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 identification Code: 2120
June 6, 2017
To our shareholders:
Takashi Inoue
President and CEO
Lifull Co., Ltd.
1-4-4 Kojimachi, Chiyoda-ku, TokyoNOTICE OF THE 22ND ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 22nd Ordinary General Meeting of Shareholders of Lifull Co., Ltd.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you can vote on the proposals through one of thefollowing methods. Therefore, we ask that you please review the attached Reference Documents for the
General Meeting of Shareholders and then place your votes.
If you wish to vote in writing:
Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it bypostal mail to reach us no later than 5:00 p.m., Tuesday, June 27, 2017 (Japan Standard Time).
If you wish to vote over the Internet:
Please access the voting website designated by the Company (http://www.web54.net) and use “the votingcode” and “password” you will find on the enclosed voting form. After this, please indicate your approvalor disapproval of the proposals in accordance with the on-screen instructions no later than 5:00 p.m.,
Tuesday, June 27, 2017 (Japan Standard Time).
We ask that you please check “Information on Exercise of Voting Rights” when you vote over the Internet(Japanese Only).

-1-1. Date and Time: Wednesday, June 28, 2017 at 10:00 a.m. (Japan Standard Time)(Reception opens at 9:00 a.m.)
2. Venue:

8F the Company’s Conference Room
1-4-4 Kojimachi, Chiyoda-ku, Tokyo
Please note that there has been a change in venue due to the relocation of our Head
Office.

3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 22nd Term (from April 1, 2016 to
March 31, 2017), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board

2.

Non-Consolidated Financial Statements for the 22nd Term (from April 1, 2016 to March 31,
2017)

Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Partial amendments to the Articles of Incorporation

Proposal 3:

Election of six (6) Directors

Proposal 4:

Election of four (4) Audit & Supervisory Board Members

Proposal 5:

Election of Accounting Auditor

4. Information on Exercise of Voting Rights:
Please refer to “Information on Exercise of Voting Rights” (Japanese only).
5. Decisions on the convocation of the meeting:(1) If you vote multiple times over the Internet, we shall treat your final vote as the valid one.
(2) If you vote with overlapping methods in writing and over the Internet, we will treat your vote overthe Internet as the valid one.
(3) If you wish to use your voting rights to vote both in approval and disapproval of a proposal, please
inform us of your intention to do so and the reason for this no later than three days prior to the day of
the General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1

Appropriation of surplus

The Company considers one of our important management policies to be the substantial return of profit toour shareholders while focusing on “investment for future growth” with the aim of continuously increasing
profit and on our “internal reserves” to enhance and strengthen our financial structure by actively
promoting business development.
The Company’s basic policy in regards to dividends is to distribute flexible results according to our
performance in each fiscal year while taking into account our mid-to-long term business plan and otherconsiderations.
The Company aims for a dividend payout ratio of 20% of profit attributable to the owners of our parent
company in regards to year-end dividends for the fiscal year under review. We propose to round off to thesecond decimal place to even more accurately calculate the dividend payout ratio of 20% in regards to thecalculation of the dividend per share.
Moreover, the Company celebrated the 20th anniversary in March 2017 since our establishment. We
propose to add a commemorative dividend of ¥1 per share to celebrate the 20th anniversary since ourestablishment. Therefore, we propose a dividend for the fiscal year under review as below.
Year-end dividends
In light of business results for the fiscal year under review and based on the policy above, the Company
proposes to pay a year-end dividend for the fiscal year as follows:
Type of dividend property
Cash
Allotment of dividend property and their aggregate ¥5.66 per common share of the Company
amountTotal dividends: ¥671,929,339
Effective date of dividends of surplus
June 29, 2017-3-

Proposal 2

Partial amendments to the Articles of Incorporation

1. Reasons for the proposal(1) The Company proposes to amend Article 1 (Trade Name) of our current Articles of Incorporation tochange our trade name from “Lifull Co., Ltd.” to “LIFULL Co., Ltd.” due to a change to our brandstrategy.
(2) The business year of the Company commences on April 1 of each year and ends on March 31 of thefollowing year. However, the Company proposes to change our business year to commence on
October 1 of each year and end on September 30 of the following year to optimize our sales strategy,
performance management, management and business operation.
Accordingly, the Company proposes to make the necessary changes to Articles 12, 13, 39, 40 and 41
of our current Articles of Incorporation.
Moreover, due to the change to our business year, our 23rd business year will have an accounting
period of six months from April 1, 2017 to September 30, 2017. Therefore, the Company proposes to
add Articles 1 and 2 in Supplementary Provisions as a transitional measure.
(3) The Company proposes to abolish directors with special titles to optimize management by separating
management and business execution. Accordingly, the Company proposes to make the necessarychanges to Articles 14, 22 and 23 of our current Articles of Incorporation.
2. Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed amendments(Trade Name)
Article 1.
The name of the Company shall be “Kabushiki Kaisha
Lifull” and in English it shall be “Lifull Co., Ltd.”(Convocation of the General Meeting of Shareholders)
Article 12.
An annual general meeting of shareholders of the Company
shall be convened in June every year. An extraordinary
general meeting of shareholders shall be convened whenevernecessary.
(Record Date of Annual General Meeting of Shareholders)
Article 13.
The record date for voting rights at the Company’s annual
general meeting of shareholders shall be March 31 every
year.
(Convener and Chairmanship of General Meeting of
Shareholders)
Article 14.
1. The Director and President shall convene general
meetings of shareholders and chair the meetings.
2. In cases where the Director and President is prevented
from so acting, another Director who is designated inaccordance with an order of priority determined inadvance by the Board of Directors shall convene ageneral meeting of shareholders and chair the meeting.
(Representative Directors and Directors With Special Titles)
Article 22.
(Omitted)1.
2. The Board of Directors may appoint, by its resolution,
one Director and Chairman, one Director and President,
and one or a small number of Director and Vice
Presidents.

(Trade Name)
Article 1.
The name of the Company shall be “Kabushiki Kaisha
LIFULL” and in English it shall be “LIFULL Co., Ltd.”(Convocation of the General Meeting of Shareholders)
Article 12.
An annual general meeting of shareholders of the Company
shall be convened in December every year. An extraordinary
general meeting of shareholders shall be convened whenevernecessary.
(Record Date of Annual General Meeting of Shareholders)
Article 13.
The record date for voting rights at the Company’s annual
general meeting of shareholders shall be September 30 every
year.
(Convener and Chairmanship of General Meeting of
Shareholders)
Article 14.
1. The Representative Director shall convene general
meetings of shareholders and chair the meetings.
2. In cases where the Representative Director is prevented
from so acting, another Director who is designated inaccordance with an order of priority determined inadvance by the Board of Directors shall convene ageneral meeting of shareholders and chair the meeting.
(Representative Directors)
Article 22.
(Unchanged)
1.
(Deleted)
2.

-4-

Current Articles of Incorporation(Convener and Chairmanship of Meeting of the Board of
Directors)
Article 23.
1. Unless otherwise provided for by laws and regulations,the Director and President shall convene meetings of theBoard of Directors and chair the meetings.
2. In cases where the Director and President is prevented
from so acting, another Director who is designated inaccordance with an order of priority determined inadvance by the Board of Directors shall convene meetingof the Board of Directors and chair the meeting.
(Business Year)
Article 39.
The business year of the Company shall commence on April
1 of each year and end on March 31 of the following year.

Proposed amendments(Convener and Chairmanship of Meeting of the Board of
Directors)
Article 23.
1. Unless otherwise provided for by laws and regulations,
the Representative Director shall convene meetings of theBoard of Directors and chair the meetings.
2. In cases where the Representative Director is prevented
from so acting, another Director who is designated inaccordance with an order of priority determined inadvance by the Board of Directors shall convene meetingof the Board of Directors and chair the meeting.
(Business Year)
Article 39.
The business year of the Company shall commence on
October 1 of each year and end on September 30 of thefollowing year.
(Record Date for Dividends of Surplus)(Record Date for Dividends of Surplus)
Article 40.
Article 40.
The record date for year-end dividends of the Company shall The record date for year-end dividends of the Company shallbe March 31 of each year.
be September 30 of each year.
(Interim Dividends)(Interim Dividends)
Article 41.
Article 41.
The Company may pay interim dividends with a record date The Company may pay interim dividends with a record dateof September 30 of each year, by a resolution of the Board of of March 31 of each year, by a resolution of the Board of
Directors.
Directors.
(Newly established)
Supplementary Provisions(23rd Business Year)
Article 1.
Notwithstanding the provisions in Article 39, the 23rdbusiness year shall be six months from April 1, 2017 to
September 30, 2017.
(Expiration Date of the Supplementary Provisions)
Article 2.
These supplementary provisions shall be effective until
September 30, 2017 and shall then be deleted with thepassage of this day.

-5-

Proposal 3

Election of six (6) Directors

At the conclusion of this meeting, the terms of office of all five currently serving Directors will expire.
Therefore, the Company proposes the election of six Directors, including one new candidate.
The candidates for Director are as follows:
Candidate
No.

Name

1

Takashi Inoue

President and CEO

Reelection

2

Takashi Yamada

Director, Managing Officer, General Manager of LIFULLHOME’S Division and Technology Platform Department

Reelection

3

Yosuke Hisamatsu

Director, Managing Officer, Marketing Strategy Division
Manager, LIFULL HOME’S Division

Reelection

4

Masato Takahashi

5

Akira Morikawa

6

Yoshihisa Yamada

Position in the Company

DirectorReelection
Candidate foroutside Director

DirectorReelection
Independent
officer
Candidate foroutside Director

Director

New election
Candidate foroutside Director-6-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1991

Joined Recruit Cosmos Co., Ltd. (currently
Cosmos Initia Co., Ltd.)

Apr. 1992

Transferred to Recruit Co., Ltd.

July 1995

Founded Next Home Co.

Mar. 1997

Established the Company, President and CEO(current position)

Takashi Inoue(November 23, 1968)

Mar. 2014

Representative Director of Next Wisdom
Foundation (current position)

Reelection

Nov. 2014

Chairperson of Trovit Search, S.L. (current
position)

Feb. 2016

Director of Japan Association of New
Economy (current position)

1

Number of theCompany’s
shares owned

32,941,000
shares(Significant concurrent positions outside the Company)
Representative Director of Next Wisdom Foundation
Chairperson of Trovit Search, S.L.
Reasons for nomination as candidate for Director
Takashi Inoue is the founder of the Company. He has served as CEO since founding the Company. He plays
an important role in the growth of the Group by demonstrating strong leadership in determining andimplementing management policies and business strategies with his extensive experience and knowledge on
the real estate industry and Internet services. The Company proposes his election as Director because we
judge that we can expect him to continue contributing to the sustainable improvement in the corporate valueof the Company in the future.

Takashi Yamada(October 16, 1973)

Apr. 1992

Joined Bab-Hitachi Business Corporation

Jan. 1996

Joined Eto Soft Office Ltd.

Mar. 2000

Joined the Company

Apr. 2010

Managing Officer, Deputy General Manager
of HOME’S Business Department andGeneral Manager of Product Development
Department

Apr. 2014

Managing Officer and General Manager of
HOME’S Business Department

June 2014

Director, Managing Officer and General
Manager of HOME’S Business Department

Apr. 2017

Director, Managing Officer, General
Manager of LIFULL HOME’S Division andTechnology Platform Department (current
position)

Reelection2

160,200 shares

Reasons for nomination as candidate for Director
Takashi Yamada has been involved in the development of our in-house services as a systems engineer since
he joined the Company in March 2000. Currently, he oversees the LIFULL HOME’S Business Department, amajor department in the Company. He has supported this department for many years. The Company proposes
his election as Director because we judge that we can expect him to continue contributing to the sustainableimprovement in the corporate value of the Company in the future.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1994

Joined R&C TOURS CO., LTD.

Oct. 2003

Joined the Company

Apr. 2012Managing Officer and Manager of Marketing
Division, HOME’S Business Department

Yosuke Hisamatsu(December 28, 1971)

Apr. 2014

Managing Officer, Deputy General Manager
of HOME’S Business Department andManager of Marketing Division

Reelection

June 2014

Director, Managing Officer, Deputy General
Manager of HOME’S Business Department
and Manager of Marketing Division

Apr. 2017

Director, Managing Officer and Marketing
Strategy Division Manager, LIFULLHOME’S Division (current position)

3

Number of theCompany’s
shares owned

8,000 shares

Reasons for nomination as candidate for Director
Yosuke Hisamatsu has engaged in measuring the effect of advertising and analyzing market trend data since
he joined the Company in October 2003. Currently, he oversees the Marketing Strategy Division. He has
extensive experience and knowledge on marketing strategies. The Company proposes his election as Director
because we judge that we can expect him to continue contributing to the sustainable improvement in thecorporate value of the Company in the future.

Masato Takahashi(April 24, 1959)

Apr. 1982

Joined Recruit Co., Ltd.

Sept. 2007

Joined Rakuten, Inc.

Oct. 2011

Managing Executive Officer

Feb. 2012

Representative Director and President of Fine
Trading Co., Ltd.
Representative Director and President of
Rakuten Shigoto Shokai, Inc.
Director of Rakuten Mart, Inc.

Aug. 2012

Director of Shareee, Inc. (currently Rakuten
Coupon, Inc.)

Sept. 2012

Director of Rakuten EMOBILE, Inc.

Jan. 2013

Director of Rakuten Liquor, Inc. (currently
Rakuten Mart, Inc.)

June 2013

Outside Director of the Company (current
position)

Dec. 2014

Representative Director and President of
Rakuten Auction, Inc.

Reelection
4– shares

Reasons for nomination as candidate for outside Director
Masato Takahashi worked at Recruit Co., Ltd. for many years, so he has a wealth of experience in the realestate information business as well as achievements in B-to-C and rich knowledge in the e-commerce field.
The Company proposes his election as outside Director because we would like to make maximum use of his
advice and recommendations based on his abundant insight to achieve our management strategies.

-8-

Candidate
No.

Name
(Date of birth)

Akira Morikawa(January 13, 1967)
5

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1989

Joined Nippon Television Network
Corporation

Feb. 2000

Joined Sony Corporation

May 2003

Joined Hangame Japan Corporation(currently LINE Corporation)

Oct. 2007

Representative Director and President

Mar. 2015

Established C Channel Co., Ltd.,
Representative Director and President(current position)

June 2015

Outside Director of the Company (current
position)

Reelection

Number of theCompany’s
shares owned– shares(Significant concurrent positions outside the Company)
Representative Director and President of C Channel Co.,Ltd.
Reasons for nomination as candidate for outside Director
The Company proposes the election of Akira Morikawa because we would like to maximum use of his wealthof experience in corporate management and extensive insight and experience in social networking services(SNS) to achieve our management strategies.

Yoshihisa Yamada(April 17, 1964)
New election

Apr. 1987

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)

Sept. 1999

Joined the Goldman Sachs Japan Co., Ltd.

Feb. 2000

Managing Director of Rakuten, Inc.

Mar. 2004

Representative Director and President of
Rakuten Travel Inc.

Aug. 2010

Managing Executive Officer of Rakuten, Inc.

– shares

Representative Director and President of
bitWallet Inc. (currently Rakuten Edy Inc.)

6
Mar. 2013

Chief Financial Officer of Rakuten, Inc.

Jan. 2014

Chief Financial Officer and Executive Vice
President of Rakuten, Inc. (current position)

Reasons for nomination as candidate for outside Director
Yoshihisa Yamada worked in financial industry for many years and serves as director, executive officer, CFO
and CRO at Rakuten, Inc. and its group companies. The Company proposes his election as outside Director
because we would like to make maximum use of his advice and recommendations based on his abundantinsight to achieve our management strategies.
Notes:

1. The following have relationships of special interest in the Company among the candidates for Director.
Candidate for Director Takashi Inoue concurrently holds the positions of Commissioner of PT. Lifull Media
Indonesia and outside Director of FLYMEe Inc. These firms and the Company have a substantial competitive
relationship.
Candidate for Director Yoshihisa Yamada is the Chief Financial Officer and Executive Vice President of Rakuten,
Inc. which owns 23,797,100 shares in the Company (20.03% of all issued shares in the Company). The
Company has a business relationship mainly concerning orders for advertising and publicity with this firm andfirms in its group.
Candidate for Director Akira Morikawa is the Representative Director of C Channel Co., Ltd. There is a business
relationship mainly concerning orders for advertising and publicity between the Company and this firm.
2. There is no special interest between any other candidates for Director and the Company.
3. Candidates for Director Masato Takahashi, Akira Morikawa and Yoshihisa Yamada are candidates for outside
Director.
4. Masato Takahashi and Akira Morikawa are currently outside Directors of the Company, and their terms of office
as outside Directors will have been four years and two years, respectively, at the conclusion of this meeting.
5. The Company may enter into a limited liability contract which limits liability for damages prescribed in Article
423, Paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act, and has entered into the limited liability contract with Masato Takahashi and Akira Morikawa. Pursuant tothis agreement, the defined maximum amount of liability for damages, if they have acted in good faith andwithout gross negligence in performing his duties, is the minimum liability amount provided for under Article
425, paragraph 1 of the Companies Act. If the reelection of them is approved, the Company plans to enter into

-9-

said limited liability agreements with them. If the election of Yoshihisa Yamada is approved, the Company plansto enter into an agreement with similar content with him.
6. The Company has submitted notification to the Tokyo Stock Exchange that Akira Morikawa has been designatedas an independent officer as provided for by the aforementioned exchange. If the reelection of Akira Morikawa isapproved, the Company plans for his appointment as an independent officer to continue.

- 10 -

Proposal 4:

Election of four (4) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members will expire at the conclusion of thismeeting. Therefore, the Company proposes the election of four (4) Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this
proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1980

Joined Mitsubishi Corporation

Jan. 1998

General Manager of Motor Vehicle Dept. of
Mitsubishi International Steel Inc. (U.S.)

Mar. 2006

Chief Executive Officer of Vitamin C60
BioResearch Corporation

May 2007
Kiyoshi Shishido(December 24, 1956)

Specially Appointed Professor of Tokyo
Institute of Technology

Aug. 2007

General Manager of Technology & Business
Development Dept., Mitsubishi Corporation

Reelection

Jan. 2011

Member of the Board and Executive Officer
in charge of Strategy Planning of Trility Pty
Ltd (Australia)

Apr. 2016

General Manager in charge of audits of
Global Environmental & Infrastructure
Business Group of Mitsubishi Corporation

June 2016

Outside Audit & Supervisory Board Memberof the Company (current position)

1

Number of theCompany’s
shares owned

100 shares

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Kiyoshi Shishido has many years of experience working in the general trading company industry at
Mitsubishi Corporation and has served as a director at affiliated companies in that group. The Company
proposes his election as outside Audit & Supervisory Board Member because we would like to use his wealthof knowledge and experience as a corporate manager cultivated throughout his career in our management
oversight and auditing.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1971

Hideki Matsushima(April 19, 1943)
Reelection
2

Number of theCompany’s
shares owned

Registered to Tokyo Bar Association

Mar. 1976

Established Tokiwa Sogo Law Offices

Apr. 2003

Representative Director of Japanese
Association of Turnaround Professionals

Jan. 2004

Senior Partner of Nishimura & Partners(currently Nishimura & Asahi)Sept. 2005

Outside Audit & Supervisory Board Memberof the Company (current position)

Aug. 2006

Outside Director of Business Planning ForumCo., Ltd. (current position)

June 2007

Outside Director of Nojima Corporation(current position)

Nov. 2007

Outside Audit & Supervisory Board Memberof Raysum Co., Ltd. (current position)

June 2008

Outside Audit & Supervisory Board Memberof Kumamoto Electric Railway Co., Ltd.
(current position)

Feb. 2012

Outside Director of Corporation for
Revitalizing Earthquake Affected Business

Apr. 2013

Non-Executive Director of Regional
Economy Vitalization Corporation of Japan(current position)– shares

Adviser of Japanese Association of
Turnaround Professionals (current position)
Jan. 2014

Partner of Nishimura & Asahi (current
position)

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Although Hideki Matsushima has not been involved with corporate management other than as an outside
officer, he has considerable knowledge on the administration of justice as an attorney at law. The Company
proposes his election as outside Audit & Supervisory Board Member because we would like to use his wealthof expertise and strong insight in our management oversight structure and auditing.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1977

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)

Apr. 2004

Executive Officer and General Manager of
Shanghai BranchMar. 2006

Managing Executive Officer and Head of
Asia & Oceania

June 2007

Chairman of Mizuho Corporate Bank
(China), Ltd. (currently Mizuho Bank, Ltd.)

Apr. 2009

Director

May 2009

Managing Executive Officer of Rakuten, Inc.

June 2009

Corporate Auditor of eBANK Corporation(currently Rakuten Bank, Ltd.)

Sept. 2009

Director of Rakuten Securities, Inc.

Jan. 2010

Director of bitWallet Inc. (currently Rakuten
Edy Inc.)Mar. 2010
Takeshi Hanai(October 16, 1954)

Director and Managing Executive Officer of
Rakuten, Inc.

June 2010

Director of Rakuten Bank, Ltd.

Sept. 2010

Director of Airio Life Insurance Co., Ltd.

Reelection

Mar. 2011

Director of Rakuten KC Co., Ltd. (currently
Rakuten Card Co., Ltd.)

3

Number of theCompany’s
shares owned– sharesDirector of Rakuten Insurance Planning, Co.,
Ltd.
Aug. 2011

Adviser of Kowa Real Estate Co., Ltd.
(currently Nippon Steel Kowa Real EstateCo., Ltd.)

Aug. 2012

Adviser of The Senshu Ikeda Bank, Ltd.
Adviser of Corporate Directions, Inc.
(current position)

June 2013

Outside Audit & Supervisory Board Memberof the Company (current position)

June 2014

Outside Director of ASICS Corporation(current position)
Outside Director of Maruwn Corporation(current position)

June 2015

Outside Director of Nippon Seisen Co., Ltd.
(current position)

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Takeshi Hanai has many years of experience working in the financial industry and has also served as the
director and audit & supervisory board member of affiliated companies in the Rakuten Group. The Company
proposes his election as outside Audit & Supervisory Board Member to make use of his wealth of financial
insight and insight as an affiliated company manager cultivated throughout his career in our management
oversight and auditing.

- 13 -

Candidate
No.

Name
(Date of birth)

Makiko Nakamori(August 18, 1963)
Reelection
4

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1987

Joined Nippon Telegraph And Telephone
Corporation

Oct. 1991

Joined Asahi & Co. (currently KPMG AZSA
LLC)Apr. 1996

Registered as certified public accountant

July 1997

Director of Nakamori CPA offices (current
position)Aug. 2000

Audit & Supervisory Board Member ofOracle Corporation Japan

Dec. 2006

Outside Auditor of istyle Inc. (current
position)Aug. 2008

Directors of Oracle Corporation Japan

Mar. 2010

Outside Audit & Supervisory Board Memberof Global-Dining, Inc.

Sept. 2011

Outside Audit & Supervisory Board Memberof the Jade Group K.K. (currently Locondo,Inc.) (current position)

Dec. 2011

Outside Audit & Supervisory Board Memberof M&A Capital Partners Co., Ltd. (current
position)

Sept. 2012

Outside Director of ITOCHU TechnoSolutions Corporation (current position)

June 2013

Outside Audit & Supervisory Board Memberof the Company (current position)

Nov. 2015

Outside Audit & Supervisory Board Memberof TeamSpirit Inc. (current position)

Number of theCompany’s
shares owned– shares

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Although Makiko Nakamori has not been involved with corporate management other than as an outside
officer, she has considerable knowledge on financial affairs and accounting as a certified public accountant.
The Company proposes her election as outside Audit & Supervisory Board Member to make use of her
wealth of expertise and auditor experience in our management oversight and auditing.
Notes:

1. Each candidate for Audit & Supervisory Board Member is a candidate for outside Audit & Supervisory Board
Member.
2. Candidate for Audit & Supervisory Board Member Hideki Matsushima is a partner of Nishimura & Asahi. Thereis a business relationship between the Company and this office to provide services from other partner attorneys
at law in this office. Moreover, he concurrently holds the positions of Outside Director of Business Planning
Forum Co., Ltd., Outside Audit & Supervisory Board Member of Raysum Co., Ltd., Outside Audit &Supervisory Board Member of Kumamoto Electric Railway Co., Ltd. and Non-Executive Director of Regional
Economy Vitalization Corporation of Japan. However, there are no special interests between these firms and theCompany.
3. Candidate for Audit & Supervisory Board Member Makiko Nakamori concurrently holds the positions of
Director of Nakamori CPA offices, Outside Auditor of istyle Inc., Outside Audit & Supervisory Board Memberof Locondo, Inc., Outside Audit & Supervisory Board Member of M&A Capital Partners Co., Ltd. and Outside
Audit & Supervisory Board Member of TeamSpirit Inc. However, there are no special interests between thesefirms and the Company.
4. There is no special interest between any of the candidates for Audit & Supervisory Board Member and theCompany other than those above.
5. Kiyoshi Shishido, Hideki Matsushima, Takeshi Hanai and Makiko Nakamori are currently Audit & Supervisory
Board Members of the Company, and their terms of office as Audit & Supervisory Board Members will havebeen one year, 11 years and nine months, 4 years and 4 years respectively, at the conclusion of this meeting.
6. The Company may enter into a limited liability contract which limits liability for damages prescribed in Article
423, Paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act, and has entered into the limited liability contract with outside Directors, Kiyoshi Shishido, Hideki
Matsushima, Takeshi Hanai and Makiko Nakamori. Pursuant to this agreement, the defined maximum amount ofliability for damages, if they have acted in good faith and without gross negligence in performing their duties, isthe minimum liability amount provided for under Article 425, paragraph 1 of the Companies Act. If the electionof each candidate is approved, the Company plans to continue said limited liability agreement with each one ofthem.

- 14 -

7. The Company has submitted notification to the Tokyo Stock Exchange that Kiyoshi Shishido, Takeshi Hanai and
Makiko Nakamori have been designated as independent officers as provided for by the aforementioned exchange.
If the reelection of each candidate is approved, the Company plans for their appointments as independent officers
to continue.

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Proposal 5:

Election of Accounting Auditor

Deloitte Touche Tohmatsu LLC, the Company’s Accounting Auditor, will retire as the firm’s term of officewill expire at the conclusion of this meeting. Therefore, the Company proposes the election of a new
Accounting Auditor.
In addition, this proposal is based on the decision of the Audit & Supervisory Board.
The Audit & Supervisory Board has nominated PricewaterhouseCoopers Aarata LLC as candidate for
Accounting Auditor because this auditor has been judged to have a structure to ensure the Company’s
financial audits are carried out appropriately and reasonably due to the fact it has the expertise,independence and appropriateness required of our Accounting Auditor.
The candidate for Accounting Auditor is as below.
Name of Auditor

PricewaterhouseCoopers Aarata LLC
Main office

Offices

History

Sumitomo Fudosan Shiodome Hamarikyu Bldg.
8-21-1 Ginza, Chuo-ku, Tokyo
Sumitomo Fudosan Shiodome Hamarikyu Bldg.
8-21-1 Ginza, Chuo-ku, Tokyo

Other offices

Nagoya, Osaka and Fukuoka

June 2006

Establishment of PricewaterhouseCoopers Aarata as a member
firm in Japan of PricewaterhouseCoopers (PwC)

July 2006

Commencement of operations

July 2016

Changed its corporate name to “PricewaterhouseCoopers
Aarata LLC”

Oct. 2016

Launched AI Audit Lab

Number of companies involved in auditing: 930 companies (as of June 30, 2016)

Overview

Capital:1,000 million yen (as of March 31, 2017)

Staffing:

2,751 persons (as of March 31, 2017)
Partners

129

CPAs

883

Junior certified public accountant and those who have passed
all subjects
495
U.S. CPAs and other professionals

768

Clerks476

Total- 16 -

2,751