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, 2022
To our shareholders:
Yushi Ushijima
President and Representative Director
NEC Networks & System Integration Corporation
2-6-1, Koraku, Bunkyo-ku, Tokyo, JapanNOTICE OF THE 90th ORDINARY GENERAL MEETING OF
SHAREHOLDERS
We are pleased to inform you that the 90th Ordinary General Meeting of Shareholders of NEC Networks &System Integration Corporation (the “Company”) will be held as described below.
In order to prevent the spread of the COVID-19 pandemic, we request that shareholders exercise their voting
rights before the meeting by postal mail or via the Internet, and refrain from attending the meeting in person
if at all possible.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:15 p.m., Thursday, June 23, 2022 (Japan Standard Time) in accordance with the “Guidanceof Exercising of Your Voting Rights” on page 2.
Meeting Outline
1. Date and Time: Friday, June 24, 2022 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 90th Term (from April 1, 2021 toMarch 31, 2022), 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 90th Term (from April 1, 2021 to March 31, 2022)

Items to be resolved:
Proposal 1:

Partial Amendment to the Articles of Incorporation

Proposal 2:

Election of nine (9) Directors

Proposal 3:

Election of one (1) Corporate Auditor- Any revisions that should be made to this document will be posted on the Company’s website (https://www.nesic.co.jp).

-1-Guidance of Exercising of Your Voting Rights
Instead of attending the general meeting of shareholders in person, you may exercise your voting rights by
one of the following two methods.
1. Instructions on exercise of voting rights in writing (by mail)Please indicate your approval or disapproval to each of the proposals on the enclosed Exercise Voting Rights
Form and return it to the Company’s shareholder registry administrator (Sumitomo Mitsui Trust Bank,
Limited)<Voting deadline>
Your vote must be arrived at the Company’s shareholder registry administrator no later than 5:15 p.m. on
Thursday, June 23, 2022 (Japan Standard Time).
2. Instructions on exercise of voting rights via the Internet, etc.
Please register your approval or disapproval of the proposal by accessing the following voting website or byscanning the QR Code on the Exercise Voting Rights Form (“smart vote.”)The voting website
https://www.web54.net(This website is available in Japanese only.)<Voting deadline>
Please be sure register your approval or disapproval of the proposals by 5:15 p.m. on Thursday, June 23, 2022
(Japan Standard Time).

・If you send the Exercise Voting Rights Form by mail without indicating your approval or disapproval of
the proposals, we will treat it as an indication of approval of the proposals.
・If you exercise your voting rights multiple times via the Internet, etc., the last one shall be deemed valid.
・If you exercise your voting rights both in writing (by mail) and via the Internet, etc., the one exercised via
the Internet, etc. shall be deemed valid.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial Amendment to the Articles of Incorporation

1. Reasons for proposal(1) Transfer of Head Office
Due to relocation, the Head Office location will be changed from Bunkyo-ku, Tokyo, to Minatoku, Tokyo, and Article 3 of the Articles of Incorporation will be amended.
In addition, amendments to this Article shall take effect on March 1, 2023, and there will be a
stipulation to that effect in the Supplementary Provisions.
(2)

A general meeting of shareholders without a designated location for the meeting
The Act for Partially Amending the Act on Strengthening Industrial Competitiveness and Other
Related Laws and Regulations (Act No. 70 of 2021) was enforced on June 16, 2021, and it has
become possible to hold a general meeting of shareholders without a designated location (so-calledvirtual-only general meeting of shareholders) in listed companies under certain circumstances, by
so stipulating in their articles of incorporation. We would like to promote revitalizing, streamlining,
and facilitating the general meeting of shareholders by making it easier for many shareholders,
including shareholders living in distant locations, to attend the meeting, and in addition, we
consider that expanding the options for holding a general meeting of shareholders will contributeto the interests of shareholders considering the spread of infectious diseases and occurrence oflarge-scale disasters including natural disasters, as well as the progress of digitalization of society,and thus we will amend Article 12 of the Articles of Incorporation so that we can hold a general
meeting of shareholders without a designated location for the meeting.
When deciding how to hold a general meeting of shareholders, the rights of shareholders should
be given top priority each time a meeting is held, and taking into consideration social demands inlight of infectious diseases and large-scale disasters, and the decision will be made carefully by
resolution of the Board of Directors.
Regarding this amendment to the Articles of Incorporation, it has been confirmed by the Ministerof Economy, Trade and Industry and the Minister of Justice pursuant to the provisions of theOrdinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry ofJustice that the requirements stipulated in the Ordinances as a case, which serves for strengthening
industrial competitiveness while giving consideration to securing the interests of shareholders, are
met.

(3)

Introduction of measures for providing reference documents for the general meeting ofshareholders, etc. in electronic format
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes to make the following changes to its
Articles of Incorporation in preparation for the introduction of the system for providing reference
documents for the general meeting of shareholders in electronic format.
a. Article 15, paragraph 1 in Proposed amendments below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents
for the general meeting of shareholders, etc. in electronic format.
b. Article 15, paragraph 2 in Proposed amendments below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents.
c. Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc. (Article 15 of the current Articles ofIncorporation) will no longer be required in the system for providing reference documents forthe general meeting of shareholders in electronic format, they will be deleted.
d. Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
-3-

2. Details of amendment
Details of amendment are as follows.
(Underline indicate amendment)
Current Articles of Incorporation

Proposed amendments(Location of Head Office)(Location of Head Office)
Article 3
Article 3
The Head Office of the Company shall be located in
The Head Office of the Company shall be located in
Bunkyo-ku, Tokyo.
Minato-ku, Tokyo.
(Convocation)(Convocation)
Article 12
Article 12
1. An ordinary general meeting of shareholders shall be 1.
(as present)
convened in June of each year and an extraordinary
general meeting of shareholders shall be convened
whenever necessary.
2. A general meeting of shareholders shall be convened by 2.
(as present)
the Representative Director elected by the Board of
Directors pursuant to a resolution of the Board of
Directors unless otherwise provided by relevant laws
and regulations and in cases where the Representative
Director is unable to act, the meeting shall be convened
by another Director in accordance with the orderpreviously determined by the Board of Directors.
(newly established)
3. The Company may hold a general meeting ofshareholders without a designated location for the
meeting.
(Disclosure of Reference Documents for General Meetings ofShareholders, etc., through the Internet and Deemed
Provision)
Article 15
In convening a general meeting of shareholders, it may
be deemed that the Company has provided theshareholders with the necessary information that should
be described or indicated in the reference documents,
business reports, non-consolidated financial statements
and consolidated financial statements for the general
meeting of shareholders on the condition that suchinformation is disclosed through the Internet inaccordance with the Ministry of Justice Ordinance.

-4-(deleted)

Current Articles of Incorporation(newly established)(newly established)(newly established)(newly established)

Proposed amendments(Measures, etc. for Providing Information in Electronic
Format)Article 15
1. In convening a general meeting of shareholders, it shalltake measures for providing information that constitutes
the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.
(Supplementary Provisions)(Provisional Measures relating to Change of Location of Head
Office)Article 1
Amendment to Article 3 (Location of Head Office) shallcome into effect on March 1, 2023. Article 1 of the
Supplementary Provisions shall be deleted after theelapse of the effectuation date of transfer of the Head
Office.
(Provisional Measures relating to Measures, etc. for Providing
Information in Electronic Format)
Article 2
1. The deletion of Article 15 (Disclosure of Reference
Documents for General Meetings of Shareholders, etc.,
through the Internet and Deemed Provision) in the preamended Articles of Incorporation and theestablishment of the new Article 15 (Measures, etc. for
Providing Information in Electronic Format) in theamended Articles of Incorporation shall be effectivefrom September 1, 2022, which is the date ofenforcement of the revised provisions provided for in
the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the pre-amended Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. Article 2 of these Supplementary Provisions shall bedeleted on the date when six months have elapsed fromthe Date of Enforcement or three months have elapsed
from the date of the general meeting of shareholders in
the preceding paragraph, whichever is later.

-5-

Proposal 2:

Election of nine (9) Directors

The terms of office of all nine (9) 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 describe on pp. 6–14.
Candidates for Director are decided by the Board of Directors after deliberation by the Nomination andCompensation Committee, which is chaired by an Independent Outside Director and whose majority
members are Independent Outside Directors.

GenderYears ofAttendance service (asat Board ofof
Directors conclusion
meetingsof thismeeting)[Reelection]

Male

13/13
meetings

8 years

Osamu Noda

Senior Vice President and Member of the[Reelection]
Board

Male

13/13
meetings

4 years

Hiroyuki Sekizawa

Senior Vice President and Member of the[Reelection]
Board

Male

13/13
meetings

3 years

Kazuhiko Takeuchi

Senior Vice President and Member of the
Board[Reelection]
Executive General Manager, Network
Solutions Business Unit

Male

12/13
meetings

2 years

Michiko Ashizawa

Outside Director[Reelection][Candidate
for Outside
Director][Independent
Director]Female13/13
meetings

4 years

Outside Director[Reelection][Candidate
for Outside
Director][Independent
Director]Female13/13
meetings

3 years

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

Male

13/13
meetings

2 years

No.

Name

1

Yushi Ushijima

President and Representative Director

2
3

4

5

6

Kuniko Muramatsu

Position and responsibilities at the Company

7

Mamoru Yoshida

8

Junji Ashida

Member of the Board[Reelection]

Male

13/13
meetings

5 years

9

Toru Kawakubo

Member of the Board[Reelection]

Male

13/13
meetings

2 years

Note:

Currently, our Nomination and Compensation Committee is composed of four members: Yushi Ushijima, Michiko
Ashizawa, Kuniko Muramatsu, and Mamoru Yoshida, with Michiko Ashizawa chairing the meeting.

-6-Based on the role and function of the Board of Directors, which was deliberated on in the medium- to longterm management strategy of the Company and the evaluation of the effectiveness of the Board of Directors,
the skills, experience, and fields of specialization that are particularly expected of members of the Board of
Directors of the Company are as follows.

No.

1

Committee (plan)
Nomination andSpecialCompensation
Committee
Committee○

Areas especially expected of candidates for Directors
Corporate
management

Technology

●

2

●

3

●

4

●

5

◎

○

●

6

○

○

●

7

○

◎

●

Sales andmarketingGlobalFinance and Sustainabiaccounting lity and ESG

●
●

●
●
●

●

●

●

●

●

●

●
●

●

●
●

8
●

9
Note 1:

These are the skills, experience, and fields of specialization particularly expected of each Director, and do notindicate all the skills, experience, and fields of specialization possessed by each Director.

Note 2:“◎” indicates the chairperson.

-7-

No.

Name (Date of birth/othernotes)

Yushi Ushijima(April 29, 1960)[Reelection]

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

Joined the Company

Apr. 2011

General Manager, Nakanihon Regional
Division, Regional Operations Unit of theCompany

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

Years of service as Director:
8 years

1

Attendance at Board of
Directors meetings:
13/13 meetings

Apr. 2015

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

Number of theCompany’s
shares owned

23,400President and CEO, Q&A Corporation
June 2017

President and Representative Director of theCompany (present position)[Reasons for selection as a candidate for Director]
Mr. Yushi Ushijima has accumulated an abundance of knowledge and experience regarding the businessenvironment and industries of the Company from having served as General Manager of branch divisions andperforming other duties. Since 2014, he successively has served as Senior Executive Vice President andPresident 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 theCompany. The Company believes he is a suitable candidate to further progress and develop the Company’sbusinesses, such as by increasing the Group’s corporate value and coping with drastic changes in theenvironment in Japan and overseas, making use of his track record of accomplishments and experience. In lightof these reasons, the Company proposes his election as Director.
Oct. 2010

General Manager, 1st Enterprise Solution
Division, Enterprise Solutions Operations
Unit, NEC Corporation

Jan. 2013

Executive General Manager, Enterprise
Solutions Operations Unit, NEC Corporation

Apr. 2015

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

Years of service as Director: Apr. 2016
4 years

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

Osamu Noda
(May 1, 1958)[Reelection]

2

Attendance at Board of
Directors meetings:
13/13 meetings

June 2018

Member of the Board of the Company(present position)

Apr. 2019

Executive General Manager, Business Design
Operations Unit andExecutive General Manager, Digital
Solutions Business Unit of the Company

11,100[Reasons for selection as a candidate for Director]
Mr. 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 domestic and foreign enterprise network
business, the track record in profitability improvement and initiatives as an officer responsible for DX. The
Company believes he is a suitable candidate to increase 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.
* 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).

-8-

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
3 years

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:
13/13 meetings

Number of theCompany’s
shares owned

14,100[Reasons for selection as a candidate for Director]
Mr. 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 as a chief financial officer and senior vice president at an overseas associated company. He wasappointed an Associate Senior Vice President of the Company in 2017. Since June 2019, as Senior Vice
President and Member of the Board, he has been working to improve the Group’s corporate value andstrengthen the management foundation as the person responsible for the corporate staff divisions in addition to
overseeing accounting and finance strategies. The Company believes he is a suitable candidate to increase theGroup’s corporate value by making use of his knowledge and experience. In light of these reasons, theCompany proposes his election as Director.

Kazuhiko Takeuchi(November 10, 1962)

Apr. 1985

Joined the Company

Apr. 2011

General Manager, 1st Enterprise Solution
Marketing & Sales Division, Marketing &Sales Development Unit of the Company

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[Reelection]
Years of service as Director:
Apr. 20192 years

4

Attendance at Board of
Directors meetings:
12/13 meetings

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

Apr. 2020

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

June 2020

Member of the Board of the Company(present position)

Apr. 2022

Executive General Manager, Network
Solutions Business Unit of the Company(present position)

8,100[Reasons for selection as a candidate for Director]
Mr. 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 inengineering 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, public infrastructure business, as well as marketing and sales operation to establish the Company’sbusiness platform. The Company believes he is a suitable candidate to increase the Group’s corporate value bymaking use of his knowledge and experience. In light of these reasons, the Company proposes his election as
Director.

-9-

No.

5

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1996

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

Sept. 2003

Joined Industrial Revitalization Corporationof Japan (resigned in January 2006)

Michiko Ashizawa(October 23, 1972)

Feb. 2006

Joined Advantage Partners LLP (currently
Advantage Partners, Inc.) (resigned in
January 2007)[Reelection][Candidate for Outside
Director][Independent Director]

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)

Years of service as Outside
Director:
4 years

Sept. 2016

Attendance at Board of
Directors meetings:
13/13 meetings

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

June 2018

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Associate Professor, School of Economics and Business
Administration, Yokohama City University
Associate Professor, Graduate School of International
Management, Yokohama City University
Reasons for selection as Outside Director and overview of expected role
Ms. 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 playing an appropriate role in matters such as giving advice andproviding supervision relating to management of the Company from an objective standpoint by making use ofher extensive experience in finance and management. In light of these reasons, the Company proposes her
election as Outside Director.

- 10 -

No.

Name (Date of birth/othernotes)

Nov. 2003
Kuniko Muramatsu(September 1, 1958)

Officer, Ethics Office, Texas Instruments
Japan Limited (resigned in September 2009)

Oct. 2009

Chief Researcher, Business Ethics ResearchCenter[Reelection][Candidate for Outside
Director][Independent Director]

Jan. 2010

Representative Director, Wellness Systems
Institute (present position)

Apr. 2016

Chair of the board, NPO GEWEL (resigned
in March 2019)

Apr. 2018

Senior Researcher, Business Ethics ResearchCenter (present position)

June 2019

Outside Director of the Company (present
position)

Years of service as Outside
Director: 3 years
6

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

Attendance at Board of
Directors meetings:
13/13 meetings

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Representative Director, Wellness Systems InstituteOutside Director, YOKOWO CO., LTD.
Outside Director of Kyushu Railway Company

Reasons for selection as Outside Director and overview of expected role
Ms. 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 in sustainability management 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 playing an appropriate role in giving advice and providing
supervision relating to management of the Company from an objective standpoint by making use of her global
mindset and deep insight on compliance matters and promotion of diversity. In light of these reasons, theCompany proposes her election as Outside Director.

- 11 -

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 2009

Officer, Panasonic Corporation(Vice President Panasonic AVC Networks
Company, in charge of Consumer Business)

Apr. 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)

Mamoru Yoshida(May 21, 1956)[Reelection][Candidate for Outside
Director][Independent Director]
Years of service as
Outside Director:
2 years
7

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 (resigned in June
2020)

June 2020

Outside Director of the Company (present
position)

Attendance at Board of
Directors meetings:
13/13 meetings

Number of theCompany’s
shares owned

0

Reasons for selection as Outside Director and overview of expected role
After joining a major electrical appliance manufacturer, Mr. Mamoru Yoshida demonstrated broad management
skills and strategy building ability through his career as manager of various areas, including overseas business.
He also served as CTO and gained extensive knowledge and experience in technology management,
manufacturing, marketing, etc. Since 2016, he had promoted corporate management governance reform as
Senior Audit & Supervisory Board Member. The Company believes he will continue to be capable of playing
an appropriate role in matters such as giving advice and providing supervision relating to management of theCompany from an objective standpoint by making use of his manufacturing knowledge and extensive
experience in corporate management. In light of these reasons, the Company proposes his election as Outside
Director.

- 12 -

No.

Name (Date of birth/othernotes)

Apr. 2009

Senior Manager, Information Technology &Services Planning Division, NEC
Corporation

Apr. 2013
Junji Ashida(March 12, 1969)

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

Apr. 2014

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

[Reelection]

Apr. 2016

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

Years of service as Director:
5 years
8

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

Attendance at Board of
Directors meetings:
13/13 meetings

Apr. 2017

General Manager, Corporate Strategy
Division, NEC Corporation

June 2017

Member of the Board of the Company(present position)

Apr. 2022

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

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
General Manager, Corporate Strategy Division, NEC
Corporation[Reasons for selection as a candidate for Director]
Mr. Junji Ashida is serving as the General Manager of the Corporate Strategy Division of NEC Corporation. He
possesses insight regarding corporate governance and strengthening internal controls, as well as corporate
strategies and planning as expected of a Director. The Company believes he will continue to contribute toincreasing the Group’s corporate value by making use of this knowledge and experience. In light of thesereasons, the Company proposes his election as Director.

Toru Kawakubo(April 19, 1965)

Apr. 2009

Department Manager, NTT Systems
Division, NEC Corporation

Apr. 2014

Deputy General Manager, NTT Systems
Division, NEC Corporation

Apr. 2015

General Manager, NTT Sales Division, NEC
Corporation

Apr. 2017

General Manager, NTT Sales Division, NEC
Corporation

June 2020

Member of the Board of the Company(present position)

Apr. 2021

Senior Vice President, NEC Corporation(present position)[Reelection]
Years of service as Director:
2 years
9

Attendance at Board of
Directors meetings:
13/13 meetings

0[Significant concurrent positions outside the Company]
Senior Vice President, NEC Corporation[Reasons for selection as a candidate for Director]
Mr. Toru Kawakubo serves as executive officer in charge of the Communications Career Sales Division of the
Network Service Business Unit, NEC Corporation, which is closely related to the Company’s business. He
possesses an abundance of knowledge and experience of telecommunication carrier business that is essential
for expanding service and business areas of the Company. The Company believes he will continue to contributeto increasing the Group’s corporate value by making use of this knowledge and experience. In light of thesereasons, the Company proposes his election as Director.
Notes:

1. There is no special interest between the Company and any of above candidates.
2. Messrs. Osamu Noda and Hiroyuki Sekizawa were executing persons at NEC Corporation, which is the parent
company of the Company, within the past ten years. Their positions while working for NEC Corporation are as
described in “Career summary, position and responsibilities (Significant concurrent positions outside theCompany).”
3. Liability limitation agreement with candidates for Directors
The Company has entered into liability limitation agreements with Mss. Michiko Ashizawa and Kuniko
Muramatsu and Messrs. Mamoru Yoshida, Junji Ashida, and Toru Kawakubo that shall limit the maximum amountof their liability to compensate for damages due to a failure to perform their duties as set forth in the provisions of- 13 -

Article 423, paragraph 1 of the Companies Act. The limit of liability under these agreements is 1,200,000 yen or
the minimum liability amount prescribed in the laws and regulations, whichever is the higher.
If their reelections are approved at this General Meeting of Shareholders, the Company will continue thisagreement with each of them.
4. D&O (directors, corporate auditors and officers) liability insurance contract, with candidates for Directors
NEC Corporation, the parent company of the Company, has entered into a D&O liability insurance contract asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company.
Each candidate will become the insured of the insurance contract if his/her reelection is approved.
5. Messrs. Junji Ashida and Toru Kawakubo serve as executing persons of NEC Corporation, the parent company of
the Company.
6. The Company has filed declarations naming Mss. Michiko Ashizawa and Kuniko Muramatsu, and Mr. Mamoru
Yoshida as independent directors, as prescribed by the Tokyo Stock Exchange, Inc.. If their reelection is approvedat this General Meeting of Shareholders, the Company will continue to designate them as independent directors.

Policy in the nomination of candidates for Directors[Policy]
In nominating candidates for Directors, the Company has a basic policy of selecting individuals who haveskills and experience to lead management and can contribute to the development of the Company’sbusinesses, while giving consideration to the following and making comprehensive consideration from thestandpoint 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- 14 -

Proposal 3:

Election of one (1) Corporate Auditor

The term of office of Corporate Auditor Yuji Kikuchi will expire at the conclusion of this General Meetingof Shareholders. 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)
Akiko Isohata(February 8, 1976)[New Candidate][Candidate for Outside
Corporate Auditor][Independent Auditor]
Years of service as
Corporate Auditor:– years
Attendance at Board of
Directors meetings:–/– meetings

Career summary and position(Significant concurrent positions outside the Company)
Oct. 2001

Registered as an attorney

Oct. 2011

Partner, Tokyo Hatchobori Law Office (present
position)

Oct. 2015

Special Member, Central Construction Work
Disputes Committee, Ministry of Land,
Infrastructure, Transport and Tourism (present
position)

Apr. 2018

Civil conciliation commissioner, Tokyo
District Court (present position)

Number of theCompany’s shares owned

0[Significant concurrent positions outside the Company]
Attorney

Attendance at Board of
Corporate Auditors meetings:–/– meetings[Reasons for selection as a candidate for Outside Corporate Auditor]
Ms. Akiko Isohata has specialized knowledge of the Companies Act and corporate governance, and the like, and has awealth of experience as a lawyer in the field of general corporate legal affairs. Although she has not been involved inbusiness management, the Company believes she will audit the legitimacy of its business operations from a fair andobjective standpoint, by making use of her knowledge and experience. In light of these reasons, the Company proposes her
election as Outside Corporate Auditor.
Notes:

1. There is no special interest between the Company and the above candidate.
2. Liability limitation agreement with a candidate for Corporate Auditor
If the election of Ms. Akiko Isohata is approved as an Outside Corporate Auditor, the Company plans to enter intoa liability limitation agreement with her as set forth in the provisions of Article 423, Paragraph 1 of the Companies
Act.
The limit of liability under this agreement is 1,200,000 yen or the minimum liability amount prescribed in the laws
and regulations, whichever is the higher.
3. D&O (directors, corporate auditors and officers) liability insurance contract, with a candidate for Corporate
Auditor
NEC Corporation, the parent company of the Company, has entered into a D&O liability insurance contract asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company.
Ms. Akiko Isohata will become the insured of the insurance contract if her election is approved.
4. Ms. Akiko Isohata satisfies the requirements for independence set forth in the listing rules of the Tokyo Stock
Exchange, Inc. If her election is approved at this General Meeting of Shareholders, the Company will file adeclaration naming her as an independent auditor with the Tokyo Stock Exchange.

- 15 -

Policy in the nomination of candidates for Corporate Auditors[Policy]
In nominating candidates for Corporate Auditors, the Company has a basic policy of selecting individuals
who have skills and experience to conduct effective audits and can contribute to the development of theCompany’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 Corporate Auditors)
・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

Standards for Judgment of the Independence of Outside Directors/Auditors
The Company has established the following standards for ensuring the independence of candidates for Independent Outside
Director and candidates for Independent Outside Corporate Auditor.
Independent Outside Directors and Independent Outside Corporate Auditors must meet these standards even after taking
office.
(1) A person who is not a director, corporate auditor, executive officer or other employee of the Company or its subsidiaries
within the past ten years(2) A person who is not a director, corporate auditor, executive officer or other employee of NEC Corporation or its
subsidiaries within the past ten years(3) A person who is not a director, corporate auditor, executive officer or other employee of a company that has conductedmajor transactions with the Company within the past five years* “Major transactions” means transactions in which the transaction amount with the Company exceeds 2% of the annual
consolidated sales of either the Company or a company with which the transaction is conducted.
(4) A person who is not a consultant, accounting expert, or legal expert (if the party who has received the money, etc. is anorganization such as a corporation, union, etc., a person who belongs to the organization) who has received a large
amount of money, etc. from the Company in addition to compensation for officers within the past five years* “Large amount of money, etc.” means a transaction in which the amount paid by the Company exceeds 2% of theannual consolidated sales of either the Company or said consultant, etc.
(5) A person who is not a shareholder (or director, corporate auditor, executive officer or other employee of the corporationin the case where the shareholder is a corporation) who holds 10% or more of the total voting rights of the Company
within the past five years(6) A person who is not from a company, where outside officers of the Company serve mutually as officers(7) A person who is not a party to which the Company has made a large donation or a person from the party* “Large donation” means a donation in which the amount of our donation exceeds 2% of the annual consolidated salesof either the Company or the recipient of the donation.
(8) A person who is not a relative within the second degree of the person listed in (1) to (7) above(9) In addition, there is no doubt regarding the person about independence as an outside officer of the Group- 16 -