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
Date of sending by postal mail: June 7, 2024
Start date of measures for electronic provision: May 31, 2024
To our shareholders:
Takahiro Arimoto,
Representative Director, Chairman and CEO
Matching Service Japan Co., Ltd.
2-10-2 Fujimi, Chiyodaku, TokyoNOTICE OF CONVOCATION FOR THE 34TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We would like to express our sincere gratitude for your continued support.
We are pleased to announce the 34th Annual General Meeting of Shareholders of Matching Service Japan Co., Ltd.
(the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of the Reference Documents for the General Meeting of
Shareholders, etc. (matters subject to measures for electronic provision). This information is posted on each of thefollowing websites, so please access either of those websites to confirm the information.
The Company’s website:
https://ir.jmsc.co.jp/stock/meeting.html (in Japanese)(Confirm by accessing the above website and viewing the NOTICE OF CONVOCATION FOR THE 34TH
ANNUAL SHAREHOLDERS MEETING.)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Matching Service Japan” in “Issue name(company name)” or the Company’s securities code “6539” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)In order to exercise your voting rights in advance, at your convenience, please review the Reference Documents
for the General Meeting of Shareholders, and indicate your approval or disapproval of the proposals on the
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 Monday, June 24, 2024 (JST).

-1-1. Date and Time

Tuesday, June 25, 2024 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 34th
Fiscal Year (April 1, 2023 to March 31, 2024)2.

Non-consolidated Financial Statements for the 34th Fiscal Year (April 1, 2023 to March 31,
2024)

Matters to be resolved
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

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

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

4. Matters to Be Determined Upon Convocation (Information on Exercising Voting Rights)(1) If your approval or disapproval of the proposals is not indicated on the Voting Rights Exercise Form when
exercising your voting rights in writing (by mail), it will be deemed that approval was indicated.
(2) If you exercise your voting rights more than once over the Internet, your last vote will be deemed effective.
(3) If you exercise your voting rights both over the Internet and in writing (by mail), regardless of the date ofarrival, your vote over the Internet will be deemed effective.
(4) If exercising your voting rights by proxy, you may appoint one other shareholder with voting rights whowill attend the general meeting of shareholders. However, please be aware that you must submit in writing
your appointment of a proxy.
For information on how to exercise your voting rights, please see the “Information on Exercising Voting Rights”
on p. 3-4 (available in Japanese only).

If you plan to attend the meeting in person, please submit the Voting Rights Exercise Form to the receptionist at the venue. Notethat no complimentary gifts will be readied for shareholders who visit the venue.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the Company’s website and the TSE website mentioned above.
Paper-based documents stating the matters subject to measures for electronic provision are sent to shareholders who haverequested the delivery of paper-based documents, however those documents do not include the following matters in accordancewith the provisions of laws and regulations and Article 15, paragraph (2) of the Company’s Articles of Incorporation.
(i)“Notes to Consolidated Financial Statements” of the Consolidated Financial Statements(ii)“Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial Statements

Accordingly, the contents of the Consolidated Financial Statements and Non-consolidated Financial Statements included in thepaper-based documents are part of the documents audited by the accounting auditor in preparing the Accounting Audit Report
and the Audit and Supervisory Committee in preparing the Audit Report.

-2-

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. Taking into
consideration our future business development and other factors, we would like to declare a year-end dividend forthe 34th 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 ¥56 per common share of the Company.
In this event, the total dividends will be ¥1,399,780,480.
(iii) Effective date of dividends of surplus
The effective date of dividends will be June 26, 2024.

-3-

Proposal No. 2

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.
For this proposal, a resolution was made by the Board of Directors after consulting with the Nomination andRemuneration Committee, the majority of which are independent outside Directors, in order to ensure that Directors
are nominated in a fair and transparent manner. It was the opinion of the Audit and Supervisory Committee that all
candidates for Director are suitable.
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
Apr. 1990

1

Takahiro Arimoto(September 9, 1961)

June 2015
Apr. 2023
Feb. 2024
Apr. 2006
Nov. 2013
June 2015
Apr. 2017

Apr. 2019

2

Mayuki Fujie(June 28, 1980)

June 2019

July 2020

Apr. 2021

Apr. 2022
Apr. 2023
Feb. 2024

Joined Recruit Co., Ltd. (currently Recruit
Holdings Co., Ltd.)Founded the Company; became Representative
Director
President and Representative Director
Representative Director, Chairman and CEO(current position)
Director of FourQuarters Recruitment Pty.Ltd.
(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
Managing Director and COO (current position)
Director of FourQuarters Recruitment Pty.Ltd.
(current position)-4-

Number of theCompany’s sharesowned

6,143,600 shares

11,900 shares

Candidate
No.

Name
(Date of birth)

Past experience and positions and assignments at the Company(Significant concurrent positions outside the Company)
Feb. 2010
Sept. 2013
Apr. 2015
Apr. 20193

Taku Yamamoto(June 11, 1984)

Apr. 2020
June 2020
Apr. 2022
Apr. 2023
July 2023
Feb. 2024

Notes:

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
Director and CFOManaging Director and CFO (current position)
Director of FourQuarters Recruitment Pty.Ltd.
(current position)

Number of theCompany’s shares
owned

5,564 shares

1. There is no special interest between any of the candidates and the Company.
2. Reasons for nomination of each candidate for Director
Takahiro Arimoto is the founder of the Company. Based on his knowledge and experience in overall management as
Representative Director since the establishment of the Company, he has made decisions on important matters related to
management and contributed to the development of the entire Company. We have determined that he would continue toappropriately perform his duties as Director of the Company and nominated him as a candidate for Director.
Mayuki Fujie has served as General Manager of the Corporate Administration Headquarters and General Manager of theBusiness Supervisory Headquarters since being appointed to the position of Director of the Company in June 2015.
Currently, he is accumulating a record as a driving force leading growth of the Company’s overall business. 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. As a certified public accountant,
he has specialized knowledge, and accumulated a record in business administration, finance, corporate governance andother areas as General Manager of the Corporate Administration Headquarters. 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 (available in Japanese only). If the election of the candidates for Director 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.

-5-Proposal No. 3

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
June 2003

Mar. 2009
Apr. 2013
Aug. 2014
1

Yoshimitsu Oura
(July 8, 1954)

May 2015
June 2015
Jan. 2016
June 2016

Sept. 2017
Apr. 2000
Mar. 2003

June 2008
June 2015
June 2016

2

Hidetaka Sakamoto(July 24, 1973)

May 2020
Oct. 2020

Apr. 2024

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)
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) of the Company (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)
Corporate Auditor of CERA Inc. (current
position)-6-

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. 1994
June 2004
Oct. 2008
May 2012
July 2014

May 2016

3*
Ikuko Wada
(July 17, 1971)

Sep. 2018
June 2020
June 2020
July 2020

July 2020
July 2020
Nov. 2023
Notes:

Number of theCompany’s shares
ownedJoined KINREI CORPORATION
Joined Aqua Clara, inc.
Joined Fractalist inc. (currently UNITED, Inc.)
Joined FreeBit Co., Ltd.
General Manager of Group Management
Administration Headquarters of FreeBit Co.,
Ltd.
Executive Officer of FreeBit Co., Ltd. (current
position)
Director of ALC PRESS INC.
Director of GIGAPRIZE Co., Ltd. (current
position)
Director of FreeBit EPARK Health Care, Inc.
(currently Kusurinomadoguchi, Inc.)
General Manager of Group Management
Planning Headquarters of FreeBit Co., Ltd.
(current position)
Director of Full Speed Inc. (current position)
Director of FreeBit Co., Ltd. (current position)
Outside Director of Media Kobo, Inc. (current
position)- shares

1. New candidates are indicated by an asterisk (*).
2. There is no special interest between any of the candidates and the Company.
3. The Company has entered into an agreement with 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 thesame 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 Yoshimitsu Oura and Hidetaka Sakamoto are reappointed, theCompany plans to continue the liability limitation agreement. Also, if the election of Ikuko Wada is approved, theCompany plans to continue the liability limitation agreement with the same contents.
4. Yoshimitsu Oura, Hidetaka Sakamoto, and Ikuko Wada are candidates for outside Director.
5. Reasons for nomination as candidates for outside Director and overview of expected roles
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.
We have nominated Ikuko Wada as a candidate for outside Director. This is because she has experience being in charge ofenhancing information management systems, human resource development, and business strategy promotion atadministrative planning departments, IR departments, human resource departments, legal affairs departments, andfinance/accounting departments at publicly traded companies. Leveraging this knowledge, we expect that she will provide
oversight and advice, etc., for the execution of Directors’ duties relating to all aspects of governance of the Company, so
we have nominated her as a candidate for Director who is an Audit and Supervisory Committee Member.
6. Yoshimitsu Oura and Hidetaka Sakamoto will have served as outside Directors who are Audit and Supervisory Committee
Members for eight years at the conclusion of this General Meeting of Shareholders.
7. The Company has submitted notification to the Tokyo Stock Exchange that Yoshimitsu Oura and Hidetaka Sakamoto havebeen designated as independent officers as provided for by the exchange. If Yoshimitsu Oura and Hidetaka Sakamoto are-7-reappointed, the Company plans to continue designating them as independent officers. Ikuko Wada meets the requirements
as an independent officer as provided for by the Tokyo Stock Exchange. Therefore, if she is approved, the Company plans
to designate her as an independent officer.
8. 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- 10 - 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.

-8-Reference: Skill Matrix of the Board of Directors and Audit and Supervisory Committee after this Annual General
Meeting of Shareholders (scheduled)
Independent
Corporate Planningoutsidemanagement strategy
officer

Name

Position

Takahiro
ArimotoRepresentative
Director,
Chairman and CEO—

Mayuki
Fujie

Managing Director
and COO—

Taku
Yamamoto

Managing Director
and CFO—〇〇

Investment
Accounting
finance

〇

〇

〇

〇

〇

Director
Audit and
Yoshimitsu〇〇●
Supervisory
Oura
Committee
MemberDirector
Audit andHidetaka〇●
Supervisory
Sakamoto
Committee
MemberDirector
Audit and〇●Supervisory
Ikuko Wada
Committee
Member: 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.

-9-

Legal
affairs

Riskmanagement

〇

〇

〇

〇

〇

〇

〇