Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 1973
June 2, 2020
To our shareholders:
Yushi Ushijima
President and Representative Director
NEC Networks & System Integration Corporation
2-6-1, Koraku, Bunkyo-ku, Tokyo, JapanNOTICE OF THE 88th ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 88th Ordinary General Meeting of Shareholders of NEC Networks &System Integration Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or via
the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:15 p.m., Tuesday, June 23, 2020 (Japan Standard Time).
Meeting Outline
1. Date and Time: Wednesday, June 24, 2020 at 10:00 a.m. (Japan Standard Time)(Reception will begin at 9:00 a.m.)
2. Venue:

Bellesalle Iidabashi First
B1F, Iidabashi First Tower
2-6-1, Koraku, Bunkyo-ku, Tokyo, Japan

3. Agenda:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 88th Term (from April 1, 2019 toMarch 31, 2020), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors2.

Non-consolidated Financial Statements for the 88th Term (from April 1, 2019 to March 31, 2020)

Items to be resolved:
Proposal 1:

Election of nine (9) Directors

Proposal 2:

Election of one (1) Corporate Auditor

Any revisions that should be made to this document will be posted on the Company’s website.
Company’s website: https://www.nesic.co.jp-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of nine (9) Directors

The terms of office of all ten (10) present Directors will expire at the conclusion of this General Meeting of
Shareholders. The Company proposes to elect nine (9) Directors.
The candidates for Directors are as follows:
No.

Name

1

Yushi Ushijima

President and Representative Director[Reelection]

2

Osamu Noda

Senior Vice President and Member of the Board
Executive General Manager, Business Design Operations Unit

[Reelection]

3

Hiroyuki Sekizawa

Senior Vice President and Member of the Board[Reelection]

4

Michiko Ashizawa

5

Kuniko Muramatsu

6

Junji Ashida

Position and responsibilities at the Company

Outside Director[Reelection][Candidate for
Outside Director][Independent
Director]

Outside Director[Reelection][Candidate for
Outside Director][Independent
Director]

Member of the Board[Reelection]

Kazuhiko Takeuchi

Senior Vice President, Executive General Manager, Network [New Candidate]
Infrastructure Business Unit

8

Mamoru Yoshida[New Candidate][Candidate for
Outside Director][Independent
Director]

9

Toru Kawakubo[New Candidate]

7

Policy in the nomination of candidates for Directors[Policy]
In nominating candidates for Directors, the Board of Directors of the Company has a basic policy of
selecting individuals who have skills and experience to lead management and can contribute to thedevelopment of the Company’s businesses, while giving consideration to the following and making
comprehensive consideration from the standpoint of placing the right person in the right place.
(Aptitude for Directors)
・A person who has a high level of knowledge about management, objective judgment ability, foresightand insight・A person who has a high level of dignity and high ethical standards
・A person who has ability, knowledge, experience and track records in his/her special fields
・A person who is unbiased and decisive
・A person who understands the overall business activities of the Company

-2-

No.

Name (Date of birth/othernotes)

Yushi Ushijima(April 29, 1960)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2013

Associate Senior Vice President, General
Manager of Higashinihon Regional Divisionof Marketing & Sales Development Unit of
the Company

June 2014

Member of the Board, Associate Senior Vice
President of the Company[Reelection]
Years of service as Director:
6 years

1

Attendance at Board of
Directors meetings:
12/12 meetings

Senior Executive Vice President and Memberof the Board, Q&A Corporation
Apr. 2015

Number of theCompany’s
shares owned

4,600

Member of the Board, Associate Senior Vice
President of the Company
President and CEO, Q&A Corporation

Apr. 2016

Member of the Board of the Company
President and CEO, Q&A Corporation

June 2017

President and Representative Director of theCompany (present position)[Reasons for selection as a candidate for Director]
Yushi Ushijima has accumulated an abundance of knowledge and experience in marketing and sales strategies
through performing his duties in the marketing and sales divisions, as well as on the business environment andindustries surrounding the Company from having served as General Manager of branch divisions. Since 2014,
he has served as Senior Executive Vice President and President and CEO of a Group company, and President of
the Company. He has acquired considerable knowledge and experience on business management and has
contributed to business expansion of the Company. The Company believes he will continue to contribute tofurther progress and development of the Company’s businesses, such as to increasing the Group’s corporate
value and coping with drastic changes in the environment in Japan and overseas, by making use of his trackrecord of accomplishments and experience. In light of these reasons, the Company proposes his election as
Director.

Osamu Noda
(May 1, 1958)[Reelection]
Years of service as Director:
2 years2

Attendance at Board of
Directors meetings:
12/12 meetings

Apr. 2013

General Manager, Enterprise Network
Division, NEC Corporation

Apr. 2015

Associate Senior Vice President, AssistantExecutive General Manager, Enterprise
Solutions Operations Unit of the Company

Apr. 2016

Senior Vice President (present position),
Executive General Manager, Enterprise
Solutions Operations Unit of the Company

June 2018

Member of the Board of the Company(present position)

Apr. 2019

Executive General Manager, Business Design
Operations Unit (present position) and
Executive General Manager, Digital
Solutions Business Unit of the Company

1,900[Reasons for selection as a candidate for Director]
Osamu Noda has a track record of establishing a base system for global information sharing in the area of
business solutions undertakings, and leading business expansion in the enterprise telephony market as the
person responsible at NEC Corporation. As an executive officer of the Company since 2015, he has contributed
to business expansion of the Company, including the growth of the enterprise network business, the trackrecord in profitability improvement and initiatives as an officer responsible for DX*. The Company believes hewill continue to contribute to increasing the Group’s corporate value by making use of his knowledge andexperience. In light of these reasons, the Company proposes his election as Director.
* DX: Abbreviation of “digital transformation.” This refers to significantly transforming activities of businessand industries, as well as city management, by making use of cutting-edge technologies such as Artificial
Intelligence (AI), Internet of Things (IoT), and Robotic Process Automation (RPA).

-3-

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
July 2011

General Manager, Corporate Controller
Division, NEC Corporation

May 2015

General Manager, Corporate Controller
Division, NEC Corporation (change inJapanese only; English title unchanged)

Years of service as Director: June 2017
1 year

Associate Senior Vice President of theCompany

Apr. 2019

Senior Vice President of the Company(present position)

June 2019

Member of the Board of the Company(present position)

Hiroyuki Sekizawa(July 6, 1960)[Reelection]

3

Attendance at Board of
Directors meetings:
10/10 meetings

Number of theCompany’s
shares owned

2,900[Reasons for selection as a candidate for Director]
Hiroyuki Sekizawa has accumulated an abundance of knowledge and experience regarding accounting andfinance, having served in responsible positions in the accounting divisions at NEC Corporation, as well as a
track record in the administrative division at an overseas associated company. He was appointed an Associate
Senior Vice President of the Company in 2017. Since June 2019, he has been overseeing accounting andfinance strategies as Senior Vice President and Member of the Board, working to improve the Group’s
corporate value and strengthen the management foundation as the person responsible for the corporate staff
divisions. The Company believes he will continue to contribute to increasing the Group’s corporate value bymaking use of his knowledge and experience. In light of these reasons, the Company proposes his election as
Director.

Michiko Ashizawa(October 23, 1972)[Reelection][Candidate for Outside
Director][Independent Director]
Years of service as
Outside Director:
2 years
4

Attendance at Board of
Directors meetings:
12/12 meetings

Oct. 1996

Joined Century Audit Corporation (currently
KPMG AZSA LLC), International
Department (left in May 2001)

Sept. 2003

Joined Industrial Revitalization Corporationof JapanFeb. 2006

Joined Advantage Partners LLP (currently
Advantage Partners, Inc.)

Apr. 2013

Associate Professor, International College ofArts and Science (currently School of
Economics and Business Administration),
Yokohama City University (present position)
Associate Professor, Graduate School ofInternational Management, Yokohama City
University (present position)

Sept. 2016

Part-time instructor at Graduate School ofBusiness Administration, Keio University(present position)

June 2018

Outside Director of the Company (present
position)

0[Significant concurrent positions outside the Company]
Outside Director (Audit and Supervisory Committee
Member), Netyear Group Corporation[Reasons for selection as a candidate for Outside Director]
Michiko Ashizawa has an abundance of experience, including business experience as a certified public
accountant at an audit firm and engaging in revitalization projects of major companies at Industrial
Revitalization Corporation of Japan. She also possesses expertise in business administration as a whole, mainly
researching M&A for corporate restructuring and serving as an instructor at a graduate school. The Company
believes she will continue to be capable of giving appropriate advice and providing supervision relating tomanagement of the Company from an objective standpoint by making use of her knowledge and experience. In
light of these reasons, the Company proposes her election as Outside Director.

-4-

No.

Name (Date of birth/othernotes)
Kuniko Muramatsu(September 1, 1958)[Reelection][Candidate for Outside
Director][Independent Director]
Years of service as
Outside Director:
1 year5

Attendance at Board of
Directors meetings:
10/10 meetings

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Nov. 2003

Officer, Ethics Office, Texas Instruments
Japan Limited

Oct. 2009

Chief Researcher, Business Ethics ResearchCenterJan. 2010

Representative Director, Wellness Systems
Institute (present position)

Apr. 2016

Chair of the board, NPO GEWEL

Apr. 2018

Senior Researcher, Business Ethics ResearchCenter (present position)

June 2019

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Outside Director, YOKOWO CO., LTD.

[Reasons for selection as a candidate for Outside Director]
Kuniko Muramatsu joined a foreign-affiliated semiconductor manufacturer and served in positions including
Officer of Ethics Office as well as a responsible role for promoting diversity. She subsequently established
Wellness Systems Institute with the aim of laying a foundation for sustainable society, and has been acting as
an advisor to improve corporate ethics and promote CSR and diversity while managing the business. She also
has experienced various positions such as a chair of the board of a non-profit organization and a university
lecturer. The Company believes she will continue to be capable of giving appropriate advice and providing
supervision relating to management of the Company from an objective standpoint by making use of her
experience. In light of these reasons, the Company proposes her election as Outside Director.
Apr. 2013

Senior Manager, System Integration &Services Planning Division, NEC
Corporation

Apr. 2014

General Manager, Corporate Planning
Division, NEC Solution Innovators, Ltd.

Apr. 2016

Associate Senior Vice President, General
Manager, Corporate Planning Division, NEC
Solution Innovators, Ltd.

Apr. 2017

General Manager, Corporate Strategy
Division, NEC Corporation (present position)

June 2017

Member of the Board of the Company(present position)

Junji Ashida(March 12, 1969)[Reelection]
Years of service as Director:
3 years
6

Attendance at Board of
Directors meetings:
12/12 meetings

0[Reasons for selection as a candidate for Director]
Junji Ashida is the General Manager of the Corporate Strategy Division of NEC Corporation, a company with astrong business relationship with the Company. He possesses knowledge and experience on corporate
governance and internal controls, as well as in corporate strategies and planning as expected of a Director. The
Company believes he will continue to contribute to increasing the Group’s corporate value by making use ofthis knowledge and experience. In light of these reasons, the Company proposes his election as Director.

-5-

No.

Name (Date of birth/othernotes)

Kazuhiko Takeuchi(November 10, 1962)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1985

Joined the Company

Apr. 2011

General Manager, 1st Enterprise Solution,
Marketing & Sales Development Unit of theCompany

Apr. 2014

Associate Senior Vice President, AssistantExecutive General Manager, Technical
Services Operations Unit of the Company

Oct. 2016

Associate Senior Vice President, AssistantExecutive General Manager, Public
Infrastructures Solutions Operations Unit of
the Company

Apr. 2019

Associate Senior Vice President, AssistantExecutive General Manager, Marketing &Sales Operations Unit of the Company

Apr. 2020

Senior Vice President, Executive General
Manager, Network Infrastructure Business
Unit of the Company (present position)[New Candidate]

7

Number of theCompany’s
shares owned

900[Reasons for selection as a candidate for Director]
Kazuhiko Takeuchi has accumulated an abundance of knowledge and experience regarding the businessenvironment surrounding the Company and in both technical and marketing aspects through his service inbusiness and marketing divisions as well as his achievement while he was a General Manager of Marketing &Sales Operations Unit. After his appointment as Associate Senior Vice President in 2014, he continued playing
a role in business growth over wide areas by serving in responsible positions in support service business, social
infrastructure business, as well as marketing and sales operation to establish the Company’s business platform.
The Company believes he will contribute to increasing the Group’s corporate value by making use of his
knowledge and experience. In light of these reasons, the Company proposes his election as Director.

Mamoru Yoshida(May 21, 1956)[New Candidate][Candidate for Outside
Director][Independent Director]
8June 2012

Director, Managing Executive Officer,
Panasonic Corporation
President, Panasonic AVC Networks
Company

Apr. 2013

Director, Managing Executive Officer, Chief
Technology Officer (CTO), Panasonic
Corporation

Apr. 2015

Director, Managing Executive Officer,
Panasonic Corporation(Senior Vice President, Appliances Company,
President, Air-con Company, in charge of TV
Business)

June 2015

Managing Executive Officer, Panasonic
Corporation(Senior Vice President, Appliances Company,
President, Air-con Company, in charge of TV
Business)

June 2016

Senior Audit & Supervisory Board Member,
Panasonic Corporation

0[Reasons for selection as a candidate for Outside Director]
After joining a major electrical appliance manufacturer, Mamoru Yoshida demonstrated broad management
skills and strategy building ability through his career as manager of various areas. He also served as CTO andgained extensive discernment and experience in technology management, manufacturing, marketing, etc. Since
2016, he has promoted corporate management governance reform as Senior Audit & Supervisory Board
Member. The Company believes he is capable of giving appropriate advice and providing supervision relating
to management of the Company from an objective standpoint by making use of his extensive experience asbusiness executive. In light of these reasons, the Company proposes his election as Outside Director.

-6-

No.

9

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2014

Toru Kawakubo(April 19, 1965)

Assistant General Manager, NTT Systems
Division, NEC Corporation

Apr. 2015

Chief Manager, NTT Sales and Systems
Division, NEC Corporation[New Candidate]

Apr. 2017

General Manager, NTT Sales Division,
Network Service Business Unit, NEC
Corporation (present position)

Number of theCompany’s
shares owned

0[Reasons for selection as a candidate for Director]
Toru Kawakubo serves as General Manager of NTT Sales Division of Network Service Business Unit, NEC
Corporation, which is closely related to the Company’s business. He possesses specialist knowledge oftelecommunication carrier business that is essential for expanding service and business areas of the Company.
The Company believes he is capable of contributing to increasing the Group’s corporate value by making useof this knowledge and experience. In light of these reasons, the Company proposes his election as Director.
Notes:

1. There is no special interest between the Company and any of above candidates.
2. Liability limitation agreement with candidates for Directors
The Company has entered into liability limitation agreements with Michiko Ashizawa, Kuniko Muramatsu, andJunji Ashida that shall limit the maximum amount of their liability to compensate for damages due to a failure to
perform their duties as set forth in the provisions of Article 423, Paragraph 1 of the Companies Act. The limit ofliability under these agreements is 1,200,000 yen or the minimum liability amount prescribed in the laws andregulations, whichever is the higher.
If their reelections are approved at this General Meeting of Shareholders, the Company will continue to enter into
this agreement with each of them.
If the elections of Mamoru Yoshida and Toru Kawakubo are approved at this General Meeting of Shareholders,the Company will enter into the same liability limitation agreements with them.
3. Michiko Ashizawa will assume the position of external Audit & Supervisory Board Member of NHK SPRING
Co., Ltd. on June 25, 2020.
4. Kuniko Muramatsu will assume the position of outside Director of Kyushu Railway Company on June 23, 2020.
5. Mamoru Yoshida will retire from the position of Senior Audit & Supervisory Board Member of Panasonic
Corporation on June 25, 2020.
6. Junji Ashida and Toru Kawakubo serve as executives of NEC Corporation, the parent company of the Company.
7. The Company has filed declarations naming Michiko Ashizawa and Kuniko Muramatsu as independent directors,
as prescribed by the Tokyo Stock Exchange. If their reelections are approved at this General Meeting of
Shareholders, the Company will continue to designate both of them as independent directors. Mamoru Yoshida
meets the requirements for independence set forth in the listing rules of the Tokyo Stock Exchange. If his election
is approved at this General Meeting of Shareholders, the Company will file a declaration naming him as anindependent director with the Tokyo Stock Exchange.
8. A 3-for-1 share split of common shares was resolved at the Board of Directors meeting on April 28, 2020, which
will be effective from June 1, 2020; however, the numbers of the Company’s shares owned by the candidates statedabove are the number of shares before the share split.

[About Independence Standards]
In selecting candidates for Independent Outside Directors and Independent Outside Corporate Auditors,
the Company considers the requirements for Outside Directors and Outside Corporate Auditors stipulated
in laws and regulations, the Independence Standards set by the Tokyo Stock Exchange and other criteria.

-7-Proposal 2:

Election of one (1) Corporate Auditor

Corporate Auditor Komei Sakanashi will resign his position at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes to elect one (1) Corporate Auditor.
The candidate for Corporate Auditor is as follows.
The Board of Corporate Auditors has given its consent to this proposal.
Name (Date of birth/othernotes)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 2010

General Manager, Human Resources Development, NEC
Software Co., Ltd. (currently NEC Solution Innovators,
Ltd.)

Yohei Otani(September 12, 1961)

Apr. 2013

Department Manager, Human Resources Development,
Public Planning Division, NEC Corporation[New Candidate]

Apr. 2017

General Manager, Personnel Relations Division of theCompany

June 2017

Associate Senior Vice President of the Company (present
position)

Number of theCompany’s
shares owned

0[Reasons for selection as a candidate for Corporate Auditor]
Yohei Otani has accumulated extensive knowledge and experience in human resources management, labor affairs, talentdevelopment, and compliance through his service as the manager of human resource divisions of a business unit of NEC
Corporation and its domestic affiliated company. He was appointed as Associate Senior Vice President of the Company in2017, and as an officer in charge of human resources, general affairs, and legal affairs, has been promoting work-stylereform and risk management reinforcement to prepare the Company for accelerating innovation. The Company believes hewill be capable of auditing the legitimacy of its business operations from a fair and objective standpoint, by making use of
his knowledge and experience. In light of these reasons, the Company proposes his election as Corporate Auditor.
Notes:

1. There is no special interest between the Company and the above candidate.
2. Yohei Otani was an executive at NEC Corporation, which is the parent company of the Company, within the past
five years.
His positions while working for NEC Corporation are as described in “Career summary and position (Significant
concurrent positions outside the Company).”-8-