This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 3937
June 12, 2023
(Commencement of Measures for Electronic Provision: June 2, 2023)
To Shareholders with Voting Rights:
Masayuki Aoki
CEO
Ubicom Holdings, Inc.
2-23-11 Koishikawa, Bunkyo-ku,
Tokyo, JapanNOTICE OF
THE 18TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 18th Annual General Meeting of Shareholders of Ubicom Holdings, Inc.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision. Matters for electronic provision are posted on the following website as “Notice of the 18th
Annual General Meeting of Shareholders.”
The Company’s website: https://www.ubicom-hd.com/ja/news.html
In addition to the above website, matters for electronic provision are also posted on the Tokyo Stock
Exchange, Inc. (TSE) website. Please access the following TSE website (TSE Listed Company Searchservice) and search for the Company either by entering “Ubicom” in the “Issue name (company name)”bar, or the Company’s securities code “3937” in the “Code” bar, and select “Basic information,” followedby “Documents for public inspection/PR information” in order to review the information.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You can exercise your voting rights in writing or via the internet, etc. instead of attending the meetingin person. Please review the Reference Documents for the General Meeting of Shareholders described in
the matters for electronic provision, refer to “Guidance to Exercising your Voting Rights” described below,
and exercise your voting rights by no later than 5:30 p.m. on Monday, June 26, 2023, Japan time.
1. Date and Time:
2. Place:

Tuesday, June 27, 2023 at 10:00 a.m. Japan time
(Reception desk opens at 9:00 a.m.)Hall 3A, TKP Ichigaya Conference Center, TKP Ichigaya Building, 8
Ichigaya-Hachimancho, Shinjuku-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 18th Fiscal Year
(April 1, 2022 - March 31, 2023)
2. Results of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Six (6) Directors
Proposal 2:-1-◎ Please submit the enclosed voting form at the reception desk when attending the meeting.
◎ Among the matters for electronic provision, the following matters are not stated in the documents
provided to shareholders who have requested a paper copy, as stipulated in laws and regulations as well
as Article 15 of the Articles of Incorporation of the Company. Therefore, the documents provided toshareholders who have requested a paper copy constitute a part of the documents audited by the Audit& Supervisory Board Members and the Accounting Auditor for the preparation of their respective audit
reports.
(1) Consolidated Financial Statements “Consolidated Statements of Changes in Net Assets”(2) Consolidated Financial Statements “Notes to Consolidated Financial Statements”(3) Non-consolidated Financial Statements “Non-consolidated Statements of Changes in Net Assets”(4) Non-consolidated Financial Statements “Notes to Non-consolidated Financial Statements”◎ If there are any updates to the matters for electronic provision, details of the updates will be posted oneach of the designated websites.
◎ The meeting will be broadcast live on the internet.
◎ If approval or disapproval for each proposal is not indicated on the Voting Rights Exercise Form returnedto the Company, this shall be deemed to be a vote of approval for the Company’s proposal.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for amendments
As a result of the relocation of the Company’s head office for the purpose of strengthening humanresources and head office functions, improving operational efficiency, and upgrading the officeenvironment, the address of the Company’s head office will change from Bunkyo-ku, Tokyo to
Chiyoda-ku, Tokyo.
In line with the above amendments to the Articles of Incorporation, supplementary provisions related
to the effective data, etc. shall be established.
2. Details of the amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed amendment(Location of Head Office)
Article 3
The head office of the Company
shall be situated at Chiyoda-ku,
Tokyo, Japan.

Current Articles of Incorporation(Location of Head Office)
Article 3
The head office of the Company
shall be situated at Bunkyo-ku,
Tokyo, Japan.

<Newly established>
Article 1-3-

Supplementary Provision
Amendments to Article 3(Location of Head Office) shalltake effect on July 1, 2023. This
supplementary provision shall bedeleted after the lapse of theeffective date of the head officerelocation.

Proposal 2:

Election of Six (6) Directors

The terms of office of all of the five (5) Directors will expire at the conclusion of this General Meetingof Shareholders. Accordingly, in order to ensure the future growth of the Group, the Company proposes
the election of six (6) Directors, increasing the number of Directors by one (1).
The candidates for Directors are as follows:

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
November 1985
May 1990
July 1995
May 1998

Masayuki Aoki
(July 29, 1958)

1

March 2005
December 2005
March 2008
April 2010
August 2012
June 2013
June 2013
June 2015
April 2017
June 2019

Joined Le Monde Des Gourmet Inc. (Subsidiary ofWorld Co., Ltd.)
Director, Le Monde Des Gourmet Inc.
Transferred to World Co., Ltd.
Transferred to World Creative Lab. (subsidiary ofWorld Co., Ltd.)
President and Representative Director, WCL, Ltd.
Chairman of the Board, the Company
Director, Advanced World Solutions, Ltd.
President and Representative Director, First
Stemcell Japan Inc.
Director, AWS (Beijing), Ltd. (to present)
Representative Director, Aoki International Co.,
Ltd.
Chief Executive Officer (CEO), the Company (topresent)
Director, AIS Co., Ltd.
Director and Chairman of the Board, AIS Co., Ltd.
Chairman of the Board, AIS Co., Ltd. (to present)

Number ofshares of theCompany held

4,581,980[Reason for nomination as candidate for Director]
Mr. Masayuki Aoki has established and grown the Group into what it is today as CEO, and continues to oversee
the management of the Group under his strong leadership. His proven track record and extensive experience andknowledge in corporate management and business as well as his enthusiasm for the sustainable enhancement ofcorporate value will be necessary for the further growth of the Group in the future and the enhancement of its
corporate value over the medium to long term. Therefore, the Company proposes that he be reelected as Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Sankyo Seiki Mfg. Co., Ltd. (currently
Nidec Sankyo Corporation)
September 1974 Joined IBM Japan, Ltd.
June 1993
Executive Vice President, APTi-Philippines, Inc.
(currently Advanced World Systems, Inc.)
Seconded to APTi Corporation (currently JB
June 1994
Advanced Technology Corporation); Director andGeneral Manager, Development Division
CEO and President, APTi-Philippines, Inc.
June 1997
January 2000
President, Alsons/APTi Information Systems, Inc.
(currently Alsons/AWS Information Systems, Inc.)(to present)
February 2002
CEO and President, ADTEX PHILIPPINES, INC.
Akira Konishi
March 2002
Director, ADTEX Inc.
565,500(November 15, 1947) March 2002
Chairman and CEO, ADTX SYSTEMS, INC.
(currently Advanced World Systems, Inc.)
CEO and President, ADTX SYSTEMS, INC.
July 2002(currently Advanced World Systems, Inc.)
March 2005
Senior Managing Director, ADTEX Inc.
December 2005 CEO, the Company
June 2006
Chairman, CEO and President, Advanced World
Systems, Inc. (to present)
August 2006
Chairman, CEO and President, Advanced World
Solutions, Inc. (to present)
President and Director, the Company
June 2007
March 2008
Director, Advanced World Solutions, Ltd.
June 2013
Vice President, Director and Chief Operating
Officer (COO), the Company (to present)[Reason for nomination as candidate for Director]
Mr. Akira Konishi has established and grown the Philippine subsidiary, an important base for the Company’s
global business, as CEO of the subsidiary. He also continues to oversee the management of the Group as Vice
President, Director and COO, together with Mr. Masayuki Aoki, CEO of the Company. Mr. Konishi’s proventrack record and extensive experience and knowledge in the management of overseas offices and in overseas
business will be necessary for the further growth of the Group in the future and the enhancement of its corporate
value over the medium to long term. Therefore, the Company proposes that he be reelected as Director.
April 1971

2

Number ofshares of theCompany held

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined IBM Japan, Ltd.
General Manager, GBS Financial Services andDelivery Department, IBM Japan, Ltd.
July 2018
Joined the Company as Executive Officer, attached
to Enterprise Solutions Business Division
August2018
Director, Advanced World Systems, Inc. (toYasuhiro Ishihara0
present)(September 12, 1961)
August 2018
Director, Advanced World Solutions, Inc. (topresent)
Director, General Manager, Enterprise Solutions
June 2019
Business Division, the Company (to present)
July 2020
Director, Alsons/AWS Information Systems, Inc.
(to present)[Reason for nomination as candidate for Director]
After having worked for a global IT company, Mr. Yasuhiro Ishihara currently serves as Director of the Company
and concurrently as General Manager of the Enterprise Solutions Business Division to oversee its operations. His
proven track record in said field with a focus on finance, and broad experience and knowledge that cover areas
ranging from marketing to technology, will be necessary for the further growth of the Group in the future and theenhancement of its corporate value over the medium to long term. Therefore, in order to accelerate the drive of
expanding said business, the Company proposes that he be reelected as Director.
April 1984
January 2001

3

Number ofshares of theCompany held

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Sony Corporation (currently Sony Group
Corporation)
May 1994
Representative Director & President, SonyFinancial Services Europe Inc.
Representative Director & President, Sony Europe
March 1998
Finance PLC
July 2000
Head of CEO Strategy Office, Sony Corporation
April 2003
Head of Brand Strategy Office
General Manager, General Affairs Center
July 2007
President, Representative Director and Executive
February 2009
Officer, Sony Facility Management Co., Ltd.
September 2009 Vice President in charge of General Affairs andSecretarial Departments, Sony Corporation
Trustee, Sony Institute of Higher Education (toApril 2010
present)
Yoshinori Hashitani
1,000
January 2011
Vice President in charge of IR and Secretarial(January 27, 1959)
Departments, Sony Corporation
April 2014
Vice President in charge of Secretarial Department
and General Manager of General Affairs Center,Sony Corporation
April 2014
Representative Director, Executive Officer &President, Sony Corporate Services (Japan)
Corporation
September 2015 Vice President of Corporate Communications
Department and Senior General Manager of CSR
Department, Sony Corporation
June 2017
Chairman, Representative Director and Executive
Officer, Frontage Inc.
Outside Director, the Company (to present)
June 2019
April 2020
Executive Officer, Vice Chairman and Co-CEO,
Quantum Leaps Corporation
Representative Director and Vice Chairman,
June 2022
Quantum Leaps Corporation (to present)
Executive Secretary, Japan Association of
February 2023
Corporate Directors (to present)[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Yoshinori Hashitani has a wealth of experience and insight as the head of operations at one of Japan’s leading
global companies. In order to incorporate them, in particular his experience in general affairs, IR, corporate
communications strategies, etc. under a global setting, into the enhancement of the Company’s management
structure, the Company proposes that he be reelected as Outside Director.
April 1982

4

Number ofshares of theCompany held

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
August 1997
May 1999

August 2002
September 2003
Toshiyuki Ito(March 11, 1958)

March 2006
March 2009
July 2010

5

December 2011
August 2013
August 2014
February 2016

June 2019

Joined Maritime Self-Defense Force, Ministry of
DefenseCommanding Officer, JS Hayashio (Commander)
Defense Attaché, Embassy of Japan in the UnitedStates of America (seconded to the Ministry ofForeign Affairs)
Commanding Officer, Submarine Division 2,
Maritime Self-Defense Force (Captain)
Director, Public Relations Office, Maritime Staff
Office (Captain)
Director, Intelligence Division (Captain)
Intelligence General, Intelligence Division (Rear
Admiral)Director General, C4I Department, Maritime Staff
Office (Rear Admiral)
Superintendent, MSDF Second Service School(Rear Admiral)
Commandant, Joint Staff College (Vice Admiral)
Commandant, Kure District, Maritime SelfDefense Force (Vice Admiral)
Professor, Graduate School of Innovation
Management, Toranomon Campus, Kanazawa
Institute of Technology (to present)
Outside Director, the Company (to present)

Number ofshares of theCompany held

1,000

[Reason for nomination as candidate for Outside Director and outline of expected roles]
Although Mr. Toshiyuki Ito has not been directly involved in corporate management, he is currently a graduate
school professor who teaches organization theory and risk management, based on his wealth of experience andinsight he acquired as the head of various organizations in the Maritime Self-Defense Force and as a Self-Defense
Force official with various duties, including overseas assignments. He has been contributing to the enhancementof the Company’s management structure and is expected to further promote the Group’s organizationalinnovation. Therefore, the Company proposes that he be reelected as Outside Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
August 1997
October 2001

Hiroko Saito(December 29, 1961)
6

June 2004
December 2008
June 2015
July 2015
July 2015

June 2016
April 2018

Number ofshares of theCompany held

Joined Sony Corporation (currently Sony Group
Corporation)
Director of Corporate Communications, seconded
to Sony Pictures Entertainment Inc.
General Manager, Corporate PR Department, PR
Center, Sony Corporation
General Manager, Brand Strategy Department
General Manager, in charge of Brand Strategy
Department
Advisor, UNIZO Holdings Company, Limited
Executive Officer
Director and General Manager, Building Sales
Department No. 3, UNIZO Real Estate Company,
LimitedManaging Director and Managing Executive
Officer, UNIZO Holdings Company, Limited
Started sole proprietorship (to present)

0[Reason for nomination as candidate for Outside Director and outline of expected roles]
Ms. Hiroko Saito has a wealth of experience and insight ranging from PR strategies and marketing strategies tomanagement strategies at one of Japan’s leading global companies. In order to incorporate them, in particular her
experience under a global setting, into the improvement of the Company’s brand value and enhancement of ourmanagement structure, the Company proposes that she be newly elected as Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.
2. Ms. Hiroko Saito is a new candidate for Director.
3. Mr. Yoshinori Hashitani, Mr. Toshiyuki Ito and Ms. Hiroko Saito are candidates for Outside
Directors.
4. If the election of Ms. Hiroko Saito as Outside Director is approved, the Company intends toenter into an agreement with her to limit her liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act based on the provisions of Article 427, Paragraph 1 of theCompanies Act, pursuant to the Articles of Incorporation. The maximum amount of liability
for damages based on said agreement shall be the minimum amount stipulated by laws andregulations.
5. Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito are currently Outside Directors of the Company,
and their terms of office as Outside Directors will have been four years at the conclusion ofthis General Meeting of Shareholders.
6. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with each of Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito to limit
their liability for damages set forth in Article 423, Paragraph 1 of said Act. The maximum
amount of liability for damages based on said agreement shall be the minimum amountstipulated by laws and regulations. The Company will continue the above-mentioned
agreement with each of them if their reelection as Outside Director is approved.
7. Mr. Yoshinori Hashitani, Mr. Toshiyuki Ito and Ms. Hiroko Saito satisfy the requirements for
Independent Officers as provided for by the Tokyo Stock Exchange, and if their election isapproved, the Company will designate them as Independent Officers and submit a notificationof the designation to said Exchange.

-9-8. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under
said insurance agreement, damages that may arise as a result of the insured directors andofficers assuming responsibilities regarding the execution of their duties or receiving claims
pertaining to the pursuit of such responsibilities shall be covered. Each candidate will be
included as the insured under said insurance agreement, and the Company plans to renew said
insurance agreement during their terms of office.

- 10 -

■ Expected knowledge and experience in particular

○

Akira
Konishi

Director○○

Yasuhiro
Ishihara

Director○○

Yoshinori
Hashitani

Director○○○

Toshiyuki
Ito

Director○○○

HirokoSaito

Director○○○

Audit &
Kazuki Supervisory
Matsumoto
Board
MemberAudit &
Yasutaka Supervisory
OshitaBoard
MemberAudit &
Shimon Supervisory
Morishita
Board
Member

○

○

○

○

○

○
○

○

○

○
○

○

○

○

Legal &
Compliance○

Financial
Affairs &Finance○

SDGs &
Sustainability

Sales &
MarketingDirectorHRdevelopment &Organizational
operation

International
experience

Masayuki
Aoki

Technology& R&D

Position

Corporate
management& Businessstrategy(Independent/
Outside)

Name

○
○

○

○

- 11 -

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