Recruit : Extraordinary Report (“Rinji-Hokokusho”)

[Cover]

[Document Submitted] [Submitted to] [Date of Submission] [Company Name] [Company Name in English]

[Position and Name of Representative] [Location of Head Office]

[Phone No.]

[Contact for Communications] [Nearest Contact]

[Phone No.]

[Contact for Communications]

[Place Where Available for Public Inspection]

Extraordinary Report ("Rinji-Hokokusho")

Director, Kanto Local Finance Bureau

June 20, 2019

Kabushiki-Kaisha Recruit Holdings

Recruit Holdings Co., Ltd.

Masumi Minegishi, President, Representative Director and CEO

8-4-17 Ginza, Chuo-ku, Tokyo

(The above address is the registered head office of the Company. However, actual operations of the head office are conducted in the location below.)

03-6835-1111 (main)

Keiichi Sagawa,

Board Director, CFO, and Senior Managing Corporate Executive Officer

1-9-2 Marunouchi, Chiyoda-ku, Tokyo

03-6835-1111 (main)

Keiichi Sagawa,

Board Director, CFO, and Senior Managing Corporate Executive Officer

Tokyo Stock Exchange, Inc.

(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo)

―1―

I. Reasons for Submission

As the following proposals were resolved at the 59th Ordinary General Meeting of Shareholders of Recruit Holdings Co., Ltd. (the "Company") held on June 19, 2019, the Company hereby files this Extraordinary Report pursuant to the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc.

1. Description of Report

1. Date of the General Meeting of Shareholders June 19, 2019
2. Details of the Proposals resolved

First proposal: Election of Seven (7) Board Directors

Messrs. Masumi Minegishi, Shogo Ikeuchi, Hisayuki Idekoba, Keiichi Sagawa, Rony Kahan, Naoki Izumiya and Hiroki Totoki were elected as Board Directors.

Second proposal: Election of One (1) Audit & Supervisory Board Member and One (1) Substitute Audit & Supervisory Board Member

Mr. Hiroki Inoue and Ms. Asa Shinkawa were elected as an Audit & Supervisory Board Member and a Substitute Audit & Supervisory Board Member, respectively.

Third proposal: Revision of Maximum Amount of Remuneration for Board Directors

The maximum amount of monetary remuneration for Board Directors was revised to 1,400 million yen per year (of which 100 million yen pertains to External Board Directors).

Fourth proposal: Determination of Amount and Terms of Stock Acquisition Rights as Stock Options for Board Directors (Excluding External Board Directors)

The Company will issue stock acquisition rights as stock options within the limit of 700 million yen per year as remuneration for Board Directors (excluding External Board Directors).

Fifthproposal: Increase in Stated Capital by Reducing Reserves and Surplus

1. Legal capital surplus will be reduced and stated capital will be increased by the same amount in accordance with Article 448, Paragraph 1 of the Companies Act and (ii) surplus will be reduced and stated capital will be increased by the same amount in accordance with Article 450, Paragraph 1 of the Companies Act. As a result, stated capital of the Company will be 40 billion yen.

―2―

1. The number of voting rights which represent either for, against or abstentions on proposals resolved; requirements for the approval of the resolutions and their results

			For	Against	Abstentions	Requirements	Results of resolution and
	Proposals resolved	(Number of	(Number of	(Number of
	for approval	ratio of approval (%)
			voting rights)	voting rights)	abstentions)
First proposal:					(Note) 1
Election of Seven (7) Board Directors
13,107,703	925,611	71,215			91.68
Masumi Minegishi		Approved
Shogo Ikeuchi		13,785,864	295,506	23,169		Approved	96.43
Hisayuki Idekoba	13,750,571	301,745	52,224		Approved	96.18
Keiichi Sagawa		13,812,907	268,464	23,169		Approved	96.62
Rony Kahan		13,817,185	264,186	23,169		Approved	96.65
Naoki Izumiya		13,927,942	176,132	470		Approved	97.42
Hiroki Totoki		13,947,795	156,279	470		Approved	97.56
Second proposal:
Election of One (1) Audit & Supervisory Board				(Note) 1
Member and One (1) Substitute Audit &
Supervisory Board Member	12,431,013	1,673,029	470			86.95
Hiroki Inoue			Approved
Asa Shinkawa		13,056,381	1,047,661	470		Approved	91.33
Third proposal:		13,995,440	101,657	7,421			97.89
Revision of Maximum Amount of Remuneration for	(Note) 2	Approved
Board Directors
Fourth proposal:
Determination of Amount and Terms of Stock	12,998,280	1,095,825	10,451	(Note) 2	Approved	90.92
Acquisition Rights as Stock Options for Board
Directors (Excluding External Board Directors)
Fifth proposal:		14,079,427	24,666	470	(Note) 2	Approved	98.48
Increase in Stated Capital by Reducing Reserves and
Surplus
(Notes)	1.	Subject to the attendance of	shareholders holding one-third or more of voting rights owned by shareholders
		eligible for exercising voting rights and passage by a majority of voting rights held by the shareholders in
		attendance.

1. 2. Subject to approval by a majority of voting rights held by the shareholders in attendance.

2. Reason that a portion of the number of voting rights held by the shareholders in attendance at the General Meeting of Shareholders was not included in the number of voting rights
   As the approval or disapproval of each proposal to be resolved had been confirmed by adding up the voting rights exercised up to the day prior to the Annual General Meeting of Shareholders and the votes of a part of the shareholders attending the Meeting whose votes for or against the proposals could be confirmed, the number of voting rights of shareholders attending the Meeting whose votes for, against or abstaining could not be confirmed was not included in the tally.

―3―