appropriation of Surplus

The Company regards the return of profit to its shareholders as a key management issue, and proposes thepayment of year-end dividends and other appropriation of surplus for the 44th business term in consideration of
the term’s operating results, future business development, and other aspects, as follows.
1. Matters regarding the year-end dividend(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 706,112,374 yen.
(3) Effective date of the dividends from surplus
It is proposed to set the effective date to be June 29, 2016.
2. Other appropriation of surplus(1) Item of surplus to be decreased and amount of decrease
General reserve: 8,000,000,000 yen(2) Item of surplus to be increased and amount of increase
Retained earnings brought forward: 8,000,000,000 yen
Proposal 2.

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) To clarify the fact that the Company is a limited liability company in the English-language name of
the Company, changes are to be made to Article 1 (Name of the Company) of the current Articles ofIncorporation.
(2) In order to prepare for the Company’s future business development, business purposes are to be
added in Article 2 (Purpose) of the current Articles of Incorporation.
(3) 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
CHAPTER I. GENERAL PROVISIONS(Name of the Company)
Article 1. The name of the Company shall be Kabushiki
Kaisha Nichii Gakkan, and it will be displayed in
English as NICHII GAKKAN COMPANY.
(Purpose)
Article 2. The purpose of the Company shall be to engage
in the following businesses:(1) Education business for human resource development
for medical treatment, care, childcare, etc.
(2) Management of language schools(3) Publication, planning, production and sale of books
and educational materials

Proposed Amendments
CHAPTER I. GENERAL PROVISIONS(Name of the Company)
Article 1. The name of the Company shall be Kabushiki
Kaisha Nichii Gakkan, and it will be displayed in
English as NICHII GAKKAN CO., LTD.
(Purpose)
Article 2. (Unchanged)(1) (Unchanged)(2) (Unchanged)(3) (Unchanged)

3

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(4) Planning, production, publication and sale of books, (4) (Unchanged)
educational materials and software related tolanguage learning(5) Marketing research and development of goods,(5) (Unchanged)
training courses, and educational systems(6) Contract clerical services such as reception,(6) (Unchanged)
management of medical records, and medical fee
claims at medical institutions, etc.
(7) Business related to information processing and(7) (Unchanged)
provision through computer, and its operation
training(8) Operation, maintenance, development and sale of(8) (Unchanged)
computer systems and software(9) Services for preparation of reports using a(9) (Unchanged)
voice-recognition system(10) Consulting services pertaining to management of(10) (Unchanged)
medical institutions(11) Worker dispatch services(11) (Unchanged)(12) Contract services for clinical clerk and works at(12) (Unchanged)
medical institutions, etc.
(13) Contract services for inspection, maintenance, repair, (13) (Unchanged)
and storage of specially controlled medical devices,
as well as management, disinfection, andsterilization of medical equipment at medical
institutions, etc.
(14) Prenatal/postnatal care business(14) (Unchanged)(15) Consulting services related to operation and training (15) (Unchanged)
for prenatal/postnatal care business(16) Business related to provisions and operation of(16) (Unchanged)
public facilities, etc. based on Act on Promotion ofPrivate Finance Initiative (PFI Act)
(17) (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(18) Management of pharmacies, and consulting services (18) (Unchanged)
pertaining to such management(19) Research and development, cultivation, and sale of (19) (Unchanged)
flowers, ornamental plants and seedlings(20) Meal providing services and catering services(20) (Unchanged)(21) Home-visit nursing based on the Health Insurance(21) (Unchanged)Act(22) (i) Designated in-home long-term care supports (22) (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

4

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(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) (Unchanged)(iii) Community-based services based on theLong-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(iv) (Unchanged)(iv) Preventive long-term care services based on
the Long-Term Care Insurance Act(a) Home-visit service for preventive long-term
care(b) Home-visit bathing service for preventive
long-term care(c) Home-visit nursing service for preventive
long-term care(d) Outpatient preventive long-term care(e) Short-term stay for daily preventive long-term
care(f) Daily preventive long-term care admitted to
specified facilities(g) Rental of equipment for preventive long-termcare covered by public aid(h) Sale of specified equipment for preventive
long-term care covered by public aid(i) Management and guidance of in-homemedical service for preventive long-term care(v) Preventive long-term care supports based on(v) (Unchanged)
the Long-Term Care Insurance Act(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) Home modification for in-home long-term(viii) (Unchanged)care(ix) Operation and development/management of(ix) (Unchanged)
facilities for businesses stated above(23) Consultation supports based on the Comprehensive (23) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act

5

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(24) Transportation supports based on the Comprehensive (24) (Unchanged)
Supports for Daily Lives and Social Lives of Persons
with Disabilities Act(25) Other community life supports based on the(25) (Unchanged)
Comprehensive Supports for Daily Lives and Social
Lives of Persons with Disabilities Act(26) Welfare service for persons with disabilities based on (26) (Unchanged)
the Comprehensive Supports for Daily Lives andSocial Lives of Persons with Disabilities Act(27) Services and supports to prevent physical inability of (27) (Unchanged)
the elderly(28) Assistance to persons with disabilities and the(28) (Unchanged)
elderly(29) In-home long-term care services not covered by the (29) (Unchanged)
Long-Term Care Insurance Act(30) Management of fee-based homes for the elderly, care (30) (Unchanged)
houses, and houses for the elderly(31) Operation and development/management of facilities (31) (Unchanged)
for businesses stated above(32) Consulting services related to operation and training (32) (Unchanged)
for care business(33) Consulting services related to operation and training (33) (Unchanged)
for health care business(34) Fee-based employment placement service(34) (Unchanged)(35) Goods purchasing(35) (Unchanged)(36) Life supporting services and private-expense care(36) (Unchanged)
business(37) (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)(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)(x) Operation of child-raising support bases related to(x) (Unchanged)
other than those stated above(38) Operation and development/management of facilities (38) (Unchanged)
for businesses stated above(39) Baby-sitter dispatch services(39) (Unchanged)(40) Consulting services related to operation and training (40) (Unchanged)
for childcare business(41) Sale of goods related to child-raising for the(41) (Unchanged)
childcare business(42) General construction work(42) (Unchanged)(43) Antique trade(43) (Unchanged)(44) Sale, rental, and dry disinfection of bedding(44) (Unchanged)(45) Advertising agency(45) (Unchanged)(46) Office administration services including reception(46) (Unchanged)
and information service(47) Agent and mediation of clerical work for medical(47) (Unchanged)
checkup visit

6

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Current Articles of Incorporation
Proposed Amendments(48) Mail-order business(48) (Unchanged)(49) Research and development, and manufacturing of(49) (Unchanged)
welfare equipment and nursing items(50) Hotel(50) (Unchanged)(51) Eating and drinking place(51) (Unchanged)(52) Travel agency(52) (Unchanged)(53) Consulting services for overseas study,(53) (Unchanged)
provision/introduction of international destination
and agency for procedures of overseas study(54) Operation and management of tourist facilities(54) (Unchanged)(55) Non-life insurance agent(55) (Unchanged)(56) Business and activities to promote the use of service (56) (Unchanged)
dogs and therapy dogs(57) Operation and development/management of facilities (57) (Unchanged)
for businesses stated above(58) Breeding and sales of pet dogs(58) (Unchanged)(59) Planning, production and sales of pet supplies(59) (Unchanged)(60) Franchise business(60) (Unchanged)(61) Solicitation of membership stores under franchise(61) (Unchanged)
system and managerial instruction for membershipcompanies(62) Production of websites(62) (Unchanged)(63) Various notification services(63) (Unchanged)(64) Call center services(64) (Unchanged)(65) The following service businesses using(65) (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(66) (Unchanged)(67) Consulting services for the sale of welfare(67) (Unchanged)
equipment, nursery-care items, and other goods(68) Export and import of therapy dogs(68) (Unchanged)(69) Consulting services for the housekeeping business(69) (Unchanged)(70) Development and operation of prenatal/postnatal(70) (Unchanged)care training courses and prenatal/postnatal careservice business(71) Service business to handle foreigners at medical(New)

institutions(72) Operation of online language learning school(73) Consulting services for long-term care facilities
and childcare facilities design and construction

(New)
(New)
(71) All services incidental and related to each item
above(74) (Unchanged)

7

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 3.

Election of Ten (10) Directors

The terms of office of seventeen (17) Directors will expire at the conclusion of this meeting. Accordingly, theelection of ten (10) new Directors is proposed.
The candidates for Directors are as follows:
Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)
May

1

2

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
August1973 Child Care Academy Co., Ltd. was incorporated(present Nichii Gakkan Co., Ltd.) President of the
9,998,100
Akihiko Terada
said company
shares(April 23, 1936)
June
2005 Chairman and CEO of the Company (to present)
October 2014 Chairman and COO (to present)(Significant concurrent positions outside the Company)
President of Tokyo Marunouchi Publishing Co., Ltd.
Chairman of NIHON CREDITLEASE Co., Ltd.
[Reason for choosing as candidate for Director]
Mr. Akihiko Terada has been President of the Company since its incorporation, and based on the Company’ssocial mission, he has pushed forward numerous initiatives to increase corporate value in step with Japan’ssocial security system and driven the entire industry which led to the Company becoming a leading
company.
To succeed in our bold challenge of globalization, the Company’s growth strategy, speedy management
execution based on Mr. Terada’s front-line leadership is essential, and for these reasons, he has been chosen
as a candidate for Director.
September 1992 Joined the Company
June
1998 Director
October 2002 Managing Director
April2004 Division Director of Business Management Division
April
2006 Senior Managing DirectorJune2008 Executive Vice President
Daisuke Terada
274,900
April
2009 President and COO(August 10, 1968)
sharesApril
2011 President of NICHII CARENET COMPANY
February 2012 Chairman of Nichii Shanghai Co. Ltd.
June
2014 Executive Vice President (to present)June2014 In charge of China business
October 2015 In charge of China business and ZhongFu Nichii
Business Headquarters (to present)[Reason for choosing as candidate for Director]
Mr. Daisuke Terada has been involved in the Company’s corporate planning, public relations, and long-termcare department, as well as concurrently serving as a Director at multiple group companies, and has
extensive experience and results in both management and business promotion.
In the development of the Company’s China business, he has created strategic partnerships with the groups
directly controlled by Chinese government organizations, the key to business success in China, contributing
to the establishment of locally incorporated companies in China.
At the Japan head office, Mr. Terada serves as the person in charge of ZhongFu Nichii Business
Headquarters and plays a key role in management and business promotion with both an inherent passion andnegotiation skills, and for these reasons, he has been chosen as a candidate for Director.

8

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)
March
April
October
October
April

3

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 OfficeNobusuke Mori
8,758
June
2006 Director(March 3, 1964)
sharesApril
2008 In charge of Public Relations Department
June2009 Managing DirectorJune2009 In charge of Public Relations
October 2009 President’s Office Executive Officer
June2010 Division Director of Compliance Division andGeneral Manager of Customer Counseling Office
October 2010 Division Director of Compliance Division
April
2011 Senior Managing Director (to present)
April
2011 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 (to present)[Reason for choosing as candidate for Director]
Mr. Nobusuke Mori has been involved in the Company’s public relations, corporate planning, andcompliance promotion department, as well as concurrently serving as a Director at group companies andaffiliated companies, and has given meaningful advice toward the creation of sound management for theoverall Group.
Furthermore, based on his sales and business promotion skills cultivated at financial institutions prior tojoining the Company, he has worked to enhance the coordination of management resources throughout the
Nichii Group through a range of new ideas born from broad perspective, and for these reasons the Company
believes he can work to maximize our corporate value, and has chosen him as a candidate for Director.

9

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)
December 1997
December 2005

Takayuki Masuda(April 26, 1965)
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

4,800
sharesExecutive Division Director of China Business
Headquarters (to present)(Significant concurrent positions outside the Company)
Chairman, President and CEO of Nichii Beijing 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 andChief Operating Officer (COO) of the Company’s China Business, and in addition to his extensive
experience and broad insight, he has knowledge relating to global business management, and for thesereasons, the Company believes he can drive the growth strategy of the Nichii Group, and has chosen him asa candidate for Director.

10

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)
May
2003
November 2007
April
April

2008
2009

June
June

2009
2009

October
April

2009
2011

July
October

2011
2011

January
January
January
July

2012
2012
2013
2013

Tsuyoshi Terada(March 22, 1973)
April

2014

June
October2014
2014

October

2014

5

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

Number ofCompany
shares held

149,700
sharesExecutive Division Director of Corporate
Governance Headquarters (to present)

Division Director of Corporate Governance Divisionof Corporate Governance Headquarters and Division
Director of Global Business Division of Business
Headquarters(Significant concurrent positions outside the Company)
President and Representative Director of YORK Global Study Center
Co., Ltd.

Chairman of Nichii Hong Kong Co., Ltd.
Chairman of Nichii Guangzhou Co., Ltd.
President and COO of SELC AUSTRALIA PTY. LTD.
President and COO of SELC TOURS PTY. LTD.
President and COO of SELC-Global Center Philippines Corporation[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.
Through his strong leadership based on extensive experience and broad perspective in a range of fields
throughout the Nichii Group, the Company believes he will contribute to maximizing our corporate value,and has chosen him as a candidate for Director.

11

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Takako Ide(March 11, 1968)

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)
August
March

1997
2007

April

2008

June
February
April
October

2010
2011
2012
2014

6
April
October
April

Number ofCompany
shares held

Joined the Company
Acting General Manager of Organizational
Supervision Office of Corporate Governance Division
General Manager of Organizational Supervision
Office of Corporate Governance Division
Director
In charge of Childcare Business
Division Director of Childcare Business Division

Deputy Executive Division Director of Business
Headquarters and Division Director of Childcare
Business Division and Division Director ofChildcare Business Division of China Business
Headquarters
2015 Executive Division Director of Business
Headquarters (to present)

2015
2016

2,000
sharesManaging Director (to present)
In charge of Education Business Improvement(to present)[Reason for choosing as candidate for Director]
Ms. Takako Ide has been the person in charge of all of the Company’s businesses including childcare,
medical services, long-term care, healthcare and education, and in addition to her extensive operational
experience, results and contributions, her popularity inside and outside of the company and excellent
character make her an invaluable human resource in the Company’s business growth and development, andfor these reasons, she has been chosen as a candidate for Director.

12

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Mitsuo Kaise(January 19,
1959)7

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)
October
March
March

1981
1994
1995

May

1997

January

1998

April

2000

June
July

2000
2000

May
April

2003
2004

December 2006
March
2007
April
2009
June

2010

April

2012

January
October

2013
2014

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

12,400sharesIn charge of Personnel Department of Corporate
Governance Division of Corporate Governance
Headquarters (to present)2015 Division Director of Corporate Governance
Division 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 corporate administrative department of theCompany, and his extensive experience and results in overall human resources strategy has contributed tothe development of the Company.
The Company believes this makes him suitable to enhance human resources development, education, andutilization, which are important in supporting the Company’s growth strategy, and for these reasons, he has
been chosen as candidate for Director.

13

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)
October
April

8

9

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
1,700
Etsuko Kuroki
Headquarters
shares(March 8, 1966)
June
2012 Director (to present)
April
2013 Executive Division Director of Long-Term Care
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 (to present)
October 2014 Division Director of Long-Term Care Division ofChina Business Headquarters
April
2015 Deputy Executive Division Director of Business
Headquarters (to present)
August2015 In charge of Facility Care Business Department ofLong-Term Care Division of Business Headquarters(to present)[Reason for choosing as candidate for Director]
Ms. Etsuko Kuroki has served as the person in charge of the Company’s long-term care department, and her
extensive experience and results as well as broad knowledge relating to overall business strategy in thelong-term care business as well as inherent, strong leadership have allowed her to make large contributions
to the Company.
The Company believes she will drive the Nichii Group’s growth strategy, and has chosen her as a candidate
for Director.
October 2000 Joined Mitsui, Yasuda, Wani & Maeda
March2003 Joined Sato & Partners
January
2009 Joined Oh-Ebashi LPC & Partners
Keita Moriwaki(March 19, 1973)
Became Partner of Oh-Ebashi LPC & Partners
January2011(to present)June2013 Outside Board Member (to present)[Reason for choosing as candidate for Outside Board Member ]Mr. Keita Moriwaki has not been involved in corporate management other than through serving as an
Outside Board Member or Outside Corporate Auditor, however, he has abundant experience and expert
knowledge as an attorney in commercial legal affairs as well as a high spirit of compliance with the law, andtherefore it is judged that he would appropriately execute his duties as Outside Board Member and we would
propose his election.

14

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Candidate
NumberName(Date of birth)

Career summary, position and responsibility at the Company(Significant concurrent positions outside the Company)

Number ofCompany
shares held

April
1992
December 2000
July
2005
June
2006

10

Joined Mitsubishi Corporation
Joined Ripplewood Holdings LLC
Joined RHJ International Japan, Inc.
Managing Director of Bain Capital Asia, LLC(to present)
December 2009
Director of BELLSYSTEM24, Inc.
November 2011
Outside Director of SKYLARK CO., LTD.
June
2012
Director of SKYLARK CO., LTD. (to present)
March
2014
Outside Director of MACROMILL, INC.
March
2014
Director of BELLSYSTEM24 Holdings, Inc.
(to present)
Yuji Sugimoto
July
2014
Director, Audit Committee Member of(July 11, 1969)
MACROMILL, INC. (to present)
March
2015
Director, Nominating Committee member, andCompensation Committee Member of
MACROMILL, INC. (to present)May
2015
Director of YUKIGUNI MAITAKE CO., LTD.
(to present)
June
2015
Outside Board Member of the Company (topresent)
July
2015
Director of Japan Wind Development Co., Ltd.
(to present)
February 2016
Director of Ooedo-Onsen-Monogatari Co., Ltd.
(to present)[Reason for choosing as candidate for Outside Board Member]
Mr. Yuji Sugimoto possesses the experience of direct involvement in the management of companies, and up
until now, he has a track record of many achievements, including investment in many Japanese companies
and provision of management support. It is judged that with his extensive experience and broad knowledge
relating to corporate growth gained through his participation in business at a global level, he would
appropriately execute his duties as Outside Board Member to the benefit of the Company, which is forging
ahead with globalization, and we propose his election.

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 negligible.
(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 Board Member.
3. The term of office of Mr. Keita Moriwaki as an Outside Board Member will have been three (3) years, and the term ofoffice of Mr. Yuji Sugimoto as an Outside Board Member will have been one (1) year, at the conclusion of this Annual
Shareholders Meeting.
4. 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.
5. 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.

15

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 4.

Payment of Directors’ Bonuses

It is proposed that bonuses of 38,000 thousand yen in total be paid to seventeen (17) Directors (including two(2) Outside Board Members) and three (3) Auditors who have been in service during the year under review(35,300 thousand yen for Directors and 2,700 thousand yen for Auditors), in view of the amounts paid in thepast, the operating results of this business year, and other circumstances.
Proposal 5.

Election of Accounting Auditor

The term of office of the Accounting Auditor of the Company, BDO Toyo & Co., will expire at the conclusionof this Annual Shareholders Meeting. Accordingly, the election of a new Accounting Auditor is proposed.
This proposal is based on the decision of the Board of Auditors.
The reason for the Board of Auditors to nominate PricewaterhouseCoopers Kyoto as the Accounting Auditor isthat the Board of Auditors decides PricewaterhouseCoopers Kyoto is appropriate, comprehensively considering
its independence, expertise, quality control system and other aspects.
The candidate for the Accounting Auditor is as follows:(as of April 30, 2016)
Name

PricewaterhouseCoopers Kyoto
World Trade Center Building 5th Floor
2-4-1 Hamamatsu-cho, Minato-ku, Tokyo

Offices
Kyoto Mitsui Building 7th Floor
Shijo Karasuma, Kyoto
History

March 19, 2007

Established PricewaterhouseCoopers Kyoto

CapitalJPY 302 million

Staffing

Partners
CPAs
Assistant CPAs
Other
Total
Japan SEC & Statutory
Statutory
Other
Total

OutlineClients

25
98
52
100
275
38
84
101
223

16