This document has been translated from the Japanese original for reference purposes only. In the event ofany 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.

Securities code: 3937
June 10, 2024
(Commencement of Measures for Electronic Provision: June 3, 2024)
To Shareholders with Voting Rights:
Masayuki Aoki
CEO
Ubicom Holdings, Inc.
21 Ichibancho Chiyoda-ku,
Tokyo, JapanNOTICE OF
THE 19TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 19th Annual General Meeting of Shareholders of Ubicom Holdings, Inc.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision. Matters for electronic provision are posted on the following website as “Notice of the 19th
Annual General Meeting of Shareholders.”
The Company’s website: https://www.ubicom-hd.com/ja/news.html
In addition to the above website, matters for electronic provision are also posted on the Tokyo Stock
Exchange, Inc. (TSE) website. Please access the following TSE website (TSE Listed Company Searchservice) and search for the Company either by entering “Ubicom” in the “Issue name (company name)”bar, or the Company’s securities code “3937” in the “Code” bar, and select “Basic information,” followedby “Documents for public inspection/PR information” in order to review the information.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You can exercise your voting rights in writing or via the internet, etc. instead of attending the meetingin person. Please review the Reference Documents for the General Meeting of Shareholders described in
the matters for electronic provision, refer to “Guidance to Exercising your Voting Rights” described below,
and exercise your voting rights by no later than 5:30 p.m. on Tuesday, June 25, 2024, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 26, 2024, at 10:00 a.m. Japan time
(Reception desk opens at 9:00 a.m.)Hall 3A, TKP Ichigaya Conference Center, TKP Ichigaya Building, 8
Ichigaya-Hachimancho, Shinjuku-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 19th Fiscal Year
(April 1, 2023 - March 31, 2024)
2. Results of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Five (5) Directors
Proposal 2:
Election of Three (3) Audit & Supervisory Board Members
Proposal 3:-1-◎ Please submit the enclosed voting form at the reception desk when attending the meeting.
◎ Among the matters for electronic provision, the following matters are not stated in the documents
provided to shareholders who have requested a paper copy, as stipulated in laws and regulations as well
as Article 15 of the Articles of Incorporation of the Company. Therefore, the documents provided toshareholders who have requested a paper copy constitute a part of the documents audited by the Audit& Supervisory Board Members and the Accounting Auditor for the preparation of their respective audit
reports.
(1) Consolidated Financial Statements “Consolidated Statements of Changes in Net Assets”(2) Consolidated Financial Statements “Notes to Consolidated Financial Statements”(3) Non-consolidated Financial Statements “Non-consolidated Statements of Changes in Net Assets”(4) Non-consolidated Financial Statements “Notes to Non-consolidated Financial Statements”◎ If there are any updates to the matters for electronic provision, details of the updates will be posted oneach of the designated websites.
◎ The meeting will be broadcast live on the internet.
◎ If approval or disapproval for each proposal is not indicated on the Voting Rights Exercise Form returnedto the Company, this shall be deemed to be a vote of approval for the Company’s proposal.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for amendments
To align with the Company’s current business activities and enable further its business growth, theCompany proposes to expand the Article 2 (Objectives of the Company) of its current Articles ofIncorporation.
2. Details of the amendments
The details of the amendments are as follows.

Current Articles of Incorporation(Objectives of the Company)
Article 2
The objectives of the Company
shall be to engage in the following
business activities and related
operations, as well as to control
and manage the business activities
of a company engaged in thefollowing business activities or
equivalent operations (including aforeign company; hereinafterreferred to as the same in thisarticle) by acquiring shares or
equities in such a company:(Amended parts are underlined.)
Proposed amendment(Objectives of the Company)
Article 2
The objectives of the Company
shall be to engage in the following
business activities and related
operations, as well as to control
and manage the business activities
of a company engaged in thefollowing business activities or
equivalent operations (including aforeign company; hereinafterreferred to as the same in thisarticle) by acquiring shares or
equities in such a company:(1)-(23)[Omitted](1)-(23)[Unchanged]<Newly established>(24)

All businesses incidental or
pertaining to any of the foregoing
items.

(25)

Fee-charging employment
placement businesses
All businesses incidental or
pertaining to any of the foregoing
items.

(24)-3-

Proposal 2:

Election of Five (5) Directors

The terms of office of all of the six (6) Directors will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the Company proposes the election of five (5) Directors.
The candidates for Directors are as follows:

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
November 1985

1

Number ofshares of theCompany held

Joined Le Monde Des Gourmet Inc. (Subsidiary ofWorld Co., Ltd.)May 1990
Director, Le Monde Des Gourmet Inc.
July 1995
Transferred to World Co., Ltd.
May 1998
Transferred to World Creative Lab. (Subsidiary ofWorld Co., Ltd.)March 2005
President and Representative Director, WCL, Ltd.
December 2005 Chairman of the Board, the Company
March 2008
Director, Advanced World Solutions, Ltd.
April
2010
President and Representative Director, First
Masayuki Aoki
4,581,980
StemcellJapan Inc.
(July 29, 1958)
August 2012
Director, AWS (Beijing), Ltd. (to present)
June 2013
Representative Director, Aoki International Co.,Ltd.
June 2013
Chief Executive Officer (CEO), the Company (topresent)
June 2015
Director, AIS Co., Ltd.
April 2017
Director and Chairman of the Board, AIS Co., Ltd.
June 2019
Chairman of the Board, AIS Co., Ltd.
November 2023 Chairman of the Board and President, AIS Co.,
Ltd. (to present)[Reason for nomination as a candidate for Director]
Mr. Masayuki Aoki has established and grown the Group into what it is today as CEO, and continues to oversee
the management of the Group under his strong leadership. His proven track record in corporate acquisition andextensive experience and knowledge, building new business models, and global and group management as wellas his enthusiasm for the sustainable enhancement of corporate value will be necessary for the further growth of
the Group in the future and the enhancement of its corporate value over the medium to long term. Therefore, theCompany proposes that he be reelected as Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
February 2001
October 2008
February 2016

2

Number ofshares of theCompany held

Joined FUJI SOFT INCORPORATED
Joined the Company
Manager, Cloud Infrastructure Development,
Management Division, AIS Co., Ltd.
August 2016
Deputy General Manager of Cloud Data Analysis
Business Division, and Deputy General Manager
of Management Division, AIS Co., Ltd.
June 2018
Director in charge of Business Strategy Planning,and General Manager of Management Division,
AIS Co., Ltd.
December 2018 General Manager, Strategic Planning Division, theCompany
July 2020
Executive Officer, General Manager of Business
Strategy Division, and Deputy General Manager ofManagement Strategy Division, the Company
Akisato Kitaoka
July 2022
Executive Officer, General Manager of
9,600(April 16, 1976)
Management Strategy Division, General Manager
of Medical Business Strategy Division, General
Manager of Administration and Human Resources
Division, General Manager of Accounting
Department, and Deputy General Manager ofCorporate Strategy Division, the Company
June 2023
Director, AWS (Beijing), Ltd., (to present) andCEO & President, Ubicom U.S.A., Inc. (to present)
July 2023
Senior Executive Officer (to present), General
Manager of Corporate Strategy Division (topresent), General Manager of Corporate Planningand Development Section (to present), and General
Manager of Medical Business Strategy Division,
the Company (to present)
November 2023 Executive Vice President, AIS Co., Ltd. (topresent)[Reason for nomination as a candidate for Director]
Mr. Akisato Kitaoka joined the Company in 2008 as an IT engineer during our formative years. He contributed
significantly to laying the foundation of the Company’s business by developing a state-of-the-art IT system. In
2016, while concurrently serving at AIS Co., Ltd., the Company’s subsidiary, he implemented a scrap-and-build
strategy, successfully increasing the operating profit margin of our medical business from 14% to over 60%,
directly enhancing the Group’s profitability. Since last year, he has also assumed the role of Executive Vice
President at AIS Co., Ltd., contributing to elevating the performance of the entire Group. Given his vital
contributions over the years, the Company proposes that he be elected as Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982

3

Number ofshares of theCompany held

Joined Sony Corporation (currently Sony Group
Corporation)
May 1994
Representative Director & President, SonyFinancial Services Europe Inc.
March 1998
Representative Director & President, Sony Europe
Finance PLC
July 2000
Head of CEO Strategy Office, Sony Corporation
April 2003
Head of Brand Strategy Office
July 2007
General Manager, General Affairs CenterFebruary 2009
President, Representative Director and Executive
Officer, Sony Facility Management Co., Ltd.
September 2009 Vice President in charge of General Affairs andSecretarial Departments, Sony Corporation
April 2010
Trustee, Sony Institute of Higher Education (topresent)
January 2011
Vice President in charge of IR and Secretarial
Departments, Sony Corporation
Vice President in charge of Secretarial Department
Yoshinori Hashitani April 2014
1,000
and
General Manager of General Affairs Center,(January 27, 1959)
Sony Corporation
April 2014
Representative Director, Executive Officer &President, Sony Corporate Services (Japan)
Corporation
September 2015 Vice President of Corporate Communications
Department and Senior General Manager of CSR
Department, Sony Corporation
June 2017
Chairman, Representative Director and Executive
Officer, Frontage Inc.
June 2019
Outside Director, the Company (to present)
April 2020
Executive Officer, Vice Chairman and Co-CEO,
Quantum Leaps Corporation
June 2022
Representative Director and Vice Chairman,
Quantum Leaps Corporation (to present)
February 2023
Executive Secretary, Japan Association of
Corporate Directors (to present)
June 2023
Outside Audit & Supervisory Board Member,Video Research Ltd. (to present)[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Mr. Yoshinori Hashitani has a wealth of experience and insight as the head of operations at one of Japan’s leading
global companies. In order to incorporate them, in particular his experience in general affairs, IR, corporate
communications strategies, etc. under a global setting, into the enhancement of the Company’s management
structure, the Company proposes that he be reelected as Outside Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
August 1997
May 1999
August 2002
September 2003

Toshiyuki Ito(March 11, 1958)

March 2006
March 2009
July 2010

4

December 2011
August 2013
August 2014
February 2016
June 2019

Joined Maritime Self-Defense Force, Ministry of
DefenseCommanding Officer, JS Hayashio (Commander)
Defense Attaché, Embassy of Japan in the UnitedStates of America (seconded to the Ministry ofForeign Affairs)
Commanding Officer, Submarine Division 2,
Maritime Self-Defense Force (Captain)
Director, Public Relations Office, Maritime Staff
Office (Captain)
Director, Intelligence Division (Captain)
Intelligence General, Intelligence Division (Rear
Admiral)Director General, C4I Department, Maritime Staff
Office (Rear Admiral)
Superintendent, MSDF Second Service School(Rear Admiral)
Commandant, Joint Staff College (Vice Admiral)
Commandant, Kure District, Maritime SelfDefense Force (Vice Admiral)
Professor, Graduate School of Innovation
Management, Toranomon Campus, Kanazawa
Institute of Technology (to present)
Outside Director, the Company (to present)

Number ofshares of theCompany held

1,000

[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Mr. Toshiyuki Ito is currently a graduate school professor who teaches organization theory and risk management,
based on his wealth of experience and insight he acquired as the head of various organizations in the Maritime
Self-Defense Force and as a Self-Defense Force official with various duties, including overseas assignments. He
has been contributing to the enhancement of the Company’s management structure and is expected to further
promote the Group’s organizational innovation. Therefore, the Company proposes that he be reelected as Outside
Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
August 1997
October 2001
June 2004

Hiroko Saito(December 29, 1961)
5

December 2008
June 2015
July 2015
July 2015
June 2016
April 2018
June 2023

Number ofshares of theCompany held

Joined Sony Corporation (currently Sony Group
Corporation)
Director of Corporate Communications, seconded
to Sony Pictures Entertainment Inc.
General Manager, Corporate PR Department, PR
Center, Sony Corporation
General Manager, Administration Section, Brand
Strategy Department
General Manager, in charge of Brand Strategy
Department
Advisor, UNIZO Holdings Company, Limited
Executive Officer
Director and General Manager, Building Sales
Department No. 3, UNIZO Real Estate Company,
LimitedManaging Director and Managing Executive
Officer, UNIZO Holdings Company, Limited
Started sole proprietorship (to present)
Outside Director, the Company (to present)

0[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Ms. Hiroko Saito has a wealth of experience and insight ranging from PR strategies and marketing strategies tomanagement strategies at one of Japan’s leading global companies. In order to incorporate them, in particular her
experience under a global setting, into the improvement of the Company’s brand value and enhancement of ourmanagement structure, the Company proposes that she be reelected as Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Yoshinori Hashitani, Mr. Toshiyuki Ito and Ms. Hiroko Saito are candidates for Outside
Directors.
3. Mr. Yoshinori Hashitani, Mr. Toshiyuki Ito and Ms. Hiroko Saito are currently Outside
Directors of the Company, and their terms of office as Outside Directors will have been five
years for Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito and one year for Ms. Hiroko Saito at
the conclusion of this General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with each of Mr. Yoshinori Hashitani, Mr. Toshiyuki Ito and Ms.
Hiroko Saito to limit their liability for damages set forth in Article 423, Paragraph 1 of said
Act. The maximum amount of liability for damages based on said agreement shall be theminimum amount stipulated by laws and regulations. The Company will continue the abovementioned agreement with each of them if their reelection as Outside Director is approved.
5. Mr. Yoshinori Hashitani, Mr. Toshiyuki Ito and Ms. Hiroko Saito satisfy the requirements for
Independent Officers as provided for by the Tokyo Stock Exchange, and if their election isapproved, the Company will designate them as Independent Officers and submit a notificationof the designation to said Exchange.
6. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under
said insurance agreement, damages that may arise as a result of the insured directors andofficers assuming responsibilities regarding the execution of their duties or receiving claims
pertaining to the pursuit of such responsibilities shall be covered. Each candidate will be-8-included as the insured under said insurance agreement, and the Company plans to renew said
insurance agreement during their terms of office.
7. Mr. Akisato Kitaoka is a new candidate for Director.

-9-Proposal 3:

Election of Three (3) Audit & Supervisory Board Members

The terms of office of all of the three (3) Audit & Supervisory Board Members will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of
three (3) Audit & Supervisory Board Members.
The Company has already obtained the consent of the Audit & Supervisory Board concerning thisagenda item.
The candidates for Audit & Supervisory Board Members are as follows:

No.

Name
(Date of birth)

Career summary, positions andsignificant concurrent positions
April 1978

1

Number ofshares of theCompany held

Joined Nippon Univac Kaisha, Ltd. (currently
BIPROGY Inc.)
November 1983 Joined IBM Japan, Ltd.
June 2002
Director and Managing Executive Officer,
seconded to APTi Corporation (currently JB
Advanced Technology Corporation)
January 2008
Joined InfoPrint Solutions Japan, K.K.
March 2008
Executive Vice President, Global Communications
Co., Ltd.
Kazuki Matsumoto November 2008 Director, Global Communications Co., Ltd.
20,000December 2008 Joined the Company, Special Advisor to the(August 9, 1954)
President
December 2008 Director, Advanced World Systems, Inc.
December 2008 Director, Advanced World Solutions, Inc.
June 2009
Director, General Manager of GSD/SaaS Division,
the Company
June 2012
Audit & Supervisory Board Member, AIS Co., Ltd.
June 2014
Audit & Supervisory Board Member, AIS Co., Ltd.
June 2014
Audit & Supervisory Board Member, the Company(to present)[Reason for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Kazuki Matsumoto possesses extensive practical experience in engineering and management at multiple
companies, including the Company. In addition, he has provided a variety of advice and suggestions from his
position as a long-standing auditor of the Company. In anticipation of his continued guidance in ensuring theappropriate execution of our business operations, the Company proposes that he be reelected as an Audit &Supervisory Board Member.

- 10 -

No.

Name(Date of birth)

Career summary, positions andsignificant concurrent positions
April 1995
April 1998
July 1999
May 2006
June 2008
November 2013

2

Number ofshares of theCompany held

Joined Hiroyuki Hara Judicial Scrivener Office
Joined Farsight CPA Office
Established Oshita Judicial Scrivener Office
Audit & Supervisory Board Member, the Company
Audit & Supervisory Board Member, the Company
Admitted, The Legal Training and Research
Yasutaka Oshita
30,000Institute of the Supreme Court of Japan(August 16, 1970)
December 2014 Training completion, The Legal Training andResearch Institute of the Supreme Court of Japan
December 2014 Established Oshita Law Firm (to present)
December 2014 Audit & Supervisory Board Member, the Company(to present)
June 2018
Audit & Supervisory Board Member, AIS Co., Ltd.
(to present)[Reason for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Yasutaka Oshita possesses extensive practical experience serving as an outside company auditor for multiple
companies. As a legal professional, he has a profound wealth of specialized knowledge, coupled with extensive
experience and insights into corporate legal matters. Leveraging his expertise, experience and insight, theCompany believes he can be expected to conduct high-quality audits from an objective, external perspective.
Therefore, the Company proposes that he be reelected as an Outside Audit & Supervisory Board Member.

- 11 -

No.

Name(Date of birth)

Career summary, positions andsignificant concurrent positions
October 2001

Shimon Morishita(August 31, 1974)
3

June 2004
May 2006
January 2009
June 2020

Number ofshares of theCompany held

Joined Nix Tax Research Institute Co., Ltd.
(currently K.K. Nice Partners)
Registered as certified public tax accountant
Joined Yamada & Partners Tax Co.
Established Morishita Accounting Office (topresent)
Audit & Supervisory Board Member, the Company(to present)

0[Reason for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Shimon Morishita has years of experience serving as an advisor to a number of venture companies. In
addition, as a certified public tax accountant, he has a wealth of extensive experience and knowledge in accounting
and tax matters. As such, the Company believes that he is well-equipped to effectively monitor the directors’
activities and provide recommendations and advice from an objective and impartial standpoint. For these reasons,the Company proposes that he be reelected as an Outside Audit & Supervisory Board Member.

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Yasutaka Oshita and Mr. Shimon Morishita are candidates for Outside Audit & Supervisory
Board Members.
3. Mr. Yasutaka Oshita and Mr. Shimon Morishita are currently Outside Audit & Supervisory Board
Members of the Company, and their terms of office as Outside Audit & Supervisory Board
Members will have been nine years and six months for Mr. Yasutaka Oshita and four years for
Mr. Shimon Morishita at the conclusion of this General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with each of Mr. Kazuki Matsumoto, Mr. Yasutaka Oshita and Mr.
Shimon Morishita to limit their liability for damages set forth in Article 423, Paragraph 1 ofsaid Act. The maximum amount of liability for damages based on said agreement shall be theminimum amount stipulated by laws and regulations. The Company will continue the abovementioned agreement with each of them if their reelection as Audit & Supervisory Board
Member is approved.
5. Mr. Yasutaka Oshita and Mr. Shimon Morishita satisfy the requirements for Independent
Officers as provided for by the Tokyo Stock Exchange, and if their election is approved, theCompany will designate them as Independent Officers and submit a notification of thedesignation to said Exchange.
6. The Company has entered into a directors and officers liability insurance agreement with aninsurance company to insure all its Audit & Supervisory Board Members, pursuant to theprovisions of Article 430-3, Paragraph 1 of the Companies Act. The agreement will coverdamages that may be incurred by the insured due to claims being filed in connection withliabilities for execution of duties or pursuit of such liabilities. If the candidates are elected asoriginally proposed, they will be included as the insured under said insurance agreement, andthe Company plans to renew said insurance agreement during their terms of office. The
Company bears the full premium for this insurance.

- 12 -

■ Expected knowledge and experience in particular○

AkisatoKitaoka

Director○○

Yoshinori
Hashitani

Director○○○

Toshiyuki
Ito

Director○○○

HirokoSaito

Director○○○

Audit &
Kazuki Supervisory
Matsumoto
Board
MemberAudit &
Yasutaka Supervisory
OshitaBoard
MemberAudit &
Shimon Supervisory
Morishita
Board
Member

○

○

○
○

○

○

○

○

○
○

○

○

○

Legal &
Compliance○

Financial
Affairs &Finance○

SDGs &
Sustainability

Sales &
MarketingDirectorHRdevelopment &Organizational
operation

International
experience

Masayuki
Aoki

Technology& R&D

Position

Corporate
management& Businessstrategy(Independent/
Outside)

Name

○
○

○

○

- 13 -

○

○

○

○

○

○

○