株式会社
NIRAKU GC HOLDINGS, INC.*(Incorporated in Japan with limited liability)(Stock Code: 1245)

Nomination Committee
Rules* for identification purposes only–1–Preamble
1.

株式会社

(NIRAKU GC HOLDINGS, INC.*)(the “ Company ” ) was listed on the Main Board of The Stock Exchange of Hong
Kong Limited (the “ HKEx ” ) on 8 April 2015.
In compliance with the code of provision of the Corporate Governance Codes
issued by the HKEx, a Nomination Committee (the “ Nomination Committee ” )needs to be established with the terms of reference as set out and adopted herein.
Constitution
2.

The Nomination Committee was established by on 25 June 2014. These rules
were adopted by the Nomination Committee on 16 March 2015 in substitution forand to the exclusion of the existing rules of the Nomination Committee.

Membership3.

The members of the Nomination Committee shall be appointed by the Board fromamongst the Directors and shall consist of not less than three members, a majorityof whom should be independent non-executive Directors.

4.

The quorum of a Nomination Committee meeting shall be all members of theNomination Committee.

5.

The Nomination Committee shall be chaired by the Chairman of the Board ofthe Company (the “ Board ” , each director of the Board, a “ Director ” ) or an
independent non-executive Director.

6.

The term of office of a member of the Nomination Committee shall expire at theconclusion of the annual general meeting of the Company relating to the mostrecent business year ending within one year following the date of these rules.

–2–Frequency and procedure of meetings
7.

Unless otherwise stated herein, the meetings of the Nomination Committee aregoverned by the provisions regulating the meetings and proceedings of Directors
in the Company ’ s articles of incorporation and internal rules.

8.

Meetings shall be held not less than once a year. The chairman of the Nomination
Committee shall convene a meeting upon request by any member of theNomination Committee.

9.

An agenda and any accompanying Committee papers should be sent in full to allmembers of the Nomination Committee in a timely manner and at least seven days
before the proposed date of a meeting of the Nomination Committee (or otheragreed period).

10. The Company is obliged to supply the Nomination Committee with adequate
information in a timely manner, in order to enable it to make informed decisions.
The information supplied must be complete and reliable. Where a Director requires
more information than information provided voluntarily by the senior management,
the relevant Director should make additional necessary enquiries. The Boardand each Director shall have separate and independent access to the seniormanagement.
11. The Secretary of the Nomination Committee shall be a company secretary of theCompany or her appointed delegate.
Annual General Meeting
12. The chairman of the Nomination Committee shall attend the annual general
meeting and be prepared to respond to any shareholder ’ s questions on theNomination Committee ’ s activities.
13. If the chairman of the Nomination Committee is unable to attend an annual general
meeting of the Company, he shall arrange for another member of the Nomination
Committee, or failing this, his duly appointed delegate, to attend in his place.
Such person shall be prepared to respond to any shareholder ’ s questions on theNomination Committee ’ s activities.
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Authority
14. The Nomination Committee is authorised to investigate any activity mentioned inthese Rules. It is authorised to seek any information it requires from any employee
and all employees are directed to co-operate with any request made by theNomination Committee.
15. The Nomination Committee is authorised to obtain independent professional
advice to perform its responsibilities, at the Company ’ s expense. The Nomination
Committee shall be exclusively responsible for establishing the selection criteria,
selecting, appointing and setting the terms of reference for any external consultant
who advises the Nomination Committee.
Duties
16. The duties of the Nomination Committee shall include:(a) reviewing the structure, size and composition (including the skills, knowledge
and experience) of the Board annually and making recommendations on any
proposed changes to the Board to complement the Company ’ s corporate
strategy;(b) making proposal to the shareholders on the appointment or re-appointmentof Directors and recommendations to the Board on the succession planningfor Directors in particular the chairman of the Board and the group managing
director;(c) identifying individuals suitably qualified to become Directors and making
proposal to the shareholders on the selection of individuals nominated for
directorship; and(d) assessing the independence of independent non-executive Directors.
17. The Nomination Committee shall also make recommendations to the Board
concerning:(a) formulating plans for succession for both executive and non-executive
Directors; and(b) membership of the Company ’ s audit and remuneration committees, inconsultation with the chairmen of those committees;–4–

Reporting procedures
18. Full minutes of the Nomination Committee ’ s meetings should be kept by thesecretary of the head office of the Company and such minutes shall be available
for inspection at any reasonable time on reasonable notice by any Director.
Minutes of meetings of the Nomination Committee shall record in sufficient detailthe matters considered by the Nomination Committee and decisions reached,including any concerns raised by Directors or dissenting views expressed. Draft
and final versions of minutes should be sent to all members of the Nomination
Committee for their comment and records respectively, within a reasonable timeafter such meetings. The minutes of the meeting shall be signed and sealed orelectronically signed, by all committee members present.
19. Without prejudice to the generality of the duties of the Nomination Committee set
out above, the Nomination Committee shall report back to the Board and keep theBoard fully informed of its decisions and recommendations, unless there are legal
or regulatory restrictions on doing so.
Provision of Rules
20. The Nomination Committee shall make available these rules on request and byinclusion onto the HKEx ’ s website and the Company ’ s website, thereby explaining
the role of the Nomination Committee and the authority delegated to it by theBoard.
Approval of Disclosure Statements
21. The Nomination Committee shall be responsible for approving all disclosurestatements in relation to the Nomination Committee, including but not limited torelevant disclosure statements in annual reports, interim reports and information
uploaded on the HKEx ’ s website and the Company ’ s website.

–5–Review of Rules
22. The Nomination Committee shall review these rules annually, and may consider
and submit to the Board any proposed changes that the Nomination Committee
deems appropriate or advisable.

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