Copyright © 2013 by Link and Motivation Group All rights reserved.
Link and Motivation Inc.
Ordinary General Meeting of
Shareholders for the 13th Period
(Fiscal Year Ended December 31, 2012)
Copyright © 2013 by Link and Motivation Group All rights reserved.
Opening Remarks
Yoshihisa Ozasa
Chairman and Representative Director
1
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Report on Number of Voting Rights
Yoshihisa Ozasa
Chairman and Representative Director
2
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1. Auditors’ Report
2. Financial Statements Report
3. Explanation of Business Plan/Growth Strategy
4. Explanation of Proposals
5. Questions and Answers
6. Voting on Proposals
7. Closing Remarks
Agenda
◆ Introduction of Directors
3
Copyright © 2013 by Link and Motivation Group All rights reserved.
Auditors’ Report
Yutaka Honda
Full-time Auditor
4
Copyright © 2013 by Link and Motivation Group All rights reserved.
Financial Statements Report
Yoshihisa Ozasa
Chairman and Representative Director
5
Announcement of Results
for 2012
6
Copyright © 2013 by Link and Motivation Group All rights reserved.
Statements of Operations (Year-on-year Comparison)
● With the expansion of business fields, net sales and operating income increased
substantially compared with the previous year.
● Due to prior investments, operating income and ordinary income fell short of the plan,
but net sales and net income were as expected.
Consolidated (¥ million) 2011 Results 2012 Plan 2012 Results Results vs.
Plan YoY Change
Net Sales 10,507 18,600 18,705 +0.6% +78.0%
Operating
Income 812 1,260 1,149 -8.8% +41.5%
Ordinary
Income 810 1,220 1,133 -7.1% +39.8%
Net Income 596 700 708 +1.2% +18.7%
Copyright © 2013 by Link and Motivation Group All rights reserved.
2012 Link and Motivation Group Operating Structure
Copyright © 2013 by Link and Motivation Group All rights reserved.
● The Consumer Division and the Business Division both exceeded the plan and results in the
previous year due to the integration of Sales Marketing Co., Ltd. (Feb. 2012: Business Division)
and Aviva Co., Ltd. (Jun. 2011: Consumer Division), in addition to growth in existing businesses.
Sales and Gross Profit by Division Vs. Same Period of Previous Year
Consolidated (¥ million) [Gross profit in brackets]
2011 Results 2012 Plan 2012 Results Results vs.
Plan YoY Change
Business
Division
Net Sales 6,305 12,200 12,317 +1.0% +95.3%
Gross
Profit [3,547] - [5,033] - [+41.9%]
Consumer Division
Net Sales 4,352 6,850 6,852 +0.0% +57.4%
Gross
Profit [1,586] - [2,428] - [+53.1%]
9
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Business Division: Sales and Gross Profit Vs. Same Period of Previous Year
① Personnel System & Education Support increased substantially year on year due to strong sales
of education training services and consulting services.
② In Recruiting Support, sales increased as student recruitment services expanded as planned.
③ IR & SR Support decreased year on year due to the transfer of human resources to other fields.
④ Sales & Marketing Support expanded with the integration of Sales Marketing Co., Ltd. (Feb. 2012).
Consolidated (¥ million) [Gross profit in brackets]
2011 Results 2012 Plan YoY Change Product Trends
①Personnel System &
Education Support (MM)
2,645 3,200 +21.0% Education training
services↑
[1,485] [2,000] [+34.6%] Consulting services ↑
②Recruiting Support (EM) 2,322 2,548 +9.7%
Student recruitment
services↑
[1,528] [1,528] [+0.0%] Employment training
services↑
③IR & SR Support (IR) 696 619 -11.0% Annual reports↑
[343] [319] [-6.7%] Video distribution↓
④Sales & Marketing
Support (CM)
0 5,948 - Fashion temp staffing
[0] [1,184] - Communications/
electronics temp staffing
Copyright © 2013 by Link and Motivation Group All rights reserved.
Consolidated (¥ million)
[Gross profit in brackets] 2011 Results 2012 Results YoY Change Product Trends
①・② Schools
Preparatory Schools
3,722 6,209 +66.8% Personal computer
courses↑
[1,398] [2,228] [+59.3%] Qualification courses↑
③・④ Sports
Restaurant
630 642 +1.9% Sponsor revenues↑
[187] [199] [+6.6%] Income from goods↓
Consumer Division: Sales and Gross Profit Vs. Same Period of Previous Year
① Schools contributed significantly to consolidated earnings due to increases from the
integration of Aviva (Jun. 2011), new student enrollment and higher sales of courses for qualifications.
② Preparatory Schools results increased year on year with steady growth in enrollment.
③ For Sports, gross profit increased year on year due to growth in high-profit-margin
sponsorship income.
11
Copyright © 2013 by Link and Motivation Group All rights reserved.
Balance Sheets
Consolidated (¥ million) Dec. 31, 2011 Dec. 31, 2012 YoY Change
Current Assets 4,780 5,454 +674
Property and Equipment 3,699 4,848 +1,149
Total Assets 8,479 10,303 +1,823
Current Liabilities 3,819 4,553 +734
Long-term Liabilities 1,488 2,501 +1,013
Net Assets 3,172 3,248 +75
Total Liabilities and Net Assets 8,479 10,303 +1,823
● Substantial increases in assets and liabilities due to the integration of Sales Marketing Co., Ltd.
● Increase in net assets as the increase in net income offset decreases from payment of dividends
and stock repurchase.
12
Copyright © 2013 by Link and Motivation Group All rights reserved.
● 2012 Fourth-quarter Dividend
・As initially planned, a ¥300 per-share dividend, with a
planned payment date of March 25, 2013
2012 Fourth-quarter Dividend
1Q Actual 2Q Actual 3Q Actual 4Q Planned
Per-share dividend ¥500 ¥600
(dividend increase)
¥300 (reflects free stock
distribution)
¥300 (reflects free stock
distribution)
● Dividend Policy for 2012
・ Dividends paid quarterly
・ Fixed dividend of ¥300 for each quarter, ¥1,200 annually
Note: Free stock distribution and dividend increase with a record date of June 30, 2012
13
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Please refer to pages 35 – 44 of the
Notice of the General Meeting of
Shareholders for this information.
Non-consolidated Financial Statements
14
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Matters to Be Reported for 2013
Copyright © 2013 by Link and Motivation Group All rights reserved.
Matters to Be Reported for 2013
Change in Structure
for Directors
Addition of Daiei Education System
to the Group
Change in
Largest Shareholder
・Chairman and Representative Director
Yoshihisa Ozasa
・President and Representative Director
Hideki Sakashita
・ Acquisition of 100% of equity of
Daiei Education System Co., Ltd.
・ Transfer of Company shares from Chairman
and Representative Director Yoshihisa Ozasa
to PHENIX CO., LTD.
16
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Plan for 2013
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Consolidated (¥ million) 2012 Results 2013 Plan YoY Change
Net Sales 18,705 23,300 +24.6%
Operating Income 1,149 1,470 +27.9%
Ordinary Income 1,133 1,430 +26.1%
Net Income 708 770 +8.7%
Statements of Operations (Forecast of Full-year Consolidated Results)
● Substantial year-on-year increases planned for net sales and
each level of income
● Plan to reach record highs for operating income and ordinary income
18
Copyright © 2013 by Link and Motivation Group All rights reserved.
Net Sales (Forecast of Full-year Results by Segment)
Substantial year-on-year increases expected in both the Business
Division and the Consumer Division
Consolidated (¥ million) 2012 Results 2013 Plan YoY Change
Business Division Net Sales 12,317 15,000 +21.8%
Consumer Division Net Sales 6,852 9,000 +31.3%
19
Copyright © 2013 by Link and Motivation Group All rights reserved.
Net Sales (Forecast of Full-year Results: Business Division)
Forecast for substantial year-on-year growth in fields ①, ② and ③ as
corporate investment in human resources recovers and the need
for temp staff increases
Consolidated (¥ million) 2012 Results 2013 Plan YoY Change
① Personnel System & Education
Support (MM) 3,200 3,750 +17.2%
② Recruiting Support (EM) 2,548 3,100 +21.7%
③ Sales & Marketing Support (CM) 5,948 7,500 +26.1%
④ IR & SR Support (IR) 619 650 +5.0%
20
Copyright © 2013 by Link and Motivation Group All rights reserved.
Net Sales (Full-year Forecast: Consumer Division)
Substantial growth forecast in the academy-related field due to the
integration of Daiei Education System and steady growth of Aviva’s
qualification support service
Consolidated (¥ million) 2012 Results 2013 Plan YoY Change
Academy-related
(Schools/Preparatory Schools) 6,209 8,300 +33.7%
Entertainment-related
(Sports/Restaurant) 642 700 +8.9%
21
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● Dividends paid quarterly
● Fixed dividend of ¥300 for each
quarter, ¥1,200 annually
2013 Dividend Policy
22
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Strategies for Future Growth
Copyright © 2013 by Link and Motivation Group All rights reserved.
2013 Link and Motivation Group Operating Structure
24
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2013 Link and Motivation Group Operating Structure
Entertainment-related
Academy-related
Business-related
25
Copyright © 2013 by Link and Motivation Group All rights reserved.
① Business-related
Key Message: Motivation Company
Support for building and strengthening
relationships with all stakeholders
Corporation
Personnel System & Education Support
(for employees)
Investor and Stakeholder Relations Support
(for investors) Recruiting Support
(for job applicants)
Sales & Marketing Support
(for customers)
Motivation Management
Investor Relations Entry Management
Customer Management
26
Copyright © 2013 by Link and Motivation Group All rights reserved.
i-Company
Support at 461 bases nationwide for more than 60,000 people annually
Junior/Senior
High School Students
(Preparatory schools)
University Students
(Support for finding
employment)
Adults
(Career school)
② Academy-related
Key Message:
Support for human resources in independently building their careers
Note: Includes franchise bases
27
Copyright © 2013 by Link and Motivation Group All rights reserved.
Quality of Life
Link Tochigi BREX
No. 1 in Japan 3 years
after establishment
Link Dining
Italian restaurant in Ginza
③ Entertainment-related
Key Message:
28
Copyright © 2013 by Link and Motivation Group All rights reserved.
2013 Link and Motivation Group Operating Structure
Entertainment-related
Academy-related
Business-related
30
Copyright © 2013 by Link and Motivation Group All rights reserved.
Points for Future Strengthening
Strengthen cooperation among Group companies
Promote penetration of brand standardization
Aggressively enhance functions (including M&A)
(1)
(2)
(3)
31
Copyright © 2013 by Link and Motivation Group All rights reserved.
Points for Future Strengthening
Strengthen cooperation among Group companies
Promote penetration of brand standardization
Aggressively enhance functions (including M&A)
(1)
(2)
(3)
32
Copyright © 2013 by Link and Motivation Group All rights reserved.
Development Example ① Business Division: Recruiting Support
Link-i Inc. (Formerly Raise-i Inc.)
●Approx. 33,000 registered students
Overwhelming number of contacts
Aggressively develop a service that directly links companies and
students while training independent students
In addition to recruiting,
an introduction service
for new graduates
started at the end of
2012
Provide opportunities
to develop a career
Assemble students and help them grow Send students to companies
● Grasp of diverse staffing needs, from major corporations to venture companies, through the Business Division’s customer contacts with approx. 2,300 companies
Link and Motivation Inc. ×
33
Copyright © 2013 by Link and Motivation Group All rights reserved.
Development Example ② Consumer Division: Academy-related
January 1, 2013: Acquisition of 100% of equity of Daiei Education System
Features
●Support for obtaining diverse qualifications/skills
●A proven track record
Accounting (bookkeeping, tax accounting, CPA, etc.)
Business (financial planner, securities broker, etc.)
Legal (social insurance and labor consultant, notary
public, judicial scrivener, etc.)
Real estate (broker, condominium manager, etc.)
Public employee exams, medical office work, data
processing, interior designer and others
●A teaching style that makes learning easy
Able to offer the most appropriate teaching style,
including individual instruction, classroom instruction
and correspondence courses
Over 12,000 certifications obtained each year
Company Overview
Name: Daiei Education System Co., Ltd.
Representative: Yasuo Sato
Established: 1972
Annual sales: ¥2,245 million (2012)
Business: Qualification school business
Correspondence course business
Employees: 203 (as of January 1, 2013)
Head office: Osaka
Locations: 171 schools throughout Japan (as
of January 1, 2013), of which 29
are directly operated
34
Copyright © 2013 by Link and Motivation Group All rights reserved.
Development Example ② Consumer Division: Schools
Daiei Education System’s directly
managed schools
Aviva’s directly managed schools
(29 locations)
(115 locations)
35
Copyright © 2013 by Link and Motivation Group All rights reserved.
Development Example ② Consumer Division: Schools
×
Transfer Daiei’s
PC division to Aviva
Optimize the operation of
schools and services
Raise efficiency with
joint promotion
・Increase sales per customer by
consolidating overlapping divisions
at Aviva
・ Cut costs by opening joint outlets
・ Aviva will proactively offer “Daiei
on demand” contents for areas not
covered by Daiei
・ Cut costs by combining purchasing
・ Raise efficiency by sharing know-how
36
Copyright © 2013 by Link and Motivation Group All rights reserved.
Points for Future Strengthening
Strengthen cooperation among Group companies
Promote penetration of brand standardization
Aggressively enhance functions (including M&A)
(1)
(2)
(3)
37
Copyright © 2013 by Link and Motivation Group All rights reserved.
Entertainment-related
Academy-related Business-related
Current Group Brands
38
Copyright © 2013 by Link and Motivation Group All rights reserved.
Consulting on organizations and human resources
Link and Motivation Inc.
Human resources services to support sales and marketing
Sales Marketing Co., Ltd.
Event planning and management
Link Event Produce Inc.
Production of creative tools
Link Corporate Communications Inc.
Education and training support for global expansion
INTEC JAPAN
Recruiting/introduction of new graduates/mid-career employees
Raise-i Inc.
① Personnel
System
& Education
Support
② Recruiting
Support
④ IR & SR
Support
③ Sales &
Marketing
Support
Current Business Brands
39
Copyright © 2013 by Link and Motivation Group All rights reserved.
Foster an integrated
Group image More efficient
brand investment
Strengthen business cooperation
under an integrated “Link” brand
Business Brands Going Forward
40
Copyright © 2013 by Link and Motivation Group All rights reserved.
① Personnel
System
& Education
Support
② Recruiting
Support
④ IR & SR
Support
③ Sales &
Marketing
Support
Consulting on organizations and human resources
Link and Motivation Inc.
Human resources services to support sales and marketing
Link Marketing Inc.
Event planning and management
Link Event Produce Inc.
Production of creative tools
Link Corporate Communications Inc.
Education and training support for global expansion
Link Global Solution Inc.
Recruiting/introduction of new graduates/mid-career employees
Link-i Inc.
From April 1, 2013
Business Brands Going Forward
41
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Current Group Brands
Entertainment-related
Academy-related Business-related
42
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Planned establishment of
a new category brand for schools
(Tentative
name)
Academy-related Brand Going Forward
43
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Points for Future Strengthening
Strengthen cooperation among Group companies
Promote penetration of brand standardization
Aggressively enhance functions (including M&A)
(1)
(2)
(3)
44
Copyright © 2013 by Link and Motivation Group All rights reserved.
Business-related Function Map
Provide solutions for all stakeholders For employees (Personnel System
& Education Support)
For job applicants (Recruiting Support)
For customers (Sales & Marketing
Support)
For investors (IR & SR Support)
Consulting
Personnel recruiting/
Temp staffing/
Introduction
Diagnostic
research
Media
production
Event
management
Outsourcing 45
Copyright © 2013 by Link and Motivation Group All rights reserved.
Business-related Function Map
Provide solutions for all stakeholders For employees (Personnel System
& Education Support)
For job applicants (Recruiting Support)
For customers (Sales & Marketing
Support)
For investors (IR & SR Support)
Consulting
Personnel recruiting/
Temp staffing/
Introduction
Diagnostic
research
Media
production
Event
management
Outsourcing
New graduate
introduction
Company
newsletter
production
PR events
Call center
46
Copyright © 2013 by Link and Motivation Group All rights reserved.
Elementary/
Junior High/
High School Students
University
Students Adults
PC
skills
Languages
Qualifications
Portable
skills
i-Company support for every life stage
Consumer-related Function Map
Link-i Inc.
47
Copyright © 2013 by Link and Motivation Group All rights reserved.
i-Company support for every life stage
Consumer-related Function Map
Elementary/
Junior High/
High School Students
University
Students Adults
PC
skills
Languages
Qualifications
Portable
skills Link-i Inc.
48
Copyright © 2013 by Link and Motivation Group All rights reserved.
Points for Future Strengthening
Strengthen cooperation among Group companies
Promote penetration of brand standardization
Aggressively enhance functions (including M&A)
(1)
(2)
(3)
49
Copyright © 2013 by Link and Motivation Group All rights reserved.
Explanation of Proposals
Yoshihisa Ozasa
Chairman and Representative Director
50
Copyright © 2013 by Link and Motivation Group All rights reserved.
Proposal 1: Election of Four Directors
Director Candidates
Yoshihisa Ozasa Chairman and Representative
Director
Hideki Sakashita President and Representative
Director
Akira Suguro Manager of R&D Division
Shunichi Ohno Manager of Corporate Design Division
Note: Planned positions upon taking office
51
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Article 11. Convener and
Chairperson 1. The meeting of the general
shareholders shall be convened and
presided over by the President,
except as otherwise provided by laws
and regulations.
2. In the event that the President is
unable to fulfill his/her duties due to
an accident, a different director shall
convene and preside over the
meeting of the general shareholders
in an order predetermined by the
Board of Directors.
Proposal 2: Partial Amendment of Articles of Incorporation
Article 11. Convener and
Chairperson 1. The meeting of the general
shareholders shall be convened and
presided over by a director
predetermined by the Board of
Directors, except as otherwise
provided by laws and regulations.
2. In the event that the above-
mentioned director is unable to fulfill
his/her duties due to an accident, a
different director shall convene and
preside over the meeting of the
general shareholders in an order
predetermined by the Board of
Directors.
Before Amendment After Amendment
52
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Voting on Proposals
54
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Proposal 1: Election of Four Directors
Director Candidates
Yoshihisa Ozasa Chairman and Representative
Director
Hideki Sakashita President and Representative
Director
Akira Suguro Manager of R&D Division
Shunichi Ohno Manager of Corporate Design Division
Note: Planned positions upon taking office
55
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Article 11. Convener and
Chairperson 1. The meeting of the general
shareholders shall be convened and
presided over by the President,
except as otherwise provided by laws
and regulations.
2. In the event that the President is
unable to fulfill his/her duties due to
an accident, a different director shall
convene and preside over the
meeting of the general shareholders
in an order predetermined by the
Board of Directors.
Proposal 2: Partial Amendment of Articles of Incorporation
Article 11. Convener and
Chairperson 1. The meeting of the general
shareholders shall be convened and
presided over by a director
predetermined by the Board of
Directors, except as otherwise
provided by laws and regulations.
2. In the event that the above-
mentioned director is unable to fulfill
his/her duties due to an accident, a
different director shall convene and
preside over the meeting of the
general shareholders in an order
predetermined by the Board of
Directors.
Before Amendment After Amendment
56
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Closing Remarks
57
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Introduction of
Elected Officers