Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 4396)
Date of sending by postal mail: September 6, 2024
Start date of measures for electronic provision: September 3, 2024
To our shareholders:
Ryoji Koshimizu
Representative Director
System Support Inc.
9F Rifare Bldg., 1-5-2 Honmachi,
Kanazawa-shi, Ishikawa

Notice of the 45th Annual General Meeting of Shareholders
We are pleased to announce the 45th Annual General Meeting of Shareholders of System Support Inc. (the“Company”), which will be held as described below.

In convening this meeting, the Company has taken measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format, and has posted theinformation on each of the following websites. Please access either of the websites to review the information.

The Company’s website:
https://www.sts-inc.co.jp/ir/event/event_03.html (in Japanese)

Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Note: Access the TSE website by using the Internet address shown above, enter “System Support” in “Issue
name (company name)” or the Company’s securities code “4396” in “Code,” and click “Search.” Then,click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”

If you will not be attending the meeting in person, you may exercise your voting rights either via the Internet,
etc. or in writing (by postal mail). Please review the “Reference Documents for the General Meeting of
Shareholders.” We request that you exercise your voting rights no later than 6:00 p.m., Wednesday,
September 25, 2024 (JST).

-1-1. Date and Time:Thursday, September 26, 2024, at 10:00 a.m. (JST) (Reception scheduled to open
at 9:30 a.m.)

2. Venue:

Ishikawa Prefectural Bunkyo Hall, 1F Hall
10-5 Oyamamachi, Kanazawa-shi, Ishikawa

3. Purpose of the Meeting:
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 45th
fiscal year (from July 1, 2023 to June 30, 2024), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Committee
2. The Non-consolidated Financial Statements for the 45th fiscal year (from July 1,
2023 to June 30, 2024)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Approval of the Absorption-Type Company Split Agreement with theCompany’s Subsidiary in Connection with the Transition to a Holding Company
Proposal No. 3 Amendment to the Articles of Incorporation
Proposal No. 4 Election of Five Directors Who Are Not Audit & Supervisory Committee
Members
Proposal No. 5 Election of Three Directors Who Are Audit & Supervisory Committee Members
Proposal No. 6 Revision of the Maximum Amount of Remuneration for Directors Who Are Not
Audit & Supervisory Committee Members
Proposal No. 7 Termination Payment Following the Discontinuation of Retirement Benefit Plan
for Directors and Other Officers
4. Matters Decided upon Convocation(1) If you exercise your voting rights in writing (by postal mail) and there is no indication of
approval or disapproval of a proposal in the voting form, we will treat it as an indication of
approval.
(2) If you exercise your voting rights more than once via the Internet, the most recent vote will betreated as valid.
(3) If you exercise your voting rights both via the Internet and in writing (by postal mail), the votemade through the Internet will be treated as valid, regardless of the date and time they werereceived.
(4) If you exercise your voting rights by proxy, you may have one other shareholder with voting
rights attend the meeting as your proxy. However, please note that your proxy will be required
to submit a document certifying your authority of representation.
- For those attending the meeting on the day, please submit the voting form at the reception desk of the meeting.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of thematters before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.
- For this General Meeting of Shareholders, a paper-based document containing matters subject to measures for electronic
provision will be sent to you regardless of whether you have requested the delivery of paper-based documents.
Among the matters subject to measures for electronic provision, according to the provisions of laws and regulations andArticle 15 of the Articles of Incorporation of the Company, the following matters are not provided in the relevant documentsof this Notice of Convocation.
 The Status of Share Acquisition Rights, and the Outline of Systems to Ensure Appropriateness of Business Operations
and the Status of Operation of the Systems in the Business Report The Consolidated Statements of Changes in Equity and the Notes to Consolidated Financial Statements in theConsolidated Financial Statements
 The Non-consolidated Statement of Changes in Equity and the Notes to Non-consolidated Financial Statements in the
Non-consolidated Financial Statements
Accordingly, the Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements
contained in the relevant documents of this Notice of Convocation are part of the Business Report, the Consolidated Financial-2-

Statements, and the Non-consolidated Financial Statements that have been audited by the Financial Auditor or the Audit &Supervisory Committee when preparing the Accounting Audit Report and the Audit Report.
- This meeting will be livestreamed on the day and a video of the meeting will be available on the Company’s website at alater date.
- No gifts will be distributed to shareholders attending this meeting.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company has positioned the return of profits to shareholders as a key management priority. Whilestrengthening operational structures and securing the internal reserves required for the future development of
the business, our basic policy is to maintain a stable dividend, and to work to further raise the dividend to alevel commensurate with the level of performance and profits.
In line with the aforementioned policy, the Company has given consideration to matters including thebusiness performance of the fiscal year and future business development, and it proposes to pay a year-end
dividend of ¥22 per share for the fiscal year. Accordingly, including the interim dividend of ¥18, the annual
dividend will total ¥40 per share.

1.

Type of dividend property
To be paid in cash.

2.

Allotment of dividend property and their aggregate amount(1) ¥22 per common share of the Company(2) Total dividends: ¥227,809,428

3.

Effective date of dividends of surplus
September 27, 2024

-4-

Proposal No. 2

1.

Approval of the Absorption-Type Company Split Agreement with the Company’s
Subsidiary in Connection with the Transition to a Holding Company

Reasons for the absorption-type company split

With “Sincerity and Creation” as its Corporate Creed, the Group provides solutions for the sustainable
development of customers and society based on its Management Philosophy of “Contributing to Society,”“Advanced Customer Service,” and “Sharing Value.” The Group also engages in corporate activities withconsideration given to human resources development, flexible workstyles, diversity, and other factors withthe aim of helping to solve social issues and enhancing corporate value in a sustainable manner.
In order to achieve further growth, the Company determined that it would be desirable to establish a groupmanagement structure that will allow it to further speed up management and make agile and flexible
management decisions. Therefore, it was decided to transition to a holding company structure. We will also
foster the next generation of management personnel by assigning talented human resources to the
management of operating companies. At the same time, to further enhance the corporate value of the Group,in addition to boosting the sustainable growth and profitability of our existing businesses, we will pursue
possibilities for entering new business areas leveraging the technical foundations cultivated in our existing
business and accelerate the diversification of our earnings model and the creation of new business
opportunities through the use of innovative technologies.
For the above purposes, this proposal requests the approval of shareholders for the execution of an absorptiontype company split in which the Company will be the splitting company and System Support Split
Preparatory Company Inc., a wholly owned subsidiary of the Company, will be the successor company andwill succeed to the rights and obligations pertaining to business excluding businesses related to groupmanagement as stipulated in the absorption-type company split agreement.
The absorption-type company split agreement is planned to take effect on January 1, 2025. Subject to theapproval of Proposal No. 3 “Amendment to the Articles of Incorporation,” the Company will change its tradename to System Support Holdings Inc. and the successor company in the absorption-type company split willchange its trade name to System Support Inc. on that date.
2.

Details of the absorption-type company split agreement

Absorption-Type Company Split Agreement (Copy)
System Support Inc. (hereinafter referred to as “System Support”) and System Support Split Preparatory
Company Inc. (hereinafter referred to as “Preparatory Company”) hereby enter into the following
Absorption-Type Company Split Agreement (hereinafter referred to as “the Agreement”) concerning theabsorption-type company split (hereinafter referred to as “the Absorption-Type Company Split”) by which
Preparatory Company will succeed to the rights and obligations that System Support holds with respect tothe business stipulated in Article 1.
Article 1.
(Absorption-Type Company Split)
In accordance with the provisions of this Agreement, on the effective date stipulated in Article 6, System
Support shall, by means of an absorption-type company split as stipulated by the Companies Act, transfer
to Preparatory Company the rights and obligations stipulated in Article 3 held by System Support withrespect to its business excluding the businesses related to group management (hereinafter referred to as “theBusiness”) and Preparatory Company shall assume such rights and obligations.

-5-Article 2.
(Trade Names and Addresses)
The trade names and addresses of System Support (the splitting company in the Absorption-Type Company
Split) and Preparatory Company (the successor company in the Absorption-Type Company Split) shall be
as follows.
System Support (the splitting company in the Absorption-Type Company Split)
Trade name: System Support Inc.
Address:
9F Rifare Bldg., 1-5-2 Honmachi, Kanazawa-shi, Ishikawa
Preparatory Company (the successor company in the Absorption-Type Company Split)
Trade name: System Support Split Preparatory Company Inc.
Address:
9F Rifare Bldg., 1-5-2 Honmachi, Kanazawa-shi, Ishikawa
Article 3.
1.

2.

3.

(Assets, Liabilities, Employment Contracts, and Other Rights and Obligations to beTransferred)
The assets, liabilities, employment contracts, and other rights and obligations to be transferred to
Preparatory Company from System Support by way of the Absorption-Type Company Split(hereinafter referred to as “the Rights and Obligations Subject to Transfer”) are as set out in the
Appendix “Schedule of Transferred Rights and Obligations.”
Notwithstanding the provision of the preceding paragraph, of the Rights and Obligations Subject toTransfer, (i) those that cannot be transferred by way of the Absorption-Type Company Split due tolaws, regulations, etc., and (ii) those for which there is or may be a significant impediment totransfer by way of the Absorption-Type Company Split based on contractual provisions may be
excluded from the transfer following consultation between System Support and Preparatory
Company.
All of the obligations transferred from System Support to Preparatory Company pursuant to theprovision of Paragraph 1 shall be transferred by way of concomitant assumption of the obligation.
However, in this case, Preparatory Company shall be the final bearer of the obligation between
System Support and Preparatory Company, and if System Support performs or bears any otherburden of an obligation to be transferred, System Support may obtain reimbursement of the fullamount of such burden from Preparatory Company.

Article 4.
(Cash, etc. to be Delivered Upon the Absorption-Type Company Split)
Upon the Absorption-Type Company Split, Preparatory Company shall not pay any consideration for therights and obligations to be transferred pursuant to the previous Article.
Article 5.
(Amount of Stated Capital and Capital Reserves of Preparatory Company)
There will no increase in the amount of stated capital and capital reserves of Preparatory Company as aresult of the Absorption-Type Company Split.
Article 6.
(Effective Date)
The Absorption-Type Company Split shall take effect on January 1, 2025 (hereinafter referred to as “theEffective Date”). Provided, however, that System Support and Preparatory Company may change theEffective Date following consultation if needed due to the necessity of implementing the procedures for theAbsorption-Type Company Split or other reasons.
Article 7.
(Approval of the General Meeting of Shareholders)1.
System Support shall convene a General Meeting of Shareholders and obtain approval for the
Agreement and make resolutions on other matters necessary for the Absorption-Type Company Splitno later than the day before the Effective Date. Provided, however, that System Support andPreparatory Company may change provision of the preceding paragraph following consultation if
needed due to the necessity of implementing the procedures for the Absorption-Type Company Split
or other reasons.
2.
Preparatory Company shall convene a General Meeting of Shareholders and obtain approval for the
Agreement and make resolutions on other matters necessary for the Absorption-Type Company Split(including where a resolution of the General Meeting of Shareholders is deemed to have been passed
pursuant to Article 319, paragraph (1) of the Companies Act) no later than the day before theEffective Date.
-6-

Article 8.
(Non-Compete Obligation)
System Support shall not owe any non-compete obligation with respect to the Business even after theAbsorption-Type Company Split.
Article 9.
(Management of Company Assets, etc.)
From the execution of the Agreement until the Effective Date, System Support and Preparatory Company
shall execute their respective business and manage and operate their assets with the due care of a prudent
manager. Any action that may have a material impact on assets, rights, and obligations shall be performed
after prior consultation between System Support and Preparatory Company.
Article 10. (Amendments of the Terms and Conditions and Termination of the Agreement)
If, during the period from the execution of the Agreement until the Effective Date, a material change in theasset position or management conditions of System Support or Preparatory Company occurs due to anatural disaster or other reason, the approvals of the relevant government agencies, etc. cannot be obtained
as required by law, or a situation arises that materially hinders the execution of the Absorption-Type
Company Split or otherwise makes it difficult to achieve the purpose of the Absorption-Type Company
Split, the terms and conditions of the Absorption-Type Company Split may be amended or the Agreement
may be terminated following consultation between System Support and Preparatory Company.
Article 11. (Other)In addition to the matters set forth in the Agreement, the necessary matters for the Absorption-Type
Company Split shall be determined following consultation between System Support and Preparatory
Company in accordance with the purpose of the Agreement.
IN WITNESS WHEREOF, an electromagnetic record of this document shall be created, and after reaching
agreement, both System Support and Preparatory Company shall affix their electronic signatures and eachparty shall retain a copy of the electromagnetic record.
August 7, 2024
(System Support) 9F Rifare Bldg., 1-5-2 Honmachi, Kanazawa-shi, Ishikawa
System Support Inc.
Ryoji Koshimizu, Representative Director(Preparatory Company) 9F Rifare Bldg., 1-5-2 Honmachi, Kanazawa-shi, Ishikawa
System Support Split Preparatory Company Inc.
Ryoji Koshimizu, Representative Director-7-

(Appendix)
Schedule of Transferred Rights and Obligations
Through the Absorption-Type Company Split, the following assets, liabilities, employment contracts, andother rights and obligations belonging to the Business of System Support as of the Effective Date of theAbsorption-Type Company Split shall be transferred to Preparatory Company from System Support. Assets
and liabilities among the rights and obligations to be transferred shall be determined based on the balance
sheet as of June 30, 2024 and other calculations as of the same date, plus or minus any increase or decrease
up to the day before the Effective Date of the Absorption-Type Company Split.
1. Assets to be Transferred
The following assets belonging to the Business(1) Current assets
The following assets related to the Business on the Effective Date
Cash and deposits, accounts receivable - trade, contract assets, merchandise, work in process, supplies,
advance payments to suppliers, advances paid, prepaid expenses, accounts receivable - other, allowance for
doubtful accounts, other current assets, etc.
(2) Non-current assets
The following assets related to the Business on the Effective Date
Buildings, facilities attached to buildings, vehicles, tools, furniture and fixtures, accumulated depreciation,
accumulated depreciation on non-current assets, software, accumulated amortization on lease deposits,
other non-current assets, etc.
(3) Investments and other assets
Long-term prepaid expenses, Lease deposits, long-term deferred tax assets, accumulated amortization onlease deposits, and other investments, etc.
2. Liabilities to be Transferred
The following liabilities belonging to the Business(1) Current liabilities
The following liabilities related to the Business on the Effective Date
Accounts payable - trade, contract liabilities, short-term borrowings, accounts payable - other, accrued
expenses, other payables, suspense receipts, advances received, reserve for defect repairs, other current
liabilities, etc.
(2) Non-current liabilities
The following liabilities related to the Business on the Effective Date
Long-term accounts payable, other non-current liabilities, etc.
3. Employment Contracts, etc. to be Transferred
The contractual status pertaining to employment agreements with employees mainly engaged in theBusiness on the Effective Date of the Absorption-Type Company Split and all rights and obligations
arising thereto.

-8-

4. Other Rights and Obligations to be Transferred(1) Intellectual property
Patent rights, utility model rights, design rights, trademark rights, copyrights, and other intellectual property
rights shall not be transferred, and System Support shall license to Preparatory Company those that
Preparatory Company uses for the Business following separate consultation.
(2) Agreements other than employment contracts
The contractual status of sales agreement, basic transaction agreements, outsourcing agreements,
subcontracting agreements, lease agreements, and any other agreements related to the Business, as well as
all rights and obligations arising thereto. Provided, however, that this shall exclude those not permitted to betransferred due to a change in corporate status, those that cannot be transferred due to contractual reasons,those that require the reacquisition of permits and licenses for which the necessary procedures could not becompleted by the Effective Date of the Absorption-Type Company Split, and those that must continue to beheld by System Support.
(3) Licenses and permits, etc.
The permits, licenses, approvals, registrations and notifications related to the Business that are legallytransferable. Provided, however, that this shall exclude those that must continue to be held by System
Support.

3.

Overview of matters set forth in the respective items of Article 183 of the Ordinance for Enforcementof the Companies Act(1) Matters Related to the Appropriateness of the Consideration for a Company Split
As the Company owns all the issued shares of the successor company, it finds no need for the successor
company to deliver cash or other consideration. Therefore, it has been decided not to stipulate shares orother consideration resulting from the Absorption-Type Company Split, and the Company believes it isappropriate to not make such a stipulation. In addition, the amount of stated capital and reserves of thesuccessor company will not increase as a result of the Absorption-Type Company Split.
(2) Balance Sheet of the Successor Company as of the Date of Establishment
As the successor company was established on July 1, 2024, there is no finalized latest fiscal year. Thebalance sheet of the successor company on the date of its establishment is as follows.
Item

AmountItem

AmountCash and deposits

100,000 thousand yen

Stated capital

100,000 thousand yen

Total assets

100,000 thousand yen

Total liabilities and net
assets100,000 thousand yen(3) Disposition of Material Assets, Assumption of Material Liabilities, and Other Events That Will Have a
Material Impact on Company Assets After the Date of Establishment of the Successor Company
Not applicable(4) Disposition of Material Assets, Assumption of Material Liabilities, and Other Events That Will Have a
Material Impact on Company Assets After the Last Day of the Company’s Latest Fiscal Year
1) Transition to a Holding Company Structure Through a Company Split
The meeting of the Company’s Board of Directors held on April 19, 2024 passed a resolution totransition to a holding company structure by means of a corporate split with an effective date ofJanuary 1, 2025 (planned) and to establish a wholly owned subsidiary of the Company as a split
preparatory company (hereinafter referred to as “Split Preparatory Company”) on July 1, 2024.
Following this, System Support Split Preparatory Company Inc. was established on July 1, 2024. The
transition to a holding company structure through such a company split and the change of trade nameassociated with such transition will be implemented subject to obtaining approval for this proposal
and, if necessary, the approval of the competent government agencies.

-9-2) Addition of a Subsidiary Through Acquisition of Shares
The meeting of the Company’s Board of Directors held on June 20, 2024 passed a resolution toacquire all the shares of Communication Planning Corporation and make it a subsidiary. The
Company subsequently acquired all the shares of Communication Planning Corporation on July 26,
2024 and made it a subsidiary.
3) Acquisition of Treasury Stock
The meeting of the Company’s Board of Directors held on August 14, 2024 passed a resolution toacquire treasury stock, as well as to establish the specific method for the acquisition, pursuant to theprovisions of Article 156 of the Companies Act as applied by replacing certain terms pursuant to theprovisions of Article 165, paragraph (3) of the same Act, and acquired treasury stock on August 15,
2024. The details are as follows.
1. Reason for the Acquisition of Treasury Stock
The acquisition of treasury stock is aimed at executing a flexible capital policy in response tochanges in the business environment.
2. Details of Matters Concerning the Acquisition of Treasury Stock(1) Class of shares acquired
Ordinary shares of the Company(2) Total number of shares acquired
150,000 shares(1.4% of total number of shares outstanding (excluding
treasury stock))(3) Total acquisition cost
268,200,000 yen(4) Date of acquisition
August 15, 2024
(5) Method of acquisition
Purchase through Off-Auction Own Share Repurchase
Trading (ToSTNeT-3) on the Tokyo Stock Exchange- 10 -

Proposal No. 3

Amendment to the Articles of Incorporation

1. Reasons for the proposal
As described in Proposal No. 2 “Approval of the Absorption-Type Company Split Agreement with theCompany’s Subsidiary in Connection with the Transition to a Holding Company,” the Company plans totransition to a holding company structure on January 1, 2025 (planned). In conjunction with this, theCompany will change its trade name to System Support Holdings Inc. and change its business purpose. The
amendment to the Articles of Incorporation will take effect on the Effective Date of the Absorption-Type
Company Split (January 1, 2025) subject to the approval of Proposal No. 2 “Approval of the AbsorptionType Company Split Agreement with the Company’s Subsidiary in Connection with the Transition to a
Holding Company” and such Absorption-Type Company Split coming into effect. A Supplementary
Provision to that effect has also been newly established.
2. Details of the amendments
The details of the amendments are as follows.
(Proposed amendments are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 1. (Trade name)
The trade name of the Company is System Support
Kabushiki Kaisha and System Support Inc. in English.

Article 1. (Trade name)
The trade name of the Company is System Support
Holdings Kabushiki Kaisha and System Support Holdings
Inc. in English.

Article 2. (Purpose)
The purpose of the Company shall be to engage in thefollowing business activities:
1.
IT and management consulting

Article 2. (Purpose)
The purpose of the Company shall be to engage in thebusiness activities set forth in each of the following items:(1)
Controlling and managing the business activities
of companies and other entities by holding sharesor equity interests in such companies or otherentities in Japan or abroad under its control(2)
Provision of management guidance and otherservices to the companies and other entities set
forth in the preceding item
(3)
Planning, design, development, operation, sale,maintenance, consulting, and other services forsoftware and information andtelecommunications systems(4)
Information processing and provision services
and internet-related services(5)
Acquisition, management, and operation of
copyrights, neighboring rights, industrial
property rights, know-how, and other intellectual
property rights(6)Sale, leasing, brokerage, and operation andmanagement of real estate(7)
Other business incidental or related to the above
items

2.

Contracted creation of software

3.

Sale of software

4.

IT personnel staffing services

5.

Sale of computers and peripheral equipment

6.

Outsourcing services

7.

Contracting of administrative services forvarious certification examinations, qualification
examinations, and ability assessment
examinations, and provision of examination
venues
Education business for the purpose of IT
business human resource development, etc.
Publication and sale of books and organization ofvarious lectures and seminars, etc.
Repairs and data recovery for computers andperipheral equipment and related intermediaryservices
Operation of call centers

8.
9.
10.

11.

- 11 -

12.
13.
14.
15.
16.

Current Articles of Incorporation
Business related to cloud services
Contracted creation of digital content, design andother information deliverables
Contracted print production services
Staffing services
Other business incidental to the above

Proposed Amendments

Articles 3 through 39(Text omitted)

Articles 3 through 39(Unchanged)

Supplementary Provision
Article 1.
(Text omitted)(Newly established)

Supplementary Provisions
Article 1.
(Unchanged)
Article 2.
The amendments to Article 1 (Trade Name) and Article 2(Purpose) shall become effective as of January 1, 2025.
This Supplementary Provision will be deleted after the
Effective Date.

- 12 -

Proposal No. 4

Election of Five Directors Who Are Not Audit & Supervisory Committee Members

The terms of office of all four Directors who are not Audit & Supervisory Committee Members will expire
at the conclusion of this meeting.
Therefore, in order to further strengthen and enhance the management system, the Company proposes toincrease the number of Directors by one and to elect five Directors who are not Audit & Supervisory
Committee Members.
In addition, with regard to this proposal, the outcome of deliberations by the Audit & Supervisory Committeeof the Company in relation to the execution of business, insights, abilities, etc. of the candidates was that allof them were deemed well suited to the role.
Candidates for the role of Director who is not an Audit & Supervisory Committee Member are as follows:

No.

Name

Current positions

Attributes

1

Ryoji Koshimizu

Representative Director

Reelection

2

Kenji Suzuki

Senior Managing Director

Reelection

3

Mitsuru Noto

Senior Managing Director

Reelection

4

Naoyuki Morita

DirectorReelection

Hirotaka Azuma

Executive Officer
Branch Office Manager of Kanazawa
Branch Office
General Manager of Management
Department, Kanazawa Branch Office

New election

5

New election Candidate for Director to be newly elected
Reelection

Candidate for Director to be reelected- 13 -

No.

Name(Date of birth)

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 1979

Joined ROYAL HOLDINGS Co., Ltd.

Oct. 1980

Joined the Company

Sept. 1990

Senior Managing Director

Sept. 1994

Representative Director (current position)

Number of theCompany’s
shares owned(Responsibility)
Internal Auditing Office, Administrative Planning
Department, Nomination/Remuneration Advisory Committee
Member(Significant concurrent positions outside the Company)
Chairman of Ishikawa Information System Association
Ryoji Koshimizu(May 15, 1956)
1

Reelection
Attendance at Board of
Directors meetings
19/19

278,000 shares

Outside Director of Hokuriku Broadcasting Co., Ltd.
Representative Director and Chairman of eNet Solutions
Co., Ltd.
Representative Director and Chairman of STS-MEDIC Inc.
Representative Director and Chairman of ACROSS
Solutions, Inc.
Representative Director and Chairman of STS DIGITAL,Inc.
Director of STS Innovation, Inc.
Director of STS Innovation Canada Inc.
Reasons for nomination as candidate for Director
As Representative Director, Ryoji Koshimizu has directed the management overmany years and under his strong leadership the Group has achieved continuous
growth. The Company judges that, in addition to leveraging his extensive
experience and achievements as a manager to take responsibility for supervisionand governance of the whole of management, he is capable of leading theorganization to steadily achieve sustainable growth, and accordingly it has
designated him a candidate for reelection as Director.

Kenji Suzuki(May 2, 1948)
2

Reelection
Attendance at Board of
Directors meetings
19/19

Jan. 1970

Joined Recruit Holdings Co., Ltd.

Oct. 1996

Joined NOS Co., LtdJan. 2005

Joined INX Co., Ltd

May 2006

Joined the Company

Sept. 2009

Director

Sept. 2012Managing Director

July 2016

Senior Managing Director (current position)

110,000 shares(Responsibility)
Tokyo Branch Office, Nagoya Branch Office, Future
Innovation Business Unit, and Academy Quest Department(Significant concurrent positions outside the Company)
Director and Chairman of T4C Co., Ltd.
Reasons for nomination as candidate for Director
Kenji Suzuki has been intimately familiar with the industry for many years, andpossesses extensive experience and broad insights in that regard. Since joining
the Company, he has helped to realize the growth strategy and raise corporate
value, primarily through his efforts in the operating divisions and in humanresources. The Company judges that, in addition to utilizing his extensive
experience and strong leadership to drive the business activities of the Group asa whole, he is capable of implementing appropriate supervision of management,
and accordingly it has designated him a candidate for reelection as Director.

- 14 -

No.

Name(Date of birth)

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 1978

Joined HOKURIKU COMPUTER SERVICE
CO., LTD.

Dec. 1982

Joined the Company

Sept. 1995

Director

Sept. 2004

Managing Director

Sept. 2012

Senior Managing Director (current position)

Number of theCompany’s
shares owned(Responsibility)
Kanazawa Branch Office, Osaka Branch Office, and ProductBusiness Unit
Mitsuru Noto
(December 7, 1959)
3

Reelection

170,000 shares(Significant concurrent positions outside the Company)
Representative Director and President of ACROSS
Solutions, Inc.
Director of STS DIGITAL, Inc.

Attendance at Board of
Directors meetings
19/19

Director and CFO of STS Innovation, Inc.
Director and CFO of STS Innovation Canada Inc.
Reasons for nomination as candidate for Director
After initially working in development roles, Mitsuru Noto has been engaged
for many years in company management as a Director of the Company, an area
in which he possesses extensive experience and knowledge. In addition to
putting in place a platform for business expansion in Japan and overseas, anddriving growth, he has contributed to the creation of new corporate value for theGroup through such initiatives as conceiving and commercializing new
products. The Company judges that, in addition to accelerating growthstrategies by means of his ability to get things done, he is capable of leading theorganization to achieve sustainable growth, and accordingly it has designatedhim a candidate for reelection as Director.
Apr. 1981

Joined Kinjohro Co., Ltd.

Feb. 1987

Joined the Company

Sept. 2009

Director (current position)(Responsibility)

70,000 shares

Management Headquarters
Naoyuki Morita(March 25, 1961)
4

Reelection
Attendance at Board of
Directors meetings
19/19(Significant concurrent positions outside the Company)
None
Reasons for nomination as candidate for Director
After initially working in development roles, Naoyuki Morita has for many
years been in charge of the administration departments, an area in which hepossesses extensive experience and knowledge. In addition to rolling out andstrengthening the compliance and corporate governance systems of the Group,
he has contributed to improving the financial position of the Company and toestablishing a thorough framework of risk management. The Company judges
that, in addition to maintaining and enhancing the soundness and transparencyof management, he is capable of implementing further improvements tocorporate governance, and accordingly it has designated him a candidate forreelection as Director.

- 15 -

No.

Name(Date of birth)

Hirotaka Azuma(June 18, 1973)
5

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 1993

Joined Total Solution Partners Inc.

Feb. 1995

Joined the Company

July 2005

General Manager of Outsourcing Division

July 2022

Branch Office Manager of Kanazawa Branch
Office, General Manager of Management
Department, Kanazawa Branch Office,General Manager of Outsourcing Division

July 2023

New election
Attendance at Board of
Directors meetings–/–

Number of theCompany’s
shares owned

72,100 shares

Executive Officer, Branch Office Manager ofKanazawa Branch Office, General Manager
of Management Department, Kanazawa
Branch Office (current position)(Significant concurrent positions outside the Company)
None
Reasons for nomination as candidate for Director
Since joining the Company, Hirotaka Azuma has contributed to creating new
corporate value for the Group through the expansion of the outsourcing
business and the establishment of the nearshore business in Kanazawa thatmainly services the Tokyo metropolitan area. Moreover, since assuming theposition of Branch Office Manager of Kanazawa Branch Office, he has further
strengthened collaboration between branch offices. The Company judges he iscapable of promoting its growth strategy, and accordingly it has designated him
as a candidate for election as Director.

(Notes) 1. The number of the Company’s shares owned by each candidate uses the figure for the end of the period underreview (June 30, 2024).
2. There is no special interest between any of the candidates and the Company.
3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy includes all the Directors as theinsureds and covers their losses. If each candidate is elected and assumes the office as Director, the candidate will
be included as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew thepolicy with the same terms.

- 16 -

Proposal No. 5

Election of Three Directors Who Are Audit & Supervisory Committee Members

The terms of office of Kenji Takai, Kunio Hirosaki, and Sayo Asou who are Audit & Supervisory Committee
Members will expire at the conclusion of this meeting. Therefore, the Company proposes the election of three
Directors who are Audit & Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows:

No.

Name

Current positions

Attributes

1

Kenji Takai

Director and full-time Audit &Supervisory Committee Member

Reelection

2

Sayo Asou

Outside Director and Audit &Supervisory Committee Member

Reelection Outside Independent3

Toshiaki Okitsu

New election Outside Independent

New election Candidate for Director to be newly elected
Reelection

Candidate for Director to be reelected

OutsideCandidate for outside Director

Independent

Candidate for independent officer- 17 -

No.

Name(Date of birth)

Kenji Takai(November 20, 1956)
Reelection

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 1979

Joined ROYAL HOLDINGS Co., Ltd.

Mar. 1990

Joined the Company

July 2013

Branch Office Manager of Nagoya Branch
OfficeSept. 2015

Audit & Supervisory Board Member

Sept. 2016

Director and full-time Audit & Supervisory
Committee Member (current position)

Number of theCompany’s
shares owned

70,000 shares(Significant concurrent positions outside the Company)
1

Attendance at Board of
Directors meetings
19/19

None

Attendance at Audit &Supervisory Committee
meetings
15/15

Kenji Takai has a background in directing operating divisions as the person in
charge of the branch office, and has driven growth for both the Company and
the Group while making significant contributions to raising the Group’s
corporate value. The Company judges that he will leverage his knowledge,
experience, and broad insights that make use of his familiarity with the industry
to supervise management of the Company appropriately and fairly, andaccordingly it has designated him a candidate for reelection as Director who is
an Audit & Supervisory Committee Member.

Sayo Asou(October 26,1975)

Reasons for nomination as candidate for Director who is an Audit &Supervisory Committee Member

Oct. 2006

Registered as an attorney at law (59th legal
apprentice)

Oct. 2006

Joined Tanaka Legal Professional
Corporation

Oct. 2011

Representative of Asou Law Office(currently Kanazawa Aoba Law Office)(current position)

Sept. 2016

Outside Director and Audit & Supervisory
Committee Member of the Company (current
position)(Significant concurrent positions outside the Company)
Reelection
OutsideIndependent
2

Attendance at Board of
Directors meetings
19/19
Attendance at Audit &Supervisory Committee
meetings
15/15

20,000 shares

Representative of Kanazawa Aoba Law OfficeMember of External Evaluation Committee, Credit
Guarantee Corporation of Ishikawa PrefectureMember of Public Works Evaluation & OversightCommittee, Ishikawa Prefectural Government Civil
Engineering Department
Member of Medical Safety Management & Audit
Committee, Kanazawa University Hospital
Auditor of Ishikawa Prefectural University Corporation
Reasons for nomination as candidate for outside Director who is an Audit &Supervisory Committee Member and overview of expected role
Sayo Asou has commented as appropriate on the management of the Company
from the viewpoint of risk management and compliance, etc., based on her longyears of experience as a lawyer and the perspective afforded by her expertise.
She has never been involved in the management of a company in the past.
However, taking into account these achievements, the Company has designatedher a candidate for reelection as outside Director who is an Audit &Supervisory Committee Member in order that she may continue to leverage herhighly specialized insights for the benefit of the management of the Company.

- 18 -

No.

Name(Date of birth)

Toshiaki Okitsu(January 30, 1959)
New election
OutsideIndependent

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 1982

Joined Mitsui Mutual Life Insurance
Company (currently TAIJU LIFE
INSURANCE COMPANY LIMITED)

Apr. 2006

General Manager of Sales Education
Department

Apr. 2009

Executive Officer, General Manager of Sales
Promotion Department, General Manager ofUrban Market Development Department

June 2014

Representative Director of MOS CO., LTD.
Hotel Nikko Kanazawa

May 2019

Director of otomura co., ltd.

June 2020

Director of HOKUSUI.inc (current position)

Jan. 2021

Senior Managing Director of otomura co.,ltd. (current position)

Number of theCompany’s
shares owned

300 shares(Significant concurrent positions outside the Company)
3

Attendance at Board of
Directors meetings–/–
Attendance at Audit &Supervisory Committee
meetings–/–

Director of HOKUSUI.inc
Senior Managing Director of otomura co., ltd.
Reasons for nomination as candidate for outside Director who is an Audit &Supervisory Committee Member and overview of expected role
Toshiaki Okitsu possesses extraordinarily extensive management experience,
including having served in positions such as branch office manager in areas
throughout Japan, General Manager of the education department for training
branch office managers, and Executive Officer responsible for the sales
departments since joining Mitsui Mutual Life Insurance Company (currently
TAIJU LIFE INSURANCE COMPANY LIMITED) and having been in chargeof the whole of management, including enhancing business performance andimproving the financial position, since assuming office as Representative
Director of MOS CO., LTD. Hotel Nikko Kanazawa. Taking into account theseachievements, the Company has designated him a candidate for election as
outside Director who is an Audit & Supervisory Committee Member in orderthat he may leverage his experience and knowledge for the benefit of the
management of the Company.

(Notes) 1. Candidate Sayo Asou is listed in the Family Register under the name of Sayo Okano.
2. The number of the Company’s shares owned by each candidate uses the figure for the end of the period underreview (June 30, 2024).
3. There is no special interest between any of the candidates and the Company.
4. Ms. Asou and Mr. Okitsu are candidates for outside Director.
5. Ms. Asou is currently an outside Director who is an Audit & Supervisory Committee Member of the Company,
and at the conclusion of this meeting, her tenure will have been eight years.
6. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreements with Kenji Takai and Sayo Asou to limit their liability for damages under Article 423, paragraph (1)of the same Act. If the reelection of Mr. Takai and Ms. Asou is approved, the Company plans to renew the
aforementioned agreements with them. In addition, if the election of Mr. Okitsu is approved, the Company plansto enter into a similar limited liability agreement. The maximum amount of limited liability under these agreements
shall be the minimum liability prescribed in Article 425, paragraph (1) of the Companies Act.
7. The Company has submitted notification to the Tokyo Stock Exchange that Ms. Asou has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Ms. Asou is approved,
the Company plans to continue to designate her as an independent officer. In addition, Mr. Okitsu meets therequirements for an independent officer as provided for by the Tokyo Stock Exchange, and if his election isapproved, the Company plans to submit a notification as an independent officer.
8. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses to be borne by the
insureds, including Directors who are Audit & Supervisory Committee Members. If each candidate is elected andassumes the office as Director, the candidate will be included as an insured in the policy. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms.

- 19 -

Proposal No. 6

Revision of the Maximum Amount of Remuneration for Directors Who Are Not Audit& Supervisory Committee Members

The 37th General Meeting of Shareholders held on September 26, 2016 passed a resolution setting the amountof remuneration for the Company’s Directors who are not Audit & Supervisory Committee Members at thecurrent level of no more than 200 million yen per year. However, in consideration of various circumstances,including changes in economic conditions, the Company proposes revising the amount of remuneration for
the Company’s Directors who are not Audit & Supervisory Committee Members to no more than 400 million
yen per year. Moreover, as in the past, the amount of remuneration for Directors who are not Audit &Supervisory Committee Members will not include the employee salary of Directors who are also employees.
This proposal was decided by the Board of Directors after deliberation by the Nomination/Remuneration
Advisory Committee, taking into consideration the Company’s business scale, officer compensation system
and its payment level, the current number of officers, and future trends, and is deemed appropriate.
The Company’s policy for determining the details of remuneration, etc. for individual directors is as describedin “2. Current Status of the Company (2) Status of Corporate Officers (iv) Remuneration, etc. for Directors”
in the Business Report (in Japanese only).
There are currently four Directors who are not Audit & Supervisory Committee Members (including 0 outside
Directors). However, if Proposal No. 4 is approved as originally proposed, there will be five Directors who
are not Audit & Supervisory Committee Members (including 0 outside Directors).
The Company’s Audit & Supervisory Committee has judged this proposal to be appropriate.

- 20 -

Proposal No. 7

Termination Payment Following the Discontinuation of Retirement Benefit Plan for
Directors and Other Officers

As part of its review of the officer compensation system, the meeting of the Company’s Board of Directors
held on August 21, 2024 resolved to discontinue the retirement benefit plan for Directors and other officers
at the conclusion of this General Meeting of Shareholders.
In conjunction with this, the Company proposes a termination payment to be paid to four Directors who are
not Audit & Supervisory Committee Members (excluding outside Directors) and one Director who is an
Audit & Supervisory Committee Member (excluding outside Directors) who will be reappointed if Proposal
No. 4 and Proposal No. 5 are approved as originally proposed. The Company will pay the retirement benefits
corresponding to the term of office for each of them from the time of their appointment until the conclusionof this General Meeting of Shareholders as a termination payment within the limit of a reasonable amountbased on the criteria set by the Company.
The Company’s policy for determining the details of remuneration, etc. for individual directors is as describedin “2. Current Status of the Company (2) Status of Corporate Officers (iv) Remuneration, etc. for Directors”
in the Business Report (in Japanese only). This proposal is consistent with that policy, and the content of the
proposal is deemed appropriate.
In addition, the timing of payment shall be upon the retirement of each Director, and the specific amount andmethod of payment shall be left to the discretion of the Company’s Board of Directors for Directors who are
not Audit & Supervisory Committee Members, and left to consultation among the Directors who are Audit& Supervisory Committee Member for the Director who is an Audit & Supervisory Committee Member.
The Company’s Audit & Supervisory Committee has judged this proposal to be appropriate.
The career summaries of the Directors who are not Audit & Supervisory Committee Members and the
Director who is an Audit & Supervisory Committee Member and who are eligible for the termination payment
following the discontinuation of the retirement benefit plan are as follows.
Name

Career Summary

Ryoji Koshimizu

Sept. 1990
Sept. 1994

Senior Managing Director
Representative Director (current position)

Kenji Suzuki

Sept. 2009
Sept. 2012
July 2016

Director
Managing Director
Senior Managing Director (current position)

Mitsuru Noto

Sept. 1995
Sept. 2004
Sept. 2012

Director
Managing Director
Senior Managing Director (current position)

Naoyuki Morita

Sept. 2009

Director (current position)

Kenji Takai

Sept. 2015
Sept. 2016

Audit & Supervisory Board Member
Director and full-time Audit & Supervisory Committee
Member (current position)- 21 -