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 no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code: 2428)
September 2, 2024
To Shareholders with Voting Rights:
Kazuhiro Miyazawa
President and Representative Director
WELLNET CORPORATION
10-11-4 Odorihigashi, Chuo-ku,
Sapporo, Hokkaido, JapanNOTICE OF THE 42ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce that the 42nd Annual General Meeting of Shareholders of WELLNETCORPORATION (the “Company”) will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of the Reference Documents for the General Meeting of Shareholders,etc. (matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the Company’s website. Please access the website by using the Internet
address shown below to review the information.
The Company’s website:
https://www.wellnet.co.jp/ir/soukai.html (in Japanese)(From the above website, select “Reference Documents for the General Meeting of Shareholders” from
“Menu.”)In addition to posting matters subject to measures for electronic provision on the website above, theCompany also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE).
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website by using the Internet address shown above, enter “WELLNET” in “Issue name(company name)” or the Company’s securities code “2428” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)If you are not attending the meeting in person, you may exercise your voting rights via the Internet or inwriting (by mail). Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 6:00 p.m. on Tuesday, September 24, 2024, Japan time.
[Exercising voting rights via the Internet]
On the website for exercising voting rights designated by the Company (https://evote.tr.mufg.jp/), please
use the voting rights exercise code and password indicated on the enclosed Voting Rights Exercise Form, andenter your votes for the proposals according to the instructions on the screen by the deadline.

-1-When exercising your voting rights via the Internet, please refer to the “Guidance for Exercising Voting
Rights” on page 4 of the Notice of the Annual General Meeting of Shareholders (Measures for Electronic
Provision) on the Company’s aforementioned website and the TSE website.
[Exercising voting rights in writing (by mail)]
Please indicate your vote for or against each proposal on the Voting Rights Exercise Form and return it sothat it is received by the aforementioned deadline.

-2-1. Date and Time:

Wednesday, September 25, 2024 at 2:00 p.m. Japan time
* Reception opens at 12:30 p.m.
* The Management Briefing Session will be held at 1:00 p.m. at the same venue prior
to the General Meeting of Shareholders. We would appreciate if you could also
attend this session.

2. Place:

Regent Hall, Grand Mercure Sapporo Odori Park 2F
11-1-1, Kita-1-jonishi, Chuo-ku, Sapporo, Hokkaido, Japan

3. Meeting Agenda:
Matter to be reported: The Business Report and Financial Statements for the Company’s 42nd Fiscal
Year (July 1, 2023 - June 30, 2024)
Proposals to be resolved:
Proposal 1:
Election of Five (5) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal 2:
Election of One (1) Director Who Is an Audit and Supervisory Committee
Member
Proposal 3:
Election of One (1) Substitute Director Who Is an Audit and Supervisory
Committee Member
4. Other Matters Regarding the Convocation of the Meeting (Guidance for Exercising Voting Rights)(1) If no indication of approval or disapproval of a proposal is made on the voting form when exercising
voting rights in writing (by mail), it will be treated as an indication of approval of the proposal.
(2) If you exercise your voting rights more than once via the Internet, your last vote will be treated as valid.
(3) If you exercise your voting rights in duplicate via the Internet and in writing (by mail), your vote via theInternet will be treated as valid regardless of the time of arrival.
(4) If you exercise your voting rights by proxy, one other shareholder with voting rights may attend themeeting as your proxy. However, please note that you will be required to submit a document certifying
your assignment of proxy rights.
-

-

-

-

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions andthe details of the matters before and after the revisions will be posted on the Company’s aforementioned
website and the TSE website.
Shareholders who have requested the delivery of written documents will also receive written documents
stating the matters subject to measures for electronic provision. However, these written documents will
exclude the following matters in accordance with laws and regulations and Article 18, paragraph (2) of
the Company’s Articles of Incorporation.
Status of Stock Acquisition Rights
System to Ensure Appropriateness of Operations
Overview of Operational Status of System to Ensure Appropriateness of Operations
Statement of Changes in Equity
Notes to Financial Statements
Accordingly, the documents in question comprise a portion of the Financial Statements audited by theaccounting auditor when preparing the accounting audit report and a portion of the Business Report and
Financial Statements audited by the Audit and Supervisory Committee when preparing the audit report.
We decided to discontinue distribution of gifts to shareholders, who attend the General Meeting of
Shareholders, from the 33rd Annual General Meeting of Shareholders. We would like to ask for yourkind understanding.
The Company, at the Board of Directors’ meeting held on August 14, 2024, passed a resolution to pay a
dividend of surplus with a payout ratio of 50% (¥22.15 per share), with starting date of payment of
September 26, 2024.

-3-

[Guidance for Exercising Voting Rights]■ Exercising Voting Rights in Writing
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form and return
it so that it is received by 6:00 p.m. on Tuesday, September 24, 2024, Japan time.
■ Exercising Voting Rights via the Internet
Please confirm the following points before opting to exercise your voting rights via the Internet.
If you are attending the meeting in person, you do not need to follow any procedures for exercising your voting
rights by mail (Voting Rights Exercise Form) or via the Internet.
1. About the Website for Exercising Voting Rights(1) Voting rights can be exercised via the Internet only by accessing the site designated by the Company(https://evote.tr.mufg.jp/) using a computer or smartphone. (Services are unavailable between 2:30
a.m. and 4:30 a.m. every day.)(2) You may not be able to exercise your voting rights depending on the network environment for yourInternet connection, for example, if the firewall is set for the Internet connection, if any anti-virus softwareis installed, if TLS encryption is not used, or if a proxy server is used.
(3) Exercise of voting rights via the Internet will be accepted until 6:00 p.m. on Tuesday, September 24,
2024, Japan time. Please exercise your voting rights at your earliest convenience. If there are any
questions, please contact the Help Desk.
2. Exercising Voting Rights via the Internet(1) Using a Computer On the website for exercising voting rights (https://evote.tr.mufg.jp/), please use the login ID andtemporary password indicated on the enclosed Voting Rights Exercise Form, and enter your vote forthe proposal according to the instructions on the screen.
 To prevent illegal access to the voting system by a person other than the shareholder (impersonation) as
well as to avoid falsification of voting data, you can change your temporary password to any password of
your choosing on the site for exercising voting rights.
 A new login ID and temporary password are issued to you each time a general meeting of shareholders isheld.
(2) Using a Smartphone By scanning the QR Code® indicated on the enclosed Voting Rights Exercise Form withsmartphone, you will be automatically connected to the website for exercising voting rights where
you can exercise your voting rights.
(You do not need to enter your login ID and temporary password.) You may not be able to log in with the QR Code depending on your smartphone. If you are unable tolog in with the QR Code, please exercise your voting rights after reading “2. (1) Using a Computer”
above.
*QR Code is a registered trademark of DENSO WAVE INCORPORATED.
3. Handling of Voting Rights Exercised in Duplicate(1) If you exercise your voting rights in duplicate by mail and via the Internet, your vote via the Internet
will be treated as valid.
(2) If you exercise your voting rights more than once via the Internet, your last vote will be treated as valid.
4. Costs Incurred for Voting Website Access
The costs incurred for the access to the website for exercising voting rights (such as Internet connection
charges) shall be borne by the shareholder.
5. Technical Inquiries
If you have any system-related questions regarding online voting, please contact the Help Desk below.
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division (Help Desk)
Tel: 0120-173-027 (Business hours: 9:00 a.m. to 9:00 p.m.; toll free) (within Japan only)-4-

Business Report(From July 1, 2023 to June 30, 2024)
1. Items Regarding Current Status of the Company(1) Status of business during the fiscal year ended June 30, 2024
1) Progress and results of business
During the fiscal year under review, the Japanese economy continued to face uncertainties ahead caused
by factors such as changes in monetary easing policies by the Bank of Japan, concerns over the outlook forthe depreciation of the yen, and resource prices, amid rising international instability and a sense of political
distrust within Japan.
Under these conditions, active progress was made in digital transformation (DX) across various
industries and businesses in the Company’s main business domain markets, with IT expected to perform
an increasing range of social roles.
The Company has also been engaged in “paperless” and “cashless” initiatives, promoting activities
such as “Response to electronic payment” and “IT Promotion Solution Project for transportation industry
and the MaaS Business” as priority measures, and conducting measures considering a lifestyle-based fintech platform in this context, and has focused on its “Payment Plus Alpha Platform expansion,” including
expansion of the use of a DX tool for membership management, ekaiin.com, and provision of the newservice for issuing and storing electronic invoices, SHIMA-YELL.
The Company collaborated with companies that provide a range of different functions to launch total
services for Sapporo Life Assistance Premium Gift Certificates, utilizing the Company’s payment portalsite and remittance system. It also engaged in the launch of “all-in-one cloud-based services for transport
operators” such as the Surutto QRtto digital ticket service offered by Surutto KANSAI, launched in Juneof this year, which uses QR Codes. At the same time, for “electronic money,” the result of another largescale development project, the Company continued to push ahead with preparations for service
development focused on the next generation of services, including the provision of systems to enable
companies to use electronic money as their own corporate money. The Company also implemented a
localized sales structure (with three bases in Tokyo, Sapporo, and Osaka) to enable it to handle theincreasing scale of projects.
As a result of these business activities, for the fiscal year ended June 30, 2024, the Company reported
net sales of ¥10,132 million (up 7.5% year on year), operating profit of ¥1,222 million (up 30.1% year onyear), ordinary profit of ¥1,223 million (up 30.8% year on year), and profit of ¥836 million (up 31.7% year
on year).
2) Status of capital investment
The total amount of capital investment conducted by the Company during the fiscal year ended June30, 2024 was ¥116 million and the Company invested in mainly the software for information processing
service, server equipment and its auxiliary equipment.
3) Status of fund procurement
There is no relevant information.
(2) Issues to be addressed
The online payment market, the Company’s business domain, is expected to continue achieving acertain level of growth in the future, and we are making efforts to expand and improve our “Payment Plus
Alpha” service, which enables us to provide DX directly and swiftly.
A. “Smartphone payment service,” Shiharai-Hisho and our response to electronic money during the shift
to paperless and cashless
Shiharai-Hisho, which carries out payments via bank-account-linked smartphones, is newly connected
to Mizuho Bank in February 2024 and has completed connections with major city banks, and accordingly
increased convenience. In addition to payments for electric power companies, the number of payments for
local taxation and public utility charges that can be made using Shiharai-Hisho is also increasing, especiallyin areas where there are many partner banks. Aside from that, we are deploying seamless linkage of ShiharaiHisho with our cloud services as described in B below, which are Bus Mori!, ALTAIR triple star, andekaiin.com, as well as preparing to offer embedded electronic money, as we expect a trend of the inclusion-5-

of electronic money in our own services in the future. We will work on evolving them into services that linkwith the cloud services of transportation operations.
B.

Actively promoting IT projects for transport operators
Launched in August 2016, the smartphone electronic ticketing application Bus Mori! has expanded thetypes of electronic ticket to include single-trip tickets, coupon tickets, commuter passes, unlimited ride
passes, and discount passes, and now handles 646 routes of bus and rail. Taking the COVID-19 pandemic
as an opportunity, the use of smartphone commuter passes and smartphone coupon tickets, which can bepurchased non-face-to-face, is continuously expanding. ALTAIR triple star, the cloud service for transportbusiness operators, which we have been developing since 2017, is an all-in-one total cloud service that can
automate a series of operations, from inventory and timetable management for rides and events, ticket
reservation, purchase, issuance, and authentication, to sales information aggregation and settlement
processing. The use of ALTAIR triple star has been expanding as a MaaS platform in regions throughout
Japan and as an effective tool for promoting DX in transport-related companies. June 2024 saw the launchof “Surutto QRtto,” a server-type QR ticket service that can be used on major private railways in the Kansai
region. In the case of MaaS, which is used jointly by multiple operators and the use of it is expanding, ourextensive knowledge and experience in the labor-intensive settlement operations is a major advantage.
Current status of WELLNET’s key products, Multi Payment Services and Money Transfer Services
Multi Payment Services and Money Transfer Services for non-face-to-face payment are expected tohave the potential for continued growth. Various operators have been adopting the Company’s payment
services for over 30 years, and the Company aims to continue to enhance payment functions that contributeto increase in convenience for both operators and consumers. The Company promotes the development of
payments and more services, and we have a significant advantage because of our payment infrastructure.
In September 2022, the smartphone barcode payment service stanp was adopted by Family Mart. The
number of customers using stanp is steadily increasing as it improves convenience by allowing customers
to make payments in real time by just directly scanning a barcode shown on their smartphone at the store
cash registers. Going forward, the Company will actively promote sales activities to have the service adopted
at convenience stores other than Family Mart as well.

C.

D.

Activities contributing to local communities
We recognize that our business of “IT utilization and DX” itself supports the shift to an environmentallyfriendly business model, and that business expansion itself contributes to global environmental conservation.
As part of our social contribution, we are providing support to many students through our WELLNET
Scholarship, established to help financially struggling students at colleges of technology in Hokkaido.
Approximately ¥98 million in scholarships was paid to a total of 902 students until the fiscal year 2023,
directly contributing to zero students dropping out due to economic difficulties. We will continue these
activities moving forward.
In addition, with the aim of contributing to the promotion of local sports, the Company is participatingin the “Scrum Sapporo” initiative promoted by the Hokkaido All Olympians, and speed skater Masaya
Yamada, who is expected to compete in the Olympics, has been active as an employee of the Company sinceApril 2023. In November 2023, he won gold medals in the men’s 1000m and 1500m races at the “ISU World
Cup Speed Skating 2023/2024 #1” held at Meiji Tokachi Oval in Obihiro City, Hokkaido, achieving the featof being the first Japanese to do so. Also, his younger brother, Kazuya Yamada, who won bronze medals in
the men’s 1000m and 1500m races at the “ISU World Cup Speed Skating 2023/2024 #3” held in Stavanger,
Norway in December 2023, became an employee of the Company in April 2024. We are supporting both
brothers’ endeavors to participate in the Olympics and win medals. We intend to actively utilize ekaiin.com
to support athletes and also boost the promotion of sports through the Company’s IT services.
Our new Sapporo head office, which was completed in 2021, received the platinum rank of WELL
Certification in September 2022 for the office design that considers the health and working environment of
our employees. The WELL Certification is an advanced initiative that began in 2014 in the U.S. to evaluate
and certify spaces including buildings and offices from the standpoint of human health. Furthermore, inAugust 2023, our Sapporo head office won the “36th Nikkei New Office Awards,” a system that awards
creativity in office design. These initiative represents an investment in our employees as human capital, and
we also believe that it will lead to increased corporate value in the form of increased productivity andworkstyle reforms.

E.

Performance forecast and shareholder returns
With regard to the financial results forecast for the fiscal year ending June 30, 2025, the Company has
made the following forecasts enlisting expectations that performance will improve compared to results ofthe fiscal year ended June 30, 2024, primarily given that performance of high-added-value services has been-6-

favorable due to the recovery trend from the downturn caused by the COVID-19 pandemic.
*Only the net sales forecast has been revised from the medium-term management plan, and the reasons forthis are as stated above.
(Million yen)
Net sales
Ordinary profit
Profit12,0001,500
1,000
The year-end dividend for the fiscal year ended June 30, 2024 has been determined to be ¥22.15 pershare based on the basic policy for sharing profits with shareholders (dividend payout ratio of 50% or more).
In addition, the Company forecasts a year-end dividend of ¥26.46 for the fiscal year ending June 30, 2025.
*The financial results forecast and dividends forecast above are based on certain assumptions judged to bereasonable based on information available to the Company. Actual business performance and dividends
may differ from the forecasts due to various factors that may arise in the future. This forecast is based on
the expectation that the movement of people, especially in Japan, will recover to a certain degree, andwill be greatly affected by the degree of recovery.

-7-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this meeting. Accordingly, the Company proposes theelection of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members),
increasing the number by two (2) to strengthen the management structure. Mr. Sachio Higashihara currently
serves as a Director who is an Audit and Supervisory Committee Member of the Company, but he will retire
from that position through resignation at the conclusion of this meeting.
The selection of candidates for Directors has been the subject of deliberations by the Nomination andCompensation Committee, the majority of whose members are independent Outside Directors. In addition,
this proposal has been reviewed by the Audit and Supervisory Committee of the Company, and the opinion
has been received that all candidates for Directors would be appropriate as a Director of the Company.
The candidates for Directors are as follows:
No.

1

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1983
Joined TOYO KEIKI CO., LTD.
Number of shares of the
March 1996
Joined ICHITAKA TAKAHASHI CO., LTD.
Company held
(currently ICHITAKA Gas One Co., Ltd.)532,979
September 1996 Director, General Manager of Sales Division of the
Kazuhiro Miyazawa
Company
Attendance at the Board of(February 24, 1960)
September 2009 President and Representative Director of the Company
Directors’ meetings:(to present)
15/15
Reappointed
Attendance at thevoluntary Nomination andRemuneration Committee:
4/4[Reason for nomination as a candidate for Director]
Mr. Kazuhiro Miyazawa served as Director, General Manager of Sales Division of the Company from September 1996 anddesigned, promoted and expanded the Company’s service scheme. In addition, after his appointment as President andRepresentative Director in September 2009, he has been making appropriate management decisions. The Company has
appointed Mr. Miyazawa as a candidate for Director as it is expected that he will continue to lead the Company overall withhis strong leadership.

-8-

No.

2

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1988
Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
April 2009
Seconded to Sumitomo Mitsui Banking Corporation(China) Limited (Shanghai)
April 2013
General Manager of Transaction Banking Departmentof Sumitomo Mitsui Banking Corporation
April 2017
General Manager of Global Transaction Banking
Department of Sumitomo Mitsui Banking Corporation Number of shares of theApril 2020
General Manager of Transaction Banking Department
Company held
Tatsuya Katoof Sumitomo Mitsui Banking Corporation
14,941(February 1, 1965)
April 2021
Executive Officer and Head of President’s Office ofAttendance at the Board of
the Company
Reappointed
Directors’ meetings:
July 2021
Executive Officer, General Manager of the Settlement
15/15
Innovation Promotion Department, and Head of
President’s Office of the Company
September 2021 Director, Executive Officer, and General Manager of
the Settlement Innovation Promotion Department of
the Company
July 2024
Director, Executive Officer, and General Manager ofthe Head Office Sales Department of the Company (topresent)(Significant concurrent positions outside the Company)
Director and Chairman of Tokyo Beauty Co., Ltd.
[Reason for nomination as a candidate for Director]
Based on his career at Sumitomo Mitsui Banking Corporation, Mr. Tatsuya Kato has experience in a wide range of areas,such as the planning and development of settlement services for large companies, establishment of a company for theplanning, development and operation of software and escrow operations, and the introduction of cash management service
into over 100 companies. Since his appointment as Director, Executive Officer, and General Manager of the Settlement
Innovation Promotion Department in September 2021, he has made effective execution of business operations regarding
sales activities. The Company has appointed Mr. Kato as a candidate for Director as it is expected that he will continue topromote the Company’s sales activities.

-9-

No.

3

4

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1986
Joined MITSUI & CO., LTD.
December 1993 Deputy Manager of Machinery Information & Fuel
Office, Hokkaido Office of MITSUI & CO., LTD.
April 1999
Manager of Telecom Business Department,
Information Industry Division of MITSUI & CO.,LTD.
April 2001
General Manager of Sales Management Department,
Mobile Business Division of Mitsui & Associates
Telepark Corporation (currently T-Gaia Corporation)
October 2009
Executive Officer, General Manager of Sales Division
Number of shares of the
1 of T-Gaia Corporation
Company held
Keisuke Yoshimoto June 2011
Senior Executive Officer and General Manager of
4,900(May 12, 1963)
Sales Division 1 of T-Gaia Corporation
April 2017Managing Executive Officer and General Manager ofAttendance at the Board of
Reappointed
Mobile Division 1 of T-Gaia Corporation
Directors’ meetings:
April 2023
Head of President’s Office and General Manager of
15/15
Business Promotion Department of the Company
July 2023
Executive Officer, General Manager of West Japan
Branch Office, and Head of President’s Office of theCompany
September 2023 Director, Executive Officer, General Manager of WestJapan Branch Office, and Head of President’s Office of
the Company
July 2024
Director, Executive Officer, General Manager of WestJapan Branch Office, and Head of Head Office
President’s Office of the Company (to present)[Reason for nomination as a candidate for Director]
During his career at Hokkaido Office of MITSUI & CO., LTD., Mr. Keisuke Yoshimoto assisted us in the development ofour convenience store companies and the airline industry, an important business sector, and was instrumental in building thefoundation of our business. In addition, he has extensive experience in scheme architecture, business partner cooperation,
sales and organizational operations, mainly at the mobile business at T-Gaia Corporation. Since his appointment as Director,
Executive Officer, General Manager of West Japan Branch Office and Head of President’s Office of the Company in
September 2023, he has made effective execution of business operations regarding business expansion in the West Japanregion, the establishment of amicable relationships with convenience store companies, and growing the electronic money
related business. The Company has appointed Mr. Yoshimoto as a candidate for Director as it is expected that he will continue
to promote these business activities.
April 1982
Joined Hokuyo Sogo Bank, Ltd. (currently North
Pacific Bank, Ltd.)
January 2006
Branch Manager of Nishisen Branch of North PacificBank, Ltd.
October 2008
Branch Manager of Sapporo Minami Branch of North
Number of shares of the
Pacific Bank, Ltd.
Company held
June 2010
General Manager (sub) of System Division of North
1,814
Pacific Bank, Ltd.
Sachio Higashihara June 2011
General Manager of System Division of North PacificAttendance at the Board of(March 12, 1959)
Bank, Ltd.
Directors’ meetings:
June 2012
Executive Officer and Branch Manager of Hakodate12/12
Newly appointed
Chuo Branch of North Pacific Bank, Ltd.
Attendance at theJune 2014
Director and General Manager of Business Strategy
voluntary Nomination andDivision of North Pacific Bank, Ltd.
Remuneration Committee:
June 2016
Managing Director of North Pacific Bank, Ltd.
2/2
June 2017
President and Representative Director of Koyo Real
Estate Co., Ltd.
June 2023
Advisor of Koyo Real Estate Co., Ltd.
September 2023 Director (Audit and Supervisory Committee Member)of the Company (to present)[Reason for nomination as a candidate for Director]
Mr. Sachio Higashihara was engaged in corporate investment and loan operations, corporate planning, and IT strategy-related
operations at North Pacific Bank, Ltd. and has expertise in finance, regional economics, and information systems. He also
has managerial expertise, having served as Managing Director of North Pacific Bank, Ltd., and Representative Director andPresident of Koyo Real Estate Co., Ltd. Since his appointment as Director (Audit and Supervisory Committee Member) of
the Company in September 2023, he has provided accurate advice concerning the Company’s management and theappropriate supervision of the execution of duties. The Company has appointed Mr. Higashihara as a candidate for Director
to strengthen the function of the Company’s management team.

- 10 -

No.

5

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1988
Joined The Fuji Bank, Limited (currently Mizuho
Bank, Ltd.)May 2009
Deputy General Manager of IT & Systems Control
Yoji Chujo
Office of Mizuho Bank, Ltd.
Number of shares of the(May 29, 1964)
April 2014
General Manager of Business Department of Mizuho
Company held
Information & Research Institute, Inc. (currently–
Newly appointed
Mizuho Research & Technologies, Ltd.)
June 2019
Managing Director of Japan Investor Solutions &Technologies Co., Ltd.
August 2024
Advisor of the Company (to present)[Reason for nomination as a candidate for Director]
Mr. Yoji Chujo has been engaged for many years in IT operations at Mizuho Bank, Ltd., information strategy companies
within Mizuho Financial Group, Inc., and Japan Investor Solutions & Technologies Co., Ltd. and possesses extensive
knowledge and experience managing system development departments. The Company has appointed him as a candidate for
Director as it is expected that he will promote systems development for advanced services at the Company, as well as
operations related to quality control, risk countermeasures and security countermeasures.
(Notes)1.
2.

There are no special interests between candidates for Directors and the Company.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. A summary of the insurance policy details isprovided in “(5) Outline of the Details of Directors and Officers Liability Insurance Policy” of “3. Matters Concerning
Company Directors and Officers” in the Business Report. If the appointment of each of the Director candidates isapproved, the individuals will be included as an insured under this insurance policy. Moreover, at its expiration, theinsurance policy is slated to be renewed with the same coverage.

- 11 -

Proposal 2:

Election of One (1) Director Who Is an Audit and Supervisory Committee Member

Mr. Sachio Higashihara, who currently serves as a Director who is an Audit and Supervisory Committee
Member, will resign at the conclusion of this meeting. Accordingly, the Company proposes the new electionof one (1) Director who is an Audit and Supervisory Committee Member. In addition, the consent of the Audit
and Supervisory Committee has been obtained for this proposal.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
January 2001
UK Director of Nomura International Plc, London
March 2009
UK PSQ Analytics Sales Executive of Pronet Analytics
Plc, IIR Group, London
October 2009
CSR & IR Director of Sosei Group Corporation
Yumi Yamamoto-Tyrrell(currently Nxera Pharma Co., Ltd.), London Branch
Number of shares of the(March 2, 1970)
May 2011
Managing Director of Advanced Research Japan
Company held
(Europe) Limited, London Branch–
Newly appointed
June 2014
CEO, Director of Nippon Investment Bespoke
Research UK Ltd (to present)(Significant concurrent positions outside the Company)
CEO, Director of Nippon Investment Bespoke Research UK Ltd[Reason for nomination as a candidate for Outside Director and expected roles]
Ms. Yumi Yamamoto-Tyrrell possesses extensive knowledge and experience in areas such as consulting for listed companies andJapanese equities research. She also has management insight as the founder and CEO, Director of Nippon Investment Bespoke
Research UK Ltd. As a result, the Company has appointed Ms. Yamamoto-Tyrrell as a candidate for Outside Director (Audit andSupervisory Committee Member) as it has determined that she is capable of providing accurate advice concerning the Company’s
management and the appropriate supervision of the execution of duties.
(Notes)
1.
2.
3.
4.

5.

6.

7.

Ms. Yumi Yamamoto-Tyrrell’s name on the family register is Yumi Yamamoto.
There are no special interests between Ms. Yamamoto-Tyrrell and the Company.
Ms. Yamamoto-Tyrrell is a candidate for Outside Director (Audit and Supervisory Committee Member).
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the provisions of the Company’s
Articles of Incorporation, the Company has entered into agreements with non-executive Directors to limit their
liability for damages under Article 423, paragraph (1) of the same act. The maximum amount of liability for damages
under such agreements is the minimum amount stipulated in Article 425, paragraph (1) of the Companies Act. The
Company intends to conclude the limited liability agreement with Ms. Yamamoto-Tyrrell subject to the approval ofher appointment.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. A summary of the insurance policy details isprovided in “(5) Outline of the Details of Directors and Officers Liability Insurance Policy” of “3. Matters Concerning
Company Directors and Officers” in the Business Report. If the appointment of Ms. Yamamoto-Tyrrell is approved,
she will be included as an insured under this insurance policy. Moreover, at its expiration, the insurance policy isslated to be renewed with the same coverage.
Ms. Yamamoto-Tyrrell satisfies the requirements for an independent officer as provided for by Tokyo Stock
Exchange, Inc., and the Company intends to submit notification to the aforementioned exchange concerning her
designation as an independent officer subject to the approval of her election.
The Company has business related to IR support, including the provision of sponsored research, with the IR support
firm GemSTONE Partners, LLC. GemSTONE Partners, LLC. consigns the preparation of sponsored research to
Nippon Investment Bespoke Research UK Ltd, at which Ms. Yamamoto-Tyrrell serves as CEO, Director.

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Reference: Directors’ skills (if each candidate is elected at this General Meeting of Shareholders)
The Company arranges each Director’s skills appropriately and without insufficiencies. The table of such is as follows:
Categories

1
2
3
4
5

6

7

8

Position in the
Company

ReRepresentative
appointed
Director
ReDirector
appointed
ReDirector
appointed
Newly
Director
appointed
Newly
Director
appointed
Incum- Outside Indepen- Director who is
bent
dent
an Audit andSupervisory
Committee
MemberIncum- Outside Indepen- Director who is
bent
dent
an Audit andSupervisory
Committee
Member
Newly Outside Indepen- Director who isappointed
dent
an Audit andSupervisory
Committee
MemberName

Responsibilities
Audit and BusinessBusinesssupervi- manageexecution
sion
ment

Sales
strategy

Experience and expertise
SystemFinancial
develop- Financemarkets
ment

Kazuhiro
Miyazawa
Tatsuya Kato

⚫





⚫





Keisuke
Yoshimoto
SachioHigashihara
Yoji Chujo

⚫





⚫



⚫







⚫







⚫







⚫












TakashiHanazawa

Yoshinori
Urata

Yumi
YamamotoTyrrell- 13 -

Legal
affairsProposal 3:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member

In order to prepare for the case where the number of Directors who are Audit and Supervisory Committee
Members falls below the number specified by laws and regulations, the Company proposes to elect one (1)Substitute Director who is an Audit and Supervisory Committee Member in advance, as a substitute for all
Directors who are Audit and Supervisory Committee Members. In addition, the consent of the Audit andSupervisory Committee has been obtained for this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
June 2008
Associate Professor of Faculty of Engineering,
Hokkaido University
April 2021
Associate Professor of Public Policy Collaborative
Kunihiro Kishi
Research Department, Hokkaido University
Number of shares of the(October 5, 1970)
June 2021
Professor of Public Policy Collaborative ResearchCompany held
Department, Hokkaido University–
Newly appointed
April 2023
Professor of Faculty of Engineering, Hokkaido
University (to present)(Significant concurrent positions outside the Company)
There is no relevant information.
[Reason for nomination as a candidate for Substitute Outside Director and expected roles]
Although Mr. Kunihiro Kishi has never been directly involved in corporate management, the Company has appointed him as a
candidate for Substitute Outside Director (Audit and Supervisory Committee Member) as it has determined that he has abundant
experience and broad insight related to transport systems, which is one of the cores of the Company’s business, and he is capableof providing accurate advice concerning the Company’s management and the appropriate supervision of the execution of duties.
(Notes)
1.
2.
3.

4.

5.

There are no special interests between Mr. Kunihiro Kishi and the Company.
Mr. Kishi is a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the provisions of the Company’s
Articles of Incorporation, the Company has entered into agreements with non-executive Directors to limit their
liability for damages under Article 423, paragraph (1) of the same act. The maximum amount of liability for damages
under such agreements is the minimum amount stipulated in Article 425, paragraph (1) of the Companies Act. The
Company intends to conclude the limited liability agreement with Mr. Kishi subject to his election and assumption of
office as Substitute Director who is an Audit and Supervisory Committee Member.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. A summary of the insurance policy details isprovided in “(5) Outline of the Details of Directors and Officers Liability Insurance Policy” of “3. Matters Concerning
Company Directors and Officers” in the Business Report. Subject to his election and assumption of office as
Substitute Director who is an Audit and Supervisory Committee Member, Mr. Kishi will be included as an insured
under this insurance policy. Moreover, at its expiration, the insurance policy is slated to be renewed with the same
coverage.
Mr. Kishi satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and theCompany intends to submit notification to the aforementioned exchange concerning his designation as an independent
officer subject to his election and assumption of office as Director who is an Audit and Supervisory Committee
Member.

- 14 -