Note: This document has been translated from a part of the Japanese original for reference purposes only.
Inthe event of any 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 formsof damages arising from the translation.
(Stock Exchange Code 8157)
June 6, 2022

To Our Shareholders
Isao Emori
Representative Director andPresident
TSUZUKI DENKI CO.,LTD.
6-19-15 Shinbashi, Minato-ku, Tokyo

Notice of the 82nd Annual General Meeting of Shareholders
You are hereby notified that the 82nd Annual General Meeting of Shareholders of TSUZUKI DENKI
CO., LTD. (the “Company”) will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders,and exercise your voting rights using the enclosed Voting Rights Exercise Form or via the Internet byno later than 5:00 p.m. on Monday, June 27, 2022 Japan time.
1. Date and Time:
2. Place:

Tuesday, June 28, 2022 at 10:00 a.m. Japan time
Tokyo Art Club Building, Third Floor, 6-19-15 Shinbashi, Minato-ku,
Tokyo(Please refer to map of the venue at the end of this notice.)

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for theCompany’s 82nd Fiscal Year (April 1, 2021 – March 31, 2022) andresults of audits by theAccounting Auditor and the Board of Statutory
Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 82nd Fiscal
Year (April 1, 2021 – March 31, 2022)
Proposals to beresolved:
Proposal: Proposal 1
Partial Amendment of Articles of Incorporation
Proposal 2
Election of 10 Directors
Proposal 3
Election of 1 Statutory Auditor
Proposal 4
Election of 2 Substitute Statutory Auditors-1-

----------------------------------------------------------------------------------------------------------------------------------Notes:
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Of the documents attached to the Notice of the 82nd Annual General Meeting of Shareholders, the “Notes toConsolidated Financial Statements” and “Notes to Non-consolidated Financial Statements” are posted on the
Company’s website (https://www.tsuzuki.co.jp/ir/stock/meeting.html) in accordance with the provisions of laws
and regulations as well as Article 16 of the Company’s Articles of Incorporation, and are therefore not provided
in the documents attached to this Notice.

The Consolidated Financial Statements and Non-consolidated Financial Statements included in the documents
attached to the Notice of the 82nd Annual General Meeting of Shareholders are a part of the Consolidated
Financial Statements and Non-consolidated Financial Statements that were audited by theAccounting Auditor
when preparing the audit reports.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements, or Non-consolidated Financial Statements require amendments, theamended versions will be posted on the Company’s website(https://www.tsuzuki.co.jp/ir/stock/meeting.html).

Exercising voting rights by proxy:If exercising voting rights by a proxy who is also a shareholder with voting rights exercisable at this General
Meeting of Shareholders, the proxy should submit your Voting Rights Exercise Form and a document certifying
authority as proxy in addition to the proxy’s Voting Rights Exercise Form to thereception desk on the day of themeeting.
Please be advised that we will be dressed in light attire on the day of the meeting.




-2-

Guide to Exercising Voting Rights
1. If you are attending the General Meeting of Shareholders
Voting at General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form to the meeting, and submit it at the reception desk.
Meeting date and time: Tuesday, June 28, 2022 at 10:00 a.m. Japan time
2. If you are not attending the General Meeting of Shareholders
Voting in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, andreturn the form to the Company so that your vote is received by 5:00 p.m. on Monday, June 27, 2022 Japantime.
Voting via the Internet, etc.
Please access the voting rights exercise website (https://evote.tr.mufg.jp/), and register your vote for or against
the proposals by 5:00 p.m. on Monday, June 27, 2022 Japan time.

Multiple exercises of voting rights
1)

In the event that any shareholder exercises voting rights both in written form and through the Internet, etc.,
the exercise of voting rights through the Internet will supersede as the effective exercise of the voting rights.

2)

If any voting right is exercised more than once via the Internet, etc., the latest exercise will be upheld as thevalid exercise of the voting right.

-3-

Exercise of Voting Rights via the Internet
If you exercise your voting rights via the Internet, please confirm the following matters before exercising yourvoting rights.
Votes must be submitted by 5:00 p.m. on Monday, June 27, 2022 Japan time.
* However, votes cannot be accepted between 2:00 a.m. and 5:00 a.m. every day.

1. Log in by scanning QR code
You can log in to the voting rights exercise website without having to enter the login ID and temporary
password printed on the Voting Rights Exercise Form.
Step 1: Scan the QR code printed on the right side of the attachment to the Voting Rights Exercise Form.
* QR code is a registered trademark of Denso Wave Inc.

Step 2: Follow the on-screen instructions, and register your vote for or against the proposals.
Please refer to the enclosed leaflet for more information.
Note that the QR code can only be used to log in one time. If you wish to change your vote after having
exercised it, please follow the instructions to log in with your login ID and temporary password below.
*Internet connection fees, telecommunication charges, and other fees incurred by accessing the voting rights exercise website shall be borne by
the shareholder.

2. Log in with login ID and temporary password
Voting rights exercise website: https://evote.tr.mufg.jp/
Step 1: Access the voting rights exercise website.
Step 2: Enter your login ID and temporary password printed on the Voting Rights Exercise Form
Step 3: Set a new password
Step 4: Follow the on-screen instructions, and enter your vote for or against the proposals.
System-related inquiries:
Stock Transfer Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll free); business hours: 9:00 a.m. to 9:00 p.m.

-4-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial Amendment of Articles of Incorporation

1. Reason for Amendment(1) On September 1, 2022, the amended provisions prescribed in the proviso to Article 1 of the Supplementary Provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will come into effect. Accordingly, new provisions will beestablished regarding measures to provide in an electronic format information contained in reference documents for General
Meetings of Shareholders and to limit the scope of matters that will be provided in documents delivered to shareholders who request
the delivery of such documents. Provisions pertaining to internet disclosure and deemed provision of reference documents of theGeneral Meeting of Shareholders will be deleted. Supplementary provisions will be established in relation to the effective date, etc.
(2) In addition, necessary changes will be made to Article 36, Paragraph 3 of the current Articles of Incorporation.
2. Content of Amendments
The Articles will be revised as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments(Internet Disclosure and Deemed Provision of Reference Documentsof the General Meeting of Shareholders, etc.)
Article 16 When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to bestated or indicated in the reference documents of theGeneral Meeting of Shareholders, business report,
financial statements and/or consolidated financial
statements through the internet in accordance with theprovisions prescribed by Ministry of Justice regulations,
it may be deemed that the Company has provided thisinformation to shareholders.

(Deleted)(Newly established)(Measures to Provide Information in Electronic Format, etc.)
Article 16 1. When the Company convenes a General Meeting of
Shareholders, it will take measures to provide information that
constitutes the content of the reference documents of theGeneral Meeting of Shareholders, etc. in electronic format.
2. Of the matters for which it takes measures to provide inelectronic format, the Company may omit all or part of thematters prescribed by Ministry of Justice regulations from the
documents to be delivered to shareholders who have made arequest for the delivery of documents by the record date forvoting rights.

-5-Current Articles of Incorporation
Term of Statutory Auditors
Article 36 1. (omitted)
2. (omitted)
3. Pursuant to Article 329, paragraph 2 of the Companies Act,the period during which the resolution for the election of a
substitute Statutory Auditor remains effective will expire at
the commencement of the Ordinary General Meeting of
Shareholders for the last fiscal year to end within four years
after the resolution.
4. (omitted)(Newly established)

Proposed amendments
Term of Statutory Auditors
Article 36 1. (Same as current)
2. (Same as current)
3. Pursuant to Article 329, paragraph 3 of the Companies Act,the period during which the resolution for the election of a
substitute Statutory Auditor remains effective will expire at
the commencement of the Annual General Meeting of
Shareholders for the last fiscal year to end within four years
after the resolution.
4. (Same as current)
Supplementary Provisions(Transitional Measures Regarding Measures to Provide Information
in Electronic Format, etc.)
1. Deletion of Article 16 of the Articles of Incorporation before
amendment (Internet Disclosure and Deemed Provision ofReference Documents of the General Meeting of Shareholders,etc.) and the proposed establishment of Article 16 (Measures
to Provide Information in Electronic Format, etc.) will takeeffect on the day the amended provisions prescribed in theproviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019)come into effect (the “Effective Date”).
2. Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation before amendment(Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders, etc.) willremain effective for all general meetings of shareholders heldon days falling within six months of the Effective Date.
3. These supplementary provisions will be deleted on the day
when six months have passed from the Effective Date or the
day when three months have passed from a General Meetingof Shareholders as provided for in the preceding paragraph,
whichever is later.

-6-

Proposal 2:

Election of 10 Directors

The terms of office of all 12 Directors will expire at the conclusion of this General Meeting of
Shareholders. The Board of Directors is to be a framework for management that concentrates onsupervisory functions, and more than a third of its members are to consist of Independent External
Directors. Accordingly, the Company proposes the election of 10 Directors.
The candidates are as follows:
Reference: Candidates

External

No.

External Director
candidates

Name

Independent

Independent officer
pursuant to regulations ofTokyo Stock Exchange,
Inc.

Current position

Representative
Director andPresident
Representative
Director and Vice
President
Director andManaging Executive
Officer, General
Manager ofCorporate
Administration Unit

Attendance
rate of theBoard ofDirectors
meetings

1

Reappointment

Male

Isao Emori

2

Reappointment

Male

Kazunori Yoshii

3

Reappointment

Male

Kazuhisa Oyama

4

Reappointment

External

Male

Hidetoshi Takinaka

Director

84.6％

5

Reappointment

External

MaleToshihiro Murashima

Director

100％

6

Reappointment

External

Independent

Male

Kunio Matsui

Director

100％

7

Reappointment

External

Independent

Male

Noriyuki Moriyama

Director

92.3％

New

External

Independent

Male

Naoshi Ogasawara

Auditor100％

External

Independent

Male

Hideki Wachi――

FemaleTomoko Tsukahara

―

―

8

Appointment

9

Appointment

10

Appointment

New

New

External

-7-

100％

100％

100％

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1981

1

Joined the Company

Isao Emori

April 2000

Manager in charge of Welfare Business Project(January 27, 1959)

April 2008

Administrative Officer[Reappointment]

June 2009

Director

April 2010

Managing Director

February 2012

Director and Managing Executive Officer

Tenure as Director
13 years
Attendance rate of the Boardof Directors meetings in fiscal
2021

NumberofCompany
sharesheld

April 2015

Director and Senior Managing Executive Officer

April 2017

Representative Director, President and CEO

April 2022

Representative Director and President (current position)

39,555100%
Reason for nomination as candidate for Director:
Mr. Isao Emori has five years of experience as Representative Director and President. The Company believes that he is
the most appropriate person to serve as a management leader who can promote and drive the growth strategy of theCompany in a rapidly changing ICT industry. Therefore, the Company proposes his continued election as Director.
He is scheduled to be continuously appointed as Representative Director and President by the Board of Directors if hiselection as Director is approved.
April 1981

Kazunori Yoshii

November 2000

Accounting Department Manager(September 25, 1957)

April 2004

Administrative Officer[Reappointment]

June 2005

Director

April 2010

Managing Director

February 2012

Director and Managing Executive Officer

April 2015

Director and Senior Managing Executive Officer

Attendance rate of the Boardof Directors meetings in fiscal
2021

April 2019

Director and Executive Vice President

June 2019

Representative Director and Executive Vice President

100%

April 2022

Representative Director and Vice President (current position)

Tenure as Director
17 years
2

Joined the Company

47,528

Reason for nomination as candidate for Director:
Mr. Kazunori Yoshii has many years of experience in the Company’s accounting division, and after being appointed as
an Executive Officer, he has been in charge of the administration division and has promoted the development of internal
control systems of the overall TSUZUKI Group. Given his experience in these areas, the Company believes that he isqualified to assume a role in leading discussions at the Board of Directors meetings from the perspective of compliance,risk management, and internal control. Therefore, the Company proposes his continued election as Director. He isscheduled to be appointed as Representative Director and Vice President by the Board of Directors if his election as
Director is approved.

-8-

No.

Name
(Date of birth)(February 24,
1960)

July 2010

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank,
Ltd.)
Administrative Officer

May 2012

Corporate Business Department Manager[Reappointment]

June 2013

Executive Officer, the Company

Kazuhisa
Oyama

Tenure as
Director
6 years
3

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1984

June 2016

Director and Executive Officer

April 2021

Director and Managing Executive Officer, General Manager
of Corporate Administration Unit (current position)

Number ofCompany shares
held

10,041

Attendance rate of
the Board of
Directors meetingsin fiscal 2021

100%
Reason for nomination as candidate for Director:
Mr. Kazuhisa Oyama has been in charge of the internal control promotion office, the business promotion division, thegeneral affairs and human resources division, and the finance and accounting division since April 2020, and has served as
the General Manager of the Corporate Administration Unit since April 2021. He is promoting and implementing areinforcement of management foundations, which is a key initiative in the Company’s medium-term business plan. The
Company believes that he is qualified to assume a role in a wide range of fields based on his track record of leveraging
his many years of experience in banking business in areas such as capital policy. Therefore, the Company proposes his
continued election as Director.
April 1982
Joined ASO CORPORATION

Hidetoshi
Takinaka(April 24, 1958)[Reappointment][External
Director]

4

Tenure as
Director
2 years
Attendance rateof the Board of
Directors
meetings infiscal 2021
84.6%

November 1999

General Manager, Hospital Consulting Division

June 2005

Director, General Manager, Hospital Consulting Division

April 2008

January 2020

Director, Deputy General Manager, Medical Business
Division,
General Manager, Hospital Consulting Division
Director, Member of Group Management Committee,
Deputy General Manager, Medical Business Division,
General Manager,
Hospital Consulting Division
Director, Member of Group Management Committee,
DeputyGeneral Manager, Medical Business Division
Managing Director, Member of Group Management
Committee,
Deputy General Manager, Medical Business Division
President and CEO, Aso Information System Co., Ltd.
(current
position)
Senior Managing Director, ASO CORPORATION, MemberofGroup Management Committee, Deputy General Manager,
Medical Business Division
Senior Managing Director, Member of Group Management
Committee, General Manager, Medical Business Division(current position)
Advisor, the Company

June 2020

External Director (current position)

June 2009

October 2009

June 2012

November 2012

June 2016

June 2018

0[Significant concurrent positions]
President and CEO, Aso Information System Co., Ltd.
Senior Managing Director, ASO CORPORATION
Reason for nomination as candidate for Director and expected role:
Mr. Hidetoshi Takinaka has profound insights on industries related to medical and nursing cared acquired throughabundant experience and a track record as President and CEO of a company. The Company expects him to provide
oversight and advice in the Company’s challenges toward new growth fields and domains in the future. Therefore, theCompany proposes his continued election as External Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1996

Toshihiro
Murashima(April 2, 1957)[Reappointment][External Director]
Tenure as Director
5 years
5

Attendance rate of theBoard of Directors
meetings in fiscal 2021

Number ofCompany
shares held

Registered as attorney (Dai-Ichi Tokyo Bar Association)
Joined Aoyama Chuo Law Office

April 1999
April 2001

Partner
Established Murashima Hozumi Law OfficePartner (current position)

June 2006

External Director, NIFTY Corporation

June 2011

External Statutory Auditor, the Company

June 2017

External Director (current position)

4,582[Significant concurrent positions]
Partner, Murashima Hozumi Law Office100%
Reason for nomination as candidate for External Director and expected role:
Although Mr. Toshihiro Murashima has never been directly involved in corporate management, he has expertise as an
attorney, and as Statutory Auditor of the Company for many years and Chairman of the Nomination and Compensation
Committee, he has profound insights on the qualities of candidates for officers and their appropriate compensations, which
are core issues of corporate governance of the Company. The Company expects him to contribute to rapid and bolddecision-making by management in the future from an objective position, independent of the executive management of theCompany. Therefore, the Company proposes his continued election as External Director.
April 1980

Kunio Matsui

February 2000

Joined FUJITSU LABORATORIES LTD. (currently FUJITSU
LIMITED)Manager of Document Processing Research Department

April 2006

Director, Information Processing Society of Japan

April 2007

Vice President, Fujitsu Laboratories of America, Inc.

April 2009

Chief Researcher of Software & Solution Laboratory, FUJITSULABORATORIES LTD. (currently FUJITSU LIMITED)Technology Administrative Officer, NIFTY Corporation(July 23, 1957)
July 2009[Reappointment][External Auditor][Independent Officer]
Tenure as Director
3 years
6

Attendance rate of theBoard of Directors
meetings in fiscal 2021

100%

July 2014

Member of Program Meeting Committee established for“Enhancement of Resilient Disaster Prevention and Disaster
Reduction Function” Challenge of Cabinet Office SIP
November 2014 Concurrently served as Head of New Business Promotion
Office, NIFTY Corporation
April 2015
Concurrently served as Specially Appointed Professor of
Graduate School of Science and Technology, Shizuoka
University
February 2017 Professor, Department of Information and Computer Science,
College of Engineering, Kanazawa Institute of Technology(current position)
June 2019
External Director, the Company (current position)

0[Significant concurrent positions]
Professor, Department of Information and Computer Science, College ofEngineering, Kanazawa Institute of Technology
Reason for nomination as candidate for External Director and expected role:
Although Mr. Kunio Matsui has never been directly involved in corporate management, he has abundant experience at
FUJITSU LABORATORIES LTD. and NIFTY Corporation and as a professor in the Department of Information andComputer Science, College of Engineering, Kanazawa Institute of Technology, which is current position, and possesses
profound insights on the information network solution business. The Company expects him to contribute to rapid and bolddecision-making by management from a diversified perspective by drawing on his experience and from an objective
position, independent of the executive management of the Company. Therefore, the Company proposes his continued
election as External Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1973
April 1986
April 1987
July 1992

Noriyuki Moriyama(June 20, 1947)[Reappointment][External Director][Independent Officer]

7

April 1998
January 2004
April 2010

Tenure as Director
2 years

April 2013

Attendance rate of theBoard of Directors
meetings in fiscal 2021

April 201692.3%

August 2016
June 2020

Number ofCompany
shares held

Joined Second Department of Surgery, Chiba University Schoolof Medicine
Visiting Doctor, Mayo Clinic, US
Chief, Department of Diagnostic Radiology, National Cancer
CenterHead, Department of Radiology, National Cancer Center
Hospital East
Head, Department of Diagnostic Radiology, National Cancer
Center Hospital
Director, Research Center for Cancer Prevention andScreening, National Cancer Center
Director, Research Center for Cancer Prevention andScreening, National Cancer Center (Independent
Administrative Institution)
Senior Executive Officer and Managing Director, Medical
Corporation Midtown Medicine Co., Ltd. Director, Health
Screening Center, Tokyo Midtown Medicine Co., Ltd.
Chairman, Shinkokai medical corporation (current position)
Director, Medical Corporation Midtown Medicine Co., Ltd.
(current position)
Director, Grand HIMEDIC Club (HIMEDIC, Inc.) (current
position)
External Director, the Company (current position)

3,100[Significant concurrent positions]
Chairman, Shinkokai medical corporation
Director, Medical Corporation Midtown Medicine Co., Ltd.
Director, HIMEDIC, Inc.
Reason for nomination as candidate for External Director and expected role:
Based on Mr. Noriyuki Moriyama’s achievements accumulated over many years at the National Cancer Center and hisachievements in fields such as research of AI, a future advanced technology, the Company expects him to contribute toinitiatives in the Company’s health care business and its health management (which is part of the Company’s management
policy), as well as to swift and bold decision-making by management based on viewpoints and insights different from theCompany’s from an objective position, independent of the executive management of the Company. Therefore, theCompany proposes his continued election as External Director.
April 1989
Joined Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho Bank,Ltd.)
December 1991 Joined Taiyo Audit Corporation (currently Grant Thornton
Taiyo LLC)
August 1992
Registered as certified public accountant

Naoshi Ogasawara

8

April 2007

(August 19, 1965)

October 2008

[New Appointment][External Director][Independent Officer]

April 2010

Attendance rate of theBoard of Directors
meetings in fiscal 2021

100%

June 2016

Senior Partner, Taiyo ASG Audit Corporation (currently Grant
Thornton Taiyo LLC)
President and CEO, Avantia GP (current position)
Auditor, Center for National University Finance andManagement (currently National Institution for Academic
Degrees and Quality Enhancement of Higher Education, current
position)
External Director, Topre Corporation (current position)

June 2016

Statutory Auditor, the Company (current position)

March 2022

External Auditor, NIKKISO CO., LTD. (current position)

0[Significant concurrent positions]

President and CEO, Avantia GP
Auditor, National Institution for Academic Degrees and Quality Enhancement ofHigher Education
External Director, Topre Corporation
External Auditor, NIKKISO CO., LTD.
Reason for nomination as candidate for External Director and expected role:
Although Mr. Naoshi Ogasawara has never been directly involved in corporate management, he has expertise in financeand accounting as a certified public accountant. In addition, due to his long-term tenures as a Statutory Auditor and a
Nomination and Compensation Committee member of TSUZUKI DENKI, he has deep insight into the qualifications of,and compensation for, executive candidates, which are both central corporate governance-related issues for the Company.
Furthermore, the Company expects that he will contribute to swift and decisive managerial decision-making based on an
objective standpoint that is free from the influence of management responsible for the execution of business operations.
Therefore, the Company proposes his election as External Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1983
October 1998

June 2000
August 2001

Hideki Wachi

August 2005

(February 17, 1961)

9[New Appointment][External Director][Independent Officer]

July 2007

October 2008

May 2014

April 2016
June 2021

Joined Kokusai Denshin Denwa Co., Ltd. (currently KDDI
CORPORATION)
Vice President and General Manager of Sales Unit, Deutsche
Telekom GBS Japan K.K. (Japan subsidiary of Germanybased Deutsche Telekom AG)
Representative Director and President, Intranets Inc. (Japansubsidiary of U.S.-based Intranets.com)
Representative Director and President, Nuance
Communications Co., Ltd. (Japan subsidiary of U.S.-based
Nuance Communications, Inc.)
Representative Director and President, Witness Systems Co.,
Ltd. (Japan subsidiary of Witness Systems, Inc., currently
Verint Systems Inc.)
Representative Director and President, LiteScape
Technologies Co., Ltd. (Japan subsidiary of U.S.-based
LiteScape Technologies, Inc.)
Representative Director and President, Genesys (Japansubsidiary of U.S.-based Genesys Telecommunications
Laboratories, Inc.)
Representative Director and President, Telstra Japan Co., Ltd.
(Japan subsidiary of Australia-based Telstra Corporation
Limited)Representative Director and President, Avaya Japan Ltd.
(Japan subsidiary of U.S.-based Avaya Inc.)
Retired as Representative Director and President of Avaya
Japan Ltd.

Number ofCompany shares
held

0

Reason for nomination as candidate for External Director and expected role:
Mr. Hideki Wachi has profound insights into the information network solution business through abundant experience anda track record as Representative Director and President of several companies. the Company expects that he will contributeto swift and decisive managerial decision-making based on a multifaceted perspective drawing on his experience and froman objective standpoint that is free from the influence of management responsible for the execution of business operations.
Therefore, the Company proposes his election as External Director.

- 12 -

No.

Name(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1986

Joined FUJITSU LIMITED

June 2004

Manager, Project Department, Securities Solutions
Department, Insurance and Securities Solutions UnitManager, First Insurance Solutions Department, Insurance
and Securities Solutions Unit
Project Manager, Insurance and Securities Solutions Unit

April 200710

Tomoko Tsukahara

April 2008

(August 18, 1963)

April 2014

[New Appointment][External Director]

June 2017Manager, First Financial Systems Department, Financial
Systems Unit
Head of Solution & Service Business Assurance Unit

April 2019

Vice General Manager, Quality Assurance Unit

April 2021

Director and Senior Vice President, Head of Quality
Assurance Unit (current position)

Number ofCompany shares
held

0[Significant concurrent positions]
Director and Senior Vice President of FUJITSU LIMITED
Reason for nomination as candidate for External Director and expected role:
Ms. Tomoko Tsukahara has abundant experience and an extensive track record in the system integration business as
General Manager of a company. The Company expects that she will contribute to swift and decisive managerial decisionmaking, and to provide oversight functions and advice from the perspective of shareholders and investors from an objective
standpoint that is free from the influence of management responsible for the execution of business operations. Therefore,
the Company proposes her election as External Director.
Notes:
1. Mr. Hidetoshi Takinaka serves concurrently as President and CEO of Aso Information System Co., Ltd. and Senior
Managing Director of ASO CORPORATION. The Company has entered into a capital and business alliance agreement withASO CORPORATION, the parent company of Aso Information System Co., Ltd.
2. The Company maintains an advisory agreement with the Murashima Hozumi Law Office, represented by Toshihiro
Murashima. No shared special interests exist between Mr. Murashima and the Company.
3. Tomoko Tsukahara concurrently serves as a Director and Senior Vice President at FUJITSU LIMITED, which maintains abusiness relationship primarily involving product sales with the Company.
4. Tomoko Tsukahara assumes responsibility for business execution at FUJITSU LIMITED, which maintains a business
relationship with the Company, and receives remuneration from FUJITSU LIMITED as a Director and Senior Vice
President.
5. Excluding Mr. Hidetoshi Takinaka, Mr. Toshihiro Murashima, and Ms. Tomoko Tsukahara, no shared special interests exists
between these candidates and the Company.
6. Mr. Naoshi Ogasawara, a candidate for External Director, is currently an External Statutory Auditor of the Company and will
have held this position for six (6) consecutive years at the conclusion of the 82nd Annual General Meeting of Shareholders.
7. Mr. Kunio Matsui, Mr. Noriyuki Moriyama, Mr. Naoshi Ogasawara, and Mr. Hideki Wachi are candidates for independent
officer stipulated by the Tokyo Stock Exchange.
8. The Company has entered into a limited liability agreement with Mr. Hidetoshi Takinaka, Mr. Toshihiro Murashima Mr.
Kunio Matsui, and Mr. Noriyuki Moriyama, which provides that the maximum amount of liability for damages as stipulated
in Article 423, Paragraph 1 of the Companies Act shall be the sum of all amounts stipulated in each item under Article 425,
Paragraph 1 of the Companies Act, provided that they have performed their duties in good faith and in absence of grossnegligence. Furthermore, if this proposal is approved and these candidates are reelected, the Company plans to continue theabove limited liability agreement.
9. If proposal 2 is approved and Mr. Hideki Wachi and Ms. Tomoko Tsukahara are elected, the Company will enter into alimited liability agreement with these individuals. This agreement will limit the amount of liability for damages set forth in
Article 423, Paragraph 1 of the Companies Act to the sum of all amounts stipulated in each item of Article 425, Paragraph 1of the Companies Act, provided that the duties of both candidates are performed in good faith and without gross negligence.
10. The Company has entered into a directors and officers liability insurance agreement with an insurance company that names
the internal director candidates as the insured parties. The insurance agreement covers damages that may be incurred by the
insured parties as a result of the responsibilities assumed in the execution of their duties, or any liability claims made againstthem in connection with those responsibilities. Furthermore, if this proposal is approved and the internal director candidates
are reelected, they will be included as the insured parties in the above insurance agreement.
11. The tenure as Director of each candidate is as of the conclusion of this General Meeting of Shareholders.

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Proposal 3:

Election of 1 Statutory Auditor

At the conclusion of this this General Meeting of Shareholders, Statutory Auditor Mr. Naoshi Ogasawara will
resign. Therefore, the Company proposes the election of one Statutory Auditor.
The consent of the Board of Statutory Auditors has been obtained for this proposal.

The candidate is as follows:
Name(Date of birth)

Kenji Kusaka(December 6, 1961)[New Appointment][External Director][Independent
Officer]

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1984

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)

April 1986

Joined Chuo Accounting Corporation

March 1988

Registered as certified public accountant

July 2004

Senior Partner, Chuo Aoyama Audit Corporation

May 2006

Director, Chuo Aoyama Audit Corporation

Number ofCompany shares
held

0

October 2007

Senior Partner, ShinNihon Audit Corporation (currently Ernst &Young ShinNihon LLC)
November 2016 Retired from ShinNihon Audit Corporation (currently Ernst & Young
ShinNihon LLC)

Reason for nomination as candidate for External Statutory Auditor:
Although Mr. Kenji Kusaka has never been directly involved in corporate management, he has expertise in finance andaccounting as a certified public accountant. The Company expects him to be able to perform his duties as a Statutory Auditor
appropriately. Therefore, the Company proposes his continued election as External Statutory Auditor.
Notes:
1. There is no special interest between Mr. Kenji Kusaka and the Company.
2. If proposal 3 is approved and Mr. Kenji Kusaka is elected, the Company will enter into a limited liability agreement with theformer. This agreement will limit the amount of liability for damages set forth in Article 423, Paragraph 1 of the Companies Act
to the sum of all amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act, provided that the duties of thecandidate are performed in good faith and without gross negligence.
3. Mr. Kenji Kusaka meets the qualifications of an independent officer stipulated by the Tokyo Stock Exchange.

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Proposal 4:

Election of 2 Substitute Statutory Auditors

The Company proposes the election of two substitute Statutory Auditors to prepare for cases when the number ofsubstitute Statutory falls below the number set forth in laws and regulations.
In the event that the number of Statutory Auditors becomes insufficient, the term of office of elected substitute Statutory
Auditors will be until the planned expiration of the previous Statutory Auditor’s term of office.
In addition, this resolution will be effective until the start of the Ordinary General Meeting of Shareholders for the lastbusiness year ending within four years after the election.
Among the candidates, the Company proposes the election of Mr. Toshiaki Muratsubaki to fill any vacant Statutory
Auditor position other than External Statutory Auditor positions and proposes the election of Mr. Toshihiro Yanagi to fill
any vacant External Statutory Auditor position.
The election of a substitute Statutory Auditor can be nullified by resolution of the Board of Directors if the consent of theBoard of Statutory Auditors has been obtained; provided, however, that this takes place before the Statutory Auditor
assumes office.
The consent of the Board of Statutory Auditors has been obtained for this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1979

Number ofCompany
shares held

Joined Showa Line Co. Ltd. (currently NYK Line Co. Ltd.)

April 1988

Toshiaki
Muratsubaki(July 3, 1956)

1

Joined Mitsubishi Trust and Banking Corporation (currently
Mitsubishi UFJ Trust and Banking Corporation)
September 2002 Manager, Fifth Sales Department
April 2008

Project Manager, General Affairs Department, the Company

April 2009

Project Manager, Compliance Promotion Office, the Company

July 2016

Senior General Manager, Corporate Administration Unit, theCompany
Legal and Compliance Department, the Company

April 2020

2,000

Reasons for nomination as candidate for substitute Statutory Auditor:
Mr. Toshiaki Muratsubaki has worked in financial institutions for many years, and possesses considerable
knowledge of finance and accounting, as well as abundant experience and extensive knowledge of compliance. The
Company expects him to be able to perform his duties as a Statutory Auditor appropriately. Therefore, the Company
proposes his continued election as a substitute Statutory Auditor.
April 1989
Joined The Norinchukin Bank
November 1993 Joined Taiyo Audit Corporation (currently Grant Thornton
Taiyo LLC)
April 1997
Registered as certified public accountant
Opened Yanagi Certified Public Accountant Office (currently
Yanagi Office) (current position)
November 1999 Registered as certified tax accountant

Toshihiro
Yanagi(March 3, 1966)

2

February 2007

Senior Partner, Frontier Audit Corporation (current position)

April 2017

Statutory Auditor, View Planning Auditor (current position)

0

March 2020

Auditor, Kato Asao International Scholarship Foundation(current position)
June 2021
Manager, Finance Department, KOYAMA Medical andWelfare Group (current position)
Auditor, Naeba Welfare Association and 17 other group
corporations (current position)[Significant concurrent positions]Certified Public Accountant, Yanagi Office

Reasons for nomination as candidate for substitute Statutory Auditor:
Although Mr. Toshihiro Yanagi has never been directly involved in corporate management, he has expertise infinance and accounting as a certified public and tax accountant. The Company expects him to be able to perform his
duties as a Statutory Auditor appropriately. Therefore, the Company proposes his election as External Statutory
Auditor.
Notes:
1. There is no special interest between the candidates and the Company.
2. If this proposal is approved and Mr. Toshihiro Yanagi is elected as a Statutory Auditor, the Company plans to enter into a limited
liability agreement with him, which provides that the maximum amount of liability for damages as stipulated in Article 423,
Paragraph 1 of the Companies Act shall be the sum of the amounts stipulated in each item under Article 425, Paragraph 1 of theCompanies Act, provided that they have performed their duties in good faith and in absence of gross negligence.
3. Mr. Toshihiro Yanagi meets the qualifications of an independent officer stipulated by the Tokyo Stock Exchange.

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