[Translation for reference only]
ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is an English translation of the original Japanese-language document and is provided for convenience only. In all cases,
the Japanese-language original shall prevail.

Securities Code: 3289
June 9, 2016
Dear Shareholders:

Yuji Ohkuma
President and Representative Director

Tokyu Fudosan Holdings Corporation
Head office:Dogenzaka 1-21-2, Shibuya-ku, Tokyo, Japan
Headquarters:
Minami Aoyama 2-6-21, Minato-ku, Tokyo, Japan

Notice of Convocationof the 3rd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 3rd Ordinary General Meeting of Shareholders of Tokyu Fudosan
Holdings Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person on the day of the meeting, you may exercise yourvoting rights by either of the methods below. Please review the Reference Documents for the General
Meeting of Shareholders attached hereto, and exercise your voting rights by 6:00 p.m., Japan
Standard Time, on Monday, June 27, 2016.

Exercise of voting rights by mail:Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise
Form and send it to the Company to arrive no later than the deadline indicated above.
Exercise of voting rights via the Internet:
Please access the dedicated voting website (http://www.web54.net) designated by the Company(Japanese only), follow the directions on the screen, and input approval or disapproval of each proposal
no later than the deadline indicated above.

1. Date and Time: Tuesday, June 28, 2016, at 10:00 a.m.
(The reception desk will open at 9:00 a.m. [scheduled])
2. Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakura-gaoka-cho, Shibuya-ku, Tokyo, Japan

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditors and the Board of Corporate Auditors for the 3rd
fiscal year (from April 1, 2015 to March 31, 2016)
2. Non-consolidated Financial Statements for the 3rd fiscal year (from April 1, 2015 to March 31, 2016)-1-

Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Partial amendments to the Articles of Incorporation
Proposal No. 3: Election of thirteen (13) Directors
Proposal No. 4: Election of one (1) substitute Statutory Auditor

When you attend the meeting in person on the day of the meeting, please submit the enclosed Voting Rights
Exercise Form at the reception counter.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of surplus
Year-end dividends
The Company regards the return of profits to shareholders to be one of its most important policies. Ourbasic policy is to determine the distribution of profits targeting a payout ratio of 25% or more,comprehensively taking into consideration our business results and the future business environment aswell as the capital requirements for medium- and long-term business development, etc., while
maintaining a stable dividend policy under the medium and long-term management plan “Value Frontier
2020.”
Under this policy, the Company proposes the year-end dividends as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount6.50 yen per common share of the Company
Total amount of dividends:

3,956,987,645 yen(3) Effective date of dividends from surplus
June 29, 2016

-3-

Proposal No. 2: Partial amendments to the Articles of Incorporation
1. Reasons for amendments
To enable the Directors (excluding Executive Directors) and Statutory Auditors to fully perform their
expected roles, and to make it easier to bring appropriate personnel on board, and in accordance with
Article 427, Paragraph 1 of the Companies Act, the Company proposes to partially amend Article 27(Exemption from liability of Directors) and Article 35 (Exemption from liability of Statutory
Auditors) of the Current Articles of Incorporation. The Company has obtained consent from each
Statutory Auditor regarding the amendment to Article 27.
2. Details of amendments
The details of the amendments are as follows:(Underlined portions are proposed to be amended.)
Current Articles of Incorporation

Proposed amendments

Article 1 to Article 26 (Omitted)

Article 1 to Article 26 (Same as the present)

Exemption from liability of Directors
Exemption from liability of Directors
Article 27
Article 27
1. In accordance with the provisions of Article 426,
1. In accordance with the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company may,Paragraph 1 of the Companies Act, the Company may,by a resolution of the Board of Directors, exempt a
by a resolution of the Board of Directors, exempt a
Director (including a person who was a Director) from
Director (including a person who was a Director) from
his/her liability for damages caused due to negligencehis/her liability for damages caused due to negligenceof his/her duties, within the limits stipulated by lawsof his/her duties, within the limits stipulated by laws
and regulations.
and regulations.
2. In accordance with the provisions of Article 427,
2. In accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company may
Paragraph 1 of the Companies Act, the Company may
enter into an agreement with an Outside Director toenter into an agreement with a Director (excluding anlimit the liability for damages caused due to negligence
Executive Director, etc.) to limit the liability fordamages caused due to negligence of his/her duties;of his/her duties; provided, however, that the maximum
provided, however, that the maximum amount ofamount of liability under such agreement shall be theliability under such agreement shall be the amountamount stipulated by laws and regulations.
stipulated by laws and regulations.
Article 28 to Article 34 (Omitted)
Article 28 to Article 34 (Same as the present)
Exemption from liability of Statutory Auditors
Exemption from liability of Statutory Auditors
Article 35
Article 35
1. In accordance with the provisions of Article 426,
1. In accordance with the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company may,Paragraph 1 of the Companies Act, the Company may,by a resolution of the Board of Directors, exempt a
by a resolution of the Board of Directors, exempt a
Statutory Auditor (including a person who was a
Statutory Auditor (including a person who was a
Statutory Auditor) from his/her liability for damages
Statutory Auditor) from his/her liability for damages
caused due to negligence of his/her duties, within thecaused due to negligence of his/her duties, within thelimits stipulated by laws and regulations.
limits stipulated by laws and regulations.
2. In accordance with the provisions of Article 427,
2. In accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company may
Paragraph 1 of the Companies Act, the Company may
enter into an agreement with an Outside Statutory
enter into an agreement with a Statutory Auditor to
Auditor to limit the liability for damages caused due tolimit the liability for damages caused due to negligence
negligence of his/her duties; provided, however, thatof his/her duties; provided, however, that the maximum
the maximum amount of liability under such agreement
amount of liability under such agreement shall be theshall be the amount stipulated by laws and regulations.
amount stipulated by laws and regulations.
Article 36 to Article 43 (Omitted)
Article 36 to Article 43 (Same as the present)-4-

Proposal No. 3: Election of thirteen (13) Directors
Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all
Directors will expire.
Accordingly, the Company proposes to elect thirteen (13) Directors, increasing the number of Directors
by three (3) (including two (2) Outside Directors) in order to strengthen management structure.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jun.
Apr.

1968
1998
2000
2002

Apr. 2004
Apr. 2006

Kiyoshi Kanazashi(August 2, 1945; 70
years old)1

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

Apr. 2008
Oct. 2013
Apr. 2014
Apr. 2014
Apr. 2015
Apr. 2015
Jun. 2015

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director and Managing Officer, Tokyu
Land Corporation
Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Director and Executive Vice President, Tokyu Land
Corporation
President & CEO, Tokyu Land Corporation
President and Representative Director, the Company
President and Representative Director, and Executive Officer,
the Company
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation
Chairman of the Board and Chief Executive Officer, theCompany (current)
Chairman, Tokyu Hands, Inc. (current)
Chairman, Tokyu Land Corporation (current)

Number of theCompany’s
shares owned

61,721(Significant concurrent positions outside the Company)
Chairman, Tokyu Land Corporation
Outside Director, Tokyu Corporation
Chairman, Tokyu Hands, Inc.
Outside Statutory Auditor, TOKYU RECREATION CO., LTD.
(Reasons for nomination)
Joined Tokyu Land Corporation in 1968, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation since 1998, and a
Representative Director of the Company since 2013. Has extensive
operational experience with the Group and insight relating to corporate
management in general.

Yuji Ohkuma(August 3, 1958; 57
years old)2

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

Apr.
Apr.
Jun.
Oct.
Apr.

1982
2008
2011
2013
2014

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Director and Managing Officer, Tokyu Land Corporation
Director, the Company
Director and Senior Executive Managing Officer, theCompany
Apr. 2015 President and Representative Director, and Executive Officer,
the Company (current)(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in building
development operations and so forth since then. Involved withcorporate management as a Director of Tokyu Land Corporation since2011, a Director of the Company since 2013, and a Representative
Director of the Company since 2015. Has extensive operational experience
with the Group and insight relating to corporate management in general.

-5-13,700Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Apr.
Feb.
Jun.
Jul.

1980
2006
2007
2007
2008

Jun. 2010
Shinji Sakaki
Apr. 2011(January 23, 1957; 59
Apr. 2014
years old)
Jun. 2014
3

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

Apr. 2015
Apr. 2015

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Executive Managing Officer, Tokyu Hands, Inc.
Director and Executive Managing Officer, Tokyu Hands, Inc.
Director and Senior Executive Managing Officer, Tokyu
Hands, Inc.
Representative Director and Senior Executive Managing
Officer, Tokyu Hands, Inc.
President & CEO, Tokyu Hands, Inc.
Senior Executive Managing Officer, the Company
Director and Senior Executive Managing Officer, theCompany
Director and Executive Vice President, the Company(current)
President & CEO, Tokyu Livable, Inc. (current)

Number of theCompany’s
shares owned

10,000(Significant concurrent positions outside the Company)
President & CEO, Tokyu Livable, Inc.
(Reasons for nomination)
Joined Tokyu Land Corporation in 1980, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as a Director of the Company since 2014. Has extensive
operational experience with the Group and insight relating to corporate
management in general.
Apr.
Apr.
Apr.
Jun.

1982
2008
2011
2011

Oct. 2013
Apr. 2014

4

Hitoshi Uemura(November 10, 1959; Apr. 2015
56 years old)
Apr. 2015
May 2015
Reappointment
Jun. 2015
Attendance to themeetings of theBoard of Directors
10/10 (100%)

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Executive Managing Officer, Tokyu Land Corporation
Director and Executive Managing Officer, Tokyu Land
Corporation
Director, the Company
Representative Director and Executive Vice President, Tokyu
Land Corporation
Managing Officer, the Company
President & CEO, Tokyu Land Corporation (current)
Executive Vice President, the Company
Director and Executive Vice President, the Company(current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in realestate securitization operations and so forth since then. Involved withcorporate management as a Director of Tokyu Land Corporation since2011 and a Director of the Company since 2013. Has extensive operational
experience with the Group and insight relating to corporate management ingeneral.

-6-

10,000Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1980
Apr. 2006
Apr. 2011
Apr. 2012
Jun. 2013

Katsuhide Saiga
5(October 14, 1957;
58 years old)
New candidate

Oct. 2013
Apr. 2014
Apr. 2016
Apr. 2016

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Managing Officer, Tokyu Community Corporation
Executive Managing Officer, Tokyu Community Corporation
Director and Executive Managing Officer, Tokyu
Community Corporation
Managing Officer, the Company
Director and Senior Executive Managing Officer, Tokyu
Community Corporation
President & CEO, Tokyu Community Corporation (current)
Executive Vice President, the Company (current)

Number of theCompany’s
shares owned

9,677(Significant concurrent positions outside the Company)
President & CEO, Tokyu Community Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1980, and has been involved in senior
related operations and so forth since then. Involved with corporate
management as a Director of Tokyu Community Corporation since 2013.
Has extensive operational experience with the Group and insight relating
to corporate management in general.
Dec. 1982
Jun. 2003
Jun. 2005
Jun. 2007
Apr. 2011

Oct. 2013
Apr. 2014
Toshihiko Kitagawa
Oct. 2014(May 21, 1957; 59
Oct. 2014
years old)
Oct. 2014
6

Reappointment
Attendance to themeetings of theBoard of Directors
10/10 (100%)

Apr. 2015
Jun. 2015

Joined Tokyu Livable, Inc.
Director, Tokyu Livable, Inc.
Director and Managing Officer, Tokyu Livable, Inc.
Director and Executive Managing Officer, Tokyu Livable,
Inc.
Director and Senior Executive Managing Officer, Tokyu
Livable, Inc.
Director, the Company
Director, Executive Vice President, Tokyu Livable, Inc.
Director, Tokyu Livable, Inc.
Senior Executive Managing Officer, the Company
President and Representative Director, Tokyu Housing Lease
Corporation
President & CEO, Tokyu Housing Lease Corporation(current)
Director and Senior Executive Managing Officer, theCompany (current)

57,724(Significant concurrent positions outside the Company)
President and Representative Director, Tokyu Housing Lease Corporation(Reasons for nomination)
Joined Tokyu Livable, Inc. in 1982, and has been involved in real estate
brokerage operations and so forth since then. Involved with corporate
management as a Director of Tokyu Livable, Inc. since 2003 and a
Director of the Company since 2013. Has extensive operational experience
with the Group and insight relating to corporate management in general.
Apr. 1982
Apr. 2010
Oct. 2013
Apr. 2014

Hironori Nishikawa
7

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Managing Officer, the Company
Director and Senior Executive Managing Officer, Tokyu
Land Corporation (current)Managing Officer, the Company
Senior Executive Managing Officer, the Company (current)

Apr. 2015(November 12, 1958; Apr. 201657 years old)
(Reasons for nomination)
New candidate
Joined Tokyu Land Corporation in 1982, and has been involved in resort
related operations and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation since 2014. Has
extensive operational experience with the Group and insight relating tocorporate management in general.

-7-

3,300

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jun.
Jun.
Jun.
Apr.

1965
1992
1996
1999
2000
2002

Apr. 2004

8

Masatake Ueki
(February 17, 1942;
74 years old)

Apr. 2008
Oct. 2013

Reappointment

Apr. 2014

Attendance to themeetings of theBoard of Directors
12/12 (100%)

Apr. 2015

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director, Tokyu Land Corporation
President & CEO, Tokyu Land Corporation
President & CEO, and Managing Officer, Tokyu Land
Corporation
President and Representative Director, and Executive Officer,
Tokyu Land Corporation
Chairman of the Board & CEO, Tokyu Land Corporation
Chairman of the Board and Chief Executive Officer, theCompany
Director and Corporate Advisor, Tokyu Land Corporation(current)
Director and Executive Advisor, the Company (current)

Number of theCompany’s
shares owned

134,601(Significant concurrent positions outside the Company)
Director and Corporate Advisor, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1965, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation from 1992, and a
Representative Director of the Company from 2013 to March 2015. Has
extensive operational experience with the Group and insight relating tocorporate management in general.

Yoshihiro Nakajima(July 3, 1948; 67
years old)
9

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

Apr. 1971 Joined Tokyu Land Corporation
Jun. 1998 Director, Tokyu Land Corporation
Apr. 2002 Managing Director and Managing Officer, Tokyu Land
Corporation
Apr. 2004 Director and Executive Managing Officer, Tokyu Land
Corporation
Apr. 2006 Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Apr. 2008 Director and Executive Vice President, Tokyu Land
Corporation
Jun. 2011 President & CEO, Tokyu Livable, Inc.
Oct. 2013 Director, the Company
Apr. 2014 Director and Executive Vice President, the Company
Apr. 2014 President and Representative Director, Tokyu Housing Lease
Corporation
Oct. 2014 Chairman, Tokyu Housing Lease Corporation (current)
Apr. 2015 Director, the Company (current)
Apr. 2015 Chairman, Tokyu Livable, Inc. (current)(Significant concurrent positions outside the Company)
Chairman, Tokyu Livable, Inc.
Chairman, Tokyu Housing Lease Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1971, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation since 1998, and a
Director of the Company since 2013. Has extensive operational experience
with the Group and insight relating to corporate management in general.

-8-

66,154

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jan.
Jun.
Jun.

Number of theCompany’s
shares owned

Joined Tokyu Corporation
Director, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Senior Managing Director and Representative Director,
Tokyu Corporation
Apr. 2011 President and Representative Director, Tokyu Corporation(current)
Jun. 2011 Director, Tokyu Land Corporation
Oct. 2013 Director, the Company (current)

10

1971
2007
2008
2008
2010

Hirofumi Nomoto(September 27, 1947;
68 years old)
(Significant concurrent positions outside the Company)
President and Representative Director, Tokyu Corporation
Reappointment
Director, TOKYU RECREATION CO., LTD.
Outside Director, TOEI COMPANY, LTD.
Attendance to themeetings of the(Reasons for nomination)
Board of Directors President and Representative Director of the Company’s major
12/12 (100%)
shareholder, Tokyu Corporation. Has extensive experience and broad
discernment of corporate management in general.

(Agreement to limit liability)
If Proposal No. 2 and his election are approved, in accordance with Article
427, Paragraph 1 of the Companies Act, the Company intends to enter into
an agreement with him to the effect that the extent of liability provided forin Article 423, Paragraph 1 of the Companies Act shall be limited to theminimum amount stipulated in Article 425, Paragraph 1 of the Companies
Act.

-9-

32,524

Candidate
No.

11

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Apr. 1970 Joined the Dai-ichi Mutual Life Insurance Company(currently the Dai-ichi Life Insurance Company, Limited)
Jul. 1996 Director, the Dai-ichi Mutual Life Insurance Company
Apr. 1999 Managing Director, the Dai-ichi Mutual Life Insurance
Company
Jun. 2001 Statutory Auditor, Tokyu Land Corporation
Apr. 2004 Senior Managing Director, the Dai-ichi Mutual Life
Insurance Company
Jul. 2004 Director and Senior Managing Executive Officer, the Dai-ichi
Mutual Life Insurance Company
Apr. 2006 Representative Director and Senior Managing Executive
Officer, the Dai-ichi Mutual Life Insurance Company
Koichi Iki
Apr. 2007 Representative Director and Vice President, the Dai-ichi(September 6, 1947;
Mutual Life Insurance Company (Retired in March 2008)
68 years old)
Apr. 2008 Advisor, THE DAI-ICHI BUILDING CO., LTD.
Jun. 2008 President and Representative Director, THE DAI-ICHI
Reappointment
BUILDING CO., LTD.
Outside Director
Jun. 2009 Chairman, DIAM Co., Ltd.
Independent Officer
Jun. 2014 Director, the Company (current)
Jul. 2014 Representative Director, TOHO KINZOKU CO., LTD.
Number of years(current)
in office: 2 years(at the conclusion of(Significant concurrent positions outside the Company)
this General Meeting
Representative Director, TOHO KINZOKU CO., LTD.
of Shareholders)
Attendance to themeetings of theBoard of Directors
12/12 (100%)(Reasons for nomination)
The Company proposes that Mr. Koichi Iki be elected as an Outside
Director in the hope that he will continue to utilize his extensive
operational experience as the former executive officer at the Dai-ichi
Mutual Life Insurance Company (currently the Dai-ichi Life Insurance
Company, Limited) and broad discernment of corporate management ingeneral for the management of the Company.
(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Koichi Iki to the effectthat the extent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.

- 10 -

Number of theCompany’s
shares owned

0Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1973
Jun. 2005
Oct. 2005
Apr. 2009
Apr. 2013
Jun. 2013
Apr. 2014

Noboru Tsuda
Apr. 2015
November 25, 1949;
66 years old)
Jun. 2015

Number of theCompany’s
shares owned

Joined Mitsubishi Kasei Industries Corporation (currently
Mitsubishi Chemical Corporation)
Executive Officer, Mitsubishi Chemical Corporation
Executive Officer, Mitsubishi Chemical Holdings
Corporation
Managing Executive Officer, Mitsubishi Chemical Holdings
Corporation
Senior Managing Executive Officer, Mitsubishi Chemical
Holdings Corporation
Member of the Board and Senior Managing Executive
Officer, Mitsubishi Chemical Holdings Corporation
Representative Director, Member of the Board and Deputy
Chief Executive Officer, Mitsubishi Chemical Holdings
Corporation
Member of the Board, Mitsubishi Chemical Holdings
Corporation
Advisor, Mitsubishi Chemical Holdings Corporation (current)

12

1,000
New candidate(Significant concurrent positions outside the Company)
Outside Director
Outside Director, NTN Corporation (Scheduled to assume the position on
Independent Officer June 24, 2016)(Reasons for nomination)
The Company proposes that Mr. Noboru Tsuda be elected as an Outside
Director in the hope that he will utilize his extensive business experience
as a former executive officer at Mitsubishi Chemical Holdings Corporation
and broad knowledge of holding company management for the
management of the Company.
(Agreement to limit liability)
If his election is approved, in accordance with Article 427, Paragraph 1 of
the Companies Act, the Company intends to enter into an agreement with
him to the effect that the extent of liability provided for in Article 423,
Paragraph 1 of the Companies Act shall be limited to the minimum amountstipulated in Article 425, Paragraph 1 of the Companies Act.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1975
Jun. 2003
Jun. 2005
Jun. 2007
Jun. 2008
Jun. 201213

Number of theCompany’s
shares owned

Joined Nippon Telegraph and Telephone Public Corporation(currently NIPPON TELEGRAPH AND TELEPHONECORPORATION)
Director, NTT DATA Corporation
Director & Senior Vice President, NTT DATA Corporation
Representative Director & Executive Vice President, NTT
DATA Corporation
Representative Director & Senior Executive Vice President,
NTT DATA Corporation
Advisor, NTT DATA Corporation (current) (Scheduled toretire on June 19, 2016)

Takashi Enomoto(January 18, 1953, 63(Significant concurrent positions outside the Company)
years old)
Outside Director, Konica Minolta, Inc.

0

New candidate(Reasons for nomination)
Outside Director
The Company proposes that Mr. Takashi Enomoto be elected as an Outside
Independent Officer
Director in the hope that he will utilize his extensive business experience
as a former executive officer at NTT DATA Corporation and broad
knowledge of overseas business and IT utilization for the management of
the Company.
(Agreement to limit liability)
If his election is approved, in accordance with Article 427, Paragraph 1 of
the Companies Act, the Company intends to enter into an agreement with
him to the effect that the extent of liability provided for in Article 423,
Paragraph 1 of the Companies Act shall be limited to the minimum amountstipulated in Article 425, Paragraph 1 of the Companies Act.
Notes: 1. No special interests exist between the Company and each candidate for Directors.
2. The Company intends to register Mr. Noboru Tsuda and Mr. Takashi Enomoto with Tokyo Stock Exchange as anindependent officer.

- 12 -

Proposal No. 4: Election of one (1) substitute Statutory Auditor
To provide for a case in which the number of Statutory Auditors falls short of the number stipulated bylaws and regulations, the Company proposes to elect one (1) substitute Statutory Auditor.
The Company has obtained the consent of the Board of Corporate Auditors with respect to thesubmission of this proposal.
The candidate for substitute Statutory Auditor is as follows:
Name(Date of birth)

Career summary, position, and significant concurrent positions outside theCompany

Number of theCompany’s
shares owned

Apr. 2000 Public prosecutor, Civil Affairs Bureau, the Ministry ofJusticeAug. 2003 Assistant judge, Tokyo District Court
Oct. 2003 Registered as attorney at law
Oct. 2003 Joined Anderson Mori & Tomotsune
Jan. 2006 Partner, Anderson Mori & Tomotsune
Nov. 2006 Partner, Kataoka & Kobayashi
Jul. 2011 Established Takechi & Partners (current)(Significant concurrent positions outside the Company)
Corporate Auditor, DIC Corporation(Reasons for nomination)
Katsunori Takechi
The Company proposes Mr. Katsunori Takechi as a candidate for substitute(January 11, 1971; 45 years old)
Outside Statutory Auditor so that his expert insight as an attorney at law
and his extensive experience in corporate legal affairs may be reflected in
Outside Statutory Auditor
the surveillance system of the Company. There is no legal advisory
Independent Officer
contract between the Company and him. In addition to his aforementioned
expert insight and experience as an attorney at law, he engages in tax
accountancy services as a taxation-bureau-notified certified tax accountant
pursuant to Article 51 of the Certified Tax Accountant Act, and hepossesses considerable insight related to finance and accounting. Thus theCompany judges that he is able to appropriately perform duties as an
Outside Statutory Auditor of the Company.

0(Agreement to limit liability)
If he assumes the office of Outside Statutory Auditor, in accordance with
Article 427, Paragraph 1 of the Companies Act, the Company intends toenter into an agreement with him to the effect that the extent of liability
provided for in Article 423, Paragraph 1 of the Companies Act shall belimited to the minimum amount stipulated in Article 425, Paragraph 1 of
the Companies Act.
(Notes) No special interests exist between the Company and the candidate for substitute Statutory Auditor.

(Reference) Independence Standards for Independent Outside Directors
The Company deems Outside Directors to be independent when, in addition to meeting the independence
standards for independent officers stipulated by the Tokyo Stock Exchange, none of the following haveapplied for any of the previous three fiscal years.
1)
2)
3)
4)
5)
6)

An executive of a business partner to which the Company’s net sales account for 2% or more of theCompany’s consolidated net sales
An executive of a business partner whose net sales to the Company account for 2% or more of thebusiness partner’s net sales
An executive of a lender from which the Company borrows funds that account for 2% or more of
the Company’s consolidated total assets
An executive of a major shareholder or investor of the Company with an investment ratio of 10% ormore
A consultant, accounting professional, or legal professional who receives remuneration of morethan ¥10 million a year from the Company besides officer remuneration
A spouse or relative within two degrees of kinship of the Director, etc. of the Company or aconsolidated subsidiary- 13 -