Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 1973
May 31, 2024

To our shareholders:

Yushi Ushijima
President (Representative Director) and CEO
NEC Networks & System Integration Corporation
3-9-14, Shibaura, Minato-ku, TokyoNOTICE OF THE 92nd ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 92nd 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 via the Internet or bypostal mail. Please check the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:15 p.m., Friday, June 21, 2024 (Japan Standard Time) in accordance withthe “Guidance of Exercising of Your Voting Rights.”

Meeting Outline
1. Date and Time: Monday, June 24, 2024 at 10:00 a.m. (Japan Standard Time)(Reception will begin at 9:00 a.m.)
2. Venue:

8F Hall, NEC Networks & System Integration Corporation Head Office Building
3-9-14, Shibaura, Minato-ku, Tokyo

3. Agenda:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 92nd Term (from April 1, 2023 toMarch 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors2.

Non-consolidated Financial Statements for the 92nd Term (from April 1, 2023 to March 31, 2024)

Items to be resolved:
Proposal 1:

Partial Amendment to the Articles of Incorporation

Proposal 2:

Election of nine (9) Directors

Proposal 3:

Election of two (2) Corporate Auditors- Any revisions that should be made to this document will be posted on the Company’s website(https://www.nesic.co.jp/ir/kabu/soukai.html).

- 1 -Guidance of Exercising of Your Voting Rights
The right to vote at the General Meeting of Shareholders is an important right of shareholders. There arethree methods for exercising your voting rights.
1. Instructions on exercise of voting rights by attending the meeting
Please bring the Exercise Voting Rights Form and submit it at the reception of the venue.
2. Instructions on exercise of voting rights via the Internet
Please register your approval or disapproval of each of the proposals by accessing the following voting
website or by scanning the QR code on the Exercise Voting Rights Form.
<The voting website>
https://www.web54.net(This website is available in Japanese only.)<Voting deadline>
Please be sure to register your approval or disapproval of the proposals by 5:15 p.m. on Friday, June 21,2024 (Japan Standard Time).
3. Instructions on exercise of voting rights in writing (by postal mail)Please indicate your approval or disapproval to each of the proposals on the Exercise Voting Rights Formand return it to the Company’s shareholder registry administrator (Sumitomo Mitsui Trust Bank, Limited).
<Voting deadline>
Your vote must be arrived at the Company’s shareholder registry administrator no later than 5:15 p.m.
on Friday, June 21, 2024 (Japan Standard Time).
Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.
・If you send the Exercise Voting Rights Form by postal mail without indicating your approval or disapprovalof the proposals, we will treat it as an indication of approval of the proposals.
・If you exercise your voting rights multiple times via the Internet, the last one shall be deemed valid.
・If you exercise your voting rights both via the Internet and in writing (by postal mail), the one exercised
via the Internet shall be deemed valid.
・If you exercise your voting rights by a proxy attending the meeting, please name one shareholder who
holds voting rights of the Company to act as a proxy, and submit documentation which certifies the proxyrights before the start of the meeting.

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

Partial Amendment to the Articles of Incorporation

1. Reasons for proposal
In preparation for the Company’s business expansion going forward, the Company proposes to add a new
purpose of business to Article 2 (Purpose) of the current Articles of Incorporation and to change the item
numbers of the said article accordingly.
2. Details of amendment
The details of the amendment are as follows. (Amendments being proposed are underlined.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER I GENERAL PROVITIONSCHAPTER I GENERAL PROVISIONS

Article 2 (Purpose) The Purpose of the Company is
to carry on the following businesses:

Article 2 (Purpose) (as present)(1) – (4)(1) – (4)(as present)(5) Generation, supply, and sale of electricity(6) – (14)(as present)(5) – (13)(Omitted)(Newly established)(Omitted)- 3 -Proposal 2:

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.
Candidates for Directors are decided by the Board of Directors after deliberation by the Nomination andCompensation Committee, which is chaired by an Independent Outside Director and whose majority
members are Independent Outside Directors.

GenderYears ofservice (asofconclusionof thismeeting)

No.

Name

1

Yushi Ushijima

President (Representative Director) and CEO (Chief
Executive Officer)[Reelection]

Male

12/12
meetings

10 years

2

Osamu Kikuchi

Senior Vice President and member of the board,
CDO (Chief Digital Officer), Executive General
Manager, DX Solutions Business Unit

[Reelection]

Male

10/10
meetings

1 year3

Michitaka Ono

Member of the Board[Reelection]

Male

10/10
meetings

1 year4

Junji Ashida

Senior Vice President[New
Candidate]

Male

-

-

5

Hiroto Sugahara

Member of the Board[Reelection]

Male

10/10
meetings

1 year6

Noriko Ito[New
Candidate]Female--Michiko Ashizawa

Outside Director[Reelection][Candidate
for Outside
Director][Independent
Director]Female12/12
meetings

6 years

Outside Director[Reelection][Candidate
for Outside
Director][Independent
Director]

Male

12/12
meetings

4 years

Outside Director[Reelection][Candidate
for Outside
Director][Independent
Director]Female9/10
meetings

1 year7

8

9Notes:

Mamoru Yoshida

Mikiko Morimoto

Position and responsibilities at the Company

Attendanceat Board of
Directors
meetings

1. The name recorded in the family register of Ms. Noriko Ito is Noriko Takahashi.
2. Attendance at Board of Directors meetings above shows the number of attendance at the Board of Directors
meetings out of the number of meetings held in the fiscal year ended March 31, 2024. As for Mr. Osamu Kikuchi,
Mr. Michitaka Ono, Mr. Hiroto Sugahara and Ms. Mikiko Morimoto, attendance is for the Board of Directors
meetings held after the assumption of office as Director on June 23, 2023.

- 4 -

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2011

General Manager, Nakanihon Regional
Division, Regional Operations Unit of theCompany

Apr. 2013

Associate Senior Vice President, General
Manager of Higashinihon Regional Divisionof Marketing & Sales Development Unit of
the Company

June 2014

Associate Senior Vice President andMember of the Board of the Company

Yushi Ushijima(April 29, 1960)[Reelection]
Years of service as Director:
10 years

1

Attendance at Board of
Directors meetings:
12/12 meetings (100%)

Senior Executive Vice President andMember of the Board, Q&A Corporation
Apr. 2015

Number of theCompany’s
shares owned

33,000

Associate Senior Vice President andMember of the Board of the Company
President and CEO, Q&A Corporation(retired in June 2017)

Apr. 2016

Member of the Board of the Company

June 2017

President (Representative Director) of theCompany (present position)

June 2022

CEO (Chief Executive Officer) of theCompany (present position)[Reasons for selection as a candidate for Director]
Mr. Yushi Ushijima has accumulated an abundance of knowledge and experience regarding the businessenvironment and industries of the Company from having served as General Manager of branch divisions andperforming other duties. After leading our subsidiary, he has contributed to the Company’s business expansion
as President (Representative Director) of the Company since 2017 based on his abundant knowledge andexperience.
The Company believes he is a suitable candidate to further enhance our group’s corporate value and tostrengthen the effectiveness of the Board’s decision-making and oversight functions by drawing on his careerbackground and experience. In light of these reasons, the Company proposes his reelection as a Director.

- 5 -

No.

Name (Date of birth/othernotes)

Osamu Kikuchi(September 14, 1967)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1990

Joined the Company

Apr. 2013

Senior Manager, Solutions Business
Promotion Group, EmpoweredOfficeMarketing Promotion Division, SI &Services Operations Unit

Apr. 2015

Senior Manager, Office Design Group,
EmpoweredOffice Business Development
Division

Apr. 2018

Assistant General Manager,
EmpoweredOffice Business Development
Division

Apr. 2019

Senior Project Manager, DX Business
Promotion Division, Business Design
Operations Unit

July 2019

Seconded to NEC Corporation of America

Apr. 2021

Associate Senior Vice President

Apr. 2022

Senior Vice President (present position),
Executive General Manager, Business
Design Operations Unit

Apr. 2023

Executive General Manager, DX Solutions
Business Unit (present position)

June 2023

Member of the Board (present position) andCDO (Chief Digital Officer) (present
position)[Reelection]
Years of service as Director:
1 year2

Attendance at Board of
Directors meetings:
10/10 meetings (100%)

Number of theCompany’s
shares owned

2,700[Reasons for selection as a candidate for Director]
Mr. Osamu Kikuchi has a track record of driving the growth of workstyle innovation-related businesses,
including through the promotion of the commercialization of “EmpoweredOffice,” which is a workstyleinnovation that makes use of ICT, as well as alliances with U.S. startup companies to create new businesses. In
addition, since 2021, he has contributed to the strengthening of the customer base and business base of theCompany in the digital business area as an executive officer.
The Company believes he is a suitable candidate to promote the Company’s DX technology, business strategy
and global strategy by drawing on his knowledge and experience. In light of these reasons, the Company
proposes his reelection as a Director.

- 6 -

No.

Name (Date of birth/othernotes)

Michitaka Ono(October 9, 1969)[Reelection]

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1988

Joined the Company

Apr. 2013

Senior Manager, 2nd Marketing & Sales
Department, Carrier Solution Marketing &Sales Division, Marketing & Sales
Development Unit of the Company

Oct. 2014

Assistant General Manager, Carrier Solution
Marketing & Sales Division, Marketing &Sales Development Unit of the Company

Apr. 2016

General Manager, Global Business Division,
Carrier Public Solutions Operations Unit of
the Company

Apr. 2017

General Manager, Global Carrier Division,
Carrier Public Solutions Operations Unit of
the Company

Years of service as Director:
1 yearApr. 2019
Attendance at Board of
Directors meetings:
10/10 meetings (100%)

3

Associate Senior Vice President, K&N
System Integrations Corporation

June 2019

Associate Senior Vice President andMember of the Board, K&N System
Integrations Corporation

June 2020

President (Representative Director), K&N
System Integrations Corporation (scheduled
to retire in June 2024)

June 2023

Member of the Board of the Company(present position)

Number of theCompany’s
shares owned

5,310[Significant concurrent positions outside the Company]
President (Representative Director), K&N System
Integrations Corporation (scheduled to retire in June 2024)[Reasons for selection as a candidate for Director]
Mr. Michitaka Ono has accumulated an abundance of knowledge and experience in contributing tostrengthened profitability and expansion of business areas as a manager of the sales unit and business unit in
the carrier business field, and experience from his track record of contributing to the expansion of global
business areas, including the launch of the Company’s overseas subsidiary. In addition, since June 2020, he
has contributed to the improved sophistication and expansion of the telecommunications infrastructurebusiness as president of our subsidiary.
The Company believes he is a suitable candidate to further develop and evolve the Company’s businesses bydrawing on his career background and experience, such as enhancing our group’s corporate value andresponding to drastic changes in the environment in Japan and overseas. In light of these reasons, theCompany proposes his reelection as a Director.
[Matters regarding special interest]
Mr. Michitaka Ono holds the concurrent positions of President (Representative Director) at K&N System
Integrations Corporation, a subsidiary of the Company, and there is a business relationship between K&N
System Integrations and the Company in the provision of development, operation support, maintenance, etc.,
for a telecommunications carrier and the area design, installation and construction of base stations for themobile telecommunications business.

- 7 -

No.

Name (Date of birth/othernotes)

Junji Ashida(March 12, 1969)[New Candidate]

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2009

Senior Manager, Information Technology &Services Planning Division, NEC
Corporation

Apr. 2013

Senior Manager, System Integration &Services Planning Division, NEC
Corporation

Apr. 2014

General Manager, Corporate Planning
Division, NEC Solution Innovators, Ltd.

Apr. 2016

Associate Senior Vice President, General
Manager, Corporate Planning Division, NEC
Solution Innovators, Ltd. (retired in March2017)

Apr. 2017

General Manager, Corporate Strategy
Division, NEC Corporation

June 2017

Member of the Board of the Company(retired in June 2023)

Apr. 2022

Managing Director, Corporate Strategy
Division, NEC Corporation (retired in June
2023)

July 2023

Senior Vice President of the Company(present position)

4

Number of theCompany’s
shares owned

0[Reasons for selection as a candidate for Director]
Mr. Junji Ashida has extensive knowledge and experience in corporate strategy and planning and corporate
governance, having served as the Managing Director and General Manager of the Corporate Strategy Divisionof NEC Corporation and a member of the Board of the Company. He currently holds the position of SeniorVice President at the Company, and is responsible for overseeing its corporate staff divisions, facilitating theenhancement of the corporate value of the Company and our subsidiaries and the strengthening of its
management foundation.
The Company believes he is a suitable candidate to promote the Company’s growth strategy, human resource
strategy and corporate governance by drawing on his knowledge and experience. In light of these reasons, theCompany proposes his election as a Director.
[Other matters]
・Mr. Junji Ashida has been an executing person at NEC Corporation, which is the parent company of theCompany, within the past ten years. His positions while working for NEC Corporation are as described in“Career summary, position and responsibilities (Significant concurrent positions outside the Company)”
above.
・He served as a director of the Company for six years from June 2017 to June 2023.

- 8 -

No.

Name (Date of birth/othernotes)

Hiroto Sugahara(August 10, 1973)[Reelection]

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 2016

Senior Manager, Research Planning
Division, NEC Corporation

Apr. 2019

General Manager, Corporate Technology
Division, NEC Corporation

Apr. 2022

Managing Director, Global Innovation
Strategy Division, NEC Corporation

Apr. 2023

Managing Director, Corporate Strategy
Division, NEC Corporation

Years of service as Director:
June 2023
1 yearAttendance at Board of
Directors meetings:
10/10 meetings (100%)
5Apr. 2024

Number of theCompany’s
shares owned

Member of the Board of the Company(present position)

0

Managing Director, Corporate Strategy andSustainability Promotion Division, NEC
Corporation (present position)[Significant concurrent positions outside the Company]
Managing Director, Corporate Strategy and Sustainability
Promotion Division, NEC Corporation[Reasons for selection as a candidate for Director]
Mr. Hiroto Sugahara has extensive knowledge and experience concerning R&D and new businessdevelopment in the growth areas from his experience serving as General Manager of the Corporate
Technology Division and Managing Director of the Global Innovation Strategy Division at NEC Corporation,and currently holds the position of Managing Director of Corporate Strategy and Sustainability Promotion
Division of NEC Corporation, and has knowledge and experience in corporate strategy and planning.
The Company believes he is a suitable candidate to promote the Company’s DX technology strategy and othergrowth strategies by drawing on his knowledge and experience. In light of these reasons, the Company
proposes his reelection as a Director.
[Other matters]
Mr. Hiroto Sugahara has been an executing person at NEC Corporation, which is the parent company of theCompany, currently and within the past ten years. His positions while working for NEC Corporation are as
described in “Career summary, position and responsibilities (Significant concurrent positions outside theCompany)” above.

- 9 -

No.

Name (Date of birth/othernotes)

Noriko Ito(October 13, 1970)[New Candidate]

6

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2016

Senior Manager, NTT DOCOMO Sales
Division, NEC Corporation

Apr. 2019

Assistant General Manager, NTT DOCOMO
Sales Division, NEC Corporation

Apr. 2021

Assistant General Manager, Corporate
Strategy Division, NEC Corporation

Apr. 2022

General Manager, Corporate Strategy
Department, Corporate Strategy Division,
NEC Corporation

Apr. 2024

Senior Director, Telecom Services Business
Planning Department, NEC Corporation(present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Senior Director, Telecom Services Business Planning
Department, NEC Corporation[Reasons for selection as a candidate for Director]
Ms. Noriko Ito has served as Assistant General Manager of NTT DOMOCO Sales Division and General
Manager of Corporate Strategy Department at NEC Corporation, and currently holds the position of SeniorDirector of Telecom Services Business Planning Department at NEC Corporation. She has expertise in the
carrier business, which is necessary for the expansion of service and business areas of the Company.
The Company believes she is a suitable candidate to promote the Company’s sales and marketing strategies bydrawing on her knowledge and experience. In light of these reasons, the Company proposes her election as a
Director.
[Other matters]・Ms. Noriko Ito has been an executing person at NEC Corporation, which is the parent company of theCompany, currently and within the past ten years. Her positions while working for NEC Corporation are as
described in “Career summary, position and responsibilities (Significant concurrent positions outside theCompany)” above.
・The name recorded in the family register of Ms. Noriko Ito is Noriko Takahashi.

- 10 -

No.

Name (Date of birth/othernotes)

Michiko Ashizawa(October 23, 1972)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1996

Joined Century Audit Corporation (currently
KPMG AZSA LLC), International
Department (retired in May 2001)

Sept. 2003

Joined Industrial Revitalization Corporationof Japan (retired in January 2006)

Feb. 2006

Joined Advantage Partners LLP (currently
Advantage Partners, Inc.) (retired in January
2007)

Apr. 2013

Associate Professor, International College ofArts and Science (currently School of
Economics and Business Administration),
Yokohama City University (retired in August
2023)
Associate Professor, Graduate School ofInternational Management, Yokohama City
University (retired in August 2023)

Sept. 2016

Part-time lecturer, Graduate School ofBusiness Administration, Keio University

June 2018

Outside Director of the Company (present
position)Aug. 2022

Visiting Scholar, Stanford University (retiredin August 2023)

Sep. 2023

Associate Professor, Graduate School ofBusiness Administration, Keio University(present position)

Oct. 2023

Member, Council for Promotion ofRegulatory Reform (current position)[Reelection][Candidate for Outside
Director][Independent Director]
Years of service as
Outside Director:
6 years
Attendance at Board of
Directors meetings:
12/12 meetings (100%)

7

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Associate Professor, Graduate School of Business
Administration, Keio University
Outside Director, GREE, Inc.
[Reasons for selection as Outside Director and overview of expected role]
Ms. Michiko Ashizawa has an abundance of experience, including business experience as a certified public
accountant at an audit firm and engaging in revitalization projects of major companies at Industrial
Revitalization Corporation of Japan. She also possesses expertise in all aspects of business administration,
mainly researching M&A for corporate restructuring and serving as an associate professor at a graduate
school.
The Company believes she will play an appropriate role in matters such as giving advice and providing
supervision related to managing the Company, particularly from the perspectives of global strategy and growthstrategy by drawing on her knowledge and experience, and therefore the Company proposes her reelection as
an Outside Director. Although she has no experience of being involved in corporate management other than byserving as an outside director, the Company believes she is capable of appropriately performing the duties ofan outside director in light of the reasons stated above.
[Matters regarding independence of Outside Director]
・The Company has reported to Tokyo Stock Exchange, Inc., on the designation of Ms. Michiko Ashizawa asan Independent Director under the rules of Tokyo Stock Exchange, Inc. If her reelection is approved at this
General Meeting of Shareholders, the Company will continue to designate her as an Independent Director.
・The Company has a business relationship with Keio University and GREE, Inc., where she holds concurrent
positions, and had a business relationship with Yokohama City University, where she held concurrent
positions within the past three years. However, the amount of such business transactions is less than 0.2% of
the respective sales (total revenue) of the Company or any of the parties.
Note: In calculating the above percentages, each university’s total revenues published in the FY2022 financial
results were used.

- 11 -

No.

Name (Date of birth/othernotes)

Mamoru Yoshida(May 21, 1956)[Reelection][Candidate for Outside
Director][Independent Director]
Years of service as
Outside Director:
4 years
Attendance at Board of
Directors meetings:
12/12 meetings (100%)
8

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2009

Executive Officer, Panasonic Corporation(currently Panasonic Holdings Corporation;
hereinafter the same), Senior Vice President,
AVC Networks Company

Apr. 2012Managing Executive Officer, Panasonic
Corporation, President, AVC Networks
Company

June 2012Managing Director, Panasonic Corporation

Apr. 2013

Managing Director in charge of Technology,
Intellectual Property and Information
Systems, Panasonic Corporation

Apr. 2015

Senior Vice President, Appliances Company,
Panasonic Corporation, President, Air-con
Company (a part of the Appliances
Company)

June 2015

Managing Executive Officer, Panasonic
Corporation

June 2016

Senior Audit & Supervisory Board Member,
Panasonic Corporation (retired in June 2020)

June 2020

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Outside Director, Kaga Electronics Co., Ltd. (scheduled toassume position in June 2024)[Reasons for selection as Outside Director and overview of expected role]
Mr. Mamoru Yoshida has led various businesses, including overseas business, and served as technology officer
and corporate auditor at a major electrical appliance manufacturer. In addition to excellent management skills
and strategy building ability, he possesses extensive insight and experience particularly in technology
management and corporate governance.
The Company believes he will play an appropriate role in matters such as giving advice and providing
supervision related to managing the Company, particularly from the perspectives of corporate strategy andgovernance by drawing on his knowledge and experience. In light of these reasons, the Company proposes his
reelection as an Outside Director.
[Matters regarding independence of Outside Directors]
・The Company has reported to Tokyo Stock Exchange, Inc., on the designation of Mr. Mamoru Yoshida as an
Independent Director under the rules of Tokyo Stock Exchange, Inc. If his reelection is approved at this
General Meeting of Shareholders, the Company will continue to designate him as an Independent Director.
・The Company has a business relationship with Kaga Electronics Co., Ltd., where he is scheduled to assume
his concurrent position as outside director. However, the amount of such business transactions is less than
0.1% of the respective sales of the Company and Kaga Electronics Co., Ltd.

- 12 -

No.

Name (Date of birth/othernotes)

Mikiko Morimoto(July 26, 1973)[Reelection][Candidate for Outside
Director][Independent Director]
Years of service as
Outside Director:
1 yearAttendance at Board of
Directors meetings:
9/10 meetings (90%)
9Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1996

Joined The Japan Research Institute,
Limited. (retired in July 1999)

July 2000

Joined Nagashima Ohno & Tsunematsu(retired in July 2010)

Sept. 2014

Secretary to the Minister of Economy,
Embassy of Pakistan in Japan (retired in
March 2015)

May 2015

Joined Asuka Asset Management Co., Ltd.
(currently Aizawa Asset Management Co.,
Ltd.) (retired in February 2018)

Jan. 2018

Joined SDG Partners, Inc. (retired in May
2021)

Feb. 2021

CEO, karna ltd. (present position)

June 2023

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
CEO, karna ltd.
Outside Director, ITOHAM YONEKYU HOLDINGS INC.

[Reasons for selection as Outside Director and overview of expected role]
Ms. Mikiko Morimoto, after gaining experience at private companies such as private thinktanks inmacroeconomic research and analysis, management of investment fund, and consulting in areas such as
corporate and organizational sustainability promotion and ESG response, established a consulting company
that provides comprehensive support for sustainability management, at which she serves as CEO.
The Company believes she will play an appropriate role in matters such as giving advice and providing
supervision related to managing the Company, particularly from the perspective of sustainability by drawing
on her knowledge and experience. In light of these reasons, the Company proposes her reelection as an
Outside Director.
[Matters regarding independence of Outside Directors]
・The Company has reported to Tokyo Stock Exchange, Inc., on the designation of Ms. Mikiko Morimoto as
an Independent Director under the rules of Tokyo Stock Exchange, Inc. If her reelection is approved at this
General Meeting of Shareholders, the Company will continue to designate her as an Independent Director.
・There are no business transactions or special interests between the Company and karna ltd., where she
serves as CEO. The Company has a business relationship with ITOHAM YONEKYU HOLDINGS INC.,
where she holds a concurrent position. However, the amount of such business transactions is less than 0.1%of the respective sales of the Company and ITOHAM YONEKYU HOLDINGS INC.
Notes:

1. There are no special interests between the Company and any of above candidates, except for Mr. Michitaka Ono.
2. Liability limitation agreement with candidates for Directors:
The Company has entered into liability limitation agreements with Mr. Hiroto Sugahara, Ms. Michiko Ashizawa,
Mr. Mamoru Yoshida, and Ms. Mikiko Morimoto to limit the maximum amount of their liability to compensate
for damages due to a failure to perform their duties as set forth in the provisions of Article 423, paragraph (1) of
the Companies Act. The limit of liability under these agreements is 1,200,000 yen or the minimum liability amountprescribed in the laws and regulations, whichever is higher. If their reelections are approved at this General Meetingof Shareholders, the Company will continue this agreement with each of them. If the election of Ms. Noriko Ito isapproved at this General Meeting of Shareholders, the Company will enter into the same liability limitationagreement with her.
3. D&O (directors, corporate auditors and officers) liability insurance contract with candidates for Directors:
NEC Corporation, the parent company of the Company, has entered into a D&O liability insurance contract asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Those insured by
the insurance contract are Directors, Corporate Auditors and Senior Vice Presidents, etc., of NEC Corporation andits subsidiaries, which include the Company. The premiums for the insured at the Company are paid in full by theCompany.
The insurance contract will reimburse the payment for the legal damages and defense costs of the insured arisingfrom any claim(s) made against the insured for their performance in their respective capacities.
The candidates, except for Ms. Noriko Ito, are already covered by this policy, and if their reelections are approved,
they will continue to be covered under this policy. In addition, if the election of Ms. Noriko Ito is approved, shewill also be covered under this policy.

- 13 -

Proposal 3:

Election of two (2) Corporate Auditors

The term of office of Corporate Auditor Mr. Yohei Otani will expire, and Corporate Auditor Mr. Naoki
Iwasaki will resign at the conclusion of this General Meeting of Shareholders. The Company proposes toelect two (2) Corporate Auditors.
The candidates for Corporate Auditor are as follows.
The Board of Corporate Auditors has given its consent to this proposal.
No.

Name (Date of birth/othernotes)
Yohei Otani(September 12, 1961)

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

General Manager, Human Resources
Development, NEC Software Co., Ltd.
(currently NEC Solution Innovators, Ltd.)(retired in March 2013)

Apr. 2013

Department Manager, Human Resources
Development, Public Planning Division,
NEC Corporation (retired in March 2017)

Apr. 2017

General Manager, Personnel Relations
Division of the Company

June 2017

Associate Senior Vice President of theCompany[Reelection]
Years of service as
Corporate Auditor:
4 years
Attendance at Board of
Directors meetings:
12/12 meetings (100%)1June 2020
Attendance at Board of
Corporate Auditors meetings:
13/13 meetings (100%)

Number of theCompany’s
shares owned

200

Full-time Corporate Auditor of the Company(present position)[Reasons for selection as a candidate for Corporate Auditor]
Mr. Yohei Otani has extensive knowledge and experience in human resources management, labor affairs, talentdevelopment, and compliance, having served as the manager of human resource divisions of a business unit of
NEC Corporation and its domestic affiliated company. He was appointed as Associate Senior Vice President of
the Company in 2017, and as an officer in charge of human resources, general affairs, and legal affairs, hasbeen promoting work-style innovation and risk management reinforcement to prepare the Company foraccelerating innovation.
The Company believes he is capable of auditing the legitimacy of its business operations from a fair andobjective standpoint by drawing on his knowledge and experience. In light of these reasons, the Company
proposes his reelection as a Corporate Auditor.
[Other matters]
Mr. Yohei Otani has been an executing person at NEC Corporation, which is the parent company of theCompany, within the past ten years. His positions while working for NEC Corporation are as described in“Career summary, position and responsibilities (Significant concurrent positions outside the Company)” above.

- 14 -

No.

Name (Date of birth/othernotes)

Hiroshi Itami(December 13, 1963)[New Candidate]2

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
July 2002

Senior Manager, Corporate Finance &Controller Division of the Company

July 2003

Senior Manager, Management Department,
Marketing & Sales Planning Office,Marketing & Sales Operations Unit

July 2008

Senior Manager, Treasury Office, Corporate
Finance & Controller Division

Apr. 2010

Assistant General Manager, Corporate
Finance & Controller Division

Apr. 2013

General Manager, Corporate Finance &Controller Division

Apr. 2019

Associate Senior Vice President

Apr. 2022

Senior Vice President

Apr. 2024

Executive Advisor, Corporate Auditors'
Office (scheduled to retire in June 2024)

Number of theCompany’s
shares owned

1,671[Reasons for selection as a candidate for Corporate Auditor]
Mr. Hiroshi Itami has accumulated extensive knowledge and experience in corporate accounting, internal
control, and business strategy formation through his positions in accounting and marketing and sales
management. Since his appointment as an Associate Senior Vice President of the Company in 2019, he has
been responsible for overseeing the corporate staff divisions.
The Company believes he is capable of auditing the legitimacy of its business operations from a fair andobjective standpoint by drawing on his knowledge and experience. In light of these reasons, the Company
proposes his election as a Corporate Auditor.

Notes:

1. There are no special interests between the Company and any of above candidates.
2. D&O (directors, corporate auditors and officers) liability insurance contract with candidates for Corporate Auditors:
NEC Corporation, the parent company of the Company, has entered into a D&O liability insurance contract asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Those insured by
the insurance contract are Directors, Corporate Auditors and Senior Vice Presidents, etc., of NEC Corporation andits subsidiaries, which include the Company. The premiums for the insured at the Company are paid in full by theCompany.
The insurance contract will reimburse the payment for the legal damages and defense costs of the insured arisingfrom any claim(s) made against the insured for their performance in their respective capacities.
Mr. Yohei Otani and Mr. Hiroshi Itami are already covered by this policy, and if their reelection and election areapproved, they will continue to be covered under this policy.

- 15 -

Member of the Board and Corporate Auditor Skills Matrix (if each candidate is elected at this General
Meeting of Shareholders)
Based on the role and function of the Board of Directors, which was deliberated on in the medium- to longterm management strategy of the Company and the evaluation of the effectiveness of the Board of Directors,
the skills, experience, and expertise that are particularly expected of members of the Board of Directors of
the Company are as follows.
Note: In order to better clarify the skills that the Company expects its Directors and Corporate Auditors topossess, the skill item “Sustainability and ESG” has been classified into “Environment and carbon
neutrality,” “Human resource management (HRM)” and “Corporate governance.”
Reasons for selecting the following skill areas as skills expected of Directors and Corporate Auditors
Expertise and experience in management reform are critical to formulating
and implementing medium- to long-term management strategies to achieve
the Company’s vision of Sustainable Symphonic Society by 2030 with a
Corporate management
view to responding to changes in the business environment andstrengthening the management foundation of the Company, thereby
achieving the Company’s sustainable growth.
Expertise and experience in the Company’s business areas are essential toadvance existing businesses, drive their digital transformation, andTechnology
strengthen the Company’s innovation capabilities for creating new value
through promoting “DX × next generation networks (Beyond 5G)”.
Expertise and experience in marketing, branding and sales strategies are
crucial to strengthening relationships with customers as well as creating
Sales and marketingand enhancing customer value through self-implementation-based
consulting services.
Expertise and experience in overseas operations, global trends of markets
and the latest technologies are essential to expand our business and create
Globalnew solutions.
Expertise and experience in finance, accounting and investment are critical
Finance, accounting andto developing a financial strategy that allows the Company to build a solid
Investment
financial base, growth investment for maximizing corporate value andstrengthen shareholder returns.
Expertise in the environmental issues, including carbon neutrality, isnecessary for the Company to make all its businesses more climateEnvironment and carbon neutrality
resilient and to contribute to society.
Expertise and experience in human resource strategies are required in order
to offer greater growth opportunities to employees, enhance theirHRM
engagement, and to create a culture where they can take initiative, while(Human Resource Management)
promoting inclusion and diversity as well as acquiring and developing
talents.
Expert knowledge on latest corporate governance practices or experienceor practical insight in implementing corporate governance reform is
Corporate governancerequired in order to strengthen the Company’s corporate governance andensure sustainable enhancement of its corporate value.

- 16 -

Planned appointments asmembers of committees
Name

Yushi Ushijima

Nomination andCompensation
Committee

SpecialCommittee○

Particular area that the Company expects for Directors and Corporate Auditors
Corporate
management

Sales andmarketingGlobalFinance,accounting andInvestment

○

●

●

●

●

●

●
●
●

●

Hiroto Sugahara

Michiko Ashizawa◎○

Mamoru Yoshida○◎

Mikiko Morimoto

○

○

●

●

●
●

Noriko Ito

Corporate
Governance●Junji Ashida

●
●

●

●

●
●

●
●

Yohei Otani●

Hiroshi Itami●●

Akiko Isohata●

Koji Inagaki

Notes:

HRM
Environment and(Human Resource
carbon neutrality
Management)●

Osamu Kikuchi
Michitaka Ono

Technology●

1. These are the skills, experience, and expertise particularly expected of each Director or Corporate Auditor, and do not represent all the skills, experience,and expertise possessed by each Director and Corporate Auditor.
2. “◎” indicates the chairperson of the Nomination and Compensation Committee or the Special Committee.

- 17 -

Policy in the nomination of candidates for Directors[Policy]
In nominating candidates for Directors, the Company has a basic policy of selecting individuals who haveskills and experience to lead management and can contribute to the development of the Company’sbusinesses, while giving consideration to the following and making comprehensive consideration from thestandpoint of placing the right person in the right place.
(Aptitude for Directors)
・A person who has a high level of knowledge about management, objective judgment ability, foresightand insight・A person who has a high level of dignity and high ethical standards
・A person who has ability, knowledge, experience and track records in his/her special fields
・A person who is unbiased and decisive
・A person who understands the overall business activities of the Company

Policy in the nomination of candidates for Corporate Auditors[Policy]
In nominating candidates for Corporate Auditors, the Company has a basic policy of selecting individuals
who have skills and experience to conduct effective audits and can contribute to the development of theCompany’s businesses, while giving consideration to the following and making comprehensive
consideration from the standpoint of placing the right person in the right place.
(Aptitude for Corporate Auditors)
・A person who has a high level of knowledge about management, objective judgment ability, foresightand insight・A person who has a high level of dignity and high ethical standards
・A person who has ability, knowledge, experience and track records in his/her special fields
・A person who is unbiased and decisive
・A person who understands the overall business activities of the Company- 18 -

Standards for Judgment of the Independence of Outside Directors/Corporate Auditors
The Company has established the following standards for ensuring the independence of candidates for Independent Outside
Director and candidates for Independent Outside Corporate Auditor.
Independent Outside Directors and Independent Outside Corporate Auditors must meet these standards even after taking
office.
(1) A person who is not a director, corporate auditor, executive officer or other employee of the Company or its subsidiaries
within the past ten years(2) A person who is not a director, corporate auditor, executive officer or other employee of NEC Corporation or its
subsidiaries within the past ten years(3) A person who has not been engaged in major transactions with the Company or who has not been an executing personof such a company which makes major transactions with the Company within the past three years* “Major transactions” means transactions in which the transaction amount with the Company exceeds 2% of the annual
consolidated sales or total revenue of either the Company or the person with which the transaction is conducted.
(4) A person who is not a consultant, accounting expert, or legal expert who has received a large amount of money, etc.
from the Company in addition to compensation for officers or who has not belonged to the organization such as acorporation, union, etc. which has received a large amount of money, etc. from the Company in addition tocompensation for officers within the past three years* “Large amount of money, etc.” means transactions where the amount paid by the Company exceeds 10 million yen
in a year. However, if the person receiving such money, etc., is an organization, “large amount of money, etc.”
means transactions that exceed 10 million yen per year or 2% of the annual consolidated sales or total revenue ofthat organization, whichever is higher.
(5) A person who is not a shareholder (or business executing person of the corporation in the case where the shareholder
is a corporation) who holds 10% or more of the total voting rights of the Company within the past three years(6) A person who is not from a company, where outside officers of the Company serve mutually as officers(7) A person who has not received a large donation from the Company or who is not from the organization to which theCompany made the large donation within the past three years* “Large donation” means a donation in which the amount of our donation exceeds 10 million yen in a year or 2% of
the annual consolidated sales or total revenue of either the Company or the recipient of the donation, whichever ishigher.
(8) A person who is not a relative within the second degree of the person listed in (1) to (7) above(9) In addition, there is no doubt regarding the person about independence as an outside officer of our group- 19 -