[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities Code: 1951
June 6, 2016
To Our Shareholders:Fuminori Kozono
President and Representative Director
KYOWA EXEO CORPORATION
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 62nd ORDINARY GENERAL MEETING OF SHAREHOLDERS
We express our heartfelt sympathy to all persons affected by the 2016 Kumamoto Earthquake,and sincerely hope for the earliest possible recovery of the affected areas.
You are cordially invited to attend the 62nd Ordinary General Meeting of Shareholders of
KYOWA EXEO CORPORATION (the “Company”) on June 24, 2016, which will be held as
described hereunder.
Meeting Details
1. Date and Time:

Friday, June 24, 2016 at 10:00 a.m. (Japan time)(The reception will begin at 9:00 a.m.)

2. Venue:

29-20, Shibuya 3-chome, Shibuya-ku, Tokyo
KYOWA EXEO CORPORATION 3F Conference Room

3. Purposes:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 62nd Fiscal Yearfrom April 1, 2015 to March 31, 2016 and Reports of Audit on the Consolidated
Financial Statements by Financial Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 62nd Fiscal Year (from April 1,2015 to March 31, 2016)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Election of One (1) Director
Proposal 2:
Election of Three (3) Audit & Supervisory Board Members
Proposal 3:
Issuance of Subscription Rights to Shares as Stock Options
Proposal 4:* Any revisions to the contents of the Reference Documents for the General Meeting of Shareholders, Business
Report, Consolidated Financial Statements, or Non-Consolidated Financial Statements made by the day
immediately preceding the day of the General Meeting of Shareholders will be notified by mailing of documents or
posting on the Company’s website (http://www.exeo.co.jp/) (in Japanese only).

-1-[Translation]

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:
Appropriation of Surplus
The Company regards profit distribution to shareholders as an important managerial issue, andregarding the appropriation of surplus, we set our target dividend on equity ratio (DOE) at 3%
and our basic policy is to continue issuing stable dividends.
Based on this policy, we propose the following year-end dividend for the fiscal year underreview:Matters concerning the year-end dividend
1.

Type of dividend assets
Cash

2.

Matters concerning allocation of dividend assets and the total amount
Dividend per common share of the Company:¥22
Total amount of dividends:¥2,144,356,478
Note: The annual dividend for the current fiscal year, being the total of the interim andyear-end dividends, is ¥38 per share.

3.

Effective date of dividend from surplus
Monday, June 27, 2016-2-

[Translation]

Proposal 2:
Election of One (1) Director
Mr. Takayuki Watanabe will resign from the position of Director at the conclusion of thisOrdinary General Meeting of Shareholders. Accordingly, the Company proposes to elect one (1)Director to fill this vacancy.
The candidate for this position is as follows:
Name(Date of birth)

Career summary, positions and areas of responsibility
Jun. 2009

Senior Vice President, Managing Director of Service
Quality Management Department, NTT DoCoMo, Inc.

Jun. 2011
Tomohiro Kurosawa(Jul. 23, 1957)
Jun. 2014
New Candidate

Senior Vice President, Managing Director of Hokkaido
Regional Office, NTT DoCoMo, Inc.

Board of Directors
meeting attendance
during the year ended
March 31, 2016:–
Term served as
Director of theCompany:–

Jun. 2015

Number of theCompany’s
shares held

Operating Officer, General Manager of Mobile Sales
Division, DoCoMo Business Headquarters, KYOWA
EXEO CORPORATIONManaging Operating Officer, General Manager of
DoCoMo Business Headquarters and Mobile Sales
Division, DoCoMo Business Headquarters, KYOWA
EXEO CORPORATION (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Tomohiro Kurosawa has abundant experience in the telecom industry
and has made large contributions to the development of the mobile businessas an Operating Officer at the Company. The Company believes that his
specialized knowledge and insight in the telecom industry will allow him toproperly perform his duties as Director.

Note: There are no conflicts of interest between the candidate and the Company.

-3-

2,000

[Translation]

Proposal 3:
Election of Three (3) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Members Mr. Yuji Sugita, Mr. Akira Yamada
and Mr. Kozo Meguro will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes the election of three (3) Audit & Supervisory
Board Members.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidates for these positions are as follows:
No.

Name
(Date of birth)
Kozo Meguro(Feb. 1, 1953)
Candidate forReelection

Sep. 1984

Joined Chuo Accounting Office Audit Corporation

Jul. 1989

Registered as a Certified Public Accountant

Jul. 2003

Representative Partner, Chuo Aoyama Audit Corporation

Sep. 2006

Representative Partner, PricewaterhouseCoopers Aarata

Outside Officer
Independent Officer

Jul. 2013

Opened MEGURO & Co. (present position)

Jun. 2014

Audit & Supervisory Board Member, KYOWA EXEOCORPORATION (present position)

Board of Directors
meeting attendance
during the year ended
March 31, 2016:15/15 times (100%)
1Career summary and positions

Audit & Supervisory
Board meeting
attendance during theyear ended March 31,
2016:
14/14 times (100%)Term served as Audit& Supervisory Board
Member of theCompany:
2 years (at theconclusion of thisOrdinary General
Meeting of
Shareholders)Number of theCompany’s
shares held

(Important concurrent positions)Certified Public Accountant at MEGURO & Co.
(Reasons for nomination as candidate for Outside Audit & Supervisory
Board Member)
The Company believes that Mr. Kozo Meguro’s abundant experienceand specialized knowledge in financial operations and accounting
cultivated as a Certified Public Accountant will allow him to properly
perform his duties as Outside Audit & Supervisory Board Member.
Furthermore, while he has not been directly involved in corporate
management outside of being an Outside Director, for the above
reasons, the Company believes he will properly perform his duties as
Outside Audit & Supervisory Board Member.

-4-0[Translation]

No.

Name
(Date of birth)Haruhiko Yamada(May 22, 1953)
New Candidate
Outside Officer

2

Board of Directors
meeting attendance
during the year ended
March 31, 2016:–
Audit & Supervisory
Board meeting
attendance during theyear ended March 31,
2016:–
Term served as Audit& Supervisory Board
Member of theCompany:–

Career summary and positions
Aug. 2006

Director and General Manager of Channel Sales
Division, Corporate Business Headquarters, NTT
Communications Corporation

Jun. 2008

Vice President and Director, NTT World Engineering
Marine Corporation

Jun. 2009

Executive Vice President and General Manager of
Accounts and Finance Division, NTT FACILITIES, INC.

Jun. 2011

President & CEO, NTT Travel Service, Co., Ltd. (present
position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Audit & Supervisory
Board Member)
Mr. Haruhiko Yamada has specialized knowledge and insight infinancial operations and accounting through his abundant experience inmanagement in the telecom industry and as a finance officer, and theCompany believes he will properly perform his duties as Outside Audit& Supervisory Board Member.

-5-

Number of theCompany’s
shares held0

[Translation]

Name(Date of birth)

No.

Career summary and positions
Aug. 2006

Yoshiharu Takizawa
Jul. 2007(Dec. 18, 1954)
New Candidate

3

Board of Directors
meeting attendance
during the year ended
March 31, 2016:–
Audit & Supervisory
Board meeting
attendance during theyear ended March 31,
2016:–
Term served as Audit& Supervisory Board
Member of theCompany:–

Notes:

1.
2.
3.
4.

Number of theCompany’s
shares held

General Manager of Kansai Sales Division, Corporate
Business Headquarters, NTT Communications
Corporation
Joined KYOWA EXEO CORPORATION
General Manager of Sales Division, IT Solutions
Headquarters, KYOWA EXEO CORPORATION

Jun. 2010

Operating Officer, General Manager of Sales Division,
Business Solutions Headquarters, KYOWA EXEOCORPORATION

Apr. 2013

Operating Officer, General Manager of ICT Solution
Headquarters, KYOWA EXEO CORPORATION

Jun. 2014

Managing Operating Officer, General Manager ofProcurement Division, KYOWA EXEOCORPORATION (present position)

15,300(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Audit & Supervisory
Board Member)
Mr. Yoshiharu Takizawa has specialized knowledge in the telecom and
ICT fields through his abundant experience in the telecom industry andinvolvement in a range of operational execution as an Operating
Officer of the Company, and the Company believes he willappropriately perform his duties as Outside Audit & Supervisory Board
Member.

There are no conflicts of interest between any of the candidates and the Company.
Mr. Kozo Meguro and Mr. Haruhiko Yamada are candidates for Outside Audit & Supervisory Board
Members. Furthermore, Mr. Kozo Meguro satisfies the conditions for Independent Officer as
provided for in the regulations of the Tokyo Stock Exchange and the Company’s regulations.
Mr. Haruhiko Yamada is currently President & CEO of NTT Travel Service Co., Ltd., however, on
June 17, 2016 he will resign from this position and become an advisor for said company.
Liability Limitation Agreements with Audit & Supervisory Board Members
In order for our Audit & Statutory Board Members to more effectively perform in their expectedroles, Article 39 of the current Articles of Incorporation of the Company provides that the Company
may enter into agreements with its Audit & Supervisory Board Members limiting their liability for
failure to properly perform their respective duties. The candidate for Audit & Supervisory Board
Member Mr. Kozo Meguro has entered into an agreement with the Company that limits his liability
for damages under Article 423(1) of the Companies Act to the minimum amount prescribed by laws
and regulations, and if his reelection is approved, the above liability limitation agreement willcontinue. Furthermore if the candidates for Audit & Supervisory Board Members, Mr. Haruhiko
Yamada and Mr. Yoshiharu Takizawa, are elected, they will enter into agreements with the Company
that limit their liability for damages under Article 423(1) of the Companies Act to the minimum
amount prescribed by laws and regulations.

-6-[Translation]

Proposal 4:
Issuance of Subscription Rights to Shares as Stock Options
The shareholders are requested to approve the proposal to entrust the Board of Directors of theCompany with the task of determining the terms of the Issuance of Subscription Rights toShares as Stock Options to Directors (excluding Outside Directors), Operating Officers andemployees of the Company, and Directors of the Company’s subsidiaries under the provisions ofArticles 236, 238 and 239 of the Companies Act.
The number of Directors of the Company to be subject to this Proposal is eight (8).
The issuance of Subscription Rights to Shares to the Directors is within the annual limit of
20,000,000 Yen approved as Subscription Rights to Shares that may be offered as remuneration
for the Directors at the Ordinary General Meeting of Shareholders held on June 21, 2013.
1.

Reasons for Issuing the Subscription Rights to Shares on particularly favorable conditions
The reason for issuing Subscription Rights to Shares as stock options free of charge to the
Directors, Operating Officers and employees of the Company, and Directors of theCompany’s subsidiaries is to provide an incentive to improve business performance,increase corporate value and enhance a management focus on shareholder interests.

2.

Persons to whom Subscription Rights to Shares will be allotted
Directors, Operating Officers and employees of the Company, and Directors of theCompany’s subsidiaries will be allotted Subscription Rights to Shares.

3.

Details and maximum number etc. of the Subscription Rights to Shares for which offeringterms may be determined based on the matters resolved at the Meeting(1) Class and Number of Shares to be issued upon exercise of Subscription Rights toShares
The total number of shares subject to Subscription Rights to Shares shall not exceed
300,000 shares of common stock of the Company. Of which, the number of the
Subscription Rights to Shares to be allotted to Directors of the Company shall not
exceed 70,000 shares of common stock of the Company.
If the Company makes any share split or share consolidation, the number of sharessubject to Subscription Rights to Shares shall be adjusted using the following formula,provided that, such adjustment shall be made with regard to the number of the sharessubject to Subscription Rights to Shares that have not been exercised at such time, andthat if any fraction less than one (1) share arises as a result of such adjustment, such
fraction shall be discarded:
Number ofshares after
adjustment

Number of= shares prior toadjustment

X

Ratio ofsplit/consolidation

Furthermore, if any unavoidable event other than those set forth above arises after the
Allotment Date of the Subscription Rights to Shares that makes it necessary to adjust
the number of shares, the Company shall make the necessary adjustment to the extent
reasonable.
(2)

Number of Subscription Rights to Shares-7-

[Translation]

The number of the Subscription Rights to Shares to be issued shall not exceed 3,000
units, of which the number to be allotted to Directors of the Company shall not exceed
700 units.
The number of shares for each Subscription Right to Shares (hereinafter referred to as
the “Number of Granted Shares”) shall be 100 shares; provided, however, if a sharenumber adjustment set forth in (1) Class and Number of Shares to be issued upon
exercise of Subscription Rights to Shares” above is conducted, similar adjustment shallbe applied to the Number of Granted Shares.
(3)

Amount to be paid in exchange for the Subscription Rights to Shares
There shall be no requirement for payment in exchange for the Subscription Rights toShares.

(4)

Value of property to be contributed when Subscription Rights to Shares are exercised
Amount to be paid when Subscription Rights to shares are exercised shall be the paid
amount per share that can be delivered by exercising the Subscription Rights to Shares(hereinafter referred to as the “Exercise Price”), multiplied by the Number of Granted
Shares concerning the relevant Subscription Rights to Shares.
The Exercise Price will be the average value of closing price in regular trading of theCompany’s common stock on the Tokyo Stock Exchange (hereinafter referred to as the“Closing Price”) on each day of the previous month of the date when the Subscription
Rights to Shares are allotted, multiplied by 1.05. Note that the date when the trade was
not effective is not included. Fractions of less than one (1) Yen will be rounded up.
However, in the case the amount is lower than the Closing Price of the Allotment Date(when no Closing Price is published on that day, Closing Price of the nearest previous
date shall be applied), it will be the Closing Price on the Allotment Date.
After the Allotment Date, in an event of a share split or share consolidation of theCompany’s common stock, or other event where it is necessary to adjust the Exercise
Price, it will be adjusted by the following formula, with fractions of less than one (1)Yen rounded up.
Exercise Price
ExercisePrice=
X
after adjustment
before adjustment

1
Ratio of share split
or consolidation

In addition, after the Allotment Date of the Subscription Rights to Shares, in an event
where the Company issues new shares of common stock or disposes of treasury sharesof common stock at a price lower than market price, the Exercise Price will be adjusted
by the following formula, with fractions of less than one (1) Yen rounded up.

Exercise Priceafter adjustment=

ExercisePrice
before adjustment

X

Number ofoutstanding
shares+Number of sharesX
newly issued
Current market priceper share

Paid-in amount
per share

Number of outstanding shares + Number of shares newly issued

The “Number of outstanding shares” in the above formula shall be the total number ofthe shares of common stock issued less treasury shares of common stock owned by the-8-[Translation]

Company, and in the case of disposition of treasury shares, the “Number of shares
newly issued” shall read as “Number of treasury shares to be disposed of.”
In addition to the above, if any unavoidable event such as a merger, a company split orcapital reduction of the Company arises after the Allotment Date where the Exercise
Price must be adjusted, the Company may adjust the Exercise Price to a reasonable
extent, subject to a resolution of the Board of Directors.
(5)

Period during which Subscription Rights to Shares can be exercised
From July 2, 2018 to June 30, 2022.

(6) Conditions for exercise of Subscription Rights to Shares
1) Any person who has been allotted Subscription Rights to Shares (hereinafter referred
to as a “Holder of Subscription Rights to Shares”) must at the time of exercising suchrights have a position in the Company as a Director, Operating Officer, or employee,
or a Director of a subsidiary of the Company.
However this requirement does not apply in the case where the person concerned nolonger has this position due to, in the case of Directors or Operating Officers of theCompany or Directors of the Company’s subsidiaries, expiry of his/her term of office,in the case of employees of the Company, retirement at mandatory retirement age, orother circumstances where it is justifiable that this requirement not apply.
2)

Other terms and conditions shall be as specified in the “Subscription Rights to Shares
Allotment Agreement” to be entered into between the Company and holders of the
Subscription Rights to Shares based on a resolution of the Board of Directors.

(7)

Restriction on transfer of Subscription Rights to Shares
The acquisition of Subscription Rights to Shares by transfer shall require approval bya resolution of the Board of Directors.

(8)
1)

Reasons and conditions for acquisition of Subscription Rights to Shares
If a proposal for the approval of a merger agreement under which the Company ceases
to exist, a proposal for the approval of a company split agreement or a plan underwhich the Company is split, a proposal for the approval of a share exchange
agreement or a share-transfer plan under which the Company becomes a wholly
owned subsidiary is approved at the General Meeting of Shareholders (or at the Boardof Directors if approval at the General Meeting of Shareholders is unnecessary), theCompany may acquire the Subscription Rights to Shares without compensation

2)

In the event that a Holder of Subscription Rights to Shares becomes no longer eligible
to exercise his/her Subscription Rights to Shares, the Company may acquire theSubscription Rights to Shares without compensation.

(9)

Matters regarding capital and capital reserves that will be increased in cases where
shares will be issued as a result of the exercise of Subscription Rights to Shares
The amount of the capital to be increased by issuance of shares at the time of exerciseof the Subscription Rights to Shares shall be half of the maximum amount of increaseof the capital, etc. which is calculated in accordance with Article 17, paragraph 1 of
the Corporate Accounting Rules, and any fraction less than one (1) Yen as a result of
the said calculation shall be rounded up.

1)

-9-

[Translation]

2)

The amount of capital reserves to be increased by issuance of shares at the time of
exercise of Subscription Rights to Shares shall be obtained by subtracting the capitalbeing increased in 1) above from the maximum amount of increase of capital, etc. in1) above.

(10)

Handling of Subscription Rights to Shares at the time of restructuring action
If the Company is to engage in a merger (limited to cases where the Company ceases
to exist as a result of such merger), absorption-type company split, incorporation-typecompany split, or subject to a share exchange or share transfer (all of which arecollectively referred to as a “Restructuring Action”), Subscription Rights to shares in
the company as listed under Article 236, paragraph 1, item 8 (a) through (e) of theCompanies Act (such company limited hereafter referred to as the “Restructured
Company”) shall in each case be issued in accordance with applicable conditions
below to holders of the Subscription Rights to Shares that remain in effect as of theeffective date of the Restructuring Action (hereinafter referred to as the “Remaining
Subscription Rights to Shares”). In this case, the Remaining Subscription Rights toShares shall cease to exist, and the Restructured Company shall issue new
Subscription Rights to Shares. However, such issuance shall be limited to the cases
where issuance of the Subscription Rights to Shares of the Restructured Company
under the following conditions is prescribed in the merger agreement, the absorptiontype company split agreement, the incorporation-type company split plan, the shareexchange agreement or the plan of the share transfer.
Number of Subscription Rights to Shares to be issued by the Restructured Company
The holders of the Remaining Subscription Rights to Shares shall be granted the
Subscription Rights to Shares of which the number is equivalent to the number ofsuch Rights held at the Restructured Company.

1)

2)

Class and Number of Shares to be issued by the Restructured Company upon exerciseof Subscription Rights to Shares
The class of shares to be delivered upon exercise of the Subscription Rights to sharesshall be the common shares of the Restructured Company, and the number of theshares to be delivered upon exercise of Subscription Rights to Shares shall be
determined in accordance with (1) above, taking into consideration the conditions, etc.
of the Restructuring Action.

3)

Value of property to be contributed when Subscription Rights to Shares are exercised
The value of property to be contributed upon exercise of each Subscription Right toShares to be delivered shall be the amount obtained by multiplying the amount per
share to be paid in after reorganization obtained by adjusting the Exercise Price set
forth in (4) above by the number of shares to be delivered upon exercise of relevant
stock acquisition rights as determined in accordance with 2) above, taking into
consideration the conditions, etc. of the Restructuring Action.

4)

Period during which Subscription Rights to Shares can be exercised
The exercise period shall begin on either the first date of the exercise period for the
Subscription Rights to Shares stipulated in (5) above, or on the date that the
Restructuring Actions take effect, whichever comes later, and shall continue to thefinal date of the exercise period stipulated in (5) above.

5)

Matters concerning acquisition of Subscription Rights to Shares
To be determined in accordance with (8) above.

- 10 -

[Translation]

6)

Restrictions on transfer of Subscription Rights to Shares
Any acquisition of the Subscription Rights to Shares by transfer requires approval bya resolution of the Board of Directors of the Restructured Company.

7)

Matters regarding capital and capital reserves that will be increased in cases where
shares will be issued as a result of the exercise of Subscription Rights to Shares
To be determined in accordance with (9) above.

(11)

Method of calculating the fair value of Subscription Rights to Shares
The Black-Scholes model shall be used to calculate the fair value of the subscription
rights to Shares based on the various conditions applicable on the Allotment Date.

(12)

Other requirements concerning Subscription Rights to Shares
Other requirements concerning Subscription Rights to Shares may be decided byresolution at separately held meetings of the Board of Directors.

- 11 -