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

Securities Code: 3984
September 5, 2024
(Start date of measures for electronic provision: August 29, 2024)

To our shareholders
Masao Ito
President CEO
User Local, Inc.
2-11-1 Osaki, Shinagawa-ku,
Tokyo, Japan

Notice of the 19th Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continued support.
We hereby notify you of the 19th Ordinary General Meeting of the Shareholders of User Local, Inc. (“theCompany”) will be held as indicated below.
When convening this General Meeting of the Shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following website.
・The Company website: https://ir.userlocal.jp/en/

The information is also available on the following website.
・The Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

To view the information, please access the website above, input the name or securities code “3984” of theCompany, and click “Search”, and then click on “Basic information” and select “Documents for public
inspection/PR information”.
In addition, if you will not attend the meeting on the meeting date, you may exercise your voting rights inadvance via the Internet or in writing in preparation. We kindly request that you review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights no later than 18:30(JST) on
Thursday, September 19, 2024.
1. Date and Time
2. Place

September 20, 2024 (Friday) 10:00 a.m. (JST)The SHINAGAWA Season Terrace Conference
Annex building, 3rd floor Hall
1-2-70, Konan, Minato-Ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
The Business Report and the Financial Statements for the 19th fiscal year (from July 1, 2023 to June 30,2024), and the results of audits of the Financial Statements by Accounting Auditor and Audit & Supervisory
Board
1Matters to be resolved:(1) Appropriation of the Surplus(2) Partially Amendments to the Article of Incorporation(3) Election of 5 Directors (excluding Directors who are Audit & Supervisory Committee Members)(4) Election of 3 Directors who are Audit & Supervisory Committee Members(5) Determination of the Amount of Remuneration for Directors (excluding Directors who are Audit &Supervisory Committee Members)(6) Determination of the Amount of Remuneration for Directors who are Audit & Supervisory
Committee Members(7) Determination of the Compensation to Grant Restricted Shares for Directors (excluding Directors
who are Audit & Supervisory Committee Member)(8) Determination of the Compensation to Grant Restricted Shares for Directors who are Audit &Supervisory Committee Member
4. Decision Matters Upon Convening(1) If the Shareholders exercise their voting rights by postal mail and do not indicate their approval ordisapproval of the proposals on the voting form, we will treat it as if they indicated their approval.
(2) If the Shareholders exercise their voting rights more than once via the Internet, the last vote will be treatedas the valid vote.
(3) If the Shareholders exercise their voting rights via the Internet and by postal mail, the vote placed via theInternet shall be treated as valid.
(4) If the Shareholders wish to exercise their voting rights by proxy, one other shareholder with voting rights
may attend the meeting as their proxy. However, please note that a written document certifying the proxy's
authority of representation must be submitted.
――――――――――――――――――――――――――――――――――――――――――――――――――
Notes:- In the event that any revision is made to the Reference Documents for the General Meeting of Shareholders,the Business Report, or the Financial Statements, the revised matters of these documents will be posted on
the Company’s website mentioned below.
-

Upon conclusion of this General Meeting of the Shareholders, results of resolutions thereof shall be posted
to our website (*), in lieu of sending written notice of resolutions.
*The Company’s website: https://www.userlocal.jp/ir/-

Prior to the Ordinary General Meeting of Shareholders, we will be accepting questions regarding the purposeof the meeting (matters to be reported and matters to be resolved) via the inquiry form on our website.
*The Company’s inquiry form: https://inquiry.userlocal.jp/form/?type=ir
Please include your shareholder number in the text of your inquiry and submit it no later than 6:30 p.m. on
Friday, September 13, 2024. Please note that we cannot promise to answer all questions.

-

In accordance with relevant laws and regulations, as well as the Company’s Article of Incorporation, theitems listed below are not attached to this Notice of the Ordinary General Meeting of Shareholders. The
documents which are in the scope of audit, including the items listed below, are audited by the Audit &Supervisory Board Members and the Accounting Auditor.
(Business Report) Stock Acquisition Rights, Matters concerning Independent Auditors, Internal Control
System, Policy Concerning Company Control(Non-consolidated financial statements) Statement of Changes in Equity, Notes

2

Information on Exercising Voting Right in Advance
Please refer to Reference Documents for the General Meeting of Shareholders and exercise your voting rightusing one of the following methods.
1.

Internet
Please access the website (https://soukai.mizuho-tb.co.jp/) for exercising voting rights from your personal
computer, smartphone, or mobile phone, using the Voting Code and the Password provided on the enclosed
voting form. Then, enter your approval or disapproval of each proposal following the online instructions, upon
having examined the attached Reference Documents for General Meeting of Shareholders for exercising
voting rights no later than 18:30 on Thursday, September 19, 2024.

2.

Mail
Please review the attached Reference Documents for General Meeting of Shareholders and indicate yourapproval or disapproval of each proposal on the enclosed voting form, and return it to us so that it arrives by
no later than 18:30 on Thursday, September 19, 2024.

〈Institutional Investors〉
Please exercise your voting right using the voting platform operated by ICJ if you have applied to use it in advance.

3Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of the Surplus
The Company regards the continuous return of profits to its the Shareholders as a highly importantmanagement issue, and our basic policy is to stably implement dividends in consideration of maintaining abalance with internal reserves.
With regard to the appropriation of the surplus, having taken into account the performance for the fiscal year
under review and future business expansion, the Company proposes the following:
Year-end dividends(1) Type of dividends: Cash
(2) Dividend allocation and their aggregate amount thereof
Dividend per common share of the Company: ¥8
Total dividends: ¥129,309,840(3) Effective date of dividends of surplus: September 24, 2024

4

Proposal No. 2: Partially Amendments to the Article of Incorporation
1. Reason for the amendments(1) The Company will further enhance and strengthen corporate governance by conferring voting rights on
the Board of Directors to officers responsible for auditing (including outside officers) and strengthening
the supervisory function of the Board of Directors. In addition, the Company seeks to speed up decisionmaking and business execution by delegating authority for some business execution to directors, thereby
enhancing sustainable corporate value.
To transition to a company with an Audit & Supervisory Committee, the company will newly establish theprovisions regarding the Audit & Supervisory Committee, as well as Directors who are Audit & Supervisory
Committee Members, and delete the provisions regarding the Audit & Supervisory Board and Audit &Supervisory Board Members, etc. In addition, to facilitate flexible decision-making and business execution,
the Company will newly establish the provisions which pertains to the delegation of authority to Directors,
and make amendments to other provisions as necessary.
(2) The Company will relocate its head office from Shinagawa-Ku, Tokyo to Minato-Ku, Tokyo in March 2025
in order to accommodate an increase in personnel for future business expansion, improve management
efficiency, strengthen recruitment and enhance the workplace environment.
Accordingly, the location of the head office is to be amended in the Articles 3 from “Shinagawa-Ku, Tokyo”
to “Minato-Ku, Tokyo” for the change in location of the head office.
(3) To facilitate flexible capital and dividend policies, the Company will newly establish Article 35 (Organizationthat determines dividends of surplus) and 36 (Record date for distribution of surplus), which enables
decisions to be made by resolution of the Board of Directors on dividends based on surplus, etc., anddelete the provisions of Articles 9 (Acquisition of treasury shares), 40 (Year-end Dividend) and 41 (Interim
Dividend) of the current Articles of Incorporation.
(4) The number of articles will be revised in accordance with the establishment of new articles and deletionof existing articles.
2. Amendment details
The details of the amendments to the Articles of Incorporation are as shown below (indicated in theunderlined sections). The amendments to the Articles of Incorporation in this Proposal shall take effect at theconclusion of this Ordinary General Meeting of Shareholders.

(The underlined parts show the change.)
Present Articles of Incorporation

Proposed Amendments

CHAPTER Ⅰ General Provisions

CHAPTER Ⅰ General Provisions(Location of Head Office)
Article 3 The head office of the Company shall besituated at Shinagawa-ku, Tokyo, Japan.

(Location of Head Office)
Article 3 The head office of the Company shall besituated at Minato-ku, Tokyo, Japan.

(Organizational Bodies)(Organizational Bodies)
Article 4 The Company shall have the following
Article 4 The Company shall have the following
organizational bodies in addition to theorganizational bodies in addition to theGeneral Meeting of Shareholders andGeneral Meeting of Shareholders andDirectors.
Directors.
(1) Board of Directors(1) Board of Directors(2) Audit & Supervisory Board Members(2) Audit & Supervisory Committee(3) Audit & Supervisory Board(Deleted)(4) Independent Auditors(3) Independent Auditors

5CHAPTER Ⅱ Shares

CHAPTER Ⅱ Shares(Acquisition of Treasury Shares)
Article 9 The Company may purchase (referring to“purchasing provided for in Article 16.5.,
Paragraph 2. of the Companies Act)
treasury shares based on a resolution ofits Board of Directors.

(Deleted)(Transfer Agent)(Transfer Agent)
Article 10 (Text omitted)
Article 9 (Text is the same as in the present Article)
2. The transfer agent and its office at which
2. The transfer agent and its office at which
the Company shares are handled shall be
the Company shares are handled shall be
determined by the Board of Directors.
determined by the Board of Directors or
the director delegated by resolution of
the Board of Directors.
3. (Text omitted)
3. (Text is the same as in the present Article)(Handling of Shares)(Handling of Shares)
Article 11 The procedures and the fees in
Article 10 The procedures and the fees inconnection with the handling of sharesconnection with the handling of sharesshall be decided in accordance with theshall be decided in accordance with the
Share Handling Regulations established
Share Handling Regulations establishedby the Board of Directors in addition toby the Board of Directors or the director
the provisions of laws and regulations ordelegated by resolution of the Board of
the Articles of Incorporation.
Directors in addition to the provisions oflaws and regulations or the Articles ofIncorporation.
Article 12～17 (Text omitted)

Article 11～16 (Text is the same as in the present
Article)CHAPTER Ⅳ Directors and Board of Directors

CHAPTER Ⅳ Directors and Board of Directors(Number of Directors)
Article 18 The Directors of the Company shall be
more than three (3) in number.

(Number of Directors)
Article 17 The Directors of the Company (excluding
Directors who are Audit & Supervisory
Committee Members) shall not be morethan ten (10) in number.
(Newly established)
2. The Directors who are Audit &Supervisory Committee Members shallnot be more than five (5) in number.
2. The Outside Directors shall be more than(Deleted)one (1) in number.

6

(Election of Directors)(Election of Directors)
Article 19 Directors shall be elected by a resolution Article 18 Directors shall be elected by a resolutionof the general meeting of shareholders.
of the general meeting of shareholders,which should be implemented by
distinguishing between Directors who are
Audit & Supervisory Committee
Members and other Directors.
2. (Text omitted)
2. (Text is the same as in the present Article)
3. (Text omitted)
3. (Text is the same as in the present Article)(Newly established)
4. The Company may elect a substitute
Audit & Supervisory Committee Member
at the general meeting of shareholders in
preparation for vacancy in the number of
Directors as an Audit & Supervisory
Committee Member provided for in laws
and regulations.
(Newly established)
5. A resolution for the election of a
substitute Audit & Supervisory
Committee Member shall remain in
effect until the beginning of the ordinary
general meeting of shareholders held forthe last business year that ends within
two (2) years from the date of such
resolution.
(Election of substitute Directors)
Article 20 The Company may elect a substitute(Deleted)
Director at the general meeting ofshareholders in preparation for vacancy
in the number of Directors provided forin laws and regulations.
2. The election of substitute Director shallbe pursuant to Article 19, Paragraphs 2
and 3.
3. A resolution for the election of a
substitute Director shall remain in effectuntil the beginning of the ordinary
general meeting of shareholders held forthe last business year that ends within
two (2) years from the date of such
resolution.

7

(Term of Directors)(Term of Directors)
Article 21 Ther term of Directors shall expire at the Article 19 Ther term of Directors (excluding Audit &close of the ordinary general meeting ofSupervisory Committee Members) shallshareholders held for the last businessexpire at the close of the ordinary
year that ends within two years of being
general meeting of shareholders held forelected.
the last business year that ends within
one years of being elected.
(Newly established)
2. Ther term of Directors who are Audit &Supervisory Committee Members shall
expire at the close of the ordinary
general meeting of shareholders held forthe last business year that ends within
two years of being elected.
2. The term of a director elected to increase(Deleted)or fill a vacancy shall be the same as theremaining term of the other directors.
(Newly established)
3. The term of a director who is a Audit &Supervisory Committee Member elected
to fill a vacancy left by a director who
retires before the expiration of his/herterm of office shall expire when the termof the retiring director as a member ofthe Audit & Supervisory Committee
Member expires.
(Representative Director and Executive Directors) (Representative Directors and Executive Directors)
Article 22 By a resolution of the Board of Directors, Article 20 By a resolution of the Board of Directors,
Representative Director shall be elected.
Representative Directors shall be electedfrom among the Directors (excluding
Audit & Supervisory Committee
Members).
2. By a resolution of the Board of Directors,
2. By a resolution of the Board of Directors,
one Chairman of the Board, one
one Chairman of the Board, one
Representative Director, and a few
Representative Director, and a few
Executive Vice Presidents, Senior
Executive Vice Presidents, Senior
Managing Directors, and Managing
Managing Directors, and Managing
Directors shall be elected.
Directors shall be elected from among
the Directors (excluding Audit &Supervisory Committee Members).
Article 23 (Text omitted)

Article 21 (Text is the same as in the present
Article)8

(Convening Meetings of the Board of Directors)(Convening Meetings of the Board of Directors)
Article 24 Each of the Directors and Audit &Article 22 Each of the Directors shall be notified ofSupervisory Board Members shall bea meeting of the Board of Directors at
notified of a meeting of the Board ofleast three (3) days before the date set
Directors at least three (3) days before
such meeting. In case of urgent necessity,
the date set such meeting. In case of
however, this period shall be shortenedurgent necessity, however, this period
shall be shortened.
2. A meeting of the Board of Directors may
2. A meeting of the Board of Directors may
be held without the convocation
be held without the convocation
procedures upon the unanimous consent
procedures upon the unanimous consent
of all directors and Audit & Supervisoryof all directors.
Board Members.
(Method of resolution)
Article 25 (Text omitted)(Method of resolution)
Article 23 (Text is the same as in the present
Article)2. The Company shall deem that a
2. The Company shall deem that a
resolution of the Board of Directors has
resolution of the Board of Directors has
been passed with respect to the mattersbeen passed with respect to the mattersto be resolved by the Board of Directors
to be resolved by the Board of Directors
when the requirements specified inwhen the requirements specified in
Article 370 of the Companies Act are
Article 370 of the Companies Act aresatisfied. This provision shall not apply ifsatisfied.
the Audit & Supervisory Board Members
objects.

(Newly established)

Article 26 (Text omitted)(Minutes of Board of Directors meetings)
Article 24 Minutes of the proceedings of the Boardof Directors shall be prepared as requiredby law.
Article 25 (Text is the same as in the present
Article)(Remuneration)(Remuneration)
Article 27 Remuneration, bonuses, and other
Article 26 Remuneration, bonuses, and otherfinancial benefits of Directors given byfinancial benefits of Directors given by
the Company in consideration of thethe Company in consideration of theperformance of duties to Directors shallperformance of duties to Directors shallbe determined by resolution of a General
be determined by resolution of a General
Meeting of Shareholders.
Meeting of Shareholder, by distinguishing
Directors who concurrently serve as
Audit & Supervisory Committee
members from other Directors.

9(Delegation of Decisions on Execution of Important
Operations)
Article 27 Pursuant to the provisions of Article 39913, Paragraph 6 of the Companies Act,
the Company may delegate all or part ofthe decisions regarding execution ofimportant operations (excluding mattersset forth in items of Article 399-13,
Paragraph 5 of the Companies Act) to
Directors by a resolution of the Board of
Directors.

(Newly established)

CHAPTER Ⅴ Audit & Supervisory Board Member
and Audit & Supervisory Board(Number of Auditor)
Article 29 The number of the Audit & Supervisory
Board Members of the Company shall be
at least three (3).
(Election)
Article 30 Audit & Supervisory Board Members
shall be elected at a General Meeting of
Shareholders.
2. A resolution to select Audit & Supervisory
Board Members shall require a majorityof votes cast by shareholders present at
the meeting who hold one third (1/3) ormore of the voting rights of shareholders
entitled to exercise their voting rights.
(Election of substitute Audit & Supervisory Board
Member)
Article 31 The Company may elect a substitute
Audit & Supervisory Board Member at
the general meeting of shareholders in
preparation for vacancy in the number ofAudit & Supervisory Board Members
provided for in laws and regulations.
2. The election of a substitute Audit &Supervisory Board Member shall be
pursuant to Article 30, Paragraphs 2
3. A resolution for the election of a
substitute Audit & Supervisory Board
Member shall be effective until the
beginning of the ordinary general
meeting of shareholders with respect tothe last business year ending within 4.
years after their election.

10(Deleted)(Deleted)(Deleted)(Deleted)(Term of office)
Article 32 The term of office of Audit & Supervisory
Board Members shall expire at the timeof conclusion of the Ordinary General
Meeting of Shareholders with respect tothe last business year ending within 4.
years after their election.
2. The term of office of a Audit &Supervisory Board Member who is
elected as a substitute for a Audit &Supervisory Board Member who has
resigned before the expiration of his/herterm of office shall continue by the time
when the term of office of the resigned
Audit & Supervisory Board Member
expires.
(Full-time Audit & Supervisory Board Member)
Article 33 The Audit & Supervisory Board shallappoint Full-Time Audit & Supervisory
Board Member by its resolution.

(Deleted)(Deleted)(Convocation notice)
Article 34 Notice of an Audit & Supervisory Board
shall be sent to each Audit & Supervisory
Board Member not later than three 3days prior to the scheduled date of themeeting. However, this period may be
reduced if necessary in an emergency.
(Method of resolutions)
Article 35 A resolution of the Audit & Supervisory
Board shall be adopted by a majority
vote of Audit & Supervisory Board
Members, unless otherwise provided forin laws and regulations.
(Audit & Supervisory Board Regulations)
Article 36 Matters concerning the Audit &Supervisory Board shall be governed bylaws and regulations, the Articles ofIncorporation, and the regulations of the
Audit & Supervisory Board established by
the Audit & Supervisory Board.
(Remuneration)
Article 37 Remuneration for Audit & Supervisory
Board Members shall be determined byresolution of a General Meeting of
Shareholders.

(Deleted)(Deleted)(Deleted)(Deleted)11

(Reduction in Liabilities of Audit & Supervisory
Board Members)
Article 38 Pursuant to the provisions of Article 426.,
Paragraph 1 of the Companies Act, theCompany may, by resolution of the Boardof Directors, exempt Audit & Supervisory
Board Members (including former Audit& Supervisory Board Members) fromtheir liability for damages to the extent
permitted by laws and regulations.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into an agreementwith Audit & Supervisory Board Members
limiting their liabilities, however, that theamount of limitation of liability inaccordance with the agreement shall be
the amount specified in relevant laws andregulation.

(Deleted)

CHAPTER Ⅴ Audit & Supervisory Committee(Newly established)(Newly established)(Newly established)(Newly established)(Full-time Audit & Supervisory Committee
Member)
Article 29 The Audit & Supervisory Committee may
appoint Full-Time Audit & Supervisory
Committee member by its resolution.
(Convocation notice)
Article 30 Notice of an Audit & Supervisory
Committee shall be sent to each Audit &Supervisory Committee member notlater than three 3 days prior to thescheduled date of the meeting. However,this period may be reduced, if necessary,in an emergency.
2. A meeting of the Audit & Supervisory
Committee may be held without the
convocation procedure upon theunanimous consent of the Audit &Supervisory Committee members.
(Method of resolution)
Article 31 A resolution of the Audit & Supervisory
Committee shall be adopted by amajority vote of the Audit & Supervisory
Committee members present who areentitled to exercise their votes.

12

(Audit & Supervisory Committee Regulations)
Article 32 Matters concerning the Audit &Supervisory Committee shall be
determined pursuant to the provisions oflaws and regulations, these Articles ofIncorporation, and the Audit &Supervisory Committee Regulations
established by the Audit & Supervisory
Committee.

(Newly established)(Minutes of Board of Directors meetings)
Article 33 Minutes of the proceedings of the Audit& Supervisory Committee shall be
prepared as required by law.

(Newly established)

CHAPTER Ⅵ Accounting

CHAPTER Ⅵ Accounting

Article 39 (Text omitted)

Article 34 (Text is the same as in the present
Article)(Year-end Dividend)
Article 40 The Company may, by resolution of thegeneral meeting of shareholders,
distribute dividends to thoseshareholders or pledgees who areentered or recorded in the register ofshareholders as of the close of businesson June 30 of each year.

(Deleted)(Interim Dividend)
Article 41 The Company may, by resolution of theBoard of Directors, pay interim dividends
to those shareholders or pledgees whoare entered or recorded in the register ofshareholders as of the close of businesson December 3.1 of each year, as
provided in Article 4.5.4., Paragraph 5. of
the Companies Act.

(Newly established)(Newly established)(Deleted)(Organization that determines dividends of surplus)
Article 35 The Company may determine the
distribution of dividends from surplus
and other matters specified in the itemsof Article 459., Paragraph 1 of theCompanies Act by a resolution of theBoard of Directors unless otherwise
provided for by laws and regulations.
(Record date for distribution of surplus)
Article 36 The record date for the Company’s yearend dividend payments shall be June 30
every year.
2. The record date for the Company’s
interim dividend payments shall be
December 31 every year.
13Article 42 (Text omitted)

Article 37 (Text is the same as in the present
Article)CHAPTER Ⅵ Miscellaneous rules
Article 43 (Text omitted)(Newly established)(Newly established)

CHAPTER Ⅶ Miscellaneous rules
Article 38 (Text is the same as in the present
Article)Supplementary Provisions(Transitional Measures Concerning Exemption of
Audit & Supervisory Board Members from Liability)
Article 1 Pursuant to provisions of Article 426,
Paragraph 1 of the Companies Act, theCompany may exempt, by a resolution of
the Board of Directors, Audit &Supervisory Board Members (including
former Audit & Supervisory Board
Members) from liability for damages
caused by their acts conducted before theconclusion of the 19th Ordinary General
Meeting of Shareholders to the extent
permitted by the applicable laws andregulations.
2. With respect to a contract with an Audit &Supervisory Board Member (including aformer Audit & Supervisory Board
Members) to limit his or her liabilities fordamages arising as a result of negligenceof his or her duties before the closing of
the 19th Ordinary General Meeting of
Shareholders under Article 427, Paragraph
1 of the Companies Act, the Articles ofIncorporation before the changes to bemade by a resolution of the said Ordinary
General Meeting of Shareholders shallapply.
(Location of Head office)
Article 2 The amendment to Article 3 (Location of
Head Office) of the Articles ofIncorporation shall become effective on
the date of head office relocation to be
determined at a meeting of the Board of
Directors to be held by April 30, 2025 andthis Article 2 of the Supplementary
Provisions shall be deleted after theeffective date of the Head Officerelocation.

14

Proposal No. 3: Election of 5 Directors (excluding Directors who are Audit &Supervisory Committee Members)
Subject to the approval of Proposal No. 2 as originally proposed, the Company will transition to a Company with
Audit & Supervisory Committee. In addition, the term of all 5 Directors will expire at the close of this Ordinary
General Meeting. Accordingly, the Company proposes the following 5 candidates for election as Directors(excluding Directors who are Audit & Supervisory Committee Members/the same applies below in Proposal) as
detailed on the following.
This Proposal shall take effect upon the approval of Proposal No. 2 as originally proposed.
In order to enhance objectivity and transparency of the selection process, the selection of candidates for the
Board of Directors is deliberated by the Nomination and Compensation Committee, the majority of whose
members are independent directors.
The candidates for Directors are as follows:
Candidate
No.

1

2

3

4

5

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned
Apr. 1997 Joined Nikkei Business Publications, Inc.
Apr. 2000 Joined Rakuten Group, Inc.
Masao Ito
Apr. 2002 Chairman of Minnano Syusyoku, Inc.
6,075,600(December 18, 1973)
sharesSep. 2005 Established User Local, Inc.
(Reappointment)
Aug. 2007 President and Representative Director, User
Local, Inc. (to present)
Apr. 2006 Joined Rakuten Group, Inc.
Kazuyuki Watanabe Dec. 2008 Joined User Local, Inc.
730,000(July 1, 1982)
Oct. 2010 General Manager, Corporate Sales, User
shares(Reappointment)
Local, Inc.
Sep. 2014 Director of User Local, Inc. (to present)
Apr. 2006 Joined Rakuten Group, Inc.
Daisuke Iwamoto Apr. 2014 Joined METAWATER Co., Ltd.
100,500(August 4, 1982) Oct. 2015 Joined User Local, Inc. as General Manager,
shares(Reappointment)
Administration Dep
Jan. 2016 Director, User Local, Inc. (to present)
Apr. 1991 Joined Industrial Bank of Japan (currently
Mizuho Financial Group)
Apr. 2000 Joined Rakuten Group, Inc.
Apr. 2011 Established and President andRepresentative Director, Thirdgear, Inc. (topresent)
Ryota Matsuzaki
Nov. 2011 Director, Crowdworks, Inc.
3,000
(November 14, 1968)
sharesFeb. 2013 Established and President and(Reappointment)
Representative Director, Kibidango, Inc. (topresent)
Jan. 2016 Outside Director, Synchro Food, Inc. (topresent)
Sep. 2019 Outside Director, User Local, Inc. (topresent)
Apr. 2000 Registered as an attorney at law and Joined
Midosuji Law Office (to present)
Apr. 2016 Outside Director, People Co., Ltd. (toTaku Ito
3,000
present)(October 24, 1974)
shares(Reappointment) June 2016 Outside Director, CDG Co., Ltd.
Sep. 2020 Outside Director, User Local, Inc. (topresent)
Name(Date of Birth)

15

1.
2.
3.
4.

5.

6.

7.

8.

There is no special interest between any of the candidates and the Company.
Masao Ito is a parent company, etc. as defined in Article 2-4-2 of the Companies Act.
Ryota Matsuzaki and Taku Ito are as candidates for Outside Director.
(1) The Company has nominated Ryota Matsuzaki as a candidate for Outside Director because it expects that
he will supervise its management and provide advice on general management from perspectives outside
based on his rich global experience and deep insights in IT industry and financial industry.
(2) The Company has nominated Taku Ito as a candidate for Outside Director because it expects that he isexpected to provide advice based on legal knowledge of corporate management in general due to having
expert knowledge and experience as a lawyer. Though he has never previously engaged in company
management in any way other than serving as an outside officer, the Company is certain that he will carry out
his duty as an Outside Director properly for these reasons stated above.
Ryota Matsuzaki and Taku Ito are currently Outside Directors. At the end of this General Meeting of the
Shareholders, Ryota Matsuzaki will have a five-year tenure as an outside director and Taku Ito will have a fouryear tenure as an outside director.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
an agreement with Ryota Matsuzaki and Taku Ito to limit the liability for damages under Article 423, paragraph(1). The maximum amount of liability for damages under these agreements is the minimum liability fordamages under Article 425, paragraph (1) of the Companies Act. If the reelection of Ryota Matsuzaki and Taku
Ito is approved, the Company plans to continue these agreement
Pursuant to the provisions of Article 430-3, Paragraph 1 of the Companies Act, the Company has entered intoa directors and officers liability insurance contract that includes them as the insured with an insurancecompany. The insurance contract covers legal damages and litigation expenses to be borne by the insured. In
addition, if the five candidates are re-elected or elected and assume the positions of Director, each Director
will be included in the insurance contract as an insured. The Company intends to renew the contract under
the same conditions at the next renewal.
The Company has submitted notification to the Tokyo Stock Exchange that Ryota Matsuzaki and Taku Ito havebeen designated as independent officers. If both are reappointed, the Company will continue to appoint themas independent officers.

16

Proposal No. 4: Election of 3 Directors who are Audit & Supervisory Committee
Members
Subject to the approval of Proposal No. 2 as originally proposed, the Company will transition to a Company with
Audit & Supervisory Committee. Accordingly, the Company proposes the following 3 candidates for election as
Directors who are Audit & Supervisory Committee Members as detailed on the following.
This Proposal shall take effect upon the approval of Proposal No. 2 as originally proposed.
The Audit & Supervisory Board has already given approval to this Proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
Number of the
Candidate
Name
Career summary, and position and responsibility in the
Company’s
No.
(Date of Birth)Company
shares owned
Apr. 2001 Joined Tokyo-Mitsubishi Securities Co., Ltd.
(currently Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)
Nov. 2004 Joined Nihon Pall Ltd
Tomomi Watanabe
July 2006 Joined Ernst & Young Financial Service Co.,
25,6001(June 24, 1977)
Ltd.
shares(New appointment)
July 2008 Transfer to ShinNihon LLC. (currently Ernst &Young ShinNihon LLC.)
Sep. 2015 Full-time Audit & Supervisory Board
Member, User Local, Inc. (to present)
Oct. 1995 Joined Deloitte Touche Tohmatsu LLC.
July 2000 Joined Hirata CPA Firm
June 2004 Director of EnBio Holdings, Inc.
Dec. 2014 Outside Director of Neo Career Co., Ltd.
Sep. 2015 Outside Director of Ideal Co., Ltd.
Yoshikazu Nakamura
192,000
Jan. 2016 Outside Audit & Supervisory Board Member,2(March 11, 1973)
sharesUser Local, Inc. (to present)(New appointment)
Oct. 2021 Outside Director of Karadanote Inc. (Audit &Supervisory Committee Member) (topresent)
June 2023 President and Representative Director,
EnBio Holdings, Inc. (to present)
Oct. 1992 Joined Deloitte Touche Tohmatsu LLC.
Apr. 1999 Registered as an attorney at law
Apr. 2001 Registered as a CPA
Nov. 2004 Established Tanaka legal and Accounting and
Hiroyuki Tanaka
Tax office (to present)
20,7003(October 22, 1970) Jan. 2016 Outside Audit & Supervisory Board Member,shares(New appointment)
User Local, Inc. (to present)
Mar. 2017 Outside Audit & Supervisory Board Member,
BPLATS, Inc. (to present)
June 2020 Outside Audit & Supervisory Board Member,Will Smart Co., Ltd. (to present)
1. There is no special interest between any of the candidates and the Company.
2. Tomomi Watanabe, Yoshikazu Nakamura and Hiroyuki Tanaka are as candidates for Outside Director.
3. (1) The Company has nominated Tomomi Watanabe as a candidate for Outside Director because she has anexperience as USCPA in Audit firm and her experience will help us strengthen our governance structure
and audit the directors' performance of their duties. Though she has never previously engaged in company
management in any way other than serving as an outside officer, the Company is certain that she will carryout her duty as an Outside Director properly for these reasons stated above.

17

(2) The Company has nominated Yoshikazu Nakamura as a candidate for Outside Director because it expects
that he will strengthen our governance structure and audit the directors' performance of their duties due
to having expert knowledge and experience as a CPA and extensive experience as a board member.
(3) The Company has nominated Hiroyuki Tanaka as a candidate for Outside Director because it expects that
he will strengthen our governance structure and audit the directors' performance of their duties due tohaving expert knowledge and experience as a lawyer and CPA. Though he has never previously engaged
in company management in any way other than serving as an outside officer, the Company is certain that
he will carry out his duty as an Outside Director properly for these reasons stated above.
The Company has submitted notification to the Tokyo Stock Exchange that Tomomi Watanabe, Yoshikazu
Nakamura and Hiroyuki Tanaka have been designated as independent officers. If both are reappointed, theCompany will continue to appoint them as independent officers.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
an agreement with Tomomi Watanabe, Yoshikazu Nakamura and Hiroyuki Tanaka to limit the liability fordamages under Article 423, paragraph (1). The maximum amount of liability for damages under these
agreements is the minimum liability for damages under Article 425, paragraph (1) of the Companies Act. If
the reelection of Ryota Matsuzaki and Taku Ito is approved, the Company plans to continue these agreement
Pursuant to the provisions of Article 430-3, Paragraph 1 of the Companies Act, the Company has entered intoa directors and officers liability insurance contract that includes them as the insured with an insurancecompany. The insurance contract covers legal damages and litigation expenses to be borne by the insured. In
addition, if the five candidates are re-elected or elected and assume the positions of Director, each Director
will be included in the insurance contract as an insured. The Company intends to renew the contract under
the same conditions at the next renewal.

4.

5.

6.

Reference
The skill matrix of the candidates for Directors are provided below.

No.

1
2

Name
Masao
Ito
Kazuyuki

Corporate
Management

R&D

Marketing
Branding〇〇〇

Watanabe

3

DaisukeIwamoto4

Ryota
Matsuzaki

OutsideDirector

5

Taku
Ito

OutsideDirector

6

Tomomi
WatanabeOutsideDirector

7

Yoshikazu
Nakamura

OutsideDirector

8

Hiroyuki
TanakaOutsideDirectorHR

Legal
Governance

ESG
Sustainability

〇

〇

〇

〇

〇

〇

〇
〇

〇

Finance&
Accounting

〇

〇

〇

〇

〇

〇
〇

〇

〇

18

〇

〇

〇

〇

〇

〇

〇

Proposal No. 5: Determination of the Amount of Remuneration for Directors(excluding Directors who are Audit & Supervisory Committee Member)
Subject to the approval of Proposal No. 2 as originally proposed, the Company will transition to a Company with
Audit & Supervisory Committee. The compensation payable to Board Members was approved at a maximum
amount of 200 million yen per year (of which, employee salaries are not included.) at the Extraordinary General
Shareholders’ Meeting to be held on October 10, 2014. Accordingly, the Company will abolish the current
remuneration for Directors and hereby proposes to set remuneration for Directors (excluding Directors who are
Audit & Supervisory Committee Member) as a maximum amount of 200 million yen per year, which will beequivalent to the current remuneration limits for Directors.
If this Proposal No. 5 is approved, the Company shall change the scope of the Directors to the Directors (excluding
Directors who are Audit & Supervisory Committee Member) on the policy for determining the details of individual
director remuneration for the 19th fiscal year.
The Company believes that the contents of this proposal are appropriate, as it requests approval of the same
limits of remuneration for Directors as those in effect prior to the transition to a company with an Audit &Supervisory Committee.
If Proposal No. 2 and No. 3 are approved as originally proposed, the number of Directors (excluding Directors who
are Audit & Supervisory Committee Member) subject to this Proposal is 5 (including 2 Outside Directors).
This Proposal shall take effect upon the approval of Proposal No. 2 as originally proposed.

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Proposal No. 6: Determination of the Amount of Remuneration for Directors who
are Audit & Supervisory Committee Member
Subject to the approval of Proposal No. 2 as originally proposed, the Company will transition to a Company with
Audit & Supervisory Committee. In consideration of the duties and responsibilities of Directors who are membersof the Audit Committee and various circumstances, including economic conditions, the Company proposes to set
remuneration for Directors who are Audit & Supervisory Committee Member as a maximum amount of 50 million
yen per year.
The Company believes that this remuneration limit for Directors who are Audit & Supervisory Committee
Members is within a reasonable range and the contents of this proposal are appropriate and necessary, taking into
consideration their responsibilities.
If Proposal No. 2 and No. 3 are approved as originally proposed, the number of Directors who are Audit &Supervisory Committee Member subject to this Proposal is 3.
This Proposal shall take effect upon the approval of Proposal No. 2 as originally proposed.

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Proposal No. 7: Determination of the Compensation to Grant Restricted Shares for
Directors (excluding Directors who are Audit & Supervisory Committee Member)
The Compensation to Grant Restricted Shares for Directors was approved at a maximum amount of 100 million
yen per year (up to 80,000 shares per year) at the 16th Ordinary General Shareholders’ Meeting to be held on
September 22, 2021, which are within the existing remuneration limit (a maximum amount of 200 million yen per
year. However, employee salaries are not included.).
Subject to the approval of Proposal No. 2 as originally proposed, the Company will transition to a Company with
Audit & Supervisory Committee. Accordingly, the Company hereby proposes to set the amount of Compensation
to Grant Restricted Shares for Directors (excluding Directors who are Audit & Supervisory Committee Member) as
a maximum amount of 100 million yen per year (up to 80,000 shares per year), which will be equivalent to thecurrent limits for Directors, which are within the amount of remuneration proposed in Proposal No. 5.
The Company believes that the contents of this proposal are appropriate, as it requests approval of the same
limits of remuneration for Directors as those in effect prior to the transition to a company with an Audit &Supervisory Committee and a restricted stock compensation plan (hereinafter” the Plan”) is to be implemented
with the aim of encouraging Directors of User Local, Inc to share values with our shareholders and sustainably
enhance our corporate value.
If Proposal No. 2 and No. 3 are approved as originally proposed, the number of Directors (excluding Directors who
are Audit & Supervisory Committee Member) subject to this Proposal is 5 (including 2 Outside Directors).
This Proposal shall take effect upon the approval of Proposal No. 2 as originally proposed.
The details of the restricted shares to be granted to Directors are as follows.
The Directors will pay-in all of the monetary receivables paid by the Company under the Plan as property
contributed in kind and receive the common shares to be issued or disposed by the Company in exchange for thein-kind contribution. The paid-in amount per common share to be issued or disposed under the Plan will be
determined by the Board of Directors within a range that is not particularly advantageous to the Directors, basedon the closing price of User Local, Inc’s common shares on the Tokyo Stock Exchange on the business day prior to
the resolution of the Board of Directors concerning the issuance or disposition thereof (or at the closing price on
the immediately preceding trading day, if no trading is made on that day). After this Proposal is approved, thenumber of shares to be issued or disposed may be adjusted for any compelling reason such as a share split or shareconsolidation of our common shares.
Upon these issue or disposals of the treasury stock, the Company and the Directors will enter into a restricted
share allotment agreement (hereinafter the “Allotment Agreement”) as below.
(1) The restricted period will be defined by the Board of Directors within a range from three to six years. The
Directors shall not transfer, pledge as collateral, or otherwise dispose of the common shares allocated underthe Allotment Agreement for a predetermined period.
(2) The common shares shall be acquired by the Company without any compensation when Director loses his/her
position as Board of Directors or any other position determined by the Board of Directors before the expirationof the service period determined by Board of Directors.
(3) The Company will release the restriction on transfer of all of the allocated shares upon the expiration of therestricted transfer period on the condition that the Directors has continuously held the position specified in(2) above during the service period. However, if the Directors lose his/her position specified in (2) above before
the expiration of the service period for reasons that Board of Directors deems justifiable, the number of shares
to be released and the timing shall be reasonably adjusted as necessary.
(4) Upon expiration of the transfer restriction period, the Company will automatically acquire all allocated sharesfor which the transfer restriction has not been lifted without providing compensation in accordance with theprovision of (3) above.
(5) In the event of a merger agreement in which the Company become a dissolved company, or a share exchange
agreement, share transfer plan or any other matters of reorganization with which the Company becomes awholly owned subsidiary is approved at a general meeting of shareholders of the Company (or the Board of
Directors where the reorganization does not require the approval of the general meeting of shareholders), theCompany shall, by a resolution of the Board of Directors of the Company, lift the transfer restriction on thereasonably determined number of allocated shares based on the period from the start of the restriction
transfer period to the date of approval of such organizational restructuring.
21

(6) At the time immediately after the restrictions on transfer are lifted in accordance with the provisions of (5)above, the Company will automatically acquire all allocated Shares for which the transfer restriction has notbeen lifted without providing compensation.
(7) The way of notification in this Allotment Agreement, the way of revision of this Allotment Agreement, andother matters to be determined by the Board of Directors shall be the contents of this Allotment Agreement.

22

Proposal No. 8: Determination of the Compensation to Grant Restricted Shares for
Directors who are Audit & Supervisory Committee Member
Subject to the approval of Proposal No. 2 as originally proposed, the Company will transition to a Company with
Audit & Supervisory Committee. Accordingly, the Company hereby proposes to set the amount of Compensation
to Grant Restricted Shares for Directors who are Audit & Supervisory Committee Member as a maximum amountof 25 million yen per year (up to 20,000 shares per year), which is within the amount of remuneration proposed in
Proposal No. 6.
The Company believes that the contents of this proposal are appropriate, as it requests approval of the same
limits of remuneration for Directors as those in effect prior to the transition to a company with an Audit &Supervisory Committee and a restricted stock compensation plan (hereinafter” the Plan”) is to be implemented
with the aim of encouraging Directors who are Audit & Supervisory Committee Member of User Local, Inc. to work
to prevent impairment of our corporate value and maintain confidence of User Local, Inc.
If Proposal No. 2 and No. 3 are approved as originally proposed, the number of Directors who are Audit &Supervisory Committee Member subject to this Proposal is 3.
This Proposal shall take effect upon the approval of Proposal No. 2 as originally proposed.
The details of the restricted shares to be granted to Directors are the same as those described in Proposal No. 7
P. 21-P. 22 “Determination of the Compensation to Grant Restricted Shares for Directors (excluding Directors who
are Audit & Supervisory Committee Member)”.

23