Securities Code: 2429
March 2, 2021
To: Shareholders
Eikichi Iida
Chairman and PresidentWORLD HOLDINGS CO., LTD.
11-2 Otemachi, Kokurakita-ku, Kitakyushu-shi, Fukuoka

NOTICE OF CONVOCATION OF
THE 28th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 28th Ordinary General Meeting of Shareholders of WORLDHOLDINGS CO., LTD. (the “Company”), which will be held as described hereunder.
At this year’s General Meeting, the number of seats in the room will be reduced, since the spacing
between seats will be increased as a precaution against the spread of the COVID-19 infection. You may
exercise your voting rights by one of the two methods below. Please review the attached Reference
Documents for General Meeting of Shareholders and exercise your voting rights no later than 5:45
p.m., Thursday, March 18, 2021 (Japan time).
Exercise of voting rights in writing
Please indicate your approval or disapproval for each agenda item on the enclosed voting rights exercise form
and return the form to us by the above deadline.
Exercise of voting rights via the internet
Please access the Company’s designated voting rights exercise website (https://evote.tr.mufg.jp/), follow theon-screen guidance, and enter your approval or disapproval for each agenda matter by the above deadline.
1. Date and Time: Friday, March 19, 2021 at 10:00 a.m. (Japan time)
2. Venue:

Empire Room, 3rd floor, RIHGA Royal Hotel Kokura
2-14-2 Asano, Kokurakita-ku, Kitakyushu, Fukuoka

3. Purposes:

Matters to bereported

Matters to beresolved
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

1. Business Report and Consolidated Financial Statements andReports of Audit on Consolidated Financial Statements by
Accounting Auditor and Audit & Supervisory Board for the
28th Fiscal Year (from January 1, 2020 to December 31, 2020)
2. Non-Consolidated Financial Statements for the 28th Fiscal
Year (from January 1, 2020 to December 31, 2020)
Election of Twelve (12) Directors
Election of One (1) Substitute Audit & Supervisory Board
MemberIssuance of Stock Acquisition Rights as Tax-qualified Stock
Options
Issuance of Stock Acquisition Rights as Non-tax-qualified Stock
OptionsIf you are attending the meeting, please submit the enclosed voting rights exercise form to the reception desk
upon arrival. If any revisions are made to the Reference Documents for the General Meeting of Shareholders,the Business Report, the Non-Consolidated Financial Statements, or the Consolidated Financial Statements,
those revised versions will be posted on the Company’s website (https://en.world-hd.co.jp/).

1

Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of Twelve (12) Directors
The terms of office of all thirteen (13) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company proposes the election of twelve (12) Directors including four (4) Outside Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)February 1981
February 1997

Representative Director of Mikuni Industry Co., Ltd. (currently
MIKUNI Co., Ltd.)
Director of the Company

December 1997

Chairman of the Company

May 1999

President of the Company

December 2001

December 2006

Representative Director of World Green Staff (currently WORLDCONSTRUCTION CO., LTD.)
Director of Mikuni Industry Co., Ltd. (currently MIKUNI Co., Ltd.)(to present)
Director of e-support, Inc.

June 2007

Chairman and President (CEO and COO) of the Company

July 2008
February 2010

Representative Director of GEOGRAPHIC INFORMATION OF
KYUSHU, INC. (to present)
Representative Director of Advan Co., Ltd.

March 2010

Chairman (CEO) of the Company

April 2010

October 2010

Representative Director of WORLD RESIDENTIAL Co., Ltd. (topresent)
Representative Director of Nichimo Real Estate Co., Ltd. (topresent)
Director of Advan Co., Ltd.

April 2011

Chairman, President, Executive Officer of the Company

November 2011

Director of Best IT Business Co., Ltd.

December 2011

Chairman and President of the Company (to present)

January 2012

Director of Taiwan Human Resource Management (currentlyWORLD INTEC TAIWAN CO., LTD.) (to present)
Representative Director of World iCity Co., Ltd.

July 2003

June 2010

1

Eikichi Iida
(May 5, 1956)

February 2012
November 2012
December 2012
March 2014

Representative Director of DOT INTERNATIONAL Co., Ltd.
(currently DOT WORLD Co., LTD.)
Director of World iCity Co., Ltd.

March 2014

Representative Director of World Wisteria Homes Co., Ltd. (topresent)
Representative Director of World iCity Co., Ltd. (to present)

July 2014

Chairman and President of WORLD INTEC Co., Ltd.

November 2014

Director of WORLD MIKUNI Co., Ltd.

December 2014

Representative Director of Best IT Business Co., Ltd. (to present)

August 2015
March 2016

Representative Director of OMACHI Co., Ltd. (currently OMACHIWORLD Co., Ltd) (to present)
Representative Director of WORLD MIKUNI Co., Ltd. (to present)

July 2016

Director of NIKKEN TECHNO Co., Ltd.

November 2016

Representative Director of MIKUNI Co., Ltd.

January 2017

Representative Director of HOEIKENSETSU Co., Ltd.

February 2017

Representative Director of FARM Co., Ltd.

August 2018

Director of DOT WORLD Co., LTD.

March 2019

Representative Director of DOT WORLD Co., LTD. (to present)

July 2019

Chairman of WORLD INTEC Co., Ltd. (to present)(Continued to the next page)2

Number ofshares of theCompany held

496,500

No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)

Number ofshares of theCompany held

(Significant concurrent positions)Representative Director of GEOGRAPHIC INFORMATION OF KYUSHU, INC.
Representative Director of WORLD RESIDENTIAL Co., Ltd.
Representative Director of Nichimo Real Estate Co., Ltd.
Representative Director of World Wisteria Homes Co., Ltd.
Representative Director of World iCity Co., Ltd.
Representative Director of WORLD INTEC Co., Ltd.
Representative Director of Best IT Business Co., Ltd.
Representative Director of OMACHI WORLD Co., Ltd.
Representative Director of WORLD MIKUNI Co., Ltd.
Representative Director of DOT WORLD Co., LTD.
Director of MIKUNI Co., Ltd.
Director of WORLD INTEC TAIWAN CO., LTD.
Reasons for nomination as a candidate for Director
Mr. Eikichi Iida has taken charge of management for more than 28 years since the establishment of the Company and served as
Representative Directors of subsidiaries. He thus has considerable experience, achievements, and insight into company
management. In addition, he is expected to demonstrate strong leadership skills developed through his steady efforts to tackle
various management issues that contribute to enhancing the corporate value of World Holdings Group (the “Group”). The
Company has therefore nominated him as a candidate for Director, believing that he is the right person for strengthening themanagement base of the Group.
April 1977

Joined Dai Nippon Printing Co., Ltd.

February 1979

Joined Sony Corporation

June 2005
April 2007

General Manager of Video Business Division of Television & Video
Business Division of Sony Corporation
Executive Officer of Sony EMCS Corporation

October 2010

Managing Officer of Sony EMCS Corporation

December 2012

Joined the Company

January 2013

Vice President, Executive Officer of the Company

March 2013

Director, Vice President, Executive Officer of the Company

July 2014

Director, in charge of Human Resource Business of the Company

July 2014

Director, Vice President, Executive Officer of WORLD INTEC Co.,
Ltd.
Representative Director, Vice President, Executive Officer ofWORLD INTEC Co., Ltd.
Director of DOT INTERNATIONAL Co., Ltd. (currently DOT
WORLD Co., LTD.)
Director, Vice President, in charge of Human Resource Business of
the Company
Representative Director of NIKKEN TECHNO Co., Ltd.

March 2015
March 2015
Toru Iwasaki(June 19, 1953)
2

March 2015
July 2016
February 2018
March 2018

Representative Director of SAIHI INFORMATION SERVICE CO.,LTD. (to present)
Director, in charge of Human Resource Business of the Company

August 2018

Representative Director of DOT WORLD Co., LTD.

March 2019

Director of DOT WORLD Co., LTD. (to present)

July 2019
March 2020

Representative Director, President, Executive Officer of WORLDINTEC Co., Ltd. (to present)
Director of NIKKEN TECHNO Co., Ltd. (to present)

March 2020

Director of Advan Co., Ltd. (to present)-(Significant concurrent positions)Representative Director of SAIHI INFORMATION SERVICE CO., LTD.
Representative Director of WORLD INTEC Co., Ltd.
Director of DOT WORLD Co., LTD.
Director of NIKKEN TECHNO Co., Ltd.
Director of Advan Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Toru Iwasaki, who had experience at companies outside the group, has been responsible for the Human Resources Business
Division. He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore
nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

3

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
October 1988
June 1992
April 2001
February 2010
April 2013

Hidenori Yamada(March 10, 1954)
3

Joined Mikuni Industry Co., Ltd. (currently MIKUNI Co., Ltd.) andassumed the office of Director of Mikuni Industry Co., Ltd.
Director of City Court Co., Ltd. (currently WORLD MIKUNI Co.,
Ltd.)
Representative Director of Mikuni Industry Co., Ltd. (currently
MIKUNI Co., Ltd.)
Representative Director of WORLD RESIDENTIAL Co., Ltd.

November 2014

Director of M's Corporation Co., Ltd (currently M’s World Co.,
Ltd.) (to present)
Representative Director of WORLD MIKUNI Co., Ltd. (to present)

March 2015

Director of WORLD RESIDENTIAL Co., Ltd. (to present)

April 2015

Representative Director of Mikuni Industry Co., Ltd. (currently
MIKUNI Co., Ltd.) (to present)
Director, in charge of Real Estate Business (to present)

March 2020

Number ofshares of theCompany held

15,000(Significant concurrent positions)Representative Director of WORLD MIKUNI Co., Ltd.
Representative Director of MIKUNI Co., Ltd.
Director of M’s World Co., Ltd.
Director of WORLD RESIDENTIAL Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Hidenori Yamada has been responsible for the subsidiaries of the Real Estate Business Division of the Group. He thus has
considerable experience, achievements, and understanding of business strategy. The Company has therefore nominated him as a
candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.

4

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1976

Joined Fuji Bank (currently Mizuho Bank, Ltd.)

October 2002

General Manager of SENGENDAI Branch of Mizuho Bank, Ltd.

March 2004

Joined the Company

May 2004

Director of World Green Staff (currently WORLDCONSTRUCTION CO., LTD.)
Executive Officer of the Company

March 2007
February 2010
March 2010
April 2010
June 2010
November 2011
March 2012
November 2012
January 2013
August 2013
July 2014
July 2014

Number ofshares of theCompany held

Audit & Supervisory Board Member of Advan Co., Ltd. (topresent)
Director, Executive Officer of the Company
Audit & Supervisory Board Member of WORLDRESIDENTIAL Co., Ltd. (to present)
Audit & Supervisory Board Member of Nichimo Real Estate Co.,
Ltd. (to present)
Audit & Supervisory Board Member of Best IT Business Co.,Ltd.
Audit & Supervisory Board Member of WORLD INTEC
FUKUSHIMA CO., LTD. (currently WORLD NEXT CO., LTD.)
Audit & Supervisory Board Member of DOT INTERNATIONAL
Co., Ltd. (currently DOT WORLD Co., LTD.) (to present)
Director, Managing Officer, General Manager of Business
Management Division of the Company
Audit & Supervisory Board Member of INFORMATION OF
KYUSHU, INC.
Director, General Manager of Business Management Division of
the Company
Director, Managing Officer of WORLD INTEC CO., LTD.

March 2015
Shigeru Nakano(November 9, 1957)
4

Director, General Manager of Operations Management Divisionof the Company
April 2015
Audit & Supervisory Board Member of Mikuni Industry Co., Ltd.
(currently MIKUNI Co., Ltd.)March 2016
Audit & Supervisory Board Member of Best IT Business Co.,
Ltd. (to present)
March 2016
Audit & Supervisory Board Member of e-support, Inc. (topresent)
March 2016
Audit & Supervisory Board Member of Network Solution Co.,
Ltd. (to present)
July 2016
Audit & Supervisory Board Member of NIKKEN TECHNO Co.,Ltd.
January 2017
Director, General Manager of Business Management Division of
the Company (to present)
February 2018
Audit & Supervisory Board Member of SAIHI INFORMATIONSERVICE CO., LTD. (to present)
November 2018
Audit & Supervisory Board Member of WORLD INTECTAIWAN CO., LTD. (to present)
July 2019
Director, Executive Officer of WORLD INTEC CO., LTD. (topresent)(Significant concurrent positions)

8,000

Director of WORLD INTEC Co., Ltd.
Audit & Supervisory Board Member of Advan Co., Ltd.
Audit & Supervisory Board Member of WORLD RESIDENTIAL Co., Ltd.
Audit & Supervisory Board Member of Nichimo Real Estate Co., Ltd.
Audit & Supervisory Board Member of DOT WORLD Co., LTD.
Audit & Supervisory Board Member of Best IT Business Co., Ltd.
Audit & Supervisory Board Member of e-support, Inc.
Audit & Supervisory Board Member of Network Solution Co., Ltd.
Audit & Supervisory Board Member of SAIHI INFORMATION SERVICE CO., LTD.
Audit & Supervisory Board Member of WORLD INTEC TAIWAN CO., LTD.
Reasons for nomination as a candidate for Director
Mr. Shigeru Nakano, who had experience in financial institutions, has been responsible for the Corporate Management Divisionof the Group. He thus has considerable experience, achievements, and insight into company management. The Company has
therefore nominated him as a candidate for Director, believing that he is the right person for conducting management andstrengthening corporate governance of the Group.

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
July 1996

Joined K.K. Tie-up

March 2001

President and Representative Director of Intellect Co., Ltd.

February 2002

Joined the Company

September 2002

Director of the Company

July 2004

Director of World Green Staff (currently WORLDCONSTRUCTION CO., LTD.)Managing Director of the Company

February 2005
March 2010
March 2012
Shinji Honda(July 10, 1965)
5

July 2014
July 2014
March 2017
June 2017
April 2019

Director, Senior Managing Director, Executive Officer of theCompany
Representative Director of WORLD INTEC FUKUSHIMA CO.,LTD. (currently WORLD NEXT CO., LTD.) (to present)
Director, in charge of Human Resource Business (to present)
Director, Senior Managing Director, Executive Officer of WORLDINTEC CO., LTD.
Director, Vice President, Executive Officer of WORLD INTEC
CO., LTD. (to present)
Representative Director of WORLD STAFFING CO., LTD. (topresent)
Representative Director of JW SOLUTION CO., LTD. (to present)

Number ofshares of theCompany held

43,000(Significant concurrent positions)Representative Director of WORLD NEXT CO., LTD.
Representative Director of WORLD STAFFING CO., LTD.
Representative Director of JW SOLUTION CO., LTD.
Director of WORLD INTEC Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Shinji Honda, who had experience at companies outside the group, has been responsible for the Human Resources Business
Division of the Group. He thus has considerable experience, achievements, and understanding of business strategy. The Company
has therefore nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategyof the Group.

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1979

Joined Nichimo Co., Ltd.

December 2001

August 2009

Director, Executive Officer, General Manager of Housing
Business Division of Nichimo Co., Ltd.
Senior Managing Director, Executive Officer, General Manager of
Housing Business Division of Nichimo Co., Ltd.
Director of Nichimo Real Estate Co., Ltd.

September 2010

Director of WORLD RESIDENTIAL Co., Ltd.

March 2011

Senior Managing Director of WORLD RESIDENTIAL Co., Ltd.

January 2013

Director of Wisteria Homes Co., Ltd. (currently World Wisteria
Homes Co., Ltd.) (to present)
Representative Director of Nichimo Real Estate Co., Ltd.

December 2007

April 2014
January 2016
Hitoshi Yukawa(July 18, 1953)
6

January 2016

Representative Director, Vice President of WORLDRESIDENTIAL Co., Ltd.
Director of World iCity Co., Ltd. (to present)

January 2016

Director of WORLD MIKUNI Co., Ltd. (to present)

December 2016

Director of COMPAX Co., Ltd. (to present)

January 2018

President of WORLD RESIDENTIAL Co., Ltd. (to present)

January 2018

Director of Nichimo Real Estate Co., Ltd. (to present)

Number ofshares of theCompany held

3,000

March 2020

Director, in charge of Real Estate Division of the Company (topresent)(Significant concurrent positions)Representative Director of WORLD RESIDENTIAL Co., Ltd.
Representative Director of COMPAX Co., Ltd.
Representative Director of World Wisteria Homes Co., Ltd.
Director of World iCity Co., Ltd.
Director of WORLD MIKUNI Co., Ltd.
Director of Nichimo Real Estate Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Hitoshi Yukawa, who had experience at companies outside the group, has been responsible for the subsidiaries of the Real
Estate Business division of the Group. He thus has considerable experience, achievements, and understanding of businessstrategy. The Company has therefore nominated him as a candidate for Director, believing that he is the right person for
conducting the growth strategy of the Group.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
June 1995

Joined K.K. Tie-up

February 2002

Joined the Company

September 2002

Director of the Company

January 2004
December 2007

Director of World Green Staff (currently WORLDCONSTRUCTION CO., LTD.)
Representative Director of e-support, Inc.

December 2007

Representative Director of Network Solution Co., Ltd.

March 2010

President and Executive Officer (COO) of the Company

April 2010

Director of WORLD RESIDENTIAL Co., Ltd.

October 2010

Representative Director of Advan Co., Ltd. (to present)

March 2011

Vice President and Executive Officer of the Company

November 2011

Representative Director of Best IT Business Co., Ltd.

January 2013

General Manager of Business Planning Division of theCompany
Director of the Company

July 2014
July 2014
Toshihiko Kanno(September 23, 1968)
7

December 2014

Vice President and Executive Officer of WORLD INTEC Co.,Ltd.
Director of Best IT Business Co., Ltd. (to present)

December 2015

Director of e-support, Inc.

December 2015

Director of Network Solution Co., Ltd.

March 2016

October 2016

Vice President and General Manager of Business Planning
Division of the Company
Senior Managing Director and Executive Officer of WORLDINTEC Co., Ltd.
Representative Director of e-support, Inc. (to present)

October 2016

Representative Director of Network Solution Co., Ltd.

March 2016

Number ofshares of theCompany held

48,000March 2018

Director and General Manager of Business Planning Divisionof the Company (to present)
March 2018
Vice President and Executive Officer of WORLD INTEC Co.,
Ltd. (to present)
March 2020
Director of SAIHI INFORMATION SERVICE CO., LTD. (topresent)(Significant concurrent positions)Representative Director of Advan Co., Ltd.
Representative Director of e-support, Inc.
Director of Best IT Business Co., Ltd.
Director of WORLD INTEC Co., Ltd.
Director of SAIHI INFORMATION SERVICE CO., LTD.
Reasons for nomination as a candidate for Director
Mr. Toshihiko Kanno, who had experience at a company outside the group, has been responsible for the Corporate Planning
Division or Information and Telecommunications Business Division of the Group. He thus has considerable experience,achievements, and understanding of business strategy. The Company has therefore nominated him as a candidate for Director,
believing that he is the right person for conducting the growth strategy of the Group.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1988
April 2005
December 2008

Masaaki Shiomi(October 27, 1965)
8

Joined Mitsui Bank (currently Sumitomo Mitsui Banking
Corporation)
Manager of Kyushu Branch of RISA Partners, Inc.

March 2009

Head of Principal Investment Office of Mitsubishi UFJ Lease &Finance Company Limited
Managing Director of MUL Principal Investments Co., Ltd.

May 2014

Managing Director of LUMICA CORPORATION

May 2015

July 2016

Joined the Company
General Manager of Business Development Division of theCompany (to present)
Director of OMACHI Co., Ltd. (currently OMACHI WORLD Co.,
Ltd.) (to present)
Director of NIKKEN TECHNO Co., Ltd.

February 2018

Director of SAIHI INFORMATION SERVICE CO.,LTD.

March 2020

Director of the Company (to present)

September 2015

Number ofshares of theCompany held-

(Significant concurrent positions)
Director of OMACHI WORLD Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Masaaki Shiomi, who had experience in financial institutions, has been responsible for the Corporate Development Division of
the Group. He thus has considerable experience, achievements, and understanding of business strategy. The Company has therefore
nominated him as a candidate for Director, believing that he is the right person for conducting the growth strategy of the Group.
April 1968

Joined Kyushu Electric Power Company Inc.

June 2000

June 2013

Manager of Public Relations Department of Kyushu ElectricPower Company Inc.
Director and Manager of Public Relations Department of Kyushu
Electric Power Company Inc.
Director and Manager of Kagoshima Branch of Kyushu ElectricPower Company Inc.
Executive Officer and Manager of Kagoshima Branch of Kyushu
Electric Power Company Inc.
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager of Business Development Division,
General Manager of Information and Communication Division of
Kyushu Electric Power Company Inc.
Member of the Board of Directors, Vice-President, General
Manager of Customer Relations Division of Kyushu ElectricPower Company Inc.
Member of the Board of Directors, Vice-President of Kyushu
Electric Power Company Inc.
Member of the Board of Directors, Chairperson of Kyushu ElectricPower Company Inc.
Director of Kyushu Railway Company (to present)

June 2018

Advisor of Kyushu Electric Power Company Inc. (to present)

March 2020

Director of the Company (to present)

July 2001
June 2003
July 2003
June 2007

Masayoshi Nuki
(January 27, 1945)

June 2009
June 2010

9

April 2012

(Significant concurrent positions)
Director of Kyushu Railway Company
Advisor of Kyushu Electric Power Company Inc.
Chairman of Fukuoka Association of Corporate Executives
Reasons for nomination as a candidate for Outside Director
Mr. Masayoshi Nuki has been engaged in corporate management of Kyushu Electric Power Company Inc. or Kyushu Railway
Company for many years as well as been active in the business world in Kyushu. He is thus expected to make appropriate
suggestions or give advice on our management based on his wide knowledge and experience. The Company has therefore
nominated him as a candidate for Outside Director, given that he is in an objective position, independent of the executive
management of the Company.

9

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(Significant concurrent positions)
April 1983

Joined the Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)March 1993

Manager of General Affairs Department of Sanwa Venture
Development Fund (currently Mitsubishi UFJ Technology
Development Foundation)
Deputy Director General of the Kyushu University Venture BusinessLaboratory
Associate Professor at Department of Business and Technology
Management (Business School), Graduate School of Economics,
Kyushu University
Senior Executive Officer of Transscience Co., Ltd.

March 2005

Shingo Igarashi(Name on thefamily register:
Shingo Taji)(July 16, 1959)
10

August 2005
October 2010
March 2019

Number ofshares of theCompany
held-

Deputy Director General of Robert T. Huang Entrepreneurship Center,
Kyushu University (to present)
Director of the Company (to present)

April 2020

Professor at Department of Business and Technology Management(Business School), Graduate School of Economics, Kyushu University(to present)(Significant concurrent positions)
Professor at Department of Business and Technology Management, Graduate School of
Economics, Kyushu University
Deputy Director General of Robert T. Huang Entrepreneurship Center, Kyushu University
Reasons for nomination as a candidate for Outside Director
Mr. Shingo Igarashi has considerable experience in financial institutions, at Transscience Co, Ltd. as a Senior Executive Officer, at auniversity, where he has fostered talented individuals through research activities, or in governmental institutions as a committee
member. He is thus expected to make appropriate suggestions or give advice on our management based on his wide knowledge andexperience. The Company has therefore nominated him as a candidate for Outside Director, given that he is in an objective position,
independent of the executive management of the Company.

*11

April 1963

Joined Hasegawa Buddhist Article Shop

December 2005

Established K.K. Hasegawa Buddhist Altar (currently HASEGAWA
Co., Ltd.). Senior Managing Director of said company
Representative Director and President of HASEGAWA Co., Ltd.

April 1982
Hirokazu
April 2008
Hasegawa(October 10, 1940) June 2008
June 2014

Representative Director and Chairman of HASEGAWA Co., Ltd.
President of Japan New Business Conference Associations－

Advisor of HASEGAWA Co., Ltd. (to present)(Significant concurrent positions)
Advisor of HASEGAWA Co., Ltd.
Reasons for nomination as a candidate for Outside Director
Mr. Hirokazu Hasegawa has been engaged in corporate management of HASEGAWA Co, Ltd. while successively worked as
President of Japan New Business Conference Associations. He is thus expected to make appropriate suggestions or give advice on
our management based on his wide knowledge and experience. The Company has therefore nominated him as a candidate for
Outside Director, given that he is in an objective position, independent of the executive management of the Company.
April 1975

April 2014

Joined ALL NIPPON AIRWAYS CO., LTD. (currently ANAHOLDINGS INC.)
Corporate Executive Officer of ALL NIPPON AIRWAYS CO.,LTD. (currently ANA HOLDINGS INC.)
Senior Vice President of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Executive Vice President of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Executive Vice President of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Executive Vice President of ALL NIPPON AIRWAYS CO., LTD.
(currently ANA HOLDINGS INC.)
Senior Executive Vice President of ANA HOLDINGS INC.

April 2017

Specially Appointed Advisor of ANA HOLDINGS INC. (to present)

April 2005
April 2007
June 2008
Shigeyuki
Takemura(May 30, 1950)*12

April 2010
April 2011－

(Significant concurrent positions)
Specially Appointed Advisor of ANA HOLDINGS INC.
Reasons for nomination as a candidate for Outside Director
Mr. Shigeyuki Takemura has been engaged in corporate management of ANA HOLDINGS INC. for many years. He is thus
expected to make appropriate suggestions or give advice on our management based on his wide knowledge and experience. The
Company has therefore nominated him as a candidate for Outside Director, given that he is in an objective position, independent of
the executive management of the Company.

10Notes: 1. The No. with an asterisk (*) means a newly selected candidate for Director.
2. None of the candidates for Directors has any special conflicts of interest with the Company.
3. Mr. Masayoshi Nuki, Mr. Shingo Igarashi, Mr. Hirokazu Hasegawa, and Mr. Shigeyuki Takemura are the candidates for Outside
Directors.
4. Mr. Masayoshi Nuki and Mr. Shingo Igarashi, our current Outside Directors, will have served as Outside Directors for one year
and two years respectively at the conclusion of this General Meeting of Shareholders.
5. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into a liability limitationagreement with Mr. Masayoshi Nuki and Mr. Shingo Igarashi to limit their liabilities for damages set forth in Article 423, paragraph
1 of the same Act. The cap on the liability for damages under the said agreement is the minimum liability amount set forth in
Article 425, Paragraph 1 of the same Act. If they are reelected, the Company will renew the contract with each of them. The
Company will also enter into the same liability limitation agreement with Mr. Hirokazu Hasegawa and Mr. Shigeyuki Takemura,if they are elected.
6. The Company has appointed Mr. Masayoshi Nuki and Mr. Shingo Igarashi as Independent Directors according to the rules of theTokyo Stock Exchange. They will continue to be Independent Directors when reelected.
The Company will also appoint Mr. Hirokazu Hasegawa and Mr. Shigeyuki Takemura, both meeting the qualification, as
Independent Directors according to the rules of the Tokyo Stock Exchange.

11

Proposal 2: Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for cases where the number of Audit & Supervisory Board Members falls short of the requisite number
stipulated by laws and regulations, in accordance with Article 329, Paragraph 3 of the Companies Act, theCompany proposes the preliminary election of one (1) substitute Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Haruo Tanaka(May 7, 1958)

Past experience(Significant concurrent positions)
April 1982

Joined Reiyukai Headquarters

February 1996

Joined the Company

January 2002
January 2005

Manager of General Affairs and Accounting Department of theCompany
Manager of General Affairs Department of the Company

January 2009

Head of Internal Auditing Office of the Company

January 2010

Manager of Legal Department of the Company (to present)

July 2014

Manager of Legal Department of WORLD INTEC Co., Ltd.

Number ofshares of theCompany held

200

January 2017

Executive Officer and Manager of Legal Department of WORLDINTEC Co., Ltd. (to present)(Significant concurrent positions)Executive Officer and Manager of Legal Department of WORLD INTEC Co., Ltd.

Reasons for nomination as a candidate for Substitute Audit and Supervisory Board member
Mr. Haruo Tanaka has been responsible for the Legal division of the Group. He thus has knowledge and experience withbusiness operation. The Company has therefore nominated him as a candidate for substitute Audit & Supervisory Board
member, believing that he is the right person for appropriately auditing business execution from an objective and fairstandpoint.
Note: The candidate for substitute Audit & Supervisory Board member has no special conflicts of interest with the Company.

12Proposal 3: Issuance of Stock Acquisition Rights as Tax-qualified Stock Options
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company proposes approval to
give the Board of Directors of the Company the authority to determine the terms of share acquisition rights, issued
as tax-qualified stock options, to be distributed to directors (excluding outside directors) of the Company and its
subsidiaries and employees of the Company and its subsidiaries.
1. Reason for the need to grant stock options with favorable terms
The stock options are to be granted for the purposes of motivating directors (excluding outside directors) of theCompany and its subsidiaries and employees of the Company and its subsidiaries to increase consolidated sales
and earnings of the Group as a whole, improving the ability to recruit skilled people, and contributing to thegrowth of corporate value.
2. Recipients of the stock options
Directors (excluding outside directors) of the Company and its subsidiaries and employees of the Company andits subsidiaries
3. Stock option terms, maximum number of shares and other items that can be decided based on the proposal
to be submitted at the shareholders meeting(1) Class and number of shares to be issued upon exercise of the stock options
Maximum of 300,000 shares of common stock of the Company, of which the class and the maximum
number of shares to be issued upon exercise of the stock options allotted to directors (excluding outside
directors) shall be 100,000 shares of common stock of the Company
The number of shares granted will be adjusted using the following formula if, after the allotment date of
the stock options, the Company conducts a common stock split (including gratis allocations of common
stock of the Company, the same applied hereafter) or a stock consolidation. However, this adjustment
will be performed only for shares applicable to the stock options that have not been exercised at the timeof the split or consolidation. Furthermore, any fraction of less than one share resulting from the adjustment
is discarded.
Number of shares granted
after adjustment=

Number of shares granted
before adjustmentx

Ratio of stock split or
stock consolidation(2) Number of stock options
Maximum of 3,000 units (100 shares are received upon the exercise of each stock option, but if thenumber of shares is adjusted as described in the preceding item (1), the number of shares granted will be
adjusted in the same manner), of which the maximum number of stock options to be allotted to directors(excluding outside directors) shall be 1,000 units(3) Payment required in exchange for the stock option
No payment is required to receive the stock options.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed when a stock option is exercised is the number of shares granted
multiplied by the amount paid per share (the “exercise price”). The exercise price is calculated bymultiplying by 1.05 the average closing price of common stock of the Company on the Tokyo Stock
Exchange in each day (except days when there was no trading of this stock) of the month preceding themonth in which the stock options were allocated. Any fraction of less than one yen is rounded up.
However, if the resulting exercise price is less than the closing price on the allotment date of the stock
options (or the nearest prior closing price if there is no trading of common stock of the Company on theallotment date), this closing price will instead be the exercise price.
If the Company conducts a stock split or a stock consolidation after the allotment date of the stock options,the exercise price will be adjusted using the following formula and fractions less than one yen resulting
from the adjustment will be rounded up.
1
Exercise price
Exercise price=x
Ratio of stock split or stock
after adjustment
before adjustment
consolidation13

If the Company issues new shares of common stock or disposes of its treasury shares at prices less thanthe market price after the allotment date of the stock options (excluding the issuance of new shares anddisposition of treasury shares in association with the exercise of the stock options), the exercise price will
be adjusted using the following formula and fractions of less than one yen resulting from the adjustment
will be rounded up.

Exercise priceafter
adjustment=

Exercise pricebeforeadjustmentx

Number ofissuedshares+Number of
newly issued
sharesNumber of issued
sharesx

Amount to
be paid per
share

Market price+

Number of newly
issued shares

In this formula, the number of issued shares is the number of shares of common stock issued after
deducting common stock held as treasury shares. Also, if treasury shares are used for the stock distributed
when a stock option is exercised, the number of newly issued shares is instead the number of treasury
shares used and the amount to be paid per share is instead the amount paid per treasury share.
Furthermore, if the Company merges with another company or conducts a divestiture after the stock
option allotment date and an adjustment of the exercise price is needed, the Company will adjust the pricewithin reasonable limits.
(5) Exercise period
The exercise period begins on the first day of the month following the month of the stock option allotment
date that is two years after this date and ends on March 19, 2031.
(6) Conditions for exercising the stock options
When a stock option is exercised, the holder of the stock option must be a director or employee of theCompany or any of its subsidiaries. However, former directors of the Company or a subsidiary who left
because they reached the end of their term of office and former employees of the Company or a subsidiary
who left because they reached the mandatory retirement age are exempt from this requirement.
(7) Reasons and conditions for the Company to acquire the stock options
1) When a stock option holder is no longer qualified to exercise a stock option due to the provisions of
the preceding item (6), the Company can acquire that individual’s stock options without compensation.
2) If the shareholders of the Company approve a proposal for a merger in which the Company is
dissolved, a contract for an exchange of stock that makes the Company a wholly owned subsidiary or
a proposal for a stock transfer plan, the Company can acquire the stock options without compensation.
(8) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
(9) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by
the exercise of the stock options
1) The increase in capital stock when new shares are issued upon the exercise of stock options is 50%of the maximum limit of a capital increase as calculated in accordance with Article 17, Paragraph 1of the Corporate Accounting Rules. Any fraction of less than one yen arising from the calculation will
be rounded up.
2) The increase in legal capital surplus when new shares are issued upon exercise of the stock options is
the maximum increase in capital in 1) above less the increase in capital stock as stipulated in 1) above.
(10) Other terms for the stock options will be determined separately by resolutions of the Company’s Boardof Directors.

14

Proposal 4: Issuance of Stock Acquisition Rights as Non-tax-qualified Stock Options
Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company proposes approval to
give the Board of Directors of the Company the authority to determine the terms of share acquisition rights, issued
as non-tax-qualified stock options apart from those in Proposal 3 above, to be distributed to directors (excluding
outside directors) of the Company.
1. Reason for the need to grant stock options with favorable terms
The stock options apart from those in Proposal 3 above are to be granted for the purposes of motivating directors(excluding outside directors) of the Company to increase consolidated sales and earnings of the Group as a wholeand contributing to the growth of corporate value.
2. Recipients of the stock options
Directors (excluding outside directors) of the Company
3. Stock option terms, maximum number of shares and other items that can be decided based on the proposal
to be submitted at the shareholders meeting(1) Class and number of shares to be issued upon exercise of the stock options
Maximum of 300,000 shares of common stock of the Company
The number of shares granted will be adjusted using the following formula if, after the allotment date of
the stock options, the Company conducts a common stock split (including gratis allocations of common
stock of the Company, the same applied hereafter) or a stock consolidation. However, this adjustment
will be performed only for shares applicable to the stock options that have not been exercised at the timeof the split or consolidation. Furthermore, any fraction of less than one share resulting from the adjustment
is discarded.
Number of shares granted
after adjustment=

Number of shares granted
before adjustmentx

Ratio of stock split or
stock consolidation(2) Number of stock options
Maximum of 3,000 units (100 shares are received upon the exercise of each stock option, but if thenumber of shares is adjusted as described in the preceding item (1), the number of shares granted will be
adjusted in the same manner)(3) Payment required in exchange for the stock option
No payment is required to receive the stock options.
(4) Value of assets to be contributed upon the exercise of the stock options
The value of assets to be contributed when a stock option is exercised is the number of shares granted
multiplied by the amount paid per share (the “exercise price”). The exercise price is calculated bymultiplying by 1.05 the average closing price of common stock of the Company on the Tokyo Stock
Exchange in each day (except days when there was no trading of this stock) of the month preceding themonth in which the stock options were allocated. Any fraction of less than one yen is rounded up.
However, if the resulting exercise price is less than the closing price on the allotment date of the stock
options (or the nearest prior closing price if there is no trading of common stock of the Company on theallotment date), this closing price will instead be the exercise price.
If the Company conducts a stock split or a stock consolidation after the allotment date of the stock options,the exercise price will be adjusted using the following formula and fractions less than one yen resulting
from the adjustment will be rounded up.
1
Exercise price
Exercise price=x
after adjustment
before adjustment
Ratio of stock split or stock consolidation
If the Company issues new shares of common stock or disposes of its treasury shares at prices less thanthe market price after the allotment date of the stock options (excluding the issuance of new shares anddisposition of treasury shares in association with the exercise of the stock options), the exercise price will
be adjusted using the following formula and fractions of less than one yen resulting from the adjustment
will be rounded up.

15

Exercise priceafter
adjustment=

Exercise pricebeforeadjustmentx

Number ofissuedshares+Number of
newly issued
sharesNumber of issued
sharesx

Amount to
be paid per
share

Market price+

Number of newly
issued shares

In this formula, the number of issued shares is the number of shares of common stock issued after
deducting common stock held as treasury shares. Also, if treasury shares are used for the stock distributed
when a stock option is exercised, the number of newly issued shares is instead the number of treasury
shares used and the amount to be paid per share is instead the amount paid per treasury share.
Furthermore, if the Company merges with another company or conducts a divestiture after the stock
option allotment date and an adjustment of the exercise price is needed, the Company will adjust the pricewithin reasonable limits.
(5) Exercise period
10 years from the allotment date(6) Conditions for exercising the stock options
When a stock option is exercised, the holder of the stock option must be a director of the Company.
However, former directors of the Company who left because they reached the end of their term of office
are exempt from this requirement.
(7) Reasons and conditions for the Company to acquire the stock options
1) When a stock option holder is no longer qualified to exercise a stock option due to the provisions of
the preceding item (6), the Company can acquire that individual’s stock options without compensation.
2) If the shareholders of the Company approve a proposal for a merger in which the Company is
dissolved, a contract for an exchange of stock that makes the Company a wholly owned subsidiary or
a proposal for a stock transfer plan, the Company can acquire the stock options without compensation.
(8) Restrictions on the transfer of stock options
Transfers of ownership of stock options require the prior approval of the Company’s Board of Directors.
(9) Matters pertaining to capital stock and legal capital surplus that would increase upon stock issuance by
the exercise of the stock options
1) The increase in capital stock when new shares are issued upon the exercise of stock options is 50%of the maximum limit of a capital increase as calculated in accordance with Article 17, Paragraph 1of the Corporate Accounting Rules. Any fraction of less than one yen arising from the calculation will
be rounded up.
2) The increase in legal capital surplus when new shares are issued upon exercise of the stock options is
the maximum increase in capital in 1) above less the increase in capital stock as stipulated in 1) above.
(10) Other terms for the stock options will be determined separately by resolutions of the Company’s Boardof Directors.
- End of Document -16