CONVOCATION NOTICE OF
THE 23RD ANNUAL SHAREHOLDERS’ MEETING■Date and Time:
Friday, June 22, 2018
1:00 p.m.

■Contents
Convocation Notice …………………………………………………………………………….1
Reference Documents for the Annual Shareholders’ Meeting■Venue:Keidanren Kaikan
Conference Rooms #401‐402
1‐3‐2 Otemachi, Chiyoda‐ku, Tokyo

Shareholders unable to attend
Please review the reference documents
and exercise your voting rights
by mailing the enclosed ballot.

Matters to be resolved
Proposed Resolution 1 …………………………………………………………………..3
Appropriation of Surplus
Proposed Resolution 2 …………………………………………………………………..4
Election of Three (3) Directors (excluding Directors who are Auditand Supervisory Committee Members)
Proposed Resolution 3 ………………………………………………………………..…7
Election of Three (3) Directors who are Audit and Supervisory
Committee Members
Proposed Resolution 4 …………………………………………………………………..9
Election of One (1) Substitute Director who is an Audit andSupervisory Committee Member

This unofficial document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Digital Arts Inc.
(Securities Code: 2326)

Securities Code: 2326
June 6, 2018

Dear Shareholders:Toshio Dogu
Representative Director, President and Chief Executive Officer

Digital Arts Inc.
1‐5‐1 Otemachi Chiyoda‐ku, Tokyo

CONVOCATION NOTICE OF
THE 23RD ANNUAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 23rd Annual Shareholders’ Meeting of Digital Arts Inc. (the“Company”). If you are unable to attend the Meeting, please review the Reference Documents for theAnnual Shareholders’ Meeting (described hereinafter) and exercise your voting rights in writing bysubmitting the enclosed ballot to arrive no later than 7 p.m. on Thursday, June 21, 2018 (JST).

RESULTS BRIEFING

Following the close of the Annual Shareholders’ Meeting, a Results Briefing Session will
be held in the same venue as an opportunity for our shareholders to better understandthe Company.

‐1‐1. Date and Time

Friday, June 22, 2018 at 1:00 p.m. (JST)

2. Venue

Keidanren Kaikan Conference Rooms #401‐402
Located at 1‐3‐2 Otemachi, Chiyoda‐ku, Tokyo
Matters to be Reported
1. Business review and consolidated financial statements for FY2017 (April 1, 2017 –March 31, 2018) and report by the Accounting Auditor and the Audit and Supervisory
Committee on the audit results of the consolidated financial statements
2. Nonconsolidated financial statements for FY2017 (April 1, 2017 – March 31, 2018)

3. Meeting Agenda

Matters to be Resolved
Proposed Resolution 1: Appropriation of Surplus
Proposed Resolution 2: Election of Three (3) Directors (excluding Directors who areAudit and Supervisory Committee Members)
Proposed Resolution 3: Election of Three (3) Directors who are Audit and Supervisory
Committee Members
Proposed Resolution 4: Election of One (1) Substitute Director who is an Audit andSupervisory Committee Member◎ Shareholders are requested to present the enclosed ballot at the reception desk upon arrival at the Meeting.
◎ In accordance with applicable laws and regulations and Article 16 of the Articles of Incorporation, the following information inJapanese is posted on the Company’s website (http://www.daj.jp/ir/stock/meeting) and are not presented in this Notice:① Notes to consolidated financial statements of the consolidated financial statements② Notes to non‐consolidated financial statements of the non‐consolidated financial statements◎ Any updates to the reference materials for the Annual Shareholders’ Meeting, business reports, consolidated financial statements, andnon‐consolidated financial statements will be posted in the Investor’s Relation section of the Company’s website (Japanese only).

‐2‐

Reference Documents for the Annual Shareholders’ Meeting
Proposed Resolution 1

Appropriation of Surplus

The Company recognizes the return of profits to shareholders as one of its most important management tasks.
While the Company maintains internal reserves to enhance financial standings, expand existing businesses anddevelop new businesses, the Company adopts a basic policy to deliver adequate and stable returns to shareholders,taking into consideration its operating performance.
Based on this policy, the year‐end dividend per share for the fiscal year ended March 31, 2018 would be as
follows:

Type of dividend property

CashMattes relevant to dividend property
and its total cash amountFourteen (14) yen per common stock of the Company
Total cash amount is 194,389,748 yen

Effective date of distribution of surplus

June 25, 2018‐3‐

Proposed Resolution 2

Election of Three (3) Directors(Excluding Directors who are Audit and Supervisory Committee Members)

Mr. Noriyuki Takahashi, one of the four (4) Directors elected on June 23, 2017, resigned on December 15, 2017,
and the term of office for three (3) Directors, Messrs. Toshio Dogu, Hidenobu Akazawa, and Takuya Matsumoto will
expire at the conclusion of this Meeting. As a result, the Company requests that three (3) Directors (excluding
Directors who are Audit and Supervisory Committee Members) be elected.
The Audit and Supervisory Committee concludes that each of all candidates as below is qualified as Director of theCompany.
The candidates are as follows:

No.

Name

1ToshioDogu

23(Note)Current Position and Responsibilities
at the Company

Board Meeting
AttendanceReelected

Representative Director, President andChief Executive Officer
General Manager, Sales
General Manager, Marketing

100%(13/13)

Hidenobu
Akazawa

Reelected

General Manager, Administration
General Manager, Corporate Planning
General Manager, Human Resources100%(13/13)

TakuyaMatsumoto

Reelected

General Manager, Development

100%(10/10)

Regarding the attendance rate of Mr. Takuya Matsumoto at the Board Meetings, its count has started
after the 22nd Annual Shareholders’ Meeting held on June 23, 2017.

‐4‐No.

Name(Date of Birth)

Reelected

1Toshio
Dogu(Feb 17, 1968)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany shares
owned

Oct 1997 Representative Director, President & CEO, Digital Arts Inc.
Oct 2003 General Manager‐ Corporate Planning
Mar 2005 Director, IQS.Co.Ltd.
Nov 2005 Representative Director, President & CEO, IQS.Co.Ltd.
Dec 2006 Representative Director, President & CEO, DAM Corporation (incumbent)
Apr 2011 Director, President & CEO, Digital Arts America, Inc. (incumbent)
June 2012 Director, Digital Arts Investment, Inc. (incumbent)
May 2013 Representative Director, President & CEO, Polkast Japan LLC
Oct 2013 Representative Director, President & CEO, DA Corporation (incumbent)
Oct 2013 Representative Director, President & CEO, DM Corporation (incumbent)
Apr 2014 Director, President & CEO, FinalCode, Inc. (incumbent)
Nov 2014 Representative Director, President & CEO, General Manager‐ Sales
Apr 2015 Representative Director, President & CEO, General Manager‐ Sales,
General Manager‐ FinalCode BusinessNov 2015 Director, Digital Arts Asia Pacific Pte. Ltd.
(currently FinalCode Asia Pacific Pte. Ltd.) (incumbent)
Apr 2016 Representative Director, President & CEO, General Manager‐ Sales
Apr 2016 Representative Director, Chairman, Digital Arts Consulting Inc. (incumbent)
Sep 2016 Director, FinalCode Europe Limited (incumbent)
Apr 2017 Representative Director, President & CEO, General Manager‐ Sales,
General Manager‐ Marketing, General Manager‐ Corporate PlanningApr 2018 Representative Director, President & CEO, General Manager‐ Sales,
General Manager‐ Marketing (incumbent)

2,486,344
SharesReasons for selection as a candidate:
Mr. Toshio Dogu is the founder of the Company, and based on considerable experience and insight as the corporate manager of its
domestic and international Group companies over the years, he has demonstrated adequate track record by executing the Group’s
strategy for business growth, taking command of the Group’s business, driving globalization, and executing plans for mid to long‐termdevelopment. He was selected as a candidate based on his extensive insight on corporate management, achievements, and competence.

No.

Name(Date of Birth)

Reelected

2Hidenobu
Akazawa(Sep 12, 1975)

Past experience, positions, responsibilities
and significant concurrent positions
Apr 1999 Joined Nippon Life Insurance Company
Dec 2004 Joined Shin Nihon & Co.
(currently Ernst & Young ShinNihon LLC)
Jul 2014 Joined Digital Arts Inc., General Manager‐ Administration
Jun 2015 Director, General Manager‐ Administration
Nov 2015 Director, Digital Arts Asia Pacific Pte. Ltd.
(currently FinalCode Asia Pacific Pte. Ltd.) (incumbent)
Apr 2016 Director, Digital Arts Consulting Inc. (incumbent)
Sep 2016 Director, FinalCode Europe Limited (incumbent)
Jan 2017 Director, General Manager‐ Administration,
General Manager ‐ Corporate PlanningApr 2017 Director, General Manager‐ Administration
Apr 2017 Director and CFO, FinalCode, Inc. (incumbent)
Apr 2018 Director, General Manager‐ Administration,
General Manager ‐ Corporate Planning,
General Manager ‐ Human Resources (incumbent)

Number of theCompany shares
owned

316
SharesReasons for selection as a candidate:
Mr. Hidenobu Akazawa, with considerable insight as a Certified Public Accountant, has driven globalization of the Group as the head of theAdministration Division and has contributed to enhance the corporate value of the Group as a whole. He was selected as a candidate who
can persistently enhance the value of the Company based on his management insight and professional expertise and achievements in thearea of finance.

‐5‐No.

Name(Date of Birth)

Reelected

3TakuyaMatsumoto(Nov 4, 1976)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany shares
owned

Apr 1999 Joined COMAS Co., Ltd.
Apr 2003 Joined Digital Arts Inc., Development
Apr 2014 Associate General Manager‐ Development
Oct 2016 General Manager‐ Development
June 2017 Director, General Manager‐Development
Dec 2017 Director, General Manager‐ Development,General Manager ‐ New Development
Apr 2018 Director, General Manager‐Development (incumbent)

2,930
SharesReasons for selection as a candidate:
Mr. Takuya Matsumoto has been involved in the development of the Company products and has contributed to the growth anddevelopment of the Company by leading the development of new solutions. With extensive experience and achievement, he has
contributed to enhance the corporate value of the Group as a whole. He was selected as a candidate based on achievements, experience,and professional expertise.
(Notes)1. None of the above candidates have any special interest in the Company.
2. The number of the Company shares owned represents figures as of March 31, 2018.
3. The number of the Company shares owned includes equity share owned by the shareholders’ association made up of Directors.

‐6‐

Proposed Resolution 3

Election of Three (3) Directors(Directors who are Audit and Supervisory Committee Members)

The term of office for three (3) Directors who are Audit and Supervisory Committee Members, Messrs. Syuji Wakai,Hidekazu Kubokawa, and Masataka Uesugi, will expire at the conclusion of this Meeting. As a result, the Company
requests that three (3) Directors who are Audit and Supervisory Committee Members be elected.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidates are as follows:No.

Name(Date of Birth)

Reelected

1SyujiWakai(Apr 8, 1936)

Past experience, positions, responsibilities
and significant concurrent positions
Apr 1959 Joined Tokyo Denki Kagaku Kogyo K.K. (currently TDK Corporation)
Dec 1987 Director, TDK Core Co., Ltd (currently Creative Core Co., Ltd.)
June 1997 Auditor, TDK Corporation
June 2000 Auditor, Digital Arts Inc.
Mar 2005 Auditor, IQS.Co.Ltd.
Apr 2016 Auditor, Digital Arts Consulting Inc. (incumbent)
June 2016 Director (Audit and Supervisory Committee Member), Digital Arts Inc.
(incumbent)

Number of theCompany shares
owned

2,087
SharesReasons for selection as a candidate:
Mr. Syuji Wakai has been responsible for managerial audit as a full‐time Auditor or a Director who is an Audit and Supervisory Committee
Member since the early stage of the Company. He has wide‐ranging knowledge about business management and he is conversant withthe entire business of the Company and its Group companies. The Company believes that he can play an important role of strengthening
the corporate governance and auditing and supervising the Company’s overall management, based on his extensive experiences andachievements.

No.

Name(Date of Birth)

Reelected2Hidekazu
Kubokawa(Fe. 20, 1953)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany shares
owned

Nov 1976 Joined Chuo Accounting Corporation (currently PricewaterhouseCoopers
Arata LLC)
July 1986 Founded Kubokawa CPA Office (currently Yotsuya Partners AccountingFirm), Representative Partner (incumbent)
Feb 1989 Outside Audit and Supervisory Board Member, SoftBank Corp. (currentlySoftBank Group Corp.) (incumbent)
Mar 2000 Outside Auditor, Digital Arts Inc.
June 2005 Outside Corporate Auditor, KYORITSU PRINTING CO., LTD. (incumbent)
June 2006 Outside Auditor, Pado Corporation (incumbent)
June 2016 Outside Director (Audit and Supervisory Committee Member), Digital Arts
Inc. (incumbent)

3,151
SharesReasons for selection as a candidate:
Mr. Hidekazu Kubokawa has extensive knowledge and broad experiences as a certified public accountant and corporate auditors ofmultiple listed companies. In light thereof, the Company expects for his functions of appropriate auditing and corporate governance.
Although he doesn’t have direct corporate management experience other than in the capacity as external executive, the Company
believes that he can appropriately fulfill his duties as an outside director.

‐7‐

No.

Name(Date of Birth)

Reelected

3Masataka
Uesugi(July 31, 1965)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany shares
owned

Apr 1995 Joined Emori Kawamori Atsumi Law OfficeApr 1999 Founded Uesugi Law Office
Sep 2000 Partner of Amlec Law and Accounting Firm
June 2003 Outside Auditor, Digital Arts Inc.
Dec 2013 Outside Audit and Supervisory Board Member, CERES INC. (incumbent)
Dec 2014 Outside Audit and Supervisory Board Member, Aiming Inc. (incumbent)
Mar 2015 Senior Partner, Sakurada Dori Partners (incumbent)
Mar 2016 Outside Director (Audit and Supervisory Committee Member), Fullcast
Holdings Co., Ltd. (incumbent)
June 2016 Outside Director (Audit and Supervisory Committee Member), Digital Arts
Inc. (incumbent)

3,151
SharesReasons for selection as a candidate:
Mr. Masataka Uesugi has extensive knowledge and broad experiences as a lawyer and corporate auditors of multiple listed companies. In
light thereof, the Company expects for his functions of appropriate auditing and corporate governance. Although he doesn’t have direct
corporate management experience other than in the capacity as external executive, the Company believes that he can appropriately fulfill
his duties as an outside director.
(Notes)1. None of the above candidates have any special interest in the Company.
2. Messrs. Hidekazu Kubokawa and Masataka Uesugi are candidates for outside directors.
3. In accordance with the provisions of the Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company hasentered into agreement with each of Messrs. Syuji Wakai, Hidekazu Kubokawa and Masataka Uesugi to limit their liabilities, asstipulated in Article 423, Paragraph 1 of the Companies Act. The amount of limit of liability for damage compensation under suchcontract is limited to the minimum liability amount specified by Article 425, Paragraph 1 of the Companies Act. If they are appointed
at this Meeting, the Company will enter into an agreement to the same effect with each of them.
4. Messrs. Hidekazu Kubokawa and Masataka Uesugi are currently directors who are Audit and Supervisory Committee Members ofDigital Arts Inc., and will have remained in office for 2 years at the conclusion of this Meeting.
5. Mr. Hidekazu Kubokawa had been an outside Audit and Supervisory Board Members of Digital Arts Inc. from March 2000 until June
2016.
6. Mr. Masataka Uesugi had been an outside Audit and Supervisory Board Member of Digital Arts Inc. from June 2003 until June 2016.
7. The Company has registered Messrs. Hidekazu Kubokawa and Masataka Uesugi as independent directors with the Tokyo Stock
Exchange, and if they are appointed at this Meeting, the Company will newly register both of them as independent directors.
8. The number of the Company shares owned represents figures as of March 31, 2018.
9. The number of the Company shares owned includes equity share owned by the shareholders’ association made up of Directors.

‐8‐

Proposed Resolution 4

Election of One (1) Substitute Director(Director who is an Audit and Supervisory Committee Member)

The effect of appointment for Mr. Komei Sasaki, appointed as Substitute Director at the Annual Shareholders’Meeting held on June 23, 2017, will terminate prior to the commencement of this Meeting. In the event that theCompany lacks the number of Audit and Supervisory Committee Members required by laws and regulations, theCompany hereby request that one (1) Substitute Audit and Supervisory Committee Member be elected.
This resolution may be cancelled before the proposed Substitute Director who is an Audit and Supervisory
Committee Member assumes office by a resolution of the Board of Directors, subject to the approval of the Auditand Supervisory Committee.
The submission of this proposal at this Meeting was approved by the Audit and Supervisory Committee.
The candidate is as follows:
Name(Date of Birth)

Komei
Sasaki(Mar 15, 1966)(Notes)Past experience, positions, responsibilities
and significant concurrent positions
Aug 1999 Partner Attorney, Tokyo Ginza Law Office
May 2003 Partner Attorney, Amlec Law and Accounting Firm
(currently Kasumigaseki Law & Accounting Offices)Jun 2004 Outside Auditor, TAKE AND GIVE NEEDS Co., Ltd.
Apr 2005 Director, Junior College Accreditation Association(currently Japan Association for College Accreditation) (incumbent)
Mar 2015 Senior Partner, Sakurada Dori Partners (incumbent)
Jun 2016 Outside Director, TAKE AND GIVE NEEDS Co., Ltd. (incumbent)

Number of theCompany shares
owned－

1. This candidate has no special interest in the Company.
2. Mr. Komei Sasaki is a candidate for a substitute outside director.
3. The Company seeks Komei Sasaki’s professional expertise as a legal advisor to be reflected in the Company’s audit structure.
He has not been involved in corporate management, other than being appointed as outside director, however for the above reason,
the Company concluded that he can adequately perform his duties as outside director.
4. Mr. Komei Sasaki’s independence from the management of the Company as outside director:
1) Mr. Komei Sasaki has not been in a Director or taken a position to execute operations of the Company and its affiliates in the past
five years.
2) Mr. Komei Sasaki has no plans to receive large amounts of monetary payments or other financial assets (separate from thecompensation paid for services as director or Audit and Supervisory Committee Member) from the Company, its subsidiaries, or
its affiliates, and has not received such payments for the past two years.
3) Mr. Komei Sasaki is not a spouse or a relative (within the third‐degree) of an individual involved in operation of the Company andits affiliates.
5. In accordance with the provisions of the Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company willenter into agreement with Mr. Komei Sasaki to limit his liability, as stipulated in Article 423, Paragraph 1 of the Companies Act. The
amount of limit of liability for damage compensation under such contract is limited to the minimum liability amount specified byArticle 425, Paragraph 1 of the Companies Act.

‐9‐