This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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 otherforms of damages arising from the translation.

Securities code: 4323
June 8, 2022
To Shareholders with Voting Rights:
HIRABAYASHI Takeaki
President
Japan System Techniques Co., Ltd.
2-3-18 Nakanoshima, Kita-ku,
Osaka-shi, Osaka

NOTICE OF
THE 50th 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 50th Annual General Meeting of Shareholders of Japan System
Techniques Co., Ltd. (the “Company”) will be held as described below.
In order to prevent the spread of the novel coronavirus disease (COVID-19), you are kindly requested
to exercise your voting rights prior to the meeting by postal mail or via the internet and to refrain fromvisiting the venue on the date of the meeting as far as circumstances permit.
We will be livestreaming the General Meeting of Shareholders, so please utilize this service.
Please review the attached Reference Documents for the General Meeting of Shareholders,
indicate your approval or disapproval of the proposals in the enclosed voting form, and return theform to the Company by postal mail so that your vote is received by 5:30 p.m. Japan time on
Wednesday, June 22, 2022. If you exercise your voting rights via the internet, please do so on thevoting website (https://www.web54.net) by the aforementioned date.
1. Date and Time:
2. Place:

Thursday, June 23, 2022 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Conference room, Nakanoshima Festival Tower 26F
2-3-18 Nakanoshima, Kita-ku, Osaka-shi, Osaka

3. Meeting Agenda:
Matters to be reported:1. The Business Report and the Consolidated Financial Statements for theCompany’s 50th fiscal year (from April 1, 2021 to March 31, 2022),
and the results of audits of the Consolidated Financial Statements by the
Independent Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the Company’s 50th
fiscal year (from April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Announcement about the Notice of Resolution at the Annual General Meeting of Shareholders
Starting this year, we will not mail the Notice of Resolution at the Annual General Meeting of
Shareholders from the standpoint of resource saving for global environmental protection. The result of
resolution will be posted on the Company’s website (https://www.jast.jp/ir/). Thank you for yourunderstanding.

-1-

-

-

Officers and staff members will be in light clothing with no neckties (“Cool Biz”) during themeeting on the day.
Among the documents to be attached to this Notice of the Annual General Meeting of Shareholders,following documents are posted on the Company’s website (https://www.jast.jp/ir/), therefore they
are not included in the documents attached to this notice.
- The Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial
Statements- The Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated
Financial Statements
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements
stated in the documents attached to this Notice of the Annual General Meeting of Shareholders
consist of parts of the Consolidated Financial Statements and the Non-consolidated Financial
Statements that were audited by the Audit & Supervisory Board Members and the Independent
Auditor in preparing their audit reports.
If any revision is made with regard to the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Consolidated Financial Statements and/or the Nonconsolidated Financial Statements, the Company will post such revision on the Company’s website(https://www.jast.jp/ir/).

Measures against COVID-19 (Requests to Shareholders)---

We may revise the contents of this Notice of the Annual General Meeting of Shareholders
depending on the situation regarding the spread of the virus and announcements by the government
or other institutions ahead of the General Meeting of Shareholders. Please also check theinformation we post on the Company’s website (https://www.jast.jp/ir/).
Officers and staff members will wear face masks when interacting with shareholders, after
confirming their own physical condition, including taking their temperature.
We will implement measures at the venue such as spacing the seats out, adequately ventilating thevenue, and reducing the number of staff members as much as possible. As we will have a limited
number of chairs, even if you come to the venue, you may not be allowed to enter.
Please bring and wear your mask when you join the meeting at the venue.
People who are found to have a fever and people who appear to be unwell may be refused entry.
There will be no gifts distributed to shareholders attending the meeting this year. Thank you foryour understanding.

-2-

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

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the reference materials
for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in 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 materials forthe general meeting of shareholders, etc. (Article 16 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
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows:
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)
Article 16 The Company may, when convening
a general meeting of shareholders, deem thatit has provided information to shareholders
pertaining to matters to be described orindicated in the reference materials for thegeneral meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

(Amended parts are underlined.)
Proposed Amendments<Deleted>(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, when convening
a general meeting of shareholders, provide
information contained in the referencematerials for the general meeting of<Newly established>-3-

Current Articles of Incorporation

Proposed Amendments
shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters
stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.
Supplementary provisions
1. The deletion of Article 16 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and the
proposed Article 16 (Measures forElectronic Provision, Etc.) shall come into
effect on September 1, 2022, which is thedate of enforcement of the amended
provisions stipulated in the proviso of
Article 1 of the supplementary provisions of
the Act Partially Amending the Companies
Act (Act No. 70 of 2019) (the “EffectiveDate”).
2. Notwithstanding the provision of thepreceding paragraph, Article 16 of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held on a datewithin six months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months fromthe Effective Date or the lapse of threemonths from the date of the general meetingof shareholders set forth in the preceding
paragraph, whichever is later.

<Newly established>-4-Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this meeting. The
Company therefore requests the election of eight (8) Directors, including three (3) External Directors.
The Director candidates are as follows:

Current positions and responsibilities at
the Company

No.

Name

1

HIRABAYASHI Takeaki [Reappointment]

Attendanceat theBoard ofDirectors
meetings

President

12/12(100%)
12/12(100%)

2

BAN Hiroaki[Reappointment]

Senior Executive Director in Charge ofEastern Japan Region, Medical Big Data
Business, Tokyo New Business
Promotion, and Global Business

3

OKADO Noriaki[Reappointment]

Executive Director in Charge of
Headquarter Departments andInternational Operations

12/12(100%)[Reappointment]

Director in Charge of GAKUEN
Business, New Business Promotion,
BankNeo Business, and Western Japan
System Integration Business

12/12(100%)

Director in Charge of Eastern Japan
System Integration Business and General
Manager, ASEAN Business Division

12/12(100%)

4

5

TSUCHIYA Yuji

MUGURUMA Chiharu [Reappointment]

6

HOSOE Yutaka[Reappointment]

Director [External] [Independent]

7

HANAI Mitsugi[Reappointment]

Director [External] [Independent]

8

AKIBA Toshiyuki[Reappointment]

Director [External] [Independent]

-5-

12/12
(100%)
12/12(100%)
10/10(100%)

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1973
April 2005
June 2020

Number ofshares of theCompany held

Established the Company, Representative Director
President and CEO
President (current position)[Significant concurrent positions]Representative Director, Just Co., Ltd.

96,600HIRABAYASHI Takeaki(April 23, 1938)
1[Reappointment]
Number of years served
as Director: 50 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Having led the operations of the Company’s group as Representative Director since the establishment of theCompany, Mr. HIRABAYASHI Takeaki has played important roles as a Director, including executing
management philosophy and making important management decisions. In light of this, the Company hasrenominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
January 1981
October 2006
June 2010
April 2011

June 2012

April 2013
April 20142

BAN Hiroaki(January 13, 1961)

June 2019[Reappointment]

June 2021

Number of years served
as Director: 10 years (atthe conclusion of thismeeting)

Joined the Company
Managing Executive Officer, Alpha Computer Co.,
Ltd. (secondment)
Director and Managing Executive Officer, Alpha
Computer Co., Ltd. (secondment)
Officer in Charge of Tokyo Software; and General
Manager, Eastern Japan Software Division, theCompany
Director in Charge of Tokyo Software; andGeneral Manager, Eastern Japan Software
Division, the Company
Director in Charge of Tokyo Region, the Company
Director in Charge of Eastern Japan Region,
Medical Big Data Business, and Special Projects,
the Company
Executive Director in Charge of Eastern Japan
Region, Medical Big Data Business, and Tokyo
New Business Promotion, the Company
Senior Executive Director in Charge of EasternJapan Region, Medical Big Data Business, Tokyo
New Business Promotion, and Global Business, theCompany (current position)

Number ofshares of theCompany held

20,600[Significant concurrent positions]
Director, Alpha Computer Co., Ltd.
Director, JAST Asia Pacific Co., Ltd.
Director, Virtual Calibre SDN. BHD.
Director, Virtual Calibre MSC SDN. BHD.
Director, AG NET PTE. LTD.

[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2012, Mr. BAN Hiroaki has played important roles, including executing
business and making management decisions / supervising management, as a Director in charge of the EasternJapan Region and Medical Big Data Business, and since 2021, he has led the management of the group as a
Senior Executive Director. In light of his experience and achievements, the Company has renominated him as a
candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
February 1999
June 2007
June 2010

April 2014
April 2017
OKADO Noriaki(February 11, 1960)

April 2019
June 20193[Reappointment]

Joined the Company
Director; and General Manager, Finance
Department, the Company
Director in Charge of Headquarter Departments;
and General Manager, Finance Department, theCompany
Director in Charge of Headquarter Departments
and Global Management, the Company
Director in Charge of Headquarter Departments,
the Company
Director in Charge of Headquarter Departments
and International Operations, the Company
Executive Director in Charge of Headquarter
Departments and International Operations, theCompany (current position)

Number ofshares of theCompany held

13,400

Number of years served
as Director: 15 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2007, Mr. OKADO Noriaki has played important roles, including
making management decisions / supervising management, as a Director in charge of headquarter departments,and since 2019, he has led the management of the group as an Executive Director; in light of his experience andachievements, the Company has renominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1983
April 2012
April 2014
June 2016
April 2017
April 2019

April 2021
TSUCHIYA Yuji
(June 8, 1962)4

June 2021[Reappointment]
Number of years served
as Director: 6 years (atthe conclusion of thismeeting)

April 2022

Joined the Company
Officer; and General Manager, GAKUENDivision, the Company
Officer in Charge of GAKUEN Business, theCompany
Director in Charge of GAKUEN Business, theCompany
Director in Charge of GAKUEN Business and
New Business Promotion, the Company
Director in Charge of GAKUEN Business, New
Business Promotion, and BankNeo Business, theCompany
Director in Charge of GAKUEN Business, New
Business Promotion, BankNeo Business, andWestern Japan System Integration Business, theCompany
Director in Charge of Western Japan Region,
GAKUEN Business, New Business Promotion, andBankNeo Business, the Company
Director in Charge of GAKUEN Business, New
Business Promotion, BankNeo Business, andWestern Japan System Integration Business, theCompany (current position)

Number ofshares of theCompany held

17,700[Significant concurrent positions]
Chairperson, Shanghai Jiafeng Information Technology Co., Ltd.

[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2016, Mr. TSUCHIYA Yuji has played important roles in the expansionof brand business and the business of the Company’s group as a Director in charge of GAKUEN Business,
BankNeo Business, and the Company’s software business in western Japan. In light of this, the Company hasrenominated him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
April 2014
April 2018
June 2019
January 2020

January 2021
MUGURUMA Chiharu(October 22, 1964)
5

Joined the Company
Officer; and General Manager, Eastern Japan
Software Business Department, the Company
Officer in Charge of Eastern Japan System
Integration Business, the Company
Director in Charge of Eastern Japan System
Integration Business, the Company
Director in Charge of Eastern Japan System
Integration Business; and Vice General Manager,
Overseas Business Division, the Company
Director in Charge of Eastern Japan System
Integration Business; and General Manager,
ASEAN Business Division, the Company (current
position)

Number ofshares of theCompany held

8,900

[Significant concurrent positions]
Director, ISR Co., Ltd.
Number of years served Director, JASTEC (THAILAND) CO., LTD.
as Director: 3 years (at Director, JAST Asia Pacific Co., Ltd.
the conclusion of this Director, Virtual Calibre SDN. BHD.
meeting)
Director, Virtual Calibre MSC SDN. BHD.
Director, AG NET PTE. LTD.
[Reappointment][Reason for nomination as candidate for Director]
Since his appointment as a Director in 2019, Mr. MUGURUMA Chiharu has played important roles, including
executing business and making management decisions, as a Director in charge of the Company’s software
business in eastern Japan. In light of this, the Company has renominated him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

HOSOE Yutaka(August 16, 1959)
6[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983

Joined Toyota Industries Corporation

June 2004

Director/Consultant, Admix Partners YK (current
position)January 2006

Executive Vice-President, BNI Systems Corp.

April 2007

President, BNI Systems Corp.

July 2011

Executive Vice-President, NTT Data China
Outsourcing Co., Ltd.

July 2014

Chief Executive Officer, Innovative Solutions
Inc.(current position)

June 2017

External Director, the Company (current position)

Number ofshares of theCompany held

0

[Significant concurrent positions]

Director/Consultant, Admix Partners YK
Number of years served
Chief Executive Officer, Innovative Solutions Inc.
as Director: 5 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Mr. HOSOE Yutaka has abundant experience and a broad range of knowledge in the leading-edge IT consulting
business and business model reconstruction, including global business, and the Company expects him to continue
to leverage his abilities to provide supervision and advice, particularly from the managerial perspective,
concerning the execution of duties by Directors in each business of the Company’s group; thus, the Company hasrenominated him as a candidate for External Director. The period for which Mr. HOSOE Yutaka has served as anExternal Director for the Company will be five (5) years at the conclusion of this meeting.

- 11 -

No.

Name(Date of birth)

HANAI Mitsugi(June 29, 1953)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977

Joined Nippon Univac Kaisha, Ltd. (now Nihon
Unisys, Ltd.)

August 1982

Joined IBM Japan, Ltd.

February 2005

President, T&I Solution Co. Ltd.

August 2008

Senior Vice President, Nippon Information andCommunication Corporation

April 2015

Adviser, DAIICHI COMPUTER RESOURCE
CO., LTD.

December 2017

Adviser, S2I Co., Ltd.

June 2019

External Director, the Company (current position)

Number ofshares of theCompany held

0

[Reappointment]
7
Number of years served
as Director: 3 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Mr. HANAI Mitsugi has abundant experience and a broad range of knowledge in areas including the sales of
IT solutions to mainly automobile manufacturers and the management of sales teams as well as the branding ofproducts and services, which he obtained while working at major IT companies, and the Company expects him
to continue to leverage his abilities to provide supervision and advice, particularly from the sales perspective,
concerning the execution of duties by Directors in each business of the Company’s group; thus, the Company
has renominated him as a candidate for External Director. The period for which Mr. HANAI Mitsugi hasserved as an External Director for the Company will be three (3) years at the conclusion of this meeting.

- 12 -

No.

Name(Date of birth)

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

Joined Canon Sales Co., Inc. (now Canon
Marketing Japan Inc.)

March 2004

President, Canon Supercomputing S.I. Inc.; andPresident, Canon Solutions Service Inc., asubsidiary of Canon Supercomputing S.I. Inc(serving concurrently)

January 2012

Director (part-time), Canon BizAttenda Inc.

Number ofshares of theCompany held

Director (part-time), Qualysite Technologies Inc.

8

AKIBA Toshiyuki(June 18, 1956)

July 2013

Director, Ftime Corporation

June 2015

Managing Director, Ftime Corporation[Reappointment]

June 2021

External Director, the Company (current position)0

Number of years served
as Director: 1 year (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Having held multiple important positions including Representative Director at other companies, Mr. AKIBA
Toshiyuki has a large network of contacts including IT vendors, abundant experience, and a broad range ofknowledge in the information and communication industry, and the Company expects him to leverage hisabilities to provide supervision and advice, particularly from the expert viewpoint, concerning the execution ofduties by Directors in business expansion and in the creation of growth opportunities including new customer
acquisition and alliance expansion; thus, the Company has renominated him as a candidate for External Director.
The period for which Mr. AKIBA Toshiyuki has served as an External Director for the Company will be one (1)year at the conclusion of this meeting.

Notes: 1. There is no special interest between any of the candidates and the Company.
2. Mr. HOSOE Yutaka, Mr. HANAI Mitsugi, and Mr. AKIBA Toshiyuki are candidates forExternal Director.
3. The Company has concluded agreements with Mr. HOSOE Yutaka, Mr. HANAI Mitsugi, and
Mr. AKIBA Toshiyuki limiting liability for damages as stipulated in Article 423, Paragraph 1of the Companies Act. The limit of the amount of liability for damages under the agreements
shall be the amount stipulated by laws and regulations. If they are reelected, the Company
plans to continue the agreements with them.
4. The Company has concluded a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, andplans to renew the contract in November 2022. This insurance contract covers damages that
may arise when an officer, the insured, assumes liability for the execution of his or her duties
or receives a claim related to the pursuit of such liability. If each candidate is reelected, eachcandidate will be included in the insured persons of this contract.
5. The Company has provided notification that Mr. HOSOE Yutaka, Mr. HANAI Mitsugi, and
Mr. AKIBA Toshiyuki are Independent Directors in accordance with the regulations of the- 13 -

Tokyo Stock Exchange. If they are reelected, the Company plans that they remain an
Independent Director.

- 14 -

(Reference) Expertise and experience of the Directors and Audit & Supervisory Board Members (Skill
matrix)Name

HIRABAYASHI
Takeaki

BAN
Hiroaki
OKADO
Noriaki
TSUCHIYAYuji
MUGURUMA
Chiharu
HOSOE
Yutaka
HANAI
Mitsugi
AKIBA
Toshiyuki
SONODA
KatsuroTAENAKA
Shigeki
MOGAMI
Jiro

Position after theconclusion of themeeting (planned)

Attribute
Independence(External)

Expertise and experience
Finance
Accounting

Legalaffairs
GovernanceBrandstrategyMarketingCorporate
management

IT
DX

Globalbusiness

Representative
Director
Senior Executive
Director

●

●

●

●

●

●

●

●

Executive Director

●

●

●

Director

●

●

●

●

Director

●

●

●

●

●

●

External Director

●

●

●

External Director

●

●

●

●

External Director

●

●

●

●

Full-time Audit &Supervisory Board
MemberExternal Audit &Supervisory Board
MemberExternal Audit &Supervisory Board
Member

●
●

●

●

●

●

●

●
●

(Note)The table above does not represent all the knowledge and experience of the Directors and Audit & Supervisory Board Members.

- 15 -