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 5, 2023
(Date of commencement of electronic provision measures: May 30, 2023)
To Shareholders:
Shoji Tada
President and Representative Director
NSW Inc.
31-11, Sakuragaoka-cho, Shibuya-ku, TokyoNOTICE OF
THE 57th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 57th Annual General Meeting of Shareholders (the “Meeting”) of NSW
Inc. (the “Company”) will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following respective websites. Please access either of the following
websites to review the information.
The Company’s website: https://www.nsw.co.jp/ir/finance/fi_soukai.html
Tokyo Stock Exchange (TSE) website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please enter the issue name “NSW” or our securities code “9739” and click on “Search,” then “Basicinformation,” and select “Documents for public inspection/PR information.”
Instead of attending the meeting in person, you can exercise your voting rights in advance in writing or via
the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders included inmatters subject to the electronic provision measures and exercise your voting rights no later than 5:00 p.m. on
Tuesday, June 20, 2023, Japan time.
Wednesday, June 21, 2023 at 10:00 a.m. Japan time
1. Date and Time:(Reception starts at 9:30 a.m.)
AOYAMA GRAND HALL
2. Place:
3F, 2-14-4 Kita-Aoyama, Minato-ku, Tokyo
3. Meeting Agenda:
Matters to be reported: The Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements for the Company’s 57th Fiscal Year (April 1, 2022 - March31, 2023) and results of audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:
Proposal 1:
Election of 4 Directors (excluding Directors who are Audit & Supervisory
Committee Members)
Proposal 2:
Election of 1 Director who is Audit & Supervisory Committee 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.
 If any amendments are made to matters subject to the electronic provision measures, such amendments
will be posted on the respective websites where the matters are posted.

-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 4 Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of the Meeting. Accordingly, we propose the election of 4 Directors(excluding Directors who are Audit & Supervisory Committee Members).
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[Re-election]

Noriyuki Abe

Senior Executive Corporate Officer
and Member of the Board

7/7

3[Re-election]

Yuzuru Suka

Senior Executive Corporate Officer
and Member of the Board

7/7

4[Re-election]

Daisuke Takemura

Executive Corporate Officer
and Member of the Board

7/7-2-No.

12Name(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

September 2002 President and Representative Director, NSW SALES CO., LTD.
(presently, NSS Inc.) (Resigned from the office in March 2009)
June 2004
Member of the Board, the Company
June 2006
Executive Managing Director
April 2007Member of the Board
April 2008
President and Representative Director
Shoji Tada
April 2009
Executive Vice President Corporate Officer and Member of the(May 14, 1969)
317,220
Board
April 2013
President and Representative Director (to present)[Re-election]
November 2015 President and Representative Director, NSW Techno Services
CO., LTD. (presently, NSS Inc.) (Resigned from the office inMarch 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 ofthe management would be optimal for the Company.
Joined the Company
April 1987
Corporate Officer
April 2017
Deputy Executive General Manager, Product Solutions Group
Executive Corporate Officer
April 2018
Executive General Manager, Product Solutions Group
Noriyuki Abe
Chairman, NSW China Co., Ltd. (Resigned from the office inOctober 2019
(March 5, 1965)
March 2023)
4,300
Executive Corporate Officer and Member of the Board, theJune 2020
Company[Re-election]
In charge of IT Solutions Group
Senior Executive Corporate Officer and Member of the Board (toApril 2022present)
Executive General Manager, Device Solutions Group (to present)
In charge of Embedded Solutions Group (to present)[Reason for nomination]
Mr. Noriyuki Abe assumed the position of Member of the Board in June 2020. He has experience and a track record in overallbusinesses of the Company. He has demonstrated his strong leadership in the device solutions business, which provides designand development of hardware systems as well as LSIs for large-scale systems. 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.

-3-No.

Name(Date of birth)

Career summary, positions and responsibilities
Joined The Fuji Bank, Limited (presently, Mizuho Bank, Ltd.)(Resigned from the bank in July 2018)
General Manager, Legal & Compliance Department, Mizuho
January 2015
Information & Research Institute, Inc. (presently, Mizuho
Research & Technologies, Ltd.)
December 2017 Seconded to the Company
August 2018
Corporate Officer
General Manager, General Affairs & Human Resources
Department
Executive Corporate Officer and Member of the Board
June 2019
General Manager, General Affairs & Human Resources
Department, in charge of Planning Department and General
Accounting Department
Executive General Manager, Corporate Division
April 2020
President and Representative Director, NSW WITH CO., LTD.
(presently, NSA Inc.) (to present)
Senior Executive Corporate Officer and Member of the Board, theApril 2022
Company (to present)
Executive General Manager, Corporate Services Division (topresent)
General Manager, Planning Department (to present)
July 2022

Number ofshares of theCompany heldApril 1987

Yuzuru Suka
(July 28, 1963)[Re-election]3April 2023

1,300

General Manager, General Accounting Department (to present)[Significant concurrent position]
President and Representative Director, NSA Inc.

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 Services Division as an administrative division of the Company. 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 knowledge
in corporate management, finance, accounting and risk management accumulated through his prior experiences.
Joined K.K. Digital Headquarters (Resigned from the company inMay 2000
August 2001)
December 2001 Joined the Company
Corporate Officer
Daisuke Takemura April 2018
Deputy Executive General Manager, Services Solutions Group and(December 26, 1977)
General Manager, Business Innovation Division
1,700
Executive Corporate Officer
June 2019[Re-election]
Executive General Manager, Services Solutions Group (to present)
Corporate Officer and Member of the Board
June 2020
Executive Corporate Officer and Member of the Board (to present)
April 2022
In charge of Enterprise Solutions Group (to present)[Reason for nomination]
Mr. Daisuke Takemura assumed the position of Member of the Board in June 2020. He has demonstrated his strong leadershipin the services solutions business that provides services such as IoT and AI services, which are technologies supporting DX,
and comprehensive management services via the Company’s own data center. He also has abundant experience and a trackrecord in the enterprise solutions business that provides development, construction and operation of systems for variousindustries. The Company nominates him as a candidate for the Company’s Director as it was judged that he would be wellqualified for the position.

(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.
3. 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 event thata claim for damages is made against the insured due to an execution of their duties. However, there are certain exemptions
from liability, such as in case of an intentional act, providing illegal private benefits, or a criminal act. Each candidate
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 time ofrenewal.

-4-Proposal 2:

Election of 1 Director who is Audit & Supervisory Committee Member

Director who is Audit & Supervisory Committee Member, Mr. Mikio Koyano, will resign from the position
due to retirement at the conclusion of the Meeting.
Accordingly, the election of 1 Director who is Audit & Supervisory Committee Member is proposed.
Director who is Audit & Supervisory Committee Member, Ms. Miyuki Yamaguchi, is elected as a substitutefor Director who is Audit & Supervisory Committee Member, Mr. Mikio Koyano. Accordingly, her term ofoffice will be the remainder of the term of office of the retiring Director who is Audit & Supervisory Committee
as stipulated in the Articles of Incorporation of the Company.
The submission of this Proposal has been approved by the Audit & Supervisory Committee.
The candidate for 1 Director who is Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

Joined Century Audit Corporation (presently, KPMG AZSALLC)(Resigned from the office in March 1998)
Miyuki Yamaguchi
Joined KOYANO C.P.A. OFFICE (to present)(September 15, 1973) April 1998
Registered as a certified public accountant
April 2001
Registered as a certified public tax accountant[Newly Nominated] May 2016
–Partner, KOYANO TAX ACCOUNTANTS CORPORATION
January 2017
[Outside Director](to present)[IndependentAuditor, Shurei-kai Association (part-time) (to present)
July2020
Director][Significant concurrent positions]
Partner, KOYANO TAX ACCOUNTANTS CORPORATION
Auditor, Shurei-kai Association (part-time)[Reason for nomination and expected roles as a candidate for Outside Director]
Although Ms. Miyuki Yamaguchi does not have experience in corporate management other than through being an outsideofficer, she has expertise as a certified public accountant and experience gained through such career. The Company nominates
her as a candidate for Director who is Audit & Supervisory Committee Member (Outside Director), expecting that theCompany may benefit from her expertise and experience, in supervision of management, as well as due to her standpoint
independent from the business executives of the Company.
October 1996

(Notes)
1.
2.

3.

4.

There are no special interests between the candidate and the Company.
Ms. Miyuki Yamaguchi is a candidate for Outside Director and if she is elected as originally proposed, the Company
plans to register her with Tokyo Stock Exchange as Independent Director prescribed by the exchange.
If Ms. Miyuki Yamaguchi as a candidate for Outside Director is elected as originally proposed, the Company will enter
into agreement with her to limit her liability prescribed in Article 423, Paragraph 1 of the Companies Act, pursuant toArticle 427, Paragraph 1 of the said Act and the Articles of Incorporation of the Company. The maximum amount ofliability under the agreement will be the minimum liability amount set forth by Article 425, Paragraph 1 of the said Act.
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 event thata claim for damages is made against the insured due to an execution of their duties. However, there are certain exemptions
from liability, such as in case of an intentional act, providing illegal private benefits, or a criminal act. In addition, if Ms.
Miyuki Yamaguchi, a new candidate, is elected as originally proposed, she will be included into the insured under theinsurance agreement. The Company plans to renew the insurance policy with the same contents at the time of renewal.

-5-<Reference> Composition and Skills Matrix of the Board of Directors after the Election

NamePositions(planned)

Shoji Tada

President andRepresentative
Director

Noriyuki Abe

Yuzuru Suka

Executive
Corporate
Officer andMember of theBoard

Shigeru Sano

Member of theBoard, Audit& Supervisory
Committee
MemberNaoko Ishii

Miyuki
Yamaguchi

Member of theBoard, Audit& Supervisory
Committee
Member(OutsideDirector)
Member of theBoard, Audit& Supervisory
Committee
Member(OutsideDirector)
Member of theBoard, Audit& Supervisory
Committee
Member(OutsideDirector)

DX andTechnology○Senior
Executive
Corporate
Officer andMember of the
Board
SeniorExecutive
Corporate
Officer andMember of the
Board

Daisuke
Takemura

Masayuki
Masui

Independence

Corporate
ManagementandManagement
Strategy○

Sales andMarketing

Legal Affairs
and RiskManagement

FinanceandAccounting

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-6-

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Industry
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