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 noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To Our Shareholders
Securities Code: 2317
June 8, 2021
Kenji Miura
Representative Director and President
Systena Corporation
1-2-20 Kaigan, Minato-ku, Tokyo

Notice of the 39th Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 39th Ordinary General Meeting of Shareholders of Systena Corporation (the “Company”), which
will be held as described below.
If you do not expect to attend the Meeting, you may exercise your voting rights in writing or by electromagnetic means(Internet). After reviewing the accompanying Reference Documents for the General Meeting of Shareholders, please exercise
your voting rights by no later than 6 p.m. on Tuesday, June 22, 2021 (Japan time).
Please note that there is a risk of the spread of COVID-19 at the General Meeting of Shareholders where many shareholders
gather, and you are therefore encouraged to refrain from attending the Meeting in person regardless of the status of yourhealth.
1. Date:
2. Place:

10 a.m. on Wednesday, June 23, 2021
(The reception of participants at the meeting will begin at 9:00 a.m.)
Large Meeting Room, Head Office of the Company, 14th floor of Shiodome Building
1-2-20 Kaigan, Minato-ku, Tokyo (Please refer to the “Location Map” at the end of this Notice.)

3. Meeting Agenda
Matters to be Reported: 1. Reports on the contents of the Business Report and Consolidated Financial Statements for the 39th
Fiscal Year (from April 1, 2020 to March 31, 2021), and reports on the Auditing Results of
Accounting Auditor and the Audit & Supervisory Board regarding the Consolidated Financial
Statements.
2. Reports on the contents of Non-consolidated Financial Statements for the 39th Fiscal Year (from
April 1, 2020 to March 31, 2021)
Matters to be Resolved:
Proposal No. 1:
Election of Eleven (11) Directors
Proposal No. 2:
Election of One (1) Audit & Supervisory Board Member
4. Guidance Notices on the Exercise of Voting Rights
Please refer to the Guidance Notices on the Exercise of Voting Rights on page 3.
5. Disclosure through the Internet
Of the documents to be submitted for the Notice of the 39th Ordinary General Meeting of Shareholders,the following items are posted on the Company’s website, in accordance with laws, regulations andArticle 14 of the Company’s Articles of Incorporation. Therefore, they are not included in this Noticeof the 39th Ordinary General Meeting of Shareholders. Accordingly, documents provided with the
Notice of the 39th Ordinary General Meeting of Shareholders are part of the documents audited by the
Audit & Supervisory Board and the Accounting Auditor when preparing audit reports.
1. Notes to Consolidated Financial Statements in Consolidated Financial Statements
2. Notes to Non-consolidated Financial Statements in Non-consolidated Financial Statements

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If circumstances arise whereby revisions should be made to the contents of the reference documents for the General Meeting of
Shareholders, the business report, consolidated financial statements, and non-consolidated financial statements, such notification will
be published on the following Company’s website (https://www.systena.co.jp).
The Company’s website (https://www.systena.co.jp)

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Eleven (11) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of eleven (11) Directors, increasing the number of Directors by two (2), in order tostrengthen the management structure and the supervisory function of the Board of Directors.
The candidates for Directors are as follows:
No.

Name

Positions and responsibilities in the Company

1

Yoshichika Henmi

Representative Director and Chairman

Reelection

2

Kenji Miura

Representative Director and President

Reelection

3

Takafumi Kai

Managing Director
in charge of finance and accounting

Reelection

4

Shinichiro Kawachi

Managing Director overseeing Headquarters and in charge
Reelectionof branding strategy and Administrative Division5

Makoto Taguchi

Director and Senior Corporate Office, General Manager ofReelection
Business Solution Group

6

Hiroyuki Fujii

Director and Senior Corporate Office, General Manager ofReelection
IT Management Business Group

7

Shingo Henmi

Senior Corporate Office, General Manager of DX DesignGroup and Solution Design GroupNew Appointment

8

Hiroshi Kotani

Senior Corporate Office, General Manager of Finance &Accounting GroupNew Appointment

9

Yukio Suzuki

DirectorReelection Outside Independent

10

Koichi Ogawa

DirectorReelection Outside Independent

11

Mari Ito

Reelection: Candidates for Directors to be reappointed
New Appointment: Candidates for Directors to be newly appointed
Outside: Candidates for Outside Directors
Independent: Independent Directors as defined by the Tokyo Stock Exchange

New Appointment Outside IndependentNo. 1

Yoshichika Henmi
Reelection
Birth date:
March 24, 1956
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
38 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

No. 2Kenji Miura
Reelection
Birth date:February 5, 1968
Number of the Company’s shares owned:
728,700 shares
Number of years as a Director:
20 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

Career summary, positions and responsibilities at the Company
April 1974
Joined Nitto Boseki Co., Ltd.
April 1979
Joined Sun System Inc.
March 1983
Established Hemmi Engineering Co., Ltd. (currently the Company).
Representative Director and President
December 2007 Special Advisor to Catena Corporation
June 2008
Director and Chairman, Catena Corporation
January 2009
Representative Director and Chairman, the Company
April 2010
Representative Director and President, the Company
April 2016
Representative Director and Chairman, the Company (present)
Reasons for nomination as a candidate for Director
Mr. Yoshichika Hemmi is the founder of the Company, and as a Representative Director of theCompany, he has been leading the management of the Company for many years andcontributing to the enhancement of its corporate value. Currently, as Representative Director andChairman, he oversees the Company and the Group, and based on his extensive experience andachievements, he directs the development of management policies and strategies and exercises
strong leadership in the execution of management plans that embody these policies andstrategies. Because he is an individual who is necessary for the enhancement of the corporate
value of the Company, we propose that he continue to be elected as a Director.
Career summary, positions and responsibilities at the Company
April 1988
Joined Toshiba Engineering Corporation
April 1991
Joined PRIME Co., Ltd.
May 1995
Joined the Company
January 2001
Director, General Manager of Engineering Division, the Company
November 2002 Director, General Manager of Business Promotion Group and Sales Division,
the Company
November 2003 Director, Executive Vice President, the Company
December 2004 Representative Director, Executive Vice President, the Company
June 2007
Director, Catena Corporation
January 2009
Representative Director and President, the Company
April 2010
Representative Director, Executive Vice President overseeing management
and in charge of Air Cloud Promotion Group and Osaka Branch, the Company
July 2010
Representative Director, Executive Vice President overseeing management
and in charge of Osaka Branch, IT Service Business Group and Solution Sales
Group, the Company
April 2011
Representative Director, Executive Vice President overseeing management
and in charge of IT Management Business Group and Solution Sales Group,
the Company
April 2013
Representative Director, Executive Vice President overseeing management
and in charge of IT Management Business Group, Solution Sales Group, andFinance and Infrastructure System Group, the Company
October 2014
Representative Director, Executive Vice President overseeing management
and in charge of Framework Design Group, IT Management Business Groupand Solution Sales Group, the Company
June 2015
Representative Director, Executive Vice President overseeing management,
the Company
April 2016
Representative Director and President, the Company (present)
Reasons for nomination as a candidate for Director
After engaging in the system development business for many years since he joined theCompany, Mr. Kenji Miura has been leading the four main businesses that are now the main
pillars of the Company’s business as Executive Vice President. Since April 2016, he has been
overseeing business execution as the Representative Director and President and has built a
successful track record by steadily working on various management issues that contribute to thepromotion of the medium-term management plan and the enhancement of the corporate value.
Because he is an individual who is necessary for the enhancement of the corporate value of theCompany, we propose that he continue to be elected as a Director.

No. 3

Takafumi Kai
Reelection
Birth date:November 14, 1951
Number of the Company’s shares owned:
46,500 shares
Number of years as a Director:
16 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

No. 4

Shinichiro Kawachi
Reelection
Birth date:
December 18, 1964
Number of the Company’s shares owned:
8,400 shares
Number of years as a Director:
6 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

Career summary, positions and responsibilities at the Company
April 1976
Joined Kotobukiya Co., Ltd.
December 1989 Joined Midori Electronic Co., Ltd.
June 1993
Director, General Manager of Administrative Division, Midori Electronic Co.,
Ltd.
October 1999
Joined Catena Corporation
June 2005
Director and Corporate Office, General Manager of Administrative Group,
Catena Corporation
April 2009Managing Director overseeing administration and human resources strategy,
Catena Corporation
April 2010
Managing Director in change of Finance & Accounting Group and General
Manger of Finance & Accounting Group, the Company
June 2015
Managing Director in change of Finance & Accounting Group, the Company(present)(Important concurrent positions)Representative Director and President of Tokyoto Business Service Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Kai Takafumi has engaged in management for many years as a Director in change offinance and accounting and has extensive experience and a successful track record inmanagement and finance and accounting. Because he is an individual who is necessary for theenhancement of the corporate value of the Company, we propose that he continue to be elected
as a Director.
Career summary, positions and responsibilities at the Company
April 1988
Joined Marufune FSL Co., Ltd.
May 1990
Established KONE Corporation, Representative Directors
April 1999
Joined the Company
November 2003 General Manager of Engineering Division, the Company
November 2005 General Manager of Engineering Group, the Company
January 2007
Director, General Manager of Engineering Group, the Company
November 2008 Director, Corporate Officer, General Manager of Human Resources Strategy
Group and Personnel and Labor Affairs Division, the Company
December 2009 Director, Corporate Officer, General Manager of Human Resources Strategy
Group, the Company
April 2010
Director, Corporate Officer, General Manager of Administrative Group
December 2012 Corporate Officer, General Manager of IT Management Business Group, theCompany
July 2014
Corporate Officer, General Manager of IT Management Business Group andPresident of Academy, the Company
June 2015
Director in charge of branding strategy and human resources businesspromotion, the Company
April 2016
Director in charge of branding strategy, human resources business promotion
and central and western Japan, the Company
June 2016
Director in charge of branding strategy, central and western Japan and
Administrative Division, the Company
April 2017
Director in charge of branding strategy, Administrative Division, central andwestern Japan and Manager of Yokohama Office, the Company
April 2018
Director in charge of branding strategy and Administrative Division, theCompany
June 2018
Managing Director overseeing Headquarters and in charge of branding
strategy and Administrative Division, the Company (present)
Reasons for nomination as a candidate for Director
After engaging in system development and operations in the IT Service Division, Mr. Shinichiro
Kawachi has been in charge of various operations including general affairs, human affairs andbranding and has a wealth of experience and a successful track record. He has participated inmanagement since January 2007 as a Director and now mainly oversees the recruitment andeducation of human resources that are the core of the Group as the Managing Director
overseeing Headquarters and in charge of branding strategy and Administrative Division.
Because he is an individual who is necessary for the enhancement of the corporate value of theCompany, we propose that he continue to be elected as a Director.

No. 5Makoto Taguchi
Reelection
Birth date:
January 14, 1972
Number of the Company’s shares owned:
8,700 shares
Number of years as a Director:
5 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

No. 6

Hiroyuki Fujii
Reelection
Birth date:
April 25, 1969
Number of the Company’s shares owned:
4,700 shares
Number of years as a Director:
3 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

Career summary, positions and responsibilities at the Company
April 1992
Joined Catena Corporation
April 2002
Manager, Shinjuku Office, First Sales Division, Sales Group, Catena
Corporation
April 2004
General Manager, First Sales Division, System Products Business Group,
Catena Corporation
April 2008
Assistant General Manager, System Products Business Group and General
Manager, First East Japan Sales Division, Catena Corporation
April 2009
Assistant General Manager, Solutions Sales Group and General Manager, First
Sales Division, Catena Corporation
April 2010
General Manager overseeing sales in Solution Sales Group and General
Manager of First Sales Division, the Company
August 2010
General Manager of Solution Sales Group, the Company
April 2013
Corporate Officer, General Manager of Solution Sales Group, the Company
June 2015
Senior Corporate Officer, General Manager of Solution Sales Group, theCompany
June 2016
Director and Senior Corporate Officer, General Manager of Solution Sales
Group, the Company
April 2021
Director and Senior Corporate Officer, General Manager of Business Solution
Group, the Company (present)
Reasons for nomination as a candidate for Director
Mr. Makoto Taguchi has engaged in sales of IT equipment and others since joining theCompany and overseen the Solution Sales Division since 2010 as the General Manager and has
extensive experience and a successful track record. Since June 2016, he has served as a Director
and contributed significantly to the expansion of business. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.
Career summary, positions and responsibilities at the Company
April 1991
Joined Catena Corporation
July 2001
Manager of Tachikawa Office, System Equipment Sales Division, Catena
Corporation
January 2003
General Manager of Human Wear Business Division, Catena Corporation
October 2006
General Manager of OAPC Business Division, Catena Corporation
April 2008
General Manager of IT Management Business Division, Catena Corporation
April 2010
General Manager of IT Management Business Division, the Company
April 2015
Corporate Officer, General Manager of IT Management Business Group, theCompany
June 2015
Senior Corporate Officer, General Manager of IT Management BusinessGroup, the Company
June 2018
Director and Senior Corporate Officer, General Manager of IT Management
Business Group, the Company (present)(Important concurrent positions)Representative Director, Senior Managing Director, ProVision Inc.
Reasons for nomination as a candidate for Director
Mr. Hiroyuki Fujii has engaged mainly in the IT service business since joining the Company
and has overseen the IT Service Division since 2015 as the General Manager. He has extensive
experience and a successful track record. Since June 2018, he has served as a Director andcontributed significantly to the expansion of business. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.

No. 7

Shingo Henmi
New Appointment
Birth date:
May 26, 1980
Number of the Company’s shares owned:
0 shares
Number of years as a Director:‒ years
Attendance at meetings of the Board of
Directors:‒/‒ meetings

No. 8

Hiroshi Kotani
New Appointment
Birth date:
December 27, 1968
Number of the Company’s shares owned:
15,000 shares
Number of years as a Director:‒ years
Attendance at meetings of the Board of
Directors:‒/‒ meetings

Career summary, positions and responsibilities at the Company
April 2003
Joined P.R.O Co., Ltd.
April 2012
Joined the Company
April 2013
General Manager of Cloud Business Division, the Company
June 2015
Corporate Officer, General Manager of Product Innovation Business Division,
SHINKITAI Group, the Company
April 2017
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager overseeing sales in Solution Design Group, the Company
October 2017
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager of Solution Design Group, the Company
June 2018
Director and Senior Corporate Officer, General Manager of SHINKITAIGroup and General Manager of Solution Design Group, the Company
June 2020
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager of Solution Design Group, the Company
June 2021
Senior Corporate Officer, General Manager of DX Design Group and General
Manager of Solution Design Group, the Company (present)
Reasons for nomination as a candidate for Director
Mr. Makoto Taguchi has engaged in sales of IT equipment and others since joining theCompany and overseen the Solution Sales Division since 2010 as the General Manager and has
extensive experience and a successful track record. Since June 2016, he has served as a Director
and contributed significantly to the expansion of business. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.
Career summary, positions and responsibilities at the Company
July 1992
Joined Matsushita Toshio Tax Accountant Office
June 1996
Joined Koyo Automobile Sales Co., Ltd.
March 1997
Joined ABLE Real Estate Inc. (currently ABLE Inc.)
September 2001 Joined the Company
September 2005 General Manager of Finance & Accounting Division, the Company
April 2015
Corporate Officer, General Manager of Finance & Accounting Division, theCompany
June 2015
Senior Corporate Officer, General Manager of Finance & Accounting Group,
the Company (present)
Reasons for nomination as a candidate for Director
Mr. Hiroshi Kotani has engaged in finance and accounting operations since joining theCompany and overseen the Finance & Accounting Group since 2015 as the General Manager.
Because he has extensive experience and a successful track record in finance and accounting andis an individual who is necessary for the enhancement of the corporate value of the Company,
we propose his election as a Director.

No. 9

Yukio Suzuki
Reelection
OutsideIndependent
Birth date:June 3, 1950
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
9 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

No. 10Koichi Ogawa
Reelection
OutsideIndependent
Birth date:
December 2, 1951
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
8 years
Attendance at meetings of the Board of
Directors:
11/11 meetings

Career summary, positions and responsibilities at the Company
April 1975
Joined Nomura Research Institute, Ltd.
June 1996
Director, General Manager of Corporate Research Department, Nomura
Research Institute, Ltd.
June 1997
Director of Financial & Economic Research Center, Nomura Securities Co.,Ltd.
June 1999
Senior Managing Director, General Manager of Research Department,
Nomura Asset Management Co., Ltd.
June 2000
Senior Corporate Managing Director, General Manager of Research
Department, Nomura Asset Management Co., Ltd.
June 2005
Director, Nomura Holdings, Inc. (Director specially assigned to audit)
April 2007
Chairman, the Securities Analysts Association of Japan
July 2010
Established Belle Investment Research of Japan Inc., Representative Director(present)
June 2012
Outside Director, the Company (present)
May 2015
Outside Director, Ichigo Group Holdings Co., Ltd. (currently Ichigo Inc.)(present)
March 2018
Outside Audit & Supervisory Board Member, WILLs Inc. (present)
June 2018
Outside Audit & Supervisory Board Member, XNET Corporation (present)(Important concurrent positions)Representative Director, Belle Investment Research of Japan Inc.
Outside Director, Ichigo Inc.
Outside Audit & Supervisory Board Member, WILLs Inc.
Outside Audit & Supervisory Board Member, XNET Corporation
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Yukio Suzuki has extensive experience and broad insight as a corporate manager cultivatedover many years at a securities company and in other roles, in addition to expert financial andeconomic knowledge as a securities analyst. The Company receives accurate advice from him to
mainly ensure the appropriateness and reasonableness of decisions made by the Board of
Directors. We expect that the Company will continue to receive appropriate advice on the
Company’s management from an independent standpoint and that he will contribute to theenhancement of its corporate value. Thus, we propose that he continue to be elected as an
Outside Director.
Career summary, positions and responsibilities at the Company
April 1975
Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.)May 1997
Manager of Roppongi Branch, The Fuji Bank, Ltd.
May 1999
Manager of Okayama Branch, The Fuji Bank, Ltd.
June 2001
Manager of Yokohama-Ekimae Branch, The Fuji Bank, Ltd.
April 2002
Manager of Yokohama-Ekimae Branch, Mizuho Bank, Ltd.
July 2004
Chief Auditor, Business Audit Department, Mizuho Bank, Ltd.
May 2006
Senior Corporate Officer, Mizuho Staff Co., Ltd.
September 2007 Managing Director, Mizuho Staff Co., Ltd.
June 2012
Outside Audit & Supervisory Board Member, KEYENCE CORPORATION
June 2012
Outside Auditor, JK Holdings Co., Ltd.
June 2013
Outside Director, the Company (present)
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Koichi Ogawa has extensive experience and broad insight cultivated for many years at
financial institutions, and we receive useful advice from him mainly from the perspective ofinternal control and compliance. We expect that the Company will continue to receive
appropriate advice on the Company’s management from an independent standpoint and that hewill contribute to the enhancement of its corporate value. Thus, we propose that he continue tobe elected as an Outside Director.

No. 11

Mari Ito
New Appointment
OutsideIndependent
Birth date:November 23, 1976
Number of the Company’s shares owned:
0 shares
Number of years as a Director:‒ years
Attendance at meetings of the Board of
Directors:‒/‒ meetings

Career summary, positions and responsibilities at the Company
October 2001
Registered as an attorney-at-law and joined Anderson Mori & Tomotsune
January 2008
Worked for Finnegan, Henderson, Farabow, Garrett & Dunner in the UnitedStatesMarch 2008
Registered as an attorney-at-law in the United States (New York State)
January 2011
Partner, Anderson Mori & Tomotsune (present)(Important concurrent positions)
Partner, Anderson Mori & Tomotsune
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
As an attorney-at-law, Ms. Mari Ito is well versed in corporate legal affairs in Japan andoverseas. Although Ms. Ito has never been involved in company management except as an
Outside Officer, she is expected to provide appropriate advice on the Company’s managementfrom an independent standpoint, using her extensive experience and insight accumulated overmany years, and will thereby contribute to enhancing transparency and soundness inmanagement at the Company. Thus, we have decided that she is qualified to be an Outside
Director and propose her election as a new Outside Director.

Notes: 1. Mr. Takafumi Kai, a candidate for Director, concurrently serves as the Representative Director and President of Tokyoto
Business Service Co., Ltd., and the Company has a business relationship of outsourcing with Tokyoto Business Service Co.,Ltd.
2. Mr. Hiroyuki Fujii, a candidate for Director, concurrently serves as the Representative Director and Senior Managing
Director of ProVision Inc., and the Company has a business relationship of outsourcing with ProVision Inc.
3. There are no special interests between the Company and other candidates for Directors.
4. On April 1, 2021, the Solution Sales Group changed its name to the Business Solution Group.
5. On April 1, 2021, the SHINKITAI Group changed its name to the DX Design Group.
6. Mr. Yukio Suzuki, Mr. Koichi Ogawa and Ms. Mari Ito are candidates for Outside Directors.
7. An overview of the content of an agreement limiting liability with Outside Directors is as follows.
The Company stipulates in its Articles of Incorporation that the Company may enter into agreements with Outside Directors
to limit their liability for damages to the Company to a certain extent so that the Company will be able to recruit talented
personnel as Outside Directors. With this, the Company has entered into an agreement limiting liability with the following
content with Mr. Yukio Suzuki and Mr. Koichi Ogawa, candidates for Outside Directors. If Mr. Yukio Suzuki and Mr.
Koichi Ogawa are reelected as proposed, the Company intends to continue the agreement. In addition, if Ms. Mari Ito iselected as proposed, the Company intends to conclude with her a similar agreement limiting liability.
- In cases where Outside Directors are liable for damages to the Company due to negligence of their duties, they shall be
liable up to the minimum liability amount provided for in Article 425, Paragraph 1 of the Companies Act.
- The above limitation of liability shall be accepted only when the Outside Director has performed his or her duties, whichcaused the liability, in good faith and without gross negligence.
8. The Company has decided to enter into a directors and officers liability insurance agreement under Article 430-3, Paragraph
1 of the Companies Act with an insurance company, so that an insurance company’s insurance will cover the damages andcourt costs, etc. that the insured is required to pay resulting from a claim for damages due to an act (including inaction) the
insured performed based on his or her position as a Director, etc. of the Company. However, there are certain exemptions in
the agreement. For example, damages will not be covered if the damage is caused by an act the insured performed while
recognizing that it will violate laws and regulations. The candidates will be included in the insured under this insurance
policy. The Company also intends to renew the policy with the same content at next renewal.
9. The Company has filed a report with the Tokyo Stock Exchange naming Mr. Yukio Suzuki and Mr. Koichi Ogawa as
independent Directors pursuant to the regulations of the Tokyo Stock Exchange. If they are reelected as proposed, theCompany intends to continue to make them independent Directors. In addition, Ms. Mari Ito has met the requirements for
an independent Director pursuant to the regulations of the Tokyo Stock Exchange, and if she is elected as proposed, we
intend to file a report with the Tokyo Stock Exchange naming her as an independent Director.

Proposal No. 2: Election of One (1) Audit & Supervisory Board Member
The term of office of Mr. Yoshihiro Nakamura, an Audit & Supervisory Board Member, will expire at the conclusion of the 39th
Ordinary General Meeting of Shareholders, and the Company proposes the election of one (1) Audit & Supervisory Board Member.
The consent of the Audit and Supervisory Board has been obtained in regard to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:

Yoshihiro Nakamura
Reelection
OutsideIndependent
Birth date:November 9, 1971
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
16 years
Attendance at meetings of the Board of
Directors:
11/11 meetings
Attendance at Audit & Supervisory Board
meetings:
12/12 meetings

Career summary and positions at the Company (Significant concurrent positions)
April 1998
Registered as an attorney-at-law and joined Hinoki Law Office
April 2003
Partner, Hinoki Law Office (present)
June 2005
Audit & Supervisory Board Member, Catena Corporation (currently theCompany)
October 2008
Part-time judge (civil conciliator), Tokyo Summary Court
April 2010
Audit & Supervisory Board Member, SysproCatena Corporation (currently theCompany) (present)(Important concurrent positions)
Partner, Hinoki Law Office
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Yoshihiro Nakamura has expert knowledge and extensive experience cultivated as an
attorney, and we propose his election as an Outside Audit & Supervisory Board Member basedon our judgment that he will be able to appropriately audit the Company’s management as alegal expert. Although Mr. Nakamura has never been involved in company management except
as an Outside Officer, we have decided that he will be able to appropriately execute his duties as
an Outside Audit & Supervisory Board Member, comprehensively taking into consideration his
successful track record as an Outside Audit & Supervisory Board Member in the Company andhis many years of practical experience in corporate legal affairs. His term of office as an Outside
Audit & Supervisory Board Member in the Company will be 16 years at the conclusion of the39th Ordinary General Meeting of Shareholders.

Notes: 1. There are no special interests between the Company and the candidate.
2. Mr. Yoshihiro Nakamura is a candidate for Outside Audit & Supervisory Board Member.
3. The overview of content of an agreement limiting liability with Outside Audit & Supervisory Board Members is as follows.
The Company stipulates in its Articles of Incorporation that the Company may enter into agreements with Audit &Supervisory Board Members to limit their liability for damages to the Company to a certain extent so that the Company will
be able to recruit talented personnel as an Audit & Supervisory Board Member. With this, the Company has entered into anagreement limiting liability with the following content with Mr. Yoshihiro Nakamura, a candidate for Outside Audit &Supervisory Board Member.
- In cases where Outside Audit & Supervisory Board Members are liable for damages to the Company due to negligenceof their duties, they shall be liable up to the minimum liability amount provided for in Article 425, Paragraph 1 of theCompanies Act.
- The above limitation of liability shall be accepted only when the Outside Audit & Supervisory Board Member has
performed his or her duties, which caused the liability, in good faith and without gross negligence.
If Mr. Yoshihiro Nakamura is reelected as proposed, the Company intends to continue the agreement.
4. The Company has decided to enter into a directors and officers liability insurance agreement under Article 430-3, Paragraph
1 of the Companies Act with an insurance company, so that an insurance company’s insurance will cover the damages andcourt costs, etc. that the insured is required to pay resulting from a claim for damages due to an act (including inaction) the
insured performed based on his or her position as a Director, etc. of the Company.
However, there are certain exemptions in the agreement. For example, damages will not be covered if the damage is causedby an act the insured performed while recognizing that it will violate laws and regulations. The candidate will be includedin the insured under this insurance policy. The Company also intends to renew the policy with the same content at next
renewal.
5. The Company has a filed a report with the Tokyo Stock Exchange naming Mr. Yoshihiro Nakamura as an independent Audit
and Supervisory Board Member pursuant to the regulations of the Tokyo Stock Exchange. If he is reelected as proposed, theCompany intends to continue to make him an independent Audit and Supervisory Board Member.
Reelection: Candidate for Audit and Supervisory Board Member to be reelected
Outside: Candidate for Outside Audit & Supervisory Board Member
Independent: Independent Audit & Supervisory Board Member as defined by the Tokyo Stock Exchange