This document has been translated from Japanese original for convenience of non-japanese shareholders. In event of any discrepancy between this translation and Japanese original, original shall prevail. To our shareholders: Securities identification code: 7599 May 15, 2017 Yusuke Hatori Representative Director IDOM Inc. Tokyo Building, 2-7-3, Marunouchi, Chiyoda-ku, Tokyo, Japan NOTICE OF THE 23RD ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend 23rd Ordinary General Meeting of Shareholders of IDOM Inc. ( Company ), which will be held as described below. If you are unable to attend meeting in person, you may exercise your voting rights by postal mail. Please indicate your approval or disapproval of proposals on enclosed voting form after reviewing attached Reference Documents for General Meeting of Shareholders, and return it by postal mail to reach us no later than 6:30 p.m., Monday, May 29, 2017 (Japan Standard Time). Meeting Details 1. Date and time: Tuesday, May 30, 2017 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 23rd Term (from March 1, 2016 to February 28, 2017), as well as results of audit of Consolidated Financial Statements by Accounting Auditor and Board of Auditors. 2. Non-Consolidated Financial Statements for 23rd Term (from March 1, 2016 to February 28, 2017) Items to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Appropriation of surplus Election of four (4) Directors Election of three (3) Auditors Distribution of retirement benefit to retired directors and payouts incidental to abolishment of executive retirement benefit system 1
Reference Documents for General Meeting of Shareholders Proposal 1: Appropriation of surplus The Company proposes appropriation of surplus as follows: Matters related to year-end dividends In light of business earnings in current fiscal year and future business development, year-end dividend for 23rd Term shall be as follows: (1) Type of dividend property Cash (2) Allocation of dividend property and total amount reof 6 yen per common share of Company Total amount of dividends: 608,445,900 yen (3) Effective date of distribution of dividends of surplus May 31, 2017 2
Proposal 2: Election of four (4) Directors The term of appointment for all four (4) Directors will expire at conclusion of this meeting, and accordingly Company proposes election of four (4) new Directors, including one (1) Outside Director. The candidates for Director are as follows: No. 1 2 3 Yusuke Hatori (January 20, 1971) Takao Hatori (June 12, 1972) Masaru Ohta (September 25, 1964) July 1995 Company Director March 1999 Company Executive Director February 2001 Company Senior Executive Director June 2008 Company President (present G-One Financial Services Co., Ltd. Representative Director Gulliver Insurance Co., Ltd. Representative Director Motoren Global Co., Ltd. Representative Director Motoren Glanz Co., Ltd. Representative Director Gulliver Australia Holdings Pty Ltd. Director July 1995 Company Director January 1996 Established Forward Co., Ltd. Representative Director (present March 1999 Company Executive Director May 2006 Company Senior Executive Director June 2008 Company President (present [Significant concurrent positions outside Company] Forward Co., Ltd. Representative Director March 1997 April 2008 April 2009 October 2014 May 2015 May 2016 Joined Company. Company Team Leader of Direct Sales Promotion Executive Officer of Company Team Leader of Contact Business Promotion Company Team Leader of Real Business Promotion Company Director Gulliver Company Leader (present shares owned 5,400,000 5,400,000 300 3
No. *4 Jun Sugie (June 23, 1956) April 1979 Joined Ministry of Finance July 2007 National Tax Agency Deputy Commissioner (Large Enterprise Examination and Criminal Investigation) July 2008 Kantoshinetsu Regional Taxation Bureau Chief July 2009 National Tax Agency Commissioner s Secretariat Deputy Commissioner (International Affairs) July 2011 Tokyo Regional Taxation Bureau Chief December 2012 Japan Securities Depository Center, Incorporated Inspector June 2014 Managing Director of Japan Securities Depository Center, Incorporated JASDEC DVP Clearing Corporation Managing Director (present July 2015 Senior Executive Officer of Japan Securities Depository Center, Incorporated (present JASDEC DVP Clearing Corporation Managing Director Officer of Japan Securities Depository Center, Incorporated shares owned Notes: 1. There is no special interest between candidates and Company. 2. * indicates new director candidates. 3. Jun Sugie is a candidate for Outside Director. 4. If Jun Sugie s nomination is approved, Company plans to register Mr. Sugie with Tokyo Stock Exchange (TSE) as an Independent Director in accordance with rules of TSE. 5. (1) Yusuke Hatori and Takao Hatori have both contributed to development of Company business for many years since founding of Company and have most comprehensive understanding of Company. Their nominations are based on our belief that y can contribute to sustainable growth of Company and improvements in corporate value. (2) Masaru Ohta has been nominated as a Candidate for Director because he joined Company shortly after it was established, and has become well-versed in overall operations of directly operated storefronts through his extensive experience. Accordingly, we believe that he can contribute to sustainable growth of Company and improvements in corporate value. (3) Jun Sugie has been nominated because he possesses advanced expertise related to taxes and also has broadbased experience and knowledge through his vast work history. We believe that as an Outside Director, he can apply se attributes towards providing Company with management advice. 6. If Jun Sugie s nomination is approved, Company plans to conclude a contract with Mr. Sugie in accordance with provisions of Companies Act Article 427, Paragraph 1 regarding liability defined under Article 423, Paragraph 1 of said Act, which limits his liability to amount stipulated by law when he has acted in good faith and has not committed serious neglect. - 4
Proposal 3: Election of three (3) Auditors The term of appointment for all three (3) Auditors will expire at conclusion of this meeting, and accordingly Company proposes election of three (3) new Auditors. Furrmore, Board of Auditors has given its consent to this proposal. The candidates for Auditor are as follows: No. 1 2 Kunie Yanagawa (April 30, 1933) Masakatsu Endo (July 27, 1941) 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 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 June 2015 Director of Wakeijuku Foundation (present May 2016 Full-time Auditor of Company (present Chairman of G-R Co., Ltd. Director of Wakeijuku Foundation April 1964 Joined PARAMOUNT GLASS MFG CO., LTD April 1976 Opened tax attorney s office Established Wakaba Kaikei Center, Co., Ltd. Representative Director (present July 1996 Tokyo Mycar Co., Ltd. Representative Director July 1998 Asaka Riken Co., Ltd. Outside Auditor May 2000 Company Outside Auditor (present Wakaba Kaikei Center, Co., Ltd. Representative Director shares owned 11,720 162,800 5
No. 3 Hiroto Nakamura (May 19, 1963) July 1993 Joined Office of Certified Public Accountant/Licensed Tax Accountant Junichiro Yamada (present: Yamada & Partners Certified Public Accountants Co.) March 1997 Registered as Certified Public Accountant November 1999 Opened Nakamura CPA Office Director (present December 2005 MANDARAKE INC. Outside Auditor (present May 2008 Company Outside Auditor (present Nakamura CPA Office, Director MANDARAKE INC. Outside Auditor shares owned Notes: 1. There is no special interest between candidates and Company. 2. Masakatsu Endo and Hiroto Nakamura are Outside Director candidates. 3. Masakatsu Endo and Hiroto Nakamura are registered with Tokyo Stock Exchange (TSE) as Independent Directors in accordance with rules of TSE. If both are reelected, Company plans to continue appointment of both parties as Independent Directors. 4. (1) Kunie Yanagawa has been nominated as a Candidate for Auditor because he has vast experience and knowledge related to company management, and we believe he can apply se attributes towards appropriate execution of operation as a Company Auditor. (2) Masakatsu Endo has been nominated as a Candidate for Auditor because, as a tax attorney, he has vast experience and knowledge related to finance and accounting and he is well-versed in related industries and business operations. We believe he can apply se attributes towards appropriate execution of operation as a Company Outside Auditor. Furrmore, term of his appointment as a Company Outside Director will be seventeen (17) years as of conclusion of this meeting. (3) Hiroto Nakamura has been nominated as a Candidate for Auditor because, as a Certified Public Accountant, he has vast experience and knowledge related to finance and accounting, and also possesses advanced knowledge regarding corporate accounting and corporate legal affairs. We believe he can apply se attributes towards appropriate execution of operation as a Company Outside Auditor. Furrmore, term of his appointment as a Company Outside Auditor will be nine (9) years as of conclusion of this meeting. 5. The Company has concluded contracts with Kunie Yanagawa, Masakatsu Endo, and Hiroto Nakamura in accordance with provisions of Companies Act Article 427, Paragraph 1 regarding liability defined under Article 423, Paragraph 1 of said Act, which limits ir respective liability to amount stipulated by law when each has acted in good faith and has not committed serious neglect. If y are reelected, Company plans to continue with existing contracts. 1,500 6
Proposal 4: Distribution of retirement benefit to retired directors and payouts incidental to abolishment of executive retirement benefit system Director Go Kawada will retire upon expiration of his term at conclusion of this Meeting. Accordingly, Company proposes payment of retirement benefits to retiring Director to reward his services while in office, in accordance with prescribed standards of Company and within applicable amount. The Company requests that specific amounts, timing of payments, method of payment, etc. of retirement benefits to be at discretion of Board of Directors. Furrmore, as part of our reevaluation of our executive compensation structure, we will abolish executive retirement benefit system at conclusion of this Meeting. Accordingly, if Motion 2 and Motion 3 are approved, Company proposes payment of retirement benefit payout in accordance with prescribed standards of Company and within applicable amount to three (3) Directors and three (3) Auditors still in ir positions after conclusion of this Meeting to reward ir services while in office up to conclusion of this Meeting. Furrmore, payment timing for retirement benefit payouts to eligible Directors and Auditors shall be at point of retirement for each respective Director and Auditor but Company requests that specific amounts, timing of payments, method of payment, etc. of retirement benefits to be at discretion of Board of Directors for Directors, and at discretion of Board of Auditors for Auditors. The career summaries of retiring Directors and Auditors, and Directors and Auditors eligible for retirement benefit payouts are as follows. <Retiring Director> Career summary Go Kawada May 2015 Company Outside Director (present <Directors and Auditors eligible for retirement allowance payment> Career summary Yusuke Hatori Takao Hatori Masaru Ohta Kunie Yanagawa July 1995 March 1999 February 2001 June 2008 July 1995 March 1999 May 2006 June 2008 May 2016 May 2016 Company Director Company Executive Director Company Senior Executive Director Company President (present Company Director Company Executive Director Company Senior Executive Director Company President (present Company Director Gulliver Company Leader (present Full-time Auditor of Company (present Masakatsu Endo May 2000 Company Outside Auditor (present Hiroto Nakamura May 2008 Company Outside Auditor (present 7