Translation:
Please note that the following purports to be a translation from the Japanese original Notice of theth
11 Annual General Shareholders Meeting of TIS Inc. prepared for the convenience of shareholders
outside Japan with voting rights. However, in the case of any discrepancy between the translationand the Japanese original, the latter shall prevail.

(Securities Code: 3626)

May 31, 2019
To Our Shareholders:

TIS Inc.
17-1, Nishi-shinjuku 8-chome, Shinjuku-ku, Tokyo
Chairman, President and Representative Director: Toru Kuwano

Notice of the 11 t h Annual General Meeting of Shareholders
We are pleased to invite you to attend the 11th Annual General Meeting of Shareholders of
TIS Inc. (the “Company”) to be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights bymeans of either of the methods described in next page. We would appreciate it if you
could review the “Reference Materials for the General Meeting of Shareholders”(attached below) and exercise your voting rights no later than 5:45 p.m. JST on
Monday, June 24, 2019.
Schedule of the Annual General Meeting of Shareholders
1. Date & Time

Tuesday, June 25, 2019 at 10 a.m. JST

2. Place

Meeting room on the 1st floor of the Bellesalle Shinjuku Ground17-3, Nishi-shinjuku 8-chome, Shinjuku-ku, Tokyo

3. Agenda:
Matters for Report:
1. Business Report, Consolidated Financial Statements and Accounting Auditor’s Report and the
Audit & Supervisory Board’s Report on the Audit of the Consolidated Financial Statements forthe 11th Fiscal Year of the Company (from April 1, 2018 to March 31, 2019)
2. Non-Consolidated Financial Statements for the 11th Fiscal Year of the Company (from April 1,2018 to March 31, 2019)
Matters for Approval:
Proposition No. 1
Proposition No. 2
Proposition No. 3
Proposition No. 4

Appropriation of Retained Earnings
Partial Amendments to the Articles of Incorporation
Election of Nine (9) Directors
Election of One (1) Audit & Supervisory Board Member

１4. Exercising Voting Rights
If you are unable to attend the meeting, you may exercise your voting rights by means of either ofthe methods described below.
[Exercising Voting Rights via Mail]
Please indicate your approval or disapproval for the propositions below on the enclosed form, andreturn the form to the Company no later than 5:45 p.m. JST on Monday, June 24, 2019.
[Exercising Voting Rights via Internet, etc.]
Please check the description entitled “Guidance for the Exercise of Voting Rights via the Internet,
etc.”, access the designated site for exercising your voting rights (https://evote.tr.mufg.jp/;
available only in Japanese), and indicate your approval or disapproval of each of the items nolater than 5:45 p.m. JST on Monday, June 24, 2019. (The English translation of the “Guidance“ isintentionally omitted as the Internet voting service is only available in Japan in the Japanese
language.)
5. Matters to be determined at the Meeting
Please refer to the “Guidance for Exercising Voting Rights”. (The English translation of the“Guidance“ is intentionally omitted as the Internet voting service is only available in Japan in theJapanese language.)*

Please present the enclosed voting form at the reception on the day of the meeting.

*

A shareholder who is unable to attend the meeting may exercise his/her voting rights by authorizing
another shareholder with voting rights to act as his/her proxy, provided that a document evidencing
his/her power of representation for each general meeting of shareholders is submitted.

*

The following matters are not stated in the documents attached to this Notice of the 11th Annual
General Meeting of Shareholders since they are posted on our website, based on relevant laws,
regulations and Article 16 of the Articles of Incorporation.
(1) “Organizational Design to Ensure Appropriateness of Business Operations and State of
Implementation of the Same” and “Results of Analysis and Evaluation of the Effectiveness of theBoard of Directors” in the Business Report(2) Notes to Consolidated Financial Statements(3) Notes to Non-Consolidated Financial Statements
Therefore, the documents attached to this Notice of the 11th Annual General Meeting of Shareholders
are a portion of the Consolidated Financial Statements and Non-Consolidated Financial Statements
audited by the Accounting Auditors during the course of preparing accounting audit reports, and by the
Audit & Supervisory Board Members during the course of preparing auditing reports.（Available onlywith the original Japanese Notice of the 11th Annual General Meeting of Shareholders documents）*

Please note that any amendments to the Reference Materials for the General Meeting of Shareholders,
and the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial
Statements will be provided on the Company’s website (http://www.tis.co.jp/).

２

Reference Materials for the General Meeting of Shareholders
Propositions and Reference Matters
Proposition No. 1 Appropriation of Retained Earnings
The Company recognizes returns to shareholders as an important management issue and strives for a sustainable
and stable dividend payout in consideration of consolidated business performance while maintaining a level ofretained earnings appropriate for business development over a mid- to long-term management perspective.
Based on this policy, the Company is working toward the optimization of our capital structure and toward higher
capital efficiency, while balancing the promotion of investment for growth, the maintenance of fiscal health and thestrengthening of shareholder returns, in the Fourth Medium-term Management Plan (Fiscal 2018 to Fiscal 2020). In
regard to shareholder returns, we aim to achieve through consistent increases of dividend a dividend payout ratio of
30% in the fiscal year ending March 2021, the final year of the Fourth Medium-term Management Plan (Fiscal 2018
to Fiscal 2020), while raising our total return ratio target including the acquisition of Company shares from 35% to40%.
As profits for the year under review were higher than the Company plan, we would like to propose a year-end
dividend of 50 yen per share as follows, raising the dividend from the original plan of 40 yen per share by 10 yen
per share. Combined with the interim dividend, which has already been paid out, this will bring the annual dividend
to 70 yen per share.
(1) Dividend Types
Cash dividend(2) Allotment of Dividend and Total Amount of Dividends
50 yen per share of common stock in the Company for a total sum of 4,244,033,800 yen(3) Effective Date for the Payment of Dividend from Retained Earnings
June 26, 2019
Moreover, the Company has acquired 809,100 treasury shares (the aggregate acquisition amount is 4,209 million
yen) during the fiscal year under review; this brought our consolidated total return ratio to 39.0% for the
aforementioned year.
(Reference) Transition of annual dividends, etc. per share
The 8th Fiscal year
The 9th Fiscal year
ended March 31,
ended March 31,
Category
2016
2017
Annual dividend
per share (Yen)Annual dividends paid
(Millions of yen)
Payout ratio (%)
Total return ratio (%)

33

36

40

The 11th Fiscal year
ended March 31,
2019(current fiscal year)
70

2,874

3,099

3,420

5,941

22.7
35.3

19.0
31.9

16.6
30.5

22.8
39.0

３

The 10th Fiscal year
ended March 31,
2018Proposition No. 2 Partial Amendments to the Articles of Incorporation
We would like to propose partial amendments to the Articles of Incorporation as follows.
1. Reason for the Proposed Amendments
The amendments add a new business activity to Article 2 (Purpose) to enable the Company to develop thebusiness in the future.
2. Content of the Amendments
The details of the amendments are as follows.
(Amendments are underlined)
Current Articles of Incorporation
Article 1

Proposed Amendments
Article 1(text omitted)(Purpose)
Article 2

The purpose of the Company is to (i)engage in the following business activities and(ii) control and manage the business activities
of companies engaging in the following
business activities or of the foreign companies
engaging in the equivalent businesses throughownership of their shares or equity interests:(1)-(9)(10)-(25)Article 3-52

(Purpose)
Article 2(no changes)(no chnages)(text omitted)(1)-(9)(New)(10) Electronic settlement agency and business
relating to transfer of funds(text omitted)(11)-(26) (no changes)(text omitted)

Article 3-52

４(no changes)(no changes)

Proposition No. 3 Election of Nine (9) Directors
The term of office of all nine (9) current Directors will expire at the close of this Annual General Meeting of
Shareholders. Accordingly, we would like to propose that nine (9) Directors including three (3) External Directors
be elected.
The candidates for Directors are as follows:
List of candidates for Directors
Candidate
No.

Name of Candidates for Directors

Current Position andResponsibility at theCompany
Chairman, President andRepresentative Director, incharge of Auditing Dept.
Representative Director,
Executive Vice President, incharge of Corporate Planning
SBU, Human Resources SBU
and Corporate Management
SBU and Division Manager
of Corporate Planning SBU
Director, Senior Managing
Executive Officer and Sector
Director of Service Strategy
SectorDirector, Senior Managing
Executive Officer and Sector
Director of Industry Strategy
Sector1

Toru Kuwano (Reappointed)

2Masahiko Adachi (Reappointed)

3

Yasushi Okamoto (Reappointed)

4

Josaku Yanai (Reappointed)

5

Takayuki Kitaoka (Reappointed)

Director

6

Akira Shinkai (Reappointed)

Director

7
8
9

Koichi Sano
(Reappointed, External, Independent)
Fumio Tsuchiya(Reappointed, External, Independent)
Naoko Mizukoshi(Reappointed, External, Independent)

Director (External Director)
Director (External Director)
Director (External Director)

Rate of Attendanceat the Board Meeting(Number of Attendances)
100%(Attended all 17 meetings)

100%(Attended all 12 meetings)

100%(Attended all 12 meetings)

100%(Attended all 17 meetings)
100%(Attended all 12 meetings)
100%(Attended all 12 meetings)
100%(Attended all 17 meetings)
100%(Attended all 17 meetings)
100%(Attended all 12 meetings)(Notes)1. (Reappointed) refers to candidates reappointed as Directors, (External) refers to candidates for External Directors,and (Independent) refers to Directors who have been filed with the Tokyo Stock Exchange as Independent Officers.
2. The rates of attendance for Messrs Masahiko Adachi, Yasushi Okamoto, Takayuki Kitaoka, Akira Shinkai and Ms.
Naoko Mizukoshi are based on all Board meetings held after they assumed office on June 26, 2018.
<Reference> Policy and Procedures for Election, Dismissal, and Nomination of Directors, etc.
In order to realize effective corporate governance and contribute to the sustainable growth of the Company aswell as the enhancement of its medium- to long-term corporate value, in nominating candidates for directors andaudit & supervisory board members etc., the Board of Directors, following the report from the Nomination
Committee whose members comprise a majority of independent external directors will nominate the candidates
based on election criteria determined by the Company under which they are selected as directors or audit &supervisory board members. The Board of Directors will nominate candidates with abundant experience, a highlevel of insight and advanced specialization, while also considering aspects of diversity such as gender andinternationality.
If a situation arises where a management executive should be dismissed, the Board of Directors shall resolve
upon a dismissal proposal. However, the dismissal of a director shall be conducted in accordance with theCompanies Act and other relevant provisions.

５

Candidate
No.

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedApril 1976

Joined Toyo Information Systems Co., Ltd. *1

June 2000

Director of Toyo Information Systems Co., Ltd.

April 2004

Executive Director of TIS Inc.

April 2008

Executive Managing Director of TIS Inc.

April 2010

Executive Vice President and Representative
Director of TIS Inc.

No. ofShares Heldin theCompany

President and Representative Director of TIS Inc.
April 2011
1

Toru Kuwano(May 3, 1952)<Reappointment Candidate>

April 2013

Chairman, President and Representative Director
of TIS Inc.
51,500June 2013

June 2016

July 2016
June 2018

Chairman, President and Representative Director
of TIS Inc.
Director of the Company *2
Chairman, President and Representative Director
of TIS Inc.
President and Representative Director of theCompany
President and Representative Director of theCompany, in charge of Auditing Dept.
Chairman, President and Representative Directorof the Company, in charge of Auditing Dept. (topresent)[Reasons for the Selection of Candidate for Director]
After assuming the office of President and Representative Director of the Company's Group company, Mr. Toru Kuwano was
appointed as a Director of the Company in June 2013. Since June 2016, he has assumed the office of President and Representative
Director of the Company. He has a wealth of experience and knowledge about the Company's and its Group's business, as well as inbusiness administration.
He has also been assuming duties in the execution of the Company’s Medium-term Management Plan (from Fiscal 2018 to Fiscal
2020). He is nominated as a candidate for Director since he is highly expected to continue to promote the Medium-term Management
Plan and fulfill the duties of significant decision-making for the Company’s Group as well as the administration and oversight ofbusiness management.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of June 2013, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation) being thesurviving company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the tradename of the Company was changed from IT Holdings Corporation to TIS Inc.

６

Candidate
No.

2

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedApril 1981

Joined the Sanwa Bank, Limited (currently
MUFG Bank, Ltd.)

April 2001

General Manager of Sugamo Branch and General
Manager of Corporate Sales Department of
Sanwa Bank, Limited

January 2006

Deputy General Manager of Human Resources
Department of Bank of Tokyo-Mitsubishi UFJ,
Ltd. (currently MUFG Bank, Ltd.)

October 2006

General Manager of Osaka Sales Department No.
1 of Osaka Sales Division of Bank ofTokyo-Mitsubishi UFJ, Ltd.

January 2010

Manager of Corporate Planning and Management
Department of UFIT Co., Ltd. *1

April 2010

Executive Officer, Department Manager ofCorporate Planning and Management
Department of UFIT Co., Ltd.

June 2010

Director and Executive Officer, Department
Manager of Corporate Planning and Management
Department of UFIT Co., Ltd.

April 2011

Executive Officer, Division Manager ofCorporate Management Div. of TIS Inc. *1

April 2013

Managing Executive Officer, Division Manager
of Financial Industry SBU 1 of TIS Inc.

April 2016

Senior Managing Executive Officer, Division
Manager of Financial Industry SBU 1 andDivision Manager of Financial Industry SBU. 3
of TIS Inc.

July 2016

Senior Managing Executive Officer, Division
Manager of Financial Industry SBU 1 andDivision Manager of Financial Industry SBU 3of the Company *2

April 2018

Executive Vice President, in charge of Corporate
Planning SBU, Human Resources SBU,
Corporate Management SBU, Division Manager
of Corporate Planning SBU of the Company

June 2018

Representative Director, Executive Vice
President, in charge of Corporate Planning SBU,
Human Resources SBU, Corporate Management
SBU, Division Manager of Corporate Planning
SBU of the Company (to present)

Masahiko Adachi(May 9, 1956)<Reappointment Candidate>No. ofShares Heldin theCompany

12,500[Reasons for the Selection of Candidate for Director]
Mr. Masahiko Adachi has been in the office of Representative Director since June 2018 following the office of Division Manager ofthe corporate department and the financial system department of a financial institution and the Company’s Group company. Based onthese experiences, he is nominated as a candidate for Director since he is highly expected to continue to promote group governance as
set out in the Medium-term Management Plan of the Company’s Group (from Fiscal 2018 to Fiscal 2020), centered on the corporate
function, and fulfill the duties of significant decision-making for the Company’s Group and oversight of business management.
*1. Effective as of April 1, 2011, a merger took effect with TIS Inc., the Company's wholly-owned subsidiary, being thesurviving company and UFIT Co., Ltd., and SORUN CORPORATION being the absorbed companies.
７*2. Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With
the merger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

８

Candidate
No.

3

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedApril 1985

Joined Toyo Information Systems Co., Ltd. *1

April 2010

Managing Executive Officer, Department
Manager of Corporate Planning and Management
Department of SORUN CORPORATION *2

April 2011

Executive Officer, Department Manager ofCorporate Planning & Control Dept. of TIS Inc.*2

October 2011

Executive Officer, Department Manager ofCorporate Planning & Control Dept. and Section
Manager of Global Business Planning Office of
TIS Inc.

January 2012

Executive Officer, Department Manager ofCorporate Planning & Control Dept. and Section
Manager of Global Business Planning Office of
TIS Inc.
Managing Director of TISI (Singapore) Pte. Ltd.

Yasushi Okamoto(March 3, 1962)

April 2013

Managing Executive Officer, Division Manager
of IT Solutions Services SBU of TIS Inc.

<Reappointment Candidate>

April 2016

Senior Managing Executive Officer, Division
Manager of Industries & Solutions SBU of TIS
Inc.

July 2016

Senior Managing Executive Officer, Division
Manager of Industries & Solutions SBU of theCompany*3

April 2017

Senior Managing Executive Officer, in charge ofIndustries & Solutions SBU, Business Innovation
Div., Division Manager of Business Innovation
Div. of the Company

April 2018

Senior Managing Executive Officer, Sector
Manager of Service Strategy Sector of theCompany

June 2018

Director, Senior Managing Executive Officer,
Sector Manager of Service Strategy Sector of theCompany (to present)

No. ofShares Heldin theCompany

15,552[Reasons for the Selection of Candidate for Director]
Mr. Yasushi Okamoto has been serving as Senior Managing Executive Officer and Division Manager of the planning anddevelopment department of industrial systems since July 2016, and has been in the office of Director since June 2018, after having
been engaged in corporate business in the corporate planning department of the Company for many years. Based on these experiences,
he is nominated as a candidate for Director since he is highly expected to continue to promote the Medium-term Management Plan(from Fiscal 2018 to Fiscal 2020), and fulfill the duties of significant decision-making for the Company’s Group and oversight ofbusiness management.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. Effective as of April 1, 2011, a merger took effect with TIS Inc., the Company's wholly-owned subsidiary, being thesurviving company and UFIT Co., Ltd., and SORUN CORPORATION being the absorbed companies.
*3. Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With
the merger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

９

Candidate
No.

4

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedApril 1987

Joined the Long-Term Credit Bank of Japan,
LimitedJanuary 2000

Joined Toyo Information Systems Co., Ltd. *1

April 2009

Executive Officer, Department Manager ofCorporate Planning & Control Dept., Corporate
Planning & Control Div. of TIS Inc.

April 2011

Executive Officer, Division Manager ofCorporate Planning Division of the Company *2

Josaku Yanai(November 14, 1963)

May 2015

Managing Executive Officer, Division Manager
of Corporate Planning Division of the Company<Reappointment Candidate>June 2016

Director, Managing Executive Officer andDivision Manager of Corporate Planning SBU of
the Company

July 2016

Director, Managing Executive Officer, in chargeof Corporate Planning SBU and Corporate
Management SBU of the Company
Division Manager of Corporate Planning SBU of
the Company

April 2018

Director, Senior Managing Executive Officer andSector Director of Industry Strategy Sector of theCompany (to present)

No. ofShares Heldin theCompany

16,200[Reasons for the Selection of Candidate for Director]
Mr. Josaku Yanai was mainly engaged in corporate section in the corporate planning department of the Company and its Group
company for many years. He assumed the office of Executive Officer and Division Manager of corporate planning division of theCompany in April 2011. Since June 2016, he has been serving as a Director of the Company. He has a wealth of experience andknowledge about the business of the Company's and its Group, as well as in business administration. Based on these experiences, he isnominated as a candidate for Director since he is highly expected to continue to promote the Medium-Term Management Plan (fromFiscal 2018 to Fiscal 2020) , and fulfill the duties of significant decision-making for the Company’s Group and the administration andoversight of business management as a Director.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of April 2011, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With
the merger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

１０

Candidate
No.

5

Name
(Date of Birth)

Takayuki Kitaoka(December 14, 1960)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedApril 1984

Joined INTEC Inc.

January 2005

General Manager of Product Solutions Marketing
Dept. of INTEC Inc.

April 2008

Manager of N&O Business Promotion Dept. of
INTEC Inc.

April 2012Manager of Corporate Planning Department of
the Company *1

April 2015

General Manager of BPO Division of INTEC
Inc.

April 2016

Executive Officer, General Manager ofCorporate Planning Division of INTEC Inc.

April 2017Managing Executive Officer, General Manager
of Corporate Planning Division of INTEC Inc.

April 2018

President and Representative Director of INTEC
Inc. (to present)

No. ofShares Heldin theCompany

2,554<Reappointment Candidate>June 2018
Director of the Company(to present)[Reasons for the Selection of Candidate for Director]
Mr. Takayuki Kitaoka was engaged in business related to IT infrastructure of INTEC Inc., the Company's major subsidiary, andserved in management administration of the Group companies at the Company for three years since April 2012. Furthermore, he has
assumed the office of President and Representative Director of INTEC Inc. since April 2018 and the office of Director of theCompany since June 2018. He is nominated as a candidate for Director since he is highly expected to continue to promote the duties of
INTEC Inc. assigned by the Medium-term Management Plan (from Fiscal 2018 to Fiscal 2020) and to fulfill the duties of significant
decision-making for the Company’s Group and the administration and oversight of business management, based on the above
experiences and from the viewpoint of Group management.
*1. As of April 2012, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With
the merger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

１１

Candidate
No.

6

Name
(Date of Birth)

Akira Shinkai(March 24, 1959)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedFebruary 1986

Joined Yokogawa U System Corporation *1

April 2000

Joined YDC Corporation *2

June 2001

Director of YDC Corporation

October 2009

Joined Nippon System Gijutsu Co., Ltd. *3June 2010

Director and Managing Executive Officer of
Nippon System Gijutsu Co., Ltd.

April 2011

Joined INTEC Inc.
Deputy General Manager of NSG Department of
INTEC Inc.

June 2012

Executive Officer, General Manager of NSG
Department of INTEC Inc.

May 2015

Managing Executive Officer, General Manager
of Industrial Solutions Business Division of
INTEC Inc.

April 2016

Managing Executive Officer, General Manager
of Metropolitan Social Service Headquarters of
INTEC Inc.

April 2018

Director, Executive Vice President, in charge ofCorporate Information Department, Business
Strategy Promotion Division, and Metropolitan
Distribution Service Headquarters, and General
Manager of Metropolitan Distribution Service
Headquarters of INTEC Inc.

June 2018

Director of the Company (to present)
Director, Executive Vice President, in charge ofCorporate Information Department, Business
Strategy Promotion, and Metropolitan
Distribution Service Headquarters, and General
Manager of Metropolitan Distribution Service
Headquarters of INTEC Inc.

April 2019

Director, Executive Vice President, in charge ofBusiness Strategy Promotion, Consulting
Division, Production Technology Dept., Social
Infrastructure Business Division of INTEC Inc.
(to present)<Reappointment Candidate>No. ofShares Heldin theCompany

4,400[Reasons for the Selection of Candidate for Director]
Mr. Akira Shinkai was engaged in business of new service planning and marketing and has assumed the office of Director andExecutive Vice President of INTEC Inc., the Company's major subsidiary, since April 2018, and the office of Director of theCompany since June 2018. Based on these experiences, he is nominated as a candidate for Director since he is highly expected tocontinue to promote the Medium-term Management Plan (from Fiscal 2018 to Fiscal 2020), and fulfill the duties of significant
decision-making for the Company’s Group and the administration and oversight of business management.
*1. As of October 1, 1990, Yokogawa U System Corporation merged with Digital Computer Corporation and changed its tradename to Yokogawa Digital Computer Corporation (currently DTS INSIGHT CORPORATION).
*2. YDC Corporation was established as at April 1, 2000 with the acquisition of operation resources including inter alia
goodwill of Yokogawa Digital Computer Corporation.
*3. Effective as of April 1, 2011, INTEC Inc. as a surviving company merged with Nippon System Gijutsu Co., Ltd.
and INTEC Systems Institute, Inc. as the absorbed companies.
１２

Candidate
No.

Name
(Date of Birth)

Koichi Sano
(August 30, 1948)
7<Reappointment Candidate>
External Director Candidate
Independent Officer Candidate

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedApril 1971

Joined Mitsui Petrochemical Industries, Ltd.
(currently Mitsui Chemicals, Inc.)

June 2003

Executive Officer and Manager of Finance
Department of Mitsui Chemicals, Inc.

June 2005

Executive Director of Mitsui Chemicals, Inc.

June 2009

Executive Vice President and Representative
Director of Mitsui Chemicals, Inc.

June 2013

Senior Councilor of Mitsui Chemicals, Inc.

June 2015

Retired from Mitsui Chemicals, Inc.

June 2016

Director of the Company *1 (to present)

No. ofShares Heldin theCompany

500(Other Important Concurrent Positions)
External Director of Nippon Yakin Kogyo Co., Ltd.
[Reasons for the Selection of Candidate for External Director]
Mr. Koichi Sano worked mainly in the finance and accounting departments, and served as Executive Vice-President andRepresentative Director of Mitsui Chemicals, Inc., and has a wide range of experience and a wealth of expertise in corporate
management. He is nominated as a candidate for External Director since his advice and suggestions from an independent perspectiveby utilizing these experiences and expertise in the Company's business will ensure that the decisions to be made by the Company's
Board of Directors will be reasonable and appropriate, and he is highly expected to be a person who will contribute to the enforcementof the corporate governance of the Company.
[Items Pertaining to Independence]
While the Company has business transactions with Mitsui Chemicals, Inc. ("MC"), which Mr. Sano belonged to until June 2015, MC'sconsolidated sales to the Company represent 0.3% and 0.8% of the Company's consolidated and non-consolidated sales, respectively.
Because Mr. Sano satisfies the requirements of the "Criteria Concerning Independence of External Officers" and the proportion ofsales is minimal, we have determined that his independence as an External Directors is sufficiently secured.
[Number of Years in Office as External Director]
He has assumed office as an External Director of the Company since June 2016 and shall have served three (3) years at the conclusionof this Annual General Meeting of Shareholders.
*1. As of June 2016, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With
the merger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

１３

Candidate
No.

Name
(Date of Birth)

Fumio Tsuchiya(May 10, 1948)
8<Reappointment Candidate>
External Director Candidate
Independent Officer Candidate

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedJuly 1971

Joined Japan Airlines Co., Ltd.

July 1995

Regional Manager of Madrid Branch of Japan
Airlines Co., Ltd.

May 1999

Director and Section Manager of Personnel &Corporate Planning Section of JAL Hotels Co.,
Ltd. (currently Okura Nikko Hotel Management
Co., Ltd.)

April 2001

Manager of Corporate Planning of Japan Airlines
Co., Ltd.

October 2002

Executive Officer, Deputy Section Manager ofCorporate Planning Section of Japan Airlines
System, Inc. (currently Japan Airlines Co., Ltd.)

April 2004

Executive Officer and Section Manager ofCorporate Planning Section of Japan Airlines
System, Inc.

June 2004

Director and Section Manager of Corporate
Planning Section of Japan Airlines Corporation(currently Japan Airlines Co., Ltd.)

April 2006

Managing Director, in charge of PR & IR, Legal
Affairs and General Affairs of Japan Airlines
Co., Ltd.

June 2007

President & CEO of JALCard, Inc.

June 2010Retired from JALCard, Inc.

August 2010

Section Manager of Internal Auditing Office ofFaith, Inc.

June 2011

Full-time Audit & Supervisory Board Memberof Faith, Inc.

No. ofShares Heldin theCompany-

Director of the Company (to present)
June 2017[Reasons for the Selection of Candidate for External Director]
Mr. Fumio Tsuchiya previously worked in an important position in overseas offices and the Corporate Planning Department of Japan
Airlines Co., Ltd. After having assumed the office of Director of Japan Airlines in June 2004, he served as Managing Director and wasthereafter appointed as President & CEO of JALCard, Inc. in June 2007, which is a group company of Japan Airlines. He has a wide
range of experience and a wealth of expertise in corporate management. He is nominated as a candidate for External Director since his
advice and suggestions from an independent perspective by utilizing these experiences and expertise in the Company's business will
ensure that the decisions to be made by the Company's Board of Directors will be reasonable and appropriate, and he is highly
expected to be a person who will contribute to the enforcement of the corporate governance of the Company.
[Items Pertaining to Independence]
While the Company has business transactions with JALCard, Inc. ("JALCard"), which Mr. Tsuchiya belonged to until June 2010,
JALCard's consolidated sales to the Company represent 0.2% and 0.3% of the Company's consolidated and non-consolidated sales,
respectively. Because Mr. Tsuchiya satisfies the requirements of the "Criteria Concerning Independence of External Officers" and the
proportion of sales is minimal, we have determined that his independence as an External Directors is sufficiently secured.
[Number of Years in Office as External Director]
He has assumed office as an External Director of the Company since June 2017 and shall have served two (2) years at the conclusionof this Annual General Meeting of Shareholders.

１４Candidate
No.

Name
(Date of Birth)

Naoko Mizukoshi(September 23, 1967)
9<Reappointment Candidate>
External Director Candidate
Independent Officer Candidate

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently
AssumedApril 1993

Entered the Legal Training and ResearchInstitute of Supreme Court of Japan

April 1995

Registered as a lawyer with Osaka Bar
Association
Joined Miyazaki Sogo Law Office (currently
Legal Professional Corporation Miyazaki Sogo
Law Office)April 1998

Registered as a lawyer with Yokohama Bar
Association (currently Kanagawa Bar
Association)
Joined Legal Department of Nomura ResearchInstitute, Ltd.

September 1999

Registered as a lawyer with Daini Tokyo Bar
Association
Joined Legal Department of Autodesk, Ltd.

September 2002

Joined Legal Headquarters of Microsoft Co., Ltd.
Registered as a lawyer in the State of California,
U.S.A.

November 2006

Joined TMI Associates

January 2008

Partner of TMI Associates

March 2010

Founded Endeavour Law OfficePartner of Endeavour Law Office

June 2018

Director of the Company (to present)
Partner of Endeavour Law Office

No. ofShares Heldin theCompany

100

December 2018 Partner of Leftright Law & IP (to present)[Reasons for the Selection of Candidate for External Director]
Ms. Naoko Mizukoshi is a qualified lawyer and has a wealth of professional knowledge of, and experiences in, intellectual property,
ICT and international transactions.
Her advice and suggestions from an independent perspective will ensure that the decisions to be made by the Company's Board of
Directors will be reasonable and appropriate by utilizing these experiences and expertise in the Company’s business, and she is highly
expected to be a person who will contribute to the enforcement of the corporate governance of the Company. She has not participatedin corporate management but has expertise on corporate legal works. Therefore, she is nominated as a candidate for External Director
since she could discharge duly the duties of External Director.
[Items Pertaining to Independence]
She used to be a partner until February 2010 of TMI Associates with which the Company has entered into patent attorney agreement
since February 2018. Nine (9) years and two (2) months have passed since she left the firm. Since there is no business relationshipbetween either the Company and Endeavour Law Office (which she left in December 2018) or between the Company and Leftright
Law & IP to which Ms. Mizukoshi currently belongs, the Company believes that she has no conflict of interest with any shareholders.
[Number of Years in Office as External Director]
Ms. Mizukoshi has been in office as an External Director of the Company since June 2018 and shall have served one (1) year at theconclusion of this Annual General Meeting of Shareholders.
(Notes)1. None of the Director candidates above has any special interest with the Company.
2. Messrs. Koichi Sano, Fumio Tsuchiya and Ms. Naoko Mizukoshi are candidates for External Directors as set forth under
Item 7, Paragraph 3, Article 2 of the Regulations for the Enforcement of the Companies Act.
Furthermore, in accordance with the procedures, the Company has designated Messrs. Koichi Sano, Fumio Tsuchiya and
Ms. Naoko Mizukoshi as independent officers and filed accordingly with the Tokyo Stock Exchange. If the re-election for
１５

Messrs. Koichi Sano, Fumio Tsuchiya and Ms. Naoko Mizukoshi is approved, the Company will renew this filing. The
Company's independence criteria of External Officers are described on page 17.
3. Limited Liability Agreement with External Directors
The Company has entered into an agreement with Messrs. Koichi Sano, Fumio Tsuchiya and Ms. Naoko Mizukoshi to limit
their liability for damages as outlined under Paragraph 1, Article 423 of the Companies Act in accordance with Paragraph 1,
Article 427 of the Companies Act and Article 33 of the Articles of Incorporation, thus the maximum amountof liability under said agreement is the minimum liability amount as provided in laws and regulations. If the reappointmentof both individuals is approved at this Annual General Meeting of Shareholders, the Company will renew the agreementwith each of them.
4. The registered family name of Ms. Naoko Mizukoshi is Ms. Naoko Suzuki.
5. The number of shares of the Company that are held by each of the candidates for Directors includes the unit shares held by
each candidate in the Directors’ Shareholdings Association of TIS INTEC Group.

１６

<Reference> Criteria Concerning Independence of External Officers (revised on December 21, 2016)
In order to reinforce the supervisory function of its Board of Directors, the Company has established as follows the
judgment criteria for ensuring the independence of its external directors and external audit & supervisory board
members (hereafter, the “external officers”) as described below, with reference to the rules of the Tokyo Stock
Exchange, etc., in addition to the requirements of the Companies Act.
1. External directors (including candidates) are defined by Article 2, Paragraph 15 of the Companies Act(Requirements of External Directors) and have never served as an executive director, manager or other employeeof the TIS INTEC Group (Note 1) even in the past.
2. External audit & supervisory board members (including candidates) are defined by Article 2, Paragraph 16 of theCompanies Act (Requirements of External Company Auditors) and have never served as a director, manager orother employee of the TIS INTEC Group even in the past.
3. In the current fiscal year and during the past three fiscal years, none of each of the following items shall apply to
external officers.
i. A counterparty which has transactions principally with the Company (Note 2) or a person who executes thatcounterparty's businessii. A counterparty which has transactions principally with the TIS INTEC Group (Note 3) or a person who
executes that counterparty's businessiii. A consultant, accounting professional or legal professional who has received a large amount of money or otherassets (Note 4) other than remuneration of officers from the Company. In addition, when these are received byan organization such as a corporation or partnership, this includes persons who belong to the applicableorganization.
iv. A major shareholder of the Company (Note 5). In addition, when the major shareholder is a corporation, thisincludes a person who executes the business of the corporation.
v. A person other than those in (i), (ii) and (iii) above who executes the business of a counterparty of theCompany (Note 6)
vi. A person who was formerly a member of a counterparty which is in a situation of cross-assumption of officesof external officers
vii. A counterparty or former member of the counterparty that receives donations from the Company
4. External officers must not be a relative within the second degree of a person who falls under each of the following
items.
i. A person mentioned in (i) to (iii) of the previous clauseii. A person who executes the business of a subsidiary of the Company
iii. A non-executive director of a subsidiary of the Company (limited to external audit & supervisory board
members)
iv. A person who fell under (ii) or (iii) above or a person who executes the business of the Company (including a
non-executive director in the case of an audit & supervisory board member) recently (in the current businessyear and during the past four business years)
5. In addition to the above, there exist no circumstances in which duties imposed on an independent external officer
are reasonably deemed not to be achieved.
Note 1: The "TIS INTEC Group" means the Company and its subsidiaries.
Note 2: A "counterparty which has transactions principally with the Company" means a counterparty which provides
products or services to the Company and whose payments from the Company constitute at least 2% of thesales of such counterpart in one fiscal year. The main bank (MUFG Bank, Ltd.*) and the lead managing
underwriters (Nomura Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co, Ltd., and SMBC
Nikko Securities Inc.) of the Company shall also each be a "counterpart which has transactions principallywith the Company," regardless of the transaction amount.
*The name of the main bank has been changed due to the change in the trade name effectively April 1, 2018.

Note 3: A "counterparty which has transactions principally with the TIS INTEC Group" means a counterparty withsales exceeding 2% of the total consolidated sales of the TIS INTEC Group.
Note 4: "A large amount of money or other assets" means the total value exceeds 10 million yen per fiscal year. This
shall apply also to a consultant, accounting professional or legal professional that enters a consulting
agreement or similar arrangement and periodically pays an amount of money or other assets, regardless of theamount.
Note 5: A "major shareholder" means a person or company, and the like, that directly or indirectly holds 10% or moreof total voting rights. However, the Company's leading shareholders (the top 10 approximately) shall betreated as "major shareholders."
Note 6: A "counterparty which has transactions with the Company" means the case when transactions with theCompany per fiscal year constitute at least 2% of non-consolidated sales of the Company.
–END１７

Proposition No. 4 Election of One (1) Audit & Supervisory Board Member
Since Mr. Kei Ando will resign as Audit & Supervisory Board Member at the conclusion of this Annual General
Meeting of Shareholders, we would like to propose that one (1) Audit & Supervisory Board Member be elected.
Moreover, a candidate for Audit & Supervisory Board Member will supplement Mr. Kei Ando, Audit &Supervisory Board Member, so that his term of office is the rest of the predecessor according to the Articles ofIncorporation of the Company.
The Audit & Supervisory Board has already agreed to the submission of this proposition in advance.
The candidate for Audit & Supervisory Board Members is as follows:
Name(Date of Birth)

Tatsufumi Matsuoka(December 2, 1957)<New Candidate>

Career Summary, Position,and Important Positions of Other Organizations Concurrently
AssumedApril 1980

Joined the Tokai Bank, Ltd. (currently MUFG
Bank, Ltd.)May 1999

General Manager, Ise Branch of the Tokai Bank,
Ltd.

January 2001

General Manager, Anjo Branch of the Tokai
Bank, Ltd.

January 2003

General Manager of Corporate Department,
Corporate Sales Division and General Manager
of Nagoyako Branch, UFJ Bank Limited(currently MUFG Bank, Ltd.)

January 2006

Senior General Manager, The Bank ofTokyo-Mitsubishi UFJ Ltd.(currently MUFG
Bank, Ltd)

February 2007

General Manager, Hamamatsu Branch of The
Bank of Tokyo-Mitsubishi UFJ Ltd.

May 2009

Joined MST Insurance Service Co. Ltd.

April 2013

Senior Managing Director and General Manager
of Nagoya Corporate Sales Division of MST
Insurance Service Co. Ltd.

April 2015

Managing Executive Officer and Deputy
Division Manager of Corporate SBU of TIS
Inc.(*1),
Chairman and Director of TIS System Service
Inc.

April 2016

Managing Executive Officer, Deputy Division
Manager of Public Solutions & Services SBU
and Deputy Division Manager of Industries SBU
of TIS Inc.
Chairman and Director of TIS System Service
Inc.

April 2019

Advisor to the Company (to present)

No. ofShares Heldin theCompany

3,000(Other Important Concurrent Positions)
Chairman of the Aichi Information Service Industry
Association[Reasons for the Selection of Candidate for Audit & Supervisory Board Member]
Mr. Tasufumi Matsuoka has a wealth of expertise in finance and accounting as well as in corporate management, accumulated throughmany years of experience of working at financial institutions and managing companies. He has been nominated as a candidate for
Audit & Supervisory Board Member as he is expected to utilize his experience to discharge appropriately and properly the audit and１８supervisory duties in regard to the business execution of the Directors of the Company.
*1. As of April 2015, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With
the merger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.
(Notes)1. The aforementioned candidate for Audit & Supervisory Board Member has no special interest with the Company.
2. Mr. Matsuoka will resign from the office of Chairman of the Aichi Information Service Industry Association in “Other
Important Concurrent Positions” on June 13, 2019.
3. The number of shares of the Company that are held by Mr. Matsuoka includes the unit shares he holds in t
he Directors’ Shareholdings Association of TIS INTEC Group.

<Reference>

If Proposition No. 4 is approved as proposed, the composition of the Board of Audit & Supervisory Members will be as shownin the table below. The current internal/external mix among the board members (two Internal Audit & Supervisory Board
Members and three External Audit & Supervisory Board Members) will not be changed.

Name of Audit & Supervisory Board Members

Katsuhiko Ishii(Incumbent)

Tatsufumi
Matsuoka(Newly- appointed)

Taigi Ito

(Incumbent, External,
Independent)

Muneaki Ueda

(Incumbent, External,
Independent)

Sadahei
Funakoshi(Incumbent, External,
Independent)

Current Position
and Responsibility
at the Company

Rate of Attendance at
the Board of Directors
Meeting(Number ofAttendances)

Rate of Attendance at
the Audit &Supervisory Board
Meeting(Number ofAttendances)Standing Audit &Supervisory Board
Member100%(Attended all 17
meetings)

100%(Attended all 12
meetings)

-

-

-

94.1%
(Attended 16 out of
17 meetings)

91.7%(Attended 11 out of
12 meetings)

94.1%(Attended 16 out of
17 meetings)

91.7%(Attended all 11 outof 12 meetings)

100%(Attended all 17
meetings)

100%(Attended all 12
meetings)

Audit &
Supervisory Board
Member(External)
Audit &
Supervisory Board
Member(External)
Audit &
Supervisory Board
Member(External)(Note)(External) refers to External Audit & Supervisory Board Member and (Independent) refers to those who are registered as anindependent officer with the relevant stock exchange.
-END-

１９