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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Security Code 9739)
June 6, 2019
To Shareholders:
Shoji Tada
President and Representative Director
NIPPON SYSTEMWARE CO., LTD.
31-11, Sakuragaoka-cho, Shibuya-ku, TokyoNOTICE OFTHE 53rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 53rd Annual General Meeting of Shareholders (the “Meeting”) ofNIPPON SYSTEMWARE CO., LTD. (the “Company”). The meeting will be held for the purposes as
described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights no later than 5:00 p.m. on Tuesday, June 25, 2019, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 26, 2019 at 10:00 a.m. Japan time(reception starts at 9:00 a.m.)
B2F Saffron, IVY HALL located at4-25, 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 53rd Fiscal Year (April 1, 2018 - March31, 2019) and results of audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:
Election of 5 Directors (excluding Directors who are Audit & Supervisory
Proposal 1:Committee Members)
Election of 1 Director who is Audit & Supervisory Committee Member
Proposal 2:~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
 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 Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions 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 5 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. To strengthen our business management structure,
we intend to increase the number of Directors by 1 and propose the election of 5 Directors (excludingDirectors 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

1[Re-election]

Shoji Tada

2[Re-election]

Susumu Oota

3

[Re-election]

Seiichi Koseki

45[NewlyNominated][NewlyNominated]

Satoshi Nagasyou
Yuzuru Suka

President andRepresentative Director
Senior Executive Corporate Officer
and Member of the Board
Executive Corporate Officer
and Member of the Board

Attendance at theBoard of Directors
meetings
8/8
8/8
8/8

Executive Corporate Officer—Corporate Officer—-2-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.)
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)
April 2009
Executive Vice President Corporate Officer and Member of the315,020
Board[Re-election]
April 2013
President and Representative Director (to present)
November 2015 President and Representative Director, NSW Techno Services
Co., Ltd.
[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 Business Computing Center Co., Ltd. (predecessor of theMarch 1978Company)
Deputy Executive General Manager, Solutions Group
April 2004
Corporate Officer
April 2007
Executive General Manager, Embedded Technology Group
Susumu Oota
Executive Corporate Officer
April 2008
(February 27, 1956)
Executive Corporate Officer and Member of the Board2,800June 2009
Chairman, NSW China Co., Ltd.
April 2010
[Re-election]
Senior Executive Corporate Officer and Member of the Board,
April 2015
the Company (to present)
Executive General Manager, IT Solutions GroupIn charge of IT Solutions Group and Services Solutions Group
April 2018
(to present)[Reason for nomination]
Mr. Susumu Oota assumed the position of Member of the Board in June 2009, and has extensive experience and a trackrecord in the IT Solutions Group and Services Solutions Group, which engage in the development, construction andoperation of systems for various industry sectors and data center operation. The Company nominates him as a candidate for
the Company’s Director as it was judged that he would be well qualified for supervising these business sectors.

-3-No.

Name(Date of birth)

Career summary, positions and responsibilities
March 1979

Seiichi Koseki(December 14, 1957)[Re-election]
3

April 2000
April 2001
April 2007
April 2009
April 2012
April 2015
June 2015
April 2018

4

Joined Business Computing Center Co., Ltd. (predecessor of theCompany)
Deputy Executive General Manager, Hardware Group
Corporate Officer
Deputy Executive General Manager, System Logic Technology
Group
Corporate Officer
Executive Corporate Officer
Executive General Manager, Product Solutions GroupExecutive Corporate Officer and Member of the Board (topresent)
In charge of Product Solutions Group (to present)

Number ofshares of theCompany held

6,300

[Reason for nomination]
Mr. Seiichi Koseki assumed the position of Member of the Board in June 2015, and has extensive experience and a trackrecord 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 he would be well qualified forsupervising these business sectors.
Joined the CompanyApril 1985
General Manager, Business Systems Solution Department,April 2007
Solution DivisionDecember 2007 Joined Axis Soft Co., Ltd.
Director and Executive General Manager, Solutions Group
June 2008
Satoshi Nagasyou
Join the CompanyJanuary2012(December 20, 1961)
600
General Manager, Business Solutions Division, IT Solutions
April 2014
Group
[Newly Nominated]
Corporate Officer
April 2017
Deputy Executive General Manager, IT Solutions Group,
General Manager, Business Solutions Division
Executive Corporate Officer (to present)
April 2018
Executive General Manager, IT Solutions Group (to present)[Reason for nomination]
Mr. Satoshi Nagasyou assumed the position of Corporate Officer in April 2017 and Executive Corporate Officer in April
2018. He has demonstrated his strong leadership in the IT Solutions Group, which engages in the development,
construction and operation of systems for various industry sectors. The Company nominates him as a candidate for theCompany’s Director as it was judged that he would be well qualified for the position based on his extensive experience anda track record in these business sectors.

-4-No.

Name(Date of birth)

Career summary, positions and responsibilities
April 1987
February 2003
July 2008
May 2010

Yuzuru Suka(July 28, 1963)[Newly Nominated]

January 2015
December 2017
August 20185April 2019

Joined The Fuji Bank, Limited (presently, Mizuho Bank, Ltd.)
Deputy Branch Manager, Inaricho Branch
Branch Manager, Toride Branch
Deputy General Manager, Corporate Planning Department,
Mizuho Information & Research Institute, Inc.
General Manager, Legal and Compliance Department
Seconded to the Company
Corporate Officer (to present)
General Manager, General Affairs & Human Resources
Department
General Manager, General Affairs & Human Resources
Department, in charge of Planning Department (to present)

Number ofshares of theCompany held—[Reason for nomination]
Mr. Yuzuru Suka assumed the position of Corporate Officer in August 2018, and is in charge of the administrative
divisions of the Company. 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 extensive knowledge in finance, accounting and risk management
accumulated through his prior experiences.
(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 1 Director who is Audit & Supervisory Committee Member

Director who is Audit & Supervisory Committee Member, Mr. Konosuke Kashima, will resign from theposition due to retirement at the conclusion of the Meeting. Accordingly, the election of 1 Director who isAudit & Supervisory Committee Member is proposed.
Director who is Audit & Supervisory Committee Member, Mr. Masayuki Masui, is nominated as a
candidate substitute for Director who is Audit & Supervisory Committee Member, Mr. Konosuke Kashima.
Accordingly his term of office will be the remainder of the term of office of the retiring Director who isAudit & 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 an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions and responsibilities
April 1972
April 2004

Masayuki Masui(February 4, 1954)[Newly Nominated][Outside Director][IndependentDirector]

April 2005
April 2011
March 2015

March 2016

Joined Mitsubishi Petrochemical Co., Ltd. (presently Mitsubishi
Chemical Corporation)
Transferred to Ryoka Systems Inc. (presently Mitsubishi
Chemicals Systems, Inc.)
Senior Manager, Sales Division 3, Sales Group
Executive Officer, Deputy Chief Operation Officer, SalesDivision
Joined TOKAI CARBON CO., LTD.
Senior General Manager,General Manager, Information System Department, Corporate
Administration Division
Advisor (to present)
General Manager, Information System Department
Information System Department (to present)

Number ofshares of theCompany held—March 2019
[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
and expecting that the Company’s management may benefit from his career.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Masayuki Masui is a candidate for Member of the Board (Outside Director). The Company plans to register him
as Independent Director prescribed by Tokyo Stock Exchange if he is elected as proposed.
3. If election of Mr. Masayuki Masui as Member of the Board (Outside Director) is approved, the Company will enter
into agreement with him to limit his 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 saidAct.

-6-