ANNUAL REPORT 2014 New Corporate Philosophy

In the 6th anniversary of its foundation, T-Gaia set a new corporate philosophy to take on a challenge toward the future. の徹底」 実現」 「現場主義 ドの TG Vision T-Gaia’ s Corporate Vision へ 「スマホワールクストステージ 更なるネ Lead the Way toward the Future “Thorough Hands-on Approach” “Realization of World” & Advancing to the Next Stage. Take a Leap for Tomorrow

T-Gaia Group has set its new corporate philosophy. The “New Corporate Philosophy” created mainly by the internal project T-Gaia’ s Corporate Mission team focuses on “challenging” spirits, and shall be the guideline for the Group. Based on the “New Corporate Philosophy,” TG Mission T-Gaia will strive to make a big step forward while contributing to society as an emerging and spirited company that “assumes the significant role of communication.” T-Gaia will propose new ways of communication to provide our customers with excitement, delight, and safety. More specifically, our efforts will be concentrated in the following businesses: Proactive development of smartphone T-Gaia will thank its employees as well as their families and provide them with equal opportunities and rewards to challenge something new.

accessory shops in response to the full-fledged dissemination of smart devices and heightened needs for cloud computing T-Gaia will develop strong relationships with all the business partners and seek for mutual benefit under the fair and healthy conditions of services; Acquisition of WAM!NET Japan K.K., a service provider of transmission of large volumes of data using cloud business transaction.

platforms, into a consolidated subsidiary; Improvement of service quality and enhancement of front-line sales staff’ s ability T-Gaia will contribute to all societies and regional communities through our global business activities. by “TG Academy,” an in-house training/educational institution; and expansion and reinforcement of settlement service for T-Gaia will thank all the stakeholders including our shareholders for their trust and confidence in our practice, and keep enhancing our corporate value. , etc. Also, we will focus on further evolution and development of our corporate slogans, “Thorough Hands-on As a leading company in the industry, T-Gaia will go ahead of change of the times to develop new markets in addition to expanding our existing businesses. Approach” and “Realization of Smartphone World” towards the next stage, with the aim of providing customers with more comfortable environment for using smartphone. We appreciate supports from a number of stakeholders including our customers, carriers and business partners as sales agents. Through company-wide structural reforms, we pursue sustainable growths to realize an entity TG Action Our Code of Conduct with more robust management foundation. We look forward to your continued support. We always act with a customer-driven attitude.

We provide the highest-quality service to be appreciated by everyone. Tetsuro Takeoka, We keep moving ourselves higher as professionals. President & CEO (Chief Executive Officer) Table of Contents We respect and compete with each other to develop our infinite potentials. We seek for open & constructive communication. ■Message from the President …………………………………………… 01 ■Settlement Service Business …………………………………………… 11 ■New Corporate Philosophy ……………………………………………… 02 ■Overseas Business/Overseas Bases for Business and Sales Operations…… 13 We value teamwork to achieve the best performance. ■Mobile Business …………………………………… 03 ■CSR …………………………………………………………………… 14 We always act on high ethical standards and strengthen our compliance structure. ■Bases for Business and Sales Operations ……………………………… 05 ■Compliance …………………………………………………………… 15 ■TG Academy …………………………………………………………… 07 ■Financial Information …………………………………………………… 16 We are not satisfied with our current situation; we keep challenging something new aggressively with our passion and a sense of speed. ■Smart Labo / AppBank Store …………………………………………… 08 ■Topics & Corporate History ……………………………………………… 17 ■Business Solution Marketing …………………………………………… 09 ■Corporate Profile ……………………………………………………… 18

1 2 Mobile Telecommunications Business 4 Shops in Shops (Home Stores/ Appliances Large Retail Stores Retail Large General Supermarkets) Merchandise Consignment Dependable after-sales service Shops dealing (Carrier Shops/ (Carrier Agents’ Shops Shops Agents’ Multi-carrier brands) Multi-carrier explanations on the functions of tablet PCs, and proposing various ways to meet customer needs simultaneous as a such scenarios usage and use of a feature phone and a tablet PC, or a combined use of a smartphone and a tablet PC. Furthermore, we provide comprehensive supports to customers with the of aim realizing quality smartphone life by improving customer convenience and customer satisfaction (CS) through proposing and providing diverse products and services such as not only sale of mobile terminals but also related products and services smartphones PCs. for tablet and High-quality sales agents sales Users (service providers) sales industry sales phone Mobile Characteristics of Characteristics line-up An extensive An Direct sales Development of telecommunications infrastructures telecommunications of Development Provision of new services Sells mobile phones through various channels NTT DOCOMO, au (KDDI), Softbank Mobile, eAccess, and so on Multi-carrier brands)Multi-carrier (Customers / Corporate Clients) Telecommunications carriers Telecommunications Directly-managed Shops (Carrier Shops/Shops dealing Recently, shiftsRecently, not only from feature phones to smartphones but also from PCs to tablet PCs have been taking number of Total place rapidly. tablet PCs shipped in the fiscal year ended 30.5%year-on-year a on by soared 2014 March basis million, to 7.48 and it is expected the number will increase by 23.0% to 9.2 exceed in the million fiscal year ending March 2015. (Source: Ltd.) Institute, MM Research Reflecting such a situation, it is anticipated that the “Smartphone PC World” & Tablet will be realized in which smartphones and tablet PCs will lead the not entire merely economy, individual lives in the future. Under these circumstances, our proactive sales efforts are also focused on tablet PCs while providing “on-site experience” through specific Our proposals for diverse products and services supports provide overall to customers’ Smartphone life Not only our corporate head office but also our regional headquarters and branch offices across Japan local implement area marketing that best fits the local conditions of each area, while ensuring consistency with telecommunications carriers’ regional strategies. Our shop concepts two into types divided suburban — largely are and city center types. manage We the entire business processes from project planning to shop operations and in a comprehensive elaborate manner to ensure that they fully meet the needs of each local area. By leveraging our ability to produce appealing shops that has been nurtured through years of experience, we have deployed “cutting-edge” mobile phone shops that focus on the enhancement of customer (CS).satisfaction Development of appealing shops of appealing Development to suit the local environment

with major telecommunications carriers in Japan and abroad. Based on the trust of our business partners, we actively promote flexible and creative sales strategies, catering to varying client needs by promptly responding to market trends, such as the full-scale penetration of smartphones and tablet computers. In addition, one of our strengths is our ability to implement effective sales strategies by offering an extensive lineup of related products, such as accessories, and contents, of all which are indispensable for mobile terminals, and new businessdeveloping models. We have beenWe building good business partnerships Effective sales strategies formed from good partnerships We put importance on connection. on importance put We million units sold by T-Gaia in Japan Number of mobile handsets mobile of Number (Including WiFi-dedicated devices)(Including WiFi-dedicated Creating future of mobile communications mobile of future Creating challenge of spirit our with scale of advantage taking million units 5.6 % for mobile phone in Japan Total number of subscribers of number Total Mobile Mobile Business T-Gaia's market share

12.7 in mobile phone sales in Japan in sales phone mobile in

As one of the largestAs one of primary distributors in Japan for telecommunications carriers business operations that have sell mobile phones, we throughout Japan and markets, in overseas including smartphones, (PHS) personal system handy-phone communication anddevices, as tablet computers, non-vocal as well frames, Wi-Fi routers as digital photo and data cards) (such devices through our sales channels across Japan also and and overseas, we high-qualityprovide support services. Telecommunications Telecommunications 139.55 Mobile Telecommunications Business Telecommunications Mobile 3 Bases for Providing high-quality service through diversified sales channels, Business and Sales Operations valuing communication with customers

Our sales network covers Japan nationwide. Our diverse sales channels consist of approximately 2,400 shops, ranging Directly-managed shop with Cooperating with shops Mobile Telecommunications Business from our directly managed carrier shops to shops run by independent agents and shops at our business partners advanced expertise operated by agents such as large retail stores and general merchandising stores (GMS). While our collective strengths and economy of scale are our competitive advantages, we also focus on better communication to ensure that we can stay connected We intend to continue to focus on promoting the Our expertise cultivated in operating mobile phone deployment of directly managed shops by leveraging to people in meaningful ways. Each of our shops serves the as forefront of ensuring and keeping good communication shops, which has been nurtured over the years our abundant experience. Our highly professional through operating our directly managed shops, is with our customers. We are committed to providing high quality attentive services to customers at all times. staff, who have been trained through our original effectively utilized in the operation of shops managed training programs offered by “the TG Academy”, etc., by independent agents. In line with “the TG Way”, we will be there to help customers with a full line of effectively manage communications to ensure that we Head office, Regional Headquarters and Branch Offices Address Telephone Number services. stay closely connected to customers throughout Japan. Ebisu Neonato 14-18F 4-1-18 Ebisu, Head office Shibuya-ku, Tokyo 150-8575

Mobile Telecommunications Business Mobile Telecommunications shops Ebisu Neonato 4-1-18 Ebisu, 1,221 Shibuya-ku, Tokyo 150-8575 61 or more 41 to 60 21 to 40 1 to 20 Number of our group shops shops shops shops carrier shops (in Japan) West Japan Regional Dojima Avanza 15F, 1-6-20 Dojima, Kita-ku, East Japan 06-4560-6600 Headquarter Osaka City, Osaka Prefecture 530-0003 Number of directly-managed carrier shops Regional Headquarter Number of agents' carrier shops Tokai Regional Nagoya Intercity 6-7F, 1-11-11 Nishiki, Naka-ku, Nagoya City, Aichi Prefecture Headquarter 460-0003 Hakata Gion Center Place 10F, 7-20 Kyushu Regional Gionmachi, Hakata-ku, Fukuoka City, Headquarter Fukuoka Prefecture 812-0038 Sumitomo Corp. Fukamiya Odori Bldg. 8F, 8-2 Odori-nishi, Chuo-ku, Sapporo City, Hokkaido Branch Hokkaido 060-0042 No. of directly managed shops: 18 shops Renart Sendai 13F, 2-15-1 Honcho, Aoba-ku, No. of agents' Tohoku Branch Sendai City, Miyagi Prefecture 980-0014 carrier shops: 30 shops Hokkaido Branch N-Bldg. 3F, 1-1-24 Kamitokoro, Chuo-ku, Niigata Branch Niigata City, Niigata Prefecture 950-0994

Eastgate Nagano Bldg. 6F, 991-1 Kurita, Nagano Branch Nagano City, Nagano Prefecture 380-0921

Kanazawa Park Bldg. 3F, 3-1-1 Hirooka, Kanazawa City, Ishikawa Prefecture Hokuriku Branch 920-0031 Hiroshima Green Bldg. 8F, 8-12 Nakamachi, Naka-ku, Hiroshima City, Hiroshima Chugoku Branch Prefecture 730-0037 No. of directly Nissei Takamatsu Bldg. 9F, 1-1-5 Bancho managed shops: 15 shops Takamatsu City, Kagawa Prefecture No. of agents' 760-0017 carrier shops: 6 shops Shikoku Branch

T-GAIA(SHANGHAI) Unit 2906-2907,Tower A,100 Zunyi Road, No. of directly CORPORATION Shanghai 200051,China Tohoku Branch managed shops: 23 shops No. of agents' carrier shops: 46 shops Niigata Branch

No. of directly No. of directly managed shops: 31 shops managed shops: 10 shops Hokuriku Nagano Branch No. of agents' No. of agents' Branch managedNo. of directly shops: 15 shops carrier shops: 67 shops carrier shops: 22 shops No. of agents' carrier shops: 6 shops Head office No. of directly East Japan No. of directly Tokai Regional West Japan Regional Headquarter Regional managed shops: 23 shops Headquarter No. of agents' Headquarter managed shops: 60 shops carrier shops: 238 shops Chugoku Branch No. of agents' (including six shops Shikoku Branch managed by carrier shops: 144 shops TG Miyazaki) Kyushu Regional Headquarter No. of directly managed shops: 37 shops No. of agents' carrier shops: 153 shops No. of directly No. of directly managed shops: 12 shops No. of directly managed shops: 2 shops No. of agents' managed shops: 26 shops No. of agents' carrier shops: 22 shops No. of agents' carrier shops: 15 shops Touchy communication. carrier shops: 200 shops

5 6 Opened an in-house internalaining/educational tr institution Making individual smartphone TG Academy Smart Labo / to further strengthen front-line sales staff’s ability AppBank Store life much more enjoyable

TG Academy The market scale of smartphone-related products is expected to expand from ¥202.6 billion in the fiscal year /AppBank Store Labo Smart ended March 2014 to ¥254.4 billion in the fiscal year ending March 2017. (Source: MM Research Institute, Ltd.) In April 2012, we opened “the TG Academy”, an in-house serving customers with courtesy, friendliness, and targeted at route sales representatives who make the training/educational institution, for the purpose of educating respect; and training to prepare sales staff for qualification rounds of large retail stores. In order to ensure that all our We commenced operations of smartphone accessory shops in November 2012 and training our sales staff. Education and training tests, among others. Our sales staff members are also sales staff members share common perceptions about in response to the accessory market needs that has been growing year by year. programs at “the TG Academy” primarily focus on required to attend content-rich education and training the social significance of our sales operations and other enhancing “Front-line sales staff’s ability” to execute sessions offered by 47 “Supervisors (SV)” (as of April 1, matters, we also communicate “the TG Way”, which is an Sale of smartphone cases Promoting full-fledged effectively to achieve ongoing quality improvements in 2014) and “Shop Trainers” (both positions are newly all-important guiding principle for our sales staff, to them sales so that higher customer satisfaction (CS) can be established). By assigning our sales staff members who at the time of training so that they fully understand and and various other related products EC websites TG Academy achieved at all times. Our sales staff members are have been fully educated and trained through these implement this guiding principle. Additionally, we post on required to go through a variety of training programs extensive educational and training programs to each of the Company’s intranet a list of names of those sales A wealth of fashionable product lineup for “Smart Labo Rakuten Ichiba” was opened in according to their years of experience, career development our directly managed shops across Japan, we plan to staff who have passed qualification tests, customer customers’ Smartphone life including smartphone March 2013 leveraging a wealth of product lineups plans (CDP), and other criteria. Such training programs further strengthen the sales capabilities of our shops compliments for good service by our sales staff, and cases, screen protection films in addition to at real stores. In April 2014, we launched “Smart include staff training when they are newly assigned nationwide. In addition, we have expanded training the results of sales staff contests to compete in the batteries and speakers are found in the shops. We Labo Online,” our own EC website. To meet diverse to shops; training to improve the skills of taking care of programs that are geared to the types of job, such as skills of serving customers, among other things, in an operate a total of 13 accessory shops nationwide customer needs, the number of items we handle customers; skills enhancement training in preparation “Shop Manager Training”, which is targeted at the shop effort to further improve the awareness and motivation comprising “Smart Labo,” our brand shops and reaches approximately 26,000, which is the for a variety of sales staff contests sponsored by managers of carrier shops across the nation, and “Route of our sales staff members. “AppBank Store” that we jointly operate with largest scale in the industry, and we promote an telecommunications carriers to compete in the skills of Sales Representative (or Rounder*) Training”, which is AppBank Store to meet a wide variety of customer omni-channel strategy by partnering with our *A route sales representative makes the rounds of home appliance mass retailers that sell mobile phones or the mobile phone sales sections of general merchandising stores in his/her territory and follows up on their needs. directlydirectly operatedoperated stores. WeWe willwill contcontinueinue to makemake sales activities by restocking or deploying products for sales promotion campaign, setting up a store or sales space, and gathering information, among other things. newnew ddevelopmentsevelopments bbyy consconsistentlyistently handlinghandling cutting-edgecutting-edge productsproducts..

* AppBank Store® is a registered trade mark of AppBank Store.

To realization of smartphone world, we aim to develop human resources rapidly. We'll make the smartphone a part of fashion.

7 8 Business Proposing tomorrow’s telecommunication Solution Marketing solutions in a creative manner

We, T-Gaia, as the primary agent for telecommunication operators, will contribute to create tomorrow’s Business Marketing Solution telecommunications environment by exerting our three characteristics, which are good partnerships with all major telecom operators, skill of proposals for a variety of products adapted to the market, and excellent sales and marketing operations throughout the country. We support acceleration of business Contributing to Major telecommunication operator business counterparts (service providers) with “GigaCC” by WAM!NET Japan K.K. a prosperous network environment Mobile Telecommunications Business (for corporate clients) Communication Network Service WAM!NET Japan K.K. is a consolidated subsidiary smartphones, enabling the user to safely view the At the center of our Communication Network Service and a cloud service provider of transmission of large documents outside the office, which is also effectively is the penetration/expansion of broadband services NTT East, NTT West, volumes of data using cloud platforms and shared with networks as the primary axis. NTT DOCOMO, utilized to implement presentations to customers NTT Communications, KDDI, services for corporate clients including large using a tablet PC. Throughout the country, we are making efforts to au (KDDI), Softbank Telecom, manufacturers, pharmaceutical companies, In alliance with WAM!NET Japan, we will promote establish a stronger sales network, including Business SolutionBusiness Marketing Softbank Mobile, STNet (Shikoku Electric Power Company Group), construction companies, printing companies and acceleration of business by combining smart devices developing and cultivating dominant agents as well and eAccess, QTNet (Kyushu Telecommunication Network Co., Inc.), publishers, content production companies, etc. With and cloud computing services. Additionally, concurrently as expanding various new sales channels. the dissemination of smart devices, the effective use with the sale of smart devices, we will propose mobile Furthermore, we will aggressively work on the and so on etc. of cloud computing services has become essential to device management (MDM) tools and cloud computing diversification of sales methods; such as including improve business efficiency. WAM!NET Japan’s core services for GigaCC, and MovinoStar Secured Service various content services, e.g. video related services; service, “GigaCC,” has been introduced by a number providing services that match the market needs, for movino star — a total platform T-GAIA Smart SUPPORT provides (MSS) as a tool for browsing internal emails using of corporate clients as the industry’s leading online mobile devices, to provide total solutions for example expanding the line-up of combination for management, operation, comprehensive support to storage service to encourage internal communications activation of sales activities and improvement of products; offering usage scenarios; creating new accounting, and settlement corporate clients Mobile device management (MDM): ensuring security. “GigaCC” offers an application for business efficiency to our corporate clients. markets through alliances with corporations in different industries; and taking in our corporate relating to telecommunications mdport solution provides a full clients’ market needs. We offer “the T-GAIA Smart SUPPORT”, our solution package range of security measures Business models are about to go through major that meets the individual needs of each corporate client, changes with the coming of the next-generation With the rapid popularization of smart-phones, tablet providing our clients with comprehensive support, ranging networks, which will broaden the possibilities of computers, etc., telecommunication devices have from the management of communication devices to the The mdport solution is our mobile device information communication. We will proactively take become increasingly more diverse each year. Given optimization of communication costs. management (MDM) tool that performs a variety of these circumstances, we offer movino star, our functions, ranging from an integrated management of on the challenges to propose new services such as application service provider (ASP) managed services, configuration settings and information of devices to rental devices and lifecycle management in light of that caters to a broad range of needs for the Help Desk / Kitting handling theft or loss of devices and controlling their the full-scale introduction of tablet computers management and operation of a variety of Security Desk Services use environments. In the event that a client loses a enabled by spread of Wi-Fi and contribute toward the telecommunication devices and fixed-line telephones smartphone, with mdport solution, it is possible to building of a prosperous network environment for the that are in use by corporate clients. With the Providing Comprehensive properly control the smartphone remotely, such as future. Support to Corporate Clients combined use of our unique consulting services, remote locking or remote wiping (to delete movino star also helps corporate clients more information). The mdport solution enables corporate effectively achieve improved operating efficiency and Consulting Master Management clients to resolve a variety of security-related cost reductions. Services Services problems with devices, including a reduction in administrators’ workload. Steadily growing sales for corporate Five Solutions Offered by clients through consulting services T-GAIA Smart SUPPORT

Help Desk services enable Mobile phones, smartphones, tablet computers, and administrators to reduce their Help Desk other mobile communication devices have become workload by handling employee extremely important information assets for inquiries on their behalf. corporations. But, they often face a major challenge Security Desk services provide in properly operating these communication devices Security Desk security measures 24 hours a day & 365 days a year. because their service contents are becoming

increasingly sophisticated and diversified. Business Kitting Services enable one Solution Marketing Division offers optimal plans and Kitting Services to use a terminal without an solutions for operating these communication devices initial setup. that adequately respond to changes in the social Consulting Services help optimize communication environment, such as complying with the Personal Consulting Services costs as well as help analyze Information Protection Act and the Financial cost reductions. Instruments and Exchange Act, which is also known movino star helps perform a Master Management as the Japanese version of the Sarbanes-Oxley Act, variety of administration Services or J-SOX, and addressing security measures, as well duties on behalf of customers. as meeting specific requirements and varying needs of corporate clients. Our reliable “movino star” makes our corporate clients happy! 9 10 Settlement Supporting “Smart Life” through settlement Service Business services In Japan and overseas

Settlement Service Business Global Business Solution As to settlement service business, we will pursue further growth focusing mainly on prepaid settlement-related businesses. By making the most of the expertise of the settlement service accumulated in Japan, we will continue taking on a challenge in new businesses including overseas business development in an effort to create new corporate values.

Rapidly expanding prepaid settlement service Gift Card Sales Model

Our prepaid-related business, which started with the (Personal Identification Numbers).

Global Solution Business Global Service Provider sale of prepaid mobile phones, have been stably Additionally, in response to the constantly expanding by capitalizing on our long-developed evolving market, the Gift Card Mall business Request for sales channel of convenience stores and now has been expanding significantly by Activation Payment includes the sale of real cards and the online leveraging our expertise in sales of PIN codes activation settlement service enabled by the use of PINs* and our extensive network. We aim to achieve further growth also in our new Provision of service business area. Gift Card Mall Business Use

As a new initiative in our settlement services, we launched the Gift 10,000 ク レ ジ ット Request for Activation Payment Card Mall Business whose market has seen a full-scale expansion activation in Japan. To promote this new business, we are currently in the stores process of expanding sales channels and increasing the number of 48,600 Convenience stores and other shops participating gift card issuers. By leveraging our expertise that has Number of convenience stores been nurtured through the sales of mobile phones and the sales of 〇成人(20歳以上)の方のみ購入できます。 with which we carry out transactions settlement services by using PIN codes at convenience stores, we ひら が な で カ ンタ ンに 。 Purchase Activation Payment in Japan offer fine-tuned services, such as delivery of gift cards, over the counter (OTC) promotions, and call center operations. Through the * The Amazon.co.jp logo is a trademark of Amazon.com, Inc. and its associated growth of this new business, we aim to develop the prepaid gift Customer companies. card market and create so-called “casual gift market” in Japan. * BitCash is a registered trademark of BitCash Ink. Convenience stores and other shops handling service

Seven-ElevenSeven-Eleven LAWSONLAW FamilyMart

CircleCircle K SunkusSunkus MINISTOPMINI Daily YAMAZAKI

SeicomartSeicomart SaveSav On Daiei Extensive network with convenience stores

WonderGOOWonderGOO MrMAXMrM Some of (our directly-managed shops Our) settlement service is being offered in major convenience nE-money type stores, which are part of a vast sales channel network covering General-purpose prepaid e-money for use in the almost all convenience stores in Japan. We will strive to further : Easy-to-use, safe and secure. stores enhance the settlement services and improve customer 610 convenience concurrently with the development of convenience nDedicated prepaid card Number of convenience stores stores, thus providing services that contribute to society. Highly general-purpose prepaid card for use in and large home electronics stores various entertainment contents such as music and with which we carry out transactions films, shopping cards for settlement in non-Japanese in Singapore major internet-based sales, payment of online game for home game video consoles and personal computers, etc.

* PIN It is an identification number to which the amount information is New type of “convenience” through settlement attached by using a string of letters comprising a combination service in Japan and overseas! of alphanumeric characters. Also, it is a generic name for November 2013:Established prepaid online money used in payment for online shopping, “Advanced Star Link Pte. Ltd.,” online game, music distribution services, and the charges for an overseas subsidiary. international phone calls and calls via prepaid mobile phone. Sample of prepaid card Started sales of gift cards (back side /after being scratched off) across Singapore.

11 12 Overseas Business/ Overseas Bases Developing the Smartphone World Conducting wide range of business activities for Business CSR and Sales in the world’s largest market of mobile phones for sustainable growth of company and society Operations

Overseas business Stakeholders In China, mobile phone companies compete for starting the LTE service. Furthermore, new mobile phone services by mobile virtual network operators (MVNO) emerged, leading to harsher competitions for customers.

Business activities (BUSINESS)=CSR CSR With increasing options for customers, T-GAIA (SHANGHAI) CORPORATION has been proposing new lifestyle centering on Sustainable growth of both company and society Goals to be realized smartphones while proactively developing services to conduct business development rooted in China.

Business development in China 1 Sound business activities / Service provision to customers 2 Improvement of employees’ working environment CSR desired to be SHOP business Solution business Global Solution Business Global 3 Environmental protection activities As of June 30, 2014, we operated a total of 10 We have developed “Support Desk Service” to implemented by a company “ Shops” which are strategic outsource all businesses relating to mobile 4 Social contribution activities sales agents of “China Unicom.” We operate phone mainly for Japanese companies in China. highly value-added shops with large selections To meet every kind of corporate needs, we will of SIM Cards, smartphones, tablet PCs and offer services including many solutions using Compliance /Internal CSR should be fulfilled by a other related products as in specialty stores. smartphones. control/Risk management / company at the very least Quality services are also offered by store staff Information disclosure with high proficiency in foreign languages.

By promoting the following CSR activities with control, risk management and information the recognition of “Business Activities equal to disclosure but also sound business activities, No. of directly managed shop : 10shops CSR,” we aim to realize the Sustainable Growth provision of proper services to our customers, Know-how on T-Gaia’s of the Company and Society, while giving due improvement of employees’ working smartphones/ [CHINA UNICOM BUSINESS HALL [CHINA UNICOM BUSINESS HALL consideration to various stakeholders. For us, environment, environmental conservation ZHONGSHAN PARK] DINGXI ROAD] solutions CSR CSR, which should be implemented by the activities, and social action programs. [CHINA UNICOM BUSINESS HALL RUIHONG ROAD] company, is not only compliance, internal [CHINA UNICOM BUSINESS HALL WEINING ROAD] [CHINA UNICOM BUSINESS HALL WORLD FINANCIAL CENTER] T-GAIA (SHANGHAI) T-GAIA [CHINA UNICOM BUSINESS HALL [CHINA UNICOM BUSINESS HALL SOUTH SHUICHENG ROAD] CHANGLI ROAD] CORPORATION Provision of [CHINA UNICOM BUSINESS HALL total support SML CENTER] [CHINA UNICOM BUSINESS HALL both in Japan HONGQIAO ROAD METRO STATION] [CHINA UNICOM BUSINESS HALL and China SOUTH WANPING ROAD]

10 shops Number of China Major CSR activities, which have been conducted by T-Gaia Corporation & its employees Unicom shops We organized and made volunteer Japanese Paralympics Committee, We promote “the CUP FOR TWO” Program in trips to areas devastated by the Japanese Para-Sports Association support of the activities of TABLE FOR TWO Great East Japan Earthquake. International, a non-profit organization.

JPC Official Supporter By courtesy of Japanese Para-Sports Association [Source: NPO TABLE FOR TWO International]

Madoka Masumoto, our employee Support member of The Participate in the "Challenge 25 Campaign" As part of our mecenat activities (to provide - 8th place in the track and field event (100-m Eye Mate Inc. led by the MOE. Strengthen and start the support for arts and cultural activities), "Super Cool Biz" campaign ahead of schedule we sponsor “thethe Japan Philharmonic OrchestOrchestra”. female sprint) in "Guanzhou 2010 Asia Para aiming to reduce power consumption by 15%. Games" (Guanzhou, China) Participated in the track and field event (100-m/200-m female sprint) in the 6th IPC Athletics World Champion- ships held in Lyon, France in July 2013. We promote diversity including recruitment and [Source: Ministry promotion of female employees. of the Environment] We are also providing the latest services By courtesy of The Eye Mate Inc. [ SSource:Japan J Philharmonic Philh i OOrchestra] h t ] for the smartphone world in Shanghai. 13 14 Strengthening the compliance system and Financial Strengthening earning power and competitiveness Compliance promoting internal awareness activities Information while optimizing management resources

“Compliance” forms one of our top priorities in business management, and we have appointed Chief Compliance Officer (CCO)e as th Longitudinal Data on Net Sales chairman of the “Compliance Committee” comprising executive officers, etc., as committee member, which discusses Financial Information compliance-related issues for further improvement. (Billion yen) 800 736.8 By appointing compliance dedicated staff to each business bases in addition to the Compliance Promotion Department, established 712.6 707.0 720.0 700 as a permanent promotion organization for compliance directly under the control of the President, we make the utmost efforts to 595.2 maintain and raise the awareness of compliance through enhancement of compliance systems and internal education. 600 566.0 We indicate our guidelines concerning compliance to all executives and employees by establishing the “Compliance Regulations”nd a 500 431.3

Compliance distributing and educating “Compliance Manual.” Furthermore, wehave established several routes for the employees who seek a contact point for 375.5 400 355.4 whistleblowing and consulting associated with compliance, at external organizations, law firms, etc., so that we will be ableo knowt any compliance 300.7 300 279.9 issues or risk information at an early stage. 161.9 182.5 200 132.3 100 59.0

Compliance Organization Chart 0 FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY endedFY ended FY ended December December March March March 2005 March March March 2008 March March March March 2012 March 2013 March 2014March 2015 2000 2001 2003 2004 (Consolidated) 2006 2007 (Consolidated) 2009 2010 2011 (Consolidated)(Consolidated)(Consolidated)(Consolidated Compliance Promotion Department Note : Financial results for 02/03 have been omitted as the fiscal year lasted for only 3 months due to change of theg term. accountin Forecasts) Act as a secretariat for the Compliance Committee. Note : The consolidated financial results are shown for the fiscal year ended March 2005 by reflecting that JRC Mobitecd. became Co., Lta subsidiary as of December 2003. Establish a compliance system and take proactive measures to Note : The Company prepared consolidated financial statements from the third quarter of the fiscal year ended Marchlecting 2008 bythat ref Telecom Park Co., Ltd. (formerly Telecom Sanyo Co., Ltd.) became a subsidiary as of October 1, 2007. prevent violations of compliance. Note : Telepark Corp. and MS Communications Company, Limitedged mer as of October 1,2008 and the company name was changedGaia to T-Corporation. Therefore, the financial results for the FY ended March 2009 was calculated by adding results of the first half for Telepark Corp. to results of the second half for T-Gaia Corp. Plan compliance training and educate employees about compliance. President& CEO Note : The Company started preparing consolidated financial statements from the third quarter of the fiscal year ended12 byMarch reflecting 20 that TG Miyazaki Co., Ltd. became a subsidiary as of December 1, 2011. Act as a contact window for whistle-blowing and receiving reports or consultation on compliance-related matters. Coordinate with people in charge of compliance matters at Ordinary Income Total Assets Internal Audit Department divisions, departments, and other related sections. Promote information sharing by holding regular liaison meetings. (Billion yen) 14.96 (Billion yen)

Instructions 14.84 14.39 250 People Responsible for or in Charge of Compliance Matters 15 12.80 208.2 201.2 11.69 12.66 199.6 198.7 Chief Compliance Officer (CCO) 12 200 Sub-Chief Compliance Officer (SCCO) 153.8 Supervise the development of measures to ensure compliance Delegated persons in charge 147.3 Compliance Committee as well as progress in the implementation of such measures. (Heads of the administrative divisions 9 150 of branch offices, or Branch Managers) Investigate the status of compliance and issue an order to An organization whose primary responsibilities are rectify noncompliance if any. 6 100 to approve the corporate compliance policy and compliance programs, authorize measures to prevent Compliance Officers Supervision of daily operations the recurrence of noncompliance, and ensure the (Division Heads and Heads of Regional Headquarters) 3 50

resolution of individual compliance-related issues. Alliance Assume responsibility for implementingmeasures to ensure compliance. Chairperson of Compliance Committee Investigate the causes of noncompliance, and develop and implement Dedicated staff for compliance 0 0 measures to rectify noncompliance, as well as measures to prevent FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended the recurrence of such noncompliance. Approve the corporate compliance policy and March 2010 March 2011 March 2012 March 2013 March 2014 March 2015 March 2010 March 2011 March 2012 March 2013 March 2014 March 2015 programs. Secure the measures to be taken by the Compliance (Non-consolidated)(Non-consolidated)(Consolidated)(Consolidated)(Consolidated)(Consolidated (Non-consolidated)(Non-consolidated)(Consolidated)(Consolidated)(Consolidated)(Consolidated Promotion Department, and investigate the status Forecasts) Forecasts) Receive reports on progress in the of implementation. implementation of compliance activities. Persons responsible for compliance Persons responsible for compliance Note: The Company has started to prepare consolidated financial statements from the third quarter of the fiscal yearh ended 2012 byMarc reflecting that TG Miyazaki Co., Ltd. became a subsidiary as of December 1, 2011. (General Managers and Heads of Branches) (General Managers and Heads of Branches) However, as the effects of the consolidation on the Company’ s business performance are minor for the fiscal year ended March 2012 and are expected to be similar for the fiscal year ending March 2013 also, unconsolidated Alliance Various enlightenment activities by the Compliance financial results are shown, as a reference, for the fiscal year ended March 2011 and the preceding fiscal years. Inspect the status of compliance on an ongoing basis and rectify noncompliance, Promotion Department such as training, Compliance Committee Members as necessary. Assume responsibility for implementing and overseeing the implementation of proactive measures to prevent the occurrence of noncompliance.education programs, etc. Deliberate individual compliance-related issue. Provide advice to subordinates as necessary and educate them about compliance. Staff of the department, (including whistle-blowing cases) directly operated Transition of Dividend Assist in investigating the causes of noncompliance and developing measures to Targets stores, sales agents, Study and develop measures to prevent the recurrence of such noncompliance, etc. prevent the recurrence of noncompliance large retail stores Dividend payout ratio and monitor progress in the implementation (yen) Dividend per share (%) Alliance 50.0% of such measures. Persons in charge of compliance Persons in charge of compliance Implement store diagnosis of sales agents, which is 50.0 (GM of each Group, Shop Managers,(GM etc.) of each Group, Shop Managers, etc.) 80 entrusted by the Internal Audit Department. Inspect the status of compliance on an ongoing basis and 45.0 42.3% rectify noncompliance, as necessary. Recommend measures 70 40.9% 40.3% to prevent violations of compliance. Alliance Adjustment 37.8% 40.0 36.0% 37.3% Provide advice to subordinates as necessary and provide them 60 35.0% 35.7% 35.0% with an opportunity to learn about compliance. 33.2% 35.0 Persons in charge in Sales Divisions & “Rounders” 50 30.0 Commemorative dividend Commemorative 25.0 40 dividend 35.00 35.00 35.00 2.5 yen 32.50 10 yen Certification Number: 10580069(02) 27.50 30.00 27.50 20.0 PrivacyMark is a system of certifying business advantages, such as greater trust by client companies 30 25.00 T-Gaia Corporation obtained entities that have a system in place to take all and customers and improved awareness of personal 22.50 22.50 15.0 20 18.75 the PrivacyMark certification necessary steps to protect personal information in information among employees, it requires greater 10.0 accordance with the Japanese Industrial Standards responsibility of these entities, that is, to take their from the Japan Institute for Committee (JIS) Q 15001 Personal Information commitment to the protection of personal information 10 5.0 Promotion of Digital Economy Protection Management Systems – Requirements, to to a higher level. We will continue ongoing efforts to 0 0.0 grant the PrivacyMark to these entities for achieve the appropriate management of personal FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended FY ended and Community (JIPDEC) March March March March March March March March March 2013 March 2014 March 2015 certification, and to allow the use of the mark in their information and its continuous improvement. 2005 2006 2007 2008 2009 2010 2011 2012 (Consolidated)(Consolidated)(Consolidated (Consolidated) Forecasts) on July 7, 2011 business activities. While it provides many Note: The forecast of payout ratio for the fiscal year ending March 2015 is calculated based on the number of outstanding shares (excluding treasury shares) as of the end of March 2014.

15 16 Topics & To have all the employees work Celebrating 6-year anniversary, Corporate Corporate History together for the same goal Profile we aim at further evolution

Origin of the Corporate Name

Our corporate name represents our commitment that Corporate Pro we “aim to become a grand company like the earth nurturing the lives of all people across the world by T-Gaia Corporation continuing bold challenges with integrity toward the Corporate Name Listed on the First Section of the Tokyo Stock Exchange future.” This commitment is also reflected in our It derives from the Goddess of Earth in (securities code:3738) corporate philosophy. Greek mythology and represents the + Earth as one enormous life form. fi [Head office] Ebisu Neonato 14-18F, 4-1-18 Ebisu, le About Corporate Mark Location Shibuya-ku, Tokyo 150-8575 Japan Topics & Corporate HistoryTopics

The corporate mark of T-GAIA is a futuristic and innovative mark designed from the initials TG. The dynamic G that spreads from the core, a bright Capital 3,127 million yen T, emphasizes young, powerful energy and momentum, and represents an enterprising spirit and innovativeness that continue to take on Tetsuro Takeoka President & CEO challenges toward the future. The dynamic mark that communicates a sense of speed represents our company that leads the world with the strong Date of February 1992 leadership in the midst of rapidly changing society. Establishment

Major Sumitomo Corporation, shareholders Mitsubishi Corporation TG Value

President & Chief Executive officer Tetsuro Takeoka We have laid down TG Values to show the profile of desired employees in a specific and easy-to-understand manner. Values are the requirements, abilities, behavior, and Director, Executive Vice President attitude, which the company requires of all employees, to realize its management vision and business strategies. Also in our recruitment activities, we seek human resources Bunpei Katayama (The second from the left) Tetsuro Takeoka, President & CEO (The second from the right) Bunpei Katayama, Director, Executive Vice President that can share the common understanding of the TG Values and embody them through specific actions. Director, Executive Vice President Hiroshi Fujita (Far right) Hiroshi Fujita, Director, Executive Vice President (Far left) Director, Executive Vice President Nobutaka Kanaji, Director, Executive Vice President Corporate History Nobutaka Kanaji Human Resources that can share the common understanding (External) Director

of the TG Values and embody them through specific actions (External) Director Tatsujiro Naito (Value & Performance) Newly-established October 1, Board Members (External) Director Hiroyuki Koike 2008 T-Gaia Corporation Corporate Auditor Challenge Change Masami Atarashi 1 2 2008 October T-Gaia Corporation founded by equal merger of MS Communications Corporate Auditor Challenge is the basic spirit our employees We believe that the mindset free from conventions, which Takaharu Tao should have as they conduct their day-to-day enables people to tackle their tasks from a freer Company, Limited and Telepark (External) Corporate Auditor operations. We value the unyielding spirit that perspective and to change the status quo, will lead to the Corporation. creation of new services and the further development of Makoto Ikadai enables one to voluntarily engage in and (External) Corporate Auditor complete his/her work toward high objectives. the company. We seek people who are not preoccupied 2009 January Moved the head office to Ebisu, with maintaining the status quo, but those who can give Shibuya-ku, Tokyo. Yukihide Matsuoka rise to improvement, reform, and creation. 2010 August Concluded an agency agreement with Toshiro Kaba China Unicom Shanghai Branch and established T-GAIA (SHANGHAI) 3 Communication & Teamwork CORPORATION in Shanghai. Good work is based on good human relationships. We value teamwork to carry out tasks sometimes September Opened the first China Unicom shop (1) Sales and distribution of mobile phones, etc. and sales agency business by involving others and at other times by displaying strong leadership. Collaborating with other "CHINA UNICOM BUSINESS HALL Description of divisions and teams from the spirit of for the company will enable the company to provide high SOUTH SHUICHENG ROAD" in the west (2) Provision of brokerage services in the sales of solution, broadband and other telecommunication services quality services. area of Shanghai. Business (3) Settlement services and other new businesses, overseas business 2011 June Started the Card Mall business utilizing gift cards. Speed Professional 4 5 Acquired 100% ownership of December Sales territory All over Japan, China(Shanghai), Singapore Speed is an indispensable factor for We expect each employee to have awareness as a TG Miyazaki. converting the changes in business professional and to strive to acquire and maintain environment to business opportunities. We high expertise and skills. The provision of 2012 April Opened an internal training/ expect our employees to accurately assess high-quality services based on the professional educational institute "TG Academy." Number of the social situation, understand and judge it in orientation of employees results in high customer employees 3,808 (as of March 31, 2014) a speedy manner, and act on the judgment. satisfaction and contribution to society. November Started deployment of smartphone accessory shops under the brand name of "Smart Labo." Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Development of Compliance October 1, Fifth anniversary of T-Gaia Main financing 6 Human Resources 7 2013 Corporation. Sumitomo Mitsui Banking Corporation, Mitsubishi UFJ Trust and Banking Corporation, banks In order for a company to continuously develop, We uphold compliance as the prerequisite for it is essential for employees to grow with the carrying out daily operations and always act with Sumitomo Mitsui Trust Bank Limited ( *In the order of bank code) company. We focus on the development of integrity while keeping ethics in mind. Since 2013 November Established Advanced Star Link Pte. human resources, which promotes and supports earning social trust will lead to the survival of our Ltd., a consolidated subsidiary, the growth of each employee, and seek people company, we should be responsible for what we in Singapore. (as of June 19, 2014) who can dedicate themselves to the nurturing of do and say and never engage in behavior that their subordinates and juniors through violates compliance regulations. Acquired WAM!NET Japan K.K. development and guiding activities. 2014 March as a consolidated subsidiary.

17 18 ANNUAL REPORT 2014