This document has been translated from 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.

Securities Code: 3649

Notice of the 38th General
Meeting of Shareholders
Date
Tuesday, March 28, 2023 at 10 a.m.
Reception desk opens at 9:30 a.m.
Venue
Otemachi SANKEI Plaza Rooms (311-312)
Tokyo Sankei Building 3F, 1-7-2, Otemachi,
Chiyoda-Ku, Tokyo
Proposals
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Five (5) Directors(Excluding Directors serving as
Audit & Supervisory Committee
Members)
Proposal 3: Determination of Compensation for
Granting Restricted Stock to
Directors (Excluding Directors who
are Audit & Supervisory Committee
Members and Outside Directors)

Contents
Notice of the 38th General Meeting of
Shareholders…………………………… 1
Reference Documents for General
Meeting of Shareholders……………………
4

To our shareholders:Shareholders may exercise their voting rights
in advance, either via the Internet, etc. or inwriting.
Deadline for exercising voting rights
By 6:00 p.m. on Monday, March 27, 2023
Any changes to the operation of the General
Meeting of Shareholders will be posted on our
website.

FINDEX Inc.

Securities Code: 3649
March 10, 2023

Dear Shareholders
1-7-2, Otemachi, Chiyoda-ku, Tokyo
FINDEX Inc.
Teruo Aibara, President & CEO
Notice of the 38th General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 38th General Meeting of Shareholders of theCompany will be held, with details as follows.
If you are unable to attend the meeting in person, you may exercise your voting rights
via the Internet, etc. or in writing. Please review the details of each proposal as theReference Documents for the General Meeting of Shareholders of the Notice of the 38th
General Meeting of Shareholders, and exercise your voting rights by 6:00 p.m.,
Monday, March 27, 2023, Japan time.

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Details
1.
2.

Date and Time
Location

3.

Purpose of the
Meeting
Reports:

Proposals:
Proposal 1:
Proposal 2:
Proposal 3:

Tuesday, March 28, 2023 at 10 a.m.
Otemachi SANKEI Plaza Rooms (311-312)
Tokyo Sankei Building 3F, 1-7-2, Otemachi, Chiyoda-Ku, Tokyo

1. Reports on the Business Report and Consolidated Financial
Statements and Audit Results of the Accounting Auditors andthe Audit & Supervisory Committee on Consolidated
Financial Statements for the 38th Fiscal Year (from January
1, 2022 to December 31, 2022)
2. Reports on the Financial Statements for the 38th Fiscal Year(from January 1, 2022 to December 31, 2022)
Appropriation of Surplus
Election of Five (5) Directors (Excluding Directors serving as
Audit & Supervisory Committee Members)
Determination of Compensation for Granting Restricted Stockto Directors (Excluding Directors who are Audit & Supervisory
Committee Members and Outside Directors)

 For those attending, please present the enclosed Voting Rights Exercise Form at thereception desk on arrival at the meeting.
 In the event of revisions to matters subject to electronic provision measures, noticeof such revisions and the original and revised versions of the matters will be posted
on each website mentioned above.

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<Submission of questions in advance>
At the General Meeting of Shareholders, we will answer questions or comments
about the company received from shareholders in advance. Please read thefollowing for details.
- Contact method: Please submit your questions or comments by email.
Be sure to include your name and shareholder number (you can find this on the
Voting Rights Exercise Form) in the subject of the email.
e-mail: kabunushi-soukai@findex.co.jp- Deadline for submission of questions in advance:
By 5:00 p.m., Monday, March 20, 2023, Japan time.
- On the day of the meeting, we will answer questions received in advance thatare relevant to the agenda, that are deemed to be of particular interest to
shareholders and that the Company is able to answer.
- We are unable to guarantee that all submitted questions will be answered. Pleasealso understand that we cannot provide answers individually.
- The above e-mail address will no longer be valid after the deadline forsubmission.

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Reference Documents for General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
The Company considers returning profits to shareholders to be one of its most importantmanagement issues, and its basic policy is to maintain stable dividends while also taking
factors such as future business expansion into consideration.
The Company proposes to pay a year-end dividend for the 38th Fiscal Year as follows:
Details of year-end dividend(1) Type of dividend property
Money(2) Matters related to allocation of dividend property to shareholders and total
amount
The Company proposes to pay a dividend of ¥6.5 per common share of theCompany.
Total amount: ¥167,585,763(3) Date when dividends from surplus become effective
March 29, 2023

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Proposal 2: Election of Five (5) Directors (Excluding Directors serving as Audit &Supervisory Committee Members)
The terms of office of all six (6) Directors (Excluding Directors serving as Audit &Supervisory Committee Members; the same applies hereinafter in this proposal) will
expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of five (5) Directors, including one (1)Outside Director.
The Audit & Supervisory Committee concludes that all candidates are qualified as
Director of the Company.
The candidates for Directors are as follows:
Candidates for Directors
No.
1
2
3
4
5

Current Position andResponsibilities at
the Company
President & CEO
Re-election Teruo Aibara Department Manager ofBusiness Strategy Dept.
Director and Department
Re-election Kohji Kondo Manager of Medical Sales
Solutions Dept.
Director and Department
HiroakiRe-election
Manager of Consulting
Hasegawa
Dept.
Director and Department
Riki
Re-election
Manager of System
Miyakawa
Development Dept.
Name

Re-election

Akira Ono

Outside Director-5-

Candidate Attribute————
OutsideDirector

Independent
OfficerNo.

Name(Date of birth)

Career summary, positions and responsibilities, andsignificant concurrent positions
April 1990

1

2

Number of theCompany’scommon shares
ownedJoined Shikoku Nippon Denki
Software K.K.
July 1993
Joined Pioneer Shikoku K.K.
(now the Company)
February 1994 Director of the Company
May 1994
President & CEO of the Company(current position)
July 2014
Department Manager of Business
Strategy Dept. of the Company
Teruo Aibara
7,707,600 shares(current position)(September 25, 1966)
February 2017 Director of Eagle Matrix Consulting
Co., Ltd. (now EMC Healthcare Co.,
Ltd.) (current position)
April 2021
Representative Director of Fitting
Cloud Inc. (current position)(Significant concurrent positions)
Director of EMC Healthcare Co., Ltd.
Representative Director of Fitting Cloud Inc.
[Reason for nomination]
The candidate has a proven track record, extensive experience of management in general, andoutstanding insights, having led the Company as President & CEO since 1994. He has also played an
extremely important role in technical decisions, and the determination and execution of management
policies and business strategies. The Company requests his reelection believing he will make acompetent director because he can be expected to contribute to the Group’s business expansion andfurther growth and development through transformation.
August 1984
Joined Suncherry Data System K.K.
April 2005
Joined the Company
April 2007
Corporate Officer of the Company
July 2008
Director and Department
Management, System Development
Dept. of the Company
Kohji Kondo
120,000 shares(March 22, 1964) July 2014
Director and Department Manager,
Sales Planning Dept. of theCompany
January 2021
Director and Department Manager,
Medical Sales Solutions Dept. of theCompany (current position)[Reason for nomination]
After working primarily in distributor support and system development operations, the candidate
demonstrated strong leadership, driving distributor support operations as Corporate Officer from2007. Having overseen distributor support and system development operations as Director since2008, he has a proven track record, experience and extensive industry knowledge. He currently
oversees sales, marketing distributor support and customer support operations as Director and
Department Manager of the Medical Sales Solutions Dept. The Company requests his reelection
believing he will make a competent director because he can be expected to contribute to the Group’sbusiness expansion and further growth and development through transformation.

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No.

Name
(Date of birth)

Hiroaki Hasegawa(August 5, 1968)

Career summary, positions and responsibilities, andsignificant concurrent positions
April 1993
December 2008
July 2009
April 2010
December 2010
November 2012
January 2021
January 2023

3

4

Joined TEIJIN LIMITED.
Joined BML, INC.
Joined the Company
Corporate Officer of the Company
Director of the Company
Department Manager, Hospital Sales
Solutions Dept. 2 of the Company
Director and Department Manager,
Hospital Sales Solutions Dept. of theCompany
Department Manager, Consulting
Dept. of the Company (current
position)

Number of theCompany’scommon shares
owned

12,000 shares[Reason for nomination]
The candidate has a proven track record, experience and extensive industry knowledge gained fromworking mainly in sales operations and then driving sales operations and demonstrating strong
leadership as Director from 2010. As Department Manager of the Hospital Sales Solutions Dept., hehas overseen sales operations at five sites in Tokyo, Osaka, Hokkaido, Kyoto and Niigata. He iscurrently drawing on the knowledge and experience gained in sales operations in his role as
Department Manager of the Consulting Dept. in charge of new business model development,
including proposing improvements in the operation of medical systems and proposing new business.
The Company requests his reelection believing he will make a competent director because he can be
expected to contribute to the Group’s business expansion and further growth and development
through transformation.
April 1998
Joined NEC Corporation
August 2009
Joined the Company
June 2012
Corporate Officer of the Company
July 2014
Corporate Officer and Department
Riki Miyakawa
Manager, System Development Dept.
–(July 17, 1972)of the Company
March 2016
Director and Department Manager,
System Development Dept. of theCompany (current position)[Reason for nomination]
After working primarily in system development operations, the candidate demonstrated strong
leadership, driving system development operations as Corporate Officer from 2012. Having overseen
system development operations as Director and Department Manager of the Systems Development
Dept. since 2016, he has a proven track record, experience and extensive industry knowledge. The
Company requests his reelection believing he will make a competent director because he can be
expected to contribute to the Group’s business expansion and further growth and development
through transformation.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities, andsignificant concurrent positions

Number of theCompany’scommon shares
owned

April 1980

5

Joined the Japan Chamber of Commerceand Industry (JCCI)
April 2005
General Manager in charge of new
projects at JCCI
April 2007
General Manager of Business Section andGeneral Manager in charge of promoting
new business at JCCI
April 2010
General Manager of International Section
and Administration Secretary-General of
APEC SME Summit Secretariat at JCCI
April 2012
Director treatment and General Manager
Akira Onoof International Section at JCCI–
(February 4, 1954)
April 2014
Director and Administration SecretaryGeneral, Japan Chamber of CommerceTokyo Chamber of Commerce Alliance
April 2016
Director and Administration SecretaryGeneral, Tokyo Chamber of Commerce
Alliance (current position)
March 2022 Outside Director of the Company(current position)(Significant concurrent positions)
Director and Administration Secretary- General, Tokyo
Chamber of Commerce Alliance[Reasons for nomination and overview of expected roles]
The candidate has gained a great deal of knowledge about making general industry policy proposals
to government and promoting and supporting enterprises as well as experience providing guidance at
the Japan Chamber of Commerce and Industry where he worked. He has twice experienced working
as Administration Secretary-General at overseas Japanese chambers and also has wide-ranging
knowledge of international operations, including supporting companies entering overseas markets
and global business operations as officer in charge of international affairs. Taking the candidate’s
current position into consideration, the Company requests his reelection believing he will make acompetent outside director because he can be expected to provide the Group’s management withappropriate advice and supervision both in terms of corporate governance and promoting business as
the Group expands its operations overseas in the future.

(Notes) 1. The candidates do not have any special interest in the Company.
2. Mr. Akira Ono is a candidate for Outside Director.
3. Mr. Akira Ono is currently the Company’s Outside Director and will have served as Outside Director
for one year upon the conclusion of this General Meeting of Shareholders.
4. The Company has executed an agreement with Mr. Akira Ono on the limitation of liability fordamages as provided for under the provisions of Paragraph 1, Article 423 of the Companies Act
according to the provisions of Paragraph 1, Article 427 thereof and the Articles of Incorporation. The
maximum amount of liability based on this agreement shall be the minimum amount stipulated bylaw, and if the reelection of Mr. Ono is approved, the Company intends to continue theaforementioned agreement with him.
5. The Company has signed a liability insurance policy for officers, etc. as specified in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company, and shall cover the insured persons,
who include Directors of the Company, against monetary damages, legal fees and costs, and otherdamages using the insurance policy (provided, however, there are some waiver events. For example,
there is no coverage of damages resulting from actions that the insured committed knowing they wereviolations of laws and regulations). The candidates will be the insured under the insurance policy ifthey are appointed and take office as a director. The Company also intends to renew the insurance
contract with the same content at next renewal.
6. The Company has registered Mr. Akira Ono as an Independent Officer pursuant to the provisions of
the Tokyo Stock Exchange. If Mr. Ono is reappointed, the Company will continue to designate him
as an independent officer.

-8-Proposal 3: Determination of Compensation for Granting Restricted Stock to Directors(Excluding Directors who are Audit & Supervisory Committee Members
and Outside Directors)
The Company has approval to set the maximum annual amount of compensation, etc.
for directors (Excluding Audit & Supervisory Committee Members) at ¥150 million, at
its 31st Ordinary General Meeting of Shareholders held on March 29, 2016. Separate
from the compensation framework above, the Company now requests an approval forthe introduction of a restricted stock compensation plan (hereinafter referred to as the“Plan”) for its Directors (Excluding Audit & Supervisory Committee Members andOutside Directors; hereinafter referred to as the “Eligible Directors”) to give them
incentive to strive for continuous improvement in corporate value and further promote
the sharing of value between Eligible Directors and shareholders. Under the Plan, theCompany proposes granting monetary compensation claims to be contributed-in kindfor restricted stock, up to a maximum annual amount of ¥100 million.
The Company believes that the content of this Proposal is appropriate because, under
the Plan, contributions to long-term business progress will be reflected incompensation, Eligible Directors will share both the benefits of a rising stock price andthe risks of a falling stock price with the shareholders, and this Proposal is in line with
the Company’s policy for determining compensation for individual directors.
Moreover, this Proposal was determined by the Board of Directors based on
deliberations at the Human Resources and Remuneration Committee.
There are currently five Eligible Directors; however, if Proposal 2 is approved as
proposed, there will be four Eligible Directors.
1. Outline of the Plan
Under the Plan, the Company shall grant monetary compensation claims in order toallot restricted shares to Eligible Directors, every fiscal year, in principle. Eligible
Directors shall be required to pay all the monetary compensation claims to the Company
as property contributed to kind and in return shall hold the Company’s common sharesthat will be issued or disposed of by the Company.
The restricted shares to be issued or disposed of for the Eligible Directors under thePlan shall be the Company’s common shares and the maximum total number ofcommon shares to be issued or disposed of within a one-year period reckoned from thedate of the General Meeting of Shareholders for each fiscal year shall be 100,000 shares.
Provided, however that in the event of a share split or share consolidation of theCompany’s common shares with an effective date that is on or after the resolution dateof this Proposal or other acts which might affect the per share value, the total numberof common shares to be issued or disposed of under the Plan shall be adjusted to areasonable extent.

-9-In addition, the amount to be paid in per share of common stock to be issued or disposedof for the Eligible Directors under the Plan shall be determined by the Board of
Directors within a range that is not particularly advantageous to the Eligible Directors,
based on the closing price of the Company’s common shares on the Tokyo Stock
Exchange on the business day before the day of each resolution of the Board of
Directors determining matters for subscription to the common shares (if no trading isreported on that day, the closing price on the trading day immediately preceding suchday). The specific timing of payment and allocation to each Eligible Director shall be
determined at a meeting of the Board of Directors following deliberation at the Human
Resources and Remuneration Committee.
2. Matters concerning restricted shares to be granted to the Eligible Directors
The Company and the Eligible Directors will enter into a restricted stock allotment
agreement (hereinafter referred to as the “Allotment Agreement”), including thefollowing details. (The common shares allotted under the Allotment Agreement shallhereinafter be referred to as the “Allotted Shares.”)(1) Period of transfer restrictions
The Eligible Directors may not transfer, create a security interest in, gift whilst
they are alive or otherwise dispose of the Allotted Shares during the period
predetermined by the Board of Directors of the Company between three to five
years from the date of payment for the Allotted Shares (hereinafter referred to as
the “Transfer Restriction Period”).
(2) Conditions for removing transfer restrictions
The Company will remove the transfer restrictions on all the Allotted Shares upon
expiry of the Transfer Restriction Period, on the condition that the Eligible
Directors have continuously held the position of Director, Corporate Officer or
employee of the Company or a subsidiary of the Company during the period
determined by the Company’s Board of Directors (hereinafter referred to as the“Service Rendering Period”).
Provided, however, that if the Eligible Directors resign or retire, etc. for justifiablereasons or resign or retire, etc. due to death before the end of the Transfer
Restriction Period, the Company shall adjust the number of Allotted Shares on
which the restrictions will be lifted and the timing of the lifting of the Transfer
Restrictions in a reasonable manner as needed.
(3) Reasons for acquisition without consideration
If the Eligible Directors resign or retire, etc. without justifiable reason from theCompany before the end of the Service Rendering Period, the Company shall
automatically acquire the Allotted Shares without consideration.
The Company shall automatically acquire without consideration the Allotted
Shares for which the restriction on transfer is not lifted at the time when the
restriction on transfer is lifted as specified in (2) above.

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(4) Handling in the case of organizational restructuring, etc.
Notwithstanding the provisions of (1) above, when a merger agreement in which
the Company will become a disappearing company, a share exchange agreement
or a share transfer plan in which the Company will become a wholly owned
subsidiary, or other matter concerning organizational restructuring, etc. isapproved at a General Meeting of Shareholders of the Company (or the Board of
Directors of the Company, if there is no need to obtain approval at a General
Meeting of Shareholders for the organizational restructuring, etc.) during theTransfer Restriction Period, the Company shall adjust the number of Allotted
Shares on which the restrictions will be lifted and the timing of the lifting of theTransfer Restrictions in a reasonable manner as needed. In this case, the Company
shall automatically acquire without consideration all the Allotted Shares forwhich the restriction on transfer is not lifted immediately after the restriction ontransfer was lifted.
(5) Other matters
Other matters concerning the allotment agreement shall be set forth by the Boardof Directors of the Company.
If the introduction of the Plan is approved at the General Meeting of Shareholders, theCompany plans to allot restricted shares similar to those under the Plan to Corporate
Officers who do not concurrently serve as Directors of the Company and to Directorsof the Company’s subsidiaries.

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(Reference)
Expertise and experience of the five candidates for Directors (Excluding Directors
serving as Audit & Supervisory Committee Members) and the three Directors who are
Audit & Supervisory Committee Members (Skills Matrix)
Experience

IR

Information
security

Businessplanning

Development
and technology

Sales and
consulting

Industryknowledge

●

●

●

●

●

●

●

Kohji Kondo

●

●

●

●

●

HiroakiHasegawa

●

●

●

●

●

Riki
Miyakawa

●

●

●

●

●

Akira Ono●

(Outside
Director)

Overseasknowledge

Riskmanagement●

Legal affairs
and compliance●

Finance andaccounting

Business
operation

Teruo
AibaraCorporate
management

Name

Specialized skill●

Koji
Yamauchi(Full-time
Audit &
Supervisory
Committee
Member)●●Takashi
Kitada(Outside
Director)(Audit &Supervisory
Committee
Member)●●●Satoshi
Yamada(Outside
Director)(Audit &Supervisory
Committee
Member)●●* If Proposal 2 is approved as proposed, the Company will have five Directors (excluding Directors serving
as Audit & Supervisory Committee Members) (including one Outside Director). Mr. Akira Ono, who is
the Outside Director, will be an Independent Officer.
* The above table indicates the areas of expertise of each Director in light on their experience, etc. and is not
an exhaustive list of all the expertise each director can offer.

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