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 9, 2020
To Shareholders:
Shoji Tada
President and Representative Director
NIPPON SYSTEMWARE CO., LTD.
31-11, Sakuragaoka-cho, Shibuya-ku, TokyoNOTICE OF
THE 54th 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 54th 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 Wednesday, June 24, 2020, Japan time.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 at 10:00 a.m. Japan time(reception starts at 9:00 a.m.)
B2F Saffron, IVY HALL located at
4-25, Shibuya 4-chome, Shibuya-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements for the Company’s 54th Fiscal Year (April 1, 2019 - March
31, 2020) and results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:
Election of 4 Directors (excluding Directors who are Audit & Supervisory
Proposal 1:
Committee Members)
Election of 4 Directors who are Audit & Supervisory Committee Members
Proposal 2:
Election of 1 Substitute Director who is Audit & Supervisory Committee
Proposal 3:
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.
 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 1:

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

The terms of office of all 5 Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of the Meeting. The Company has decided to decrease the number of
Directors (excluding Directors who are Audit & Supervisory Committee Members) by 1 for flexible decision
making. 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) are
as follows:
List of candidates
No.

Name

Current positions

Attendance at theBoard of Directors
meetings

1[Re-election]

Shoji Tada

President andRepresentative Director

7/72[NewlyNominated]

Noriyuki Abe

Executive Corporate Officer—

3[Re-election]

Yuzuru Suka

Executive Corporate Officer
and Member of the Board(after assuming theoffice of Director)
5/5

4[NewlyNominated]

Daisuke Takemura

Executive Corporate Officer

—

-2-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
September 2002

1

2

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)
315,520
April 2009
Executive Vice President Corporate Officer and Member of the
Board[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 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
General Manager, System Logic Solution Department No.2,
April 2006
System Logic Technology Division
General Manager, Device Solutions Division, Product Solutions
April 2011
Group
Noriyuki Abe
Corporate Officer and Deputy Executive General Manager,
April 2017
(March 5, 1965)
Product Solutions Group
3,900
Executive Corporate Officer (to present)
April 2018
[Newly Nominated]
Executive General Manager, Product Solutions Group (topresent)
Chairman, NSW China Co., Ltd. (to present)
October 2019
[Significant concurrent position]
Chairman, NSW China Co., Ltd.
[Reason for nomination]
Mr. Noriyuki Abe assumed the position of Corporate Officer in April 2017 and Executive Corporate Officer in April 2018.
He has demonstrated his strong leadership in the Product Solutions Group, which engages in the development of embedded
software and devices. The Company nominates him as a candidate for the Company’s Director as it was judged that hewould be well qualified for the position based on his abundant experience and a track record in these business sectors.

-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]

Number ofshares of theCompany held

April 1987

[Re-election]
3—

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 in
the 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 company
May 2000in August 2001)
December 2001 Joined the Company
General Manager, Cloud Solutions Department, Platform
April 2011
Solutions Division, IT Solutions Group
Daisuke Takemura
General Manager, Business Innovation Division, IT Solutions
January
2015(December 26, 1977)
700
Group
Corporate Officer
April 2018
[Newly Nominated]
Deputy Executive General Manager, Services Solutions Groupand General Manager, Business Innovation Division
Executive Corporate Officer (to present)
June 2019
Executive General Manager, Services Solutions Group (topresent)[Reason for nomination]
Mr. Daisuke Takemura assumed the position of Corporate Officer in April 2018 and Executive Corporate Officer in June
2019. He has demonstrated his strong leadership in the Services Solutions Group, which engages in the roll-out of digitalsolutions and cloud infrastructure services 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 trackrecord in these business sectors.

-4-

(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.

-5-Proposal 2:

Election of 4 Directors who are Audit & Supervisory Committee Members

The terms of office of all 3 Directors who are Audit & Supervisory Committee Members will expire at theconclusion of the Meeting. The Company has decided to increase the number of Directors who are Audit &Supervisory Committee Members by 1 for the purpose of enhancing the function to supervise management.
Accordingly, the election of 4 Directors who are Audit & Supervisory Committee Members is proposed.
If this Proposal is approved as originally proposed, the Company plans to register three out of eight
Directors as Independent Directors prescribed by Tokyo Stock Exchange. As a result, more than one-third of
the Company’s Directors will become Independent Directors.
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.

1

2

3

4

Junji Eto

Member of the Board, Audit &Supervisory Committee Member

Attendance at theBoard of Directors
meetings
Attendance at the
Audit & Supervisory
Committee meetings
7/7
7/7

Mikio Koyano

Member of the Board, Audit &Supervisory Committee Member

6/7
6/7

Masayuki Masui

Member of the Board, Audit &Supervisory Committee Member(after assuming theoffice of Director)
5/5
5/5

Name

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

Current positions

Naoko Ishii

—

-6-

—

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1980
April 2004

Junji Eto
(January 10, 1958)[Re-election]
1

2

April 2009
April 2011
April 2014
April 2016
April 2018
June 2018

Joined NEC Corporation (Resigned from the company inJanuary 2014)
Supervising Manager, First Governmental Solutions Division,
1st Solutions Sales Operations Unit
Supervising Manager, First Governmental Solutions Division,
Governmental Solutions Operations Unit
Corporate Officer, the Company
General Manager, Sales Division, IT Solutions GroupIn charge of sales, IT Solutions GroupIn charge of particular customers, IT Solutions Group
Corporate Advisor
Member of the Board, Audit & Supervisory Committee Member(to present)

Number ofshares of theCompany held

2,400

[Reason for nomination]
Mr. Junji Eto assumed the position of Member of the Board and Audit & Supervisory Committee Member in June 2018. He
has broad knowledge of the industry based on his years of business experience and a track record at his previous occupation
and at the Company, along with ability to audit appropriately. The Company nominates him as a candidate for Director who
is Audit & Supervisory Committee Member as it was judged that he would be well qualified for the position.
April 1985
Joined Daiwa Securities Co. Ltd. (Resigned from the company
in August 1996)
August 1988
Registered as a certified public accountant
September 1996 Representative, Koyano Certified Public Accounting Office (topresent)
Mikio Koyano
June 2003
Corporate Auditor, the Company(June 20, 1961)
Member of the Board
June 2008
Member of the Board, Audit & Supervisory Committee Member
June 2016[Re-election]—(to present)[Outside Director]
January 2017
Representative, Koyano Certified Tax Accounting Office (to[Independent
present)
Director][Significant concurrent positions]Representative, Koyano Certified Public Accounting Office
External Auditor, XEBIO HOLDINGS CO., LTD.
External Auditor, Victoria Inc.
Representative, Koyano Certified Tax Accounting Office[Reason for nomination]
Although Mr. Mikio Koyano does not have experience in corporate management other than through being an outside
officer, the Company nominates him as a candidate for Director who is Audit & Supervisory Committee Member (Outside
Director) due to his standpoint independent from the business executives of the Company expecting that the Company’s
management may continue to benefit from his expertise as a certified public accountant and his experience gained throughsuch career.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1972
April 2004

3

Masayuki Masui(February 4, 1954)

April 2005
April 2011

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

March 2015

March 2016
March 2019
June 20194

Joined Mitsubishi Petrochemical Co., Ltd. (presently Mitsubishi
Chemical Corporation)
Transferred to Ryoka Systems Inc. (presently Mitsubishi
Chemicals Systems, Inc.) (Resigned from the company in March2015)
Senior Manager, Sales Division 3, Sales Group
Executive Officer, Deputy Chief Operation Officer, Sales
Division
Joined TOKAI CARBON CO., LTD.
Senior General Manager,
General Manager, Information System Department, Corporate
Administration Division
Advisor
General Manager, Information System Department
Information System Department (to present)
Member of the Board, Audit & Supervisory Committee Member,the Company (to present)

Number ofshares of theCompany held—

[Reason for nomination]
The Company nominates Mr. Masayuki Masui as a candidate for Director who is Audit & Supervisory Committee Member(Outside Director) due to his standpoint independent from the business executives of the Company and his extensive
experience and broad insight gained through his carrier including his experience in corporate management in this industry
expecting that the Company’s management may continue to benefit from his career.
October 2004
Registered as an Attorney at Law (Dai-ni Tokyo Bar
Association)
October 2004
Joined Sakaeda Law Office (Resigned from the firm in April
Naoko Ishii
2016)(January 11, 1978) October 2015
Auditor, The Open University of Japan (non-standing) (topresent)[Newly Nominated] May 2016—
Joined ENISHI Law Office[Outside Director]
Partner (Resigned from the firm in September 2018)[Independent
Joined Sakuradori Law Office
October 2018
Director]
Partner (to present)[Significant concurrent positions]
Partner, Sakuradori Law Office
Auditor, The Open University of Japan (non-standing)[Reason for nomination]
Although Ms. Naoko Ishii does not have experience in corporate management other than through being an outside officer,
the Company nominates her as a candidate for Director who is Audit & Supervisory Committee Member (Outside Director)
due to her standpoint independent from the business executives of the Company expecting that the Company’s management
may benefit from her expertise and experience as a lawyer as well as her ability to see things from an objective perspective
taking into account corporate society as a whole including laws and regulations.
(Notes)
1. Mr. Mikio Koyano, Mr. Masayuki Masui and Ms. Naoko Ishii are candidates for Members of the Board (Outside
Directors).
2. There are no special interests between each candidate and the Company.
3. Mr. Mikio Koyano is Member of the Board, Audit & Supervisory Committee Member (Outside Director) at present. His
term of office as Member of the Board (Outside Director) is 12 years at the conclusion of the Meeting and Member ofthe Board, Audit & Supervisory Committee Member (Outside Director) is 4 years at the conclusion of the Meeting. He
has been registered as Independent Director prescribed by Tokyo Stock Exchange. If his reelection is approved, he is tocontinue serving as Independent Director.
4. Mr. Mikio Koyano held the post of Outside Corporate Auditor of the Company from June 2003 to June 2008. His termof office was 5 years.
5. Mr. Masayuki Masui is Member of the Board, Audit & Supervisory Committee Member (Outside Director) at present.
His term of office as Member of the Board (Outside Director) and Member of the Board, Audit & Supervisory Committee
Member (Outside Director) is 1 year at the conclusion of the Meeting. He has been registered as Independent Director
prescribed by Tokyo Stock Exchange. If his reelection is approved, he is to continue serving as Independent Director.
6. If the election of Ms. Naoko Ishii is approved, the Company plans to register her with Tokyo Stock Exchange as
Independent Director prescribed by the exchange.

-8-

7.

Messrs. Mikio Koyano and Masayuki Masui have entered into agreements with the Company to limit their liability
prescribed in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the said Act andthe 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 Company willcontinue these liability limitation agreements with them. If the election of a new candidate, Ms. Naoko Ishii, is approved,
the Company will enter into the same agreement with her.

-9-

Proposal 3:

Election of 1 Substitute Director who is Audit & Supervisory Committee Member

The validity of the election of the current Substitute Director who is Audit & Supervisory Committee
Member expires at the commencement of the Meeting. In order to prepare for cases where a vacancy results
in a shortfall in the number of Directors who are Audit & Supervisory Committee Members prescribed by laws,
the election of 1 Substitute Director who is Audit & Supervisory Committee Member is proposed.
The submission of this Proposal has been approved by the Audit & Supervisory Committee.
The candidate for Substitute Director who is Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

May 2001

Joined Kimura Management Institute Ltd. (presently, Kimura
Accounting Office Ltd.)
January 2006
Joined Takeshi Kimura Tax Office (presently, KMC Partners
Tax Corporation)
March 2006
Registered as a tax accountant
July 2007
Representative Partner, KMC Partners Tax Corporation (topresent)
Tomoyuki Kimura September 2010 Lecturer, Department of Business Law, Graduate School of Law,
(December 22, 1976)
Aoyama Gakuin University—
May 2011
Representative Director, Kimura Accounting Office Ltd.
April 2013
Visiting Professor, Graduate School of Professional[Outside Director]
Accountancy, Aoyama Gakuin University (to present)
November 2017 Representative Director, KMC Consulting Co., Ltd. (to present)[Significant concurrent positions]Representative Partner, KMC Partners Tax Corporation
Visiting Professor, Graduate School of Professional Accountancy, Aoyama Gakuin
University
Representative Director, KMC Consulting Co., Ltd.
[Reason for nomination]
Mr. Tomoyuki Kimura has a considerable degree of knowledge in finance and accounting as a tax accountant. The
Company nominates him as a candidate for Substitute Director who is Audit & Supervisory Committee Member (Outside),
given his standpoint independent from the business executives of the Company.
(Notes)
1. Mr. Tomoyuki Kimura is a candidate for Substitute Director who is Audit & Supervisory Committee Member (Outside
Director).
2. There are no special interests between the candidate for Substitute Director who is Audit & Supervisory Committee
Member (Outside Director) and the Company.
3. If Mr. Tomoyuki Kimura assumes the office of Director who is Audit & Supervisory Committee Member (Outside), theCompany plans to register him with Tokyo Stock Exchange as Independent Director prescribed by the exchange.
4. If Mr. Tomoyuki Kimura assumes the office of Director who is Audit & Supervisory Committee Member (Outside), theCompany will enter into agreement with him to limit his 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 of liability under the agreement will be the minimum liability amount set forth by Article 425, Paragraph 1 ofthe said Act.

- 10 -