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 39th General
Meeting of Shareholders
Date
Wednesday, March 27, 2024 at 10 a.m. JST
Reception desk opens at 9:30 a.m. JST
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: Election of Three (3) Directors who
are Audit & Supervisory Committee
Members
Proposal 4: Election of One (1) Director who isa substitute Audit & Supervisory
Committee Member

Contents
Notice of the 39th 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. JST on Tuesday, March 26, 2024
Any changes to the operation of the General
Meeting of Shareholders will be posted on our
website.

FINDEX Inc.

Securities Code: 3649
March 8, 2024

Dear Shareholders:
1-7-2, Otemachi, Chiyoda-ku, Tokyo
FINDEX Inc.
Teruo Aibara, President & CEO
Notice of the 39th 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 39th 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 39th
General Meeting of Shareholders, and exercise your voting rights by 6:00 p.m.,
Tuesday, March 26, 2024, JST.

-1-

Details
1.
2.

Date and Time
Location

3.

Purpose of the
Meeting
Reports:

Proposals:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Wednesday, March 27, 2024 at 10 a.m. JST
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 39th Fiscal Year (from January
1, 2023 to December 31, 2023)
2. Reports on the Financial Statements for the 39th Fiscal Year(from January 1, 2023 to December 31, 2023)
Appropriation of Surplus
Election of Five (5) Directors (Excluding Directors serving as
Audit & Supervisory Committee Members)
Election of Three (3) Directors who are Audit & Supervisory
Committee Members
Election of One (1) Director who is a substitute Audit &Supervisory Committee Member

 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.

-2-

<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., Tuesday, March 19, 2024, JST.
- 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.

-3-

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 39th 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 ¥9.0 per common share of theCompany.
Total amount: ¥232,208,208(3) Date when dividends from surplus become effective
March 28, 2024

-4-

Proposal 2: Election of Five (5) Directors (Excluding Directors serving as Audit &Supervisory Committee Members)
The terms of office of all five (5) 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 theCompany
President & CEO
Re-election Teruo Aibara Department Manager ofBusiness Strategy Dept.
Director and Department
Re-election Kohji Kondo Manager of Medical Sales
Solutions Dept.
HiroakiDirector and Department
Re-election
Hasegawa Manager of Consulting Dept.
Director and Department
Manager of Software
Riki
Re-election
Package Development Dept.
Miyakawa
General Manager,
Information Security
NameRe-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(current position)
Teruo Aibara
7,707,600 shares(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.
June 2023
Director of Fitting Cloud Inc. (current
position)(Significant concurrent positions)
Director of Fitting Cloud Inc.
Director of EMC Healthcare Co., Ltd.
[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
123,081 shares
Director and Department Manager,(March 22, 1964) July 2014
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.

-6-

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
Director and Department Manager,
Consulting Dept. of the Company(current position)

Number of theCompany’scommon shares
owned

15,081 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
Manager, System Development Dept.
of the Company
Director and Department Manager,
Riki Miyakawa March 2016
3,081 shares
System Development Dept. of the(July 17, 1972)
Company
April 2023
Director and Department Manager ofSoftware Package Development Dept.
of the Company (current position)
October 2023
General Manager, Information Securityof the Company(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. Additionally,
since 2016, he has been overseeing the system development of the Group’s as the Director of the
Systems Development Department, and from 2023 onwards, as the Director of Software Package
Development and General Manager of the Information Security Department. He possesses a proventrack 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’sbusiness expansion and further growth and development through transformation.

-7-

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
of International Section at JCCI
Akira Ono–
Director and Administration Secretary(February 4, 1954) April 2014
General, Japan Chamber of CommerceTokyo Chamber of Commerce Alliance
April 2016
Director and Administration SecretaryGeneral, Tokyo Chamber of Commerce
Alliance
March 2022 Outside Director of the Company(current position)
April 2023
Councilor, Tokyo Chamber of Commerce
Alliance (current position)(Significant concurrent positions)Councilor, 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 two years upon the conclusion of this General Meeting of Shareholders.
4. The Company has entered into 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. Akira Ono is reappointed, the Company will continue to designate
him as an independent officer.

-8-Proposal 3: Election of Three (3) Directors who are Audit & Supervisory Committee
Members
The term of office of three (3) Directors who are Audit & Supervisory Committee
Members will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of three (3) Directors who are Audit& Supervisory Committee Members.
The Audit & Supervisory Committee concludes that all candidates are qualified as
Director of the Company. The candidates are as follows:
Candidates for Directors who are Audit & Supervisory Committee Members
Current Position andNo.
Name
Responsibilities at theCandidate Attribute
Company
Director [Full-time Audit &Kouji
1 Re-election
Supervisory Committee—
YamauchiMember]Outside Director [Audit &Takashi
OutsideIndependent
2 Re-election
Supervisory Committee
Director
Officer
KitadaMember]Outside Director [Audit &OutsideIndependent
3 Re-election Akira Yamada Supervisory Committee
Director
OfficerMember]

-9-

No.

Name
(Date of birth)

Kouji Yamauchi(October 3, 1965)
1

2

Career summary, positions and responsibilities, andsignificant concurrent positions
February 1995
May 2008
July 2008
March 2016

Joined Honda Service Center Co., Ltd.
Joined the Company
Full-time Audit & Supervisory
Committee Member of the Company
Director (Full-time Audit &Supervisory Committee Member) , theCompany (current position)

Number of theCompany’scommon shares
owned

–

[Reason for nomination]
The candidate, serving as a full-time Director on the Audit & Supervisory Committee, has extensive
audit experience and a proven track record of providing appropriate advice and recommendations.
The Company requests his reelection, believing that he will serve as a director on the audit committee
because he can contribute to further strengthening the corporate governance of the Group.
March 1985
Registered as a Certified Public
Accountant
April 1998
Joined Deloitte Touche Tohmatsu
LLC
July 1999
Partner, Deloitte Touche Tohmatsu
LLC
October 2014
Established Kitada Takashi CPA
Office (current position)
March 2016
Outside Director (Audit andTakashi Kitada
Supervisory Committee Member) ,1,000 shares(February 24, 1956)
Okura Industrial Co.,Ltd. (current
position)
Outside Director (Audit &Supervisory Committee Member) ,the Company (current position)(Significant concurrent positions)
Kitada Takashi CPA Office Manager
Outside Director of Okura Industrial Co.,Ltd.
[Audit & Supervisory Committee Member][Reasons for nomination and overview of expected roles]
The candidate has specialized knowledge in finance and accounting, extensive audit experience as acertified public accountant, and a proven track record of providing appropriate advice andrecommendations. The Company requests his reelection, believing that he is well-qualified to serveas an outside director and can thus contribute to further strengthening the corporate governance of
the Group by serving as a member of the audit committee. Furthermore, he was previously affiliatedwith the audit firm Deloitte Touche Tohmatsu LLC, which served as our company's auditor. The
Company has a transactional relationship with the audit firm regarding the payment of audit fees;
however, the amount constitutes less than 0.1% of the audit firm's total revenue, thus representing aminimal portion. Additionally, although he was involved in the Company's audit work at the audit
firm until the fiscal year 2011, he has not been engaged in any of the Company's audit activities sincethen. Therefore, the Company judges that his independence is adequately ensured.

- 10 -

No.

Name(Date of birth)

Career summary, positions and responsibilities, andsignificant concurrent positions

Number of theCompany’scommon shares
owned

April 1987
June 1991

3

Joined the Suginami hospital
Joined the Umezono hospital(nowTama rehabilitation hospital)
June 1993
Joined the Hojo hospital
July 1999
Representative Director of the Best
Care K.K.
December 2017 Representative Director of the J･Top
Inc. (current position)
Akira Yamada–(November 4, 1963) February 2019 Representative Director of the Valuepp
Inc. (current position)
October 2021
Outside Director (Audit & Supervisory
Committee Member) , the Company(current position)(Significant concurrent positions)Representative Director of the J･Top Inc.
Representative Director of the Valuepp Inc.
[Reasons for nomination and overview of expected roles]
The candidate, possessing extensive professional experience in healthcare institutions and broad
insights as a business executive in the caregiving industry, is expected to provide appropriate advice
and recommendations from a multidimensional perspective and contribute to further enhancing theGroup’s corporate governance. The Company deems him suitable as an outside director and hereby
requests his reappointment as an outside director serving on the audit committee.

(Notes) 1. The candidates do not have any special interest in the Company.
2. Mr. Takashi Kitada and Akira Yamada are a candidate for Outside Director.
3. Mr. Takashi Kitada is currently the Company’s Outside Director and will have served as Outside
Director for eight years upon the conclusion of this General Meeting of Shareholders.
4. Mr. Akira Yamada is currently the Company’s Outside Director and will have served as Outside
Director for two years and five months upon the conclusion of this General Meeting of Shareholders.
5. The Company has entered into an agreement with Mr. Takashi Kitada and Mr. Akira Yamada on thelimitation of liability for damages 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 by law, and if the reelection of Mr. Takashi Kitada and Mr. Akira Yamada areapproved, the Company intends to continue the aforementioned agreement with them.
6. 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 an Audit & Supervisory Committee Member. The Company also
intends to renew the insurance contract with the same content at next renewal.
7. The Company has registered Mr. Takashi Kitada and Mr. Akira Yamada as Independent Officers
pursuant to the provisions of the Tokyo Stock Exchange. If Mr. Takashi Kitada and Mr. Akira Yamada
are reappointed, the Company will continue to designate them as independent officers.

- 11 -

Proposal 4: Election of One (1) Director who is a substitute Audit & Supervisory
Committee Member
The Company proposes to elect one (1) Director who is a substitute Audit &Supervisory Committee Member, to prepare for the event that the number of Directors
who are Audit & Supervisory Committee Members falls below the number requiredby laws and regulations. The consent of the Audit & Supervisory Committee has beenobtained for this proposal. The candidate is as follows:
Candidate for Director serving as a substitute Audit & Supervisory Committee
Member is as follows.
Name(Date of birth)

Career summary, positions and responsibilities, andsignificant concurrent positions

Number of theCompany’scommon shares
owned

December 2017 Registered as an attorney
June 2019
Joined Sato General Law Office(current position)–(January 17, 1992)(Significant concurrent positions)
Sato General Law Office Attorney[Reasons for nomination and overview of expected roles]
The candidate is well-versed in a wide range of corporate affairs, including governance overall, M&A,
capital policy, finance, personal information protection, and harassment, among others, including theestablishment of internal controls. With expertise from a legal perspective, the Company expects thatthe candidate will provide appropriate advice. The Company nominates him as suitable for the
position of an outside director, serving as a substitute Audit & Supervisory Committee Member.

Takuya Ayukawa(Notes) 1. The candidate is a lawyer at Sato General Law Office, and the Company has entered into an advisory
contract with the same law office. However, he does not have any special interest in the Company.
2. Mr. Takuya Ayukawa is a candidate for substitute Outside Director.
3. If Mr. Takuya Ayukawa is appointed as an outside director serving on the Audit & Supervisory
Committee, the Company plans to enter into an agreement with Mr. Takuya Ayukawa on thelimitation of liability for damages 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 by law.
4. 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 the Director 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 for damages resulting from actions that the insured committed knowing they
were violations of laws and regulations). Mr. Takuya Ayukawa will be insured under the insurance
policy if appointed and takes office as an Audit & Supervisory Committee Member. The Company
also intends to renew the insurance contract with the same content at the next renewal.

- 12 -

(Reference)
The experience of the five candidates for Directors (Excluding Directors serving as
Audit & Supervisory Committee Members) and the three candidates for Directors who
are Audit & Supervisory Committee, along with the areas in which the company
especially expects from them.
Experience●

Riki
Miyakawa●●

Akira Ono

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

(Outside
Director)

●

●

Kouji
Yamauchi(Full-time
Audit &
Supervisory
Committee
Member)●●Takashi
Kitada(Outside
Director)(Audit &Supervisory
Committee
Member)

●

●

●

Akira
Yamada(Outside
Director)(Audit &Supervisory
Committee
Member)●●* If Proposal 2 and 3 are approved as originally proposed, the total number of Directors will be eight. This
includes three Directors serving on the Audit & Supervisory Committee, two of whom are Outside
Directors. Additionally, there will be three Outside Directors in total, all of whom are expected to be
Independent Officers.
* The above list represents the areas of expectation from each individual based on their experience, etc. andis not an exhaustive list of all the expertise each director can offer.

- 13 -

Sustainability●●

Overseasknowledge

HiroakiHasegawa

Industryknowledge●

Sales and
consulting

Kohji
Kondo

Development
and technology●

Businessplanning

IR●

Information
security

Risk
management●

Legal affairs
and compliance●

Finance andaccounting

Business
operation

Teruo
AibaraCorporate
management

Name

Areas of expectations from the company