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

Securities code: 3423
June 10, 2024
To Our Shareholders:
Ichiro Miyahara,
President

SE Corporation
6-5-1, Nishi-shinjuku,
Shinjuku-ku, Tokyo

Notice of Convocation of
the 43rd Annual General Meeting of Shareholders
We are pleased to announce the 43rd Annual General Meeting of Shareholders of SE Corporation (the “Company”),
which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide the information
contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters to be provided
electronically) and posted them on each of the following websites.
Company website
https://www.se-corp.com/ja/ir/stock/meeting.html (in Japanese)(Access the website above and click on the 43rd Annual General Meeting of Shareholders)
General Meeting of Shareholders information website
https://d.sokai.jp/3423/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website above, enter “SE” in the “Issue name (company name)” field or the Company securities
code “3423” in the “Code” field, and click “Search.” Then select “Basic information,” and “Documents for public
inspection/PR information,” and check the “Notice of General Shareholders Meeting/Informational Materials for a
General Shareholders Meeting” under “Filed information available for public inspection.”)If you are unable to attend the meeting in person, you may exercise your voting rights via the internet or in writing.
Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
the method provided in “Information on Exercise of Voting Rights” by no later than 5:45 p.m., Tuesday, June 25,2024 (JST).
[Exercise of voting rights in writing]
Please indicate your approval or disapproval of each proposal on the enclosed voting form and send it by postal mailto arrive at the Company no later than 5:45 p.m., Tuesday, June 25, 2024 (JST).
If neither approval nor disapproval of a proposal is indicated on the voting form when exercising voting rights inwriting, it will be treated as a vote for approval.
[Exercise of voting rights via the Internet, etc.]
Please access the website for the exercise of voting rights designated by the Company (https://soukai.mizuhotb.co.jp/) and follow the instructions on the screen to enter your approval or disapproval of the proposals by 5:45
p.m. on Tuesday, June 25, 2024 (JST).
When exercising your voting rights via the Internet, etc., please refer to the “Information on Exercise of Voting Rights
via the Internet, Etc.” on page 5.

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1. Date and time:
2. Venue:

Wednesday, June 26, 2024, at 10:00 a.m. (JST)
Excellence, 27th floor, Hyatt Regency Tokyo
2-7-2, Nishi-shinjuku, Shinjuku-ku, Tokyo
3. Purpose of the Meeting:
Matters to Be Reported:
1. The Business Report and the Consolidated Financial Statements for the 43rd fiscal year (from April 1, 2023
to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 43rd fiscal year (from April 1, 2023 to March 31, 2024)
Matters to Be Resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Change of Articles of Incorporation
Proposal No. 3:
Election of Three Audit & Supervisory Board Members
Proposal No. 4:
Election of Two Substitute Audit & Supervisory Board Members
Proposal No. 5:
Award of Retirement Benefits to Retiring Directors and Audit & Supervisory Board
Members

For those attending the meeting on the day, please submit the enclosed voting form to the reception desk at the meeting.
If corrections to the matters to be provided electronically arise, a notice of the revisions and the details of the matters before and after
the revisions will be posted on the Company’s website (https://www.se-corp.com), General Meeting of Shareholders information website(https://d.sokai.jp/3423/teiji/), and TSE website (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show).
Paper-based documents stating the matters to be provided electronically will be delivered to all shareholders regardless of whether or
not delivery of the documents has been requested for this General Meeting of Shareholders. Among the matters to be provided
electronically, the following matters are not provided in the documents delivered to shareholders in accordance with the provisions oflaws and regulations and the Articles of Incorporation of the Company.
(1) Notes to Consolidated Financial Statements; (2) Notes to Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements that are audited by the Audit & Supervisory Board
members in preparing the audit report and by the Financial Auditor in preparing the Financial Auditor’s reports include the “Notes toConsolidated Financial Statements” and the “Notes to Non-consolidated Financial Statements,” in addition to the items listed in the
documents provided herein.

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Notice of Policy for Holding the General Meeting of Shareholders
The policy for holding the General Meeting of Shareholders is as follows.
We appreciate your understanding and cooperation.
1. The final decision on whether or not to wear masks as a measure against new coronavirus infection whenattending the meeting at the venue is left to the discretion of shareholders, but we request that attendees wear
masks where possible, out of consideration for the impact on other shareholders.
2. Directors, Audit & Supervisory Board members, and management members attending the Annual General
Meeting of Shareholders will wear masks.
3. No souvenirs will be provided this year.

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Information on Exercise of Voting Rights
Exercise of voting rights at the Company’s General Meeting of Shareholders is an important right of shareholders.
Please exercise your voting rights after reviewing the attached Reference Documents for the General Meeting of
Shareholders.
There are three methods to exercise your voting rights as indicated below.
Exercise of voting rights by attending the Annual General Meeting of Shareholders
You are kindly requested to exercise your voting rights by submitting the enclosed voting form to the reception desk
at the meeting.
Date and time:

Wednesday, June 26, 2024, at 10:00 a.m. (JST)Exercise of voting rights in writing (by postal mail)Please indicate your approval or disapproval of each proposal on the enclosed voting form and return the completed
form.
Deadline for the exercise of voting rights by postal mail:To be received no later than 5:45 p.m., Tuesday, June 25, 2024 (JST)Exercise of voting rights via the Internet, etc.
Please enter your approval or disapproval of each proposal following the instructions on the next page.
Deadline for the exercise of voting rights via the Internet:
All data entry to be completed no later than 5:45 p.m., Tuesday, June 25, 2024 (JST)How to Fill Out Your Voting Form
Please indicate your approval or disapproval of each proposal.
Proposals No. 1, 2, and 5
To mark your approval
Circle “Approve.”
To mark your disapproval
Circle “Disapprove.”
Proposals No. 3 and 4
To mark your approval for all candidates
Circle “Approve.”
To mark your disapproval for all candidates
Circle “Disapprove.”
To mark your disapproval for certain candidates
Circle “Approve” and write the number of the candidate(s) you
wish to disapprove.
Please note that your online vote will prevail should you exercise your voting rights both in writing (by postal mail)and via the Internet, etc. If you exercise your voting rights more than once via the Internet, etc., only the last voteshall be deemed effective.

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Information on Exercise of Voting Rights via the Internet, Etc.
Method 1: Scanning the Login QR Code “Smart
Vote”
You can simply log in to the website for exercising
voting rights without entering your voting code andpassword.

Method 2: Entering the Voting Code and Password
Website for the exercise of voting rights:
https://soukai.mizuho-tb.co.jp/

1

2

2

1

Please scan the QR Code provided at the bottom
right of the voting form.
* “QR Code” is a registered trademark of DENSOWAVE INCORPORATED.
Please enter your approval or disapproval byfollowing the instructions shown on the screen.

3
4

Please access the website for the exercise of voting
rights.
Please enter the voting code given on the voting
form.
Please enter the password given on the voting form.
Please enter your approval or disapproval byfollowing the instructions shown on the screen.

Please note that exercising voting rights by using “Smart Vote” method is available only once.
If you need to make a correction to the content of your vote after you have exercised your voting rights, please accessthe website for personal computers and log in by entering your voting code and password printed on the voting form,and exercise your voting rights again.
* You can access the website for personal computers by scanning the QR Code again.
In case you need instructions for how to operate your personal computer, smartphone or mobile phone in order toexercise your voting rights via the Internet, please contact:
Internet Help Dial, Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
0120-768-524(Business hours: 9:00 a.m. – 9:00 p.m. (JST))
Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company intends to pay a year-end dividend by comprehensively taking into consideration its businessperformance, internal reserves for future business development, maintenance of stable dividends, among otherfactors.
The Company proposes to pay a year-end dividend for the fiscal year of ¥13 per share.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥13 per common share of the Company.
In this event, the total dividends will be ¥392,704,936.
(3) Effective date of dividends of surplus
The effective date of dividends will be June 27, 2024.

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Proposal No. 2:

Partial Change of Articles of Incorporation

1. Reason for Change
The Company proposes to add a business purpose to Article 2 (Purpose) of the current Articles of Incorporationin order to expand the business content of the Company and Group companies and to prepare for future businessdevelopment.
2. Details of Change
The details of the change are as follows.
(Underlined sections indicate changes.)
Proposed Change

Current Articles of Incorporation(Purpose)
Article 2
The purpose of the Company shall be to engage in thefollowing businesses.
(1) – (10)(Article text omitted)(Newly established)(11)(Article text omitted)(Purpose)
Article 2
The purpose of the Company shall be to engage in thefollowing businesses.
(1) – (10)(As current Articles)(11) All operations related to power generation and sales ofelectricity(12) (As current Articles)-7-

Proposal No. 3:

Election of Three Audit & Supervisory Board Members

The terms of office of all three Audit & Supervisory Board members will expire at the conclusion of this General
Meeting of Shareholders, and the Company therefore proposes the election of three Audit & Supervisory Board
members again.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board member are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
August 1997
Apr. 2009
Apr. 2015

Takayuki Ishino(June 21, 1961)*
1

May 2015
Nov. 2016

Joined the Company
General Manager of the Osaka Branch of theSales Management Division
Executive Officer, Deputy General Manager of
the Sales Management Division, and General
Manager of the Sales Administration
Department
Advisor of SE Repair Co., Ltd.
Representative Director and President of SE
Repair Co., Ltd. (incumbent)
Executive Officer, Deputy General Manager of
the Sales Management Division, and General
Manager of the Sales Planning Department
Executive Officer (incumbent)

Number of theCompany’s shares
owned

Apr. 2018
Reasons for Election
Takayuki Ishino has deepened his knowledge of the Company’s business through engagement in product sales
operations since joining the Company. He has experience as an Executive Officer of the Company and a representativeof a Group company, and can be expected to conduct audits from a broad perspective leveraging the experience andknowledge he has cultivated in sales and marketing strategy, and management strategy. Accordingly, he is judged to becapable of appropriately performing his duties as an Audit & Supervisory Board member. He is therefore elected as a
candidate for standing Audit & Supervisory Board Member.

-8-–

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1985
Apr. 1991
Apr. 1994
Oct. 1994
Apr. 2000

June 2004
Apr. 2010
Yoshio Sugasawa(February 15, 1946)

2

Apr. 2012
Apr. 2016

Apr. 2021
Oct. 2021
Apr. 2022

Full-time Lecturer of College of Industrial
Technology of Nihon University
Assistant Professor of College of Industrial
Technology
Professor of College of Industrial Technology
Visiting Research Professor of Boston
University
Professor of Technology Management Courseof Graduate School of Business of Nihon
University
Outside Audit & Supervisory Board member of
the Company (incumbent)
Professor of Tokyo Shibuya Campus of Facultyof Economics of Japan University of
Economics
Director of Office of Preparation for
Establishment of the Graduate School
Dean of Faculty of Economics
Dean of Graduate School of Economics
Member of the Committee for the Project for
the Development of Information Network
Systems for the National Federation of Small
Business Associations
Honorary President of Japan Society ofCompetitive Intelligence
Representative Director of DSKY Co., Ltd.
(incumbent)
Director of Business Intelligence Society ofJapan (incumbent)

Number of theCompany’s shares
owned

–

Reasons for Election
Yoshio Sugasawa has knowledge and experience as an academic and has provided advice and recommendations toensure the adequacy and appropriateness of decision-making by the Board of Directors based on his experience. He has
also provided valuable advice on the establishment and operation of a high-quality corporate governance system thatenables sound and sustainable growth of the Company at the Audit & Supervisory Board. Moreover, as he is presently
involved in corporate management and has had practical achievements, he is judged capable of fully demonstrating an
ability to monitor management, and is therefore elected as a candidate for outside Audit & Supervisory Board member.

-9-Candidate
No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1993
Apr. 1995
June 2001
Apr. 2002
Nov. 2005

Masahide Teraishi(July 10, 1961)

Apr. 2011
Apr. 20123

Nov. 2015
Nov. 2019
Oct. 2023(Notes)

1.
2.
3.

4.
5.
6.

7.

Assistant Professor of Faculty of Commerce of
Nagoya University of Commerce & Business
Assistant Professor of Faculty of Social andInformation Studies of Gunma University
Outside Audit & Supervisory Board member of
the Company (incumbent)
Professor of Faculty of Social and Information
Studies of Gunma University
Audit & Supervisory Committee member of
KOSHIDAKA Co., Ltd. (currently
KOSHIDAKA HOLDINGS Co., Ltd.)
Professor of Career Education Center of
Otsuma Women’s University (incumbent)
Professor Emeritus of National University
Corporation Gunma University (incumbent)
Outside Director of KOSHIDAKA HOLDINGS
Co., Ltd.
Outside Director of CURVES HOLDINGS Co.,
Ltd. (incumbent)
Outside Audit & Supervisory Board member of
T2 Inc. (incumbent)

Number of theCompany’s shares
owned

–

Reasons for Election
Masahide Teraishi has knowledge and experience as an academic and has provided advice and recommendations toensure the adequacy and appropriateness of decision-making by the Board of Directors based on his experience. He has
also provided valuable advice on the establishment and operation of a high-quality corporate governance system thatenables sound and sustainable growth of the Company at the Audit & Supervisory Board. He has practical experiencefrom his current involvement in corporate management and is judged capable of fully demonstrating an ability tomonitor management. He is therefore elected as a candidate for outside Audit & Supervisory Board member.
New candidates for Audit & Supervisory Board Member are indicated by an asterisk (*).
There is no special interest between any of the candidates for Audit & Supervisory Board member and the Company.
Yoshio Sugasawa and Masahide Teraishi are candidates for outside Audit & Supervisory Board member. The Company
has designated both individuals as independent officers as stipulated by the Tokyo Stock Exchange and has notified theTokyo Stock Exchange to that effect. If the reappointment of both individuals is approved as proposed, they will continue
to be independent officers.
Yoshio Sugasawa has been an Audit & Supervisory Board member of the Company for 20 years.
Masahide Teraishi has been an Audit & Supervisory Board member of the Company for 23 years.
The outline of the contents of the limited liability agreement with the outside Audit & Supervisory Board members is asfollows:
Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with Yoshio
Sugasawa and Masahide Teraishi to limit their liability for damages as provided by Article 423, paragraph (1) of the said
Act. If the reappointment of both individuals is approved as proposed, the Company plans to continue the said agreementwith them. The maximum amount of liability under the said agreement is the minimum liability amount stipulated by laws
and regulations.
The Company has concluded a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. An outline of the contents of the said insurance policy is describedin “2. (2) (iv) Outline of contents of directors and officers liability insurance policy, etc.” in the Business Report. If theelection of the candidates for Audit & Supervisory Board member is approved, they will continue to be included as
insureds under the insurance policy. The insurance policy is scheduled to be renewed with the same terms and conditions
at the next renewal.

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Proposal No. 4:

Election of Two Substitute Audit & Supervisory Board Members

The appointment of substitute Audit & Supervisory Board members elected at the 41st Annual General Meeting of
Shareholders held on June 28, 2022 remains in effect until the commencement of this General Meeting. In preparation
against the number of Audit & Supervisory Board members being insufficient to meet statutory requirements, theCompany proposes the election of two substitute Audit & Supervisory Board members. The candidates to beappointed as substitute Audit & Supervisory Board members shall be Hiroyuki Kindaichi and Osamu Murayama.
Hiroyuki Kindaichi shall be the candidate for substitute outside Audit & Supervisory Board member, and Osamu
Murayama shall be the candidate for the substitute internal Audit & Supervisory Board member.
The Audit & Supervisory Board has given its approval to this proposal. In addition, both candidates have consented
to assume the position of Audit & Supervisory Board member in the event that an Audit & Supervisory Board
member retires during term of office and the number of Corporate Auditors is not sufficient to meet statutory
requirements.
The candidates for substitute Audit & Supervisory Board members are as follows.
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Oct. 1984

Aug. 1991
Hiroyuki Kindaichi(October 29, 1961)
1

2(Notes)

1.
2.
3.

4.

Nov. 1991
Apr. 1997
July 1998
Jan. 2003

Joined Deloitte, Haskins & Sells Certified
Public Accountant Joint Office (currently
Deloitte Touche Tohmatsu LLC)
Joined Yotsuya Certified Public Accountant
Joint Office
Registered as a certified public accountant
Joined Yotsuya Business Consulting Co., Ltd.
Joined Yasuo Usui Accounting Firm
Director of Kindaichi Accounting Firm
(incumbent)

Number of theCompany’s shares
owned

–

Reasons for Election
Hiroyuki Kindaichi has knowledge accumulated over many years as a certified public accountant, and is consideredcapable of applying his knowledge to the Company’s auditing system in the event he assumes the position of Audit &Supervisory Board member. Although he has never been involved in the management of a company, he is judged to becapable of appropriately performing the duties of an Audit & Supervisory Board member for the aforementioned
reasons, and is elected as the candidate for substitute outside Audit & Supervisory Board member.
Dec. 1993
Joined the Company
July 2006
General Manager of the Management Office ofSales Management Division
Osamu Murayama
Nov. 2007
General Manager of the Sales Administration
4,000(March 13, 1965)
Department of Sales Management Division
Aug. 2009
General Manager of the System Management
Department of Administrative Division(incumbent)
Reasons for Election
Osamu Murayama has deepened his knowledge of the Company’s business over the many years he has worked in the
Systems Department and Sales Management Division since joining the Company and has extensive experience andknowledge of the Company’s Administrative Division. In the event he assumes the position of Audit & Supervisory
Board member, he is judged capable of applying his knowledge to the Company’s auditing system, and is elected as thecandidate for substitute internal Audit & Supervisory Board member.
There is no special interest between any of the candidates for substitute Audit & Supervisory Board member and theCompany.
Hiroyuki Kindaichi is elected as the substitute for outside Audit & Supervisory Board member.
In the event the election of Hiroyuki Kindaichi is approved, and he is appointed outside Audit & Supervisory Board
member, the Company plans to enter into an agreement with him pursuant to Article 427, paragraph (1) of the Companies
Act, to limit his liability for damages as provided by Article 423, paragraph (1) of the said Act. The maximum amount ofliability for damages under the said agreement is the minimum liability amount stipulated by laws and regulations.
The Company has concluded a directors and officers liability insurance policy with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. An outline of the contents of the said insurance policy is describedin “2. (2) (iv) Outline of contents of directors and officers liability insurance policy, etc.” in the Business Report.

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If the election of the candidates for substitute Audit & Supervisory Board member is approved, and the candidates assume
the office as Audit & Supervisory Board Member, they will be included as insureds under the insurance policy.
The insurance policy is scheduled to be renewed with the same terms and conditions at the next renewal.

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Proposal No. 5:

Award of Retirement Benefits to Retiring Directors and Audit & Supervisory Board Members

The Company proposes to award retirement benefits within a reasonable amount in accordance with certain standardsof the Company to Tsutomu Takizawa, who retired as Director on March 31, 2024, Hiroyuki Sugiyama, who retired
as Audit & Supervisory Board member on November 19, 2023, and Yasuro Hisaga, who will retire as Audit &Supervisory Board member at the conclusion of this General Meeting of Shareholders.
The specific amount, timing and method of award, etc., are to be at the discretion of the Board of Directors in thecase of the retiring Director, and at the discretion of the Audit & Supervisory Board members in the case of theretiring corporate Audit & Supervisory Board members.
This proposal has been decided by the Board of Directors in accordance with the Company’s predetermined rules for
director and other officer retirement benefits and is deemed appropriate.
The career summaries of retiring Director and the retiring Audit & Supervisory Board members are as follows
Name
Tsutomu Takizawa
Hiroyuki Sugiyama
Yasuro Hisaga

June 2019
June 2022
Nov. 2023

Career summary
Director of the Company(Retired March 31, 2024)
Audit & Supervisory Board member of the Company(Retired November 19, 2023)
Audit & Supervisory Board member of the Company (incumbent)- 13 -