(English Translation)
This English translation is an abridged version of the original document in Japanese.
In the event of any discrepancy, the Japanese version prevails.

Securities code: 3844
June 6, 2024
Start of electronic provision: May 30, 2024

To Our Shareholders:

1-11-2, Osaki, Shinagawa-ku, Tokyo, JapanCOMTURE CORPORATION
Chihiro Sawada, President

Notice of Convocation of the 40th Ordinary General Meeting of Shareholders
Notice is hereby given that the 40th Ordinary General Meeting of Shareholders of COMTURE CORPORATION(“COMTURE” or the “Company”) will be held as described below.
Reference materials for this shareholders meeting are provided electronically and can be viewed as electronically
distributed information for the Notice of Convocation of the 40th Ordinary General Meeting of Shareholders on thefollowing websites.
COMTURE website: https://www.comture.com/
In addition to the COMTURE website, information is posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
After accessing the Tokyo Stock Exchange website, enter either “Comture” in the company name box or “3844” in the
securities code box and click search. Then select “Basic information” and then “Documents for public inspection/PR
information.”
We ask shareholders to submit your votes in advance in writing or by using the Internet instead of attending themeeting in person. If you exercise your voting rights in advance, please review the enclosed “Reference Materials ofOrdinary General Meeting of Shareholders” that are distributed electronically and send the enclosed voting form bypostal mail or use the designated website for voting (https://evote.tr.mufg.jp/), entering your votes for or against
proposals. Submit your votes by 5:30 p.m., Thursday, June 20, 2024.
1

Date and time

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

2

Place

Gate City Hall, GATE CITY OHSAKI Cultural Facility Building Basement Level 1
1-11-1, Osaki, Shinagawa-ku, Tokyo, Japan

3

Agenda for the Meeting
Matters to be reported (1) Report on the business report and the consolidated financial statements for the
40th fiscal year (April 1, 2023 to March 31, 2024), and audit results on the
consolidated financial statements by the Accounting Auditor and the Audit &Supervisory Committee(2) Report on the non-consolidated financial statements for the 40th fiscal year
(April 1, 2023 to March 31, 2024)
Matters to be resolved
Proposal 1:
Proposal 2:
Proposal 3:

Appropriation of Surplus
Election of Three (3) Directors (Excluding Directors who areMembers of Audit & Supervisory Committee)
Election of Two (2) Directors who are Members of Audit &Supervisory Committee

 If there are revisions to the electronically distributed information, notification of the revisions and the information before andafter revisions will be posted on COMTURE website and Tokyo Stock Exchange website.
 Of the documents to be provided to shareholders in this convocation notice, Matters Concerning the Company’s Share
Acquisition Rights, etc., Corporate Structure and Policy, Consolidated Statement of Changes in Equity, Notes to Consolidated
Financial Statements, Non-consolidated Statement of Changes in Equity, and Notes to Non-consolidated Financial Statements
are not included because they are posted on the Company’s website (https://www.comture.com/ir/irlibrary/shareholdersmeeting/)
in accordance with laws and regulations and Article 12 of the Company’s Articles of Incorporation. Shareholders who ask toreceive paper documents will receive documents not containing these items. The documents accompanying this convocation
notice are a part of the Consolidated Financial Statements, Non-consolidated Financial Statements, and Business Report, whichwere audited by the Audit & Supervisory Committee for preparing the audit report and the accounting auditor for preparing theaccounting audit report, respectively.

1

Proposal 1

Appropriation of Surplus

COMTURE aims for increasing its corporate value based on sound growth on a continuous basis. With regard to profit
distribution, we intend to proactively return profits to our shareholders while balancing the adequacy of internal
reserve and the dividend payout ratio based on the current performance.
We will make effective use of retained earnings in order to expand our operations and strengthen our financial position.
Under the policy above and in consideration of the current performance and operating environment onward, we plan
to pay dividends from retained earnings as follows:
Matters Concerning Year-End Dividends
1Type of dividend

Cash

2

Matters relevant to allotment ofdividends and total amount to be
distributed

Dividend of3

Effective date of the distribution ofretained earnings

11.50 yen per share
Total dividends of 366,674,004 yen
June 24, 2024

Reference: Shareholder Return

4Q dividend per share (Yen)Aim for a dividend payout ratio of at least 45%

3Q dividend per share (Yen)
2Q dividend per share (Yen)
1Q dividend per share (Yen)
Payout ratio (%)

FY3/09FY3/10FY3/11

FY3/12

FY3/13

FY3/14

FY3/15

FY3/16

FY3/172

FY3/18

FY3/19FY3/20FY3/21

FY3/22 FY3/23

FY3/24(Forecast)Proposal 2

Election of Three (3) Directors (Excluding Directors who Are Membersof Audit & Supervisory Committee)

The terms of office of all directors (excluding directors who are members of Audit & Supervisory Committee) will
expire. Accordingly, we propose the election of three (3) directors.
The director candidates (excluding directors who are members of Audit & Supervisory Committee) are as follows:No.

1

Name (Age)

Reelection

Number of meetings
attended/Number of
meetings(Attendance rate)

Current positions andresponsibilities

Chihiro Sawada (62)Representative Director,
President

17/17(100%)

17/17(100%)

2

Reelection

Osamu Noma (69)

Representative Director,
Senior Executive Vice
President, General Manager,
Corporate Management
Division

3

Reelection

Junko Dochi (60)

Director

Outside Director
Independent officer

17/17(100%)

Note: COMTURE has signed the liability insurance contract for executives with an insurance company as prescribed in Paragraph
1, Article 430-3 of the Companies Act, and plans to renew this contract in September 2024. The insurance policy covers
the costs of litigation and compensation for damages incurred by the insured due to corporate lawsuits, third-party lawsuits,
shareholder lawsuits, etc. If the director candidates in this proposal are reelected, this insurance coverage will continue forall of these individuals.

3

No.

1

Chihiro Sawada

Reelection

Brief personal record and positions and responsibilities at COMTURE
Joined IBM Japan, Ltd.
General Manager, Lotus Business Department of IBM Japan, Ltd.
Manger, Central Laboratory of NEC Corporation
Vice President and General Manager, Business Innovation Strategy
Unit of NEC Corporation
Joined the Company, Managing Executive Officer and General
April 2014
Manager, Business Management Division of the Company
President of COMTURE Marketing Corporation
Managing Director and General Manager, Business Management
June 2014
Division of the Company
Managing Director in charge of Business Management of theJuly 2017
Company
Senior Managing Director in charge of Business Management of theJune 2018
Company
President of the Company
April 2019
President of the Company (current)
June 2023
Significant concurrent positions
President of COMTURE Network Corporation
April 1986
January 2004
April 2009
April 2013
■ Date of Birth (Age)

October 14, 1961 (62)■Attendance at Board of Directors
meetings (Attendance rate)
17/17 meetings (100%)■ No. of shares owned

23,312

Reasons for nomination as a candidate for Director
Mr. Sawada became a Managing Director in 2014 and has been supervising all business operations since becoming President inApril 2019. He is using his extensive IT industry knowledge to make important decisions about business operations. Mr. Sawada
is a candidate for reelection as a Director so that he can contribute to the continued growth of the COMTURE Group.

No.

2

Osamu Noma

Reelection

Brief personal record and positions and responsibilities at COMTURE
Joined Mitsubishi Corporation
CFO of Mitsubishi International U.K. (current Mitsubishi
Corporation International (Europe) Plc)
General Manager, Merchant Banking, M&A Division of Mitsubishi
October 2008
Corporation
Full time Audit & Supervisory Board Member of Mitsubishi
June 2011
Corporation
Director, Senior Executive Officer and CFO of KFC Holdings Japan,
June 2015
Ltd.
Managing Director of the Company
June 2017Managing Director in charge of Corporate Management of theJuly 2017
Company
Senior Executive Director in charge of Corporate Management of theJune 2022
Company
Senior Executive Vice President, General Manager, Corporate
June 2023
Management Division of the Company (current)
Significant concurrent positions―
April 1978
April 2004

■ Date of Birth (Age)

September 1, 1954 (69)■

Attendance at Board of Directors
meetings (Attendance rate)
17/17 meetings (100%)■ No. of shares owned

8,324

Reasons for nomination as a candidate for Director
Since becoming a Managing Director in 2017 and a Senior Executive Vice President in June 2023, Mr. Noma has used his
extensive experience and accomplishments involving accounting and finance to strengthen the operations of COMTURE,
improve efficiency and implement working-style reforms. Mr. Noma is a candidate for reelection as a Director so that he cancontribute to the continued growth of the COMTURE Group.

4

No.

3

Junko Dochi

Reelection

Outside Director

Independent officer

Brief personal record and positions and responsibilities at COMTURE
Registered as attorney at law (Daiichi Tokyo Bar Association)
Joined Tokyo Eiwa Law Office (current TMI Associates)
November 2007 Joined Jones Day (Foreign Law Joint Enterprise)
Registered as an attorney at law in California, USA
June 2008
Established Hills Law Office (current DOCHI Law Office) (current)
April 2013
Outside Director of the Company (current)
June 2019
October 2002

■ Date of Birth (Age)August 31, 1963 (60)■Attendance at Board of Directors
meetings (Attendance rate)
17/17 meetings (100%)■ No. of shares owned

216

Significant concurrent positions
Representative attorney of DOCHI Law OfficeOutside Director of AEON Bank, Limited
Outside Director of AEON Credit Service (Asia) Company Limited

Reasons for nomination as a candidate for Outside Director and expected responsibilities
As an attorney, Ms. Dochi has extensive experience and knowledge concerning corporate legal affairs. We believe she canprovide opinions involving our management from an objective and fair perspective and contribute to strengthening theCompany’s governance and improving corporate value. She is a candidate for reelection based on our belief that she cancontribute to the consistent growth of the COMTURE Group. The next term of office of Ms. Dochi as an Outside Director will
be five years starting at the conclusion of this shareholders meeting.
Notes: 1. There are no special conflicts of interests between candidates for Directors and the Company.
2. Ms. Junko Dochi is candidate for an Outside Director. The Company has registered Ms. Junko Dochi as an independent
officer to the Tokyo Stock Exchange.
3. If Ms. Junko Dochi is reelected as a Director, the Company intends to extend a limited liability contract with her underwhich the maximum amount of liability for damages is the amount prescribed by laws and regulations.
4. The number of shares of the Company held by each candidate includes the number of equity shares held by the Directors’
Shareholding Association.

5

Proposal 3

Election of Two (2) Directors who Are Members of Audit & Supervisory
Committee

The terms of office of Mr. Masayuki Tsuzuki and Mr. Yutaka Harada, who are members of Audit & Supervisory
Committee, will expire at the conclusion of this shareholders meeting. Therefore, the Company proposes the electionof two (2) directors who are members of Audit & Supervisory Committee. The Audit & Supervisory Committee has
given its consent to this proposal.
Candidates for election as directors who are members of Audit & Supervisory Committee are as follows:

No.

1
2

Name (Age)

Number of Audit
Number of Board& Supervisoryof Directors
Committee
meetings
meetings
attended/Number
attended/Numberof meetingsof meetings(Attendance rate)(Attendance rate)

Current positions andresponsibilities

Director
Masayuki Tsuzuki(Audit & Supervisory(75)
Committee member)
Director
Yutaka Harada
Reelection(Audit & Supervisory(64)
Committee member)
Reelection

Outside Director
Independent officer

Outside Director

17/17(100%)

13/13(100%)

17/17(100%)

13/13(100%)

Note: COMTURE has signed the liability insurance contract for executives with an insurance company as prescribed in Paragraph
1, Article 430-3 of the Companies Act, and plans to renew this contract in September 2024. The insurance policy covers
the costs of litigation and compensation for damages incurred by the insured due to corporate lawsuits, third-party lawsuits,
shareholder lawsuits, etc. If the director candidates in this proposal are newly elected, this insurance coverage will continue
for all of these individuals.

6

No.

1

Masayuki Tsuzuki

Reelection

Outside Director

Independent officer

Brief personal record
April 1971
January 1995

■ Date of Birth (Age)August 23, 1948 (75)
■ Attendance at Board of Directors

meetings (Attendance rate)
17/17 meetings (100%)■ Attendance at Audit & Supervisory
Committee meetings (Attendance
rate)
13/13 meetings (100%)■ No. of shares owned0Joined Mitsubishi Corporation
Deputy General Manager, Corporate Accounting Department of
Mitsubishi Corporation
January 1997
Head of Core System Development Office of Mitsubishi Corporation
April 2001
Manager in charge of Company-wide Information Technology,
Corporate Strategy & Planning Department of Mitsubishi
Corporation
Managing Executive Officer, seconded to IT Frontier Corporation
April 2004
Senior assistant to CIO of Mitsubishi Corporation
March 2008
Full-time Audit & Supervisory Board Member of Coca-Cola Central
Japan Co. Ltd.
May 2010
Advisor of Research Support Coordination, Keio Photonics ResearchInstituteJune 2011
Outside Director of JFE Systems, Inc.
February 2012 Research Support Coordinator, Keio Photonics Research InstituteJune 2017
Outside Director of the Company
June 2022
Outside Director (Audit & Supervisory Committee member) of theCompany (current)
Significant concurrent positions―

Reasons for nomination as a candidate for Director who is a member of Audit & Supervisory Committee
We believe that Mr. Tsuzuki will contribute to strengthening corporate governance through his objective advice on overallmanagement based on his extensive insight gained through extensive business and management experience. The next term ofoffice of Mr. Tsuzuki will be seven years as an Outside Director and two years as an Outside Director who is a member of Audit& Supervisory Committee starting at the conclusion of this Ordinary General Meeting of Shareholders.

7

No.

2

■ Date of Birth (Age)March 11, 1960 (64)■ Attendance at Board of Directors

meetings (Attendance rate)
17/17 meetings (100%)■ Attendance at Audit & Supervisory
Committee meetings (Attendance
rate)
13/13 meetings (100%)

Yutaka Harada

Reelection

Outside Director

Brief personal record
April 1982
Joined Nomura Computer Systems Co., Ltd. (current Nomura
Research Institute, Ltd.)
April 2008
Senior Managing Director, Deputy General Manager, Insurance
System Division of Nomura Research Institute, Ltd.
April 2010
Senior Managing Director, General Manager, Insurance System
Division of Nomura Research Institute, Ltd.
April 2013
Senior Corporate Managing Director, General Manager, Insurance
Solution Division of Nomura Research Institute, Ltd.
June 2016
Full-time Audit & Supervisory Board Member of Nomura ResearchInstitute, Ltd.
June 2022
Outside Director (Audit & Supervisory Committee member) of theCompany (current)
Significant concurrent positions―■ No. of shares owned

0

Reasons for nomination as a candidate for Outside Director who is a member of Audit & Supervisory Committee and expected
responsibilities
Mr. Harada has considerable experience and accomplishments as an Audit & Supervisory Board member in the IT industry. As
a result, COMTURE believes that he has the skills required to be a Director who is a member of Audit & Supervisory Committee.
The next term of office of Mr. Harada will be two years as an Outside Director who is a member of Audit & Supervisory
Committee starting at the conclusion of this Ordinary General Meeting of Shareholders.
Notes: 1. Mr. Masayuki Tsuzuki is a candidate for Outside Director who is a member of Audit & Supervisory Committee. There
are no special conflicts of interests between Mr. Masayuki Tsuzuki and the Company. The Company has registered Mr.
Masayuki Tsuzuki as an independent officer to the Tokyo Stock Exchange. If his election is approved by shareholders,the Company intends to conclude a limited liability contract with him under which the maximum amount of liability fordamages is the amount stipulated in laws and regulations at the time he assumes office.
2. Mr. Yutaka Harada is a candidate for Outside Director who is a member of Audit & Supervisory Committee. If hiselection is approved by shareholders, the Company intends to conclude a limited liability contract with him under which
the maximum amount of liability for damages is the amount stipulated in laws and regulations at the time he assumes
office.
3 Mr. Harada was employed by Nomura Research Institute, Ltd., which has a business relationship with the Company. In
addition, he served as Senior Corporate Managing Director of this company from April 2013 to March 2016 and as Audit& Supervisory Board Member from June 2016 to June 2020. The Company recorded sales from Nomura ResearchInstitute concerning the construction of IT systems. These sales are less than 3% of consolidated sales.
4. The number of shares of the Company held by each candidate includes the number of equity shares held by the Directors’
Shareholding Association.

8

Skill Matrix for Candidates for Directors
If Proposal 2 “Election of Three (3) Directors (Excluding Directors who are Members of the Audit & Supervisory
Committee) and Proposal 3 “Election of Two (2) Directors who are Members of the Audit & Supervisory Committee”
are approved by shareholders with no revisions, the members of the Board of Directors will have the following skills.
Knowledge, experience, etc. of each director candidate
Finance/
Corporate
Technology/ Sales/
IT/DX
Accounting/management
R&D
Marketing
M&A

Name

Directors

Directors
who aremembers of
Audit &
Supervisory
Committee

ChihiroSawada

●

Osamu
Noma

●

●

●

●
●

Junko
Dochi

OutsideMasayukiTsuzukiOutside●●YutakaHaradaOutside●●HiroshiTarutani

Outside●

Naoko
KimuraOutside●●Governance
Human/Internal
resources Internationality
control/management
Legal affairs

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

Note: This skill matrix is not intended to encompass all of the knowledge and experience of these candidates.

9●