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

Securities Code: 6539
June 8, 2022
To our shareholders:
Takahiro Arimoto, Representative Director
Matching Service Japan Co., Ltd.
2-10-2 Fujimi, Chiyodaku, TokyoNOTICE OF CONVOCATION FOR THE 32ND ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We would like to express our sincere gratitude for your continued support.
We are pleased to announce the 32nd Annual General Meeting of Shareholders as follows.
In order to prevent the spread of the novel coronavirus (COVID-19), please refrain from visiting the venue inperson as much as possible on the meeting day and cooperate by exercise your voting rights in writing in
advance using paper-based documents, the Internet or other means. In order to exercise your voting rights inadvance, at your convenience, please review the Reference Documents for the General Meeting of
Shareholders below, and indicate your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form and return it to us or enter your approval or disapproval on the voting rights exercise website
designated by the Company. In either case, please ensure that you exercise the voting rights no later than 6:00
p.m. on Thursday, June 23, 2022 (JST).
Note that the General Meeting of Shareholders will also be streamed live so that shareholders who are unable
to visit the venue can view the proceedings of the meeting. For details, please see “How to view live stream ofGeneral Meeting of Shareholders” on p. 3.
We are taking this measure in consideration of the health of our shareholders. We sincerely appreciate yourunderstanding.

1. Date and Time

Friday, June 24, 2022 at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)

2. Location

Conference Room 3A, TKP Garden City Ochanomizu,
Mitsui Sumitomo Insurance Surugadai Annex 3F
3-11-1 Kanda Surugadai, Chiyodaku, Tokyo

3. Purpose of the Meeting
Matters to be reported
1.

Business Report, Consolidated Financial Statements and results of audits of Consolidated
Financial Statements by accounting auditor and Audit and Supervisory Committee for the 32nd
Fiscal Year (April 1, 2021 to March 31, 2022)2.

Non-consolidated Financial Statements for the 32nd Fiscal Year (April 1, 2021 to March 31,
2022)

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Matters to be resolved
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Amendment to the Articles of Incorporation

Proposal No. 3

Election of Three Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

4. Information on Exercising Voting Rights
Please see the “Information on Exercising Voting Rights” on p. 4-5.

If you plan to attend the meeting in person, please be sure to wear a mask and submit the enclosed Voting Rights Exercise Formto the receptionist at the venue. Note that no complimentary gifts will be readied for shareholders who visit the venue.
On the day of the meeting, we will take your temperature and ask you to disinfect your hands and fingers when you enter. If you
visibly have a fever, cough, or other symptoms, or if you are not wearing a mask, our staff may ask you to refrain from entering.
We are also taking other measures to prevent infection. We appreciate your understanding and cooperation.
In the event that the venue, etc., suddenly changes because of the effects of the novel coronavirus (COVID-19), or in the eventthat revisions are made to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, or Non-consolidated Financial Statements, the revised information will be posted on the Company’s
website (URL: https://company.jmsc.co.jp/).

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

Appropriation of Surplus

We regard the return of profit to shareholders as one of our most important management issues. While maintaining astable dividend payout as our basic policy, and taking into consideration our future business development and otherfactors, we would like to declare a year-end dividend for the 32nd fiscal year as follows.
Year-end dividends(i)Type of dividend property
To be paid in cash.

(ii) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥15 per common share of the Company.
In this event, the total dividends will be ¥374,780,265.
(iii) Effective date of dividends of surplus
The effective date of dividends will be June 27, 2022.

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Proposal No. 2

Amendment to the Articles of Incorporation

1. Reason for proposal
In line with enforcement of the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on
September 1, 2022, as a system for providing informational materials for the general meeting of shareholders
in electronic format will be introduced, the Company proposes to make the following changes to its Articles
of Incorporation.
(1) As setting forth the implementation of measures for providing information in electronic format for
information that constitutes the content of the Reference Documents for the General Meeting of
Shareholders, etc. in the Articles of Incorporation is compulsory, this proposed change is to newly establish
Article 15 (Measures, etc. for Providing Information in Electronic Format), paragraph (1).
(2) Among matters for which the measures for providing information in electronic format will be taken for
information that constitutes the content of the Reference Documents for the General Meeting of
Shareholders, etc., in order to enable the Company to limit the scope of matters stated in the paper-based
documents to be delivered to shareholders who requested the delivery of paper-based documents to thescope prescribed by the Ministry of Justice Order, this proposed change is to newly establish Article 15(Measures, etc. for Providing Information in Electronic Format), paragraph (2).
(3) Since the provisions for Article 15 of the existing Articles of Incorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meeting of Shareholders, Etc.) will no longer berequired when the system for providing informational materials for the general meeting of shareholders inelectronic format is introduced, they will be deleted.
(4) Supplementary provisions regarding the effectiveness of the aforementioned provisions to be newly
established and deleted will be established. Said supplementary provisions shall be deleted after the time
limit has elapsed.
2. Description of changes
A description of the changes follows below.
(Underlined portions denote the areas to be changed.)
Existing Articles of Incorporation

Proposed Changes(Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders, Etc.)(Deleted)

Article 15
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meetingof shareholders, business report, financial statements andconsolidated financial statements through the Internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Measures, etc. for Providing Information in Electronic
Format)Article 15
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.

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Existing Articles of Incorporation

Proposed Changes
2. Among matters for which the measures for providing
information in electronic format will be taken, theCompany shall not need to include all or some of thosematters prescribed by the Ministry of Justice Order instatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

Article 16 - Article 41 (Omitted)

Article 16 - Article 41 (Unchanged)(Supplementary Provisions)
Article 1 - Article 3 (Omitted)(Newly established)

Article 1 - Article 3 (Unchanged)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
Article 4
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the existing
Articles of Incorporation and the new establishment of
Article 15 (Measures, etc. for Providing Information inElectronic Format) of the Articles of Incorporation in
Proposed Changes shall take effect as of September 1,
2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the existing Articles ofIncorporation (Internet Disclosure and Deemed Provisionof Reference Documents for the General Meeting of
Shareholders, Etc.) shall remain effective regarding any
general meeting of shareholders held on a date within six
months from September 1, 2022.
3. These Supplementary Provision shall be deleted on thedate when six months have elapsed from September 1,
2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

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Proposal No. 3

Election of Three Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all three Directors (excluding Directors Who Are Audit and Supervisory Committee Members)
will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes the electionof three Directors. The Audit and Supervisory Committee discussed this proposal, and there were no objections.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Past experience and positions and assignments at the Company(Significant concurrent positions outside the Company)
Mar. 1985

1

Takahiro Arimoto(September 9, 1961)

Apr. 1990
June 2015
Apr. 2006
Nov. 2013
June 2015
Apr. 2017

Apr. 2019
2

Mayuki Fujie(June 28, 1980)

June 2019

July 2020

Apr. 2021

Apr. 2022
Feb. 2010
Sept. 2013
Apr. 2015

3

Taku Yamamoto(June 11, 1984)

Apr. 2019
Apr. 2020
June 2020
Apr. 2022

Notes:

Joined Recruit Co., Ltd. (currently Recruit
Holdings Co., Ltd.)Founded the Company; became Representative
Director
President and Representative Director (current
position)
Joined the Company
Executive Officer, Manager of the Corporate
Administration OfficeDirector, Manager of the Corporate
Administration Department of the Company
Director, General Manager of the Corporate
Administration Headquarters & Manager of the
Corporate Planning Group
Director, General Manager of the Corporate
Administration Headquarters & Manager of the
Corporate Planning Office
Managing Director, General Manager of the
Corporate Administration Headquarters &Manager of the Corporate Planning Office
Managing Director, General Manager of theMedia Business Headquarters & Manager of
the Corporate Planning Office
Managing Director, General Manager of theMedia Business Department & Manager of the
Corporate Planning Office
Managing Director, Business Supervisory
Headquarters (current position)
Joined AZSA & Co. (currently KPMG AZSA &Co.)Joined the Company
Accounting and Finance Unit Manager of the
Corporate Administration Department
Administrative Group Manager of the
Corporate Administration Headquarters
General Manager of the Corporate
Administration Headquarters
Director, Manager of the Corporate
Administration Department
Director, Corporate Administration
Headquarters (current position)

Number of theCompany’s shares
owned

7,029,700 shares

11,900 shares

5,564 shares

1. There is no special interest between any of the candidates and the Company.
2. Reasons for nomination of each candidate as Director
Takahiro Arimoto is the founder of the Company. He has contributed to the development of the entire Company as
Representative Director since its establishment. We have determined that he would appropriately perform his duties as
Director of the Company and nominated him as a candidate for Director.

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Mayuki Fujie was appointed to the position of Director of the Company in June 2015. He has driven the growth of theCompany’s media business as Manager of the Media Business and has accumulated a record of contributing, etc., to the
execution of corporate planning, etc., for the entire Company as Manager of the Corporate Planning Office. We havedetermined that he would continue to appropriately perform his duties as Director and nominated him as a candidate for
Director.
Taku Yamamoto was appointed to the position of Director of the Company in June 2020. He has contributed to theCompany’s share listing as a certified public accountant. Since then, he has accumulated a record of performance in all
aspects of administrative operations as Manager of the Administration Department. We have determined that he would
continue to appropriately perform his duties as Director and nominated him as a candidate for Director.
3. The Company has entered into a directors and officers liability insurance policy prescribed in Article 430-3, paragraph (1)of the Companies Act with insurance companies. An overview of the content of said insurance policy is as stated in “(3)Overview of Content of Directors and Officers Liability Insurance Policy, Etc.” under “4. Status of Company Officers” inthe Business Report. If the election of the Director candidates is approved, they will be included among the insured in thepolicy.
In addition, the Company plans to renew the policy with the same terms upon its next renewal.

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Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this General Meeting of Shareholders. Therefore, the Company proposes the election of three Directors
who are Audit and Supervisory Committee Members.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Past experience and positions and assignments at the Company(Significant concurrent positions outside the Company)
Apr. 1977
Nov. 1990
June 1999

June 2001

1

Masanori Sugawara(December 2, 1953)

June 2003

Oct. 2007
Feb. 2011
June 2015
June 2016

May 2017
Apr. 1977
June 2003

Mar. 20092

Yoshimitsu Oura
(July 8, 1954)

Apr. 2013
Aug. 2014
May 2015
June 2015
Jan. 2016
June 2016

Sept. 2017

Joined Hoya Crystal Corporation (currently
HOYA Corporation)
Controller of the Crystal Division at the New
York Branch of HOYA Corporation
Director, General Manager of the administrative
department of HOYA Crystal Shop Corporation(currently HOYA Corporation)
Full-time Corporate Auditor of HOYA Crystal
Corporation (currently HOYA Corporation)
Audit Committee Secretariat Staff Member &RMS Audit Group Leader of the Audit
Department of HOYA Corporation
General Manager, Internal Audit Office
Department of Altech Co., Ltd.
Full-time Auditor of Altech Co., Ltd.
Full-time Corporate Auditor of the Company
Outside Director (Full-time Audit andSupervisory Committee Member) (current
position)
Audit & Supervisory Board Member of
FREUND Corporation
Joined Nomura Securities Co., Ltd.
Executive Managing Director of Nomura
Securities Co., Ltd. & Senior Managing
Director of Nomura Holdings, Inc.
Managing Corporate Officer of JAFCO Co.,
Ltd. (currently JAFCO Group Co., Ltd.)
Senior Managing Director of JAFCO Co., Ltd.
Representative Director of With Value Co., Ltd.
(current position)
Outside Director of Arbeit-Times Co., Ltd.
Corporate Auditor of the Company
Outside Director of Park24 Co., Ltd. (current
position)
Outside Director (Audit and Supervisory
Committee Member) of the Company (current
position)
Outside Director of CANDEAL Co., Ltd.
(current position)-8-

Number of theCompany’s shares
owned

6,000 shares

6,000 shares

Candidate
No.

Name
(Date of birth)

Past experience and positions and assignments at the Company(Significant concurrent positions outside the Company)
Apr. 2000
Mar. 2003

3

Hidetaka Sakamoto(July 24, 1973)

June 2008
June 2015
June 2016
May 2020
Oct. 2020

Notes:

Joined Kitahama Central Law Office
Established Mercury General Law Firm
(currently Mercury General Legal Professional
Corporation) (current position)
Corporate Auditor of Sei Crest Co., Ltd.
Corporate Auditor of the Company
Outside Director (Audit and Supervisory
Committee Member) (current position)
Outside Director of Anaphith Co., Ltd. (current
position)
Corporate Auditor of TRYT, Inc. (current
position)
Corporate Auditor of TRYT Career, Inc.
(current position)
Corporate Auditor of TRYT Engineering, Inc.
(current position)

Number of theCompany’s shares
owned

6,000 shares

1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into an agreement with Masanori Sugawara, Yoshimitsu Oura, and Hidetaka Sakamoto,pursuant to Article 427, paragraph (1) of the Companies Act, to limit their liability for damages as provided in Article 423,
paragraph (1) of the same act. The maximum amount of liability for damages under the agreement is the minimum liability
amount stipulated in Article 425, paragraph (1) of the Companies Act. If Masanori Sugawara, Yoshimitsu Oura, andHidetaka Sakamoto are reappointed, the Company plans to continue the liability limitation agreement.
3. Masanori Sugawara, Yoshimitsu Oura, and Hidetaka Sakamoto are candidates for outside Director.
4. Reasons for nomination as candidates for outside Director and overview of expected roles
We have nominated Masanori Sugawara as a candidate for outside Director. This is because he has many years ofexperience in administrative operations including accounting and finance at publicly traded companies. He also has
extensive experience in internal auditing duties and auditing duties as an auditor. Leveraging this knowledge, we expectthat he will provide oversight and advice, etc., for the execution of Directors’ duties relating to all aspects of governanceof the Company, so we have nominated him as a candidate for Director who is an Audit and Supervisory Committee
Member.
We have nominated Yoshimitsu Oura as a candidate for outside Director. This is because he has knowledge and experience
gained through his involvement in overall corporate management as an executive officer and director of publicly traded
companies. Leveraging this knowledge, we expect that he will provide oversight and advice, etc., for the execution of
Directors’ duties from a broad and objective standpoint, focusing on investment and finance, so we have nominated him
as a candidate for Director who is an Audit and Supervisory Committee Member.
We have nominated Hidetaka Sakamoto as a candidate for outside Director. This is because he has expert knowledge andextensive experience as a lawyer. Leveraging this knowledge, we expect that he will provide oversight and advice, etc.,
for the execution of Directors’ duties primarily from a legal perspective, so we have nominated him as a candidate for
Director who is an Audit and Supervisory Committee Member.
5. Masanori Sugawara, Yoshimitsu Oura, and Hidetaka Sakamoto will have served as outside Directors who are Audit andSupervisory Committee Members for six years at the conclusion of this General Meeting of Shareholders.
6. The Company has submitted notification to the Tokyo Stock Exchange that all outside Directors have been designated as
independent officers as provided for by the exchange.
7. The Company has entered into a directors and officers liability insurance policy prescribed in Article 430-3, paragraph (1)of the Companies Act with insurance companies. An overview of the content of said insurance policy is as stated in “(3)Overview of Content of Directors and Officers Liability Insurance Policy, Etc.” under “4. Status of Company Officers” in-9-the Business Report. If the election of the candidates for Directors who are Audit and Supervisory Committee Members
is approved, they will be included among the insured in the policy.
In addition, the Company plans to renew the policy with the same terms upon its next renewal.

Reference: Skill Matrix of the Board of Directors and Audit and Supervisory Committee
Composition of the Board of Directors and Audit and Supervisory Committee and highly specialized areas are as follows if
Proposal No. 3 and Proposal No. 4 are adopted.

Name

PositionIndependent
Corporate Planning Investment
Accounting
outsidemanagement strategy
finance
officerPresident and
Takahiro Arimoto Representative
Director

—

◎

〇

〇

〇

〇

◎

〇

〇

Legal
affairs

Riskmanagement

Mayuki Fujie

Managing
Director—

Taku Yamamoto

Director

—

〇

◎

〇

〇

Masanori
Sugawara

Director Audit
and Supervisory
Committee
Member

●

〇

◎

〇

〇

Director Audit
and Supervisory
Yoshimitsu Oura
Committee
Member●◎〇Director Audit
and Supervisory
Committee
Member

●

〇

〇

◎

〇

Hidetaka
Sakamoto〇〇◎: Indicates a primary skill.
〇: Indicates a secondary skill.
* Maximum of four per person.
* The above list does not represent all the knowledge and experience of each individual.

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