CyberAgent : Notice on Establishment of Nomination and Remuneration Advisory Committee

October 30, 2019

CyberAgent, Inc. (TSE: 4751)

Susumu Fujita, President

Notice on Establishment of Nomination and Remuneration Advisory Committee

CyberAgent, Inc. (TSE:4751) announces that the Company resolved at its Board of Directors' meeting held today to establish a Nomination and Remuneration Advisory Committee as an optional advisory body of the Board of Directors.

1. Purpose of establishment

The Company decided to establish a Nomination and Remuneration Advisory Committee as the Board of Directors' optional advisory committee. The committee mostly consists of Independent Outside Directors for the purpose of strengthening the Board Director's independence and objectivity, and further enhancing corporate governance.

2. Role of the Nomination and Remuneration Advisory Committee

In response to the Board of Directors' request for consultation, the Nomination and Remuneration Advisory Committee shall deliberate the matters shown below and submit a report to the Board of Directors.

1. Remuneration system for Directors.
2. Performance evaluation of Directors and amount of remuneration.
3. Appointment and dismissal of Directors.
4. Enactment of policy on the appointment and dismissal of Directors.
5. Other matters deemed necessary by the Board of Directors.

3. Structure of the Nomination and Remuneration Advisory Committee

The Committee shall have a majority of Independent Outside Directors. The five persons shown below were elected as the Committee members at the Board of Directors' meeting held today.

Susumu Fujita, President

Koichi Nakamura, Outside Director (Independent)

Masao Horiuchi, Outside Director (Independent) (Audit and Supervisory Committee) Isao Numata, Outside Director (Independent) (Audit and Supervisory Committee) Toko Shiotsuki, Director (Full-time Audit and Supervisory Committee Member)

4. Date of establishment October 30, 2019