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

Securities Code: 4819
May 31, 2017
To Our Shareholders:
Kaoru Hayashi, Representative Director

Digital Garage, Inc.
3-5-7 Ebisu Minami, Shibuya-ku, Tokyo

Notice of the 22nd Ordinary Shareholders’ General Meeting
You are cordially invited to attend the 22nd Ordinary Shareholders’ General Meeting of Digital Garage,
Inc. (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by either ofthe following methods. Please review the attached Reference Documents for the Shareholders’
General Meeting and exercise your voting rights.
[Exercising your voting rights in writing]
Please indicate your approval or disapproval for each proposal on the enclosed voting card, and post it soas to arrive no later than 6:30 p.m. on Friday, June 16, 2017 (JST).
[Exercising your voting rights on the Internet]
Please access to the Website for Exercising Voting Rights designated by the Company(http://www.web54.net/) and enter your approval or disapproval for each proposal to exercise your voting
rights by no later than 6:30 p.m. on Friday, June 16, 2017 (JST).

-1-1. Date and Time:

Saturday, June 17, 2017, at 1:00 p.m.
The date for this Ordinary Shareholders’ General Meeting is considerably
different from the date of the previous meeting because, as of the 22nd fiscal
year (the current fiscal year), the Company has changed the last day of the
fiscal year from June 30 to March 31.

2. Venue:

Galaxy Ballroom, B2 floor, The Westin Tokyo
1-4-1 Mita, Meguro-ku, Tokyo (in Yebisu Garden Place)

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 22nd
fiscal year (from July 1, 2016 to March 31, 2017), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee
2. The Non-consolidated Financial Statements for the 22nd fiscal year (from July
1, 2016 to March 31, 2017)
Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Election of Nine (9) Directors who are not Audit and Supervisory Committee
Members
Proposal No. 3: Election of One (1) Director who is an Audit and Supervisory Committee
Member

1. If any changes are made to items in the reference documents for the shareholders’ general meeting and the business
report, or to non-consolidated financial statements and consolidated financial statements, such changes will be posted on
the Company’s website (http://www.garage.co.jp/ja/ir/).
2. When you attend the meeting, you are kindly requested to present the enclosed voting card at the reception.

-2-

Reference Documents for the Shareholders’ General Meeting
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company, taking into account factors such as operating results for the fiscal year under review andfuture business development, proposes to pay dividends of surplus (year-end dividends) for the 22nd fiscal
year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property
and their aggregate amount:¥20 per common share of the Company¥942,118,360 in total

Effective date of dividends of surplus:

Monday, June 19, 2017-3-

Proposal No. 2: Election of Nine (9) Directors who are not Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all eight (8) Directors who are not Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect nine (9) Directors who are not Audit and Supervisory Committee Members, increasing the number of
Directors who are not Audit and Supervisory Committee Members by one (1) to enhance the management
system.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
Candidate
No.

Kaoru Hayashi(December 26, 1959)

1
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Number of the Company’s
Shares Owned:
6,794,300 shares

Apr.

1983

Representative Director, From Garage, Inc.

June

1988

Representative Director, Studio Garage, Inc.

Aug.

1995

Founded the Company
Representative Director, the Company

Dec.

1996

Representative Director, K Garage, Inc. (now Representative
Partner, K Garage, G.K.) (current position)

Feb.

2003

Representative Director, Creative Garage, Inc.

June

2003

Representative Director and Chairman, Kakaku.com, Inc.
(current position)

Sept.

2004

Representative Director and Chairman, Ibex & rims, Inc.

Nov.

2004

Representative Director, President and Group CEO, theCompany

June

2011

Director, DG Communications Co., Ltd. (current position)

July

2011

Director Chairman & CEO, Digital Garage US, Inc. (current
position)

June

2012

Director, Monex Group, Inc. (current position)

Apr.

2013

Director, NaviPlus Co., Ltd. (current position)

Aug.

2013

Director, Dentsu ScienceJam Inc. (current position)

Oct.

2013

Director and Chairman, VeriTrans Inc. (current position)

Oct.

2013

Director and Chairman, ECONTEXT, INC. (current position)

Nov.

2013

Director, New Context Services, Inc.

Oct.

2015

Director President & Chairman, econtext Asia Limited (current
position)

June

2016

Director, Credit Saison Co., Ltd. (current position)

July

2016

Director, DG Daiwa Ventures, Inc. (current position)

Sept.

2016

Director, DG Technologies, Inc. (current position)

Sept.

2016

Representative Director, Chairman and CEO, BI. Garage, Inc.
(current position)

Sept.

2016

Representative Director, President Executive Officer andGroup CEO, the Company (current position)

May

2017

Representative Director, Chairman and President, DG
Incubation, Inc. (current position)

Reason for the nomination as candidate for Director
Having paid particular attention to the potential of the Internet service in Japan from its predawn era, Kaoru
Hayashi, as founding business manager of the Company, has created new Internet businesses since founding
the Company in 1995. In addition, he has driven the Group business management and contributed to
expansion of the business, leveraging his wealth of insights about overall Internet business. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

-4-Candidate
No.

Yasuyuki Rokuyata(April 5, 1956)

2
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Number of the Company’s
Shares Owned:
400,300 shares

Feb.

1979

Representative Director, Dude, Co., Ltd. (current position)

July

1994

Director, Studio Garage, Inc.

Dec.

1995

Director, the Company

Dec.

2004

Representative Director and President, Creative Garage, Inc.

Mar.

2011

Representative Director and President, DG Incubation, Inc.

July

2011

Director and COO, the Company

Sept.

2012

Director and Vice President, in charge of the Incubation
Segment (now the Incubation Technology Segment), theCompany

July

2013

Director, Digital Garage US, Inc. (current position)

June

2015

Representative Director and President, DK Gate, Inc. (current
position)

Aug.

2015

Director, econtext Asia Limited (current position)

Aug.

2016

Director, DK Media, Inc. (current position)

Sept.

2016

Director, Vice President Executive Officer, and in charge of the
Incubation Technology Segment, the Company

Nov.

2016

Director, DG Communications Co., Ltd. (current position)

Apr.

2017

Director, Vice President Executive Officer, the Company(current position)

Reason for the nomination as candidate for Director
Yasuyuki Rokuyata has been active in the business management of the Company since its foundation, and has
been engaged in the overall businesses of the Group, centering on incubation business in his capacities as Vice
President of the Company and directors of the Group companies. In addition, he has contributed to businessexpansion of the Group businesses by leveraging his extensive experience in business management. The
Company therefore expects him to continue appropriately overseeing business operation of the Company anddriving its medium- to long-term growth strategy, and nominated him as a candidate for Director.

-5-Candidate
No.

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Apr.

Makoto Soda
(June 30, 1963)
Number of the Company’s
Shares Owned:
10,300 shares
3
Reelection

1986

Joined Universal Securities Co., Ltd. (now Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.)

June

1994

Joined Dresdner Kleinwort Benson Securities, Ltd.

June

1997

Joined Daiwa Institute of Research Ltd.

Apr.

2000

Joined Monex Securities Inc.

Mar.

2007

Joined the Company
Executive Officer, in charge of the Corporate Strategy
Division, the Company

Oct.

2008

Senior Operating Officer, the Company

June

2009

Director, DG Incubation, Inc. (current position)

Sept.

2009

Director, Head of Group CEO Office, the Company

July

2011

Director, Head of Corporate Strategy Division, the Company

Jan.

2012

Director, in charge of the Corporate Strategy Division, theCompany

June

2012

Director, VeriTrans Inc.

Aug.

2012

CFO, Digital Garage US, Inc.

Sept.

2016

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, and in charge of the Media Incubation
Segment, the Company

Dec.

2016

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, in charge of the Media Incubation Segment
and Head of Corporate Strategy Department, the Company

Apr.

2017

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division and Head of Corporate Strategy Department,
the Company (current position)

Reason for the nomination as candidate for Director
Since joining the Company, Makoto Soda has been engaged in primarily corporate planning, finance, andinvestor relations, in his capacities as Director in charge of the Corporate Strategy Division and directors of
the Group companies. In addition, he has contributed to strengthening of the financial base and expansion of
the Group through M&As by reflecting his wealth of experience and expertise in overall business
management and financial matters. The Company therefore expects him to continue appropriately overseeing
business operation of the Company and driving its medium- to long-term growth strategy, and nominated him
as a candidate for Director.

-6-

Candidate
No.

4
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)
Apr.

2000

Joined Faith, Inc.

June

2005

Director, Faith, Inc.

Mar.

2006

Representative Director and President, GIGA NETWORKS,
INC. (now Faith Wonderworks, Inc.)

Aug.

2010

Adviser, the Company

Aug.

2010

Representative Director and President, DG Mobile, Inc.

Sept.

2010

Director, the Company

Apr.

2012

Director, VeriTrans Inc. (current position)

Apr.

2012

Director, NaviPlus Co., Ltd. (current position)

Keizo Odori(May 10, 1970)

Sept.

2012

Director, in charge of the Payment Segment (now the Financial
Technology Segment), the Company

Number of the Company’s
Shares Owned:
7,200 shares

Sept.

2012

Director, econtext Asia Limited (current position)

Oct.

2013

Representative Director and President, Econtext, Inc. (current
position)

June

2015

Director, DK Gate, Inc. (current position)

Sept.

2015

Director, DG Incubation, Inc. (current position)

Oct.

2015

Director, iRidge, Inc. (current position)

July

2016

Representative Director, DG Daiwa Ventures, Inc. (current
position)

Aug.

2016

Representative Director, DK Media, Inc. (current position)

Sept.

2016

Director, DG Technologies, Inc. (current position)

Sept.

2016

Director, Senior Executive Officer, in charge of the Financial
Technologies Segment, the Company (current position)

Reason for the nomination as candidate for Director
Since joining the Company, Keizo Odori has been engaged primarily in the online settlement business, in his
capacities as Director in charge of Financial Technology Segment and directors of the Group companies. In
addition, he has contributed to growth of the business by strengthening the revenue base, managing theoperation and implementing reorganization, by reflecting his wealth of experience in operational management.
The Company therefore expects him to continue appropriately overseeing business operation of the Company
and driving its medium- to long-term growth strategy, and nominated him as a candidate for Director.

-7-

Candidate
No.

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Masashi Tanaka(October 27, 1975)
Number of the Company’s
Shares Owned:
15,300 shares

Apr.

1998

Joined Nippon Information and Communication Corporation

Aug.

2001

Joined the Company

July

2006

Director, DG&Ibex Company

Oct.

2008

Senior Operating Officer, the Company
Executive Vice President of DG&Ibex Company, a member of
the Group CEO Office, and Director of econtext Company

Jan.

2011

Senior Operating Officer, the Company
Head of Hybrid Solution Planning Office, Executive Vice
President of DG&Ibex Company, and Executive Vice
President of econtext Company

Apr.

2012

Director, VeriTrans Inc.

Apr.

2012

Director, NaviPlus Co., Ltd.

Sept.

2012

Director, the Company
Head of Corporate Strategy Division and Executive Vice
President of DG&Ibex Company

June

2014

Director, the Company
Head of Corporate Strategy Division, Head of General Affairs& Personnel Department, and Executive Vice President of
DG&Ibex Company

July

2015

Director, the Company
Head of Corporate Strategy Division, Head of General Affairs
Department, in charge of Media Incubation Segment, andExecutive Vice President of Marketing Technology Company

July

2016

Director, the Company
In charge of DG Lab, Head of Corporate Strategy Division,
Head of General Affairs Department, and in charge of Media
Incubation Segment

July

2016

Director President, Digital Garage US, Inc. (current position)

Sept.

2016

Representative Director, DG Technologies, Inc. (current
position)

Sept.

2016

Director, Senior Executive Officer, in charge of DG Lab, Headof Corporate Strategy Division, and in charge of Media
Incubation Segment, the Company

Apr.

2017

Director, Senior Executive Officer, in charge of DG Lab, incharge of Incubation Technology Segment, and Head ofCorporate Strategy Division, the Company (current position)

May

2017

Director, Vice President and COO, DG Incubation, Inc.
(current position)

5
Reelection

Reason for the nomination as candidate for Director
Since joining the Company, Masashi Tanaka has been engaged primarily in the marketing business andbusiness administration of the overall Group, in his capacities as directors of the Group companies and Headof Corporate Strategy Division. In addition, he has contributed to business expansion of the Group andefficiency improvement of the business management based on his in-depth understanding on the overall
Group business operation. The Company therefore expects him to continue appropriately overseeing business
operation of the Company and driving its medium- to long-term growth strategy, and nominated him as a
candidate for Director.

-8-

Candidate
No.

Joichi Ito(June 19, 1966)

6

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Number of the Company’s
Shares Owned:
20,000 shares

Reelection

Apr.

1994

Representative Director, Ecosys Ltd.

Aug.

1995

Founded the Company
Representative Director, the Company

June

1999

Director, the Company

June

1999

Representative Director and Chairman, Infoseek Corporation

Dec.

1999

Representative Director and President, Neoteny Co., Ltd.

Sept.

2000

Representative Director, Cura Co., Ltd.

June

2002

Director, PIA Corporation

Dec.

2004

Adviser, the Company

Jan.

2005

Director, Technorati Japan, Inc.

Nov.

2005

Director, Mozilla Japan, a Middle-natured Corporation with
the Limited Liability

Aug.

2006

Director, CGM Marketing, Inc. (now BI. Garage, Inc.) (current
position)

Sept.

2006

Director, the Company (current position)

June

2009

Director, Culture Convenience Club Co., Ltd. (current
position)

Apr.

2011

Director, Massachusetts Institute of Technology (MIT) MediaLab (current position)

July

2011

Director, Digital Garage US, Inc.

June

2012

Director, The New York Times Company (current position)

June

2013

Director, Sony Corporation (current position)

Reason for the nomination as candidate for Director
Joichi Ito has been engaged in a number of Internet businesses, leading penetration of Internet in Japan andco-founding the Company. He has also contributed to business expansion of the Group by leveraging his
broad experience in Internet company management and engagement as venture capitalist. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

Kenji Fujiwara(September 25, 1946)
Number of the Company’s
Shares Owned:
20,300 shares
7
Reelection

Apr.

1969

Joined Shufu-no-mise Daiei, Inc. (now The Daiei, Inc.)

May

1993

Director, Shufu-no-mise Daiei, Inc.

June

1994

Representative Director & President, Daiei Convenience
Systems, Co. Ltd. (now Lawson, Inc.)

May

2000

Director, President & Chairman, former Econtext, Inc.

May

2002

Chairman and Representative Director, Daiei Convenience
Systems Co., Ltd. (now Lawson, Inc.)

June

2003

President, Representative Director, FANCL CORPORATION

Mar.

2007

Chairman, Representative Director, FANCL CORPORATION

Jan.

2008

Director and Chairman, ThreeWin Co. Ltd.

July

2008

Director, SBS Corporation (current position)

Sept.

2008

Director, the Company (current position)

June

2009

Director, Kakaku.com, Inc. (current position)

June

2015

Director, SUNDRUG CO. LTD. (current position)

Reason for the nomination as candidate for Outside Director
Kenji Fujiwara has experience as business manager gained through the positions as President and Chairman of
Daiei Convenience Systems, Co. Ltd. (now Lawson, Inc.) and other important posts at listed companies. As
Outside Director of the Company, he has provided us with valuable opinions and suggestions concerningbusiness management of the Company from a holistic perspective based on his wealth of experience asbusiness manager. The Company therefore expects him to continue contributing to appropriate oversight ofbusiness operation of the Company, and nominated him as a candidate for Outside Director who is not an
Audit and Supervisory Committee Member.

-9-Candidate
No.

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Emi Omura(September 2, 1976)
Number of the Company’s
Shares Owned:– shares
8

Oct.

2002

Admitted to practice law in Japan (Tokyo Bar Association)

July

2008

Partner, Athena Law Office (current position)

Mar.

2009

Temporary Employee, the Office of International Affairs,
Japan Federation of Bar Associations

Sept.

2010

Associate Expert, International Labour Office in Geneva, theInternational Labour Organization (ILO)

Oct.

2013

Deputy Director, the Office of International Affairs, Japan
Federation of Bar Associations

Jan.

2014

Director, the Office of International Affairs, Japan Federationof Bar Associations

Sept.

2014

Director, the Company (current position)

Reelection

Reason for the nomination as candidate for Outside Director
Although Emi Omura has not been involved in corporate management other than having served as an outside
officer, she has experience in global work environment through her post at an international institution in
addition to her wealth of experience and expertise as attorney-at-law. As Outside Director of the Company,
she has provided us with valuable opinions and suggestions concerning business management of the Company
from a broader perspective. The Company therefore expects her to continue contributing to appropriate
oversight of business operation of the Company, and nominated her as a candidate for Outside Director who is
not an Audit and Supervisory Committee Member.
Apr.

Hideo Edasawa(January 1, 1962)9
New election

Number of the Company’s
Shares Owned:
68,600 shares

1984

Joined Recruit Co., Ltd. (now Recruit Holdings Co., Ltd.)

Oct.

1999

Joined the Company

Sept.

2002

Director, the Company

Jan.

2003

Director and Vice President, ALC PRESS INC.

Sept.

2004

Auditor, Ibex&rims, Inc.

Oct.

2004

Auditor, Creative Garage, Inc.

Jan.

2006

Representative Director, DG Asset Management Inc.

Oct.

2006

Adviser, Sogei, Inc. (now DG Communications Co., Ltd.)

Apr.

2007

Director, Sogei, Inc.

Nov.

2008

Vice President, DG Communications Co., Ltd.

June

2009

President, DG Communications Co., Ltd. (current position)

May

2017

Joined the Company
Executive Officer, responsible for the Marketing Technology
Segment, President of Marketing Technology Company,
Chairman of Business Design Company, and responsible for
the Asset Management, Group CEO Office, the Company(current position)

Reason for the nomination as candidate for Outside Director
Hideo Edasawa, in addition to his experience engaging in business administration in his capacities as Directorof the Company and as directors of the Group companies, has engaged primarily in managing the marketingbusiness with a focus on real estate domain. The Company therefore expects him, utilizing his experience up
to this point, to appropriately oversee business operation of the Company and drive the medium- to long-term
growth strategy for the marketing technology business, and nominated him as a new candidate for Director.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director, Chairman andCEO, of BI. Garage, Inc., which is a subsidiary of the Company. The Company has a business
relationship with BI. Garage, Inc. concerning (i) outsourcing service for administrative work of BI.
Garage, Inc., (ii) office leasing, (iii) office equipment leasing at BI. Garage, Inc., (iv) secondment of theCompany’s employees to BI. Garage, Inc., (v) business transactions.
*2 Candidate for Director Yasuyuki Rokuyata serves concurrently as Representative Director andPresident of DK Gate, Inc., which is a subsidiary of the Company. The Company has a business
relationship with DK Gate, Inc. concerning outsourcing service for administrative work of DK Gate,
Inc.
Yasuyuki Rokuyata also serves concurrently as Representative Director and President of WIC, Inc.,
which is a subsidiary of the Company. The Company has a business relationship with WIC, Inc.
concerning credit line extended from the Company to WIC, Inc.

- 10 -

*3 Candidate for Director Keizo Odori serves concurrently as Representative Director of DG Daiwa
Ventures, Inc., which is an affiliate of the Company. The Company has a business relationship with DG
Daiwa Ventures, Inc. concerning (i) outsourcing service for administrative work of DG Daiwa Ventures,Inc., (ii) office leasing, (iii) office equipment leasing at DG Daiwa Ventures, Inc., (iv) secondment of
the Company’s employees to DG Daiwa Ventures, Inc.
Keizo Odori also serves concurrently as Representative Director of DK Media, Inc., which is anaffiliate of the Company. The Company has a business relationship with DK Media, Inc. concerning (i)outsourcing service for administrative work of DK Media, Inc., (ii) office leasing, (iii) office equipment
leasing at DK Media, Inc., (iv) secondment of the Company’s employees to DK Media, Inc., (v)business transactions.
*4 Candidate for Director Masashi Tanaka serves concurrently as Representative Director of DG
Technologies, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith DG Technologies, Inc. concerning (i) outsourcing service for administrative work of DG
Technologies, Inc., (ii) office leasing, (iii) office equipment leasing at DG Technologies, Inc., (iv)secondment of the Company’s employees to DG Technologies, Inc.
*5 Candidate for Director Hideo Edasawa serves as President of DG Communications Co., Ltd. The
Company has a business relationship with DG Communications Co., Ltd. concerning (i) secondment of
the Company’s employees to DG Communications Co., Ltd., (ii) business transactions.
*6 There is no special interest between any other candidates for Directors and the Company.
*7 Candidate for Director Kenji Fujiwara is a candidate for Outside Director. At the conclusion of thismeeting, his tenure as Outside Director of the Company will have been eight (8) years and nine (9)months.
Kenji Fujiwara is serving as a person executing business in Kakaku.com, Inc., which is a specified
affiliated business operator for the Company.
*8 Candidate for Director Emi Omura is a candidate for Outside Director. The term of office of Emi
Omura as Outside Director of the Company shall be two (2) years and nine (9) months at theconclusion of this meeting.
*9 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter
into an agreement with Directors (excluding Executive Directors, etc.) to limit their liability fordamages to the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Kenji Fujiwara and Emi Omura to limit their
liability for damages. If the Proposal No. 2 is approved, the Company plans to renew the agreementwith them.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith andwithout gross negligence in performing the duties giving rise to said liabilities.
*10 The Company has designated candidates for Directors Kenji Fujiwara and Emi Omura as independent
officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified therein. If they
are reelected, the Company plans to continue their independent officer designation.

- 11 -

Proposal No. 3: Election of One (1) Director who is an Audit and Supervisory Committee Member
The Company proposes to increase the number of Directors who are Audit and Supervisory Committee
Members by one (1) to enhance the audit and supervisory system. In addition, as provided for in the
Company’s Articles of Incorporation, the term of office of the Director who is an Audit and Supervisory
Committee Member to be elected at this meeting will be until the conclusion of the Ordinary Shareholders’
General Meeting of the Company scheduled to be held on June 2019. The consent of the Audit andSupervisory Committee for this proposal has been obtained.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)

Name (Date of Birth)

Minoru Ohno
(November 13, 1952)
Number of theCompany’s Shares
Owned:– shares
New election

Jan.

1977

Established Labor Consultants Ohno Office

Apr.

2003

Representative Member, Labor Consultants Ohno Office (current
position)

Sept.

2003

Auditor, the Company

Apr.

2009

Part-time lecturer, Graduate School of Law, Aoyama Gakuin
University

May

2013

Chairman, Tokyo Labor and Social Security Attorney Association

June

2013

Vice Chairman, Japan Federation of Labor and Social Security
Attorney’s Associations

Dec.

2013

Council Member, Japan Pension Service Management Council

June

2015

Advisor, Japan Federation of Labor and Social Security Attorney’s
Associations (current position)

Reason for the nomination as candidate for Outside Director
Although Minoru Ohno has not been involved in corporate management other than having served as an
outside officer, he has a wealth of experience and expertise as labor and social security attorney. As Auditor of
the Company, he has provided us with valuable opinions and suggestions concerning business management of
the Company. The Company therefore expects him to contribute to appropriate oversight of business operationof the Company and to securing the soundness of business operation, and nominated him as a candidate for
Outside Director who is an Audit and Supervisory Committee Member.

*1 The Company and Labor Consultants Ohno Office, where candidate for Director Minoru Ohno serves
as Representative Member, have entered into an advisory agreement.
*2 Candidate for Director Minoru Ohno is a new candidate for Director. In addition, Minoru Ohno is acandidate for Outside Director.
*3 Candidate for Director Minoru Ohno has been a non-executive officer (Auditor) of the Company in thepast.
*4 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter
into an agreement with Directors (excluding Executive Directors, etc.) to limit their liability fordamages to the Company in an effort to attract competent individuals to the said posts.
If the election of candidate for Director Minoru Ohno is approved, the Company plans to enter into thesaid agreement with him.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith andwithout gross negligence in performing the duties giving rise to said liabilities.
*5 Candidate for Director Minoru Ohno satisfies the independent officer requirements in accordance withthe regulations of Tokyo Stock Exchange Inc. and the Company plans to notify him as an independent
officer to the said exchange.
End- 12 -