NOTICE OF THE 22ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

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1 This document has been translated from the Japanese original for the convenience of non-japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail. To our shareholders: Securities identification code: 7599 May 11, 2016 Kenichi Hatori Chairman Gulliver International Co., Ltd. Tokyo Building, 2-7-3, Marunouchi, Chiyoda-ku, Tokyo, Japan NOTICE OF THE 22ND ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 22nd Ordinary General Meeting of Shareholders of Gulliver International Co., Ltd. (the Company ), which will be held as described below. If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail. Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing the attached Reference Documents for the General Meeting of Shareholders, and return it by postal mail to reach us no later than 6:30 p.m., Wednesday, May 25, 2016 (Japan Standard Time). Meeting Details 1. Date and time: Thursday, May 26, 2016 at 10:00 a.m. (Japan Standard Time) 2. Venue: Hilton Tokyo Bay 2F soara III 1-8 Maihama, Urayasu-shi, Chiba 3. Purposes: Items to be reported: 1. Business Report and Consolidated Financial Statements for the 22nd Term (from March 1, 2015 to February 29, 2016), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors. 2. Non-Consolidated Financial Statements for the 22nd Term (from March 1, 2015 to February 29, 2016) Items to be resolved: Proposal 1: Appropriation of surplus Proposal 2: Partial amendments to the Articles of Incorporation Proposal 3: Election of one (1) Director Proposal 4: Election of one (1) Auditor Proposal 5: Payment of retirement benefits to retiring Director and retiring Auditor 1

2 Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of surplus The Company proposes the appropriation of surplus as follows: Matters related to year-end dividends In light of business earnings in the current fiscal year and future business development, the year-end dividend for the 22nd Term shall be as follows: (1) Type of dividend property Cash (2) Allocation of dividend property and total amount thereof 5 yen per common share of the Company Total amount of dividends: 507,038,500 yen (3) Effective date of distribution of dividends of surplus May 27,

3 Proposal 2: Partial amendments to the Articles of Incorporation 1. Reason for proposal Since our founding in 1994, logistics reform in the auto industry has been a major goal of ours as we worked to expand our business. Company management and employees recognize the importance of always taking up the challenge of achieving this goal, and we view it is a shared code of action that should be universally valued in our future growth as well. We have decided to change the Company s trade name to IDOM Inc. to reflect our strong commitment to challenging ourselves ( idomu in Japanese) with our vision for the future. The brand name Gulliver currently used in stores will continue as is after the trade name has been changed. Also, this change to Article 1 (Trade Name) shall go into effect on July 15, Next, Paragraph 2 of Article 31 (Exemption of Directors from Liability) and Paragraph 2 of Article 41 (Exemption of Auditors from Liability) will be partially changed now that the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) allows the Company to conclude limited liability agreements with Directors who are non-executive Directors and Auditors who are not outside Auditors. Furthermore, the changes of Paragraph 2 of Article 31 (Exemption of Directors from Liability) have been agreed to by each Auditor. 3

4 2. Details of the amendments The details of the changes are as follows: Current Articles of Incorporation (Trade Name) Article 1 The name of the Company shall be Kabushiki Kaisha GULLIVER INTERNATIONAL, being expressed as GULLIVER INTERNATIONAL CO., LTD. in English. (Amended parts are underlined.) Proposed amendments (Trade Name) Article 1 The name of the Company shall be Kabushiki Kaisha IDOM, being expressed as IDOM Inc. in English. (Exemption of Directors from Liability) (Exemption of Directors from Liability) Article 31 (Omitted) Article 31 (Unchanged) limitation agreement with Outside Directors which prescribes that the maximum extent of the liability of the Outside Directors under Article 423, Paragraph 1 of the Companies Act shall be the amount set forth in laws and regulations as long as the Director has acted in good faith and without gross negligence. (Exemption of Auditors from Liability) limitation agreement with Directors (excluding Executive Directors, etc.) which prescribes that the maximum extent of the liability of the Directors under Article 423, Paragraph 1 of the Companies Act shall be the amount set forth in laws and regulations as long as the Director has acted in good faith and without gross negligence. (Exemption of Auditors from Liability) Article 41 (Omitted) Article 41 (Unchanged) limitation agreement with Outside Auditors which prescribes that the maximum extent of the liability of the Director under Article 423, Paragraph 1 of the Companies Act for Outside Auditors shall be the amount set forth in laws and regulations as long as the Auditor has acted in good faith and without gross negligence. (Newly established) limitation agreement with Auditors which prescribes that the maximum extent of the liability of the Director under Article 423, Paragraph 1 of the Companies Act for Auditors shall be the amount set forth in laws and regulations as long as the Auditor has acted in good faith and without gross negligence. Supplementary Provision The change to Article 1 (Trade Name) shall be effective as of July 15, 2016, and this supplementary provision shall be deleted on that date. 4

5 Proposal 3: Election of one (1) Director Director Kenichi Hatori will retire his position at the conclusion of this meeting, and accordingly the Company proposes the election of one (1) extra Director. In line with the terms stipulated in the Articles of Incorporation, the term of the Director appointed to fill this post shall expire along with the terms of the other current Directors. The candidate for the Director is as follows: Name (Date of birth) Masaru Ohta (September 25, 1964) Career summary, position and responsibilities (Significant concurrent positions outside the Company) March 1997 April 2008 April 2009 October 2014 May 2015 Joined the Company. Team leader of Direct Sales Promotion Executive Officer of the Company (present position) Team leader of Contact Business Promotion Team leader of Real Business Promotion (present position) Number of the Company s shares owned Notes: 1. There is no special interest between Masaru Ohta and the Company. 2. Masaru Ohta has been nominated as a Candidate for Director because he joined the Company shortly after it was established, and has become well-versed in the overall operations of the Company s directly operated storefronts after his extensive experience. Accordingly, we believe that he can contribute to the sustainable growth of the Company and improvements in corporate value

6 Proposal 4: Election of one (1) Auditor Auditor Masayuki Miwa will retire his position at the conclusion of this meeting, and accordingly the Company proposes the election of one (1) extra Auditor. In line with the terms stipulated in the Articles of Incorporation, the term of the Auditor appointed to fill this post shall expire when the terms of the current Auditor end. The Board of Auditors have given its consent to this proposal. The candidate for Auditor is as follows: Name (Date of birth) Kunie Yanagawa (April 30, 1933) Career summary and position (Significant concurrent positions outside the Company) April 1958 ITOCHU Corporation January 1969 Union Optical Co., Ltd. September 1975 President of Union Optical Co., Ltd. June 1991 Chairman of Union Optical Co., Ltd. June 1997 Auditor of Union Optical Co., Ltd. September 1998 Adviser of the Company January 2001 Adviser of G-Trading Co., Ltd. May 2003 Director and Head of Internal Audit Department of G-Trading Co., Ltd. November 2007 Director of G-Rental Co., Ltd. June 2009 President of G-Rental Co., Ltd. July 2011 President of G-R Co., Ltd. May 2015 Chairman of G-R Co., Ltd. (present position) June 2015 Director of Wakeijuku Foundation (present position) (Significant concurrent positions outside the Company) Chairman of G-R Co., Ltd. Number of the Company s shares owned 11,720 Notes: 1. There is no special interest between Kunie Yanagawa and the Company. 2. In the event that Proposal 2 and this proposal are approved, the Company plans to sign a liability limitation agreement with Kunie Yanagawa which prescribes that the maximum extent of the liability of the Director under Article 423, Paragraph 1 of the Companies Act shall be the amount set forth in laws and regulations, as long as the Director has acted in good faith and without gross negligence. 3. Kunie Yanagawa has been nominated as a Candidate for Auditor because he has extensive experience and knowledge about corporate management and the Company has determined that he would contribute to the Company s sound management. 6

7 Proposal 5: Payment of retirement benefits to retiring Director and retiring Auditor Director Kenichi Hatori and Auditor Masayuki Miwa will resign at the conclusion of this Meeting. Accordingly, the Company proposes the payment of retirement benefits to the retiring Director and retiring Auditor to reward their respective services while in office, in accordance with the prescribed standards of the Company and within the applicable amount. Kenichi Hatori will remain involved in the Company s operations as Honorary Chairman after his retirement from the position of Director. The Company requests that the specific amounts, the timing of the payments, the method of payment, etc. of the retirement benefits to be at the discretion of the Board of Directors with respect to the Directors and at the discretion of consultation among the Auditors with respect to the Auditor. The career summaries of the retiring Director and retiring Auditor are as follows. Name Career summary Kenichi Hatori October 1994 Establishment of the Company; President June 2008 Chairman of the Company (present position) Masayuki Miwa May 2012 Full-time Auditor of the Company (present position) 7