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: 3762
June 12, 2024
(Electronic provisional measures commence on June 6, 2024)
To Shareholders with Voting Rights:
Takaharu Yai
President and CEO
TECHMATRIX CORPORATION
2-70 Konan 1-chome, Minato-ku,
Tokyo, JapanNOTICE OF
THE 40th 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 40th Annual General Meeting of Shareholders of TECHMATRIXCORPORATION (the “Company”) will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing, via theInternet, or other means. Please review the Reference Documents for the General Meeting of
Shareholders in the matters subject to the electronic provision measures and exercise your voting rights
no later than 5:30 p.m. on Thursday, June 27, 2024.
1. Date and Time:

Friday, June 28, 2024 at 2:00 p.m. Japan time (Reception will start at 1:00 p.m.)

2. Place:

Conference room on 3rd floor, SHINAGAWA SEASON TERRACE
2-70 Konan 1-chome, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. Business Report and Consolidated Financial Statements for the Company’s
40th Fiscal Year (April 1, 2023–March 31, 2024) and results of audits by
the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 40th Fiscal Year
(April 1, 2023–March 31, 2024)
Proposal to be resolved:
Election of Seven (7) Directors (Excluding Directors Who Are Audit &Proposal:Supervisory Committee Members)

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1.

Electronic provision measures of the Reference Documents, etc. for the General Meeting of
Shareholders
When convening this General Meeting of Shareholders, the Company has taken measures forproviding information in electronic format (the “electronic provision measures”) and has posted
matters subject to the electronic provision measures on the following websites under “The 40th
Ordinary General Meeting of Shareholders.” (Meanwhile, for this General Meeting of Shareholders,the Company will send paper copies of the matters subject to electronic provision measures to allshareholders as in the previous years regardless of whether or not they made a request for deliveryof documents.)
The Company’s website:
https://www.techmatrix.co.jp/en/ir/event/event_03.html
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter the name or stock exchange code (3762) of the Company andclick on “Search” to find search results. Then, click on “Basic information” and “Documents for
public inspection/PR information” in this order.

2.

Amendments to the Reference Documents, etc. for the General Meeting of Shareholders
When any amendments are made to the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, and Non-consolidated Financial
Statements, such amendments will be posted on the websites stated in 1 above.

3.

Precautions when attending the meeting(1) Please be advised that no souvenirs will be provided to attending shareholders.
(2) The venue has dedicated spaces for wheelchair users, etc. If you wish to use the spaces, pleaseask the staff when you arrive at the venue.

4.

Live streaming (Available only in Japanese)
This Annual General Meeting of Shareholders will be streamed live online. Shareholders who watch
the live streaming will not be able to participate the resolutions on the day of the General Meetingof Shareholders. Therefore, we kindly ask them to exercise their voting rights in advance. Please beadvised that we will not respond to inquiries about how to access the Internet or how to view thelive streaming.
https://youtube.com/live/_gfJJOx9qyU?feature=share-2-Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal:

Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The term of office of all seven (7) Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same shall apply throughout this Proposal) will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, we hereby propose to electseven (7) Directors. The seven (7) candidates for Director consist of five (5) males and two (2) females.
The Company recognizes that the highest priority issue is to improve its medium-to long-term
corporate value through sustainable growth and enhanced stability of its business. Individuals with thefollowing abilities are therefore selected as candidates for Director: familiar with the Company’s businesswith strategic thinking; insightful into technological advances; knowledgeable about compliance andinternal control; well-informed about the markets facing the Company; and experienced andknowledgeable about corporate finance and management.
The Company has established the “Personnel Committee,” a voluntary committee that consists ofPresident and two Outside Directors (Audit & Supervisory Committee Members who are Independent
Officers). The Personnel Committee discusses and nominates candidates for election as Directors as well
as discusses and decides on proposals on remuneration for Directors and Directors subject to removal.
Based on the nomination proposal formulated by the Personnel Committee, the Board of Directors
decides on candidates as a proposal to be submitted to the General Meeting of Shareholders.
In determining the Company’s opinions to be expressed at the General Meeting of Shareholders
regarding the election, removal or resignation of Directors who are not Audit & Supervisory Committee
Members, the Audit & Supervisory Committee expressed its opinion that each of the candidates isqualified to serve as Director of the Company after due consideration of his/her extensive experience andabilities in addition to the status of execution of his/her duties and the business performance during the
fiscal year under review.
The candidates for Director are as follows:

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No.

Name

Current positions and responsibilities at the Company

1

Takaharu Yai[Reappointment]

President
Chief Executive Officer

2

Yoshihisa Yoda

[Reappointment]

Director
Senior Executive Operating Officer
Head of Medical System Business Unit

Takeshi Suzuki[Reappointment]

Director
Senior Operating Officer
Head of Application Services Business UnitManager of CRM Solution Division

4

Takeya Shiga

Operating Officer
Head of Information Infrastructure Business Unit
[New appointment]
Manager of Network Security Division
Head of Network Security Sales Division

5

Hiroaki Yasutake[Reappointment][Outside][Independent]

Director

6

Michi Kaifu[Reappointment][Outside][Independent]

Director

7

Ari Horie[Reappointment][Outside][Independent]

Director

3

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No.

1

Name
(Date of birth)

Takaharu Yai(December 27, 1965)
Male[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988

Joined Nichimen Corporation (currently Sojitz
Corporation)

June 1993

Transferred to the Company

May 2001

Joined the Company

July 2005

General Manager of Network Integration Sales
Department

October 2007

Head of Network Security Sales Division

August 2008

Manager of Network Security Division

September 2008

Director, Cross Head

June 2009

Director, Operating Officer and Manager of
Network Security Division, the Company

June 2012

Director, Senior Operating Officer and Manager
of Network Security Division

June 2015

Vice President, Cross Head (to present)

April 2017

Director, Senior Operating Officer, Head ofInformation Infrastructure Business Unit andManager of Network Security Division, theCompany

Attendance at the Boardof Directors meetings:
June 2020100% (13/13)

Number ofshares of theCompany held

132,327 shares

Director, OCH Co., Ltd. (to present)

May 2022

Director, Senior Executive Operating Officer,
Head of Information Infrastructure Business Unit
and Manager of Network Security Division, theCompany

April 2024

President and Chief Executive Officer (to present)[Reason for nomination as a candidate for Director]
Mr. Takaharu Yai has led the business related to network security for many years and has played a leading rolein expanding the Information Infrastructure Business Unit and making it our core business. He has experienceand outstanding knowledge of the overall management of the Company. Therefore, we propose to reelect him
as a candidate for Director in order for the Group to achieve further growth.

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No.

2

Name
(Date of birth)

Yoshihisa Yoda
(April 19, 1964)
Male[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987

Joined Nichimen Corporation (currently Sojitz
Corporation)

March 1990

Transferred to the Company

April 2000

Joined the Company as General Manager ofAdvanced System Sales Department

June 2001

Director and General Manager of Advanced
System Sales Department

July 2004

Director, Operating Officer and General Manager
of Advanced System Sales Department

July 2005

Director, Operating Officer and Manager ofMedical Systems Division

June 2012

Director, Senior Operating Officer and Manager
of Medical Systems Division

April 2017

Director, Senior Operating Officer, Head ofApplication Services Business Unit and Manager
of Medical Systems Division

April 2017

CEO, Ichigo LLC

April 2018

Director, Senior Operating Officer and Head ofApplication Services Business Unit, the Company

Number ofshares of theCompany held

204,327 shares

President and Chief Executive Officer, NOBORILtd.

Attendance at the Boardof Directors meetings:
92% (12/13)

CEO and Executive member, Ichigo LLC (topresent)
February 2019

Director, A-Line Co. Ltd.

April 2022

Representative Director, PSP Corporation (topresent)

May 2022

Director, Senior Executive Officer and Head ofMedical System Business Unit, the Company (topresent)[Reason for nomination as a candidate for Director]
Mr. Yoshihisa Yoda has led the business related to the application services sector for many years and has
played a leading role in launching, expanding and reforming the medical systems business. He has experienceand outstanding knowledge of the overall management of the Company. Therefore, we propose to reelect him
as a candidate for Director in order for the Group to achieve further growth.

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No.

3

Name
(Date of birth)Takeshi Suzuki(January 21, 1967)
Male[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989

Joined Nichimen Corporation (currently Sojitz
Corporation)

January 1992

Transferred to the Company

April 2000

Joined the Company

July 2005

General Manager of Advanced System Sales
Department

October 2007

Manager of CRM Solution Division

June 2009

Operating Officer and Manager of CRM Solution
Division

June 2016

Director, Operating Officer and Manager of CRM
Solution Division

April 2017

Director, Operating Officer, Deputy Head ofApplication Services Business Unit and Manager
of CRM Solution Division

June 2017

Director, CASAREAL, Inc. (to present)

July 2021

Director, WISESIGHT (THAILAND) Co., Ltd. (topresent)

Attendance at the Boardof Directors meetings: May 2022
100% (13/13)

Number ofshares of theCompany held

87,038 shares

Director, Senior Operating Officer, Head ofApplication Services Business Unit and Manager
of CRM Solution Division, the Company (topresent)

October 2022

Director, Choco Card Enterprise Co., Ltd. (topresent)

April 2023

Director, TechMatrix Asia Co., Ltd. (to present)[Reason for nomination as a candidate for Director]
Mr. Takeshi Suzuki has led the CRM solution business for many years and has served as Operating Officer toplay a leading role in expanding the said business. He has experience and outstanding knowledge of the overallmanagement of the Company. Therefore, we propose to reelect him as a candidate for Director in order for theGroup to achieve further growth.

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No.

4

Name
(Date of birth)

Takeya Shiga(April 16, 1969)
Male[New appointment]
Attendance at the Boardof Directors meetings:－% (－/－)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2000

Joined the Company

April 2013

General Manager of EMC Sales Department,
Network Security Division

April 2018

General Manager of Network Sales Department,
Network Security Division

April 2020

General Manager of Sales Department 1, Network
Security Division

July 2022

Head of Network Security Sales Division andGeneral Manager of Sales Department 1, Network
Security Division

June 2023

Operating Officer, Head of Network Security Sales
Division

April 2024

Operating Officer, Head of Information
Infrastructure Business Unit, Manager of Network
Security Division, and Head of Network Security
Sales Division (to present)

Number ofshares of theCompany held

400 shares[Reason for nomination as a candidate for Director]
Mr. Takeya Shiga has led the business related to network security for many years and has played a leading rolein expanding the Information Infrastructure Business Unit and making it our core business. We believe that his
extensive sales experience and deep insight into our business units will be utilized for the further growth of theGroup. Therefore, we propose to elect him as a candidate for Director.

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No.

Name
(Date of birth)

Hiroaki Yasutake(July 2, 1971)
Male
5[Reappointment][Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1997

Joined NIPPON TELEGRAPH AND
TELEPHONE CORPORATION

October 1998

Joined Rakuten, Inc. (currently Rakuten Group,Inc.)

May 2005

Executive Officer, Rakuten, Inc.

March 2007

Director and Executive Officer, Rakuten, Inc.

April 2007

Director and Managing Executive Officer,
Rakuten, Inc.

June 2010

Director and Managing Executive Officer deputy
in charge of DU, Rakuten, Inc.

June 2013

Outside Director, the Company (to present)

January 2014

Director and Managing Executive Officer incharge of DU, Rakuten, Inc. (currently Rakuten
Group, Inc.)

January 2016

Representative employee, Cardinal LLC (topresent)

Attendance at the Board September 2016of Directors meetings: February 2022
100% (13/13)

Number ofshares of theCompany held

0 sharesCo-founder and CSO, Junify Corporation
External Director, Money Forward, Inc. (topresent)

July 2022

CEO, Junify Corporation (to present)

March 2023

Outside Director, Novarca Inc. (to present)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Hiroaki Yasutake has a wealth of experience and outstanding knowledge in the Internet business andsystem development field. As we expect him to provide effective advice and opinions on the Company’s
management from a technological perspective and from a standpoint independent of the management team, we
propose to reelect him as a candidate for Outside Director. He is currently registered as an Independent Officerof the Company.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983

Joined Honda Motor Co., Ltd.

June 1988

Joined Bain & Company, Inc.

Number ofshares of theCompany held

September 1989 Joined NIPPON TELEGRAPH AND TELEPHONECORPORATION

Michi Kaifu(March 12, 1960)
Female6[Reappointment][Outside][Independent]

May 1996

Director, Business Development, NextWave
Telecom Inc.

August 1998

Chief Executive Officer, Started ENOTECH
Consulting, LLC. (to present)

June 2020

Outside Director, the Company (to present)

0 shares

September 2021 Visiting Professor, Seikei University (to present)

Attendance at the Boardof Directors meetings:
100% (13/13)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Michi Kaifu has a wealth of experience and outstanding knowledge in the Internet business and emerging
technologies field. As we expect her to provide effective advice and opinions on the Company’s managementfrom the perspective of management strategy as an entrepreneur and consultant and from a standpoint
independent of the management team, we propose to reelect her as a candidate for Outside Director. She iscurrently registered as an Independent Officer of the Company.

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No.

Name(Date of birth)

Ari Horie(May 22, 1972)
Female7[Reappointment][Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
June 1997

Joined International Business Machines
Corporation

1999

Joined Prio, Inc. (currently Blucora, Inc.)

2000

Director of Marketing, Quious, Inc.

2001

Director of Product Marketing, Quaartz, Inc.
(currently Appiant Technologies, Inc.)

2002

Chief Executive Officer, Started Amity
International, LLC.

January 2013

Founder and Chief Executive Officer, Women’sStartup Lab, Inc. (to present)

September 2019

Director, Japan Innovation Network

June 2020

Outside Director, the Company (to present)

Number ofshares of theCompany held

0 shares

Representative Director, Women’s Startup Lab
March 2022
Impact Foundation Japan (to present)
Attendance at the Boardof Directors meetings:
92% (12/13)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Ari Horie offers a training program for women entrepreneurs in Silicon Valley, U.S. and has a wealth ofexperience and outstanding knowledge in fostering next-generation leaders based on entrepreneurship. As we
expect her to provide effective advice and opinions on the Company’s management from the perspective of
women’s advancement in workplace and from a standpoint independent of the management team, we propose
to reelect her as a candidate for Outside Director. She is currently registered as an Independent Officer of theCompany.

- 11 -

Notes: 1.

2.

3.
4.

5.

6.

7.

Mr. Yoshihisa Yoda served as President and Chief Executive Officer of NOBORI Ltd., aconsolidated subsidiary of the Company until March 31, 2022. NOBORI Ltd. merged withPSP Corporation effective April 1, 2022, with PSP Corporation as the surviving company
and NOBORI Ltd. as the absorbed company. PSP Corporation is a consolidated subsidiaryof the Company and Mr. Yoshihisa Yoda serves as its Representative Director. Although theCompany has transactions with PSP Corporation involving networking products andmaintenance management, etc., the respective net sales to the company account for a
relatively small percentage (1% or less) of the Company’s net sales, and terms andconditions applied to the transactions with the company are the same as those with othercompanies.
Ms. Michi Kaifu serves as Chief Executive Officer of ENOTECH Consulting, LLC.
Although the Company has had transactions with ENOTECH Consulting, LLC. in relation
to venture company research, the net sales to ENOTECH Consulting, LLC. account for a
relatively small percentage (less than 1 million yen) of the Company’s net sales, and terms
and conditions applied to the transactions with ENOTECH Consulting, LLC. are the same as
those with other companies. Therefore, there is no significant impact on her independence.
There is no special interest between any of the other candidates and the Company.
The Company has concluded a directors and officers liability insurance (D&O Insurance)
contract with an insurance company. The insurance contract shall cover any damages andlegal costs to be borne by the insured as a result of a claim for damages due to any acts
(including omissions) committed by the insured based on his/her position as an Officer, etc.
of the Company. The insurance premiums for all the insured are fully paid by the Company.
If the candidates are elected and appointed as Directors, they shall be the said insured under
the insurance contract. The Company plans to renew the insurance contract with the samecontents at the next renewal.
Mr. Hiroaki Yasutake, Ms. Michi Kaifu and Ms. Ari Horie are candidates for Outside
Director.
If the appointment of Mr. Hiroaki Yasutake, Ms. Michi Kaifu and Ms. Ari Horie is approved,
the Company intends to register them as Independent Officers as set forth by the Tokyo
Stock Exchange.
Term of office of the candidates for Outside Director as Outside Directors of the Company:
The term of office of Mr. Hiroaki Yasutake as Outside Director of the Company will beeleven (11) years at the conclusion of this General Meeting of Shareholders.
The term of office of Ms. Michi Kaifu as Outside Director of the Company will be four (4)years at the conclusion of this General Meeting of Shareholders.
The term of office of Ms. Ari Horie as Outside Director of the Company will be four (4)years at the conclusion of this General Meeting of Shareholders.
Mr. Hiroaki Yasutake served as Director of Rakuten, Inc. (currently Rakuten Group, Inc.)
until January 10, 2016. Net sales to Rakuten, Inc. account for a relatively small percentage(1% or less) of the Company’s net sales, and terms and conditions applied to the transactions
with Rakuten, Inc. are the same as those with other companies. At the Board of Directors
meeting held on June 24, 2022, it was resolved that the shares of Rakuten, Inc. held by theCompany were reclassified from held for other than pure investment to held for pureinvestment. Therefore, there are no material relationships that may affect his independence.

- 12 -

(Reference)
Officers’ Skills Matrix
Corporate
management

Finance/
Accounting

Management Finance/
Judgment
experience or accounting
criteria
experience as knowledge(3 years oranda full-time
more)experience
director

Legal/Riskmanagement

Sales/
Marketing

Legal, risk
management,
Sales orinternal
marketingcontrol, andexperience
audit
experience

Industryknowledge/
Technology

Internationalism

Experience inExperience
Experience intransactions
human
working in thewith foreign
resources
Company’s
countries ordevelopment
business
experience asmarkets orand training or
an officer in
relatedpromotingan overseas
markets
diversity
company

Takaharu
Yai

〇

〇

〇

〇

Yoshihisa
Yoda

〇

〇

〇

〇

TakeshiSuzuki

〇

〇

〇

〇

〇

〇

〇

TakeyaShiga

Humanresourcesdevelopment/
Diversity

HiroakiYasutake

〇

〇

〇

〇

〇

Michi
Kaifu

〇

〇

〇

〇

〇

Ari Horie

〇

〇

〇

〇

〇

Hideyuki
Sasaki

〇

〇

〇

Ken
Takayama

〇

〇

〇

Ryota
Miura

〇

Akio
Sugihara

〇

〇

〇
〇

〇

〇

〇

〇
〇

〇

*The details stated represent the specific skills and expertise expected of each officer in particular and do
not represent all of the skills and expertise possessed by each officer.

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