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Corporate Governance

Directors and Reasons for Nomination

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Shintaro Yamada Date of birth: September 21, 1977

  • Number of Board of Directors meetings attended
    14/14
  • Number of Mercari shares owned
    37,192,530 shares
  • Number of shares to be issued upon exercise of Mercari stock acquisition rights owned
    1,920,000 shares
  • 略歴並びに当社における地位及び担当 Career summary and positions held in Mercari

    • Aug. 2001
      Established Unoh Inc., Representative Director
    • Feb. 2005
      Trade name of Unoh Inc. changed to Unoh Co., Ltd.
    • Sept. 2010
      General Manager of Zynga Japan K.K.
    • June 2012
      Established suadd K.K., Representative Director (current position)
    • Feb. 2013
      Established Kouzoh Inc. (currently the Company), Representative Director and President
    • Mar. 2014
      Director of Mercari, Inc. (US) (current position)
    • Apr. 2017
      Representative Director and Chief Executive Officer of the Company
    • Sept. 2019
      Representative Director, CEO of the Company (current position)
  • 重要な兼職の状況 Significant concurrent positions

    • Director of Mercari, Inc. (US)
  • 取締役候補者とした理由 Reasons for nomination

    Since the Company’s founding in February 2013, Shintaro Yamada has led the management of the Group as Representative Director, and he has contributed to enhancing the enterprise value of the Group as a whole, including the global development of the Mercari C2C marketplace. Expecting that he can contribute to the further growth of the Group as a whole and improve enterprise value through his entrepreneurial ideas and strong leadership going forward, the Company has once again nominated him as a candidate for Director.
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Fumiaki Koizumi Date of birth: September 26, 1980

  • Number of Board of Directors meetings attended
    14/14
  • Number of Mercari shares owned
    1,516,330 shares
  • Number of shares to be issued upon exercise of Mercari stock acquisition rights owned
    980,400 shares
  • 略歴並びに当社における地位及び担当 Career summary and positions held in Mercari

    • Apr. 2003
      Joined Daiwa Securities SMBC Co. Ltd. (currently Daiwa Securities Co. Ltd.)
    • Dec. 2006
      Joined mixi, Inc.
    • June 2008
      Director of mixi, Inc.
    • Dec. 2013
      Joined the Company
    • Mar. 2014
      Director and Head of Corporate Division of the Company
    • Apr. 2017
      Director, Chief Operating Officer, and Head of Corporate Division of the Company
    • Aug. 2019
      CEO of Kashima Antlers F.C. Co., Ltd. (current position)
    • Sept. 2019
      Director, President (Chairman of the Board) of the Company (current position)
  • 重要な兼職の状況 Significant concurrent positions

    • CEO of Kashima Antlers F.C. Co., Ltd.
  • 取締役候補者とした理由 Reasons for nomination

    Since joining the Company in 2013, Fumiaki Koizumi has driven the growth of the Corporate Division. In addition, since his appointment as Director of the Company, while leading the management of the Company as a whole, he has worked hard especially in the fields of public relations, corporate communications, ESG, etc., and he has contributed to enhancing the enterprise value of the Group as a whole. Expecting that he can contribute to the further growth of the Group as a whole and improve enterprise value going forward through his extensive experience and keen insight, particularly in the field of public relations, as well as in the management of Kashima Antlers F.C. Co., Ltd., which has newly joined the Group, the Company has again nominated him as a candidate for Director.
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Ken Takayama Date of birth: June 6, 1964

  • Tenure as Outside Director
    2 year
  • Number of Board of Directors meetings attended
    14/14
  • Number of Mercari shares owned
    0 shares
  • 略歴並びに当社における地位及び担当 Career summary and positions held in Mercari

    • Apr. 1988
      Joined The Industrial Bank of Japan, Limited (currently Mizuho Bank, Ltd.)
    • Nov. 1999
      Managing Director of Rakuten, Inc.
    • Feb. 2010
      Chief Financial Officer of Rakuten, Inc.
    • July 2014
      Outside Director of STAR FESTIVAL INC.
    • June 2015
      Outside Director (Audit and Supervisory Committee Member) of TECHMATRIX CORPORATION (current position)
    • Sept. 2018
      Outside Director of the Company (current position)
    • Nov. 2018
      Outside Director (Audit and Supervisory Committee Member) of Metaps Inc. (current position)
    • May 2019
      Outside Director of MEDIA DO HOLDINGS Co., Ltd. (currently MEDIA DO Co., Ltd.) (current position)
  • 重要な兼職の状況 Significant concurrent positions

    • Outside Director (Audit and Supervisory Committee Member) of TECHMATRIX CORPORATION
    • Outside Director (Audit and Supervisory Committee Member) of Metaps Inc.
    • Outside Director of MEDIA DO Co., Ltd.
  • 取締役候補者とした理由 Reasons for nomination

    Ken Takayama has been providing advice and opinions regarding the management and finance of the Company as Outside Director by utilizing his specialized knowledge and extensive experience in financial businesses and managing internet services companies. The Company has nominated him to be re-appointed as Outside Director to contribute to the further strengthening of the Group’s management structure.
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Masashi Namatame Date of birth: September 27, 1964

  • Tenure as Outside Director
    2 year
  • Number of Board of Directors meetings attended
    14/14
  • Number of Mercari shares owned
    0 shares
  • 略歴並びに当社における地位及び担当 Career summary and positions held in Mercari

    • Apr. 1988
      Joined The Long-Term Credit Bank of Japan, Limited (currently Shinsei Bank, Limited)
    • May 1998
      Joined KPMG Peat Marwick (currently KPMG LLP)
    • Oct. 1998
      Advisor of Financial Supervisory Agency (currently Financial Services Agency)
    • Jan. 2000
      Director of Investment Banking Department of Deutsche Securities Limited (currently Deutsche Securities Inc.)
    • Aug. 2004
      Executive Director of Morgan Stanley Japan Limited (currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.)
    • Nov. 2007
      Managing Director of Investment Banking Division of Deutsche Securities Inc. Head of Public Sector Group/ Financial Institutions Group
    • June 2012
      Head of Business Development of Visa Worldwide Japan Co., Ltd.
    • Sept. 2015
      Member of the Board of Directors, Managing Director of BlackRock Japan Co., Ltd.
    • Sept. 2018
      Outside Director of the Company (current position)
    • Apr. 2020
      Executive Officer and General Manager of Digital Strategy Dept. of Tokio Marine Holdings, Inc. (current position)
  • 重要な兼職の状況 Significant concurrent positions

    • Executive Officer and General Manager of Digital Strategy Dept. of Tokio Marine Holdings, Inc.
  • 取締役候補者とした理由 Reasons for nomination

    Masashi Namatame has been providing advice and opinions regarding the management and financial business of the Company as Outside Director by utilizing his specialized and global knowledge and extensive experience in the banking, securities, and investment industries. The Company has nominated him to be re-appointed as Outside Director to contribute to the further strengthening of the Group’s management structure.
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Makiko Shinoda Date of birth: March 1, 1968

  • Tenure as Outside Director
    - year
  • Number of Board of Directors meetings attended
    -/-
  • Number of Mercari shares owned
    0 shares
  • 略歴並びに当社における地位及び担当 Career summary and positions held in Mercari

    • Apr. 1991
      Joined The Long-Term Credit Bank of Japan, Limited (currently Shinsei Bank, Limited)
    • Sept. 1998
      Joined McKinsey & Company, Inc.
    • Oct. 2002
      Joined Novartis Pharma K.K.
    • July 2007
      Head of Finance for Nestlé Nutrition K.K.
    • Dec. 2008
      Director & CFO of Tokyo Itoi Shigesato Office (currently Hobonichi Co., Ltd.)
    • Mar. 2020
      Director at YeLL Inc. (current position)
  • 重要な兼職の状況 Significant concurrent positions

    • Director at YeLL Inc.
  • 取締役候補者とした理由 Reasons for nomination

    Makiko Shinoda is expected to contribute to the Company’s continual growth from her experience working in a financial institution and as a CFO, her familiarity with governance, equities, and finance, and her broad-ranging experience from major global firms to startups. The Company has nominated her to be newly appointed as Outside Director to contribute to the further strengthening of the Group’s management structure.
  • 1.
    There is no special interest between any candidates and the Company.
  • 2.
    Ken Takayama, Masashi Namatame, and Makiko Shinoda are candidates for Outside Director. The Company has entered into agreements, in accordance with Article 427, Paragraph 1 of the Companies Act, with Ken Takayama and Masashi Namatame to limit their liabilities to compensate damages under Article 423, Paragraph 1 of the same Act. The limitation on liability to compensate damages under such agreement is set out to be the amount provided for in Article 425, Paragraph 1 of the same Act. If the re-election of Ken Takayama and Masashi Namatame is approved, the Company plans to renew the aforementioned limited liability agreements with them. Furthermore, if the election of Makiko Shinoda is approved, the Company plans to enter into a similar limited liability agreement with her.
  • 3.
    The Company has submitted notification to the Tokyo Stock Exchange that Ken Takayama and Masashi Namatame have been appointed as independent directors provided under the regulations of the Tokyo Stock Exchange. Furthermore, if the election of Makiko Shinoda is approved, she is scheduled to be an independent director as provided for by the Tokyo Stock Exchange.
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Financial Results

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