This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. TheCompany assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 4333
June 5, 2024
Electronic provision measures commencement date: May 29, 2024
To Shareholders with Voting Rights:
Tomoyasu Kosaka
President
Representative Director
TOHO SYSTEM SCIENCE CO., LTD.
1-12-14 Koishikawa, Bunkyo-ku,Tokyo, JapanNOTICE OF
THE 53rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 53rd Annual General Meeting of Shareholders of TOHO SYSTEMSCIENCE CO., LTD. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision of information to be included in the Reference Documents for the General Meeting ofShareholders (matters to be provided electronically), and such matters to be provided electronically areposted on the Company’s website (in Japanese) on the Internet as “NOTICE OF THE 53rd ANNUAL
GENERAL MEETING OF SHAREHOLDERS.”The Company’s website: https://www.tss.co.jp/ir/tabid/554/Default.aspx
In addition to the above, matters to be provided electronically are also posted on the website of Tokyo
Stock Exchange. If you intend to view the information on this website, please access the Tokyo Stock
Exchange website shown below, search by entering “TOHO SYSTEM SCIENCE” in the “Issue name(company name)” field, or the Company’s securities code “4333” in the “Code” field, select “Basicinformation” and “Documents for public inspection/PR information” in this order, and view theinformation provided below [Notice of General Shareholders Meeting /Informational Materials for aGeneral Shareholders Meeting] under “Filed information available for public inspection.”
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
In order to exercise voting rights, please review the Reference Documents for the General
Meeting of Shareholders described in matters to be provided electronically and exercise no later
than 5:30 p.m. on Thursday, June 20, 2024, Japan time.

-1-1. Date and Time:

Friday, June 21, 2024 at 10:00 a.m. Japan time

2. Place:

Houou Banquet Room, 4th Floor, Arcadia Ichigaya, Shigaku Kaikan,
4-2-25 Kudankita, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report and Non-consolidated Financial Statements for theCompany’s 53rd Fiscal Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

1.
2.

Should matters to be provided electronically require revisions, the revisions will be posted on eachof the websites on which these matters are posted.
If you attend the meeting on the day of the meeting, you are kindly requested to present the enclosed
voting rights exercise form at the reception desk at the meeting venue.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of its important management
initiatives, and to this end, upholds a basic policy of maintaining stable dividend distribution andallocating appropriate return of profits in line with its business performance.
After taking various factors into consideration, including its profit level and financial condition for thefiscal year under review, the Company proposes as follows:
Matters concerning year-end dividend
1

Matters concerning the allotment of dividend property to shareholders and the total amount¥20 per common share of the Company
Total amount: ¥365,007,600
As the Company already paid an interim dividend of ¥20 per share in December 2023, theannual dividend will be ¥40 per share.

2

Effective date of distribution of surplus
June 24, 2024-3-Proposal 2:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of seven (7) Directors.
The candidates for Director are as follows:

No.

Current positionsin the Company

Name

President

Attendanceat the Boardof Directors
meetings
100%(18/18)

1

Tomoyasu Kosaka[Reappointment]

2

Kazuhisa Sasanuma[Reappointment]

Director

100%(18/18)

3

Masayo Sunaga[Reappointment]

Director100%(14/14)

4Kazuhiko Watanabe[Reappointment]

Director94%(17/18)

5Shinichi Nakamori[Reappointment][Outside][Independent]

Director100%(18/18)

6

Toshiya Yanase[Reappointment][Outside][Independent]

Director100%(18/18)Hiroyuki Morita[New appointment][Outside][Independent]

-

7-4-

Representative Director

-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989
April 2007
April 201012

Number ofshares of theCompany held

Joined the Company
Manager, IT Promotion Department
General Manager, Division V; Manager, IT
Promotion Department
April 2011
Executive Officer; General Manager, Division
Tomoyasu Kosaka
VI; Manager, IT Solution Department III(January 22, 1966)
152,034
April 2015
Managing Executive Officer; General Manager,Business Supervisory Division I[Reappointment]
April 2016
Senior Managing Executive Officer; General
Manager, Sales & Development Headquarters
June 2016
Director
April 2018
President
Representative Director (current position)[Reason for nomination as candidate for Director]
Serving as President and Representative Director of the Company since 2018, Mr. Tomoyasu Kosaka
has led the Company toward formulating and achieving a management vision for business growth with hisstrong leadership, while managing the Company in an accurate, fair and efficient manner, utilizing hisexperience and track record of supervising sales and development divisions. In particular, he has beenworking on building an earning base through a business process change and business model transformation
originating from the value provided to society through the acceleration of DX. He has also been engaged inpromotion of Diversity, Equity & Inclusion as chairperson of the Sustainability Committee as well as
M&A, corporate governance reform, etc. We have judged that he can be expected to successfully lead theCompany to continuous growth with his deep insight and broad knowledge regarding business operations,and promote high-quality discussions at the Board of Directors and the strengthening of its supervisory
function. We have thus renominated him as a candidate for Director.
April 1992
Joined the Company
April 2011
Manager, IT Solution Department IV
April 2016
General Manager, Division III; Manager, IT
Solution Department II
April 2017
Executive Officer; General Manager, Division
III; Director of New Technology ResearchOffice
April 2018
Executive Officer; General Manager, Division
IV; Director of Advanced Technology
Kazuhisa Sasanuma
Development Office(September 26, 1970)
40,706
April 2019
Executive Officer; Director of Project
Innovation Office[Reappointment]
April 2020
Executive Officer; General Manager, DivisionVI
October 2020
Executive Officer; Deputy General Manager,
Sales & Development Headquarters; GeneralManager, Division VI
April 2021
Managing Executive Officer; General Manager,
Sales & Development Headquarters (currentposition)
June 2022
Director (current position)[Reason for nomination as candidate for Director]
Serving as General Manager of Sales & Development Headquarters since 2021, Mr. Kazuhisa
Sasanuma has led the Company’s sales and development divisions with his strong leadership andcontrol ability. He is knowledgeable about new and advanced technologies, promotes businessportfolio reform by accurately identifying social conditions. He is also highly skilled in project
management and has been demonstrating his abilities toward improving corporate performance. In-5-No.

Number ofshares of theCompany heldaddition, he serves as a member of the Sustainability Committee and promotes Diversity, Equity &Inclusion. We have judged that, for the Company's sustainable growth, he can be expected to contribute tohigh-quality discussions at the Board of Directors and the strengthening of its supervisory function, andthus have renominated him as a candidate for Director.
Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions-6-No.

Name(Date of birth)

4

April 1992
April 2012
April 2018
April 2023

Number ofshares of theCompany held

Joined the CompanyManager, System Solution Department VI
20,882
Executive Officer; General Manager, Division II
Executive Officer; General Manager,[Reappointment]
Administration Headquarters
June 2023
Director (current position)
April 2024
Managing Executive Officer; General Manager,
Corporate Planning Headquarters; Manager,
Corporate Planning Department (currentposition)[Reason for nomination as candidate for Director]
Serving as Executive Officer since 2018 and also as Division General Manager, Ms. Masayo Sunaga
has been also demonstrating her ability in improving quality and productivity and resolving issues inproject development of the Company. In addition, as General Manager of Administration Headquarters,
she is in charge of financial closing and disclosure operations etc., and has abundant knowledge of finance,accounting and compliance, and has demonstrated strong leadership and control ability in building a soundearning base through monitoring based on appropriate and legally compliant practices. She also serves as amember of the Company’s Sustainability Committee and promotes Diversity, Equity and Inclusion. We
have judged that, as a Director who possesses extensive experience of business operations and a high levelof ability to spread and promote a corporate culture that respects diversity, she can be expected tocontribute to high-quality discussions at the Board of Directors and the strengthening of its supervisory
function. We have thus renominated her as a candidate for Director.
April 1967
Joined Toho Mutual Life Insurance Company
April 1996
Advisor, the CompanyJune 1996
President
Representative Director
October 1999
President, Representative Director, TSS Data
Service, Co., Ltd.
June 2000
Chairman, Representative Director
Kazuhiko Watanabe
June 2002
CEO, the Company(May 4, 1944)
639,270
June 2002
President, Representative Director, TSS Data
Service, Co., Ltd.
[Reappointment]
April 2006
Chairman
Representative Director, the Company
April 2006
Chairman, Representative Director, TSS Data
Service, Co., Ltd.
April 2009
Director, Instechno Co., Ltd.
April 2011
Director; Counselor, the Company
April 2018
Director (current position)[Reason for nomination as candidate for Director]
Mr. Kazuhiko Watanabe served as President and Representative Director, and Chairman andRepresentative Director of the Company, and has abundant experience and track record as a corporate
manager. Based on his broad experience and deep insight, he is providing advice on the overallmanagement. We have judged that his precise perspective backed by his track record will be leveraged for
management, and thus have renominated him as a candidate for Director.
Masayo Sunaga(January 4, 1970)

3

Career summary, positions, responsibilities,and significant concurrent positions-7-No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
June 2002

56

Number ofshares of theCompany held

Joined FUJITSU LIMITED
General Manager, Business Promotion Division,Shinichi Nakamori
Platform Business Promotion Unit
(June 11, 1955)
July 2005
Senior Vice President, Platform Solutions Center
April 2007
Senior Vice President, Storage Systems Unit
1,909
[Reappointment]
February 2009
Senior Vice President, Partners Business Unit
[Outside]
June 2009
President, Representative Director, Fujitsu[Independent]
Coworco Limited
June 2022
Director, the Company (current position)[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Shinichi Nakamori is from a major computer manufacturer, has served as Representative Directorof its group company engaged in service provision, and thus has abundant experience as a corporate
manager, as well as outstanding personality and high ethical standards. We expect him to provide
appropriate advice on the Company’s management at meetings of the Board of Directors and appropriate
supervision of business execution. It is also expected that he will provide advice on cultivation of humanresources and on designs of personnel systems, in order for the Company to strengthen and promotefurther human resource development, which is indispensable to the Company’ business. We have judgedthat he will continue providing appropriate advice on the Company’s management and appropriate
supervision of business execution, and thus have renominated him as a candidate for Outside Director.
Joined Taisho Marine & Fire Insurance Co, Ltd.
April 1984
Toshiya Yanase(currently Mitsui Sumitomo Insurance Company,Limited)(February 22, 1962)
Senior Director; General Manager, IT Promotion
April 2016
666
Department[Reappointment]
President and Representative Director, CEO,April 2019
[Outside]
MS&AD Systems Company, Limited[Independent]
Director, the Company (current position)
June 2022[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Toshiya Yanase is from a major non-life insurance company, has engaged in non-life insurance
service for many years, and thus is well-versed in that field. In addition, he served as President andRepresentative Director of an affiliated company engaged in system service of the said major non-life
insurance company, and has abundant experience as a corporate manager, as well as outstanding
personality and high ethical standards. We expect him to provide appropriate advice on the Company’s
management at meetings of the Board of Directors and appropriate supervision of business execution. It isalso expected that, based on his professional experience and deep insight, he will offer advice on our
specific initiatives, including the formulation of strategies for system development targeting the non-life
insurance field, in order for the Company to concentrate more its focus on digital businesses. We havejudged that he will continue providing appropriate advice on the Company’s management and appropriate
supervision of business execution, and thus have renominated him as a candidate for Outside Director.

-8-No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
April 1989
October 2004
April 2006

Hiroyuki Morita(February 22, 1962)[New appointment][Outside][Independent]

7

April 2008
June 2012
April 2013

June 2015
April 2016

April 2019
April 2023

Joined Nippon Steel Corporation
Seconded to Nippon Steel Information andCommunication Systems Inc. (currently, NSSolutions Corporation)
Director, Corporate Planning & Marketing
Department, Financial System Solutions
Division
Director, Sales Department-III, Financial System
Solutions Division
Director, Information Solutions Division,Financial System Solutions Bureau
Executive Director, Director, Corporate Planning& Strategic Alliance Department, and Director,
Accounting & Finance Department
Executive Director, Director, Retail & Service
Business System Solutions Division,Industrial & Retail Business System Solutions
BureauExecutive Director, Senior Executive Officer,and Director, Industrial & Retail Business
System Solutions Bureau
Executive Director, Managing ExecutiveOfficer, Director, Industrial & Retail Business
System Solutions Bureau, and Director, Sales
Planning & Management Bureau
Representative Director & President
Senior Executive Advisor (current position)

Number ofshares of theCompany held0[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Hiroyuki Morita is from Nippon Steel Corporation, has served in significant positions including
Representative Director & President of NS Solutions Corporation, and possesses deep insight, outstanding
personality and high ethical standard backed by abundant experience in corporate management. In
addition, he is well-versed in a broad range of fields including financial, industrial and retail solutionbusinesses, finance and accounting, and corporate governance. We have judged that he can be expected toenhance the rationality and transparency of the Company’s management and strengthen the supervisory
function of the Board of Directors from an outside perspective utilizing his extensive experience, and thus
have newly nominated him a candidate for Outside Director.
Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Shinichi Nakamori, Mr. Toshiya Yanase and Mr. Hiroyuki Morita are candidates forOutside Director.
The Company has registered Mr. Shinichi Nakamori, Mr. Toshiya Yanase and Mr. Hiroyuki
Morita, who is a new candidate for Outside Director, with Tokyo Stock Exchange as
Independent Directors as stipulated by the said exchange. If each candidate is reelected or
newly elected, the Company will continue to designate each of them as IndependentDirectors.
3. Number of years served by candidates for Outside Director since their assumption of office as
Outside Director
Mr. Shinichi Nakamori and Mr. Toshiya Yanase will have served as Outside Director for twoyears at the conclusion of this year’s Annual General Meeting of Shareholders.

-9-4. The Company has entered into a directors and officers liability insurance agreement with aninsurance company under Article 430-3, Paragraph 1 of the Companies Act. In the event of aclaim for damages submitted by a shareholder or a third party, etc., the said insurance
agreement shall compensate for damages including compensation for damages and legal
expenses to be borne by the insureds. However, the above insurance policy does not coverdamages arising from the insured’s acts committed with the knowledge that they violate lawsand regulations, etc. The Company bears the full amount of all insurance premiums for all theinsured persons. If the candidates assume the office of Director, they will be insured under
the insurance agreement. The insurance period of the said insurance agreement is until
December 8, 2024, and the Company plans to renew this insurance agreement with the sameterms and conditions.

- 10 -

- 11 -

(Reference)
Skills matrix of the Board of Directors after the Annual General Meeting of Shareholders*If all the candidates provided in this convocation notice are elected as originally proposed, expertise and experience of eachDirector will be as follows.
Corporate
management /Organizational
management

Businessknowledge

Digital /IT/ DX

Sales

Personnel
affairs / labor
ESG /Finance and Legal affairs/ human sustainability
accounting / complianceresource/ SDGs
development

Tomoyasu
KosakaExecutive

●

●

●

●

●

Kazuhisa
Sasanuma

Executive

●

●

●

●

●

MasayoSunagaExecutive●●

Kazuhiko
WatanabeNonexecutive●●

ShinichiNakamori

Independent
Outside●●●Toshiya
YanaseIndependent
Outside●●●HiroyukiMoritaIndependent
Outside●●●●- 12 -●

●

●

●

●

●

●

●

●
●

●

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