Translation:
Please note that the following purports to be a translation from the Japanese original Notice of the10th 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 30, 2018
To Our Shareholders:

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

Notice of the 10 t h Annual General Meeting of Shareholders
We are pleased to invite you to attend the 10th 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 25, 2018.
Schedule of the Annual General Meeting of Shareholders
1. Date & Time

Tuesday, June 26, 2018 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 10th Fiscal Year of the Company (from April 1, 2017 to March 31, 2018)
2. Non-Consolidated Financial Statements for the 10th Fiscal Year of the Company (from April 1,2017 to March 31, 2018)
Matters for Approval:
Proposition No. 1
Proposition No. 2
Proposition No. 3
Proposition No. 4

Appropriation of Retained Earnings
Election of Nine (9) Directors
Election of One (1) Audit & Supervisory Board Member
Determination of Amount and Details of Performance-linked
Stock Incentive Plan for Directors, etc.

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 25, 2018.
[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 25, 2018. (The English translation of the“Guidance“ is intentionally omitted as the Internet voting service is only available in Japan with
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 with 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 must be submitted.

*th

The following matters are not stated in the documents attached to this Notice of the 10

AnnualGeneral Meeting of Shareholders since they are posted on our website, based on relevant laws,
regulations and Article 16 of the Articles of Incorporation.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-Consolidated Financial StatementsthTherefore, the documents attached to this Notice of the 10 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 a
portion of the Consolidate Financial Statements and Non-Consolidated Financial Statements auditedby the Audit & Supervisory Board Members during the course of preparing auditing reports.（Available
only on the Japanese original 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 theNon-Consolidated

Financial

Statementswill(http://www.tis.co.jp/).

２

beprovidedontheCompany’s

websiteReference Materials for the General Meeting of Shareholders
Propositions and Reference Matters
Proposition No. 1 Appropriation of Retained Earnings
The Company strives for a sustainable and stable dividend payout in consideration of consolidated businessperformance while maintaining a level of retained earnings appropriate for business development over a mid- tolong-term management perspective.
Based on this policy, we have set our total return ratio, which includes buyback of treasury shares, atapproximately 35% during the period Third Medium-term Management Plan (from Fiscal 2016 to Fiscal 2018)of,
and thus we would like to propose a year-end dividend of 26 yen per share as follows. Combined with the interim
dividend, which has already been paid out, this will bring the annual dividend to 40 yen per share.
(1) Dividend TypeCash dividend(2) Allotment of Dividend and Total Amount of Dividends
26 yen per common share in the Company for a total sum of 2,228,004,064 yen(3) Effective Date for the Payment of Dividend from Retained Earnings
June 27, 2018
Moreover, the Company has acquired 908, 300 treasury shares (an aggregate acquisition amount is 2,859 million
yen) during the current fiscal year, this brought our consolidated total return ratio to 30.5% for the aforementioned
year.
(Reference) Transition of annual dividends, etc. per share
Category

The 7th Fiscal year
ended March 31,
2015

The 8th Fiscal year
ended March 31,
2016

The 9th Fiscal year
ended March 31,
2017

The 10th Fiscal year
ended March 31,
2018(current fiscal year)
40

Annual dividend30
33
36
per share (Yen)Annual dividends paid
2,624
2,874
3,099
3,420
(Millions of yen)
Payout ratio (%)
25.6
22.7
19.0
16.6
Total return ratio (%)
30.4
35.3
31.9
30.5
(Note) While it has been the Company’s basic policy for appropriation of retained earnings to continue making
sustained and stable dividend payout at a level of approximately 30% in the payout ratio until the 7th fiscal year
ended March 31, 2015, we revised the aforesaid policy to set our consolidated total return ratio, which includes
buyback of treasury shares, at approximately 35% from the 8th fiscal year ended March 31, 2016 to strengthenshareholder returns furthermore.

３

Proposition No. 2 Election of Nine (9) Directors
The term of office of all ten (10) current Directors will expire at the close of this Annual General Meeting of
Shareholders.
To enhance transparency and objectivity in the Board of Directors, the Company has determined to increase theratio of External Directors to not less than one-third of the Board of Directors. Accordingly, we would like topropose that nine (9) Directors including three (3) External Directors be elected by decreasing one (1).
The candidates for Directors are as follows:
List of candidates for Directors
Candidate
No.

Name of Candidates for Directors

Current Position andResponsibility at theCompany
President and Representative
Director, in charge ofAuditing Dept.
Executive Vice President, incharge of Corporate Planning
SBU, Human Resources SBU
and Corporate Management
SBU and Division Manager
of Corporate Planning SBU
Senior Managing Executive
Officer and Sector Director ofService Strategy Sector
Director, Senior Managing
Executive Officer and Sector
Director of Industry Strategy
SectorRate of Attendanceat the Board Meeting(Number of Attendances)
100%(Attended all 16 meetings)

1

Toru Kuwano (Reappointed)

2Masahiko Adachi (Newly-appointed)

3

Yasushi Okamoto (Newly-appointed)

4

Josaku Yanai (Reappointed)

5

Takayuki Kitaoka (Newly-appointed)

-

-

6

Akira Shinkai (Newly-appointed)

-

-

7

Koichi Sano
(Reappointed, External, Independent)

Director (External Director)

8

Fumio Tsuchiya(Reappointed, External, Independent)

Director (External Director)

9

Naoko Mizukoshi(Newly-appointed, External, Independent)

-

-

93.8%
(Attended 15 out of 16
meetings)

100%(Attended all 16meetings)
83.3%(Attended 10 out of 12
meetings)-(Notes)1. (Reappointed) refers to candidates reappointed as Directors, (Newly-appointed) refers to candidates newly
appointed as Directors, (External) refers to candidates for External Directors, and (Independent) refers to Directors
filed with the Tokyo Stock Exchange as Independent Officers.
2. The rate of attendance for Mr. Fumio Tsuchiya is based on all Board meetings held after he assumed office on June27, 2017.

４

Candidate
No.

1

Name
(Date of Birth)

Toru Kuwano(May 3, 1952)

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 and General Manager of Financial
Industry HQ of TIS Inc.

April 2011

President and Representative Director of TIS Inc.

April 2013

Chairman, President and Representative Director
of TIS Inc.

June 2013

Chairman, President and Representative Director
of TIS Inc.
Director of the Company *2June 2016

Chairman, President and Representative Director
of TIS Inc.
President and Representative Director of theCompany

July 2016

President and Representative Director of theCompany, in charge of Auditing Dept.
(to present)<Reappointment Candidate>No. ofShares Heldin theCompany

49,800[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 had also been assuming duties in the execution of the Company’s Medium-term Management Plan (from Fiscal 2016 to Fiscal
2018) to fulfill the function as an operating holding company. He is nominated as a candidate for Director since he is highly expected
to continue to promote the new Medium-term Management Plan and fulfill the duties of significant decision-making for theCompany’s Group as well as the administration and oversight of business 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 Holding 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 Holding Corporation to TIS Inc.

５

Candidate
No.

2

Name
(Date of Birth)

Masahiko Adachi(May 9, 1956)

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

Joined 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.

<New Candidate>
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. 3
of 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 (topresent)

No. ofShares Heldin theCompany

11,500[Reasons for the Selection of Candidate for Director]
Mr. Masahiko Adachi has been in the office of Executive Vice President since April 2018 following the office of Division Manager ofcorporate department and financial system department of a financial institution and the Company’s Group company. Based on theseexperiences, he is nominated as a candidate for Director since he is highly expected to promote group governance on corporate
function of the Medium-term Management Plan of the Company’s Group newly to be commenced, 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, 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.
*2. Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holding 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 Holding Corporation to TIS Inc.

６

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.

April 2013

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

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 (to present)

Yasushi Okamoto(March 3, 1962)<New Candidate>No. ofShares Heldin theCompany

14,752[Reasons for the Selection of Candidate for Director]
Mr. Yasushi Okamoto had been engaged in corporate business in the corporate planning department of the Company for many years
and has been serving as Senior Managing Executive Officer and Division Manager of the planning and development department ofindustrial systems since July 2016. Based on these experiences, he is nominated as a candidate for Director since he is highly expected
to promote the Medium-term Management Plan newly to be commenced, and fulfill the duties of significant decision-making for theCompany’s Group and oversight of business 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 Holding 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 Holding Corporation to TIS Inc.

７

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 (topresent)

No. ofShares Heldin theCompany

15,400[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 Company's and its Group's business, 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 newly
to be commenced, and fulfill the duties of significant decision-making for the Company’s Group and the administration and oversightof 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 Holding 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 Holding Corporation to TIS Inc.

８

Candidate
No.

5

Name
(Date of Birth)

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)

Takayuki Kitaoka(December 14, 1960)<New Candidate>No. ofShares Heldin theCompany

1,854[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, and had
served for 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. Based on these experiences and with hissight on the Group management, he is nominated as a candidate for Director since he is highly expected to promote the duties of
INTEC Inc. assigned by the Medium-term Management Plan newly to be commenced, and fulfill the duties of significant
decision-making for the Company’s Group and the administration and oversight of business 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 Holding 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 Holding Corporation to TIS Inc.

９

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. (to present)

No. ofShares Heldin theCompany

3,800<New Candidate>[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. Based on these experiences, he isnominated as a candidate for Director since he is highly expected to promote the Medium-term Management Plan newly to becommenced, and fulfill the duties of significant decision-making for the Company’s Group and the administration and oversight ofbusiness 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.

１０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

Special 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

300(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.
While the Company has business transactions with Mitsui Chemicals, Inc. ("MC"), which Mr. Sano belonged to until June 2015, MC's
sales to the Company represent 0.4% 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 of sales is minimal,
we have determined that the independence of External Directors is sufficiently secured.
He has assumed office as an External Director of the Company since June 2016 and shall have served two (2) 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 Holding 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 Holding Corporation to TIS Inc.

１１

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. (to present)

No. ofShares Heldin theCompany-

June 2017
Director of the Company (to present)[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.
While the Company has business transactions with JALCard, Inc. ("JALCard"), which Mr. Tsuchiya belonged to until June 2010,
JALCard's sales to the Company represent 0.2% and 0.4% 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 ofsales is minimal, we have determined that the independence of External Directors is sufficiently secured.
He has assumed office as an External Director of the Company since June 2017 and shall have served one (1) year at the conclusion ofthis Annual General Meeting of Shareholders.

１２Candidate
No.

Name
(Date of Birth)

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

Joined Legal Training and Research Institute ofSupreme 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 (to present)

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

No. ofShares Heldin theCompany-[Reasons for the Selection of Candidate for External Director]
Ms. Naoko Mizukoshi is a qualified lawyer and has a wealth of professional knowledge and experiences on 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 the corporate management but has expertise on corporate legal works. Therefore, she is nominated as a candidate for External
Director since she could discharge duly duties of External Director.
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. It passed eight (8) years and two (2) months after she left the firm. Since there is no business relationshipbetween the Company and Endeavour Law Office to which Ms. Mizukoshi currently belongs, the Company believes that she has noconflict of interest with any 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.
In accordance with the procedures, the Company has designated Messrs. Koichi Sano and Fumio Tsuchiya as independent
officers and filed accordingly with the Tokyo Stock Exchange. If the re-election for Messrs. Koichi Sano and Fumio
Tsuchiya is approved, the Company will renew this filing. As for Ms. Naoko Mizukoshi, a new candidate for External
Director, she also meets the independence criteria of the Company. If she is elected as an External Director by shareholders'approval, the Company will file her status as an independent officer with the Tokyo Stock Exchange. The Company's
independence criteria of External Officers are described on page 12.
3. Limited Liability Agreement with External Directors
The Company has entered into an agreement with Messrs. Koichi Sano and Fumio Tsuchiya to limit their liability fordamages 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 amount of liability under said
agreement is the minimum liability amount as provided in laws and regulations. If the reappointment of both individuals
is approved at this Annual General Meeting of Shareholders, the Company will renew the agreement with each of them. If
Ms. Naoko Mizukoshi is elected, the Company will enter into the same agreement with her.
１３

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.

１４

<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 members) 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.
–END１５

Proposition No. 3 Election of One (1) Audit & Supervisory Board Member
Since Mr. Takuho Shimodaira will resign as Audit & Supervisory Board Member at the close of this Annual
General Meeting of Shareholders, and we would like to propose that one (1) Audit & Supervisory Board Member beelected.
Moreover, a candidate for Audit & Supervisory Board Member will supplement Mr. Tokuho Shimodaira, 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)

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

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

July 2003

General Manager of Totsuka Branch of UFJ
Bank Limited (currently MUFG Bank, Ltd.)May 2009

General Manager of Corporate Settlement
Business Department of Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG
Bank, Ltd.)

June 2010

Executive Officer, General Manager ofCorporate Settlement Business Department ofBank of Tokyo-Mitsubishi UFJ, Ltd. (currently
MUFG Bank, Ltd.)Kei Ando(July 25, 1961)<New Candidate>

May 2011

Executive Officer, in charge of branches in the
East Japan area of Bank of Tokyo-Mitsubishi
UFJ, Ltd. (currently MUFG Bank, Ltd.)May 2013

Executive Officer, Head Office Associate
Director-General of Bank of Tokyo-Mitsubishi
UFJ, Ltd. (currently MUFG Bank, Ltd.)

June 2013

President and Representative Director of
Mitsubishi UFJ Capital Co., Ltd.

No. ofShares Heldin theCompany-

Senior Managing Director, General Manager of
Product Department of Mitsubishi UFJ Kokusai
Asset Management Co., Ltd. (to present)[Reasons for the Selection of Candidate for Audit & Supervisory Board Member]
Mr. Kei Ando has a wealth of expertise in finance and accounting as well as corporate management through experience
accumulated by his career at financial institutions and management of companies for many years. Since he is expected todischarge duly and fairly audit and supervisory duties of the Company’s business execution by utilizing his experience,
he is nominated as a candidate for Audit & Supervisory Board Member.
*1. The aforementioned candidate for Audit & Supervisory Board Member has not any special interest with the Company.
*2. Mr. Kei Ando is scheduled to resign as Director of Mitsubishi UFJ Kokusai Asset Management Co., Ltd.
June 2016

１６

<Reference>

If Proposition No. 3 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 Member

Kei Ando

New appointment

Katsuhiko Ishii

Incumbent

Taigi Ito

Incumbent/External/Independent

Muneaki Ueda

Incumbent/External/Independent

Sadahei
Funakoshi

Incumbent/External/Independent

Current position at
the Company

Board of directors
meeting attendance
ratio(Number of meetings
attended/Total
number of meetings)

Audit & Supervisory
Board meeting
attendance ratio(Number of meetings
attended/Total
number of meetings)

-

-

-

Standing Audit &Supervisory Board
Member100%(Attended all 16
meetings)

100%(Attended all 13
meetings)

93.8%(Attended 15 out of
16 meetings)

92.3%(Attended 12 out of
13 meetings)

93.8%(Attended 15 out of
16 meetings)

100%(Attended all 13
meetings)

100%(Attended all 16
meetings)

100%(Attended all 13
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, Independent refers to those who are registered as anindependent officer with the relevant exchange

１７Proposition No. 4

Determination of Amount and Details of Performance-linked Stock Incentive Plan
for Directors, etc.

1. Reason for the proposal and reason for the stock remuneration
The Company has paid Directors, Executive Officers and Executive Fellows (other than External Directors,
Non-Executive Directors and non-residents, hereinafter referred to as “Directors, etc.”) the “basic remuneration” andthe “performance-based remuneration”. In addition, the Company would like to ask shareholders to adopt the stock
remuneration system linked to the results of operation payable to Directors, etc. (hereinafter referred to as the“System”). The System is introduced to enhancing management recognition contributing to expansion of mediumand long-term of results of operation and increase of corporate value, to share interest with shareholders so that the
introduction is reasonable in the Company’s judgement. Furthermore, the proposed System has been deliberated atthe voluntary advisory board of the Remuneration Committee of the Company.
This Proposition is proposed to ask shareholders to approve stock remuneration to Directors, in addition to thelimit of remuneration payable to Directors as a group (not more than 400 million yen per year, provided, however,that salary portion payable to Director who concurrently works as an employee to be excluded) which was approvedat the first Annual General Meeting of Shareholders held on June 25, 2009.
Furthermore, if the Proposition No.4 “Election of Nine (9) Directors” is approved as proposed, the number of
Directors falling under the System will be four (4).
As aforementioned, the System covers Executive Officers and Executive Fellows so that the remuneration under
the System includes remuneration to Executive Officers and Executive Fellows. This Proposition is proposed on thebasis that the total remuneration payable under the System is remuneration payable to Directors upon understandingthat such Executive Officers and Executive Fellows might be promoted to Directors during the period when the
System is applicable.
2. Amount and details of the System(1) Summary of the System
The System is a stock remuneration system under which stock is acquired through a trust established basedon resourced fund contributed by the Company from the amount for Directors’ remuneration, etc. and theCompany’s stock or cash equivalent to proceeds of the Company’s stock (hereinafter referred to as the“Company’s stock, etc.”) is delivered or provided to Directors, etc. (hereinafter referred to as the “Delivery,etc.”). (The details are stated in (2) below.)i. To whom the Company’s stock,etc. is delivered.

The Company’s Directors, Executive Officers and Executive Fellows(other than External Directors, Non-Executive Directors andnon-residents)
ii. Impact on the Company’s stock deliverable under the System on the total number of issued outstanding
sharesUpper limit of amount contributed by
500 million yen during three (3) business years.
the Company (as stated in (2) below).
Method by which the Company’s stock ・Upper limit of shares deliverable to Directors, etc. during one (1)is acquired (as stated in (2) below) and business year being 61,300 shares and during three (3) business years
upper limit of number of shares
being 183,900 shares.
delivered to Directors, etc. (as stated in ・Rate of upper limit of shares deliverable to Directors, etc. during(3) below.
one (1) business year to the total number of issued outstanding shares
as of March 31, 2018 would be approximately 0.07% (after
deducting treasury shares).
・Shares are scheduled to be purchased in the market so that nodilution will take place.
iii. Details of condition to accomplish
results of operation (as stated in (3)below).

・Consolidated linked results of operation index fluctuates in the range of 0% to 150% according to consolidated operating profit, ROE, sales amount deriving from service related businessand the degree of content of employees, etc. in each businessyear.

iv. Time of delivery of shares, etc. to
Directors, etc. (as stated in (4)below).

・After the end of period during which the System is applicable.

１８(2) Upper limit of amount contributed by the Company
The System is applicable during the consecutive three (3) business years (initially the three (3) businessyears commencing from the business year ending March 31, 2019 to the business year ending March 31,
2021, and if the trust term is extended as stated below the System will be applicable in the succeeding threebusiness years (hereinafter referred to as the “Applicable Term”).
The Company will contribute amount not more than 500 million yen in each Applicable Term for Directors’
remuneration and establish trust for three (3) years trust term designating qualified Directors, etc. as
beneficiary (hereinafter referred to as the “Trust”).
The Trust will acquire shares of the Company in the market according to instructions of the manager of theTrust based on its funds.
The Company will grant Directors, etc. points (stipulated in (3) below) and deliver shares, etc. equivalent tothe accumulated points to Directors, etc. from the Trust.
Furthermore, the Trust might be continued upon amendment of the trust agreement or additional trust at thematurity of the trust term of the Trust. In such case, the trust term will be extended three (3) years. The three(3) business years upon the extension of the trust term will become newly the Applicable Term. The
Company will contribute additional fund not more than 500 million yen for the extended trust term andcontinue to grant Directors, etc. points and the Trust will deliver shares to Directors, etc., provided, however,that if shares of the Company (other than undelivered shares equivalent to outstanding points granted to
Directors, etc. (hereinafter referred to as the “Remaining Shares”) and cash (hereinafter referred to together
with the Remaining Shares as the “Remaining Shares, etc.”) remain in the Trust at the time extension, theamount of the Remaining Shares, etc. and the total amount of trust fund additionally contributed shall bewithin 500 million yen. The extension of the trust term will not be necessarily once, but the Trust might becontinued again in the same manner thereafter.
In case no amendment in the trust agreement or no additional contribution is made, no points will be
granted to Directors, etc. thereafter.
(3) Method of determining the number of shares delivered to Directors, etc. and upper limit
Each business year in the trust term (the first business year being the business year ending March 31, 2019),
according to the position at the end of the business year and the degree to accomplish the targeted results ofoperation, points calculated by the following formula will be granted to Directors, etc. at the designated time
following the close of the subject business year. Following the end of the Applicable Term, shares of theCompany, etc. equivalent to the accumulated granted points (hereinafter referred to as the “accumulated
points”) shall be delivered to Directors, etc.
One (1) point is one (1) share; provided, however, that any event takes place reasonably necessitating to
make adjustment of points such as stock split or consolidation of stock of the Company, the number of sharesof the Company per one (1) point shall be adjusted according to the split ratio or consolidation ratio.
(Formula to calculate point)

Points=Amount of stock
remuneration according
to positionx

Linked results ofoperation index*

÷

Averageacquisition costby the Trust*Consolidated linked results of operation index fluctuates in the range of 0% to 150% according toconsolidated operating profit, ROE, sales amount deriving from service related business and thedegree of content of employees, etc. in each business year
The total number of shares of the Company delivered to Directors, etc. in the trust term of the Trust shall belimited to 61,300 shares in one business year and the aggregate number of shares delivered during theApplicable Term shall be limited to 183,900 shares. The upper limit of the number of shares of the Company
delivered to Directors, etc. was set forth upon reference to the stock prices of the Company in the past taking
into consideration that the upper limit of the trust fund as stated in (2) above.
(4) When and how shares of the Company are delivered to Directors, etc.
Directors, etc. qualified for beneficiary requirement will receive the delivery, etc. of the number of sharesequivalent to the accumulated points calculated in accordance with the formula in (3) above. Directors, etc.
shall receive the delivery of 50% of shares (disregarding less than a unit of shares) and cash converted fromthe rest 50% of shares within the Trust.
Furthermore, in case of severance of Directors, etc. during the trust term (other than severance for his/her
own reason or removal), Directors, etc. will receive the delivery of shares equivalent to the accumulated
points until the severance. In such case Directors, etc. shall receive the delivery of 50% of shares
１９(disregarding less than a unit of shares) and cash converted from the rest 50% of shares within the Trust.
Moreover, in case of death of Directors, etc. in office, inheritors of the subject Director, etc. will receive thedelivery of cash converted from the shares equivalent to the points accumulated until the time of death within
the Trust. In case of Directors, etc. becoming non-resident, he/she will receive the delivery of cash converted
from shares of the Company equivalent to the points accumulated to such time within the Trust.
(5) Exercise of the Voting Rights of the shares kept within the Trust
For the purpose of securing the neutrality toward the management, the voting rights associated with theshares kept within the Trust will not be exercised.
(6) Handling of Trust Property at the time of termination of the TrustAt the time of termination of the Trust (if the trust term is extended in (2) above, the time of termination of
the extended trust term) if the Remaining Shares remain in the Trust, the Company will receive free
distribution of the Remaining Shares from the Trust and the Company will cancel the shares upon resolutionof the Board of Directors as a way of return to shareholders. Remaining dividends received on shares within
the Trust during the trust term will be applied to share acquisition cost and in case of termination of the Trust
due to maturity of the trust term, a portion in excess of allowance of trust expense is scheduled to be donatedto an organization with which the Company or Directors, etc. have not any interest.
(7) Other details of the System
Other details of the System will be determined at the Board of Directors each time when the Trust isestablished, the trust agreement is amended and additional contribution is made to the Trust.
The details of the System can be found in the media release regarding this matter dated on May 10, 2018.

-END-

２０