Note: This 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.

Securities Code: 4722
Date of issuance: March 8, 2023
Start date of measures for providing information in electronic format: March 2, 2023
To our shareholders:
Yasufumi Kanemaru
Chairman and President
Future Corporation
1-2-2 Osaki, Shinagawa-ku, Tokyo

Notice of the 34th Annual General Shareholders’ Meeting
We are pleased to announce the 34th Annual General Shareholders’ Meeting of Future Corporation (the “Company”),
which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format, andposts this information as “Notice of the 34th Annual General Shareholders’ Meeting” on the Company’s website.
Please access the Company’s website using the internet address shown below to review the information.
The Company’s website:
https://www.future.co.jp/en/investor_relations/ir_event/In addition to posting matters for which measures for providing information in electronic format are to be taken on
the website listed above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc.
(TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using
the internet address given below, input the issue name (company name) or securities code (4722), and click “Search,”and then click “Basic information” and select “Documents for public inspection/PR information,” “Notice of General
Meeting of Shareholders/Materials for General Meeting of Shareholders.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)-1-1. Date and Time: Thursday, March 23, 2023, at 10:00 a.m. (JST)(Reception will commence at 9:00 a.m.)
2. Venue:
The Company’s Conference Room “Erin,”
Art Village Osaki Central Tower 15th floor,
1-2-2 Osaki, Shinagawa-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 34th fiscal year (from January 1,2022 to December 31, 2022), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 34th fiscal year (from January 1, 2022 to December31, 2022)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Five Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4:
Election of One Director Who Is an Audit and Supervisory Committee Member- If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the matters before and after the revisions will be posted on the Company’s aforementioned website andthe TSE website.

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Reference Documents for the General Shareholders’ Meeting
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year and futurebusiness development, and it proposes to pay year-end dividends for the fiscal year as follows:(i)Type of dividend property
To be paid in cash.

(ii)

Allotment of dividend property and aggregate amount thereof
The Company proposes to pay a dividend of ¥20 per share of common stock of the Company.
In this event, the total dividends will be ¥1,771,120,960.

(iii) Effective date of dividends of surplus
The effective date of dividends will be March 24, 2023.

-3-

Proposal No. 2: Amendments to the Articles of Incorporation
1. Reasons for the proposal
The Company proposes to make partial amendments to the Articles of Incorporation as it believes that allowing tohold electronic-only general meeting of shareholders (so-called “virtual-only general meeting of shareholders”) will
make it easier for many shareholders, including those living in distant locations to attend the meeting, thereby
revitalizing and smoothing the general meeting of shareholders, and will also contribute to reducing the risk ofinfection or natural disasters.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined parts are to be amended.)
Proposed Amendments

Current Articles of incorporation
Article 12. (Convocation of General Meeting of Shareholders)
An annual general meeting of shareholders shall be convened in
March of each year, and an extraordinary general meeting ofshareholders shall be convened as necessary.
(Newly established)

Article 12. (Convocation of General Meeting of Shareholders)(1) An annual general meeting of shareholders shall be convenedin March of each year, and an extraordinary general meeting ofshareholders shall be convened as necessary.
(2) The Company may appoint a general meeting of shareholders
as a general meeting of shareholders without a designatedvenue for the meeting.

-4-Proposal No. 3: Election of Five Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)
At the conclusion of this meeting, the terms of office of all five Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies to the rest of this proposal) will expire. Therefore, the Company
proposes the election of five Directors to sustainably increase the Company’s corporate value.
The candidates for Director are as follows: There is no special interest between any of the candidates and theCompany.
CandidateNo.

Name1

Yasufumi Kanemaru

Chairman, President and Group CEO
Chairman of Future Architect, Inc.

Reelection

2Kunihito Ishibashi

Executive Senior Vice President, Chief Information Security
Officer (CISO) and in charge of Innovation
Director of Future Architect, Inc.

Reelection

3Yuki Shingu

Director in charge of IT Consulting & Services and in charge ofDiversity, Equity & Inclusion (DEI)
President and Chief Executive Officer of Future Architect, Inc.

Reelection

4

Yohei Saito

Director, Chief Technology Officer (CTO) and in charge ofTechnology Business
Executive Senior Vice President of Future Architect, Inc.

Reelection

Hiromi Yamaoka

Director, Chief Sustainability Officer (CSO) and Chief Legal
Officer (CLO) and in charge of Financial Business and FinTech
Strategy
Head of Future Research Institute of Economy and FinanceReelection

5Reelection

Current position and responsibility in the Company

Candidate for Director to be reelected-5-

Attribute

Candidate
No.

Name(Date of birth)

Number of theCareer summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
ownedApr. 1979
Apr. 1982

Joined Logic Systems International Inc.

Sept. 1985

Senior Vice President of NTT PC
Communications Incorporated

Nov. 1989

Established the Company, President and Chief
Executive Officer

Reelection

1

Joined Kabushiki Kaisha TKC (currently TKCCorporation)

Mar. 2006

Chairman and President

Yasufumi Kanemaru(March 12, 1954)

Jan. 2007

ChairmanMar. 2011

Chairman and President

Attendance at Board ofDirectors meetings
13/13

June 2015

Outside Director of Ushio Inc. (currentposition)

July 2015

Chairman of the Company

Apr. 2016

Chairman, President and Group CEO(current position)

11,117 thousand
sharesChairman and Representative Director ofFuture Architect, Inc.
Mar. 2022

Chairman of Future Architect, Inc. (currentposition)

Reasons for nomination as candidate for Director
Yasufumi Kanemaru is the founder of the Company, and as the CEO of the Company group (the “Group”) he has been
responsible for formulation and execution of management strategy, has taken a higher perspective to building close
cooperative relationships with customers, and has driven the growth of the Group. For these reasons, the Company
judges that he is capable not only of further enhancing the corporate value of the Group but also of providing strong
leadership to its management and contributing to more sustainable development, and has therefore nominated him as acandidate for reelection as Director.
Apr. 1983

Reelection
Kunihito Ishibashi(October 29, 1960)

2

Attendance at Board ofDirectors meetings
13/13

Joined Logic Systems International Inc.

Feb. 1987

Joined Sharp Corporation

Nov. 1989

Joined the Company

July 1996

DirectorOct. 2003

Executive Senior Vice President

Apr. 2016

Executive Senior Vice President, CTO and CSO
Executive Senior Vice President of Future
Architect, Inc.

Mar. 2018

Executive Senior Vice President, CISO andin charge of Innovation of the Company(current position)

Mar. 2020

Director of Future Architect, Inc. (currentposition)

1,236 thousand
sharesReasons for nomination as candidate for Director
In addition to driving the business of the Group as leader of the technology department of the Company since its startup
phase, Kunihito Ishibashi has contributed to securing the stability and reliability of the business as the person in chargeof information security. For these reasons, the Company judges that he is capable of contributing to further
enhancements in the corporate value of the Group, and has therefore nominated him as a candidate for reelection asDirector.

-6-CandidateNo.

Name(Date of birth)

Number of theCareer summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
ownedApr. 1994

Reelection
Yuki Shingu(June 2, 1971)

3

Attendance at Board ofDirectors meetings
13/13

Joined City Ascom Co., Ltd.

Feb. 1998

Joined the Company

Mar. 2012

Resigned from the Company

Oct. 2014

Joined Microsoft Japan Co., Ltd.

Apr. 2017

Joined the Company
Executive Officer of Future Architect, Inc.

Mar. 2019

Director in charge of IT Consulting of theCompany (current position)
In charge of Group Alliance24 thousandshares

President and Chief Executive Officer ofFuture Architect, Inc. (current position)
Mar. 2022

In charge of DEI of the Company (currentposition)

Reasons for nomination as candidate for Director
In addition to her track record in strengthening relations with customers and winning new orders as President and Chief
Executive Officer of Future Architect, Inc., Yuki Shingu has been active on the front line of projects to gather her own
information even during difficult negotiations with customers, and has taken a fact-based approach to making rapid
decisions and implementing responses. By interacting openly with employees at all times and adopting an attitude ofworking together to create a fulfilling work environment, she has developed an organization that consistently pursues
the optimal outcome. For these reasons, the Company judges that she is capable of contributing to further enhancementsin the corporate value of the Group, and has therefore nominated her as a candidate for reelection as Director.
Apr. 2001

Joined the Company

May 2009

Head of Technology Application Strategy
OfficeReelection

4Feb. 2015

Vice President of Technology Innovation Group

Yohei Saito(February 18, 1977)

Apr. 2016

Executive OfficerMar. 2018

Director and CTO

Attendance at Board ofDirectors meetings
13/13Mar. 2019

Director, CTO and in charge of Technology
Business (current position)

23 thousand
sharesDirector of Future Architect, Inc.
Mar. 2022

Executive Senior Vice President of Future
Architect, Inc. (current position)

Reasons for nomination as candidate for Director
As the CTO of the Company, Yohei Saito has not only conducted research and development on cutting-edge IT but has
also recruited many outstanding engineers, thus creating an organization involved in a broader-range and deeper R&D
activity. Furthermore, as an Executive Senior Vice President of Future Architect, Inc., he has created new projects bylinking the results of this R&D to the issues faced by customers. For these reasons, the Company judges that he iscapable of contributing to further enhancements in the corporate value of the Group, and has therefore nominated him
as a candidate for reelection as Director.

-7-CandidateNo.

Name(Date of birth)

Reelection
Hiromi Yamaoka(April 25, 1963)
Attendance at Board ofDirectors meetings
13/13

Number of theCareer summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1986

Joined the Bank of Japan

July 2007

Alternate Executive Director for Japan ofInternational Monetary Fund (the IMF)

Apr. 2013

Director-General of Financial Markets
Department of the Bank of Japan

Sept. 2015

Director-General of Payment and Settlement
Systems Department

Feb. 2019

Joined the Company, Advisor

Mar. 2019

Director in charge of Financial Business and
FinTech Strategy (current position)
Head of Future Research Institute of
Economy and Finance (current position)5(Note)1 thousand sharesMar. 2022

CSO (current position)

Sept. 2022

CLO (current position)

Reasons for nomination as candidate for Director
As well as having experience in the drafting of international currency policy as a member of the Executive Board of theInternational Monetary Fund (the IMF), Hiromi Yamaoka gained a deep understanding of the impact of technologicalinnovation on the future of the economy and finance during the course of establishing the Bank of Japan’s FinTech
Center. In addition, he is an attorney at law in New York. At the Company, while advancing businesses as the person incharge of Group Legal Affairs and the person responsible for promoting ESG & SDGs by leveraging his deep
knowledge, he has also strengthened relationships with people from various fields outside the Company and raised
awareness of the Group in society. For these reasons, the Company judges that he is capable of contributing to furtherenhancements in the corporate value of the Group, and has therefore nominated him as a candidate for reelection asDirector.
The Company has entered into a directors and officers liability insurance policy with an insurance company, as provided forin Article 430-3, paragraph (1) of the Companies Act, whereby the insured are indemnified for losses, etc. arising from claims
for damages incurred in relation to the execution of their duties. Under this directors and officers liability insurance policy,
the insured comprise the Directors, Executive Officers, and Audit & Supervisory Board Members of the Company and its
domestic group companies, with all insurance premiums being borne by the Company. In concluding this policy, the deductibleof ¥1 million was established regarding litigation from the Company, whereby losses of less than ¥1 million are not eligiblefor coverage. This measure has been devised to ensure the proper performance of duties by the insured. In addition, theCompany plans to renew the policy with the same terms at the next renewal. Each candidate will be included as insureds inthe policy.

<Opinion of the Audit and Supervisory Committee>
Nominations of Directors (excluding Directors who are Audit and Supervisory Committee Members) were confirmed
by listening to potential candidates give individual presentations, made available to the entire company, on theexecution of business and performance during the fiscal year in question, after which the Audit and Supervisory
Committee considered nominations based on deliberations of the Nomination and Remuneration Committee, which
consists of all four Audit and Supervisory Committee Members and the President and Chief Executive Officer.
As a result, the Audit and Supervisory Committee judges that all the candidates nominated in this proposal are wellqualified to serve for the role of Director of the Company.

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Proposal No. 4:

Election of One Director Who Is an Audit and Supervisory Committee Member

At the conclusion of this meeting, the term of office of one of four Directors who are Audit and Supervisory
Committee Members will expire. Therefore, the Company proposes the election of one Director who is an Audit andSupervisory Committee Member. After deliberations by the Nomination and Remuneration Committee, this proposal
received the approval of the Audit and Supervisory Committee.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows: There is no special
interest between the candidate and the Company.
Name

Current position in the Company(Significant concurrent positions outside theCompany)

Miki Sakakibara

Director, Audit and Supervisory Committee Member
Executive Officer of MACNICA HOLDINGS, INC.

Reelection

Candidate for Director to be reelected

OutsideCandidate for outside Director

Independent

Independent officer as defined by the securities exchange, etc.

-9-Attribute
Reelection
OutsideIndependent

Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
ownedAdmitted in Law in Japan
Attorney at law of Century Law Office (currentlyOutside
L&J Law Office)Sept. 2002
Attorney at law of Freshfields Bruckhaus Deringer
Independent
Jan. 2003
Admitted in Law in California, the U.S.
Oct. 2003
Joined Matsushita Electric Industrial Co., Ltd.
Miki Sakakibara(currently Panasonic Corporation)(January 6, 1968)– thousand shares
June 2018
President of Japan In-House Lawyers Association
Attendance at Board of Directors
Mar. 2019
Outside Director who is an Audit and Supervisory
meetings
Committee Member of the Company (current13/13position)
June 2019
Joined UNIVERSAL MUSIC LLC
Attendance at Audit and Supervisory Aug. 2021
Joined MACNICA, Inc.
Committee meetings
July 2022
Executive Officer of MACNICA HOLDINGS,
13/13
INC. (current position)
Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member
As an attorney at law, Miki Sakakibara has expert knowledge and extensive experience in relation to intellectual property rights andcompliance in particular. The Company expects her to leverage the specialist legal experience she accumulated on the corporate
front line as an in-house attorney to supervise execution of business of the Company and become involved in important management
decisions.
Other than serving as an attorney at law in the past, for the reasons given above and because she has on many occasions offereduseful opinions and advice from the perspective of an attorney in the past, the Company judges that she is capable of executing theduties of outside Director appropriately.
In addition, if she is elected, she will be involved as a member of the Nomination and Compensation Committee from an objective
and neutral standpoint in the selection of candidates for officers of the Company and the determination of officer compensation.
Reelection

Notes:Apr. 1997
Apr. 1997

1. Miki Sakakibara is a candidate for outside Director as defined in Article 2, paragraph (3), item (vii) of the Regulations for
Enforcement of the Companies Act.
2. At the conclusion of this meeting, Miki Sakakibara’s tenure as outside Director who is an Audit and Supervisory
Committee Member will have been four years.
3. The Company has entered into an agreement with Miki Sakakibara to limit her liability for damages under Article 423,
paragraph (1) of the Companies Act, pursuant to the provisions of Article 427 of the Companies Act. If her reelection isapproved, the Company plans to renew the limited liability agreement with her.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act, whereby the insured are indemnified for losses, etc. arising fromclaims for damages incurred in relation to the execution of their duties. Under this directors and officers liability insurance
policy, the insured comprise the Directors, Executive Officers, and Audit & Supervisory Board Members of the Company
and its domestic group companies, with all insurance premiums being borne by the Company. In concluding this policy,
the deductible of ¥1 million was established regarding litigation from the Company, whereby losses of less than ¥1 million
are not eligible for coverage. This measure has been devised to ensure the proper performance of duties by the insured. Inaddition, the Company plans to renew the policy with the same terms at the next renewal. The candidate will be included
as an insured in the policy.
5. Miki Sakakibara is an independent officer as defined by Tokyo Stock Exchange. If her reelection is approved, theCompany plans for her designation as an independent officer to continue.

- 10 -

(Reference) Expectations for Directors’ roles, skills, and specialist fields

Outside Directors

Directors

NameCorporate Technology and Accounting andmanagement
innovation
finance

Yasufumi Kanemaru●●

Kunihito Ishibashi●

Yuki Shingu

●

●

●

●

●

●

●

●

●

●

Yohei Saito

●

●

●

●

Hiromi Yamaoka●

Noriyuki Ichihara●

Akira Kawamoto

●

●

●

●

●

All members are considered to have insights into ESG.

- 11 -

Sales andmarketing

●

●

●

●

●

●

●
●

Miki Sakakibara
Yukiko Nishiura(Note)

ComplianceTraining andand risk
securing ofmanagement human resource●●