This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 1973

May 30, 2016

To our shareholders:
Masao Wada

President

NEC Networks & System Integration Corporation
2-6-1 Koraku, Bunkyo-ku, Tokyo, JapanNOTICE OF THE 84th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 84th Ordinary General Meeting of Shareholders of NEC Networks& System Integration Corporation (the "Company"), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or
via the Internet. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:15 p.m., Monday, June 20, 2016 (Japan Standard Time).

Meeting Outline
1.

Date and time:

Tuesday, June 21, 2016 at 10:00 a.m. (Japan Standard Time)(Reception will begin at 9:00 a.m.)2.

Venue:

Bellesalle Iidabashi First
B1F, Iidabashi First Tower
2-6-1, Koraku, Bunkyo-ku, Tokyo, Japan

3.

Agenda:Items to be reported:
1. Business Report and Consolidated Financial Statements for the 84th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the 84th Term (from April 1, 2015 to March 31,
2016)
Items to be resolved:
Proposal 1: Election of nine (9) Directors
Proposal 2: Election of one (1) Corporate Auditor___________________________________________________________________________________
Any revisions that should be made to this document by Monday, June 20, 2016 will be posted on the
Company's website (http://www.nesic.co.jp).

1Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of nine (9) Directors

The terms of office of all nine (9) present Directors will expire at the conclusion of this General
Meeting of Shareholders. The Company proposes to elect nine (9) Directors.
The candidates for Directors are as follows:
No.

Name (Date of birth/other notes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 2010

Masao Wada
(August 31, 1953)

April 2012
June 2012

Number of theCompany's
shares owned

Associate Senior Vice President, Executive
General Manager, Social System Operations
Unit, NEC Corporation
Advisor to the Company
President and Representative Director of theBoard of the Company (present position)[Reelection]

1Years of service as
Director:
4 years
Attendance at Boardof Directors
meetings:
12/12 meetings[Reasons for selection as a candidate for Director]
Masao Wada possesses an abundance of experience and a trackrecord of accomplishments in business operations throughfulfilling his duties in the area of social infrastructure overmany years. Since becoming President of the Company in2012, as its top executive he has successfully taken the lead inachieving the growth of its infrastructure business and service
businesses that the Company aimed for. The Company believes
he will continue to contribute to increasing the Group's
corporate value by making use of his considerable experience.
In light of these reasons, the Company proposes his election as
Director.
April 2008
April 20122

Yoichi Sato
(August 9, 1957)

June 2012[Reelection]

June 2013

Years of service as
Director:
4 years
Attendance at Boardof Directors
meetings:
12/12 meetings

3,000

General Manager, Kansai Branch Division,
NEC Corporation
Senior Vice President of the Company (present
position)
Assistant Executive General Manager ,Marketing & Sales Development Unit of theCompany
Member of the Board of the Company (present
position)
Executive General Manager, Marketing & Sales
Development Unit of the Company (present
position)
1,000[Significant concurrent positions outside the Company]
Member of the Board, Nichiwa Co.
[Reasons for selection as a candidate for Director]
Yoichi Sato possesses an abundance of experience in business
operations in the areas of marketing and sales and has
established concrete relationships with customers over many
years. In addition, he is fully knowledgeable and experienced
in the Company's businesses and industry. The Company
believes he will continue to contribute to increasing theGroup's corporate value by making use of his knowledge andexperience. In light of these reasons, the Company proposes
his election as Director.

2

No.

Name (Date of birth/other notes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 2004

June 2004
April 2008
June 20093

Tetsujiro Arano(April 12, 1957)

June 2012[Reelection]

April 2013
June 2015

Years of service as
Director:
4 years
Attendance at Boardof Directors
meetings:
12/12 meetings

Number of theCompany's
shares owned

Executive Specialist, Planning,
Chief Manager, Corporate Strategy andBusiness Development Division, NEC
Corporation
Corporate Auditor of the Company
General Manager, Carrier Network Planning
Division, NEC Corporation
Retired from his position as Corporate Auditorof the Company
Member of the Board of the Company (present
position)
Vice President, NEC Corporation
Senior Vice President of the Company (present
position)
1,000[Significant concurrent positions outside the Company]
Member of the Board, Q&A Corporation[Reasons for selection as a candidate for Director]
Tetsujiro Arano possesses an abundance of knowledge aboutbusiness management, as demonstrated by his performance inthe business planning and investor relations sections and hisachievements in corporate strategy within business units.
He has served as Director of the Company since 2012, fromwhich he has become fully knowledgeable and experienced incorporate governance and internal controls. The Company
believes he will continue to contribute to increasing theGroup's corporate value by making use of this knowledge andexperience. In light of these reasons, the Company proposes
his election as Director.

3

No.

Name (Date of birth/other notes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 1984
April 2011

April 2013

April 2014
June 2014
Yushi Ushijima(April 29, 1960)[Reelection]

4

Years of service as
Director:
2 years
Attendance at Boardof Directors
meetings:
12/12 meetings

April 2015

Joined the Company.
General Manager, Nakanihon Regional
Division of Regional Operations Unit of theCompany
Associate Senior Vice President, General
Manager of Higashinihon Regional Division ofMarketing & Sales Development Unit of theCompany
Senior Executive Vice President, Q&A
Corporation
Member of the Board of the Company (present
position)
Associate Senior Vice President of theCompany
Senior Executive Vice President and Memberof the Board, Q&A Corporation
President and CEO, Q&A Corporation (present
position)[Reasons for selection as a candidate for Director]
Yushi Ushijima has accumulated an abundance of knowledge
and experience in marketing and sales strategies throughperforming his duties in the marketing and sales divisions of
the Company, as well as on the business environment andindustries surrounding the Company from having served as
General Manager of branch divisions. He has served as Senior
Executive Vice President of a subsidiary of the Company since2014 and then its President and CEO, through which he has
acquired considerable knowledge and experience on business
management. The Company believes he will continue to give
advice on the Company's business management from an
impartial, fair, and appropriate perspective. In light of thesereasons, the Company proposes his election as Director.

4

Number of theCompany's
shares owned

1,590

No.

Name (Date of birth/other notes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

Number of theCompany's
shares owned

April 1989

Yumiko Ichige(March 13, 1961)[Reelection][Candidate for
Outside Director][Independent Officer]
5

Years of service as
Director:
4 years
Attendance at Boardof Directors
meetings:
12/12 meetings

Registered as an attorney
Joined IBM Japan, Ltd.
December 2007 Partner, Nozomi Sogo Attorneys at Law(present position)
April 2009
Vice President, Daini Tokyo Bar Association
September 2010 Deputy Secretary General, Japan Federation of
Bar Associations
June 2012
Member of the Board of the Company (present
position)[Significant concurrent positions outside the Company]
Outside Corporate Auditor, Mizusawa Industrial Chemicals, Ltd.
Outside Corporate Auditor, AEON MALL, Co., Ltd.
Outside Director (Audit and Supervisory Committee Member),
Sanyo Trading Co., Ltd.
[Reasons for selection as a candidate for Outside Director]
Yumiko Ichige possesses the experience and expertise that she
has acquired from having served as an attorney for corporate
legal matters. Although she has not been directly involved inbusiness management, the Company believes she is capable ofproperly supervising the Company's business managementfrom an objective standpoint as a legal expert. In light of thesereasons, the Company proposes her election as Outside
Director.
April 2007

April 2012

6

Masamitsu Kisaki(May 1, 1963)

April 2014

[Reelection]

June 2014

Years of service as
Director:
2 years
Attendance at Boardof Directors
meetings:
10/12 meetings

0

Assistant General Manager, Corporate Strategy
and Business Development Division, NEC
Corporation
Assistant General Manager, Corporate Strategy
Division, NEC Corporation
General Manager, Corporate Strategy Division,
NEC Corporation (present position)
Member of the Board of the Company (present
position)[Reasons for selection as a candidate for Director]
Masamitsu Kisaki is the General Manager of the Corporate
Strategy Division of NEC Corporation, a company with astrong business relationship with the Company. He possesses
expertise in the strengthening of corporate governance andinternal controls, as well as in corporate strategies andplanning as expected of a Director. The Company believes hewill continue to contribute to increasing the Group's corporate
value by making use of this knowledge and experience. In lightof these reasons, the Company proposes his election as
Director.

5

1,000

No.

Name (Date of birth/other notes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 2010

October 2012
April 2013
Yukinori Nakayama(September 13, 1962)[Reelection]

7

Years of service as
Director:
1 yearAttendance at Boardof Directors
meetings:
9/10 meetings

June 2015

Number of theCompany's
shares owned

Chief Manager, Network Platform Planning
Division of Carrier Network Planning Division,
NEC Corporation
Assistant General Manager, Carrier Network
Planning Division, NEC Corporation
General Manager, Telecom Carrier Business
Planning Division, NEC Corporation (present
position)
Member of the Board of the Company (present
position)[Significant concurrent positions outside the Company]
Auditor, ALAXALA Networks Corporation[Reasons for selection as a candidate for Director]
Yukinori Nakayama is the General Manager of the Telecom
Carrier Business Planning Division of NEC Corporation, acompany with a strong business relationship with theCompany. He possesses knowledge and experience on
corporate governance and internal controls as expected of a
Director. In addition, he has mobile-network-related expertisethat is required to expand the Company's new services andbusiness domains. The Company believes he will continue tocontribute to increasing the Group's corporate value by making
use of this knowledge and experience. In light of these reasons,the Company proposes his election as Director.

6

0

No.

Name (Date of birth/other notes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 1982
April 2010

April 2012

April 2013
April 2014

April 20168

Masafumi Gouji(September 17, 1959)[New Candidate]

Number of theCompany's
shares owned

Joined the Company.
General Manager, Outsourcing Service
Division of SI & Services Operations Unit of
the Company
Exective Assistant General Manager, OfficeService Division of SI & Services Operations
Unit of the Company
General Manager, Office Service Division of SI& Services Operations Unit of the Company
Associate Senior Vice President, AssistantExecutive General Manager, Enterprise
Solutions Operations Unit of the Company
Senior Vice President, Executive General
Manager, Technical Services Operations Unit of
the Company (present position)[Significant concurrent positions outside the Company]
Member of the Board, NEC Networks & System Integration
Services, Ltd.
Member of the Board, Q&A Corporation[Reasons for selection as a candidate for Director]
Masafumi Gouji possesses an abundance of knowledge about
all aspects of IT management, and he has proposed andimplemented solutions that have led to improvements inbusiness operations and profitability in the area of IT/networkintegration for customers in various industrial sectors. Throughhaving served in responsible positions in several businessdivisions, he has played a part in the Company's businessgrowth in various fields and the establishment of theCompany's business foundation. The Company believes hewill contribute to increasing the Group's corporate value bymaking use of this knowledge and experience. In light of thesereasons, the Company proposes his election as Director.

7

989

No.

Name (Date of birth/other notes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
May 2011

October 2011
June 2012
Hisayoshi Fuwa
(July 6, 1949)[New Candidate]
9[Candidate for
Outside Director][Independent Officer]

Number of theCompany's
shares owned

President, Representative Director of the Board
and Chief Executive Officer (CEO), JVC
KENWOOD Holdings, Inc. (currently JVCKENWOOD Corporation)
President and Representative Director of theBoard, Victor Company of Japan, Limited
President, Kenwood Corporation
President, J&K Car Electronics Corporation
President and Representative Director of theBoard, JVC KENWOOD Corporation
Special Adviser, JVC KENWOOD Corporation[Significant concurrent positions outside the Company]
Outside Director, Tokyo Electron Device Limited[Reasons for selection as a candidate for Outside Director]
After joining a major electric appliance manufacturer,
Hisayoshi Fuwa served in a number of important posts, such as
the General Manager of the Corporate Strategic Planning
Division, as well as Vice President in overseas subsidiaries.
Following these positions, he became President of JVC
KENWOOD Holdings, Inc., where he demonstrated his
management ability in business rehabilitation and otherinitiatives. The Company expects him to utilize the abundanceof experience that he has acquired from global business
operations for the Company's business management. The
Company also believes he is capable of giving appropriate
advice and proposals on all matters relating to the business
management of the Company from a standpoint independent
from that of the Company's executives. In light of thesereasons, the Company proposes his election as Outside
Director.

0

Notes:
1. There are no special interest between the Company and the above candidates.
2. Liability limitation agreement with candidates for Directors
The Company has entered into a liability limitation agreement with Yumiko Ichige, Masamitsu Kisaki, andYukinori Nakayama that shall limit the maximum amount of his/her liability to compensate for damages due to a
failure to perform his/her duties as set forth in the provisions of Article 423, Paragraph 1 of the Companies Act.
The limit of liability under this agreement is 1,200,000 yen or the amount prescribed in the laws and regulations,whichever is the higher. If their elections are approved at this General Meeting of Shareholders, the Company
will continue to enter into this agreement with each of them. If the election of Hisayoshi Fuwa as Outside
Director is approved at this General Meeting of Shareholders, the Company will enter into the same liability
limitation agreement with him.
3. Masamitsu Kisaki and Yukinori Nakayama serve as executives of NEC Corporation, the parent company of theCompany.
4. The Company has filed declarations naming Yumiko Ichige as independent officer, as prescribed by the Tokyo
Stock Exchange. If her re-election is approved at this General Meeting of Shareholders, the Company willcontinue to designate her as an independent officer. Hisayoshi Fuwa meets the requirements for independence set
forth in the listing rules of the Tokyo Stock Exchange. If his election is approved at this General Meeting of
Shareholders, the Company will file a declaration naming him as an independent officer with the Tokyo Stock
Exchange.

8

Proposal 2:

Election of one (1) Corporate Auditor

The term of office of Corporate Auditor, Junichi Okuyama, will expire at the conclusion of this
General Meeting of Shareholders. Corporate Auditor Takahiko Hara will resign his position at theconclusion of this General Meeting of Shareholders. The Company proposes to elect one (1)Corporate Auditor.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Corporate Auditor is as follows:
No.

Name (Date of birth/other notes)
Junichi Okuyama(March 21, 1957)[Reelection]

1

Career summary and position(Significant concurrent positions outside the Company)
January 2007
April 2009

General Manager, Sales Management Division,
NEC Corporation
General Manager, Sales Business Control
Division, NEC Corporation
Full-time Corporate Auditor of the Company(present position)[Candidate for
Outside Corporate
Auditor]June 2012

Years of service as
Corporate Auditor:
4 years[Reasons for selection as a candidate for Outside Corporate
Auditor]
Junichi Okuyama possesses knowledge and experience ininternal controls acquired over many years throughout his
career in accounting operations, as well as in business control
for sales activities. He has served as Corporate Auditor of theCompany since 2012. The Company believes he will continue
to be capable of auditing the legitimacy of its business
operations from a fair and objective standpoint. In light of thesereasons, the Company proposes his election as Outside
Corporate Auditor.

Attendance at Boardof Directors
meetings:
12/12 meetings
Attendance at Boardof Corporate
Auditors meetings:
13/13 meetings

Number of theCompany's
shares owned

0

Notes:
1. There is no special interest between the Company and the above candidate.
2. Junichi Okuyama was an executive at NEC Corporation, which is the parent company of the Company, for 5
years. His positions and duties while working for NEC Corporation are as described in "Career summary andposition (significant concurrent positions outside the Company)."

9