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 6, 2022
To Shareholders:
Shoji Tada
President and Representative Director
NIPPON SYSTEMWARE CO., LTD.
31-11, Sakuragaoka-cho, Shibuya-ku, TokyoNOTICE OF
THE 56th 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 56th Annual General Meeting of Shareholders (the “Meeting”) of
NIPPON SYSTEMWARE 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, etc. 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 21, 2022, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 22, 2022 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

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements for the Company’s 56th Fiscal Year (April 1, 2021 - March
31, 2022) and results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of 4 Directors (excluding Directors who are Audit & Supervisory
Proposal 2:
Committee Members)
Election of 4 Directors who are Audit & Supervisory Committee Members
Proposal 3:
Election of 1 Substitute Director who is an Audit & Supervisory Committee
Proposal 4:
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:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) Change of the trade name
Since its founding in 1966, the Company has expanded its business fields along with the evolution of IT.
Aspiring to make the leap to a new stage in line with the enhancement of its brand value and global expansion
in the future, the Company will change its trade name to NSW Inc. The change in Article 1 (Trade Name) of
the Articles of Incorporation shall come into effect on August 3, 2022 pursuant to the supplementary provisions,which will be deleted from the Articles of Incorporation on that date.
(2) Introduction of measures for electronic provision of the reference documents for the general meeting ofshareholders, etc.
The system for electronic provision of materials for general meetings of shareholders stipulated in theproviso to Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (ActNo. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introductionof the system for electronic provision of materials for general meetings of shareholders, etc., the Articles ofIncorporation of the Company shall be amended as follows.
1) The proposed Article 17, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
2) The proposed Article 17, Paragraph 2 establishes a provision to limit the scope of matters to be includedin the paper copy to be sent to shareholders who have requested it.
3) The provisions related to the internet disclosure and deemed provision of the reference documents forthe general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
(3) Other
From the perspective of constructive dialogue with its shareholders, the Company will not exclude thegeneral meeting of shareholders from the decision-making bodies for the dividend of surplus, etc. The change
in Article 42 of the Articles of Incorporation shall come into effect at the conclusion of the Meeting.
2. Details of amendments
The details of the amendments are as follows.

-2-(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Trade Name)
Article 1 The name of the Company shall be NIPPONSYSTEMWARE KABUSHIKI KAISHA and shall be written in
English as NIPPON SYSTEMWARE CO., LTD.

(Trade Name)
Article 1 The name of the Company shall be NSW
KABUSHIKI KAISHA and shall be written in English as NSW
Inc.

(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 17 The Company may, when convening a general
meeting of shareholders, deem that it has provided information toshareholders pertaining to matters to be described or indicated in
the reference documents for the general meeting of shareholders,business report, non-consolidated financial statements, andconsolidated financial statements, by disclosing such information
through the internet in accordance with the provisions provided
in the Ordinance of the Ministry of Justice.

<Deleted><Newly established>(Measures for Electronic Provision of Reference Documents for
the General Meeting of Shareholders, Etc.)
Article 17 The Company shall, when convening a general
meeting of shareholders, provide information contained in thereference documents for the general meeting of shareholders, etc.
electronically.
2. Among the matters to be provided electronically, theCompany may choose not to include all or part of the matters
stipulated in the Ordinance of the Ministry of Justice in the paper
copy to be sent to shareholders who have requested it by therecord date for voting rights.

(Decision-Making Body for Dividend of Surplus, Etc.)
Article 42 Unless otherwise provided by laws and regulations,the Company shall decide matters stipulated in each item of
Article 459, Paragraph 1 of the Companies Act, including thedividend of surplus, by a resolution of the Board of Directors
instead of a resolution of the general meeting of shareholders.

(Decision-Making Body for Dividend of Surplus, Etc.)
Article 42 Unless otherwise provided by laws and regulations,the Company may decide matters stipulated in each item of
Article 459, Paragraph 1 of the Companies Act, including thedividend of surplus, by a resolution of the Board of Directors.

Supplementary Provisions<Added to Item 2 >Supplementary Provisions
2
These provisions shall be amended on June 22, 2022.

<Newly established>

5 (1) Article 1 (Trade Name) of the Articles of Incorporation
shall come into effect on August 3, 2022.
(2) These supplementary provisions shall be deleted on the dateset forth in the preceding item.
6 (1) The deletion of Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) of the Articles of Incorporation
before amendments and the establishment of Article 17(Measures for Electronic Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of the Articles ofIncorporation after amendments shall come into effect on the dateof enforcement stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the “Effective Date”).
(2) Notwithstanding the provisions of the preceding item,
Article 17 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of Shareholders,Etc.) of the Articles of Incorporation before amendments shallremain in force up to the lapse of six months from the Effective
Date or the lapse of three months from the date of the last general
meeting of shareholders to be held within six months from the
Effective Date, whichever is later.
(3) These supplementary provisions shall be deleted on either ofthe dates set forth in the preceding item, whichever is later.

-3-

Proposal 2:

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

-4-

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)
316,620
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
Corporate Officer
April 2017
Deputy Executive General Manager, Product Solutions Group
Executive Corporate Officer
April 2018
Executive General Manager, Product Solutions Group
Chairman, NSW China Co., Ltd. (to present)
October 2019
Noriyuki Abe
Executive Corporate Officer and Member of the Board, theJune 2020
Company(March 5, 1965)
4,200
In charge of IT Solutions Group
Senior Executive Corporate Officer and Member of the Board
April 2022
[Re-election](to present)
Executive General Manager, Device Solutions Group (topresent)
In charge of Embedded 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 experience and a track record inoverall businesses of the Company. He has demonstrated his strong leadership in the device solutions business, which
provides design and 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.

-5-

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 and Compliance Department, Mizuho
January 2015
Information & Research Institute, Inc.
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.
(to present)
Senior Executive Corporate Officer and Member of the Board,
April 2022
the Company (to present)
Executive General Manager, Corporate Services Division (topresent)[Significant concurrent position]

Number ofshares of theCompany held

April 1987

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

1,200

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 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
May 2000in August 2001)
December 2001 Joined the Company
Corporate Officer
April 2018
Deputy Executive General Manager, Services Solutions Group
Daisuke Takemura
and General Manager, Business Innovation Division(December 26, 1977)
Executive Corporate Officer
1,200
June 2019
Executive General Manager, Services Solutions Group (to[Re-election]
present)
Corporate Officer and Member of the Board
June 2020
Executive Corporate Officer and Member of the Board (toApril 2022
present)
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
leadership in 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 track record in the IT solutions business 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.

(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 eventthat a 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. 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 thetime of renewal.

-6-Proposal 3:

Election of 4 Directors who are Audit & Supervisory Committee Members

The terms of office of all 4 Directors who are Audit & Supervisory Committee Members will expire at theconclusion of the Meeting. Accordingly, we propose the election of 4 Directors who are Audit & Supervisory
Committee Members.
If this Proposal is approved as originally proposed, the Company plans to register 3 out of 8 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

Current positions

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

Shigeru Sano

General Manager, Internal Auditing
Office——Mikio Koyano

Member of the Board, Audit &Supervisory Committee Member

7/7
7/7

Masayuki Masui

Member of the Board, Audit &Supervisory Committee Member

7/7
7/7

Naoko Ishii

Member of the Board, Audit &Supervisory Committee Member

7/7
7/7

Name

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

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1982
October 2003

Shigeru Sano
(October 25, 1959)

July 2005
April 2010

[Newly Nominated]
1

June 2015
July 2021

2

Joined NEC Corporation (Resigned from the company in
October 2015)
General Manager, Corporate Controller Division Administrator
Department
Senior Vice President, NEC (China) Co., Ltd.
Executive General Manager, Corporate Planning Management
Unit and Accounting Division, NEC Nexsolutions, Ltd.
Corporate Auditor, NEC Business Processing, Ltd. (presently,
NEC VALWAY, Ltd.)
Audit & Supervisory Board Member, NEC Solution Innovators,
Ltd.
Joined the Company
General Manager, Internal Auditing Office (to present)

Number ofshares of theCompany held—

[Reason for nomination]
Mr. Shigeru Sano has extensive knowledge in corporate management, finance and accounting accumulated throughoperational experience in his past career. He has also broad knowledge of this industry based on his years of experience andtrack record, as well as ability to audit appropriately based on his work experience as an auditor. The Company nominates
him as a candidate for Director who is Audit & Supervisory Committee Member as it was judged that he would be wellqualified for the position.
Joined Daiwa Securities Co. Ltd. (Resigned from the company
April 1985
in August 1996)
Registered as a certified public accountant
August 1988
September 1996 Representative, KOYANO C.P.A. OFFICE (to present)
Mikio Koyano
Corporate Auditor, the Company
June 2003(June 20, 1961)
Member of the Board
June 2008
Member of the Board, Audit & Supervisory Committee Member
June 2016(to present)[Re-election]—
Representative Partner, KOYANO TAX ACCOUNTANTS
January 2017
[Outside Director]
CORPORATION (to present)[Independent[Significant concurrent positions]
Director]
Representative, KOYANO C.P.A. OFFICE
External Auditor, XEBIO HOLDINGS CO., LTD.
Representative Partner, KOYANO TAX ACCOUNTANTS CORPORATION
External Auditor, Victoria Inc.
[Reason for nomination and expected roles as a candidate for Outside Director]
Although Mr. Mikio Koyano does not have experience in corporate management other than through being an outside
officer, he has expertise as a certified public accountant and experience gained through such career. The Company
nominates him as a candidate for Director who is Audit & Supervisory Committee Member (Outside Director) as he has
been playing an adequate role in supervision of management, as well as due to his standpoint independent from thebusiness executives of the Company.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities

Joined Mitsubishi Petrochemical Co., Ltd. (presently, Mitsubishi
Chemical Corporation)
Transferred to Ryoka Systems Inc. (presently, Mitsubishi
April 2004
Chemicals Systems, Inc.) (Resigned from the company in March2015)
Senior Manager, Sales Division 3, Sales Group
April
2005
Masayuki Masui
April
2011
Executive Officer, Deputy Chief Operation Officer, Sales(February 4, 1954)
Division
Joined TOKAI CARBON CO., LTD. (Resigned from the
March 2015
[Re-election]—company in March 2021)[Outside Director]
Senior General Manager[Independent
General Manager, Information System Department, Corporate
Director]
Administration Division
AdvisorMarch 2016
General Manager, Information System Department
Information System Department
March 2019
Member of the Board, Audit & Supervisory Committee Member,June 2019
the Company (to present)[Reason for nomination and expected roles as a candidate for Outside Director]
The Company nominates Mr. Masayuki Masui as a candidate for Director who is Audit & Supervisory Committee Member(Outside Director) as he has been utilizing his extensive experience and broad insight, which was gained through his career
including experience in corporate management in this industry, in the supervision of management, as well as due to his
standpoint independent from the business executives of the Company.
Registered as an Attorney at Law (Daini Tokyo Bar Association)
October 2004
Joined Sakaeda Law Office (Resigned from the firm in April
October 2004
2016)
Naoko Ishii
Auditor, The Open University of Japan (non-standing) (Resigned
October 2015
(January 11, 1978)
from the office in September 2021)
Joined ENISHI Law Office
May 2016
Partner (Resigned from the firm in September 2018)[Re-election]—
Joined Sakuradori Law Office
October 2018
[Outside Director]
Partner (to present)[Independent
Member of the Board, Audit & Supervisory Committee Member,June 2020
Director]
the Company (to present)[Significant concurrent position]
Partner, Sakuradori Law Office[Reason for nomination and expected roles as a candidate for Outside Director]
Although Ms. Naoko Ishii does not have experience in corporate management other than through being an outside officer,
she has an ability to see things from an objective perspective taking into account corporate society as a whole includinglaws and regulations based on her expertise and experience as a lawyer. The Company nominates her as a candidate for
Director who is Audit & Supervisory Committee Member (Outside Director) as she will continue to contribute to theenhancement of the function to supervise management, as well as due to her standpoint independent from the businessexecutives of the Company.
April 1972

3

4

Number ofshares of theCompany held

-9-(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 14 years at the conclusion of the Meeting and Member ofthe Board, Audit & Supervisory Committee Member (Outside Director) is 6 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 is 3 years at the conclusion of the Meeting. He has been registered as Independent Director prescribedby Tokyo Stock Exchange. If his reelection is approved, he is to continue serving as Independent Director.
6. Ms. Naoko Ishii is Member of the Board, Audit & Supervisory Committee Member (Outside Director) at present. Her
term of office is 2 years at the conclusion of the Meeting. She has been registered as Independent Director prescribed by
Tokyo Stock Exchange. If her reelection is approved, she is to continue serving as Independent Director.
7. Mr. Mikio Koyano, Mr. Masayuki Masui and Ms. Naoko Ishii 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 thesaid Act and the Articles of Incorporation of the Company. The maximum amount of liability under the agreement is theminimum liability amount set forth by Article 425, Paragraph 1 of the said Act. If their reelection is approved, theCompany will continue these liability limitation agreements with them.
8. 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. Mr. Mikio Koyano,
Mr. Masayuki Masui and Ms. Naoko Ishii, candidates for Directors who are Audit & Supervisory Committee Members,
have been already insured under the insurance agreement, and if their reelection is approved, they will become insured
under the same agreement. In addition, if the election of Mr. Shigeru Sano, a new candidate, is approved, he will be
included into the insured under the insurance agreement. The Company plans to renew the insurance policy with thesame contents at the time of renewal.

- 10 -

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

Name

Positions(planned)

Shoji Tada

President andRepresentative
Director

Noriyuki Abe

Yuzuru Suka

Executive
Corporate
Officer andMember of the
Board

Shigeru Sano

Member of theBoard, Audit& Supervisory
Committee
MemberMasayuki
Masui

Naoko Ishii

Member of theBoard, Audit& Supervisory
Committee
Member(Outside
Director)
Member of theBoard, Audit& Supervisory
Committee
Member(Outside
Director)
Member of theBoard, Audit& Supervisory
Committee
Member(Outside
Director)

DX andTechnology○

SeniorExecutive
Corporate
Officer andMember of the
Board
SeniorExecutive
Corporate
Officer andMember of the
Board

Daisuke
Takemura

Mikio Koyano

Independence

Corporate
Management
andManagement
Strategy○

Sales andMarketing

Legal Affairs
and RiskManagement

○
○

○

○
○

○

○

GlobalExperience

○

○

○

○

○

○

○

○

○

○

○

○

Industry
Knowledge

○

○
○

○

FinanceandAccounting

○

○

○

○

- 11 -

Proposal 4:

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

The validity of the election of the current Substitute Director who is an 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,
we propose the election of 1 Substitute Director who is Audit & Supervisory Committee Member.
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
September 2010 Lecturer, Department of Business Law, Graduate School of Law,
Aoyama Gakuin University
Tomoyuki Kimura
May 2011
Representative Director, Kimura Accounting Office Ltd.
(December 22, 1976)—
April 2013
Visiting Professor, Graduate School of Professional
Accountancy, Aoyama Gakuin University (to present)[Outside Director]
November 2017 Representative Director, KMC Consulting Co., Ltd. (to present)
January 2021
Representative Partner, KMC Partners Tax Corporation (topresent)[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 and expected roles as a candidate for Outside Director]
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
5. 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. If Mr. Tomoyuki Kimura assumes
the office of Director who is Audit & Supervisory Committee Member (Outside Director), he will be included into theinsured under the insurance agreement.

- 12 -