June 7, 2019
To our shareholders:Company name:

Infocom Corporation(Securities code: 4348)

Representative:

Norihiro Takehara, President and CEO

Contact:

Shinya Tanaka, Head of Corporate
Communications Office(TEL: +81-3-6866-3160)

Infocom’s Position Regarding the ISS Report on Proposal No. 2 of the 37th
Ordinary General Meeting of Shareholders
Infocom Corporation (“Infocom” or “the Company”) has confirmed that a proxy advisory firm, Institutional
Shareholder Services Inc. (“ISS”), has issued a report (“the Report”) that recommended opposing Mr. NorihiroTakehara, a candidate for director listed under Proposal No. 2 “Election of Six Directors” of the 37th Ordinary
General Meeting of Shareholders of the Company, scheduled to be held on June 13, 2019.
To assist our shareholders and investors in determining whether to approve of the proposal for the electionof the candidate, we would like to explain our position regarding the Report. We sincerely ask that you carefully
consider whether to vote for or against the proposal upon carefully reviewing this supplementary explanation.
1. ISS’s position in the Report
In the Report ISS recommends voting against the election of Mr. Norihiko Takehara, the President and CEOof the Company. The reasons for the disapproval are that there will be only one independent outside director
since ISS considers one of the two candidates for independent outside directors is not sufficientlyindependent.
The candidate for independent outside director ISS believes is not sufficiently independent is Mr. Kazuhiko
Fujita, for the reason that he was employed at the Company’s bank, Mitsubishi UFJ Financial Group, Inc.
(“MUFG”), in the past.
Mr. Kazuhiko Fujita’s career summary, and position and responsibility in the CompanyApr1976

Joined the Bank of Tokyo, Ltd.

Jul

1989

Left the Bank of Tokyo, Ltd.

Aug

1989

Joined S.G. Warburg & Co.

Mar

1993

Joined Yaohan International Holdings LimitedMay

2005

Director of TANITA Corporation

Oct

2015

Personal consulting services regarding business management, establishment of corporate internalcontrol, overseas strategy, etc.(to present)

Feb

2016

Advisor to the Overseas Business Promotion Department of AUTOBACS SEVEN CO., LTD.

Jun

2016

Outside Director of the Company (to present)

Jun

2018

Representative Director of ESROH Co.,Ltd.(to present)

2. Infocom’s position regarding the Report
The Infocom’s position on Mr. Kazuhiko Fujita's affiliation history that ISS has not acknowledged
independence is as follows.
• The Bank of Tokyo, Ltd.(“the Bank of Tokyo”), where Mr. Kazuhiko Fujita belonged from April 1976 toJuly 1989, became MUFG in October 2005. Therefore Mr. Fujita has never been with MUFG. In addition,
we did not have any transactions with the Bank of Tokyo in the past.
• We assume that ISS judges the Bank of Tokyo to be our trading bank, but even in that case, it has been
30 years since Mr. Fujita has left the bank, and we consider it to be a sufficient look-back period.
• Mr. Fujita satisfies the conditions for an outside director specified in the Companies Act, and meets thecriteria for independence for independent directors set forth by Tokyo Stock Exchange, Inc. Please referto the notice of the 37th Ordinary General Meeting of Shareholders for the reason for making Mr. Fujita
a candidate for an Outside Director.
Based on above, we believe that Mr. Fujita is sufficiently independent for the position of an outside director,
and hence, the number of independent outside directors at the Company will be two. Accordingly, we believe it
fully appropriate that the Company’s top management, Mr. Norihiro Takehara, nominate candidates for directors.
Again, we sincerely ask that you carefully consider the exercise of voting rights for the proposal in question
upon reviewing our position stated above.
Note: The purpose of this document is to provide supplemental information regarding a proposal, separatelyfrom the reference documents for General Meeting of Shareholders provided in accordance with laws andordinances.