The following is an English translation of the Notice of the 17th Ordinary General Meeting of
Shareholders of Human Holdings Co., Ltd. The Company provides this translation for your reference
and convenience only and without any warranty as to its accuracy.

Securities Code: 2415
June 11, 2019
To Our Shareholders:Tomonari Sato
Representative Director,
President and CEO
Human Holdings Co., Ltd
7-5-25, Nishi-Shinjuku,
Shinjuku-ku, Tokyo
Notice of the 17th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 17th Ordinary General Meeting of Shareholdersof Human Holdings Co., Ltd., which will be held as follows.
If you are unable to attend the meeting in person, you may exercise your voting rights
in writing. Please review the Reference Document for the General Meeting of
Shareholders as described hereinafter, and exercise your voting rights by no later
than 6:00 p.m. on June 26 (Wednesday), 2019. Please indicate your approval ordisapproval for the proposal on the enclosed Voting Rights Exercise Form, and returnthe form so that it is received by the above deadline.
1. Date and time:

June 27, 2019 (Thursday) at 10:00 a.m.

2. Place:

Nakano Sun Plaza 13F Cosmo Room
4-1-1 Nakano, Nakano-ku, Tokyo

3. Agenda for the Meeting:
Matters to be Reported:(1) Business Reports and Consolidated Financial Statements for the
17th term (from April 1, 2018 to March 31, 2019), and Report on
Auditing Results of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Auditors.
(2) Non-consolidated Financial Statements for the 17th term (from April
1, 2018 to March 31, 2019)
Matters to be Resolved:
1st Proposal: Distribution of Surplus Dividends
2nd Proposal: Appointment of ten directors
3rd Proposal: Appointment of three auditors
4th Proposal: Appointment of one substitute auditor－

1 －4. Matters Decided Upon Convocation◎ Exercise of Voting Rights by Proxy
If you wish to exercise your voting rights by proxy, you may appoint anothershareholder with voting rights as your proxy. Please note that you can appoint only
one (1) proxy, who must submit a document certifying authority of representation.

Reference Document for the General Meeting of Shareholders
1st Proposal: Distribution of Surplus Dividends
The Company’s basic policy on surplus dividends is aimed at increasing retained
earnings necessary for future business expansion and strengthening the Company’s
financial structure, as well returning profits to our shareholders in accordance withbusiness performance in each period and based on a comprehensive consideration of
performance trends, etc., by targeting a consolidated dividend payout ratio of 20%.
On the basis of the above policy and in consideration of future capital requirements
and other factors, the Company proposes to distribute year-end dividends for the 17thterm as follows:
Matters concerning the year-end dividend:(1) Type of asset distributed as dividend: Cash
(2) Matters concerning the assignment of dividend property and the total amount ofdividend
The Company proposes a monetary allotment of ¥22.50 per share of Common Stockin the Company; at a total of ¥244,755,923.
(3) Effective dateJune 28, 2019－2 －

2nd Proposal: Appointment of ten directors
The terms of office of all directors (9 in total) will expire at the end of this General
Meeting.
To strengthen our management team, we would like to increase the number ofmembers by one and appoint ten directors. The candidates for these director
positions are as follows.
Candidate
No.

１

２

Name (DOB)

Biography, position & responsibilities at Human Holdings(Important positions held concurrently)

Quantity of
Human Holdings
stock owned

April 1985 Established Kyoiku Miraisha Co, Ltd. President and CEO
June 1986 Human Estate Co, Ltd. President and CEO
February 1988 Human Touch Co., Ltd. (currently Human Resocia Co., Ltd.)
Koichi Sato
1,254,200 shares
President and CEO(December 15, 1936)
August 1989 Human Planning Co., Ltd. President and CEO
August 2002 Human Holdings Co., Ltd. Representative Director and Chairman(current post)[Reason for selection] As a founder of the Human Holdings group, Koichi Sato started up an education business, then had theforesight to expand the group by branching into other areas including human resources and nursing care. By exercising strong
leadership, he became a driving force behind further growth, and since the establishment of Human Holdings, he has continued
to use his considerable experience and insight in his capacity as representative director and chairman, which is why he should
remain in a directorial position.
November 1991 Joined The Human Co., Ltd.
May 1995 The Human Co., Ltd. Director
Human Touch Co., Ltd. Director
April 2001 The Human Co., Ltd. President and CEO
Human Planning Co., Ltd. President and CEO
October 2001 Human Touch Co., Ltd. President and CEO
Human Service Co., Ltd. President and CEO
August 2002 Human Holdings Co., Ltd. President and CEO (current post)
November 2005 Human Business Service Co., Ltd. Director
May 2007 Dashing Diva International Co., Ltd. Director (current post)
Tomonari Sato
Human Sports Entertainment Co., Ltd.
2,309,600 shares(May 27, 1963)(currently Human Planning Co., Ltd.) Director (current post)
November 2007 Human Academy Co., Ltd. Representative Director CEO
April 2009 Human Resocia Co., Ltd. Director (current post)
April 2010 Human Academy Co., Ltd. Director (current post)
Human Life Care Co., Ltd. Director (current post)
Human Business Incubation Co., Ltd.
(currently Human Global Talent Co., Ltd.) Director (current post)
April 2012 Human Touch Co., Ltd. Director (current post)
October 2014 Kurdyla and Associates Co., Ltd.
(currently Human Global Communications Co., Ltd.) Director (current post)
March 2019 Ebisu Development Co., Ltd. Director (current post)[Reason for selection] Tomonari Sato is deeply familiar with the operations of Human Holdings group, having held key positions
including Representative Director at several major companies in the group, and since the founding of Human Holdings, he has
directed and integrated the group’s business as President and CEO, planned its management strategy, promoted the expansionof business, and made continuous improvements to our corporate value. He should therefore remain in a directorial position.

－

3 －Candidate
No.

３

４

５

６

７

Name (DOB)

Biography, position & responsibilities at Human Holdings(Important positions held concurrently)

Quantity of
Human Holdings
stock owned

April 1995 Joined The Human Co., Ltd.
August 2002 Human Holdings Co., Ltd. Director (current post) General Planning
June 2004 Human Resocia Co., Ltd. Director
Human Academy Co., Ltd. Director
December 2004 Human Holdings. Managing Director
June 2005 Human Sports Entertainment Co., Ltd. Director (current post)
March 2007 Management Strategy
May 2007 Dashing Diva International Co., Ltd. Director (current post)
Kosuke Kurosaki
326,400 shares
April 2008 Human Business Service Co., Ltd. Representative Director(March 30, 1965)
December 2009 Administration Division (current post)
April 2010 Human Resocia Co., Ltd. Director (current post)
Human Academy Co., Ltd. Director (current post)
Human Life Care Co., Ltd. Director (current post)
Human Business Incubation Co., Ltd. Director (current post)
April 2012 Human Touch Co., Ltd. Director (current post)
October 2014 Kurdyla and Associates Co., Ltd. Director (current post)
September 2018 Human Academy Co., Ltd. Representative Director[Reason for selection] Having previously managed the general planning division of Human Holdings, Mr. Kurosaki is currently
working as a director of the administration division, where he is working on establishing the foundations for continuous growth of
the Human Holdings group through the suitable accomplishment of business management and risk management in a wide rangeof fields such as general affairs, human resources, finance and compliance. He should therefore remain in a directorial position.
April 1985 Joined Kyoiku Miraisha Co, Ltd.
April 1987 The Human Co., Ltd. Director
April 2001 Human Touch Co., Ltd. Director
June 2003 Human Planning, Ltd. Representative Director
Kazuomi Moromikawa
4,600 shares
July 2004 Human Holdings Co., Ltd. Director (current post)(October 26, 1949)
June 2005 Human Sports Entertainment Co., Ltd. Director
December 2005 Accounting and Financial Strategy
March 2007 Human Business Service Co., Ltd. Director
April 2008 Finance Division (current post)[Reason for selection] Mr. Moromikawa has been involved with the accounting and financial departments since the founding of
Human Holdings group. With his specialist knowledge and experience, he takes care of our capital strategy, and is working onstrengthening the financial position of the Human Holdings group. He has also contributed to the creation of highly transparent
accounting and financial systems that are required of a listed company, which is why he should remain in a directorial position.
February 2014 Joined Human Holdings Co., Ltd.
Human Holdings Co., Ltd. Executive Officer For Special Missions
Yasuhiro Sato
April 2015 General Planning
119,000 shares(December 12, 1981)
June 2015 Human Holdings Co., Ltd. Director (current post)
General Planning
April 2019 Corporate Planning (current post)[Reason for selection] Yasuhiro Sato has been in charge of corporate planning at Human Holdings, and has steered ourmanagement strategy in the overall management of the Human Holdings group. Also, as the director responsible for IR operations,
he has sought to promote understanding of our corporate planning by promoting highly transparent disclosure of information anddialogue with shareholders and investors to improve the value of Human Holdings shares. He should therefore remain in a
directorial position.
January 2016 Joined Human Academy Co., Ltd.
Executive Officer For Educational Business
April 2016 Human Holdings Co., Ltd. Executive Officer For Overseas Business
October 2016 Overseas Business Development OfficeKentaro Ozawa－
April 2017 Human Academy Co., Ltd. Director(May 14, 1974)
Language & Overseas Business Promotion Division
June 2017 Human Holdings Co., Ltd. Director (current post)
Overseas Business Promotion
April 2018 Overseas Business Division (current post)[Reason for selection] Mr. Ozawa is in charge of the overseas business division of Human Holdings, where his responsibilities
include international expansion across Asia and the United States, among other places. He is laying the groundwork for futurebusiness expansion, and we have decided he could play an important role in the promotion of the group’s overseas strategy, so heshould therefore remain in a directorial position.
April 1995 Joined Human Touch Co., Ltd.
April 2005 Human Resocia Co., Ltd. Director
April 2012 Human Resocia Co., Ltd. Representative Director (current post)
April 2013 Human Holdings Co., Ltd. Executive Officer For Human Resources
Mitsugu Otaya
12,600 sharesBusiness(March 26, 1972)
June 2013 Human Holdings Co., Ltd. Director
Human Resources Business Division (current post)[Key position currently held]
Human Resocia Co., Ltd. Representative Director[Reason for selection] Since joining Human Holdings Group, Mr. Otaya has used his experience of highly specialized business
operations gained while working in businesses related to human resources, and has promoted the steady expansion of businessas a Representative Director of Human Resocia Co., Ltd., which is one of our leading subsidiaries. He should therefore remain in a
directorial position.

－

4 －Candidate
No.

８

*
９

10

Name (DOB)

Biography, position & responsibilities at Human Holdings(Important positions held concurrently)

Quantity of
Human Holdings
stock owned

April 1994 Joined The Human Co., Ltd.
November 2005 Human Planning Co., Ltd. Representative Director
March 2007 Human Business Service Co., Ltd. Director
April 2008 Human Academy Co., Ltd. Director
April 2010 Human Academy Co., Ltd. Director
Teruyuki Kawakami
January 2012 Human Holdings Co., Ltd. Executive Officer for General Strategy
3,200 shares(October 5, 1969)
June 2013 Human Holdings Co., Ltd. Director (current post) General Strategy
April 2017 WebSmile Co., Ltd. Director
April 2019 Educational Business (current post)
Human Academy Co., Ltd. Representative Director (current post)[Key positions currently held]
Human Academy Co., Ltd. Representative Director[Reason for selection] Having responsibility for the general strategy division of Human Holdings, Mr. Kawakami has been actively
involved in the development, branding and advertising of new products, and in a wide range of fields including mergers &acquisitions, he has formulated and enacted a marketing strategy that exploits the synergy of each business in the Human
Holdings Group, is working to improve our medium-term corporate value, and is currently working on the expansion of businessas Representative Director of Human Academy Co., Ltd., a major subsidiary. He should therefore remain in a directorial position.
June 2016 Human Life Care Co., Ltd. Director
Business Strategy & Corporate Planning Division
October 2016 Also in charge of East Japan Domestic Sales Division
Shinya Setoguchi
April 2017 Human Life Care Co., Ltd. Representative Director (current post)－(August 24, 1970)
Human Holdings Co., Ltd. Executive Officer Long-Term Care Services(current post)[Key positions currently held]
Human Life Care Co., Ltd. Representative Director[Reason for selection] Mr. Setoguchi joined the Human Holdings Group after gaining abundant experience in the running of
long-term care services, and has since worked on improving the profitability of the long-term nursing services division. He has
also worked as a representative director of Human Life Care Co., Ltd., which is one of our leading subsidiaries, and is currently
turning it into a profitable business. Since he can also be expected to play a part in promoting the expansion of this division’s
business in the future, he should therefore be appointed to a directorial position.
April 1990 Joined Hongo CPA Office(currently Hongo Tsuji Tax & Consulting)February 2003 President and CEO, Growing Soken Co., Ltd. (current post)
Hidekazu Odajima－
June 2015 Human Holdings. External Director (current post)(December 18, 1968)
Human Resocia Co., Ltd. Auditor (current post)[Key positions currently held]
Growing Soken Co., Ltd., President and CEO[Reason for selection] Mr. Odajima has a great deal of experience in corporate management, and is well acquainted with
consulting human resources, finance and other fields. His experience and insights have provided valuable inputs to management
meetings of Human Holdings, and in the future, we imagine he will be able to provide suitable monitoring that contributes to theimprovement of corporate value as an outside director with an objective point of view that is not involved in running the business.
He should therefore remain in a directorial position as an outside director.

(Notes) 1.
2.
3.
4.

5.
6.
7.
8.

9.

New director candidates are denoted by asterisks (*)
None of the candidates has a special interest in Human Holdings.
Tomonari Sato is the “parent company” for the purposes of Article 2, Paragraph 4 of the Companies Act.
The positions and responsibilities of candidate directors who are currently executives of subsidiaries of the Human Holdings
parent company (or have been within the last five years) are mentioned above under “position & responsibilities at Human
Holdings”, and are also listed below.
• Kosuke Kurosaki was an executive of Human Academy Co., Ltd.
• Mitsugu Otaya is an executive of Human Resocia Co., Ltd.
• Teruyuki Kawakami is an executive of Human Academy Co., Ltd.
• Shinya Setoguchi is an executive of Human Life Care Co., Ltd.
Hidekazu Odajima is a candidate for outside director.
Hidekazu Odajima was selected as an outside director candidate because he has a great deal of experience in corporate
management and is familiar with consultancy relating to human resources, finance and other fields. He is therefore
considered to be capable of working effectively as an outside director, and we hope you will support his appointment.
Hidekazu Odajima is currently an outside director of Human Holdings, and his term of office will be four years starting fromthe conclusion of this general meeting of shareholders.
Hidekazu Odajima is the President and CEO of Growing Soken Co., Ltd., which is due to enter into a business relationshipbased on a consulting contract relating to management systems such as ISO with special related businesses in the Human
Holdings Group (Human Academy Co., Ltd., Human Resocia Co., Ltd., Human Touch Co., Ltd., Human Life Care Co., Ltd.,and Human Star Child Co., Ltd.). A similar business relationship has also been in effect for the past two years.
If Hidekazu Odajima is re-appointed, Human Holdings intends to extend his contract with limited liability for damages under
Article 423, Paragraph 1 of the Companies Act, based on our own Articles of incorporation and on the provisions of Article
427, Paragraph 1 of the Companies Act. The limit of liability for damages under this contract shall be the minimum liability
amount stipulated in Article 425, Paragraph 1 of the Companies Act.

－

5 －

3rd Proposal: Appointment of three auditors
The term of office of all the auditors (3 people) shall expire at the conclusion ofthis General Meeting of Shareholders. We are therefore asking you to appoint threeauditors.
The consent of the board of auditors has already been obtained for this proposal.
The auditor candidates are as follows.
Candidate
No.

Name (DOB)

Masaru Niimi(December 27, 1959)
１

２

Biography and position at Human Holdings(Important positions held concurrently)
December 1989 Joined The Human Co., Ltd.
April 2001 Human Touch Co., Ltd.
September 2002 Human Holdings Manager, Internal Audit Office
April 2013 Chief Manager, General Affairs Department, Administration Division
April 2015 Chief Manager and Assistant to President
June 2015 Human Holdings Full-Time Auditor (current post)
Human Resocia Co., Ltd. Auditor (current post)
Human Touch Co., Ltd. Auditor (current post)
Daijob Global Recruiting Co., Ltd.
(currently Human Global Talent Co., Ltd.) Auditor (current post)
April 2017 WebSmile Co., Ltd. Auditor (current post)

Quantity of
Human
Holdings
stock owned

4,600 shares[Reason for selection] Mr. Niimi has spent many years working for us as an internal auditor, and is familiar with the work done at
Human Holdings and at other businesses in the Human Holdings Group. He therefore has all the knowledge and insight needed
to correctly audit our business activity. This is why he was appointed as our auditor in the past, and why we hope you will
re-appoint him to this position.
April 1982 Joined Tomita Accounting Firm as a Certified Public Accountant
May 1984 Registered as a Certified Tax Accountant
August 2002 Human Holdings Outside Auditor (current post)
Yasuo Ishibashi－
Human Touch Co., Ltd. Auditor(December 28, 1955)
July 2013 ICS Tax Corporation Representative Partner (current post)[Key positions currently held]
ICS Tax Corporation: Representative Partner and Certified Tax Accountant[Reason for selection] As a tax accountant, Mr. Ishibashi is highly knowledgeable on matters of tax and accounting, and in the
future, we expect him to carry on helping to ensure the health of our business as an outside auditor. We therefore hope you will
re-appoint him as an auditor.
December 1997 Registered as a Certified Tax Accountant
June 1998 Started up the Hayashi Tax Accounting Firm
May 1999 Style Designer Inc. Auditor
January 2000 Sunkus Retail Support Research Institute Auditor
August 2002 The Human Co., Ltd. Auditor,
April 2006 Shiba Tax Accountant’s Corporation (formed after reorganization of
Hayashi Tax Accounting Firm) Representative Partner (current post)
Kosaku Hayashi－
May 2006 Dashing Diva International Co., Ltd. Auditor(April 28, 1966)
January 2009 Human Resocia Co., Ltd. Auditor
３
June 2009 Human Holdings Outside auditor (current post)
Human Sports Entertainment Co., Ltd. Auditor
June 2015 Human Academy Co., Ltd. Auditor (current post)[Key positions currently held]
Shiba Tax Accountant’s Corporation: Representative Partner and Certified Tax
Accountant[Reason for selection] As a tax accountant, Mr. Hayashi is highly knowledgeable on matters of tax and accounting, and in the
future, we expect him to carry on helping to ensure the health of our business as an outside auditor. We therefore hope you will
re-appoint him as an auditor.
(Notes) 1. None of the candidates has a special interest in Human Holdings.
2. Yasuo Ishibashi and Kosaku Hayashi are candidates for the position of outside auditor.
3. Yasuo Ishibashi and Kosaku Hayashi have not previously been involved in the running of the company in any way other thanas an outside officer, but as stated in the “reason for selection” for each candidate, we have determined that they will be able
to fulfill their duties properly as outside auditors.
4. The length of time that has elapsed since each of the outside auditor candidates were first appointed is as follows:(1) By the end of this meeting, the term of office of Yasuo Ishibashi as an auditor will have reached 16 years and 11 months.
(2) By the end of this meeting, the term of office of Kosaku Hayashi as an auditor will have reached 10 years.
5. If Messrs. Niimi, Ishibashi and Hayashi are re-appointed, Human Holdings intends to continue the contract of eachcandidate with limited liability for damages under Article 423, Paragraph 1 of the Companies Act, based on our own Articles
of incorporation and on the provisions of Article 427, Paragraph 1 of the Companies Act. The limit of liability for damages
under these contracts shall be the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.
6. Human Holdings has registered Kosaku Hayashi as an independent auditor based on the rules of the Tokyo Stock Exchange.
If he is re-appointed, we intend to continue his status as an independent auditor.

－

6 －4th Proposal: Appointment of one substitute auditor
At the start of this general meeting of shareholders, the appointment ofTokujin Masuda to the position of substitute auditor at the 13th general meetingof shareholders on June 25, 2015 will no longer be in effect, so to avoid having
insufficient auditors to meet our legal requirements, we are asking you to appoint
one substitute auditor in advance.
Before the person appointed to this position takes up office, the appointment
will be canceled with the approval of the board of auditors at a meeting of theboard of directors.
The consent of the board of auditors has already been obtained for this
proposal. The candidate for the position of substitute auditor is as follows.

Name (DOB)

Biography and position at Human Holdings(Important positions held concurrently)

Quantity of
Human
Holdings
stock owned

April 1974 Joined Toyo Umpanki Co., Ltd. (currently Mitsubishi Logisnext Co., Ltd.)
April 1994 TCM Manufacturing, USA Inc. Vice President
June 2001 TCM Manufacturing, USA Inc. President
April 2003 TCM Corporation (currently Mitsubishi Logisnext Co., Ltd.) Deputy General
Manager of Overseas Business
April 2005 TCM Distribution USA Inc. President
April 2007 TCM Corporation Executive Officer
Kaihei Nishioka－
April 2009 TCM Corporation Managing Director(January 6, 1951)
TCM America, Inc. President
October 2011 TCM Corporation Executive Director of Overseas Business
October 2012 TCM Corporation Special Consultant
June 2015 Human Life Care Co., Ltd. Auditor (current post)
Dashing Diva International Co., Ltd. Auditor (current post)[Key positions currently held]
Human Life Care Co., Ltd. Auditor[Reason for selection] In addition to his abundant experience and insights gained over many years of management at equipment
manufacturers, Mr. Nishioka also has experience of working overseas, including a management post at a corporation in the US, and hehas put these skills to use as a member of our auditing system. We therefore hope you will appoint him as a substitute auditor.
(Notes) 1.
2.
3.
4.
5.

The candidate is a new substitute auditor candidate.
The candidate has no special interest in Human Holdings.
Mr. Nishioka satisfies the requirements for employment as an outside auditor, and will be appointed as a substituteoutside auditor.
The reasons for having Mr. Nishioka as a substitute outside auditor candidate are stated in the “reason for selection”
above.
If Mr. Nishioka is appointed, we intend to do so under a contract with limited liability for damages under Article 1,
Paragraph 1 of the Companies Act, based on our own Articles of incorporation and on the provisions of Article 427,
Paragraph 423 of the Companies Act. The limit of liability for damages under this contract shall be the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.

－7 －