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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Security Code 9739)
June 7, 2018
To Shareholders:
Shoji Tada
President and Representative Director
NIPPON SYSTEMWARE CO., LTD.
31-11, Sakuragaoka-cho, Shibuya-ku, TokyoNOTICE OFTHE 52nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 52nd Annual General Meeting of Shareholders (the “Meeting”) ofNIPPON SYSTEMWARE CO., LTD. (the “Company”). The meeting will be held for the purposes as
described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights no later than 5:00 p.m. on Tuesday, June 26, 2018, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 27, 2018 at 10:00 a.m. Japan time(reception starts at 9:00 a.m.)
B2F Saffron, IVY HALL located at4-25, Shibuya 4-chome, Shibuya-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements for the Company’s 52nd Fiscal Year (April 1, 2017 March 31, 2018) and results of audits of the Consolidated Financial Statements
by the Accounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:
Election of 4 Directors (excluding Directors who are Audit & Supervisory
Proposal 1:
Committee Members)
Election of 3 Directors who are Audit & Supervisory Committee Members
Proposal 2:
Election of 1 Substitute Director who is Audit & Supervisory Committee
Proposal 3:
Member~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~



When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Please also bring this letter of convocation to the meeting with you to save resources.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (http://www.nsw.co.jp).

-1-Reference Documents for the General Meeting of Shareholders

Proposal 1:

Election of 4 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

The terms of office of all 4 Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of the Meeting. Accordingly, the election of 4 Directors (excludingDirectors who are Audit & Supervisory Committee Members) is proposed.
With respect to the submission of this Proposal, the Audit & Supervisory Committee has judged that eachof the candidates is appropriate for the post of the Company’s Director.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members)
are as follows:[Reference] List of candidates
No.

Name

Current positions

1[Re-election]

Shoji Tada

2[Re-election]

Kimio Kuwabara

3[Re-election]

Susumu Oota

4[Re-election]

Seiichi Koseki

President andRepresentative Director
Executive Vice President
Corporate Officer and Member of theBoard
Senior Executive Corporate Officer
and Member of the Board
Executive Corporate Officer
and Member of the Board-2-

Attendance at theBoard of Directors
meetings
10/10
10/10
10/10
10/10

No.

Name
(Date of birth)

Career summary, positions and responsibilities
September 2002

12

Number ofshares of theCompany held

President and Representative Director, NSW SALES CO., LTD.
(presently, NSW Techno Services Co., Ltd.)
June 2004
Member of the Board, the Company
June 2006
Executive Managing Director
April 2007
Member of the Board
Shoji Tada
April 2008
President and Representative Director(May 14, 1969)
April 2009
Executive Vice President Corporate Officer and Member of the314,520
Board[Re-election]
April 2013
President and Representative Director (to present)
November 2015 President and Representative Director, NSW Techno Services
Co., Ltd.
[Significant concurrent positions]
Senior Executive Managing Director, Nakaya Co., Ltd.
President and Representative Director, Tada Corporation.
[Reason for nomination]
Mr. Shoji Tada has served as Representative Director of the Company’s subsidiaries and the Company’s Representative
Director, demonstrating strong leadership in developing the Group. The Company nominates him as he has accumulated
abundant experience and has extensive knowledge in overall management, and it was judged that his continued direction of
the management would be optimal for the Company.
Joined The Mitsubishi Bank, Ltd. (presently, MUFG Bank, Ltd.)
April 1974
Seconded to the Company
January 2003
Corporate Officer
June 2003
Executive Corporate Officer
June 2004
Kimio Kuwabara
Executive Managing Director
June 2007(August 3, 1950)
Senior Executive Managing Director
6,100April 2008
Senior Executive Corporate Officer and Member of the BoardApril 2009
[Re-election]
Senior Executive Corporate Officer and Representative DirectorApril 2013
Senior Executive Corporate Officer and Member of the BoardJune 2014
Executive Vice President Corporate Officer and Member of theApril 2015
Board (to present)[Reason for nomination]
Mr. Kimio Kuwabara assumed the position of Member of the Board in June 2007 and Executive Vice President Corporate
Officer and Member of the Board in April 2015. He has demonstrated his superior management skills based on his years ofexperience including at his previous occupation as well as his extensive knowledge in taxation and accounting. The
Company nominates him as a candidate for the Company’s Director as it was judged that he would be well qualified forsupervising the overall administrative divisions.

-3-No.

Name(Date of birth)

Career summary, positions and responsibilities
March 1978
April 2004
April 2007

Susumu Oota
(February 27, 1956)[Re-election]
3

April 2008
June 2009
April 2010
April 2015

April 2018

4

Joined Business Computing Center Co., Ltd. (predecessor of theCompany)
Deputy Executive General Manager, Solutions Group
Corporate Officer
Executive General Manager, Embedded Technology Group
Executive Corporate OfficerExecutive Corporate Officer and Member of the Board
Chairman, NSW China Co., Ltd.
Senior Executive Corporate Officer and Member of the Board,
the Company (to present)
Executive General Manager, IT Solutions GroupIn charge of IT Solutions Group and Services Solutions Group(to present)

Number ofshares of theCompany held

2,700

[Reason for nomination]
Mr. Susumu Oota assumed the position of Member of the Board in June 2009, and has extensive experience and a trackrecord in the IT Solutions Group and Services Solutions Group, which engage in the development, construction andoperation of systems for various industry sectors and data center operation. The Company nominates him as a candidate for
the Company’s Director as it was judged that he would be well qualified for supervising these business sectors.
Joined Business Computing Center Co., Ltd. (predecessor of theMarch 1979Company)
Deputy Executive General Manager, Hardware Group
April 2000
Corporate Officer
April 2001
Seiichi Koseki
Deputy Executive General Manager, System Logic Technology
April 2007
Group
(December 14, 1957)
6,200
Corporate Officer
April 2009
Executive Corporate Officer
April 2012
[Re-election]
Executive General Manager, Product Solutions Group
April 2015
Executive Corporate Officer and Member of the Board (toJune 2015present)
In charge of Product Solutions Group (to present)
April 2018
[Reason for nomination]
Mr. Seiichi Koseki assumed the position of Member of the Board in June 2015, and has extensive experience and a trackrecord in the Product Solutions Group, which engages in the development of embedded software and devices. TheCompany nominates him as a candidate for the Company’s Director as it was judged that he would be well qualified forsupervising these business sectors.
(Notes)1.
2.

Mr. Shoji Tada is concurrently serving as Senior Executive Managing Director of Nakaya Co., Ltd., with which theCompany has a transactional relationship including real estate leasing.
There are no special interests between the candidates except Mr. Shoji Tada and the Company.

-4-Proposal 2:

Election of 3 Directors who are Audit & Supervisory Committee Members

The terms of office of all 3 Directors who are Audit & Supervisory Committee Members will expire at
the conclusion of the Meeting. Accordingly, the election of 3 Directors who are Audit & Supervisory
Committee Members is proposed.
The submission of this Proposal has been approved by the Audit & Supervisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:[Reference] List of candidates

No.

123

Name

[NewlyNominated][Re-election][OutsideDirector][IndependentDirector][Re-election][OutsideDirector][IndependentDirector]

Current positions

Junji Eto

Corporate Advisor

Attendance at theBoard of Directors
meetings
Attendance at the Audit& Supervisory
Committee meetings——

Mikio Koyano

Member of the Board
Audit & Supervisory Committee
Member

10/10
7/7

Konosuke Kashima

Member of the Board
Audit & Supervisory Committee
Member

10/10
7/7-5-No.

Name(Date of birth)

Career summary, positions and responsibilitiesApril 1980
July 2001
April 2004

Junji Eto(January 10, 1958)

April 2009
April 2010

[Newly Nominated]
12

April 2011

Joined NEC Corporation
General Manager, Third Sales Department, First GovernmentalSolutions Division, 1st Solutions Sales Operations Unit
Supervising Manager, First Governmental Solutions Division,
1st Solutions Sales Operations Unit
Supervising Manager, First Governmental Solutions Division,Governmental Solutions Operations Unit
Supervising Manager, First Governmental Solutions Division,
Governmental Solutions Operations Unit, Supervising Manager,
Government Sales Unit
Corporate Officer, the Company
General Manager, Sales Division, IT Solutions GroupIn charge of sales, IT Solutions GroupIn charge of particular customers, IT Solutions GroupCorporate Advisor (to present)

Number ofshares of theCompany held

1,900April 2014
April 2016
April 2018
[Reason for nomination]
Mr. Junji Eto assumed the position of Corporate Officer in April 2011. He has broad knowledge of the industry based on
his years of business experience and a track record in at his previous occupation and at the Company, along with ability toaudit appropriately. The Company nominates him as a candidate for Director who is Audit & Supervisory Committee
Member as it was judged that he would be well qualified for the position.
April 1985
Joined Daiwa Securities Co. Ltd.
August 1988
Registered as a certified public accountant
September 1996 Representative, Koyano Certified Public Accounting Office (topresent)
June 2003
Corporate Auditor, the Company
Mikio Koyano
June 2008
Member of the Board(June 20, 1961)
June 2016
Member of the Board, Audit & Supervisory Committee Member(to present)[Re-election]—January 2017
Representative, Koyano Certified Tax Accounting Office (to[Outside Director]present)[Independent[Significant concurrent positions]
Director]
Representative, Koyano Certified Public Accounting Office
External Auditor, XEBIO HOLDINGS CO., LTD.
External Auditor, Victoria Inc.
Supervisory Director, Sekisui House Residential Investment Corporation
Representative, Koyano Certified Tax Accounting Office[Reason for nomination]
Although Mr. Mikio Koyano does not have experience in corporate management other than through being an outsideofficer, the Company nominates him as a candidate for Director who is Audit & Supervisory Committee Member (OutsideDirector) due to his standpoint independent from the business executives of the Company and expecting that theCompany’s management may continue to benefit from his expertise as a certified public accountant and his experience
gained through such career.

-6-No.

Name(Date of birth)

Career summary, positions and responsibilities
April 1969
October 1998
April 2000

Konosuke Kashima(January 30, 1946)3[Re-election][Outside Director][IndependentDirector]

October 2002
April 2003
April 2004
June 2004
March 2005
April 2007
June 2009
June 2013
June 2016

Joined NEC Corporation
General Manager, C&C Systems Group Planning Division
Associate Senior Vice President and General Manager, NEC
Solutions Planning OfficeSenior Vice President and General Manager, NEC Solutions
Planning OfficeSenior Vice President and General Manager, Corporate PlanningDivision
Senior Vice President
Senior Vice President and Member of the Board
Senior Vice President and Member of the Board
Executive Vice President and Member of the Board
Corporate Auditor
Member of the Board, the Company
Member of the Board, Audit & Supervisory Committee Member(to present)

Number ofshares of theCompany held—[Reason for nomination]
The Company nominates Mr. Konosuke Kashima as a candidate for Director who is Audit & Supervisory Committee
Member (Outside Director) due to his standpoint independent from the business executives of the Company and hisextensive experience and broad insight as a corporate manager gained through serving in prominent positions of Member ofthe Board and Audit & Supervisory Board Member at NEC Corporation, and expecting that the Company’s management
may continue to benefit from his career.
(Notes)
1.
2.
3.

4.
5.

6.

There are no special interests between the candidates and the Company.
Messrs. Mikio Koyano and Konosuke Kashima are candidates for Members of the Board (Outside Director).
Mr. Mikio Koyano is Member of the Board, Audit & Supervisory Committee Member (Outside Director) at present.
His term of office as Member of the Board (Outside Director) is 10 years at the conclusion of the Meeting andMember of the Board, Audit & Supervisory Committee Member (Outside Director) is 2 years at the conclusion ofthe Meeting. He has been registered as Independent Director prescribed by Tokyo Stock Exchange. If he is elected as
proposed, he is to continue serving as Independent Director.
Mr. Mikio Koyano held the post of Outside Corporate Auditor of the Company from June 2003 to June 2008. His termof office was 5 years.
Mr. Konosuke Kashima is Member of the Board, Audit & Supervisory Committee Member (Outside Director) atpresent. His term of office as Member of the Board (Outside Director) is 5 years at the conclusion of the Meeting andMember of the Board, Audit & Supervisory Committee Member (Outside Director) is 2 years at the conclusion ofthe Meeting. He has been registered as Independent Director prescribed by Tokyo Stock Exchange. If he is elected as
proposed, he is to continue serving as Independent Director.
Messrs. Mikio Koyano and Konosuke Kashima have entered into agreements with the Company to limit their liability
prescribed in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the said Act andthe Articles of Incorporation of the Company. The maximum amount of liability under the agreement is the minimum
liability amount set forth by Article 425, Paragraph 1 of the said Act. If their reelection is approved, the Company willcontinue these liability limitation agreements with them.

-7-Proposal 3:

Election of 1 Substitute Director who is Audit & Supervisory Committee Member

The validity of the election of the current Substitute Director who is Audit & Supervisory Committee
Member expires at the commencement of the Meeting. In order to prepare for cases where a vacancy resultsin a shortfall in the number of Directors who are Audit & Supervisory Committee Members prescribed bylaws, the election of 1 Substitute Director who is Audit & Supervisory Committee Member is proposed.
The submission of this Proposal has been approved by the Audit & Supervisory Committee.
The candidate for Substitute Director who is Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

May 2001

Joined Kimura Management Institute Ltd. (presently, Kimura
Accounting Office Ltd.)
January 2006
Joined Takeshi Kimura Tax Office (presently, KMC Partners
Tax Corporation)
March 2006
Registered as a tax accountant
Tomoyuki Kimura
July 2007
Representative Partner, KMC Partners Tax Corporation (to(December 22, 1976)present)—
September 2010 Lecturer, Department of Business Law, Graduate School of Law,
[Substitute Director]
Aoyama Gakuin University
May 2011
Representative Director, Kimura Accounting Office Ltd.
November 2017 Representative Director, KMC Consulting Co., Ltd. (to present)[Significant concurrent positions]Representative Partner, KMC Partners Tax Corporation
Representative Director, KMC Consulting Co., Ltd.
[Reason for nomination]Mr. Tomoyuki Kimura has a considerable degree of knowledge in finance and accounting as a tax accountant. TheCompany nominates him as a candidate for Substitute Director who is Audit & Supervisory Committee Member (Outside),
given his standpoint independent from the business executives of the Company.
(Notes)1.
2.
3.

Mr. Tomoyuki Kimura is a candidate for Substitute Director who is Audit & Supervisory Committee Member (OutsideDirector).
There are no special interests between the candidate for Substitute Director who is Audit & Supervisory CommitteeMember (Outside Director) and the Company.
If Mr. Tomoyuki Kimura assumes the office of Director who is Audit & Supervisory Committee Member (Outside),
the Company will enter into agreement with him to limit his liability prescribed in Article 423, Paragraph 1 of theCompanies Act, pursuant to Article 427, Paragraph 1 of the said Act and the Articles of Incorporation of the Company.
The maximum amount of liability under the agreement will be the minimum liability amount set forth by Article 425,
Paragraph 1 of the said Act.

-8-