[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 7, 2018
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 5th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 5th 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 Tuesday, June 26, 2018.

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 (https://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: Wednesday, June 27, 2018, 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 Audit & Supervisory Board for the 5th fiscal
year (from April 1, 2017 to March 31, 2018)
2. Non-consolidated Financial Statements for the 5th fiscal year (from April 1, 2017 to March 31, 2018)-1-

Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Election of thirteen (13) Directors
Proposal No. 3: Election of one (1) substitute Audit & Supervisory Board Member

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 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 amount7.50 yen per common share of the Company
Total amount of dividends:

4,571,711,145 yen(3) Effective date of dividends from surplus
June 28, 2018-3-

Proposal No. 2: 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, including four (4) Outside Directors,
as part of the restructuring of the Board of Directors, with the aim of strengthening governance.
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
Apr. 2008
Oct. 2013
Apr. 2014
Kiyoshi Kanazashi(August 2, 1945; 72
years old)

Apr. 2014
Apr. 2015

1

Reappointment
Attendance to themeetings of theBoard of Directors
11/12 (92%)

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)(Significant concurrent positions outside the Company)
Chairman, Tokyu Land Corporation
Outside Director, Tokyu Corporation
Number of years
Chairman, Tokyu Hands, Inc.
in office: 4 years and Director, TOKYU RECREATION CO., LTD.
9 months(at the conclusion of (Reasons for nomination)
this General Meeting Joined Tokyu Land Corporation in 1968, and has been involved in housingof Shareholders)development 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.

-4-

Number of theCompany’s
shares owned

74,146

Candidate
No.

Name
(Date of birth)

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

Yuji Ohkuma(August 3, 1958; 59
years old)2

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 4 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

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)
Apr. 2017 President & CEO, Tokyu Land Corporation (current)

1982
2008
2011
2013
2014

(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation
32,825(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.

Apr.
Apr.
Feb.
Jun.
Jul.

1980
2006
2007
2007
2008

Jun. 2010
Apr. 2011
Shinji Sakaki(January 23, 1957; 61 Apr. 2014
Jun. 2014
years old)3

Reappointment
Attendance to themeetings of theBoard of Directors
11/12 (92%)
Number of years
in office: 4 years(at the conclusion ofthis General Meetingof Shareholders)Number of theCompany’s
shares owned

Apr. 2015
Apr. 2015
Apr. 2017

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
President & CEO, Tokyu Livable, Inc. (current)
Director and Managing Officer, the Company (current)(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.

-5-20,875

Candidate
No.

Name
(Date of birth)

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

1982
2008
2011
2011

Oct. 2013
Apr. 2014

4

Apr. 2015
Hitoshi Uemura
Apr. 2015(November 10, 1959; May 2015
58 years old)
Jun. 2015
Apr. 2017
Reappointment
Apr. 2017
Attendance to themeetings of theBoard of Directors
12/12 (100%)(Significant concurrent positions outside the Company)
Vice Chairman, Tokyu Land Corporation

Number of years
in office: 3 years(at the conclusion ofthis General Meetingof Shareholders)(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.
Apr. 1980
Apr. 2006
Apr. 2011
Apr. 2012
Jun. 2013
Oct. 2013
Apr. 2014

Katsuhide Saiga(October 14, 1957;
60 years old)
5

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

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

Apr. 2016
Apr. 2016
Jun. 2016
Apr. 2017

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
Director and Executive Vice President, the Company
Director and Managing Officer, the Company (current)(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
Number of years
related operations and so forth since then. Involved with corporate
in office: 2 years
management as a Director of Tokyu Community Corporation since 2013(at the conclusion of and a Director of the Company since 2016. Has extensive operational
this General Meeting experience with the Group and insight relating to corporate management inof Shareholders)
general.

-6-

Number of theCompany’s
shares owned

19,875

19,452

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Dec. 1982
Jun. 2003
Jun. 2005
Jun. 2007
Apr. 2011
Oct.
Apr.
Oct.
Oct.
Oct.

6

2013
2014
2014
2014
2014

Toshihiko Kitagawa(May 21, 1957; 61 Apr. 2015
years old)
Jun. 2015
Reappointment
Nov. 2016
Attendance to themeetings of theApr. 2017
Board of Directors Apr. 201712/12 (100%)
Number of years
in office: 3 years(at the conclusion ofthis General Meetingof Shareholders)(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. 2015
Apr. 2016
Jun. 2016

Hironori Nishikawa(November 12, 1958;
Apr. 201759 years old)
Apr. 2017
Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 2 years(at the conclusion ofthis General Meetingof Shareholders)

63,199(Significant concurrent positions outside the Company)
President and Representative Director, Tokyu Housing Lease Corporation

Apr. 1982
Apr. 2010
Oct. 2013
Apr. 2014

7

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
President and Representative Director, and Managing Officer,
NATIONAL STUDENTS INFORMATION CENTER
Director and Managing Officer, the Company (current)
Chairman and Representative Director, NATIONALSTUDENTS INFORMATION CENTER

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Managing Officer, the Company
Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Managing Officer, the Company
Senior Executive Managing Officer, the Company
Director and Senior Executive Managing Officer, theCompany
Director and Managing Officer, the Company (current)
Representative Director and Executive Vice President, Tokyu
Land Corporation (current)(Significant concurrent positions outside the Company)
Representative Director, Tokyu Land Corporation(Reasons for nomination)
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 and a
Director of the Company since 2016. Has extensive operational experience
with the Group and insight relating to corporate management in general.

-7-

14,575

Candidate
No.

Name
(Date of birth)

Apr. 1982 Joined Tokyu Land Corporation
Apr. 2010 Managing Officer, Tokyu Land Corporation
Apr. 2014 Director and Executive Managing Officer, Tokyu Land
Corporation
Jun. 2015 Managing Officer, the Company (current)
Apr. 2017 Director and Senior Executive Managing Officer, Tokyu
Land Corporation (current)

8
Masashi Okada(August 6, 1958; 59
years old)
New candidate

9Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of years
in office: 4 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

21,700(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in thebuildings business and so forth since then. Involved with corporate
management as a Director of Tokyu Land Corporation from 2014. Has
extensive operational experience with the Group and insight relating tocorporate management in general.
Apr.
Jun.
Jan.
Jun.
Jun.

1971
2007
2008
2008
2010

Apr.
Jun.
Oct.
Apr.

2011
2011
2013
2018

Joined Tokyu Corporation
Director, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Senior Managing Director and Representative Director,
Tokyu Corporation
President and Representative Director, Tokyu Corporation
Director, Tokyu Land Corporation
Director, the Company (current)
Chairman of the Board and Representative Director, Tokyu
Corporation (current)

Hirofumi Nomoto(September 27, 1947; (Significant concurrent positions outside the Company)
Chairman of the Board and Representative Director, Tokyu Corporation
70 years old)
Director, TOKYU RECREATION CO., LTD.
Outside Director, TOEI COMPANY, LTD.
Reappointment
Outside Director, TOBU RAILWAY CO., LTD.
Attendance to the Outside Director, JAPAN POST BANK Co., Ltd.
meetings of theBoard of Directors
11/12 (92%)

Number of theCompany’s
shares owned(Reasons for nomination)
Chairman of the Board and Representative Director of the Company’s
major shareholder, Tokyu Corporation. Has extensive experience andbroad discernment of corporate management in general.
(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Hirofumi Nomoto to theeffect that the extent of liability provided for in Article 423, Paragraph 1 of
the Companies 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.

-8-32,724

Candidate
No.

10

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
Jul. 1996 Director, the Dai-ichi Mutual Life Insurance Company
Apr. 1999 Managing Director, the Dai-ichi Mutual Life Insurance
Company
Jun. 2001 Audit & Supervisory Board Member, 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
Apr. 2007 Representative Director and Vice President, the Dai-ichi
Koichi Iki
Mutual Life Insurance Company (Retired in March 2008)(September 6, 1947;
Jun.
2008
President and Representative Director, THE DAI-ICHI
70 years old)
BUILDING CO., LTD.
Jun. 2009 Chairman, DIAM Co., Ltd.
Reappointment
Jun. 2014 Director, the Company (current)
Outside Director
Independent Officer Jul. 2014 Representative Director, TOHO KINZOKU CO., LTD.
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 LifeGroup and broad discernment of corporate management in general for the
management of the Company.

Number of years
in office: 4 years(at the conclusion of (Agreement to limit liability)
this General Meeting In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Koichi Iki to the effectof Shareholders)that 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.

-9-

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

Number of theCompany’s
shares owned

Apr. 1978 Appointed as a judge
Apr. 2000 Division-head Judge, Tokyo District Court
Jul. 2007 Associate Vice-Minister of Justice in charge of Litigation
Affairs, Minister’s Secretariat, the Ministry of JusticeNov. 2012 Division-head Judge, Tokyo High Court
Jul. 2014 Chief Judge, the Tokyo Family Court
Jun. 2015 Chief Judge, Tokyo District Court
Feb. 2017 Registered as attorney at law
Feb. 2017 Special Advisor, SophiaCity Law Office (current)
Jun. 2017 Substitute Audit & Supervisory Board Member, the Company(current)
Jun. 2017 Outside Director, FUJIFILM Holdings Corporation (current)

11(Significant concurrent positions outside the Company)
Outside Director, FUJIFILM Holdings Corporation
Outside Audit & Supervisory Board Member, SEIREN CO., LTD.
(Scheduled to assume the position on June 20, 2018)
Makoto Kaiami(October 5, 1951; 66 (Reasons for nomination)
The Company proposes Mr. Makoto Kaiami be elected as an Outside
years old)
Director so that his expert insight as a judge and attorney at law and his
extensive experience in corporate legal affairs may be reflected in the
New candidate
management of the Company. There is no legal advisory contract between
Outside Director
Independent Officer the Company and him.
As mentioned above, he possesses expert insight and many years ofexperience as a lawyer. Thus the Company judges that he is able toappropriately perform duties as an Outside Director 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.

- 10 -

0Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s
shares owned

Apr. 1977 Joined the Ministry of Posts and Telecommunications(currently the Ministry of Internal Affairs andCommunications)Aug. 2005 Director-General, Radio Department, Telecommunications
Bureau, the Ministry of Internal Affairs and Communications
Jul. 2008 Director-General, Telecommunications Bureau, the Ministryof Internal Affairs and Communications
Sep. 2012 Director-General, Global Strategy Bureau, the Ministry ofInternal Affairs and Communications
Jun. 2013 Vice-Minister for Policy Coordination, the Ministry ofInternal Affairs and Communications
Jul. 2015 Vice-Minister, the Ministry of Internal Affairs andCommunications
Sep. 2016 Advisor, Sumitomo Mitsui Trust Bank, Limited (Retired in
December 2017)
Jan. 2018 Executive Officer, DENTSU INC. (current)
12(Significant concurrent positions outside the Company)
Executive Officer, DENTSU INC.

Shun Sakurai(December 14, 1953,(Reasons for nomination)
64 years old)
The Company proposes that Mr. Shun Sakurai be elected as an Outside
Director in the hope that he will utilize his extensive experience and broad
New candidate
knowledge in administration for the management of the Company.
Outside Director
Independent Officer From September 2016 to December 2017, Mr. Shun Sakurai served as
Advisor at Sumitomo Mitsui Trust Bank, Limited, a major lender to theCompany. However, his responsibilities stayed within the scope ofproviding advice from an outside perspective when necessary, andtherefore did not involve the execution of internal operations.
(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 -

0Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s
shares owned

Oct. 1987 Joined Eiwa Audit Corporation (currently KPMG AZSA
LLC)
Oct. 1993 Joined Sasaki Certified Public Accountants Office
Apr. 1997 Joined Internet Research Institute, Inc.
Sep. 1998 Director, Managing Director & CFO, Internet ResearchInstitute, Inc.
Nov. 2002 Established Gratia, Inc. (currently Acuray, Inc.), assumed
position as Representative (current)
Apr. 2016 Specially-Appointed Professor, Hakuoh University
Jun. 2017 Outside Audit & Supervisory Board Member, AEON
CREDIT SERVICE CO., LTD. (current)
Apr. 2018 Professor, Showa Women’s University (current)

13(Significant concurrent positions outside the Company)
Representative, Acuray, Inc.
Outside Member, Board of Directors, Sumitomo Dainippon Pharma Co.,
Ltd. (Scheduled to assume the position on June 19, 2018)

0

Saeko Arai
(February 6, 1964, 54
years old)
(Reasons for nomination)
The Company proposes that Ms. Saeko Arai be elected as an Outside
New candidate
Director in the hope that she will utilize her broad knowledge in
Outside Director
accounting as a certified public accountant, as well as her extensive
Independent Officer experience in corporate management as a CFO, for the management of theCompany.
(Agreement to limit liability)
If her election is approved, in accordance with Article 427, Paragraph 1 of
the Companies Act, the Company intends to enter into an agreement with
her 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. Makoto Kaiami, Mr. Shun Sakurai, and Ms. Saeko Arai with Tokyo Stock
Exchange as independent officers.

(Reference) Policies for nominating candidates for Directors
In nominating candidates for Directors, at the meeting of the Board of Directors, the Company nominates
personnel who are considered to have the appropriate character and knowledge, as well as no health issues
that would impede them from executing their duties. The nominated candidates are also deemed to haveinsight and appropriate judgment capabilities with a view to achieving the management indicators and otherobjectives set out in the medium- and long-term management plan. Furthermore, the Company has set up
the Nomination and Compensation Committee in fiscal 2016. In selecting management team members andnominating candidates for Directors, decisions are made by the Board of Directors after deliberation at theCommittee.
(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- 12 -

Proposal No. 3:

Election of one (1) substitute Audit & Supervisory Board Member

To provide for a case in which the number of Audit & Supervisory Board Members falls short of thenumber stipulated by laws and regulations, the Company proposes to elect one (1) substitute Audit &Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to the submissionof this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company

Number of theCompany’s
shares owned

Dec. 1986 Registered as attorney at law
Dec. 1986 Joined Naritomi & Partners
Jul. 2004 Established Marunouchi Minami Law Office, assumed
position as Partner (current)
Apr. 2005 Vice-president, Dai-Ichi Tokyo Bar Association
Apr. 2011 Auditor, Japan Federation of Bar Associations
Apr. 2012 Auditor, Japan Intellectual Property Arbitration Center

Ryo Nagao(May 4, 1957; 61 years old)
Outside Audit & Supervisory
Board Member
Independent Officer

Notes:(Reasons for nomination)
The Company proposes Mr. Ryo Nagao as a candidate for substituteOutside Audit & Supervisory Board Member so that his expert insight andhis extensive experience in laws and ordinances, such as company law, andthe legislative system as a whole, may be reflected in the surveillancesystem of the Company. There is no legal advisory contract between the
Company and him.
As mentioned above, he has assumed key positions in associations such as
the Japan Federation of Bar Associations. Thus the Company judges that
he is able to appropriately perform duties as an Outside Audit &Supervisory Board Member of the Company.

(Agreement to limit liability)
If he assumes the office of Outside Audit & Supervisory Board Member, in
accordance with Article 427, Paragraph 1 of the Companies Act, theCompany intends to enter into an agreement with him to the effect that theextent 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.
1. No special interests exist between the Company and the candidate for substitute Audit & Supervisory Board
Member.
2. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, the Company intends toregister him with Tokyo Stock Exchange as an independent officer.

- 13 -

0