Recruit : Notice of the 61st Annual Meeting of Shareholders

LETTER TO SHAREHOLDERS

Dear Shareholders:

I am "Deko" Hisayuki Idekoba, and I took over as CEO in April this year.

I am pleased to invite you to participate in our 61st Annual Shareholders Meeting.

First of all, I want to express that our hearts go out to everyone who has been affected by COVID-19 around the world. I would also like to express my sincere gratitude to medical professionals, who are making every effort to end the global spread of COVID-19.

Since I joined Recruit Co., Ltd. as a new graduate in 1999, I have been involved in the creation and management of various businesses, and this year marks my 22nd year with the Company. For the past three years, I have been in charge of formulating and executing the strategy for Recruit Holdings and the Group across all three SBUs.

Going forward, we will continue to work on our mission, "Opportunities for Life," which means connecting individual users and business clients faster, simpler and closer than ever before.

In pursuit of our mission, we are now outlining three specific pillars of our overall strategy.

The first is "Simplify Hiring," in other words, dramatically improving the quality and speed of matching to simplify the hiring process in the vast global HR Matching market by utilizing technology and data.

The second pillar is, "Help Business Work Smarter," in other words, beyond our Marketing and HR Solutions that we have been expanding in Japan, supporting our business clients in improving their performance and productivity through our Software as a Service ("SaaS") solutions, which are operational and management support tools.

And the third pillar is, "Prosper Together," in other words, seeking mutual prosperity with all stakeholders. While this philosophy has always been a part of our history, as the number of our individual users and business clients increases around the world, we feel that our mission and responsibility to contribute to a sustainable society is also increasing. That's why we decided to elevate this to one of our business strategies.

As COVID-19 continues to rage around the world, I believe that the short term economic and business environment will continue to be uncertain, due to differences in the progress of vaccination, the spread of new strains of virus, and the details of economic support in each country. We are closely monitoring the situation.

In any business environment, we will continue to provide useful products and services to society. I believe this is the role and responsibility we must fulfill.

I hope to make steady progress in the execution of our management strategies in parallel with prudent short-termdecision-making to respond to sudden changes in the business environment, while achieving solid results in the mid- to long-term. By doing this, I believe we can achieve a sustainable increase in our enterprise value.

Thank you for your continued understanding and support.

June 2021

Hisayuki Idekoba

CEO, President, and Representative Director of the Board

Recruit Holdings Co., Ltd.

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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2021	5
REFERENCE DOCUMENTS FOR THE ANNUAL MEETING OF SHAREHOLDERS	8
Proposal 1: Election of Six (6) Directors of the Board	8
Proposal 2: Election of One (1) Substitute Audit & Supervisory Board Member	19
Proposal 3:Revision of the Equity Compensation Plan for Directors of the Board, Etc.	21
Proposal 4:Revision of the Stock Option Plan for Directors of the Board (Excluding
Outside Directors)	26
Proposal 5:Proposal to Amend Articles of Incorporation	34

BUSINESS REPORT（April 1, 2020 - March 31, 2021)	35
Overview of the Company	35
Status of Shares	53
Leadership	56
Independent Auditor	64
Corporate Governance	65
CONSOLIDATED FINANCIAL STATEMENTS	75
NON-CONSOLIDATED FINANCIAL STATEMENTS	78
AUDIT REPORTS	81

Forward-Looking Statements

This document contains forward-looking statements, which reflect the Company's assumptions, estimates and outlook for the future based on the Company's plans and expectations as of March 31, 2021 unless the context otherwise indicates . There can be no assurance that the relevant forward-looking statements will be achieved. Please note that significant differences between such forward-looking statements and actual results may arise due to various factors, including changes in economic conditions, changes in individual users' preferences and enterprise clients' needs, competition, changes in the legal and regulatory environment, fluctuations in foreign exchange rates, and other factors. Accordingly, readers are cautioned against placing undue reliance on any such forward-looking statements. The Company has no obligation to update or revise any information contained in this document based on any subsequent developments except as required by applicable law or stock exchange rules and regulations.

Note Regarding Reference Translation

This document has been translated from the Japanese language original for reference purposes only and may not be used or disclosed for any other purpose without the Company's prior written consent. In the event of any conflict or discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail in all respects. The Company makes no representations regarding the accuracy or completeness of this translation and assumes no responsibility for any losses or damages arising from the use of this translation.

Third-Party Information

This document includes information derived from or based on third-party sources, including information about the markets in which we operate. These statements are based on statistics and other information from third-party sources as cited herein, and the Company has not independently verified and cannot assure the accuracy or completeness of any information derived from or based on third-party sources.

U.S. Disclaimer - Unsponsored American Depositary Receipt ("ADR")

The Company does not support or encourage, and has not consented to, the creation of any unsponsored ADR facilities in respect of its securities and in any event disclaims any liability in connection with an unsponsored ADR. The Company does not represent to any depositary institution, bank or anyone nor should any such entity rely on a belief that the Web site of the Company includes all published information in English, currently, and on an ongoing basis, required to claim an exemption under U.S. Exchange Act Rule 12g3-2(b).

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Definition of Abbreviations

In this document, the terms the "Company," "Recruit Group," "we," and "our" refer to Recruit Holdings Co., Ltd. and its consolidated subsidiaries unless the context indicates otherwise. The "Holding Company" refers to Recruit Holdings Co., Ltd. ("Recruit Holdings") on a standalone basis.

The Company's fiscal year starts on April 1 and ends on March 31 of each year. Accordingly, "FY2019" refers to the period from April 1, 2019 to March 31, 2020. References to "FY" or "fiscal year" for prior and subsequent are to 12-month periods commencing in each case on April 1 of the year indicated and ending on March 31 of the following year.

Q1 refers to the three-month period from April 1 to June 30, Q2 refers to the three-month period from July 1 to September 30, Q3 refers to the three-month period from October 1 to December 31, and Q4 refers to the three-month period from January 1 to March 31.

For other definitions, please refer to the chart below.

Abbreviation	Definition
SBU	Strategic Business Unit
IFRS	International Financial Reporting Standards

Definition of Financial Measures

Financial Measures	Definition
Adjusted EBITDA	Operating income + depreciation and amortization (excluding
	depreciation of right-of-use assets) ± other operating income/expenses
Adjusted profit	Profit attributable to owners of the parent ± adjustment items (excluding
	non-controlling interests)
	± tax reconciliation related to certain adjustment items
Adjusted EPS	Adjusted profit / (number of issued shares at the end of the period
	- number of treasury stock at the end of the period)
Profit available for dividends	Profit attributable to owners of the parent ± non-recurring income/losses ±
	tax reconciliation related to certain non-recurring income/losses
Adjustment items	Amortization of intangible assets arising due to business combinations
	± non-recurring income/losses
Non-recurring income/losses	Gains or losses from disposals of shares of associates, expenses relating
	to company restructuring, gains or losses from the sale or impairment of
	property and equipment, and income and expense items that the
	Company believes are unusual or non-recurring in nature which do not
	reflect the Company's underlying results of operations

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Change of Company Name

The name of the companies in this document is as of March 31, 2021, unless otherwise indicated. The companies that changed their names during FY2020 are indicated below.

Company Name	Company Name	Change
(prior to the change)	(as of March 31, 2021)
USG People France SAS	RGF Staffing France SAS	December, 2020
USG People Germany GmbH	RGF Staffing Germany GmbH	February, 2021

Also, the companies within Recruit Group that changed their names during April 1, 2021 to May 17, 2021 are indicated below.

Company Name	New Company Name	Change
(as of March 31, 2021)	(as of May 17, 2021)
USG People Holdings B.V.	RGF Staffing the Netherlands B.V.	April, 2021

Average Exchange Rate During the Period

(In yen)

	FY2019	FY2020
US dollar	108.70	106.10
Euro	120.81	123.76
Australian dollar	74.11	76.21

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