Disclaimer: This is a translation of the original notice of convocation in Japanese. In case of any
discrepancy between the translation and the original Japanese, the Japanese version shall prevail.

Securities code: 9742
(Date of transmission) June 3, 2024
(Commencement date of measures for electronic provision) May 24, 2024
To Shareholders:Shuji Hattori
President and Representative Director
INES Corporation
1-38-11, Nihonbashi Kakigara-cho, Chuo-ku,
Tokyo Japan
Notice of Convocation of the 62nd Ordinary General Meeting of Shareholders

We would like to thank all of you for your continued support of our company.
We hereby inform that the 62nd Ordinary General Meeting of Shareholders of INES Corporation(the Company) will be held as stated below.
In convening this General Meeting of Shareholders, we have taken measures to electronicallyprovide the information contained in the Ordinary General Meeting of Shareholders Reference
Documents (matters to be provided electronically) and have posted them on the following two websites
on the internet. Please access either of these websites to check the information.

The Company’s Website
Page of Shareholders Meeting

JPX Website
Listed Company Searchhttps://www.ines.co.jp/ir/meeting.html

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

On the JPX website, please search by the issue name (company name) “INES” or the securities
code “9742,” and select “Basic information” and “Documents for public inspection/PR information” tocheck the details.
Shareholders are kindly requested to read the information on exercising their voting rights below
and review the Ordinary General Meeting of Shareholders Reference Documents before exercising theirvoting rights.

- 1 -Particulars
1. Date and Time: 10:00 a.m. on June 25 (Tuesday), 2024
2. Place: 5F Conference Center, BELLESALLE TOKYO NIHONBASHITokyo Nihonbashi Tower 2-7-1, Nihonbashi, Chuo-ku, Tokyo, Japan
3. Agenda:
Matters to be Reported:
Item 1: Report on the Business Report, Consolidated Financial Statements and the Audit Resultson the Consolidated Financial Statements by the Accounting Auditors and the Board of
Corporate Auditors for the 62nd fiscal year (from April 1, 2023 to March 31, 2024)
Item 2: Report on the Non-Consolidated Financial Statements for the 62nd fiscal year (from April
1, 2023 to March 31, 2024)
Matters to be Resolved:
Item 1: Appropriation of Retained Earnings
Item 2: Partial Amendment to the Articles of Incorporation
Item 3: Election of Eight (8) Corporate Directors (Excluding Corporate Directors who are Audit
and Supervisory Committee Members)◎ The following matters, out of the matters to be provided electronically, are not included in the
documents to be sent to a shareholder who applied for the issuance of documents in accordancewith laws and regulations and Article 16 of the Company’s Articles of Incorporation.
[Business Report]
Structure and status of implementation relating to the proper conduct of operations[Consolidated Financial Statements]
Consolidated Statement of Changes in Shareholders’ Equity
Notes to the Consolidated Financial Statements[Financial Statements]
Non-Consolidated Statement of Changes in Shareholders’ Equity
Notes to Non-Consolidated Financial Statements◎ In the event that the electronically provided matters are revised, the details will be posted on the
Company’s website and the JPX website described above.

- 2 -4. Methods of Exercising Voting Rights
Voting rights in a general meeting of shareholders are important rights for all shareholders. Please
exercise your voting rights after reviewing the “Ordinary General Meeting of Shareholders
Reference Documents” provided below.
There are three methods for exercising your voting rights.
Please exercise your voting rights by one of the following methods.
Exercising Voting Rights via the Internet
Deadline for Exercising Voting Rights: Entry completion by 5:00 p.m.
on June 24 (Monday), 2024
· How to read the QR CodeYou can log into the website for exercising voting rights without entering the “Login ID” and“Temporary Password” shown on the Voting Rights Exercise Form. Please read the QR Code on the
Voting Rights Exercise Form and follow the instructions on the screen to enter your approval ordisapproval.
· How to enter your login ID and temporary password
Please visit the website for exercising voting rights from your internet environment (PC or
smartphone) and enter your vote according to the instructions displayed on the screen by using the“login ID” and “temporary password” entered in the enclosed Voting Rights Exercise Form.
Website for exercising voting rights:
https://evote.tr.mufg.jp/* Inquiries regarding the exercise of voting rights via the internet:
Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency
Division (Help Desk)
TEL: 0120-173-027 (toll free)

Hours: 9:00 a.m. ~ 9:00 p.m.

Exercising Voting Rights by Mail in Writing
Deadline for Exercising Voting Rights: Mail arriving by 5:00 p.m.
on June 24 (Monday), 2024
Please indicate your approval or disapproval of each item on the agenda in the enclosed Voting
Rights Exercise Form and return it by mail.
Any Voting Rights Exercise Form on which approval or disapproval of each item on the agenda
has not been indicated shall be treated as an approval of the Company’s proposals.
Exercising Voting Rights by Attending the Meeting in Person
Date of General Meeting of Shareholders: 10:00 a.m. on June 25 (Tuesday), 2024
(Start accepting: 9:30 a.m.)
Please submit the enclosed Voting Rights Exercise Form at the meeting reception desk.

- 3 -In the case of attendance by proxy, the proxy is limited to one (1) shareholder of the Company
who has voting rights. In this case, the proxy must submit, in addition to the Voting Rights Exercise
Form, a mandate form or other documents to prove power of attorney.
5. Matters concerning Exercising Voting Rights(1) Handling of Voting Rights Exercised in Duplicate[1] If you have exercised your voting rights both via the internet and by mail in writing, only thecontents of the vote made via the internet shall be deemed valid.
[2] If you exercise your voting rights multiple times via the internet, the last time that you
exercise your voting rights shall be deemed valid.

- 4 -Ordinary General Meeting of Shareholders Reference Documents
Item 1: Appropriation of Retained Earnings
Positioning profit returns to shareholders as one of the most important policies of management,
INES Corporation deems continuously implementing stable dividends as its basic policy and pays
dividends after having comprehensively considered various factors, including its performance andthe business environment.
In light of the above basic policy, for dividends at the end of the current fiscal year, theCompany would like to further enhance profit returns to our shareholders and proposes as follows.
Fiscal year-end dividend matters(1) Type of dividends
Cash dividends(2) Financial assets to be distributed as dividends and total dividend amount¥25.00 per share of common stock¥520,081,825 total dividend payment(3) Effective date of appropriation of retained earnings as cash dividends
June 26, 2024
For the fiscal year, since we paid an interim dividend of ¥25.00 per share on December 5,
2023, the total annual dividend for the period under review amounted to ¥50.00 per share, anincrease of ¥5 from the previous fiscal year.

- 5 -Item 2: Partial Amendment to the Articles of Incorporation
1. Reasons for Proposal
In order to speed up Group management decision-making, strengthen communication, andimprove productivity, the Company has relocated its head office from Tsuzuki-ku, Yokohama
City, Kanagawa Prefecture to Chuo-ku, Tokyo, effective April 1, 2024. Therefore, the locationof the head office, as stipulated in Article 3 (Location of Head Office) of the current Articles ofIncorporation, will be changed to reflect the actual head office operations.
2.

Contents of Amendment
The contents of amendment are as follows:(The underlined portions indicate those amended.)
Current Articles of Incorporation

Proposed Amendment

Article 1 and Article 2 <Texts are omitted>

Article 1 and Article 2 <The same as the current
provisions>(Location of Head Office)(Location of Head Office)

Article 3
The head office of the Company shall belocated in Tsuzuki-ku, Yokohama City, Kanagawa
Prefecture.

Article 3
The head office of the Company shall belocated in Chuo-ku, Tokyo.

Article 4 ~ Article 38 <Texts are omitted>

Article 4 ~ Article 38 <The same as the current
provisions>

Revised on June 23, 2023

Revised on June 25, 2024

- 6 -

Item 3: Election of Eight (8) Corporate Directors (Excluding Corporate Directors who are Audit
and Supervisory Committee Members)
The term of office of all eight (8) Corporate Directors (excluding Corporate Directors who are
Audit & Supervisory Committee members; the same shall apply hereinafter in this proposal) will
expire at the conclusion of this General Meeting of Shareholders. Therefore, we propose that eight(8) Corporate Directors be elected.
According to the report from the Audit & Supervisory Committee, the Committee has confirmed
the decision-making process with respect to the candidates for this proposal and that there are no
particular matters to be pointed out.
The candidates for director positions are as follows:
NomineeNumber
1

2

Name

Position and Duty

President andRepresentative
Director
Representative
Director and Senior
Susumu Tsukahara
Managing Executive
Officer
Shuji Hattori

Attribute

Attendance Status
at 2023 Board of
Corporate Directors

Reappointment

10 times/10 times(100%)

Reappointment

12 times/12 times(100%)

3

Koji Takada

Executive Officer

New appointee---

4

Reiko Suzuki

Executive Officer

New appointee---

5

Qun Jin

Outside Director

6

Kanako Murakami

Outside Director

7

Nobuyuki Sato

Outside Director

8

Takashi Morisaki

Outside Director- 7 -Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
Independent Officer

12 times/12 times(100%)
12 times/12 times(100%)
12 times/12 times(100%)
9 times/10 times(90%)

Nominee Number 1

Brief Personal History, Position and Duty in the Company
Apr. 1988

Joined the Company

Oct. 2006

Nagoya Branch Manager, the Company

Apr. 2012

Executive Manager, Public Sales Division, Sales Administration
Group, the Company

Oct. 2013

Executive Manager, First Operational Service Division,Operational Service Group, the Company

Apr. 2017

Executive Manager in charge of Business Strategy Division, theCompany

Term of Office as Director(As of the end of this
General Meeting)
1 yearApr. 2019

Executive Officer and Deputy Executive Manager, PublicService Systems Solutions Division, the Company

Apr. 2021

Managing Executive Officer, the Company

Jun. 2023

Director and Managing Executive Officer, the Company

His Attendance Status at
Board of Corporate
Directors
10 times/10 times(100%)

Apr. 2024

President and Representative Director, the Company (Current
position)

Reappointment

Shuji Hattori(August 16, 1965)
Company Shares Owned
8,738

Important Concurrent Roles
N/A
Reason for Nominating Mr. Hattori as a Director
Since joining the Company, having long been responsible for businesses invarious fields including public systems operations and business planning,
Candidate Mr. Hattori has become familiar with the Company’s business as awhole and has made significant contributions to the promotion of eachbusiness and the Group, as a managing executive officer since 2021 and as adirector and managing executive officer since 2023. As it can be expected that
he will be able to bring about improvements in business performance andcorporate value for future management of the Company and its Group bypromoting and taking the initiative in building of new business including
standardization of municipal government systems and the promotion ofalliance businesses based on his wealth of business experience and insight,
the Company is requesting he be reappointed as a director.

- 8 -Nominee Number 2
Reappointment

Susumu Tsukahara

Brief Personal History, Position and Duty in the Company
Apr. 1985

Joined The Mitsubishi Bank, Ltd. (current MUFG Bank, Ltd.)

Jun. 2005

Assistant Head of General Planning Office, The Mitsubishi
Bank, Ltd.

May 2008

Manager, Financial Accounting Office, Corporate Planning
Division, The Mitsubishi Bank, Ltd.

Nov. 2014

Executive Officer and Executive Manager, Financial &Accounting Division, the Company
Director, Managing Executive Officer and Executive Manager,
Financial & Accounting Division, the Company
Director and Senior Managing Executive Officer, the Company(April 8, 1961)
Company Shares Owned
27,443

Jun. 2015

Term of Office as Director(As of the end of this
General Meeting)
9 years

Apr. 2021

His Attendance Status at
Board of Corporate
Directors
12 times/12 times(100%)

N/A

Jun. 2023

Representative Director and Senior Managing Executive Officer,
the Company (Current position)

Important Concurrent Roles

Reason for Nominating Mr. Tsukahara as a Director
Candidate Mr. Tsukahara has engaged in finance-related business andcorporate management over many years and has also contributed to the
management of the Company and its Group as the Company’s managing
executive officer and director from 2015 and as the Company’s senior
managing executive officer and director since 2021 while working on building
a sustainable and stable earnings structure through business planning,
formulation and execution of human resources, financial and capitalization
strategies. As it can be expected that he will bring about business performance
improvement and corporate value enhancement for future management basedon his wealth of experience and insight, the Company is requesting he bereappointed as a director.

- 9 -Nominee Number 3
New appointee

Brief Personal History, Position and Duty in the Company
Apr. 1990
Oct. 2011
Apr. 2015

Koji Takada(December 11, 1967)

Apr. 2017

Company Shares Owned
5,771

Apr. 2020
Apr. 2021
Apr. 2023
Apr. 2024

Joined the Company
Chubu Branch Manager, the Company
Deputy Executive Manager, Branch Administration Group, theCompany
Executive Manager in charge of Business Strategy Division,
the Company
Executive Officer and Executive Manager, Corporate Planning
Division and Business Administration Division, the Company
Executive Officer and Executive Manager, Financial & Social
Solutions Division, the Company
Executive Officer and Executive Manager, Business Planning
Division, the Company
Executive Officer and Executive Manager, President’s Office,
the Company (Current position)

Important Concurrent Roles
N/A
Reason for Nominating Mr. Takada as a Director
Candidate Mr. Takada has been responsible as the branch manager of the
public sector business of the Company, etc., and has contributed to the
expansion of the public sector business. In addition, he has served as the headof other business divisions and planning/administrative divisions, and has
extensive experience in all areas of the Company. As it can be expected that
he will utilize his experience to promote engagement both within the Company
and the Group, and that he will also take initiative as a member who will
enhance management governance as a director, the Company is requesting
he be newly appointed as a director.

- 10 -

Nominee Number 4

Brief Personal History, Position and Duty in the Company

New appointee

Apr. 1990
Apr. 2008

Reiko Suzuki

Oct. 2010(May 29, 1967)
Apr. 2014
Company Shares Owned
12,720

Apr. 2016
Apr. 2018
Oct. 2023
Apr. 2024

Joined the Company
Manager, Third Solution Services Department, Public Systems
Division, the Company
Executive Manager, Second Public Systems Division, Public
Systems Division, the Company
Executive Officer and General Manager, Public Systems
Division, the Company
Executive Officer and Deputy Executive Manager, Personnel &General Affairs Division, the Company
Director, INES Research Institute, Inc., the Company
Executive Officer and Deputy Executive Manager, Public
Solutions Division, the Company
Executive Officer and Deputy General Manager, Development
Division, the Company (Current position)

Important Concurrent Roles
N/A
Reason for Nominating Ms. Suzuki as a Director
Having long been in charge of facilitating development and sales of theCompany’s core solutions in the public sector business, the candidate has
thorough knowledge regarding the Company's public sector business andhuman resources development. In addition, the candidate has made significant
contributions to the promotion of the Company's business with a focus ondiversity and human resources development. As it can be expected that thecandidate will contribute to the development of the Company’s core product“WebRings” in the public sector business and actively engage in humanresources development in the future, based on her wealth of experience andinsight in business management and operation in the areas of systemdevelopment and operation, the Company is requesting she be newly
appointed as a director.

- 11 -

Nominee Number 5

Brief Personal History, Position and Duty in the Company
Dec. 1984

Assistant Professor and Full-time Lecturer, Department ofComputer Science, Hangzhou Dianzi University, China

Apr. 1995

Assistant Professor, Department of Information Science andIntelligent Systems, Faculty of Engineering, Tokushima
University

Apr. 1999

Assistant Professor, Department of Software, Faculty ofComputer Science and Engineering, The University of Aizu

Apr. 2003

Professor, Department of Human Informatics and Cognitive
Sciences, Faculty of Human Sciences, Waseda University(Current position)

Sep. 2018

Deputy Dean, Faculty of Human Sciences, Waseda University(in charge of international relations)Sep. 2018
Jun. 2020

Dean, Graduate School of Human Sciences, Waseda University
Outside Director, the Company (Current position)

Reappointment
Outside Director
Independent
OfficerQun Jin(September 27, 1962)
Company Shares Owned
0
Term of Office as Outside
Director(As of the end of this
General Meeting)
4 years

Important Concurrent Roles

His Attendance Status at
Board of Corporate
Directors
12 times/12 times(100%)In addition to the past experience as a researcher of the INES ResearchInstitute, Inc., Candidate Mr. Jin has been engaged in research on trends andapplication fields of computer science at universities for many years and has
professional knowledge and experience related to such technology andbusiness. Since 2020, he has exercised appropriate oversight of the
management of the Company and its Group as an outside director based on
his professional knowledge and experience acquired over the course of thecandidate’s career. As it is expected that he will continue to exercise
appropriate oversight of the business and management of the Company and
its Group as well as from a technical perspective, the Company is requesting
he be reappointed as an outside director.

Professor, Department of Human Informatics and Cognitive Sciences,
Faculty of Human Sciences, Waseda University
Reason for Nominating Mr. Jin as an Outside Director and Overview of
his Expected Role

Matters Relating to Independence
There is no business relationship between the organization for which thecandidate concurrently serves and the Company. Therefore, the Company iscertain that the independence of the candidate is fully ensured.

- 12 -

Nominee Number 6

Brief Personal History, Position and Duty in the Company
Oct. 2001

Registered as an attorney (Daini Tokyo Bar Association)(Current)
Joined Nozomi Sogo Attorneys at Law

Outside Director

Nov. 2012

Member, Environmental Health Committee of Tokyo
Metropolitan Government

Independent
OfficerJun. 2020

Outside Auditor, Shinsei Trust & Banking Co., Ltd. (Current
position)

Apr. 2021
Apr. 2022

Partner, Nozomi Sogo Attorneys at Law (Current position)
Regular Member, the Daini Tokyo Bar Association

Reappointment

Kanako Murakami

Outside Director, the Company (Current position)(Name on the family register: Jun. 2022
Apr. 2023
Executive Governor, Japan Federation of Bar Associations
Kanako Sato)(March 13, 1978)
Important Concurrent Roles
Company Shares Owned
0
Term of Office as Outside
Director(As of the end of this
General Meeting)
2 years
Attendance Status at
Board of Corporate
Directors
12 times/12 times(100%)

Partner, Nozomi Sogo Attorneys at Law
Outside Auditor, Shinsei Trust & Banking Co., Ltd.
Reason for Nominating Ms. Murakami as an Outside Director andOverview of her Expected Role
Candidate Ms. Murakami has qualifications as an attorney and as a complianceofficer and serves as a partner at Nozomi Sogo Attorneys at Law, and is engaged
in various aspects of corporate law, including risk management, compliance, andcrisis management of companies, and also exercises oversight of corporate
management from the perspective of an outside auditor.
In the Company, she has exercised appropriate oversight of the management of
the Company and its Group as an outside director since 2022 based on theprofessional knowledge and insight acquired over the course of the candidate’s
career. As it is expected that she will continue to exercise appropriate oversightof the Company and its Group, the Company is requesting she be reappointed
as an outside director.
Matters Relating to Independence
There is no business relationship between each organization for which thecandidate concurrently serves and the Company. Therefore, the Company iscertain that the independence of the candidate is fully ensured.

- 13 -

Nominee Number 7

Brief Personal History, Position and Duty in the Company

Reappointment

Apr. 1992
Apr. 1995

Part-time Lecturer, Faculty of Law, Chuo University
Full-time Lecturer, Faculty of Economics, Kushiro Public
University of Economics
Assistant Professor, Faculty of Economics, Kushiro Public
University of Economics

Outside Director

Apr. 1997

Independent
Officer

Apr. 2001
Apr. 2006

Professor, Faculty of Policy Management, Shobi University
Professor, Chou University Law School (Current position)

Nobuyuki SatoJan. 2011
Jul. 2020

Vice-President, Chuo University (Retired in Nov. 2014)
Vice-President, Chuo University (Current position)(August 6, 1962)

Apr. 2021

Director, Chuo University Educational Ability Research andDevelopment Organization (Current position)

Company Shares Owned
0Jun. 2022

Outside Director, the Company (Current position)

Important Concurrent Roles
Term of Office as Outside
Director(As of the end of this
General Meeting)
2 years
His Attendance Status at
Board of Corporate
Directors
12 times/12 times(100%)

Professor, Chou University Law School
Vice-President, Chuo University
Member, The Registered Foreign Lawyers Disciplinary Actions Committee,
Japan Federation of Bar Associations
Chairperson, Personal Identification Information Protection Committee, Japan
Agency for Local Authority Information Systems
Reason for Nominating Mr. Sato as an Outside Director and Overview of
his Expected Role
In addition to his career as a professor and vice-president at a university
responsible for school management, Candidate Mr. Sato has a wealth ofexperience in education research and the public sector business related to theintroduction of information systems and protection of personal information in
local governments. He is also distinguished for his knowledge of fields
significantly important in promoting new information processing businesses (ITservices) for local governments that may become the Company’s main businessas well as our future core business. In the Company, he has exercised
appropriate oversight of the management of the Company and its Group as an
outside director since 2022 based on his professional knowledge acquired overthe course of the candidate’s career. As it is expected that he will continue toexercise appropriate oversight of the Company and its Group, the Company isrequesting he be reappointed as an outside director.
Matters Relating to Independence
The amount of transactions in fiscal year 2023 between the Company and theJapan Agency for Local Authority Information Systems, where the candidate
holds concurrent positions, is less than 0.1% of the Company's consolidated costof sales. In addition, there is no business or donation relationship between eachorganization for which the candidate concurrently serves and the Company.
Therefore, the Company is certain that the candidate's independence is fully
ensured.

- 14 -

Nominee Number 8
Reappointment

Brief Personal History, Position and Duty in the Company
Apr. 1978
Apr. 2008

Outside Director
May 2010
Independent
Officer
May 2012

Takashi Morisaki(January 1, 1955)

Jun. 2012

Company Shares Owned
0Jul. 2012
May 2014

Term of Office as Outside
Director(As of the end of this
General Meeting)
1 yearOct. 2016

His Attendance Status at
Board of Corporate
Directors
9 times/10 times(90%)

Jun, 2023

Dec. 2016
Dec. 2021

Joined The Mitsubishi Bank, Ltd. (current MUFG Bank, Ltd.)Managing Officer, Mitsubishi UFJ Financial Group, Inc.
Managing Executive Officer, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (current MUFG Bank, Ltd.)Managing Executive Officer and Chief Executive Officer,
Headquarters for Asia of The Bank of Tokyo-Mitsubishi UFJ,Ltd.
Senior Managing Executive Officer and Chief Executive, Global
Markets Unit of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Senior Managing Director and Chief Executive, Global Markets
Unit of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Managing Officer and Group Head, Integrated Global Markets
Business Group of Mitsubishi UFJ Financial Group, Inc.
Deputy President of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Executive Vice President and Executive Officer, Mitsubishi
Research Institute, Inc.
President and Representative Director, Mitsubishi ResearchInstitute, Inc.
Chairperson of the Board, Mitsubishi Research Institute, Inc.
(Current position)
Outside Director, the Company (Current position)

Important Concurrent Roles
Chairperson of the Board, Mitsubishi Research Institute, Inc.
Outside Director, Noritake Co., Limited (Audit and Supervisory Committee
Member)Outside Director, Japan Business Systems, Inc.
Reason for Nominating Mr. Morisaki as an Outside Director and Overview
of his Expected Role
Candidate Mr. Morisaki has engaged in corporate management of financial
institutions and an IT industry think tank over years, and since fiscal year 2023,
has served as an outside director of the Company and appropriately supervised
the management of the Company and the Group based on his wealth ofexperience and insight as a management expert acquired over the course of thecandidate’s career. As it is expected that he will continue to provide appropriate
supervision of the Company and its Group companies in the future, the Company
is requesting he be reappointed as an outside director.
Matters Relating to Independence
The trade volume between Mitsubishi Research Institute, Inc. for which hecurrently serves as a director and the Company in fiscal year 2023 accounted
for less than 0.5% of the Company’s consolidated sales in terms of sales amountand less than 0.3% of the Company’s consolidated cost of sales in terms ofamount of purchase. The transaction amount between Japan Business Systems,
Inc. for which the candidate currently serves as an outside director and theCompany in fiscal year 2023 is less than 0.2% of the Company’s consolidated
cost of sales. Therefore, the Company is certain that the candidate's
independence is fully ensured.

- 15 -

Notes:1. None of the above candidates have special vested interests in the Company.
2. Candidates for directors, Mr. Qun Jin, Ms. Kanako Murakami, Mr. Nobuyuki Sato and Mr. Takashi Morisaki are
candidates for outside directors.
The Company notified the Tokyo Stock Exchange of positions of Mr. Qun Jin, Ms. Kanako Murakami, Mr.
Nobuyuki Sato and Mr. Takashi Morisaki as independent officers provided for in the provisions of the Tokyo
Stock Exchange. If their appointment is approved, we will once again notify the said stock exchange of the above
three persons’ position as independent officers.
3. Each of Mr. Qun Jin, Ms. Kanako Murakami, Mr. Nobuyuki Sato and Mr. Takashi Morisaki, and the Company
have entered into an agreement limiting the liability for damages provided for in Article 423 (1) of the Companies
Act. The total maximum liability under such an agreement is the minimum amount required by laws andregulations.
If the appointment of each of Mr. Qun Jin, Ms. Kanako Murakami, Mr. Nobuyuki Sato and Mr. Takashi Morisaki
is approved, the Company will continue the agreements with them.
4. The Company has entered into an indemnity agreement provided for in Article 430-2 (1) of the Companies Act
with each of Mr. Shuji Hattori, Mr. Susumu Tsukahara, Mr. Qun Jin, Ms. Kanako Murakami, Mr. Nobuyuki Satoand Mr. Takashi Morisaki. If the appointment of each candidate is approved, the Company will continue the said
indemnity agreement, and if the appointment of each of Mr. Koji Takada and Ms. Reiko Suzuki is approved, theCompany will enter into the said indemnity agreement with each of them. For an overview of the indemnity
agreement, please refer of the Japanese Document to the Business Report under the Summary of the Contentsof the Indemnity Agreement in the section of Matters concerning Corporate Officers
5. The Company has entered into an officers and directors liability insurance agreement provided for in Article 4303 (1) of the Companies Act with an insurance company, under which the Company’s directors are the insured,
and we will continue and then renew the insurance agreement. If the appointment of each candidate is approved,
each of them will be insured under the insurance agreement. For an overview of the insurance agreement,
please refer to the Business Report of the Japanese Document under the Summary of the Contents of the
Officers and Directors Liability Insurance Agreement in the section of Matters concerning Corporate Officers.

- 16 -

(Reference) Skill Matrix of Directors upon closing of this Ordinary General Meeting of Shareholders
Knowledge/Experience/Ability, etc.
Positionin the Company

Knowledgeabout
Industry

No.

Name

1

Shuji Hattori

2

SusumuTsukahara

Representative
Director
Representative
Director

3

Koji Takada

Director◯◯

4

Reiko Suzuki

Director◯◯

5

Qun Jin

Outside Director

6

Kanako Murakami

Outside Director

◯

◯

7

Nobuyuki Sato

Outside Director

◯

◯

8

Takashi Morisaki

Outside Director◯

9

Kazumasa Otoshi

10Kazuhiko Tomoda

11

Ryo Haga

12

Katsutoshi
Hayafune

Experience in Finance/
Legal Affairs
Management Accounting

Director who is an
Audit andSupervisory
Committee member
Outside Director
who is an Audit andSupervisory
Committee member
Outside Director
who is an Audit andSupervisory
Committee member
Outside Director
who is an Audit andSupervisory
Committee member- 17 -

◯
◯

◯
◯

◯

◯

◯

◯

◯

◯

◯

◯

◯
◯

◯

◯

International
Perspective◯Consolidated Balance Sheet(As of March 31, 2024)(¥ millions)
Item

AmountItem

ASSETS
Current Assets:

AmountLIABILITIES(20,283)

Current Liabilities:(7,601)

6,479

Accounts payable

1,909

Cash and deposits
Accounts receivable and11,855

contract assets

Current portion of long-term

416

borrowings

Work in process383

Accrued expenses

Raw materials and supplies

69

Income taxes payable

722

Prepaid expenses

431

Accrued consumption taxes

272

Advances received

129

Provision for bonuses

959

Other
Allowance for doubtful
accounts
Non-current Assets:
Tangible Non-current Assets:

1,084
△

19

(34,143)(11,764)

1,297

Provision for directors’

80bonuses
Provision for loss on order49

received

Buildings and structures

851

Tools, furniture and fixture

1,025

Other

1,533

Land

5,299

Non-current Liabilities:(9,035)Construction in progress

4,587Long-term borrowings

4,583

Intangible Non-current Assets:(2,522)

Software
Other
Investments and Other Assets:
Investment securities
Long-term prepaid expenses

Asset retirement obligations

230

Provision for directors’88

retirement benefits

2,498

Net defined benefit liability

3,411

23

Assets retirement obligations

154(19,857)

Other

798

13,535

Total Liabilities

767

NET ASSETS

16,637

Deferred tax assets

4,147

Shareholders’ Equity:(37,398)

Other

1,407

Capital stock

15,000Capital surplus

10,099Retained earnings

12,438Treasury shares
Accumulated Other
Comprehensive Income:

△

140
(391)

Valuation difference on
available-for-sale securities

54

Remeasurements of defined

Total Assets

54,427- 18 -

benefit plans

336

Total Net Assets

37,790Total Liabilities and Net
Assets54,427

Consolidated Statement of Operations(For the year from April 1, 2023 to March 31, 2024)(¥ millions)
Item

AmountRevenue

40,557

Cost of Sales

30,827Gross Profit

9,729
6,851

Selling, General and Administrative Expenses
Operating Income

2,877

Non-Operating Income:112

Interest income

52

Dividends income

27

Dividend income on insurance

14

Other

17
257

Non-Operating Expenses:
Interest expenses

11

Loss on investments in investment partnerships

8
233

Office relocation expenses

3

Other

2,732

Ordinary Income

24

Extraordinary Income:Gain on sales of investment securities

5

Gain on liquidation of subsidiaries and affiliates

1884

Extraordinary Losses:
Loss on retirement of non-current assets

19

Special retirement benefits

59

Other

5
2,672

Income before Income Taxes
Income Taxes and Other

860

Adjustment of Corporate Taxes

16

Net Income

1,795

Net Income attributable to Owners of Parent

1,795- 19 -

Consolidated Statement of Changes in Shareholders’ Equity(For the year from April 1, 2023 to March 31, 2024)(¥ millions)Shareholder’s equity
Capital stock
Balance as of April 1, 2023

Capitalsurplus15,000Retainedearnings

10,100Total
shareholders’ equity

Treasuryshares△

11,682

155

36,627

Changes during year
Cash dividends fromretained earnings
Net income attributable toowners of parent△ 1,039△ 1,039

1,795

1,795
△

Acquisition of treasury shares
Disposal of treasury shares

△

1

△

1

755

10,09912,438

2

△

2

18

17

15

770

140

37,398Net changes of items otherthan shareholders’ equity
Total changes during year
Balance as of March 31, 2024--15,000△

Accumulated other comprehensive income

Balance as of April 1, 2023

Valuationdifference on
available-for-salesecurities

Remeasurementsof defined
benefit plans

Total
accumulated
othercomprehensive
income

△

△

△

179

162

Total net
assets341

36,286

Changes during year
Cash dividends fromretained earnings
Net income attributable toowners of parent△ 1,039
1,795△

Acquisition of treasury shares
Disposal of treasury shares
Net changes of items otherthan shareholders’ equity

2
17

234

499

733

733

Total changes during year

234

499

733

1,503

Balance as of March 31, 2024

54

336

391

37,790- 20 -

Non-Consolidated Balance Sheet(As of March 31, 2024)
Item
ASSETS
Current Assets:

AmountItem(16,576)

Cash and deposits

3,704

Accounts receivable andcontract assets

10,846(¥ millions)
AmountLIABILITIESCurrent Liabilities:(7,365)Work in process

336

Accounts payable
Short-term borrowings
Current portion of long-termborrowings
Accrued expenses

Raw materials and supplies

69

Advances received

89

Prepaid expenses

388

Deposits received

484

248

Provision for bonuses

750

793

Provision for directors’ bonuses

67

199

Provision for loss on order received

49

11

Asset retirement obligations

230

Other

996

Income taxes receivable
Consumption taxes
receivable
Other
Allowance for doubtful
accounts
Non-current Assets:
Tangible Non-current
Assets:Buildings
Tools, furniture and fixture△(32,390)(7,961)

737

Long-term borrowings

4,583

722

3,229

5,299

Construction in progress
Intangible Non-current
Assets:

4,587(2,486)

Other

Other
Investments and Other
Assets:Investments securities
Shares in affiliates
Long-term prepaid expenses

996

Non-current Liabilities:

Land

Software416(11,346)

Provision for retirement benefits
Provision for directors’ retirement
benefits
Assets retirement obligations

Telephone rights

1,685
1,600

35
106
7

Total Liabilities

15,327NET ASSETS
Shareholders’ Equity:
Capital Stock:(33,540)(15,000)(18,557)

Capital Surplus:(10,099)

11,882

Capital reserve

3,750

1,089

Other capital surplus

6,349

725

Retained earnings:(8,580)

16
2,467
3

Deferred tax assets

3,614

Other retained earnings(8,580)

Guarantee deposited

1,159

Retained earnings carried forward

8,580

Utility membership

80

Other

3

Total Assets

48,967

Treasury shares:
Valuation, Translation Adjustment
and Other:
Valuation difference on availablefor-sale securities

(△

140)

(△

98)
98

Total Net Assets

33,639Total Liabilities and Net Assets

48,967- 21 -

Non-Consolidated Statement of Operations(For the year from April 1, 2023 to March 31, 2024)(¥ millions)
Item

AmountRevenue

33,353

Cost of Sales

25,782Gross Profit

7,571
6,470

Selling, General and Administrative Expenses
Operating Income

1,100

Non-Operating Income:

481

Interest income

46

Dividends income

404

Dividend income on insurance

14

Other

15
258

Non-Operating Expenses:
Interest expenses

12

Loss on investments in investment partnerships

8
233

Office relocation expenses

3

Other

1,323

Ordinary Income

24

Extraordinary Income:Gain on sales of investment securities

5

Gain on liquidation of subsidiaries and affiliates

1810Extraordinary Losses:
10

Loss on retirement of non-current assets

1,337

Income before Income Taxes△

Income Taxes and Other

141
381

Adjustment of Corporate Taxes

1,097

Net Income- 22 -

Non-Consolidated Statement of Changes in Shareholders’ Equity(For the year from April 1, 2023 to March 31, 2024)(¥ millions)Shareholders’ equity
Capital surplus

Capitalstock

Balance as of April 1, 2023

Other
capitalsurplusCapitalreserve

15,000

3,750

Total
capitalsurplus

6,350

10,100Retained earnings
Otherretainedearnings
Total
retained
Retainedearnings
earnings
carriedforward
8,523
8,523

Changes during year
Cash dividends from retained
earnings
Net income---△ 1,039△ 1,039

---

1,097

1,097

Acquisition of treasury shares---

Disposal of treasury shares
Net changes of items otherthan shareholders’ equity
Total changes during year
Balance as of March 31, 2024

---

---

15,000

3,750

△

1

△

1

△

1

△

1

57

57

10,099

8,580

8,580

6,349

Shareholders’ equity

TreasurysharesBalance as of April 1, 2023△

155

Changes during year
Cash dividends from retained
earnings
Net income
Acquisition of treasury shares△

2

33,468△

Total net
assets33,335△ 1,039△ 1,039

1,097

1,097

△

△

2

18

Disposal of treasury shares
Net changes of items otherthan shareholders’ equity
Total changes during year
Balance as of March 31, 2024

Total
shareholders’ equity

Valuation, translation adjustment
and other
Total
Valuation
valuation,difference ontranslation,
available-for-saleadjustment
securities
and other
△
132
△
132

17

2
17

231

231

231

15

71

231

231

303

140

33,54098

98

33,639- 23 -