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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To Our Shareholders
Securities Code: 2317
June 6, 2023
Kenji Miura
Representative Director and President
Systena Corporation
1-2-20 Kaigan, Minato-ku, Tokyo

Notice of the 41st Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 41st Ordinary General Meeting of Shareholders of Systena Corporation (the “Company”), which
will be held as described below.
In convening the General Meeting of Shareholders, the Company takes measures for electronic provision and information that
constitutes the Reference Documents, etc. for the General Meeting of Shareholders (Matters Subject to Measures for Electronic
Provision) is posted on the Websites for Posting Matters Subject to Measures for Electronic Provision explained in 4. below. You arekindly requested to check the information by accessing these websites.
If you are unable to attend the meeting in person, you may exercise your voting rights by electromagnetic means or in writing (by mail).
Kindly exercise your voting rights by either one of these methods. Details of each of the proposals are as stated in the Reference
Documents, etc. for the General Meeting of Shareholders posted on the Websites for Posting Matters Subject to Measures for Electronic
Provision explained in 4. below. After reviewing these Reference Documents, please exercise your voting rights by no later than 6 p.m.
on Tuesday, June 20, 2023 (Japan time) in accordance with the Guidance Notices later in this Notice.
1. Date:10 a.m. on Wednesday, June 21, 2023
(The reception of participants at the meeting will begin at 9:00 a.m.)
Canbus. Hall, Head Office of the Company, 16th floor of Shiodome Building,
1-2-20 Kaigan, Minato-ku, Tokyo (Please refer to the “Location Map” at the end of this Notice. The
meeting will be held in the same building as last year but on a different floor and in a different hall.
Please make sure to come to the correct location.)

2. Place:

3. Meeting Agenda
Matters to be Reported:

1. Reports on the contents of the Business Report and Consolidated Financial Statements for the 41st
Fiscal Year (from April 1, 2022 to March 31, 2023), and reports on the Auditing Results of
Accounting Auditor and the Audit & Supervisory Board regarding the Consolidated Financial
Statements
2. Reports on the contents of Non-consolidated Financial Statements for the 41st Fiscal Year (from
April 1, 2022 to March 31, 2023)

Matters to be Resolved:
Proposal No. 1:
Election of Nine (9) Directors
Proposal No. 2:
Election of Three (3) Audit & Supervisory Board Members
4. Websites for Posting Matters Subject to Measures for Electronic Provision
Item No.

Website and web address

How to access

The Company’s website
https://www.systena.co.jp/ir/library/general_meeting.html

Please check the information by accessing the web address
shown on the left.

2

Tokyo Stock Exchange Listed Company Information Service
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

Please access the website at the address shown on the left,
enter/search “Systena” under “Issue name (company
name)” or its securities code “2317” under “Code,” andchoose “Basic information,” “Documents for public
inspection / PR information” and “Notice of General
Shareholders Meeting / Informational Materials for a
General Shareholders Meeting.”

3

Soukai PortalⓇ (Sumitomo Mitsui Trust Bank, Limited)https://www.soukai-portal.net

Please scan QR code on the voting form, or enter yourID/initial password to access.

1* Each website may be temporarily inaccessible due to scheduled maintenance, etc. If you cannot access the website, please checkthe matters from a different website or try again later.

5. Guidance Notices on the Exercise of Voting Rights
Please refer to the Guidance Notices on the Exercise of Voting Rights
6. Items Decided for the Convocation of Meeting
1. (1) For the General Meeting of Shareholders, paper-based documents containing Matters Subject
to Measures for Electronic Provision will be sent to all shareholders, whether or not they request
the delivery of paper-based documents. Among the Matters Subject to Measures for Electronic
Provision, the following matters are posted on the Websites for Posting Matters Subject to Measuresfor Electronic Provision in 4. and are, therefore, not stated in the paper-based documents delivered
to shareholders who requested the delivery of paper-based documents, in accordance with laws andregulations and the provisions of Article 14 of the Articles of Incorporation of the Company.
Accordingly, the paper-based documents delivered to shareholders who requested the delivery of
paper-based documents are part of the documents audited by Audit & Supervisory Board Members
and Accounting Auditors when preparing audit reports. Notes to Consolidated Financial Statements
in Consolidated Financial Statements
2. Notes to Non-consolidated Financial Statements in Non-consolidated Financial Statements(2) If you exercise your voting rights both through electromagnetic means and the Voting Rights
Exercise Form, the voting rights exercised through electronic means will be treated as valid.
(3) If voting rights are exercised more than once by electromagnetic means, the last vote shall bedeemed to be valid.
(4) If you use the Voting Rights Exercise Form and do not indicate your approval or disapproval ofeach proposal, you will be deemed to have indicated your approval.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
In the event of revisions to Matters Subject to Measures for Electronic Provision, notice of such revisions and the original and revised
versions of the matters will be posted on the Websites for Posting Matters Subject to Measures for Electronic Provision in 4.

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of nine (9) Directors.
The candidates for Directors are as follows:
No.

Name

1

Yoshichika Hemmi

Representative Director and Chairman

Positions and responsibilities in the Company
Reelection

2

Kenji Miura

Representative Director and President

Reelection

3

Makoto Taguchi

Director, General Manager of Business Solution Group

Reelection

4

Hiroyuki Fujii

Director, General Manager of IT Management BusinessGroup

Reelection

5

Shingo Hemmi

Director, General Manager of DX Design Group, General
Manager of Solution Design Group and General Manager
of Brand Experience Group, the Company

Reelection

6

Hiroshi Kotani

Senior Corporate Officer, General Manager of Finance &Accounting Group

Reelection

7

Yukio Suzuki

DirectorReelection Outside Independent

8

Koichi Ogawa

DirectorReelection Outside Independent

9

Mari Ito

DirectorReelection Outside Independent

Reelection: Candidates for Directors to be reappointed
Outside: Candidates for Outside Directors
Independent: Independent Directors as defined by the Tokyo Stock Exchange

No. 1

Yoshichika Hemmi
Reelection
Birth date:
March 24, 1956
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
40 years
Attendance at meetings of the Board of
Directors:
10/13 meetings

No. 2Kenji Miura
Reelection
Birth date:February 5, 1968
Number of the Company’s shares owned:
2,917,700 shares
Number of years as a Director:
22 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 1974
Joined Nitto Boseki Co., Ltd.
April 1979
Joined Sun System Inc.
March 1983
Established Hemmi Engineering Co., Ltd. (currently the Company).
Representative Director and President
December 2007 Special Advisor to Catena Corporation
June 2008
Director and Chairman, Catena Corporation
January 2009
Representative Director and Chairman, the Company
April 2010
Representative Director and President, the Company
April 2016
Representative Director and Chairman, the Company (present)
Reasons for nomination as a candidate for Director:
Mr. Yoshichika Hemmi is the founder of the Company, and as a Representative Director of theCompany, he has been leading the management of the Company for many years andcontributing to the enhancement of its corporate value. Currently, as Representative Director andChairman, he oversees the Company and the Group, and based on his extensive experience andachievements, he directs the development of management policies and strategies and exercises
strong leadership in the execution of management plans that embody these policies andstrategies. Because he is an individual who is necessary for the enhancement of the corporate
value of the Company, we propose that he continue to be elected as a Director.
Career summary, positions and responsibilities at the Company
April 1988
Joined Toshiba Engineering Corporation
April 1991
Joined PRIME Co., Ltd.
May 1995
Joined the Company
January 2001
Director, General Manager of Engineering Division, the Company
November 2002 Director, General Manager of Business Promotion Group and Sales Division,
the Company
November 2003 Director, Executive Vice President, the Company
December 2004 Representative Director, Executive Vice President, the Company
June 2007
Director, Catena Corporation
January 2009
Representative Director and President, the Company
April 2010
Representative Director, Executive Vice President overseeing management
and in charge of Air Cloud Promotion Group and Osaka Branch, the Company
July 2010
Representative Director, Executive Vice President overseeing management
and in charge of Osaka Branch, IT Service Business Group and Solution Sales
Group, the Company
April 2011
Representative Director, Executive Vice President overseeing management
and in charge of IT Management Business Group and Solution Sales Group,
the Company
April 2013
Representative Director, Executive Vice President overseeing management
and in charge of IT Management Business Group, Solution Sales Group, andFinance and Infrastructure System Group, the Company
October 2014
Representative Director, Executive Vice President overseeing management
and in charge of Framework Design Group, IT Management Business Groupand Solution Sales Group, the Company
June 2015
Representative Director, Executive Vice President overseeing management,
the Company
April 2016
Representative Director and President, the Company (present)
Reasons for nomination as a candidate for Director:
After engaging in the system development business for many years since he joined theCompany, Mr. Kenji Miura has been leading the four main businesses that are now the main
pillars of the Company’s business as Executive Vice President. Since April 2016, he has been
overseeing business execution as the Representative Director and President and has built a
successful track record by steadily working on various management issues that contribute to thepromotion of the medium-term management plan and the enhancement of the corporate value.
Because he is an individual who is necessary for the enhancement of the corporate value of theCompany, we propose that he continue to be elected as a Director.

No. 3

Makoto Taguchi
Reelection
Birth date:
January 14, 1972
Number of the Company’s shares owned:
36,100 shares
Number of years as a Director:
7 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

No. 4

Hiroyuki Fujii
Reelection
Birth date:
April 25, 1969
Number of the Company’s shares owned:
20,500 shares
Number of years as a Director:
5 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 1992
Joined Catena Corporation
April 2002
Manager, Shinjuku Office, First Sales Division, Sales Group, Catena
Corporation
April 2004
General Manager, First Sales Division, System Products Business Group,
Catena Corporation
April 2008
Assistant General Manager, System Products Business Group and General
Manager, First East Japan Sales Division, Catena Corporation
April 2009
Assistant General Manager, Solutions Sales Group and General Manager, First
Sales Division, Catena Corporation
April 2010
General Manager overseeing sales in Solution Sales Group and General
Manager of First Sales Division, the Company
August 2010
General Manager of Solution Sales Group, the Company
April 2013
Corporate Officer, General Manager of Solution Sales Group, the Company
June 2015
Senior Corporate Officer, General Manager of Solution Sales Group, theCompany
June 2016
Director and Senior Corporate Officer, General Manager of Solution Sales
Group, the Company
April 2021
Director and Senior Corporate Officer, General Manager of Business Solution
Group, the Company
July 2021
Director, General Manager of Business Solution Group, the Company(present)
Reasons for nomination as a candidate for Director:
Mr. Makoto Taguchi has engaged in sales of IT equipment and others since joining theCompany and overseen the Solution Sales Division since 2010 as the General Manager and has
extensive experience and a successful track record. Since June 2016, he has served as a Director
and contributed significantly to the expansion of business. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.
Career summary, positions and responsibilities at the Company
April 1991
Joined Catena Corporation
July 2001
Manager of Tachikawa Office, System Equipment Sales Division, Catena
Corporation
January 2003
General Manager of Human Wear Business Division, Catena Corporation
October 2006
General Manager of OAPC Business Division, Catena Corporation
April 2008
General Manager of IT Management Business Division, Catena Corporation
April 2010
General Manager of IT Management Business Division, the Company
April 2015
Corporate Officer, General Manager of IT Management Business Group, theCompany
June 2015
Senior Corporate Officer, General Manager of IT Management BusinessGroup, the Company
February 2018
Representative Director, Senior Managing Director, ProVision Inc. (present)
June 2018
Director and Senior Corporate Officer, General Manager of IT Management
Business Group, the Company
July 2021
Director, General Manager of IT Management Business Group, the Company(present)(Important concurrent positions)Representative Director, Senior Managing Director, ProVision Inc.
Reasons for nomination as a candidate for Director:
Mr. Hiroyuki Fujii has engaged mainly in the IT service business since joining the Company
and has overseen the IT Service Division since 2015 as the General Manager. He has extensive
experience and a successful track record. Since June 2018, he has served as a Director andcontributed significantly to the expansion of business. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.

No. 5

Shingo Hemmi
Reelection
Birth date:
May 26, 1980
Number of the Company’s shares owned:
12,100 shares
Number of years as a Director:
2 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

No. 6

Hiroshi Kotani
Reelection
Birth date:
December 27, 1968
Number of the Company’s shares owned:
66,500 shares
Number of years as a Director:
2 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 2003
Joined P.R.O Co., Ltd.
April 2012
Joined the Company
April 2013
General Manager of Cloud Business Division, the Company
June 2015
Corporate Officer, General Manager of Product Innovation Business Division,
SHINKITAI Group, the Company
April 2017
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager overseeing sales in Solution Design Group, the Company
October 2017
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager of Solution Design Group, the Company
June 2018
Director and Senior Corporate Officer, General Manager of SHINKITAIGroup and General Manager of Solution Design Group, the Company
June 2020
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager of Solution Design Group, the Company
June 2021
Senior Corporate Officer, General Manager of DX Design Group and Solution
Design Group, the Company
July 2021
Director, General Manager of DX Design Group and General Manager of
Solution Design Group, the Company
April 2022
Director, General Manager of DX Design Group, General Manager of Solution
Design Group and in charge of Administrative Group, the Company
October 2022
Director, General Manager of DX Design Group, General Manager of Solution
Design Group and General Manager of Brand Experience Group, the Company(present)
Reasons for nomination as a candidate for Director:
Mr. Shingo Hemmi oversees the solution design business, the core business of the Company, as
the General Manager of the Solution Design Group, and concurrently serves as the General
Manager of the DX Design Group. He has a successful track record in developing new products
and promoting sales to increase revenue in the existing businesses in Japan and create new
demand and contributes significantly to the expansion of business. Because he is an individual
who is necessary for the enhancement of the corporate value of the Company, we propose hiselection as a Director.
Career summary, positions and responsibilities at the Company
July 1992
Joined Matsushita Toshio Tax Accountant Office
June 1996
Joined Koyo Automobile Sales Co., Ltd.
March 1997
Joined ABLE Real Estate Inc. (currently ABLE Inc.)
September 2001 Joined the Company
September 2005 General Manager of Finance & Accounting Division, the Company
April 2015
Corporate Officer, General Manager of Finance & Accounting Division, theCompany
June 2015
Senior Corporate Officer, General Manager of Finance & Accounting Group,
the Company
June 2021
Director and Senior Corporate Officer, General Manager of Finance &Accounting Group, the Company
July 2021
Director, General Manager of Finance & Accounting Group, the Company(present)
Reasons for nomination as a candidate for Director:
Mr. Hiroshi Kotani has engaged in finance and accounting operations since joining theCompany and overseen the Finance & Accounting Group since 2015 as the General Manager.
Because he has extensive experience and a successful track record in finance and accounting andis an individual who is necessary for the enhancement of the corporate value of the Company,
we propose his election as a Director.

No. 7

Yukio Suzuki
Reelection
OutsideIndependent
Birth date:June 3, 1950
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
11 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

No. 8

Koichi Ogawa
Reelection
OutsideIndependent
Birth date:
December 2, 1951
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
10 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 1975
Joined Nomura Research Institute, Ltd.
June 1996
Director, General Manager of Corporate Research Department, Nomura
Research Institute, Ltd.
June 1997
Director of Financial & Economic Research Center, Nomura Securities Co.,Ltd.
June 1999
Senior Managing Director, General Manager of Research Department,
Nomura Asset Management Co., Ltd.
June 2000
Senior Corporate Managing Director, General Manager of Research
Department, Nomura Asset Management Co., Ltd.
June 2005
Director, Nomura Holdings, Inc. (Director specially assigned to audit)
April 2007
Chairman, the Securities Analysts Association of Japan
July 2010
Established Belle Investment Research of Japan Inc., Representative Director(present)
June 2012
Outside Director, the Company (present)
May 2015
Outside Director, Ichigo Group Holdings Co., Ltd. (currently Ichigo Inc.)(present)
March 2018
Outside Audit & Supervisory Board Member, WILLs Inc.
June 2018
Outside Audit & Supervisory Board Member, XNET Corporation
June 2021
Outside Director, XNET Corporation [Audit & Supervisory Board Member](present)
March 2023
Outside Director, WILLs Inc. (present)(Important concurrent positions)Representative Director, Belle Investment Research of Japan Inc.
Outside Director, Ichigo Inc.
Outside Director, XNET Corporation [Audit & Supervisory Board Member]
Outside Director, WILLs Inc.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Yukio Suzuki has extensive experience and broad insight as a corporate manager cultivatedover many years at a securities company and in other roles, in addition to expert financial andeconomic knowledge as a securities analyst. The Company receives accurate advice from him to
mainly ensure the appropriateness and reasonableness of decisions made by the Board of
Directors. We expect that the Company will continue to receive appropriate advice on the
Company’s management from an independent standpoint and that he will contribute to theenhancement of its corporate value. Thus, we propose that he continue to be elected as an
Outside Director.
Career summary, positions and responsibilities at the Company
April 1975
Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.)May 1997
Manager of Roppongi Branch, The Fuji Bank, Ltd.
May 1999
Manager of Okayama Branch, The Fuji Bank, Ltd.
June 2001
Manager of Yokohama-Ekimae Branch, The Fuji Bank, Ltd.
April 2002
Manager of Yokohama-Ekimae Branch, Mizuho Bank, Ltd.
July 2004
Chief Auditor, Business Audit Department, Mizuho Bank, Ltd.
May 2006
Senior Corporate Officer, Mizuho Staff Co., Ltd.
September 2007 Managing Director, Mizuho Staff Co., Ltd.
June 2012
Outside Audit & Supervisory Board Member, KEYENCE CORPORATION
June 2012
Outside Auditor, JK Holdings Co., Ltd.
June 2013
Outside Director, the Company (present)
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Koichi Ogawa has extensive experience and broad insight cultivated for many years at
financial institutions, and we receive useful advice from him mainly from the perspective ofinternal control and compliance. We expect that the Company will continue to receive
appropriate advice on the Company’s management from an independent standpoint and that hewill contribute to the enhancement of its corporate value. Thus, we propose that he continue tobe elected as an Outside Director.

No. 9Mari Ito
Reelection
OutsideIndependent
Birth date:November 23, 1976
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
2 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
October 2001
Registered as an attorney-at-law
Joined Anderson Mori & Tomotsune (currently Anderson Mori & Tomotsune
LLP)
January 2008
Worked for Finnegan, Henderson, Farabow, Garrett & Dunner in the UnitedStatesMarch 2008
Registered as an attorney-at-law in the United States (New York State)
January 2011
Partner, Anderson Mori & Tomotsune (currently Anderson Mori & Tomotsune
LLP) (present)
June 2021
Outside Director, the Company (present)(Important concurrent positions)
Partner and attorney-at-law, Anderson Mori & Tomotsune LLP
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
As an attorney-at-law, Ms. Mari Ito has expertise in corporate legal affairs in Japan andoverseas. Although Ms. Ito has never been involved in company management except as an
Outside Officer, she is expected to provide appropriate advice on the Company’s managementfrom an independent standpoint, using her extensive experience and insight accumulated overmany years, and will thereby contribute to enhancing the transparency and soundness of theCompany’s management. We have therefore decided that she is qualified to be an Outside
Director and propose her continued election as an Outside Director.

Notes: 1. Mr. Hiroyuki Fujii, a candidate for Director, concurrently serves as the Representative Director and Senior Managing
Director of ProVision Inc., and the Company has a business relationship of outsourcing with ProVision Inc.
2. There are no special interests between the Company and other candidates for Directors.
3. Mr. Yukio Suzuki, Mr. Koichi Ogawa and Ms. Mari Ito are candidates for Outside Directors.
4. An overview of the content of an agreement limiting liability with Outside Directors is as follows.
The Company stipulates in its Articles of Incorporation that the Company may enter into agreements with Outside Directors
to limit their liability for damages to the Company to a certain extent so that the Company will be able to recruit talented
personnel as Outside Directors. With this, the Company has entered into an agreement limiting liability with the following
content with Mr. Yukio Suzuki, Mr. Koichi Ogawa and Ms. Mari Ito as candidates for Outside Directors. If Mr. Yukio
Suzuki, Mr. Koichi Ogawa and Ms. Mari Ito are reelected as proposed, the Company intends to continue the agreement.
- In cases where Outside Directors are liable for damages to the Company due to negligence of their duties, they shall be
liable up to the minimum liability amount provided for in Article 425, Paragraph 1 of the Companies Act.
- The above limitation of liability shall be accepted only when the Outside Director has performed his or her duties, whichcaused the liability, in good faith and without gross negligence.
5. The Company has decided to enter into a directors and officers liability insurance agreement under Article 430-3, Paragraph
1 of the Companies Act with an insurance company, so that an insurance company’s insurance will cover the damages andcourt costs, etc. that the insured is required to pay resulting from a claim for damages due to an act (including inaction) the
insured performed based on his or her position as a Director, etc. of the Company. However, there are certain exemptions in
the agreement. For example, damages will not be covered if the damage is caused by an act the insured performed while
recognizing that it will violate laws and regulations. The candidates will be included in the insured under this insurance
policy. The Company also intends to renew the policy with the same content at next renewal.
6. The Company has filed a report with the Tokyo Stock Exchange naming Mr. Yukio Suzuki, Mr. Koichi Ogawa and Ms.
Mari Ito as independent Directors pursuant to the regulations of the Tokyo Stock Exchange. If they are reelected as proposed,
the Company intends to continue to make them independent Directors.

Proposal No. 2: Election of Three (3) Audit & Supervisory Board Members
The terms of office of three (3) (Mr. Toru Hishida, Mr. Hiroshi Adagawa and Mr. Nobushige Tokuono) out of the four (4) Audit &Supervisory Board Members will expire at the conclusion of this year’s Ordinary General Meeting of Shareholders. In that regard, theCompany proposes the election of three (3) Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained in regard to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name

Positions in the Company

Candidate attribute1

Hiroshi Adagawa

Audit & Supervisory Board Member

Reelection Outside Independent

2

Nobushige Tokuono Audit & Supervisory Board Member

Reelection Outside Independent3

Toshiji Arita

New Appointment Outside Independent

Reelection: Candidates for Audit & Supervisory Board Members to be reappointed
New Appointment: Candidates for Audit & Supervisory Board Members to be newly appointed
Outside: Candidates for Outside Audit & Supervisory Board Members
Independent: Independent Audit & Supervisory Board Members as defined by the Tokyo Stock Exchange

No. 1Hiroshi Adagawa
Reelection
OutsideIndependent
Birth date:July 12, 1954
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
4 years
Attendance at meetings of the Board of
Directors:
13/13 meetings
Attendance at Audit & Supervisory Board
meetings:
12/12 meetings

No. 2

Nobushige Tokuono
Reelection
OutsideIndependent
Birth date:
March 9, 1954
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
3 years
Attendance at meetings of the Board of
Directors:
12/13 meetings
Attendance at Audit & Supervisory Board
meetings:
11/12 meetings

Career summary and positions at the Company (Significant concurrent positions)
April 1978
Joined Government Asset Division 2, Financial Bureau, Ministry of Finance
April 1986
Securities Inspector, Inspection Division of Securities Bureau, Ministry of
Finance
July 1989
Securities Inspector, Securities Inspection Division, Financial Department,
Kinki Local Finance Bureau
July 1993
Securities Auditor, Corporate Finance Division, Securities Bureau, Ministryof FinanceJuly 2001
General Manager, Financial Division 2, Financial Department, Kanto Local
Finance Bureau
July 2003
Coordinator of Information Processing, General Coordination and Inspection
Division, Securities and Exchange Surveillance Commission
July 2008
General Manager, Saga Local Finance Office, Fukuoka Local FinanceBranch Bureau
July 2009
General Manager, Planning Department, Financial Accounting Standards
Foundation
September 2013 Officer, Japan Investment Advisers Association
June 2019
Outside Audit & Supervisory Board Member (present)
Reasons for nomination of the candidate for Outside Audit & Supervisory Board Member
The Company proposes that Mr. Hiroshi Adagawa be elected as Outside Audit & Supervisory
Board Member because he has a high level of finance and accounting expertise gained largely as
an inspector at a government agency and the Company judged that he could properly audit theCompany’s management. Whilst Mr. Adagawa has never been involved in company
management except as an Outside Officer, the Company judged, based on comprehensive
consideration of factors such as his track record as an Outside Audit & Supervisory Board
Member at the Company and his many years of practical experience in corporate finance, that heis capable of properly executing the duties required of an Outside Audit & Supervisory Board
Member. His term of office as an Outside Audit & Supervisory Board Member in the Company
will be 4 years at the conclusion of the 41st Ordinary General Meeting of Shareholders.
Career summary and positions at the Company (Significant concurrent positions)
April 1976
Joined General Affairs Division, General Affairs Department, Tokyo Regional
Taxation Bureau
July 1993
Chief Investigator, Investigation Unit 15, Investigation Division 2, Tokyo
Regional Taxation Bureau
July 1995
Special Officer for HR, HR Division 1, General Affairs Department, Tokyo
Regional Taxation Bureau
July 2008
General Manager, HR Division 2, General Affairs Department, Tokyo
Regional Taxation Bureau
July 2011
General Manager, General Affairs Division, General Affairs Department,
Tokyo Regional Taxation Bureau
July 2012
District Director, Tokyo Ueno Tax Office
July 2013
General Manager, Investigation Department 4, Tokyo Regional Taxation
BureauAugust 2014
Established Tokuono Nobushige Tax Accountant Office (present)
August 2015
Outside Audit & Supervisory Board Member, Dynam Co., Ltd. (present)
June 2017
Outside Audit & Supervisory Board Member, BML, INC. (present)
May 2018
Outside Audit & Supervisory Board Member, Totenko Co., Ltd. (present)
June 2020
Outside Audit & Supervisory Board Member (present)(Important concurrent positions)
General Manager and Tax Accountant, Tokuono Nobushige Tax Accountant OfficeOutside Audit & Supervisory Board Member, Dynam Co., Ltd.
Outside Audit & Supervisory Board Member, BML, INC.
Outside Audit & Supervisory Board Member, Totenko Co., Ltd.
Reasons for nomination of the candidate for Outside Audit & Supervisory Board Member
The Company proposes that Mr. Nobushige Tokuono be elected as Outside Audit &Supervisory Board Member because he has specialist knowledge and extensive experience
gained as a National Tax Agency tax inspector and tax accountant and the Company judged thathe could properly audit the Company’s management as an expert in tax and accounting. Whilst
Mr. Tokuono has never been involved in company management except as an Outside Officer,
the Company judged, based on comprehensive consideration of factors such as his track record
as an Outside Audit & Supervisory Board Member at the Company and his many years ofpractical experience in corporate tax affairs, that he is capable of properly executing the duties
required of an Outside Audit & Supervisory Board Member. His term of office as an Outside
Audit & Supervisory Board Member in the Company will be 3 years at the conclusion of the
41st Ordinary General Meeting of Shareholders.

No. 3

Toshiji Arita
New Appointment
OutsideIndependent
Birth date:
March 17, 1961
Number of the Company’s shares owned:
0 shares
Number of years as a Director:‒ years
Attendance at meetings of the Board of
Directors:‒/‒ meetings

Career summary and positions at the Company (Significant concurrent positions)
April 1985
Joined General Affairs Department of Kanto Local Finance Bureau
July 1993
Research Planning Division, Minister’s Secretariat, Ministry of FinanceJuly 1997
Investment Management Office, Securities Operations Division, Securities
Bureau, Ministry of FinanceJuly 1998
Finance and Securities Inspector, Inspection Department, Financial
Supervisory Agency
July 2005
Assistant General Manager of Planning and Disclosure Division, Planning andManagement Bureau, Financial Services Agency
July 2009
Chief Inspector, Certified Public Accountants and Auditing Oversight Board
July 2015
General Manager, Finance Division 2, Finance Department, Kanto Local
Finance Bureau
July 2017
Chief Securities Inspector, Kanto Local Finance Bureau
Reasons for nomination of the candidate for Outside Audit & Supervisory Board Member
The Company proposes that Mr. Toshiji Arita be elected as Outside Audit & Supervisory Board
Member because he has specialist knowledge of finance and accounting gained mainly as aninspector at government institutions and the Company judged that he could properly audit theCompany’s management. Whilst Mr. Arita has never been involved in company management,
the Company judged for the reasons outlined above that he is capable of properly executing theduties required of an Outside Audit & Supervisory Board Member.

Notes: 1. Mr. Toshiji Arita is a candidate for new Outside Audit & Supervisory Board Member.
2. There are no special interests between the Company and the candidates.
3. Mr. Hiroshi Adagawa, Mr. Nobushige Tokuono and Mr. Toshiji Arita are all candidates for Outside Audit & Supervisory
Board Member.
4. An overview of the content of an agreement limiting liability with Outside Audit & Supervisory Board Members is asfollows.
The Company stipulates in its Articles of Incorporation that the Company may enter into agreements with Audit &Supervisory Board Members to limit their liability for damages to the Company to a certain extent so that the Company will
be able to recruit talented personnel as Outside Audit & Supervisory Board Members. With this, the Company has enteredinto an agreement limiting liability with the following content with Mr. Hiroshi Adagawa and Mr. Nobushige Tokuono ascandidates for Outside Audit & Supervisory Board Members.
- In cases where Outside Audit & Supervisory Board Members are liable for damages to the Company due to negligenceof their duties, they shall be liable up to the minimum liability amount provided for in Article 425, Paragraph 1 of theCompanies Act.
- The above limitation of liability shall be accepted only when the Outside Audit & Supervisory Board Member has
performed his or her duties, which caused the liability, in good faith and without gross negligence.
If Mr. Yoshihiro Nakamura and Mr. Nobushige Tokuono are reelected as proposed, the Company intends to continue theagreement with them. In addition, if Mr. Toshiji Arita is elected as proposed, the Company intends to conclude with him asimilar agreement limiting liability.
5. The Company has decided to enter into a directors and officers liability insurance agreement under Article 430-3, Paragraph
1 of the Companies Act with an insurance company, so that an insurance company’s insurance will cover the damages andcourt costs, etc. that the insured is required to pay resulting from a claim for damages due to an act (including inaction) the
insured performed based on his or her position as a Director, etc. of the Company. However, there are certain exemptions in
the agreement. For example, damages will not be covered if the damage is caused by an act the insured performed while
recognizing that it will violate laws and regulations. The candidates will be included in the insured under this insurance
policy. The Company also intends to renew the policy with the same content at next renewal.
6. The Company has filed a report with the Tokyo Stock Exchange naming Mr. Hiroshi Adagawa and Mr. Nobushige Tokuono
as independent Audit & Supervisory Board Members pursuant to the regulations of the Tokyo Stock Exchange. If they are
reelected as proposed, the Company intends to continue to make them independent Audit & Supervisory Board Members.
In addition, Mr. Toshiji Arita has met the requirements for an independent Director pursuant to the regulations of the Tokyo
Stock Exchange, and if he is elected as proposed, we intend to file a report with the Tokyo Stock Exchange naming him as
an independent Director.

No.

Name

Position and area they Corporate Technologies
are in charge ofmanagement
and R&D

Sales andmarketing

IT and digital
ESG andtechnology sustainability

Personnel
affairs, labor, Legal affairs
and humanand risk
resource
management
development

1

Representative
Yoshichika
Director and Chairman
Hemmi
Overall management

●

●

●

●

●

●

●

2

Kenji
Miura

Representative
Director and President
Overall management

●

●

●

●

●

●

●

3

MakotoTaguchi

Director
General Manager ofthe Business Solution
Group

●

●

●

●

4

Hiroyuki
Fujii

Director
General Manager of
the IT Management
Business Group

●

●

●

●

5

ShingoHemmi

Director
General Manager of
DX Design Group,
General Manager of
Solution Design Groupand in charge of
Administrative Group

●

●

●

●

6

Hiroshi
Kotani

Director
General Manager ofFinance & Accounting
Group

●

7

Yukio
Suzuki

Outside Director●

8

Koichi
Ogawa

Outside Director●

9 Mari Ito

Outside Director●

Full-time Outside
Audit & Supervisory
Board Member*

●

●

●
●

●
●

Finance,accounting,and tax
affairs

●

●

●

●

●

●

●

10

Toshiji
Arita

11

Outside Audit &Yoshihiro
Supervisory Board
Nakamura
Member12

Hiroshi
Adagawa

Outside Audit &Supervisory Board
Member●13

Outside Audit &Nobushige
Supervisory Board
TokuonoMember●●●Skills matrix
Note: The above skills matrix does not show all of the knowledge and experience of the Directors and Audit & Supervisory Board
Members.
* If Mr. Toshiji Arita is elected as planned, he will be elected as Full-time Outside Audit & Supervisory Board Member at a meetingof the Audit & Supervisory Board held after the General Meeting of Shareholders.