Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 8194)
May 12, 2020
To our shareholders:
Takaharu Iwasaki
Representative Director, President & Chief Operating
Officer
LIFE CORPORATION
3-6-2 Nihonbashi-Honcho, Chuo-ku, Tokyo

Notice of the 65th Annual General Meeting of Shareholders
You are cordially invited to attend the 65th Annual General Meeting of Shareholders of LIFE CORPORATION (the“Company”) to be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your approval or disapproval of
the proposals on the enclosed voting form, and return it to the Company by postal mail, to be received by 6:00 p.m.
on Wednesday, May 27, 2020 (JST).
1. Date and Time: Thursday, May 28, 2020, at 10:00 a.m. (JST)
2. Venue:

Large conference room, 1st floor of the Osaka Headquarters of the Company
2-2-22, Nishimiyahara, Yodogawa-ku, Osaka

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 65th fiscal year (from March 1,
2019 to February 29, 2020, and the audit results of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 65th fiscal year (from March 1, 2019 to February 29,
2020)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Eight (8) Directors

Proposal No. 3

Election of One (1) Corporate Auditor-

When you attend the meeting, please present the enclosed voting form at the reception.

-

Among the documents to be provided with this notice, “Notes to the Consolidated Financial Statements” and “Notes to the Nonconsolidated Financial Statements” are posted on the Company’s website (http://www.lifecorp.jp/) pursuant to laws and regulations,as well as Article 15 of the Company’s Articles of Incorporation, and are not included in the documents attached to this notice.
Accordingly, the attached documents to this notice constitute a part of the documents that were audited by the Corporate Auditors
and the Accounting Auditors in preparing the audit results.

- Any corrections to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated
Financial Statements or Consolidated Financial Statements will be posted on the Company’s website (http://www.lifecorp.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the return of profit to its shareholders as one of the management policies of utmost
importance and maintains a basic policy to continuously carry out stable payment of dividends. The Company has
given comprehensive consideration to matters including the above basic policy, strengthening of financial position
and future business development, and proposes the payment of the year-end dividend and other appropriation of
surplus for the 65th fiscal year as set forth below.
1. Year-end dividends(1)Type of dividend property
To be paid in cash.

(2)

Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥20 per common share of the Company.
In this event, the total dividends will be ¥939,174,460.
Accordingly, including the interim dividend (¥20 per share), the annual dividend will be ¥40 per share.

(3)

Effective date of dividends of surplus
The effective date of dividends will be May 29, 2020.

2. Other appropriation of surplus(1)

Item of surplus to be increased and amount of increase
General reserve: ¥5,500,000,000(2)Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥5,500,000,000-2-Proposal No. 2

Election of Eight (8) Directors

At the conclusion of this meeting, the terms of office of all nine (9) Directors will expire. Therefore, the Company
proposes the election of eight (8) Directors.
The details of this proposal were deliberated at the “Nomination & Remuneration Advisory Committee,” which is aconsultative body to the Board of Directors with an independent outside Director as the chair. The results of thedeliberation were reported to the Board of Directors, where the proposal was approved.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)1

Nobutsugu Shimizu(April 18, 1926)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company andreasons for nomination)
Oct. 1956
Representative Director and President of theCompany
Feb. 1982
Representative Director and Chairman
Mar. 1988
Representative Director, Chairman & President
Mar. 2006
Representative Director, Chairman & Chief
Executive Officer (current position)(Significant concurrent positions outside the Company)
Representative Director and Chairman of LIFE FINANCIALSERVICE(Reasons for nomination)
Nobutsugu Shimizu is the founder of LIFE CORPORATION
and has knowledge and insight not only into the Company’s
management but also about the distribution industry overall.
Therefore, the Company has nominated him as a candidate for
Director.

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Number of theCompany’s shares
owned

697,300 shares

Candidate
No.

Name
(Date of birth)

2

Takaharu Iwasaki(March 27, 1966)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company andreasons for nomination)
Apr. 1989
Joined Mitsubishi Corporation
Feb. 1994
Princes Limited
May 1999
Director, Assistant Division COO of Sales
General Division of the Company
Oct. 2001
Senior Managing Director, Division COO ofTokyo Region Business Division
Mar. 2006
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
June 2014
Representative Director, President & Chief
Operating Officer, Group CEO of BusinessGroup Headquarters, and Group CEO of
Development Group Headquarters
Jan. 2017
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
Jan. 2018
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
May 2019
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters(current position)(Significant concurrent positions outside the Company)
Representative Director and Vice President of Nihon Ryutsu
Sangyo Co., Ltd.
Representative Director and Deputy Chairman of LIFE
FINANCIAL SERVICE(Reasons for nomination)
Takaharu Iwasaki, in addition to gaining experience at a general
trading company, has amassed knowledge in the distribution
industry and the Company’s overall management throughserving as President of the Company for 14 years since 2006.
Therefore, the Company has nominated him as a candidate for
Director.

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Number of theCompany’s shares
owned

13,044 shares

Candidate
No.

Name
(Date of birth)3

Toshiaki Namiki(May 15, 1954)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company andreasons for nomination)
Aug. 1983
Joined the Company
Apr. 1994
General Manager of Public Relations andSecretary Section in Tokyo
Dec. 1999
General Manager of Public Relations andSecretary Section in the Tokyo Region, andGeneral Manager of Environmental Measure
OfficeMay 2001
Director, General Manager of President’s
Office, General Manager of Public Relations
and Secretary Section in the Tokyo Region, andGeneral Manager of Environmental Measure
OfficeMar. 2007
Managing Director, General Manager of
President’s Office, and General Manager of
Public Relations and Secretary Section in the
Osaka Region
Feb. 2008
Managing Director, Division COO of Human
Resources Division, and General Manager ofSecretary Section
Jan. 2011
Managing Director, Division COO of Sales
Planning and Marketing Division, General
Manager of Sales Planning and Marketing
Department in the Tokyo Region, General
Manager of Secretary Section, General
Manager of Public Relations Department, andGeneral Manager of CSR and Environmental
Affairs Department
Mar. 2012
Senior Managing Director, Group CEO of
Administration and Management Headquarters,
Division COO of General Affairs Division,
General Manager of Secretary Section, andGeneral Manager of Public Relations
Department
June 2012
Senior Managing Director, Group CEO of
Administration and Management Headquarters,
General Manager of Secretary Section, andGeneral Manager of Public Relations
Department
Apr. 2014
Senior Managing Director, Group CEO of
Administration and Management Headquarters,
General Manager of Secretary Section, General
Manager of Public Relations Department, andGeneral Manager of CSR and Environmental
Affairs Department
Sept. 2014
Senior Managing Director, Group CEO of
Administration and Management Headquarters,
and General Manager of Secretary Section
Feb. 2015
Senior Managing Director, Group CEO of
Administration and Management Headquarters,
Division COO of General Affairs Division, andGeneral Manager of Secretary Section
Sept. 2015
Senior Managing Director, Group CEO of
Administration and Management Headquarters,
and General Manager of Secretary Section-5-

Number of theCompany’s shares
owned

7,759 shares

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company andreasons for nomination)
Jan. 2017
Senior Managing Director, Group CEO of
Development Group Headquarters, General
Manager of Secretary Section, and in charge ofIndustry Group Relations
Jan. 2018
Senior Managing Director, Group CEO of
Development Group Headquarters, and General
Manager of Secretary Section
May 2019
Director & Senior Managing Executive Officer,
Group CEO of Development Group
Headquarters, and General Manager ofSecretary Section (current position)(Reasons for nomination)
Toshiaki Namiki has successively served as head of corporate
planning and administration division of the Company. He has awide range of operation knowledge as well as insight on the
Company’s overall management, administration and business
operation. Therefore, the Company has nominated him as a
candidate for Director.

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Number of theCompany’s shares
ownedCandidate
No.

Name
(Date of birth)

4Tomehisa Morishita(December 9, 1959)

Career summary, positions and responsibilities in the Company
Number of the(Significant concurrent positions outside the Company andCompany’s sharesreasons for nomination)
owned
Apr. 1982
Joined the Company
Sept. 2004
General Manager of Osaka Region Apparel
Department, and General Manager of Osaka
Region Lifestyle Products Department
Feb. 2007
General Manager of Information System
Department
Mar. 2009
Executive Officer, Division COO of Corporate
Strategy and Planning Division, and General
Manager of Corporate Strategy and Planning
Department
Nov. 2009
Executive Officer, Division COO of Osaka
Region Apparel and Lifestyle Products
Division, General Manager of Osaka Region
Apparel Department, and General Manager of
Osaka Region Lifestyle Products Department
Jan. 2011
Executive Officer, Division COO of Tokyo
Region Apparel and Lifestyle Products
Division, and Division COO of Osaka Region
Apparel and Lifestyle Products DivisionFeb. 2014
Executive Officer, Deputy Division COO ofOsaka Region Sales Division, and Division
COO of Osaka Region Apparel and Lifestyle
Products Division
May 2014
Director, Deputy Division COO of Osaka
Region Sales Division, and Division COO ofOsaka Region Apparel and Lifestyle Products
Division
1,379 shares
Sept. 2014
Director, Division COO of Corporate Strategy
and Planning Division
June 2015
Director, Division COO of Corporate Strategy
and Planning Division, and Division COO of
New Business Development DivisionFeb. 2016
Director, Division COO of Corporate Strategy
and Planning Division, Division COO of Sales
Promotion Division, and in charge of New
Businesses
Mar. 2016
Director, Division COO of Corporate Strategy
and Planning Division, General Manager ofCorporate Strategy and Planning Department,
and in charge of New Businesses
June 2016
Managing Director, Division COO of Corporate
Strategy and Planning Division, and in chargeof New Businesses
Jan. 2017Managing Director, Group CEO of
Administration and Management Headquarters
Jan. 2018
Managing Director, Group CEO of Corporate
Functions Group Headquarters
May 2019
Director & Managing Executive Officer, GroupCEO of Corporate Functions Group
Headquarters
Feb. 2020
Director & Managing Executive Officer, GroupCEO of Corporate Functions Group
Headquarters, and Division COO of
Information Strategy Division-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number of the(Significant concurrent positions outside the Company andCompany’s sharesreasons for nomination)
owned
Apr. 2020
Director & Senior Managing Executive Officer,
Group CEO of Corporate Functions Group
Headquarters, and Division COO of
Information Strategy Division (current position)(Reasons for nomination)
Tomehisa Morishita has successively served as head in various
divisions including sales, systems and corporate strategy andplanning in the Company and has amassed insight on the
Company’s overall management, administration and business
operation. Therefore, the Company has nominated him as a
candidate for Director.

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Candidate
No.

Name
(Date of birth)

5

Takashi Sumino(January 25, 1956)

Career summary, positions and responsibilities in the Company
Number of the(Significant concurrent positions outside the Company andCompany’s sharesreasons for nomination)
ownedMar. 1980
Joined the Company
Jan. 2001
General Manager of Osaka Region Sales
Promotion Department
Mar. 2004
General Manager of Osaka Region Logistics
Department
Mar. 2006
General Manager of Osaka Region Operational
Reforms Promotion Office
Mar. 2008
Executive Officer, General Manager of Osaka
Region Operational Reforms Promotion Office
Mar. 2009
Executive Officer, General Manager of
Logistics Planning of Sales Management
Division
Nov. 2009
Executive Officer, General Manager of Osaka
Region Operational Reforms Promotion OfficeFeb. 2010
Executive Officer, Division COO of Osaka
Region Store Support Division
Aug. 2010
Executive Officer, Division COO of Osaka
Region Chain Store Division, and Division
COO of Osaka Region Store Support Division
May 2012
Director, Division COO of Osaka Region ChainStore Division, and Division COO of Osaka
Region Store Support DivisionFeb. 2013
Director, Deputy Division COO of SalesManagement Division (in charge of the Osaka
Region), Division COO of Osaka Region ChainStore Division, and Division COO of Osaka
Region Store Support Division
4,935 shares
Oct. 2013
Director, Deputy Division COO of SalesManagement Division (in charge of the Osaka
Region), and Division COO of Osaka Region
Chain Store DivisionFeb. 2014
Director, Division COO of Osaka Region Sales
Division, and Division COO of Osaka Region
Chain Store Division
May 2014
Director, Division COO of Osaka Region Sales
Division
June 2015
Managing Director, Division COO of Osaka
Region Sales Division
Jan. 2017Managing Director, Division COO of Corporate
Strategy and Planning Division, and in chargeof New Businesses
Jan. 2018
Managing Director, Group CEO of
Infrastructure Group Headquarters, andDivision COO of Information Strategy Division
May 2019
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters, andDivision COO of Information Strategy DivisionFeb. 2020
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters
Mar. 2020
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters andDivision COO of Strategic Business Division(current position)-9-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number of the(Significant concurrent positions outside the Company andCompany’s sharesreasons for nomination)
owned(Reasons for nomination)
Takashi Sumino has successively served as head of sales
division of the Company. He has abundant operation knowledge,
mainly in the sales division, as well as insight on distribution
industry and the Company’s overall management. Therefore, theCompany has nominated him as a candidate for Director.

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Candidate
No.

Name
(Date of birth)

6

Nobuyuki Kawai(April 18, 1963)

Career summary, positions and responsibilities in the Company
Number of the(Significant concurrent positions outside the Company andCompany’s sharesreasons for nomination)
owned
Apr. 1987
Joined Mitsubishi Corporation
Dec. 2005
Senior Manager, Accounting & Finance Team
Accounting Department, Kansai Branch
May 2010
Head, Planning and Development, Structured
Finance, M&A Advisory
May 2012
Deputy General Manager, Corporate Auditors’
OfficeApr. 2014
Executive Vice President and CFO, Mitsubishi
Company (Thailand) Ltd.
Executive Vice President and CFO, Thai-MC
Company Limited
May 2016
Chief Administrative Officer, Tata Consultancy
Services Japan, Ltd.
July 2018
General Manager of Department in charge ofSpecial Missions, Business Group Headquartersof the Company
0 sharesOct. 2018
Assistant Group CEO of Corporate Functions
Group Headquarters
Jan. 2019
Executive Officer, Deputy Division COO of
Corporate Finance and Accounting Division,and responsible for Corporate Strategy andPlanning Department
May 2019
Director & Senior Executive Officer, Division
COO of Corporate Finance and Accounting
Division (current position)(Reasons for nomination)
Nobuyuki Kawai has amassed significant knowledge in financeand accounting through his long-standing experience at thefinance and accounting divisions in a general trading company
and has also abundant knowledge in compliance. Therefore, theCompany has nominated him as a candidate for Director.

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Candidate
No.

Name
(Date of birth)

7

Koichi Narita(June 30, 1954)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company andreasons for nomination)
Apr. 1977
Joined Mitsubishi Corporation
Aug. 1992
Counselor, Deputy Division COO of Sales
General Division of the Company
May 1993
Director
June 1993
Director, Deputy Division COO of Sales
General Division, and Division COO of StoreBusiness Division
May 1995
Mitsubishi Corporation (returned)
Sept. 2003
General Manager of Living Essentials GroupCEO Office
Apr. 2006
Division COO of Food Division
Apr. 2008
Executive Officer, Division COO of Food
Division
Apr. 2009
Executive Officer, General Manager of Living
Essentials Group CEO Office
Apr. 2010
Representative Director and President of
SIGMAXYZ Inc. (seconded)
Apr. 2013
Representative Director, President andExecutive Officer of IT Frontier Corporation
July 2014
Representative Director, Senior Vice Presidentof Tata Consultancy Services Japan, Ltd.
May 2018
Director of the Company (current position)(Reasons for nomination)
The Company has nominated Koichi Narita as a candidate foroutside Director because he left a record of remarkableaccomplishments as a corporate manager of Tata Consultancy
Services Japan, Ltd. and other companies, possesses a high levelof knowledge of business operation in IT solutions, and has
fulfilled his role as outside Director of the Company such as byappropriately giving advice for the Company’s management andsupervising business execution. Mr. Narita’s term as outside
Director of the Company will have been two years at theconclusion of this meeting.

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Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)8

Hayuru Tsutsumi(February 25, 1962)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company andreasons for nomination)
Jan. 1987
Joined British Caledonian Airways
Sept. 1997
Joined Skymark Airlines Co., Ltd.
Sept. 1998
Joined ALC EDUCATION INC.
May 2000
Senior Manager of Education Network
Department
Sept. 2002
Joined NIHON L’ORÉAL K.K.
Sept. 2003
General Manager of Sales Administration
Department
Nov. 2005
General Manager of Trading and Marketing
Department
Mar. 2007
Joined Recruit Executive Agent Co., Ltd.
Senior Consultant
Nov. 2012
Representative Director of Hayuru Corporation(current position)
May 2014
Director of the Company (current position)

Number of theCompany’s shares
owned

1,379 shares(Significant concurrent positions outside the Company)
Representative Director of Hayuru Corporation(Reasons for nomination)
The Company has nominated Hayuru Tsutsumi as a candidatefor outside Director because her work experience andperformance and insight as a corporate manager of Hayuru
Corporation are highly regarded and she has fulfilled her role asoutside Director of the Company such as by appropriately
giving advice for the Company’s management and supervisingbusiness execution. Ms. Tsutsumi’s term as outside Director of
the Company will have been six years at the conclusion of thismeeting.
Notes:

1. Takaharu Iwasaki, a candidate for Director, is concurrently serving as Representative Director of Nihon Ryutsu Sangyo
Co., Ltd. The Company and Nihon Ryutsu Sangyo Co., Ltd. have a business relationship, which includes the purchase of
products.
2. Hayuru Tsutsumi, a candidate for outside Director, is concurrently serving as Representative Director of Hayuru
Corporation. The Company and Hayuru Corporation had entered into a subcontract agreement until May 31, 2018.
There is no special interest between any other candidates for Director and the Company.
3. Koichi Narita and Hayuru Tsutsumi are candidates for outside Director.
4. Koichi Narita, a candidate for outside Director, previously served as a person who executed business in the Company
during the period from August 1992 to May 1995. For part of that period, from May 1993 to May 1995, Mr. Narita
served as Director of the Company.
5. The Company has submitted notification to Tokyo Stock Exchange that Koichi Narita, a candidate for outside Director,
has been appointed as an independent officer.
6. The Company states in the Articles of Incorporation that the Company may enter into an agreement with outside
Directors to limit their liability for damages to the Company in order for outside Directors to fully perform the roles
expected of them as outside Directors. The Company has entered into the aforementioned limited liability agreementwith Koichi Narita and Hayuru Tsutsumi. If they are elected, the Company plans to renew this agreement with them.
The outline of the agreement is as follows:Outside Directors shall be liable to the Company for damages caused by neglect of his/her duties up to theminimum liability amount provided for under Article 425, paragraph (1) of the Companies Act.
The limitation of the liability above shall apply only when outside Director in question acted in good faith andwithout gross negligence in performing the duties giving rise to said liabilities.

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Proposal No. 3

Election of One (1) Corporate Auditor

At the conclusion of this meeting, the term of office of Mitsuo Maki will expire. Therefore, the Company proposes
the election of one (1) Corporate Auditor.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Mitsuo Maki
(February 11, 1937)

Notes:

Career summary and position in the Company(Significant concurrent positions outside the Company andreasons for nomination)
Apr. 1963
Registered as an attorney at law (Tokyo Bar
Association)
Apr. 1966
Established Mitsuo Maki Law Office (current
position)
May 2001
Corporate Auditor of the Company (current
position)(Reasons for nomination)
The Company has nominated Mitsuo Maki as a candidate foroutside Corporate Auditor because he has abundant experience
as an attorney at law and has fulfilled his role, including thesupervision of the Company’s management, from theperspective of a professional in law. Mr. Maki’s term as outside
Corporate Auditor will have been 19 years at the conclusion ofthis meeting.

Number of theCompany’s shares
owned

0 shares

1. There is no special interest between the candidate for Corporate Auditor and the Company.
2. The Company has submitted notification to Tokyo Stock Exchange that Mitsuo Maki, a candidate for outside Corporate
Auditor, has been appointed as an independent officer.
3. The reasons the candidate was judged capable of appropriately performing the duties of outside Corporate Auditor
Although Mitsuo Maki has never been directly involved in the management of a company, the Company judges that
he is capable of appropriately performing his duty as outside Corporate Auditor because he is well-versed incorporate legal affairs as an attorney at law and has sufficient knowledge to audit corporate management.
4. The Company states in the Articles of Incorporation that the Company may enter into an agreement with outside
Corporate Auditors to limit their liability for damages to the Company in order for outside Corporate Auditors to fully
perform the roles expected of them as outside Corporate Auditors. The Company has entered into the aforementioned
limited liability agreement with Mitsuo Maki. If he is elected, the Company plans to renew this agreement with him.
The outline of the agreement is as follows:Outside Corporate Auditors shall be liable to the Company for damages caused by neglect of his/her duties up to
the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act.
The limitation of the liability above shall apply only when outside Corporate Auditor in question acted in good faithand without gross negligence in performing the duties giving rise to said liabilities.

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