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

September 7, 2022
To our shareholders
Masao Ito
President CEO
User Local, Inc.
2-11-1 Osaki, Shinagawa-ku,
Tokyo, Japan

Notice of Convocation Annual General Meeting 2022
You are hereby notified that the 17th Ordinary General Meeting of the Shareholders of User Local,
Inc. (“the Company”) will be held as indicated below.
This General Meeting of the Shareholders will be one convened without specified location (a so-called virtualonly the Shareholders’ meeting), based on the Supplementary Provisions of the Act for Partially Amending theIndustrial Competitiveness Enhancement Act and Other Related Acts (Act No. 70 of 2021). In addition, if you will
not attend the meeting on the meeting date, or even if you will attend the meeting on the meeting date, you may
exercise your voting rights in advance via the Internet or in writing in preparation. We kindly request that youreview the attached Reference Documents for General Meeting of the Shareholders, and exercise your votingrights no later than 18:30 on Wednesday, September 21, 2022.
1.

Date and Time:

September 22, 2022 (Thursday) 10:00 a.m. (Japan Time)(The website will be accessible from 9:45 a.m.)
In the event that this General Meeting of the Shareholders cannot be heldon the above date and time due to communication problems or otherreasons, the meeting will be postponed to Monday, September 26, 2022, at
10:00 a.m.

2.

Method of Convening the Meeting:
The General Meeting of the Shareholders without specified location(a so-called virtual only the Shareholders’ meeting).
Please attend the Meeting through our designated website.
*There is no specified venue as it will be held completely online.

3. Purpose of the Meeting
Matters to be reported:
The Business Report and the Financial Statements for the 17th fiscal year (from July1,2021 to June 30, 2022), and the results of audits of the Financial Statements by Accounting
Auditor and Audit & Supervisory Board
Matters to be resolved:
Proposal1: Appropriation of the Surplus
Proposal2: Partial Amendments to the Articles of Incorporation
Proposal3: Election of Five Directors(Excluding Directors who are Audit & Supervisory Board Members)

1

4. Participation in the virtual only the Shareholders’ meeting
The General Meeting of Shareholders will be held via the Internet as the method of communication.
(1) Date and Time: September 22, 2022 (Thursday) 10:00 a.m. (Japan Time)(The website will be accessible from 9:45 a.m.)(2) The Website for the virtual only the shareholder’s meeting
URL：https://web.sharely.app/login/userlocal-10

・Please access the website or read the QR Code above.
・Please log in by entering the "Shareholder Number", "Zip Code" and "Number of Shares Held" asindicated on the voting form.
5. Decision Matters Upon Convening(1) The method of communication used to send and receive information in the proceedings of the General
Meeting of The Shareholders shall be via the Internet.
(2) If the Shareholders who have exercised their voting rights in advance via the Internet or by postal mail attend
the General Meeting of The Shareholders and exercise their voting rights more than once, the vote placed at
the General Meeting of The Shareholders shall be treated as valid. If voting rights are not exercised at theGeneral Meeting of The Shareholders, the vote placed in advance via the Internet or by postal mail shall betreated as valid.
(3) If the Shareholders exercise your voting rights both by the Internet and postal mail, ONLY thevote placed via the Internet shall be treated as valid.
[Exercising voting rights via the Internet]
Please access the website (https://soukai.mizuho-tb.co.jp/) for exercising voting rights from your personal
computer, smartphone, or mobile phone, using the Voting Code provided on the enclosed voting form. Then, enter
your approval or disapproval of each proposal following the online instructions, upon having examined either theattached Reference Documents for General Meeting of The Shareholders or the Reference Documents for General
Meeting of The Shareholders posted to the website for exercising voting rights no later than 18:30 on Wednesday,
September 21, 2022.
[Exercising voting rights by postal mail]Please review the attached Reference Documents for General Meeting of The Shareholders and indicate yourapproval or disapproval of each proposal on the enclosed voting form, and return it to us so that it arrives by nolater than 18:30 on Wednesday, September 21, 2022.
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Notes:- In the event that any revision is made to the Reference Documents for the General Meeting of
The Shareholders, the Business Report, or the Financial Statements, the revised matters ofthese documents will be posted on the Company’s website mentioned below.
- Upon conclusion of this General Meeting of The Shareholders, results of resolutions thereof
shall be posted to our website (*), in lieu of sending written notice of resolutions.
-*The Company’s website: https://www.userlocal.jp/ir/2

Reference Documents for the General Meeting of the Shareholders
Proposal1: Appropriation of the Surplus
The Company regards the continuous return of profits to its the Shareholders as a highly
important management issue, and our basic policy is to stably implement dividends inconsideration of future business expansion, investments in facilities, while maintaining a balancewith internal reserves.
With regard to the appropriation of the surplus, having taken into account the performance for thefiscal year under review and future business expansion, the Company proposes the following:
Year-end dividends(1) Type of dividends: Cash
(2) Dividend allocation and their aggregate amount thereof
Dividend per common share of the Company: ¥3
Total dividends: ¥47,996,697(3) Effective date of dividends of surplus: September 27, 2022

Proposal2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments:
The Company’s Articles of Incorporation will be amended as follows in preparation for theintroduction of a system to provide the reference materials, etc., for the general meeting of theshareholders (hereinafter “Shareholder Meeting Materials”) in electronic format pursuant tothe enforcement, scheduled on September 1, 2022, of the amended provisions stipulated in theproviso to Article 1 of the Supplementary Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019).
(1) The proposed amendment Article 15 (1) is newly established in response to the requirement
to stipulate in the Articles of Incorporation that information on the content of theShareholder Meeting Materials shall be provided in electronic format.
(2) The proposed amendment Article 15 (2) stipulates the Company’s response to theshareholders who wish to receive the Shareholder Meeting Materials as printed materials,
after the introduction of the system for providing Shareholder Meeting Materials inelectronic format. The proposal is to establish a provision to continue the method ofelectronic provision of some of the Shareholder Meeting Materials that have been previously
permitted to be provided electronically, to the extent permitted by law, to shareholders who
have made a request to have a printed copy of the materials.
(3) The provision on the Internet disclosure of materials deemed to be submitted for a general
meeting of the shareholders (Article 15 of the current Articles of Incorporation) will become
unnecessary as a result of the new establishment of the proposed amendment Article 15 andtherefore will be deleted.
(4) Supplementary provisions will be established which specify the date from which theaforementioned additions and deletions to the Articles of Incorporation will take effect.

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2. Details of the amendments:
The details of the amendments are as follows (underlined text indicates amendments.):
Current Articles of Incorporation

Proposed Amendment

Articles 15. (Internet disclosure of referencematerials deemed to be submitted for a general
meeting of the shareholders)
When information on matters to be noted ordisclosed by the Company upon the convocationof a general meeting of the shareholders, such as
reference materials for the general meeting of
the shareholders, business reports andnonconsolidated and consolidated financial
statements (including the accounting auditor’sreport or the audit report), is disclosed over theInternet in accordance with the method
stipulated by the Ministry of Justice ordinance,
the said information will be deemed to have been
provided to shareholders.

(Deleted)(Measures for Providing Information inElectronic Format, Etc.)
Articles 15.
1. When the Company convenes a general
meeting of the shareholders, the Company
shall electronically provide information of
the reference materials for the general
meeting of the shareholders and others.
2. Among the matters provided electronically,
the Company may partially or fully omit
matters designated by the Ordinance of theMinistry of Justice in the documents
delivered to shareholders who haverequested a printed copy of the referencematerials prior to the record date for votingrights.

(Newly established)(Newly established)(Newly established)

Supplementary provision
1. The Article 15 of Incorporation before
amendment (Internet disclosure of referencematerials deemed to be submitted for ageneral meeting of the shareholders) shallremain in effect for a general meeting of theshareholders held within six months of
September 1, 2022.
2. These supplementary provisions shall bedeleted on the date when six months haveelapsed from the Effective Date or threemonths have elapsed from the date of thegeneral meeting of the shareholders in thepreceding paragraph, whichever comes later.

4Proposal3: Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Board)
The term of office of each of the five (5) current Directors is due to expire at the close of this general meeting of
the shareholders. It is proposed that the following five (5) Directors, including two (2) Outside Directors, beelected at this meeting.
The candidates for Director are as follows:
Candidate
Name
Career summary, and position and responsibility inNo.
(Date of Birth)
the Company
1

Masao ItoApr 1997 Joined Nikkei Business Publications, Inc.
(December 18, 1973) Apr 2000 Joined Rakuten Group, Inc.
Apr 2002 Chairman of Minnano Syusyoku, Inc.
(Reappointment)
Sep 2005 Established User Local, Inc.
Aug 2007 President and Representative Director, UserLocal, Inc. (to present)

7,547,800

2Kazuyuki Watanabe Apr 2006 Joined Rakuten Group, Inc.
(July 1, 1982)
Dec 2008 Joined User Local, Inc.
Oct 2010 General Manager, Corporate Sales, User
(Reappointment)
Local, Inc.
Sep 2014 Director of User Local, Inc. (to present)

713,000

3

Daisuke Iwamoto(August 4, 1982)

Apr 2006 Joined Rakuten Group, Inc.
Apr 2014 Joined METAWATER Co., Ltd.
Oct 2015 Joined User Local, Inc.
as General Manager, Administration Dep
Jan 2016 Director, User Local, Inc. (to present)

100,0004

Ryota Matsuzaki
Apr 1991 Joined Industrial Bank of Japan(November 14, 1968)(currently Mizuho Corporate Bank)
Feb 2000 Joined Rakuten Group, Inc.
(Reappointment)
Feb 2011 Established and President andRepresentative Director, Thirdgear, Inc.
(to present)
Nov 2011 Director, Crowdworks, Inc.
Feb 2013 Established and President andRepresentative Director, Kibidango, Inc.
(to present)
Jan 2016 Outside Director, Synchro Food, Inc.
(to present)
Sep 2019 Outside Director, User Local, Inc.
(to present)

1,0005

Taku Ito(October 24, 1974)

1,000(Reappointment)(Reappointment)

1.
2.
3.
4.

5.

6.

7.

Number of theCompany’sshares owned

Apr 2000 Registered as an attorney at law andJoined Midosuji Law Office (to present)
Apr 2016 Outside Director, People Co.,Ltd. (to present)
June 2016 Outside Director, CDG Co.,Ltd.
Sep 2020 Outside Director, User Local, Inc.
(to present)

There is no special interest between any of the candidates and the Company.
Masao Ito is parent company,etc. as defined in Article 2-4-2 of the Companies Act.
Ryota Matsuzaki and Taku Ito are as candidates for Outside Director.
The Company has nominated Ryota Matsuzaki as a candidate for Outside Director because it expects that hewill supervise its management and provide advice on general management from perspectives outside basedon his rich global experience and deep insights in IT industry and financial industry.
The Company has nominated Taku Ito as a candidate for Outside Director because it expects that he isexpected to provide advice based on legal knowledge of corporate management in general due to having
expert knowledge and experience as a lawyer.
Ryota Matsuzaki and Taku Ito are currently Outside Directors. At the end of this General Meeting of theShareholders, Ryota Matsuzaki will have a three-year tenure as an outside director and Taku Ito will have atwo-year tenure as an outside director.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
an agreement with Ryota Matsuzaki and Taku Ito to limit the liability for damages under Article 423,
paragraph (1). The maximum amount of liability for damages under these agreements is the minimum5liability for damages under Article 425, paragraph (1) of the Companies Act. If the reelection of Ryota
Matsuzaki and Taku Ito is approved, the Company plans to continue these agreement
Pursuant to the provisions of Article 430-3, Paragraph 1 of the Companies Act, the Company has entered intoa directors and officers liability insurance contract that includes them as the insured with an insurancecompany. The insurance contract covers legal damages and litigation expenses to be borne by the insured. Inaddition, if the five candidates are re-elected or elected and assume the positions of Director, each Director
will be included in the insurance contract as an insured. The Company intends to renew the contract under
the same conditions at the next renewal.
The Company has submitted notification to the Tokyo Stock Exchange that Ryota Matsuzaki and Taku Itohave been designated as independent officers as provided for by the aforementioned exchange.

8.

9.

Reference
The skill matrix of the candidates for Directors are provided below.

No.

Name

R&D

Marketing
Branding〇〇〇〇〇

1MasaoIto〇

2Kazuyuki
Watanabe〇3Daisuke
Iwamoto〇4Ryota
OutsideMatsuzaki Director〇

5Taku
ItoFinance&Accounting

Corporate
Management〇〇

OutsideDirectorHR〇〇〇〇

LegalESG
Governance Sustainability〇〇〇〇

6〇〇