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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Security Code 9739)
June 6, 2024
(Date of commencement of electronic provision measures: May 30, 2024)
To Shareholders:
Shoji Tada
President and Representative Director
NSW Inc.
31-11, Sakuragaoka-cho, Shibuya-ku, TokyoNOTICE OF
THE 58th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 58th Annual General Meeting of Shareholders (the “Meeting”) of NSW
Inc. (the “Company”) will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following respective websites. Please access either of the following
websites to review the information.
The Company’s website: https://www.nsw.co.jp/ir/finance/fi_soukai.html
Tokyo Stock Exchange (TSE) website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please enter the issue name “NSW” or our securities code “9739” and click on “Search,” then “Basic
information,” and select “Documents for public inspection/PR information.”
Instead of attending the meeting in person, you can exercise your voting rights in advance in writing or via
the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders included inmatters subject to the electronic provision measures and exercise your voting rights no later than 5:00 p.m. on
Friday, June 21, 2024, Japan time.
Monday, June 24, 2024 at 10:00 a.m. Japan time
1. Date and Time:(Reception starts at 9:30 a.m.)
AOYAMA GRAND HALL
2. Place:
3F, 2-14-4 Kita-Aoyama, Minato-ku, Tokyo
3. Meeting Agenda:
Matters to be reported: The Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements for the Company’s 58th Fiscal Year (April 1, 2023 - March
31, 2024) and results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:
Proposal 1:
Election of 5 Directors (excluding Directors who are Audit & Supervisory
Committee Members)
Proposal 2:
Election of 4 Director who is Audit & Supervisory Committee Member~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~



When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Please also bring this letter of convocation to the meeting with you to save resources.
If any amendments are made to matters subject to the electronic provision measures, such amendments
will be posted on the respective websites where the matters are posted.

-1-



For this Annual General Meeting of Shareholders, the Company will send paper copies of the matterssubject to electronic provision measures to all shareholders regardless of whether or not they made arequest for delivery of documents. Among the matters subject to electronic provision measures, thefollowing matters will not be provided in the paper copy to shareholders in accordance with theprovisions of laws and regulations of Incorporation of the Company. The documents subject to audit
including the following statements have been audited by the Audit & Supervisory Committee andAccounting Auditors.
Consolidated Statements of Changes in Equity

Notes to Consolidated Financial Statements

Non-Consolidated Statements of Changes in Equity

Notes to Non-consolidated Financial Statements”-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of 5 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

The terms of office of all 4 Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of the Meeting. The Company has decided to increase the number of
Outside Directors by 1 for enhancement of the function to supervise management. Accordingly, we propose
the election of 5 Directors (excluding Directors who are Audit & Supervisory Committee Members).
The Company has established a voluntary Nomination and Remuneration Committee, composed of amajority of Independent Outside Directors, with the aim of further enhancing the objectivity and transparencyof directors' nomination and remuneration functions. The selection of Director candidates is determined after
deliberation and recommendation by this committee.
With respect to the submission of this Proposal, the Audit & Supervisory Committee has judged that eachof the candidates is appropriate for the post of the Company’s Director.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are
as follows:
List of candidatesNo.

1[Re-election]

GenderName

Current positions

Attendanceat theBoard ofDirectors
meetings

Male

Shoji Tada

President andRepresentative Director

6/72[Re-election]

Male

Noriyuki Abe

3[Re-election]

Male

Yuzuru Suka

4

[Re-election]

Male

Daisuke Takemura

5[Newly Nominated][Outside Director][Independent Director]

FemaleIkuko Shimogawara-3-

Executive Vice
President Corporate
Officer and Member ofthe Board
Executive Vice
President Corporate
Officer and Member ofthe Board
Senior Executive
Corporate Officer andMember of the Board
–

7/7

7/7

7/7

–

No.

1

2

Name
(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

September 2002 President and Representative Director, NSW SALES CO., LTD.
(presently, NSS Inc.) (Resigned from the office in March 2009)
June 2004
Member of the Board, the Company
June 2006
Executive Managing Director
April 2007
Member of the Board
April 2008
President and Representative Director
Shoji Tada
April 2009
Executive Vice President Corporate Officer and Member of the(May 14, 1969)
317,620
Board
April 2013
President and Representative Director (to present)[Re-election]
November 2015 President and Representative Director, NSW Techno Services
CO., LTD. (presently, NSS Inc.) (Resigned from the office inMarch 2016)[Significant concurrent positions]
Senior Executive Managing Director, Nakaya Co., Ltd.
President and Representative Director, Tada Corporation.
[Reason for nomination]
Mr. Shoji Tada has served as Representative Director of the Company’s subsidiaries and the Company’s Representative
Director, demonstrating strong leadership in developing the Group. The Company nominates him as he has accumulated
abundant experience and has extensive knowledge in overall management, and it was judged that his continued direction of
the management would be optimal for the Company.
Joined the Company
April 1987
Corporate Officer
April 2017
Deputy Executive General Manager, Product Solutions Group
Executive Corporate Officer
April 2018
Executive General Manager, Product Solutions Group
Chairman, NSW China Co., Ltd. (Resigned from the office in
October
2019
Noriyuki Abe
March 2023)(March 5, 1965)
4,300
Executive Corporate Officer and Member of the Board, theJune 2020
Company[Re-election]
In charge of IT Solutions Group
Senior Executive Corporate Officer and Member of the Board
April 2022
Executive General Manager, Device Solutions Group (to present)
In charge of Embedded Solutions Group (to present)
Executive Vice President Corporate Officer and Member of theApril 2024
Board (to present)[Reason for nomination]
Mr. Noriyuki Abe assumed the position of Member of the Board in June 2020 and has experience and a track record in overallbusinesses of the Company. He has demonstrated his strong leadership in the device solutions business, which provides designand development of hardware systems as well as LSIs for large-scale systems. He also has abundant experience and a trackrecord in the embedded solutions business that develops products utilizing embedded technologies. The Company nominates
him as a candidate for the Company’s Director as it was judged that he would be well qualified for the position.

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
Joined The Fuji Bank, Limited (presently, Mizuho Bank, Ltd.)(Resigned from the bank in July 2018)
General Manager, Legal & Compliance Department, Mizuho
January 2015
Information & Research Institute, Inc. (presently, Mizuho
Research & Technologies, Ltd.)
December 2017 Seconded to the Company
August 2018
Corporate Officer
General Manager, General Affairs & Human Resources
Department
Executive Corporate Officer and Member of the Board
June 2019
General Manager, General Affairs & Human Resources
Department, in charge of Planning Department and General
Accounting Department
Executive General Manager, Corporate Division
April 2020
President and Representative Director, NSW WITH CO., LTD.
(presently, NSA Inc.) (to present)
Senior Executive Corporate Officer and Member of the Board, theApril 2022
Company
Executive General Manager, Corporate Services Division (topresent)
Executive Vice President Corporate Officer and Member of theApril 2024
Board (to present)[Significant concurrent position]

Number ofshares of theCompany held

April 1987

Yuzuru Suka
(July 28, 1963)[Re-election]
3

1,400

President and Representative Director, NSA Inc.

4

[Reason for nomination]
Mr. Yuzuru Suka assumed the position of Member of the Board in June 2019. He has demonstrated his strong leadership in
the Corporate Services Division as an administrative division of the Company. The Company nominates him as a candidate
for the Company’s Director as it was judged that he would be well qualified for the position based on his extensive knowledge
in corporate management, finance, accounting and risk management accumulated through his prior experiences.
Joined K.K. Digital Headquarters (Resigned from the company in
May 2000
August 2001)
December 2001 Joined the Company
Corporate Officer
April 2018
Deputy Executive General Manager, Services Solutions Group andDaisuke Takemura
General Manager, Business Innovation Division(December 26, 1977)
Executive Corporate Officer
June 2019
2,400
Executive General Manager, Services Solutions Group (to present)[Re-election]
Corporate Officer and Member of the Board
June 2020
Executive Corporate Officer and Member of the Board
April 2022
In charge of Enterprise Solutions Group (to present)
Senior Executive Corporate Officer and Member of the Board (toApril 2024
present)[Reason for nomination]
Mr. Daisuke Takemura assumed the position of Member of the Board in June 2020. He has demonstrated his strong leadershipin the services solutions business that provides services such as IoT and AI services, which are technologies supporting DX,
and comprehensive management services via the Company’s own data center. He also has abundant experience and a trackrecord in the enterprise solutions business that provides development, construction and operation of systems for various
industries. The Company nominates him as a candidate for the Company’s Director as it was judged that he would be wellqualified for the position.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities

Joined Toshiba Corporation(Resigned from the company in March 2022)
Ikuko Shimogawara
General Manager, Intellectual Property Office, Corporate
April 2017
(September 21, 1964)
Technology Planning DivisionCorporate Officer
April 2021
[Newly nominated] April 2022
Director, Toshiba Electronic Devices & Storage Corporation[Outside Director]
President, Japan Intellectual Property Association (to present)
May 2023[Independent Director]
Expert, Storage Products Division, Toshiba Electronic Devices &October 2023
Storage Corporation (to present)[Reason for nomination and expected roles as a candidate for Outside Director]

Number ofshares of theCompany held

April 1987

5–

Ms. Ikuko Shimogawara has served as a director and a member of various committees established by the
Ministry of Economy, Trade and Industry, the Japan Patent Office and other ministries and their relatedorganizations in the field of intellectual property. The Company nominates her as a candidate for theCompany’s Outside Director as she has extensive knowledge in the device and storage fields as well as
experience in corporate management, expecting that the Company‘s management may benefit from her advice
based on her broad perspective from a standpoint independent of the business executives of the Company(Notes) 1. Mr. Shoji Tada is concurrently serving as Senior Executive Managing Director of Nakaya Co., Ltd., with which theCompany has a transactional relationship including real estate leasing.
2. There are no special interests between the candidates except Mr. Shoji Tada and the Company.
3. Ms. Ikuko Shimogawara is a candidate for Outside Director and if she is elected as originally proposed, the Company
plans to register her with Tokyo Stock Exchange as Independent Director prescribed by the exchange.
4. If Ms. Ikuko Shimogawara as a candidate for Outside Director is elected as originally proposed, the Company will enter
into agreement with her to limit her liability prescribed in Article 423, Paragraph 1 of the Companies Act, pursuant to
Article 427, Paragraph 1 of the said Act and the Articles of Incorporation of the Company. The maximum amount ofliability under the agreement will be the minimum liability amount set forth by Article 425, Paragraph 1 of the said Act.
5. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages and litigation expenses in the event thata claim for damages is made against the insured due to an execution of their duties. However, there are certain exemptions
from liability, such as in case of an intentional act, providing illegal private benefits, or a criminal act. Mr. Shoji Tada,
Mr. Noriyuki Abe, Mr. Yuzuru Suka, and Mr. Daisuke Takemura, candidates for Directors, have been already insured
under the insurance agreement, and if their reelection is approved, they will become insured under the same agreement.
In addition, if Ms. Ikuko Shimogawara, a new candidate, is elected as originally proposed, she will be included into theinsured under the insurance agreement. The Company plans to renew the insurance policy with the same contents at thetime of renewal.

-6-Proposal 2:

Election of 4 Directors who are Audit & Supervisory Committee Member

The terms of office of all 4 Directors who are Audit & Supervisory Committee Members will expire at theconclusion of the Meeting. Accordingly, we propose the election of 4 Directors who are Audit & Supervisory
Committee Members.
The Company has established a voluntary Nomination and Remuneration Committee, composed of amajority of Independent Outside Directors, with the aim of further enhancing the objectivity and transparencyof directors' nomination and remuneration functions. The selection of Director candidates is determined after
deliberation and recommendation by this committee.
The submission of this Proposal has been approved by the Audit & Supervisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
List of candidates
No.

GenderName

1[Re-election]

Male

Shigeru Sano2

[Re-election][Outside Director][Independent Director]

Male

Masayuki Masui

3[Re-election][Outside Director][Independent Director]

FemaleNaoko Ishii

4[Re-election][Outside Director][Independent Director]

FemaleMiyuki
Yamaguchi-7-

Current positions
Member of the Board, Audit& Supervisory Committee
MemberMember of the Board, Audit& Supervisory Committee
MemberMember of the Board, Audit& Supervisory Committee
MemberMember of the Board, Audit& Supervisory Committee
MemberAttendance at themeetings
Board ofDirectors

A&S
Committee

7/7

7/7

7/7

7/7

7/7

7/7

5/5

5/5

(after assuming theoffice of Director)

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1982
October 2003

Shigeru Sano
(October 25, 1959)[Re-election]

July 2005
April 2010

June 2015

1
July 2021
June 2022

2

Joined NEC Corporation (Resigned from the company in
October 2015)
General Manager, Corporate Controller Division Administrator
Department
Senior Vice President, NEC (China) Co., Ltd.
Executive General Manager, Corporate Planning Management
Unit and Accounting Division, NEC Nexsolutions, Ltd.
Corporate Auditor, NEC Business Processing, Ltd. (presently,
NEC VALWAY, Ltd.)
Audit & Supervisory Board Member, NEC Solution Innovators,
Ltd. (Resigned from the company in June 2021)
Joined the Company
General Manager, Internal Auditing OfficeMember of the Board, Audit & Supervisory Committee Member(to present)

Number ofshares of theCompany held

600

[Reason for nomination]
Mr. Shigeru Sano has extensive knowledge in corporate management, finance and accounting accumulated throughoperational experience in his past career. He has also broad knowledge of this industry based on his years of experience andtrack record, as well as ability to audit appropriately based on his work experience as an auditor. The Company nominates
him as a candidate for Director who is Audit & Supervisory Committee Member as it was judged that he would be wellqualified for the position.
Joined Mitsubishi Petrochemical Co., Ltd. (presently Mitsubishi
April 1972
Chemical Corporation)
Transferred to Ryoka Systems Inc. (presently Mitsubishi
April 2004
Chemicals Systems, Inc.) (Resigned from the company in March2015)
Senior Manager, Sales Division 3, Sales Group
Masayuki Masui
April 2005
Executive Officer, Deputy Chief Operation Officer, Sales Division(February 4, 1954) April 2011
Joined TOKAI CARBON CO., LTD. (Resigned from the
March 2015
company in March 2021)[Re-election]–
Senior General Manager[Outside Director]
General Manager, Information System Department, Corporate[Independent
Administration Division
Director]
AdvisorMarch 2016
General Manager, Information System Department
Information System Department
March 2019
Member of the Board, Audit & Supervisory Committee Member,June 2019
the Company (to present)[Reason for nomination and expected roles as a candidate for Outside Director]
The Company nominates Mr. Masayuki Masui as a candidate for Director who is Audit & Supervisory Committee Member(Outside Director) as he has been utilizing his extensive experience and broad insight, which was gained through his career
including experience in corporate management in this industry, in the supervision of management, as well as due to his
standpoint independent from the business executives of the Company.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

Registered as an Attorney at Law (Daini Tokyo Bar Association)
Joined Sakaeda Law Office (Resigned from the firm in April
Naoko Ishii
2016)(January 11, 1978) October 2015
Auditor, The Open University of Japan (part-time) (Resigned
from the office in September 2021)[Re-election]–
Joined ENISHI Law Office
May 2016
Partner (Resigned from the firm in September 2018)[Outside Director]
Joined Sakuradori Law Office
October 2018
[Independent
Partner (to present)
Director]
Member of the Board, Audit & Supervisory Committee Member,June 2020
the Company (to present)[Significant concurrent positions]
Partner, Sakuradori Law Office[Reason for nomination and expected roles as a candidate for Outside Director]
Although Ms. Naoko Ishii does not have experience in corporate management other than through being an outside officer,
she has an ability to see things from an objective perspective taking into account corporate society as a whole includinglaws and regulations based on her expertise and experience as a lawyer. The Company nominates her as a candidate for
Director who is Audit & Supervisory Committee Member (Outside Director),expecting that the Company may continue tobenefit from her expertise and experience, in supervision of management, as well as due to her standpoint independent fromthe business executives of the Company.
Joined Century Audit Corporation (presently, KPMG AZSA LLC)
October 1996
(Resigned from the office in March 1998)
Joined KOYANO C.P.A. OFFICE (to present)
April 1998
Registered as a certified public accountant
Miyuki Yamaguchi April 2001
Registered as a certified public tax accountant(September 15, 1973) May 2016
Partner, KOYANO TAX ACCOUNTANTS CORPORATION (toJanuary 2017present)[Re-election]–
Auditor, Shurei-kai Association (part-time) (to present)
July 2020[Outside Director]
Member of the Board, Audit & Supervisory Committee Member,June 2023[Independent
the Company (to present)
Director][Significant concurrent positions]
Partner, KOYANO TAX ACCOUNTANTS CORPORATION
Auditor, Shurei-kai Association (part-time)
October 2004
October 2004

3

4

[Reason for nomination and expected roles as a candidate for Outside Director]
Although Ms. Miyuki Yamaguchi does not have experience in corporate management other than through being an outside
officer, she has expertise as a certified public accountant and experience gained through such career. The Company
nominates her as a candidate for Director who is Audit & Supervisory Committee Member (Outside Director), expectingthat the Company may continue to benefit from her expertise and experience, in supervision of management, as well as dueto her standpoint independent from the business executives of the Company.

(Notes)
1.
2.
3.

4.

5.

6.

Mr. Masayuki Masui, Ms. Naoko Ishii, and Ms. Miyuki Yamaguchi are candidates for Members of the Board (Outside
Directors)
There are no special interests between each candidate and the Company.
Mr. Masayuki Masui is Member of the Board, Audit & Supervisory Committee Member (Outside Director) at present.
His term of office is 5 years at the conclusion of the Meeting. He has been registered as Independent Director prescribedby Tokyo Stock Exchange. If his reelection is approved, he is to continue serving as Independent Director.
Ms. Naoko Ishii is Member of the Board, Audit & Supervisory Committee Member (Outside Director) at present. Her
term of office is 4 years at the conclusion of the Meeting. She has been registered as Independent Director prescribed by
Tokyo Stock Exchange. If her reelection is approved, she is to continue serving as Independent Director.
Ms. Miyuki Yamaguchi is Member of the Board, Audit & Supervisory Committee Member (Outside Director) at present.
Her term of office is 1 year at the conclusion of the Meeting. She has been registered as Independent Director prescribedby Tokyo Stock Exchange. If her reelection is approved, she is to continue serving as Independent Director.
Mr. Masayuki Masui, Ms. Naoko Ishii, and Ms. Miyuki Yamaguchi have entered into agreements with the Company tolimit their liability prescribed in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 ofthe said Act and the Articles of Incorporation of the Company. The maximum amount of liability under the agreement is
the minimum liability amount set forth by Article 425, Paragraph 1 of the said Act. If their reelection is approved, the

-9-

7.

Company will continue these liability limitation agreements with them.
The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages and litigation expenses in the event thata claim for damages is made against the insured due to an execution of their duties. However, there are certain exemptions
from liability, such as in case of an intentional act, providing illegal private benefits, or a criminal act. Mr. Shigeru Sano,
Mr. Masayuki Masui, Ms. Naoko Ishii, and Ms. Miyuki Yamaguchi, candidates for Directors who are Audit &Supervisory Committee Members, have been already insured under the insurance agreement, and if their reelection isapproved, they will become insured under the same agreement.

- 10 -

<Reference> Composition and Skills Matrix of the Board of Directors after the Election

Name

Positions(planned)

Shoji Tada

President andRepresentative
Director

Noriyuki Abe

Yuzuru Suka

Daisuke
Takemura

Member of the
Board(Outside
Director)

Shigeru Sano

Member of theBoard, Audit& Supervisory
Committee
MemberNaoko Ishii

Miyuki
Yamaguchi

Member of theBoard, Audit& Supervisory
Committee
Member(Outside
Director)
Member of theBoard, Audit& Supervisory
Committee
Member(Outside
Director)
Member of theBoard, Audit& Supervisory
Committee
Member(Outside
Director)

DX andTechnology○

Executive Vice
President
Corporate
Officer andMember of the
Board
Executive Vice
President
Corporate
Officer andMember of the
Board
SeniorExecutive
Corporate
Officer andMember of the
Board

Ikuko
Shimogawara

Masayuki
Masui

Independence

Corporate
Management
andManagement
Strategy○

FinanceandAccounting

○
○
○

○

Legal Affairs
and RiskManagement

○

○

○

Sales andMarketing

○

○
○

○

○

○

○

○

○

○

○

○

○

○
○

○

○

GlobalExperience

○

○

○

Industry
Knowledge

○

○

○

○

○

End

- 11 -