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 4, 2021
To Shareholders:
Shoji Tada
President and Representative Director
NIPPON SYSTEMWARE CO., LTD.

31-11, Sakuragaoka-cho, Shibuya-ku, TokyoNOTICE OFTHE 55th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified that 55th Annual General Meeting of Shareholders (the “Meeting”) of NIPPONSYSTEMWARE CO., LTD. (the “Company”) will be held for the purposes as described below.
Instead of attending the meeting in person, you can exercise your voting rights in advance in writing or via
the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights no later than 5:00 p.m. on Tuesday, June 22, 2021, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 23, 2021 at 10:00 a.m. Japan time(reception starts at 9:00 a.m.)
AOYAMA GRAND HALL
3F, 2-14-4 Kita-Aoyama, Minato-ku, Tokyo
Please note that this year’s Meeting will be held at a place different from where
the Meeting took place last year.

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements for the Company’s 55th Fiscal Year (April 1, 2020 - March31, 2021) and results of audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:
Proposal:
Election of 4 Directors (excluding Directors who are Audit & SupervisoryCommittee Members)~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~



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.
Should the operation of the Meeting needs to be changed significantly or should the Reference
Documents for the General Meeting of Shareholders, the Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements require revisions, measures taken to the changes ofthe operation of the Meeting, and the revised versions of the documents will be posted on the Company’s
website (https://www.nsw.co.jp).

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

Election of 4 Directors (excluding Directors who are Audit & Supervisory CommitteeMembers)

The terms of office of all 4 Directors (excluding Directors who are Audit & Supervisory CommitteeMembers) will expire at the conclusion of the Meeting. Accordingly, we propose the election of 4 Directors(excluding Directors who are Audit & Supervisory Committee Members) is proposed.
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) areas follows:
List of candidates
No.

NameCurrent positions

Attendance at theBoard of Directors
meetings

1[Re-election]

Shoji Tada

President andRepresentative Director

2[Re-election]

Noriyuki Abe

Executive Corporate Officer
and Member of the Board(after assuming theoffice of Director)
6/63[Re-election]

Yuzuru Suka

Executive Corporate Officer
and Member of the Board

7/7

4[Re-election]

Daisuke Takemura

Corporate Officer
and Member of the Board(after assuming theoffice of Director)
6/6-2-

7/7

No.

Name(Date of birth)

Career summary, positions and responsibilities
September 2002

12

Number ofshares of theCompany held

President and Representative Director, NSW SALES CO., LTD.
(presently, NSW Techno Services Co., Ltd.) (Resigned from theoffice in March 2009)
June 2004
Member of the Board, the Company
June 2006
Executive Managing Director
April 2007
Member of the Board
Shoji Tada
April 2008
President and Representative Director(May 14, 1969)
316,120
April 2009
Executive Vice President Corporate Officer and Member of theBoard[Re-election]
April 2013
President and Representative Director (to present)
November 2015 President and Representative Director, NSW Techno Services
Co., Ltd. (Resigned from the office in March 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 RepresentativeDirector, 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 ofthe management would be optimal for the Company.
Joined the Company
April 1987
General Manager, System Logic Solution Department No.2,April 2006
System Logic Technology DivisionCorporate Officer and Deputy Executive General Manager,April 2017
Product Solutions Group
Noriyuki Abe
Executive Corporate OfficerApril 2018
(March 5, 1965)
Executive General Manager, Product Solutions Group (to4,000present)
Chairman, NSW China Co., Ltd. (to present)
October 2019
[Re-election]
Executive Corporate Officer and Member of the Board, theJune 2020
Company (to present)
In charge of IT Solutions Group (to present)[Significant concurrent position]
Chairman, NSW China Co., Ltd.
[Reason for nomination]
Mr. Noriyuki Abe assumed the position of Member of the Board in June 2020. He has demonstrated his strong leadershipin the Product Solutions Group, which engages in the embedded and device development businesses. He also has abundant
experience and a track record in the IT solutions Group 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 hewould be well qualified for the position.

-3-No.

Name(Date of birth)

Career summary, positions and responsibilities

Yuzuru Suka
(July 28, 1963)

Joined The Fuji Bank, Limited (presently, Mizuho Bank, Ltd.)(Resigned from the bank in July 2018)
Branch Manager, Toride Branch
July 2008
Deputy General Manager, Corporate Planning Department,May 2010
Mizuho Information & Research Institute, Inc.
General Manager, Legal and Compliance Department
January 2015
December 2017 Seconded to the Company
August 2018
Corporate Officer
General Manager, General Affairs & Human Resources
Department
General Manager, General Affairs & Human Resources
April 2019
Department, in charge of Planning Department
Executive Corporate Officer and Member of the Board (toJune 2019present)
General Manager, General Affairs & Human Resources
Department, in charge of Planning Department and General
Accounting Department
Executive General Manager, Corporate Division (to present)
April 2020
President and Representative Director, NSW WITH CO., LTD.
(to present)[Significant concurrent position]
April 1987

[Re-election]
3

Number ofshares of theCompany held

1,100

President and Representative Director, NSW WITH CO., LTD.

4

[Reason for nomination]
Mr. Yuzuru Suka assumed the position of Member of the Board in June 2019. He has demonstrated his strong leadership inthe Corporate Division as an administrative division of the Company. The Company nominates him as a candidate for theCompany’s Director as it was judged that he would be well qualified for the position responsible for controlling the overall
administration divisions of the Company based on his extensive knowledge in finance, accounting and risk management
accumulated through his prior experiences.
Joined K.K. Digital Headquarters (Resigned from the companyMay 2000
in August 2001)
December 2001 Joined the Company
General Manager, Business Innovation Division, IT Solutions
January 2015
Daisuke TakemuraGroup(December 26, 1977) April 2018
Corporate Officer
900
Deputy Executive General Manager, Services Solutions Groupand General Manager, Business Innovation Division[Re-election]
Executive Corporate Officer
June 2019
Executive General Manager, Services Solutions Group (topresent)
Corporate Officer and Member of the Board (to present)
June 2020[Reason for nomination]
Mr. Daisuke Takemura assumed the position of Member of the Board in June 2020. He has demonstrated his strong
leadership in the Services Solutions Group, which engages in the roll-out of digital solutions and cloud infrastructureservices businesses. 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 experience and a track record in these business sectors.

-4-

(Notes)1.
2.

3.

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.
There are no special interests between the candidates except Mr. Shoji Tada and the Company.
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 eventthat a claim for damages is made against the insured due to an execution of their duties. However, there are certainexemptions from liability, such as in case of an intentional act, providing illegal private benefits, or a criminal act. Eachcandidate has been already insured under the insurance agreement, and if their reelection is approved, they will become
insured under the same agreement. The Company plans to renew the insurance policy with the same contents at the timeof renewal.

-5-