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, 2023

To our shareholders:

Yushi Ushijima
President and Representative Director
NEC Networks & System Integration Corporation
3-9-14, Shibaura, Minato-ku, TokyoNOTICE OF THE 91st ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 91st 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 via the Internet, etc.
or by postal mail. Please check the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 5:15 p.m., Thursday, June 22, 2023 (Japan Standard Time) in accordancewith the “Guidance of Exercising of Your Voting Rights.”

Meeting Outline
1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. (Japan Standard Time)(Reception will begin at 9:00 a.m.)
2. Venue:

8F Hall, NEC Networks & System Integration Corporation Head Office Building
3-9-14, Shibaura, Minato-ku, Tokyo(As our head office moved from Bunkyo-ku, Tokyo, to Minato-ku, Tokyo, on March 1,
2023, the venue for the General Meeting of Shareholders has been changed to theabove.)

3. Agenda:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 91st Term (from April 1, 2022 toMarch 31, 2023), 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 91st Term (from April 1, 2022 to March 31, 2023)

Items to be resolved:
Proposal 1:

Election of nine (9) Directors

Proposal 2:

Election of two (2) Corporate Auditors- Any revisions that should be made to this document will be posted on the Company’s website (https://www.nesic.co.jp).

- 1 -Guidance of Exercising of Your Voting Rights
Instead of attending the General Meeting of Shareholders in person, you may exercise your voting rights by
one of the following two methods.
1. Instructions on exercise of voting rights in writing (by mail)Please indicate your approval or disapproval to each of the proposals on the enclosed Exercise Voting Rights
Form and return it to the Company’s shareholder registry administrator (Sumitomo Mitsui Trust Bank,
Limited).
<Voting deadline>
Your vote must be arrived at the Company’s shareholder registry administrator no later than 5:15 p.m. on
Thursday, June 22, 2023 (Japan Standard Time).
2. Instructions on exercise of voting rights via the Internet, etc.
Please register your approval or disapproval to each of the proposal by accessing the following voting website
or by scanning the QR Code on the Exercise Voting Rights Form.
The voting website
https://www.web54.net(This website is available in Japanese only.)<Voting deadline>
Please be sure to register your approval or disapproval of the proposals by 5:15 p.m. on Thursday, June 22,2023 (Japan Standard Time).

・If you send the Exercise Voting Rights Form by mail without indicating your approval or disapproval of
the proposals, we will treat it as an indication of approval of the proposals.
・If you exercise your voting rights multiple times via the Internet, etc., the last one shall be deemed valid.
・If you exercise your voting rights both via the Internet, etc. and in writing (by mail), the one exercised via
the Internet, etc. shall be deemed valid.
・If you exercise your voting rights by a proxy attending the meeting, please name one shareholder who
holds voting rights of the Company to act as a proxy, and submit documentation which certifies the proxyrights before the start of the meeting.

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

Election of nine (9) 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 nine (9) Directors.
The candidates for Directors are as follows.
Candidates for Director are decided by the Board of Directors after deliberation by the Nomination andCompensation Committee, which is chaired by an Independent Outside Director and whose majority
members are Independent Outside Directors.

GenderYears ofAttendance service (asofat Board of
Directors conclusionof thismeetings
meeting)[Reelection]

Male

13/13
meetings

9 years

Senior Vice President, Member of the Board
and Chief Financial Officer (CFO)[Reelection]

Male

13/13
meetings

4 years

Osamu Kikuchi

Senior Vice President, Executive General
Manager, DX Solutions Business Unit

[New
Candidate]

Male

-

-

Michitaka Ono

President (Representative Director), K&N
System Integrations Corporation[New
Candidate]

Male

-

-

Outside Director[Reelection][Candidate
for Outside
Director][Independent
Director]Female13/13
meetings

5 years

Outside Director[Reelection][Candidate
for Outside
Director][Independent
Director]

Male

12/13
meetings

3 years[New
Candidate][Candidate
for Outside
Director][Independent
Director]Female--[Reelection]

Male

13/13
meetings

3 years[New
Candidate]

Male

-

-

No.

Name

1

Yushi Ushijima

President (Representative Director) and Chief
Executive Officer (CEO)2

Hiroyuki Sekizawa

3
4

5

6

Michiko Ashizawa

Mamoru Yoshida7

Mikiko Morimoto

8

Toru Kawakubo

9

Hiroto Sugahara

Position and responsibilities at the Company

Member of the Board

- 3 -

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2011

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

Apr. 2013

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

June 2014

Member of the Board, Associate Senior Vice
President of the Company
Senior Executive Vice President and Memberof the Board, Q&A Corporation

Yushi Ushijima(April 29, 1960)[Reelection]
Years of service as Director:
9 years

1

Attendance at Board of
Directors meetings:
13/13 meetings (100%)

Apr. 2015

Member of the Board, Associate Senior Vice
President of the Company
President and CEO, Q&A Corporation

Apr. 2016

Member of the Board of the Company

Number of theCompany’s
shares owned

28,200President and CEO, Q&A Corporation
June 2017

President and Representative Director of theCompany (present position)

June 2022

Chief Executive Officer (CEO) of theCompany (present position)[Reasons for selection as a candidate for Director]
Mr. Yushi Ushijima has accumulated an abundance of knowledge and experience regarding the businessenvironment and industries of the Company from having served as General Manager of branch divisions andperforming other duties. Since 2014, he successively has served as Senior Executive Vice President andPresident and CEO of a Group company, and President of the Company. He has acquired considerable
knowledge and experience on business management and has contributed to business expansion of theCompany. The Company believes he is a suitable candidate to further progress and develop the Company’sbusinesses, such as by increasing the Group’s corporate value and coping with drastic changes in theenvironment in Japan and overseas, making use of his track record of accomplishments and experience. In lightof these reasons, the Company proposes his election as Director.

- 4 -

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
July 2011

General Manager, Corporate Controller
Division, NEC Corporation

May 2015

General Manager, Corporate Controller
Division, NEC Corporation (change inJapanese only; English title unchanged)

June 2017
Years of service as Director:
4 years
Apr. 2019

Associate Senior Vice President of theCompany

Hiroyuki Sekizawa(July 6, 1960)[Reelection]

2

Attendance at Board of
Directors meetings:
13/13 meetings (100%)

Senior Vice President of the Company(present position)

June 2019

Member of the Board of the Company(present position)

June 2022

Chief Financial Officer (CFO) of theCompany (present position)

Number of theCompany’s
shares owned

16,800[Reasons for selection as a candidate for Director]
Mr. Hiroyuki Sekizawa has accumulated an abundance of knowledge and experience regarding accounting andfinance, having experience in responsible positions in the accounting divisions at NEC Corporation, as well asa track record as a chief financial officer and senior executive officer at an overseas associated company. He
was appointed an Associate Senior Vice President of the Company in 2017. Since June 2019, as Senior Vice
President and Member of the Board, he has been working to improve the Group’s corporate value andstrengthen the management foundation as the person responsible for the corporate staff divisions in addition to
overseeing accounting and finance strategies. The Company believes he is a suitable candidate to increase theGroup’s corporate value by making use of his knowledge and experience. In light of these reasons, theCompany proposes his election as Director.

Osamu Kikuchi(September 14, 1967)

Apr. 1990

Joined the Company

Apr. 2013

Senior Manager, Solutions Business
Promotion Group, EmpoweredOfficeMarketing Promotion Division, SI &Services Operations Unit of the Company

Apr. 2015

Senior Manager, Office Design Group,
EmpoweredOffice Business Development
Division of the Company

Apr. 2018

Assistant Executive General Manager,
EmpoweredOffice Business Development
Division of the Company[New Candidate]Years of service as Director: Apr. 2019– years3

Attendance at Board of
Directors meetings:–/– meetings

Senior Project Manager, DX Business
Promotion Division, Business Design
Operations Unit of the Company

July 2019

Seconded to NEC Corporation of America

Apr. 2021

Associate Senior Vice President of theCompany

Apr. 2022

Senior Vice President (present position),
Executive General Manager, Business Design
Operations Unit of the Company

Apr. 2023

Executive General Manager, DX Solutions
Business Unit of the Company (present
position)0[Reasons for selection as a candidate for Director]
Mr. Osamu Kikuchi has a track record of driving the growth of digital businesses, including through thepromotion of the commercialization of “EmpoweredOffice”, which is a work-style innovation that makes useof ICT, as well as an alliance with Zoom Video Communications, Inc. in the US to create new businesses. In
addition, since 2021, he has contributed to the strengthening of the customer base and business base of theCompany in the digital business area as Associate Senior Vice President. The Company believes he is a suitable
candidate to increase the Group’s corporate value by making use of his knowledge and experience. In light ofthese reasons, the Company proposes his election as Director.

- 5 -

No.

Name (Date of birth/othernotes)

Michitaka Ono(October 9, 1969)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1988

Joined the Company

Apr. 2013

Senior Manager, 2nd Marketing & Sales
Department, Carrier Solution Marketing &Sales Division, Marketing & Sales
Development Unit of the Company

Oct. 2014

Assistant Executive General Manager,
Carrier Solution Marketing & Sales Division,
Marketing & Sales Development Unit of theCompany

Apr. 2016

General Manager, Global Business Division,
Carrier Public Solutions Operations Unit of
the Company

Apr. 2017

General Manager, Global Carrier Division,
Carrier Public Solutions Operations Unit of
the Company

Apr. 2019

Associate Senior Vice President, K&N
System Integrations Corporation

June 2019

Member of the Board and Associate SeniorVice President, K&N System Integrations
Corporation

June 2020

President and Representative Director, K&N
System Integrations Corporation (present
position)[New Candidate]Years of service as Director:– years

4

Attendance at Board of
Directors meetings:–/– meetings

Number of theCompany’s
shares owned

2,600[Significant concurrent positions outside the Company]
President and Representative Director, K&N System
Integrations Corporation[Reasons for selection as a candidate for Director]
Mr. Michitaka Ono has accumulated an abundance of knowledge and experience in contributing tostrengthened profitability and the expansion of business areas as a manager of the sales unit and business unit
in the carrier business field and experience from his track record of contributing to the expansion of global
business areas, including the launch of a subsidiary of the Company in Myanmar. In addition, since June 2020,
he has contributed to the improved sophistication and expansion of the telecommunications infrastructurebusiness as president of K&N System Integrations Corporation, a joint venture with KDDI CORPORATION.
The Company believes he is a suitable candidate to increase the Group’s corporate value by making use of his
knowledge and experience. In light of these reasons, the Company proposes his election as Director.

- 6 -

No.

Name (Date of birth/othernotes)

Michiko Ashizawa(October 23, 1972)[Reelection][Candidate for Outside
Director][Independent Director]

5Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1996

Joined Century Audit Corporation (currently
KPMG AZSA LLC), International
Department (left in May 2001)

Sept. 2003

Joined Industrial Revitalization Corporationof Japan (resigned in January 2006)

Feb. 2006

Joined Advantage Partners LLP (currently
Advantage Partners, Inc.) (resigned in
January 2007)

Apr. 2013

Associate Professor, International College ofArts and Science (currently School of
Economics and Business Administration),
Yokohama City University (present position)
Associate Professor, Graduate School ofInternational Management, Yokohama City
University (present position)

Years of service as
Outside Director:
5 years

Sept. 2016

Attendance at Board of
Directors meetings:
13/13 meetings (100%)

Part-time instructor at Graduate School ofBusiness Administration, Keio University(present position)

June 2018

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Associate Professor, School of Economics and Business
Administration, Yokohama City University (scheduled toretire in August 2023)
Associate Professor, Graduate School of International
Management, Yokohama City University (scheduled to retirein August 2023)[Reasons for selection as Outside Director and overview of expected role]
Ms. Michiko Ashizawa has an abundance of experience, including business experience as a certified public
accountant at an audit firm and engaging in revitalization projects of major companies at Industrial
Revitalization Corporation of Japan. She also possesses expertise in business administration as a whole, mainly
researching M&A for corporate restructuring and serving as an instructor at a graduate school. The Company
believes she will continue to be capable of playing an appropriate role in matters such as giving advice andproviding supervision relating to management of the Company from an objective standpoint by making use ofher extensive experience in finance and management. In light of these reasons, the Company proposes her
election as Outside Director.

- 7 -

No.

Name (Date of birth/othernotes)

Mamoru Yoshida(May 21, 1956)[Reelection][Candidate for Outside
Director][Independent Director]
Years of service as Outside
Director: 3 years
6

Attendance at Board of
Directors meetings:
12/13 meetings (92%)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2009

Executive Officer, Panasonic Corporation(currently Panasonic Holdings Corporation;
hereinafter the same), Senior Vice President,
AVC Networks Company

Apr. 2012Managing Executive Officer, Panasonic
Corporation, President, AVC Networks
Company

June 2012Managing Director, Panasonic Corporation

Apr. 2013

In charge of Technology, Intellectual
Property and Information Systems, Panasonic
Corporation

Apr. 2015

Senior Vice President, Appliances Company,
Panasonic Corporation, President, Air-con
Company (a part of the Appliances
Company)

June 2015

Managing Executive Officer, Panasonic
Corporation

June 2016

Senior Audit & Supervisory Board Member,
Panasonic Corporation (resigned in June
2020)

June 2020

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Reasons for selection as Outside Director and overview of expected role]
After joining a major electrical appliance manufacturer, Mr. Mamoru Yoshida demonstrated excellent
management skills and strategy building ability through his career as manager of various areas, including
overseas business. He also served as a person in charge of technology and gained extensive knowledge andexperience in technology management, manufacturing, marketing, etc. Since 2016, he had promoted corporate
management governance reform as Senior Audit & Supervisory Board Member. The Company believes he willcontinue to be capable of playing an appropriate role in matters such as giving advice and providing
supervision relating to management of the Company from an objective standpoint by making use of his
manufacturing knowledge and extensive experience in corporate management. In light of these reasons, theCompany proposes his election as Outside Director.

Mikiko Morimoto(July 26, 1973)[New Candidate][Candidate for Outside
Director][Independent Director]
Years of service as
Outside Director: – years
7

Attendance at Board of
Directors meetings:–/– meetings

Apr. 1996

Joined The Japan Research Institute, Limited.
(resigned in July 1999)

July 2000

Joined Nagashima Ohno & Tsunematsu(resigned in July 2010)

Sept. 2014

Secretary to the Minister of Economy,
Embassy of Pakistan in Japan (through toMarch 2015)

May 2015

Joined Asuka Asset Management Co., Ltd.
(currently Aizawa Asset Management Co.,
Ltd.) (resigned in February 2018)

Jan. 2018

Joined SDG Partners, Inc. (resigned in May
2021)

Feb. 2021

CEO, karna ltd. (present position)

0[Significant concurrent positions outside the Company]
CEO, karna ltd.
Outside Director, ITOHAM YONEKYU HOLDINGS INC.
(scheduled to be appointed in June 2023)[Reasons for selection as Outside Director and overview of expected role]
Ms. Mikiko Morimoto, after gaining experience in macroeconomic research and analysis and fundmanagement at private companies such as private think tanks, and consulting in areas such as corporate andorganizational sustainability, the promotion of SDGs, and ESG response, established a consulting company thatprovides comprehensive support for sustainability management, at which she serves as CEO. The Company
believes she will be capable of playing an appropriate role in matters such as giving advice and providing
supervision relating to management of the Company from an objective standpoint by making use of her
experience in the economics and finance fields as well as her high level of knowledge in sustainability. In lightof these reasons, the Company proposes her election as Outside Director.

- 8 -

No.

Name (Date of birth/othernotes)

Toru Kawakubo(April 19, 1965)[Reelection]

8

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2009

Department Manager, NTT Systems
Division, NEC Corporation

Apr. 2014

Deputy General Manager, NTT Systems
Division, NEC Corporation

Apr. 2015

General Manager, NTT Sales Division, NEC
Corporation

Apr. 2017

General Manager, NTT Sales Division, NEC
Corporation

Years of service as Director: June 2020
3 years
Apr. 2021
Attendance at Board ofApr. 2023
Directors meetings:
13/13 meetings (100%)

Member of the Board of the Company(present position)

Number of theCompany’s
shares owned

0

Senior Vice President, NEC Corporation
Corporate Senior Vice President, andManaging Director, Telecom Carrier Sales
Division, NEC Corporation (present position)[Significant concurrent positions outside the Company]
Corporate Senior Vice President, NEC Corporation
Managing Director, Telecom Carrier Sales Division, NEC
Corporation[Reasons for selection as a candidate for Director]
Mr. Toru Kawakubo serves as Corporate Senior Vice President in charge of the Telecom Carrier Sales Divisionof the Telecom Services Business Unit, NEC Corporation, which is closely related to the Company’s business.
He possesses an abundance of knowledge and experience of telecommunication carrier business that isessential for expanding service and business areas of the Company. The Company believes he will continue tocontribute to increasing the Group’s corporate value by making use of this knowledge and experience. In lightof these reasons, the Company proposes his election as Director.

- 9 -

No.

Name (Date of birth/othernotes)
Hiroto Sugahara(August 10, 1973)[New Candidate]Years of service as
Outside Director: – years

9

Attendance at Board of
Directors meetings:–/– meetings

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 2016

Senior Manager, Research Planning Division,
NEC Corporation

Apr. 2019

General Manager, Corporate Technology
Division, NEC Corporation

Apr. 2022

Managing Director, Global Innovation
Strategy Division, NEC Corporation

Apr. 2023

Managing Director, Corporate Strategy
Division, NEC Corporation (present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Managing Director, Corporate Strategy Division, NEC
Corporation[Reasons for selection as a candidate for Director]
Mr. Hiroto Sugahara has gained knowledge concerning new business development in the R&D and growthareas from his experience serving as General Manager of the Corporate Technology Division and Managing
Director of the Global Innovation Strategy Division at NEC Corporation, and currently holds the position ofManaging Director of the Corporate Strategy Division of NEC Corporation. The Company believes he willcontribute to increasing the Group’s corporate value by making use of this knowledge and experience. In lightof 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. Mr. Hiroyuki Sekizawa was an executing person at NEC Corporation, which is the parent company of the Company,
within the past ten years. His positions while working for NEC Corporation are as described in “Career summary,position and responsibilities (Significant concurrent positions outside the Company).”
3. Liability limitation agreement with candidates for Directors
The Company has entered into liability limitation agreements with Ms. Michiko Ashizawa and Messrs. Mamoru
Yoshida and Toru Kawakubo that shall limit the maximum amount of their liability to compensate for damages
due to a failure to perform their duties as set forth in the provisions of Article 423, paragraph (1) of the Companies
Act. The limit of liability under these agreements is 1,200,000 yen or the minimum liability amount prescribed in
the laws and regulations, whichever is the higher. If their reelections are approved at this General Meeting of
Shareholders, the Company will continue this agreement with each of them. If the elections of Ms. Mikiko
Morimoto and Mr. Hiroto Sugahara are approved at this General Meeting of Shareholders, the Company will enter
into the same liability limitation agreements with them.
4. D&O (directors, corporate auditors and officers) liability insurance contract, with candidates for Directors
NEC Corporation, the parent company of the Company, has entered into a D&O liability insurance contract asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Those insured by
the insurance contract are Directors, Corporate Auditors and Senior Vice Presidents, etc. of the said company andits subsidiaries, which includes the Company. The insurance contract will reimburse the payment for the legal
damages and defense costs of the insured arising from any claim(s) made against the insured for their performancein their respective capacities.
Each candidate for reelection is already covered under this policy, and if their reelections are approved, they willcontinue to be covered under this policy. In addition, if the elections of the new candidates are approved, it isplanned that they will also become covered under this policy.
5. Messrs. Toru Kawakubo and Hiroto Sugahara serve as executing persons of NEC Corporation, the parent companyof the Company.
6. The Company has filed declarations naming Ms. Michiko Ashizawa and Mr. Mamoru Yoshida as independent
directors, as prescribed by the Tokyo Stock Exchange, Inc. If their reelection is approved at this General Meetingof Shareholders, the Company will continue to designate them as independent directors. Ms. Mikiko Morimoto
satisfies the requirements for independence set forth in the listing rules of the Tokyo Stock Exchange, Inc. If herelection is approved at this General Meeting of Shareholders, the Company will file a declaration naming her as
an independent director with the Tokyo Stock Exchange, Inc.

- 10 -

Proposal 2:

Election of two (2) Corporate Auditors

The term of office of Corporate Auditors Naoki Iwasaki and Masayuki Horie will expire at the conclusion ofthis General Meeting of Shareholders. The Company proposes to elect two (2) Corporate Auditors.
The candidates for Corporate Auditor are as follows.
The Board of Corporate Auditors has given its consent to this proposal.
No.

Name (Date of birth/othernotes)

Naoki Iwasaki(December 5, 1959)[Reelection]
Years of service as Corporate
Auditor: 4 years
Attendance at Board of
Directors meetings:
13/13 meetings (100%)
1Career summary and position(Significant concurrent positions outside the Company)
Apr. 1983

Joined the Company

July 2008

General Manager, Corporate Finance &Controller Division of the Company

Apr. 2013

General Manager, Business Planning Office,SI & Services Operations Unit of theCompany

Apr. 2014

Associate Senior Vice President and memberof the Board, Toyo Networks & System
Integration Co., Ltd. (currently NEC Magnus
Communications, Ltd.)

Apr. 2015

Associate Senior Vice President, NEC
Magnus Communications, Ltd.

Oct. 2015

General Manager, Business Planning Office,Technical Services Operations Unit of theCompany

Attendance at Board of
Corporate Auditors meetings: Apr. 201813/13 meetings (100%)
Apr. 2019
June 2019

Number of theCompany’s
shares owned

3,000

General Manager, Corporate Auditing
Division of the Company
Associate Senior Vice President of theCompany
Full-time Corporate Auditor of the Company(present position)[Reasons for selection as a candidate for Corporate Auditor]
Mr. Naoki Iwasaki has accumulated an abundance of knowledge and experience in corporate management,
corporate accounting, and business strategy planning, having experienced positions including in the accounting
division, administrative division at the Company’s domestic branch, business planning divisions within
operation units, the corporate auditing division, and officer of affiliate, and in addition, since 2019 has been
engaged in the supervising and auditing of management execution as a corporate auditor of the Company. The
Company believes he will be capable of auditing the legitimacy of its business operations from a fair andobjective standpoint, by making use of his knowledge and experience. In light of these reasons, the Company
proposes his election as Corporate Auditor.

- 11 -

No.

Name (Date of birth/othernotes)

Oct. 1984

Joined Deloitte Haskins & Sells (currently
Deloitte Touche Tohmatsu LLC)

Aug. 1990

Registered as a certified public accountant

July 1996

Stationed overseas at New York Office,Deloitte & Touche LLP (through to
September 2000)

Nov. 2000
Years of service as Corporate Oct. 2013
Auditor: – years

Partner, Deloitte Touche Tohmatsu LLC

Koji Inagaki(June 5, 1962)[New Candidate][Candidate for Outside
Corporate Auditor][Independent Auditor]

2

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

Attendance at Board of
Directors meetings:–/– meetings

Number of theCompany’s
shares owned

Executive Officer, Deloitte Touche Tohmatsu
LLC

Oct. 2015

Board Member, Deloitte Touche Tohmatsu
LLC

June 2018

Deputy CEO, Deloitte Touche Tohmatsu
LLC (resigned from position in May 2022,
retired from the company in November 2022)

0

Attendance at Board of
Corporate Auditors meetings: [Significant concurrent positions outside the Company]–/– meetings
Certified public accountant[Reasons for selection as a candidate for Outside Corporate Auditor]
Mr. Koji Inagaki has been engaged in audit work for many years at an audit firm as a certified public
accountant, has deep knowledge of finance and accounting, and in addition, has gained a wealth of experiencein management, including overseas operations and promotion of innovation by using digital technology, as
Deputy CEO of an audit firm. The Company believes he will be 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 Outside Corporate Auditor.

Notes:

1. There is no special interest between the Company and any of above candidates.
2. Liability limitation agreement with a candidate for Corporate Auditor
If the election of Mr. Koji Inagaki is approved at this General Meeting of Shareholders, the Company will enter
into a liability limitation agreement with him as set forth in the provisions of Article 423, paragraph (1) of theCompanies Act.
The limit of liability under this agreement is 1,200,000 yen or the minimum liability amount prescribed in the laws
and regulations, whichever is the higher.
3. D&O (directors, corporate auditors and officers) liability insurance contract, with a candidate for Corporate
Auditor
NEC Corporation, the parent company of the Company, has entered into a D&O liability insurance contract asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Those insured by
the insurance contract are Directors, Corporate Auditors and Senior Vice Presidents, etc. of the said company andits subsidiaries, which includes the Company. The insurance contract will reimburse the payment for the legal
damages and defense costs of the insured arising from any claim(s) made against the insured for their performancein their respective capacities.
Candidate Mr. Naoki Iwasaki is already covered under this policy, and if his reelection is approved, he will continue
to be covered under this policy. In addition, if the election of the new candidate Mr. Koji Inagaki is approved, it isplanned that he will also become covered under this policy.
4. Mr. Koji Inagaki satisfies the requirements for independence set forth in the listing rules of the Tokyo Stock
Exchange, Inc. If his election is approved at this General Meeting of Shareholders, the Company will file adeclaration naming him as an independent auditor with the Tokyo Stock Exchange, Inc.

- 12 -

Member of the Board and Corporate Auditor Skills Matrix (if each candidate is elected at this General
Meeting of Shareholders)
Based on the role and function of the Board of Directors, which was deliberated on in the medium- to longterm management strategy of the Company and the evaluation of the effectiveness of the Board of Directors,
the skills, experience, and expertise that are particularly expected of members of the Board of Directors of
the Company are as follows.
(Specific details of the skills, experience, and expertise expected of members of the board and corporate
auditors)
Item
Corporate management
Technology

Sales and marketing
GlobalFinance and accounting

Sustainability and ESG

Specific details
Experience in corporate management as a company representative, etc., ora high level of specialized knowledge in management strategy
Experience as a manager in the technology strategy field in relation to thebusiness of the Company (Network Solutions Business, Environmental &Social Solutions Business, and DX Solutions Business)
Experience as a manager in business involving analysis of the businessenvironment and market, as well as the formulation of business models,etc.
Experience as a manager in corporate overseas business or as an executive,
etc., at an overseas subsidiary
Experience as a manager involved in accounting and finance, practicalexperience as an accountant at an audit firm or accounting firm, or
experience equivalent to thisExperience in corporate management strategy and policy proposals
concerning sustainability, ESG, SDGs, etc., a high level of specialized
knowledge in governance and risk management, etc., or experience as acorporate auditor or audit committee member- 13 -

Committee
Nomination andCompensation
Committee

Particular area that the Company expects for Directors and Corporate Auditors

No.

Name

1

Yushi Ushijima

2

Hiroyuki Sekizawa

3

Osamu Kikuchi

4Michitaka Ono

5Michiko Ashizawa

◎

○

●

6

Mamoru Yoshida

○

◎

●

7

Mikiko Morimoto

○

○

●

8

Toru Kawakubo

9

Hiroto Sugahara

10

Naoki Iwasaki

11

Yohei Otani●

12

Akiko Isohata●

13

Koji Inagaki

SpecialCommittee○

Corporate
management

Technology●

Sales andmarketingGlobalFinance andaccounting

Sustainability and
ESG

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●
●

●

Note 1: These are the skills, experience, and expertise particularly expected of each Director and Corporate Auditor, and do not indicate all the skills,
experience, and expertise possessed by each Director and Corporate Auditor.
Note 2: “◎” indicates the chairperson of the Nomination and Compensation Committee or the Special Committee.

- 14 -●

Policy in the nomination of candidates for Directors[Policy]
In nominating candidates for Directors, the Company has a basic policy of selecting individuals who haveskills and experience to lead management and can contribute to the development of the Company’sbusinesses, while giving consideration to the following and making comprehensive consideration from thestandpoint of placing the right person in the right place.
(Aptitude for Directors)
・A person who has a high level of knowledge about management, objective judgment ability, foresightand insight・A person who has a high level of dignity and high ethical standards
・A person who has ability, knowledge, experience and track records in his/her special fields
・A person who is unbiased and decisive
・A person who understands the overall business activities of the Company

Policy in the nomination of candidates for Corporate Auditors[Policy]
In nominating candidates for Corporate Auditors, the Company has a basic policy of selecting individuals
who have skills and experience to conduct effective audits and can contribute to the development of theCompany’s businesses, while giving consideration to the following and making comprehensive
consideration from the standpoint of placing the right person in the right place.
(Aptitude for Corporate Auditors)
・A person who has a high level of knowledge about management, objective judgment ability, foresightand insight・A person who has a high level of dignity and high ethical standards
・A person who has ability, knowledge, experience and track records in his/her special fields
・A person who is unbiased and decisive
・A person who understands the overall business activities of the Company- 15 -

Standards for Judgment of the Independence of Outside Directors/Auditors
The Company has established the following standards for ensuring the independence of candidates for Independent Outside
Director and candidates for Independent Outside Corporate Auditor.
Independent Outside Directors and Independent Outside Corporate Auditors must meet these standards even after taking
office.
(1) A person who is not a director, corporate auditor, executive officer or other employee of the Company or its subsidiaries
within the past ten years(2) A person who is not a director, corporate auditor, executive officer or other employee of NEC Corporation or its
subsidiaries within the past ten years(3) A person who has not been engaged in major transactions with the Company or who has not been an executing personof such a person within the past three years* “Major transactions” means transactions in which the transaction amount with the Company exceeds 2% of the annual
consolidated sales or total revenue of either the Company or the person with which the transaction is conducted.
(4) A person who is not a consultant, accounting expert, or legal expert (if the party who has received the money, etc. is anorganization such as a corporation, union, etc., a person who belongs to the organization) who has received a large
amount of money, etc. from the Company in addition to compensation for officers within the past three years* “Large amount of money, etc.” means transactions where the amount paid by the Company exceeds 10 million yen
in a year. However, if the person receiving such money, etc., is an organization, “large amount of money, etc.”
means transactions that exceed 10 million yen per year or 2% of the annual consolidated sales or total revenue ofthat organization, whichever is higher.
(5) A person who is not a shareholder (or business executing person of the corporation in the case where the shareholder
is a corporation) who holds 10% or more of the total voting rights of the Company within the past three years(6) A person who is not from a company, where outside officers of the Company serve mutually as officers(7) A person who is not a party to which the Company has made a large donation or a person from the party within the past
three years* “Large donation” means a donation in which the amount of our donation exceeds 10 million yen in a year or 2% of
the annual consolidated sales or total revenue of either the Company or the recipient of the donation, whichever ishigher.
(8) A person who is not a relative within the second degree of the person listed in (1) to (7) above(9) In addition, there is no doubt regarding the person about independence as an outside officer of the Group- 16 -