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

Securities identification code: 1973
June 1, 2017
To our shareholders:
Masao Wada
President
NEC Networks & System Integration Corporation
2-6-1, Koraku, Bunkyo-ku, Tokyo, JapanNOTICE OF THE 85th ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 85th Ordinary General Meeting of Shareholders of NEC Networks &System Integration Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or via
the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:15 p.m., Thursday, June 22, 2017 (Japan Standard Time).

Meeting Outline

1. Date and Time: Friday, June 23, 2017 at 10:00 a.m. (Japan Standard Time)(Reception will begin at 9:00 a.m.)
2. Venue:

Bellesalle Iidabashi First
B1F, Iidabashi First Tower
2-6-1, Koraku, Bunkyo-ku, Tokyo, Japan

3. Agenda:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 85th Term (from April 1, 2016 to
March 31, 2017), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors2.

Non-consolidated Financial Statements for the 85th Term (from April 1, 2016 to March 31, 2017)

Items to be resolved:
Proposal 1:

Partial amendments to the Articles of Incorporation

Proposal 2:

Election of ten (10) Directors

Proposal 3:

Election of one (1) Corporate Auditor

Proposal 4:

Election of one (1) substitute Corporate Auditor

Any revisions that should be made to this document by Thursday, June 22, 2017 will be posted on the Company’s website(http://www.nesic.co.jp).

-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial amendments to the Articles of Incorporation

1. Reasons for the proposal
The Company will amend the Articles 27 and 28 of the current Articles of Incorporation, in preparation
for the shortage of the number of Corporate Auditors stipulated in laws and regulations, to establish newprovisions regarding substitute Corporate Auditors in order to determine the effective term of aresolution electing substitute Corporate Auditors and clarify the term of office when a substituteCorporate Auditor assumes office of Corporate Auditor.
2. Details of the amendments
Details of the amendments are as follows:(The underlined portions are the proposed amendments.)
Current Articles of Incorporation

Proposed amendments

CHAPTER V
AUDITORS AND THE BOARD OF AUDITORSCHAPTER V
AUDITORS AND THE BOARD OF AUDITORS(Election)(Election)
Article 27
Article 27(Unchanged)
A resolution electing Auditors shall be adopted by a majorityof votes of the shareholders present at a general meeting ofshareholders at which shareholders representing not less than
one-third of the voting rights of shareholders entitled toexercise their voting rights are present.
(Newly established)
2. The Company may elect substitute Auditors at a general
meeting of shareholders under Article 329, Paragraph 3 of
the Corporation Law, in preparation for the shortage ofthe number of Auditors stipulated in laws and regulations.
(Newly established)
3. The provisions in Paragraph 1 shall apply mutatis
mutandis to a resolution electing substitute Auditors.
(Newly established)
4. The effective term of a resolution electing a substitute
Auditor shall expire at the beginning of the ordinary
general meeting of shareholders held with respect to thelast business year ending within four (4) years following
the resolution.
(Term of Office)(Term of Office)
Article 28
Article 28(Unchanged)
The term of office of an Auditor shall expire at theconclusion of the ordinary general meeting of shareholders
held with respect to the last business year ending within four(4) years following his/her election.
(Newly established)
2. The term of office of a substitute Auditor who is electedunder Article 27, Paragraph 2 and takes office of Auditor
shall be the remaining term of the predecessor, provided,
however, that such term shall not exceed the conclusionof the ordinary general meeting of shareholders held withrespect to the last business year ending within four (4)years following his/her election as the substitute Auditor.

-2-

Proposal 2:

Election of ten (10) Directors

The terms of office of all nine (9) present Directors will expire at the conclusion of this General Meeting of
Shareholders. The Company proposes to elect ten (10) Directors, increasing the number of Directors by one(1) to further enhance the management system.
The candidates for Directors are as follows:
No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

Masao Wada
(August 31, 1953)

Apr. 2010

Associate Senior Vice President, Executive
General Manager, Social System Operations
Unit, NEC Corporation[Reelection]

Apr. 2012

Advisor to the Company

Years of service as Director: June 2012
5 years

1

President and Representative Director of theBoard of the Company (present position)

Number of theCompany’s
shares owned

3,000

Attendance at Board of
Directors meetings:
13/13 meetings[Reasons for selection as a candidate for Director]
Masao Wada possesses an abundance of experience and a track record of accomplishments in business
operations through fulfilling his duties in the area of social infrastructure over many years. Since becoming
President of the Company in 2012, as its top executive he has successfully taken the lead in achieving the
growth of its infrastructure business and service businesses that the Company aimed for. The Company
believes he will continue to share information with other Directors and contribute to decision making andstrengthening the effectiveness of supervisory functions of the Board of Directors. In light of these reasons, theCompany proposes his election as Director.

Yushi Ushijima(April 29, 1960)

Apr. 1984

Joined the Company

Apr. 2011

General Manager, Nakanihon Regional
Division of Regional Operations Unit of theCompany

Apr. 2013

Associate Senior Vice President, General
Manager of Higashinihon Regional Divisionof Marketing & Sales Development Unit of
the Company

Apr. 2014

Senior Executive Vice President, Q&A
Corporation

June 2014

Member of the Board of the Company(present position)
Associate Senior Vice President of theCompany[Reelection]
Years of service as Director:
3 years2

Attendance at Board of
Directors meetings:
13/13 meetings

3,000

Senior Executive Vice President and Memberof the Board, Q&A Corporation
Apr. 2015

President and CEO, Q&A Corporation(present position)[Reasons for selection as a candidate for Director]
Yushi Ushijima has accumulated an abundance of knowledge and experience in marketing and sales strategies
through performing his duties in the marketing and sales divisions of the Company, as well as on the businessenvironment and industries surrounding the Company from having served as General Manager of branchdivisions. He has served as Senior Executive Vice President of a subsidiary of the Company since 2014 andthen its President and CEO, through which he has acquired considerable knowledge and experience on business
management. The Company believes he will continue to contribute to further progress and development of theCompany’s businesses, such as to increasing the Group’s corporate value and coping with drastic changes inthe environment in Japan and overseas, by making use of his track record of accomplishments and experience.
In light of these reasons, the Company proposes his election as Director.

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No.

Name (Date of birth/othernotes)

Yoichi Sato
(August 9, 1957)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2008

General Manager, Kansai Branch Division,
NEC Corporation

Apr. 2012

Senior Vice President of the Company(present position)
Assistant Executive General Manager,
Marketing & Sales Development Unit of theCompany[Reelection]
Years of service as Director:
June 2012
5 years3

Attendance at Board of
Directors meetings:
12/13 meetings

June 2013

Member of the Board of the Company(present position)

Number of theCompany’s
shares owned

1,000

Executive General Manager, Marketing &Sales Development Unit of the Company(present position)[Significant concurrent positions outside the Company]
Member of the Board, Nichiwa Co.
[Reasons for selection as a candidate for Director]
Yoichi Sato possesses an abundance of experience in business operations in the areas of marketing and sales
and has established concrete relationships with customers over many years. In addition, he is fully
knowledgeable and experienced in the Company’s businesses and industry. The Company believes he willcontinue to contribute to increasing the Group’s corporate value by making use of this knowledge andexperience. In light of these reasons, the Company proposes his election as Director.
Apr. 1982

Joined the Company

Apr. 2012

Executive Assistant General Manager, OfficeService Division of SI & Services Operations
Unit of the Company

Masafumi Gouji(September 17, 1959)

Apr. 2013

General Manager, Office Service Division of
SI & Services Operations Unit of theCompany[Reelection]

Apr. 2014

Associate Senior Vice President, AssistantExecutive General Manager, Enterprise
Solutions Operations Unit of the Company

Years of service as Director:
1 yearApr. 2016
4

Attendance at Board of
Directors meetings:
11/11 meetings

June 2016

1,000

Senior Vice President, Executive General
Manager, Technical Services Operations Unitof the Company (present position)
Member of the Board of the Company(present position)[Significant concurrent positions outside the Company]
Member of the Board, NEC Networks & System Integration
Services, Ltd.
Member of the Board, Q&A Corporation[Reasons for selection as a candidate for Director]
Masafumi Gouji possesses an abundance of knowledge about all aspects of IT management, and he has
proposed and implemented solutions that have led to improvements in business operations and profitability inthe area of IT/network integration for customers in various industrial sectors. Through having served in
responsible positions in several business divisions, he has played a part in the Company’s business growth invarious fields and the establishment of the Company’s business foundation. The Company believes he willcontinue to contribute to increasing the Group’s corporate value by making use of this knowledge andexperience. In light of these reasons, the Company proposes his election as Director.

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No.

Name (Date of birth/othernotes)

Yumiko Ichige(March 13, 1961)[Reelection][Candidate for Outside
Director][Independent Officer]

5

Years of service as Director:
5 years
Attendance at Board of
Directors meetings:
13/13 meetings

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1989

Registered as an attorney

Dec. 2007

Partner, Nozomi Sogo Attorneys at Law(present position)

Apr. 2009

Vice President, Daini Tokyo Bar Association

Sept. 2010

Deputy Secretary General, Japan Federationof Bar Associations

June 2012

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

Joined IBM Japan, Ltd.

0

[Significant concurrent positions outside the Company]
Outside Auditor, AEON MALL, Co., Ltd.
Outside Director (Audit and Supervisory Committee
Member), SANYO TRADING CO., LTD.
Outside Director (Audit and Supervisory Committee
Member), Sushiro Global Holdings Ltd.

[Reasons for selection as a candidate for Outside Director]
Yumiko Ichige possesses the experience and expertise that she has acquired from having served as an attorney
for corporate legal matters. Although she has not been directly involved in business management, the Company
believes she is capable of properly supervising the Company’s business management from an objective
standpoint as a legal expert. In light of these reasons, the Company proposes her election as Outside Director.
May 2011
Hisayoshi Fuwa
(July 6, 1949)

President and Representative Director of theBoard, Victor Company of Japan, Limited[Reelection][Candidate for Outside
Director][Independent Officer]
Years of service as Director:
1 year
6

Attendance at Board of
Directors meetings:
11/11 meetings

President, Representative Director of theBoard and Chief Executive Officer (CEO),JVC KENWOOD Holdings, Inc. (currently
JVC KENWOOD Corporation)

President, Kenwood Corporation
President, J&K Car Electronics Corporation
Oct. 2011

President and Representative Director of theBoard, JVC KENWOOD Corporation

June 2012

Special Adviser, JVC KENWOOD
Corporation

June 2016

Outside Director of the Company (present
position)

0[Significant concurrent positions outside the Company]
Outside Director, Tokyo Electron Device Limited[Reasons for selection as a candidate for Outside Director]
After joining a major electric appliance manufacturer, Hisayoshi Fuwa served in a number of important posts,
such as the General Manager of the Corporate Strategic Planning Division, as well as Vice President inoverseas subsidiaries. Following these positions, he became President of JVC KENWOOD Holdings, Inc.,
where he demonstrated his management ability in business rehabilitation and other initiatives. The Company
expects him to utilize the abundance of experience that he has acquired from global business operations for theCompany’s business management. The Company also believes he will continue to be capable of giving
appropriate advice and proposals on all matters relating to the business management of the Company from astandpoint independent from that of the Company’s executives. In light of these reasons, the Company
proposes his election as Outside Director.

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No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2010

Chief Manager, Network Platform Planning
Division of Carrier Network Planning
Division, NEC Corporation

Oct. 2012

Assistant General Manager, Carrier Network
Planning Division, NEC Corporation

Apr. 2013

General Manager, Telecom Carrier Business
Planning Division, NEC Corporation (present
position)

June 2015

Member of the Board of the Company(present position)

Yukinori Nakayama(September 13, 1962)[Reelection]
Years of service as Director:
2 years
7

Attendance at Board of
Directors meetings:
12/13 meetings

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Auditor, ALAXALA Networks Corporation[Reasons for selection as a candidate for Director]
Yukinori Nakayama is the General Manager of the Telecom Carrier Business Planning Division of NEC
Corporation, a company with a strong business relationship with the Company. He possesses knowledge andexperience on corporate governance and internal controls as expected of a Director. In addition, he has mobilenetwork-related expertise that is required to expand the Company’s new services and business domains. The
Company believes he will continue to contribute to increasing the Group’s corporate value by making use ofthis knowledge and experience. In light of these reasons, the Company proposes his election as Director.
Apr. 2012

Yasuhiro Ito(September 12, 1958)

Apr. 2013

Vice President, NEC Corporation

Apr. 2015

Associate Senior Vice President, AssistantExecutive General Manager, Public
Infrastructures Solutions Operations Unit of
the Company[New Candidate]
Apr. 2016

8

General Manager, Radio Application
Division, Aerospace and Defence Operations
Unit, NEC Corporation

1,000

Senior Vice President, Executive General
Manager, Public Infrastructures Solutions
Operations Unit of the Company (present
position)[Reasons for selection as a candidate for Director]
Yasuhiro Ito achieved high technological results and performance in aerospace and defense businesses,
contributing to business expansion of NEC Corporation. As an executive officer of the Company, he has servedin responsible positions in the public infrastructures business since 2015 and contributed to the enhancement of
the business capabilities. The Company believes he will contribute to increasing the Group’s corporate value bymaking use of his knowledge and experience. In light of these reasons, the Company proposes his election as
Director.

Michiko Hirono(March 18, 1961)

9[New Candidate][Candidate for Outside
Director][Independent Officer]

Mar. 2000

President and Representative Director of theBoard, 21 Lady Co., Ltd. (present position)

June 2002

Representative Director of the Board,
HIROTA Co., Ltd.

Mar. 2010

Representative Director of the Board,
ILLUMS JAPAN Co., Ltd. (present position)

Nov. 2011

Representative Director Chairman andPresident, HIROTA Co., Ltd. (present
position)

June 2014

Outside Director, JAPAN POST Co., Ltd.

[Significant concurrent positions outside the Company]
Outside Director, JAPAN POST HOLDINGS Co., Ltd.
[Reasons for selection as a candidate for Outside Director]
Michiko Hirono established 21 Lady Co., Ltd., which finds companies with high growth potential and invests
in and foster them, and has had a strong track record such as the reconstruction of failed companies. The
Company believes she is capable of giving appropriate advice and providing supervision relating to corporate
strategies of the Company from various standpoints not limited by the conventional framework, as anincumbent business manager in a different industrial sector. In light of these reasons, the Company proposes
her election as Outside Director.

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0

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
May 2012

Senior Manager, IT Services Planning
Division, NEC Corporation

Apr. 2013
Junji Ashida(March 12, 1969)

Senior Manager, System Integration &Services Planning Division, NEC
Corporation

Apr. 2014

General Manager, Corporate Planning
Division, NEC Solution Innovators, Ltd.

[New Candidate]

Apr. 2016

Associate Senior Vice President, General
Manager, Corporate Planning Division, NEC
Solution Innovators, Ltd.

Apr. 2017

General Manager, Corporate Strategy
Division, NEC Corporation (present position)

10

Number of theCompany’s
shares owned

0[Reasons for selection as a candidate for Director]
Junji Ashida is General Manager of Corporate Planning Division of NEC Corporation, a company with a strong
business relationship with the Company. He possesses experience in corporate strategies and planning in
multiple business divisions and a company associated with NEC Corporation. The Company believes he iscapable of contributing to increasing the Group’s corporate value by making use of this knowledge andexperience. In light of these reasons, the Company proposes his election as Director.
Notes:

1. There is no special interest between the Company and any of above candidates.
2. Liability limitation agreement with candidates for Directors
The Company has entered into a liability limitation agreement with Yumiko Ichige, Hisayoshi Fuwa, andYukinori Nakayama that shall limit the maximum amount of his/her liability to compensate for damages due to a
failure to perform his/her duties as set forth in the provisions of Article 423, Paragraph 1 of the Companies Act.
The limit of liability under this agreement is 1,200,000 yen or the minimum liability amount prescribed in thelaws and regulations, whichever is the higher. If their re-elections are approved at this General Meeting of
Shareholders, the Company will continue to enter into this agreement with each of them.
If the election of Michiko Hirono and Junji Ashida is approved at this General Meeting of Shareholders, theCompany will enter into the same liability limitation agreement with them.
3. Yushi Ushijima is scheduled to retire from the position of President and CEO of Q&A Corporation in June 2017.
4. Michiko Hirono is her professional name and her name on the family register is Michiko Fujii.
5. Yukinori Nakayama and Junji Ashida serve as executives of NEC Corporation, the parent company of theCompany.
6. The Company has filed declarations naming Yumiko Ichige and Hisayoshi Fuwa as independent officers, asprescribed by the Tokyo Stock Exchange. If their re-elections are approved at this General Meeting of
Shareholders, the Company will continue to designate both of them as independent officers. Michiko Hirono
meets the requirements for independence set forth in the listing rules of the Tokyo Stock Exchange. If herelection is approved at this General Meeting of Shareholders, the Company will file a declaration naming her as
an independent officer with the Tokyo Stock Exchange.

[About Independence Standards]
In selecting candidates for Independent Outside Directors and Independent Outside Corporate Auditors,
the Company considers the requirements for Outside Directors and Outside Corporate Auditors stipulated
in laws and regulations, the Independence Standards set by the Tokyo Stock Exchange and other criteria.

-7-Proposal 3:

Election of one (1) Corporate Auditor

Corporate Auditor Junichi Okuyama will resign his position at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes to elect one (1) Corporate Auditor.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Corporate Auditor is as follows:
Name (Date of birth/othernotes)

Tokuo Yamamoto(February 24, 1958)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 2012

Assistant General Manager, Corporate Strategy Division,
Department Manager, Associated Companies Department,
Corporate Strategy Division, NEC Corporation

Feb. 2014

Associate Senior Vice President of the Company (present
position)

June 2015

General Manager, Affiliated Company Management
Office of the Company[New Candidate]

Number of theCompany’s
shares owned

0[Reasons for selection as a candidate for Corporate Auditor]
Tokuo Yamamoto possesses an abundance of knowledge and experience in business management and accounting, having
involved in the accounting division and the administrative and corporate planning divisions at an overseas associatedcompany. He has served as Associate Senior Vice President of the Company in charge of accounting since 2014, promoting
the strengthening of the management base including income and financial issues. The Company believes he will be capableof auditing the legitimacy of its business operations from a fair and objective standpoint, by making use of his experienceand knowledge. In light of these reasons, the Company proposes his election as Corporate Auditor.
Notes:

1. There is no special interest between the Company and the above candidate.
2. Tokuo Yamamoto was an executive at NEC Corporation, which is the parent company of the Company, within
the past 5 years. His positions while working for NEC Corporation are as described in “Career summary andposition (significant concurrent positions outside the Company).”-8-

Proposal 4:

Election of one (1) substitute Corporate Auditor

The Company proposes to elect one (1) substitute Corporate Auditor to be ready to fill a vacant position
should the number of Outside Corporate Auditors fall below the number required by laws and regulations.
The validity of the election within this proposal can be nullified by resolution of the Board of Directors if
the consent of the Board of Corporate Auditors has been obtained; provided, however, that it is only in atime before assuming office.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name (Date of birth/othernotes)

Hirohisa Ryu(August 4, 1964)[New Candidate][Candidate for substituteOutside Corporate Auditor][Independent Officer]

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1994

Registered as an attorney
Joined Tokyo Hatchobori Law Office

Apr. 2001

Deputy Director, Financial Crisis Response Office,Supervisory Coordination Division, Supervisory Bureau,
Financial Services Agency(Official with fixed term of office)Apr. 2003

Returned to Tokyo Hatchobori Law Office

Apr. 2004

Partner, Tokyo Hatchobori Law Office (present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Outside Corporate Auditor, eGuarantee, Inc.
Outside Corporate Auditor, RENOWN INCORPORATED[Reasons for selection as a candidate for substitute Outside Corporate Auditor]
Hirohisa Ryu possesses knowledge in corporate legal affairs as an attorney as well as an abundance of practical experience,
including a position as an official with fixed term of office at the Financial Services Agency. Although he has not been
directly involved in business management, the Company believes he is capable of auditing the legitimacy of its business
operations from a fair and objective standpoint, by making use of his knowledge and experience. In light of these reasons,the Company proposes his election as substitute Outside Corporate Auditor.
Notes:

1. There is no special interest between the Company and the above candidate.
2. Hirohisa Ryu is a candidate for substitute Outside Corporate Auditor.
3. Liability limitation agreement with a candidate for substitute Corporate Auditor
If Hirohisa Ryu assumes the office of Outside Corporate Auditor, the Company plans to enter into a liability
limitation agreement with him that shall limit the maximum amount of his liability to compensate for damages
due to a failure to perform his duties as set forth in the provisions of Article 423, Paragraph 1 of the Companies
Act.
The limit of liability under this agreement is 1,200,000 yen or the minimum liability amount prescribed in thelaws and regulations, whichever is the higher.
4. Hirohisa Ryu meets the requirements for independence set forth in the listing rules of the Tokyo Stock Exchange.
If he assumes the office of Outside Corporate Auditor, the Company will file a declaration naming him as anindependent officer with the Tokyo Stock Exchange.

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