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

Securities code: 9424
May 31, 2024
To: Shareholders
Frank Seiji Sanda, Representative Director-Chairman
Japan Communications Inc.
1-28 Toranomon 4-chome, Minato-ku, TokyoNOTICE OF THE 28TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that the 28th Ordinary General Meeting of Shareholders of Japan Communications Inc.
(the “Meeting”) will be held as follows.
If you are not able to attend the Meeting, please exercise your voting rights in writing (meaning the voting rights
exercise form designated by the Company) or via the Internet by no later than the deadline (Tuesday, June 25, 2024,
at 6:00 p.m. (JST)).
For the points to keep in mind in attendance at the Meeting and the method of exercising voting rights in writing or
via the Internet, please refer to pages 3 to 4 of this document (available in Japanese only).
1. Date and time:
2. Venue:

Wednesday, June 26, 2024, at 10:00 a.m. (JST)(Reception opens at 9:00 a.m. (JST))Tokyo American Club B2F
Room name: Manhattan
1-2 Azabudai 2-chome, Minato-ku, Tokyo*Please refer to an information map on the back cover of this document (available in Japaneseonly).

3. Purposes
Items to be reported:
1. Report on the Business Report and the Consolidated Financial Statements for the 28th Fiscal Year (from
April 1, 2023, to March 31, 2024) and Results of the Audits of Consolidated Financial Statements by the
Financial Auditor and the Board of Corporate Auditors
2. Report on the Non-consolidated Financial Statements for the 28th Fiscal Year (from April 1, 2023 to March
31, 2024)
Items to be resolved:
Proposal No. 1
Election of Two Directors
Proposal No. 2
Revision of the Total Amount of Monetary Remuneration (Salary) for Directors
Proposal No. 3
Revision of the Total Amount of Monetary Remuneration (Salary) for Corporate Auditors
Proposal No. 4
Introduction of Monetary Remuneration (Performance-based Remuneration) for
Directors (excluding Outside Directors)-1-

<Information on measures for electronic provision>
When convening the Meeting, the Company takes measures for providing information that constitutes the content ofreference documents for the general meeting of shareholders, etc. (the “items subject to measures for electronic
provision”) in electronic format, and posts them on the Company’s website and each of the websites below:
The Company’s website:
https://www.j-com.co.jp (TOP page) (in Japanese)
https://www.j-com.co.jp/en (TOP page) (in English) *This URL is added only for this English version.
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/9424/teiji/ (in Japanese)
Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (in English) **This URL is added only for this English version.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each website above.

<Information on exercise of voting rights>
If you exercise your voting rights both in writing and via the Internet, the Company will deem your exercise via theInternet valid.
1. Exercise of voting rights in writing
・ Please indicate your approval or disapproval of a proposal on the voting rights exercise form and return it sothat it arrives by no later than the deadline (Tuesday, June 25, 2024, at 6:00 p.m. (JST)).
・ If neither approval nor disapproval of a proposal is indicated on the voting rights exercise form, the Company
will deem that you indicated your approval of the proposal.
2. Exercise of voting rights via the Internet・ Please access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/) (the“voting rights exercise website”) on your personal computer or smartphone and enter your approval ordisapproval of a proposal by no later than the deadline (Tuesday, June 25, 2024, at 6:00 p.m. (JST)).
・ If you exercise your voting rights on the voting rights exercise website multiple times, the vote exercisedlast will be treated as the valid one.
- To institutional investors
If you preliminarily applied for the use of the Electronic Voting System Platform operated by ICJ, Inc., you can use
the platform.

<Notice of the Resolution>
We will give Notice of the Resolution of the Meeting by posting on the Company’s website (https://www.jcom.co.jp/en) (available in Japanese only). We would appreciate your understanding in advance.

-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Election of Two Directors

Among the Directors currently serving, the terms of office of two Directors, Naohisa Fukuda and Yoshihiko Yamada
will expire at the conclusion of the Meeting. Accordingly, we would like to propose the election of two Directors.
The candidates for Director are as follows:
CandidateNo.

1

Number of the
Career summary, significant concurrent positions outside theCompany’s sharesCompany, and position and responsibility as Director of theownedCompany
Nov. 1982
Joined Maebashi Language Academy
July 1985
Founded Gunma Database Systems, Inc.
Representative Director and President
Mar. 1986
Graduated from Faculty of Literature, The
University of Tokyo
June 1992
Completed Tuck School of Business (MBA) at
Dartmouth
July 1992
Joined Andersen Consulting (current
Accenture)
Sep. 1993
Joined Apple Computer Japan, Inc. (current
Apple Japan, Inc.)
Nov. 1997
Director of Business Operations
Dec. 1999
Director of Marketing
June 2001
Vice President, Head Office (United States),
Apple Computer, Inc. (current Apple Inc.)
Apr. 2002
Senior Vice President, the Company
June 2004
Director
Naohisa Fukuda
345,000 shares(July 21, 1962)
July 2004
Chief Financial Officer(Reelection)
June 2006
Managing Director
Mar. 2010
Representative Senior Managing Director
June 2012
Representative Director-Vice President
June 2015
Representative Director-President (current
position)
Nov. 2018
Representative Director-President, my FinTech
Inc.
Apr. 2021
Chairman (non-full-time), Maebashi Instituteof Technology (current position)
Oct. 2022
Outside Director, Mebuku Ground Inc. (current
position)
Apr. 2024
Representative Director-Chairman, my FinTech
Inc. (current position)(Significant concurrent positions outside the Company)
Representative Director-Chairman, my FinTech Inc.
Chairman (non-full-time), Maebashi Institute of Technology
Outside Director, Mebuku Ground Inc.
Reasons for nomination as candidate for Director
Naohisa Fukuda has been involved in the management of some of the world’s leading global companies and is well versedin computer technology, marketing and business strategy. He joined the Company in 2002 as a Vice President, and has
accumulated extensive management experience, having served as Head of the Product Division, CFO, and Managing
Director, as the successor to Frank Seiji Sanda, the Company’s founder and Representative Director-President at the time.
After becoming Representative Director-President in June 2015, he established alliances with a number of partnercompanies based on the business strategy he formulated in the following January 2016. From 2018 onward, he envisions a
FinTech platform business as the cornerstone of the Company’s future growth and is strongly promoting thecommercialization of this business, including through collaboration with Mebuku Ground Inc., a public-private partnershipcompany in Maebashi City. In February 2024, he reached an agreement with NTT DOCOMO, INC., for the interconnectionof voice and SMS networks and is preparing to start providing new services through this interconnection in May 2026.
Based on such track record and abilities, the Company judges that he will be appropriate to continue to serve as Director of
the Company.
Name(Date of birth)-3-

CandidateNo.

2

Number of the
Career summary, significant concurrent positions outside theCompany’s sharesCompany, and position and responsibility as Director of theownedCompany
Mar. 1974
Graduated from Faculty of Economics, Keio
University
Apr. 1974
Joined Matsushita Electric Industrial Co., Ltd.
(current Panasonic Holdings Corporation)
Apr. 2003
Vice President and Head of Systems Business
Division, Panasonic AVC Networks Company
June 2004
Executive Officer and Head of North America
Headquarters
Chairperson, Matsushita Electric Corporationof America
Apr. 2007
Managing Executive Officer, Matsushita
Electric Industrial Co., Ltd. (current PanasonicHoldings Corporation)
Apr. 2010
In charge of Industry Sales
June
2010
Managing
Director
Yoshihiko Yamada
June
2011
Representative
Senior Managing Director(May 11, 1951)
10,000 sharesJan. 2012
In charge of Devices(Reelection)(Candidate for Outside Director) Apr. 2013
President, Automotive & Industrial Systems
Company
Apr. 2014
Representative Director-Vice President, In
charge of Overseas Strategic Regions
June 2016
Standing Advisor
June 2016
Outside Director of the Company (current
position)
Nov. 2017
Vice President, Gigafactory, Tesla, Inc.
Nov. 2019
Outside Director, Gogoro Inc. (Taiwan)(current position)
Apr. 2022
Outside Director, WOTA CORP. (current
position)(Significant concurrent positions outside the Company)
Outside Director, Gogoro Inc. (Taiwan)
Outside Director, WOTA CORP.
Reasons for nomination as candidate for Outside Director and summary of expected roles
Yoshihiko Yamada has extensive knowledge and experience gained as a manager of a leading Japanese electrical equipment
company and as an executive of an American automobile manufacturer. He was appointed as an Outside Director of theCompany in June 2016 and has been responsible for ensuring the reasonableness and appropriateness of the decision-makingof the Company and supervise the execution of operations. The Company judges that he will be appropriate to continue toserve as Outside Director of the Company because, based on his track record and abilities, he is expected to ensure thereasonableness and appropriateness of the decision-making of the Company and supervise the execution of operations
mainly from the standpoint of managing a global company.
Name(Date of birth)-4-Notes:

1. Interests between Naohisa Fukuda, a candidate for Director, and the Company(1) For the purpose of establishing the Company’s FPoS business in Maebashi City as a starting point for its nationwide
expansion and starting the implementation of the Company’s business continuity plan (BCP) in Gunma Prefecture,
the Company has entered into a loan agreement with Naohisa Fukuda for up to ¥300 million, with a loan period of
15 years and an annual interest rate of 0.9%, to enable him to acquire a house in Maebashi City or its suburbs inGunma Prefecture.
(2) Naohisa Fukuda was Representative Director-President, my FinTech Inc. (a subsidiary of the Company to which theCompany owns 71.1% of voting rights) until April 2024, and there are transactions between the Company and my
FinTech Inc. in which the Company is entrusted with operations related to Maebashi City’s electronic currency
system (Mebuku Pay) from my FinTech Inc. and the Company seconds its employees to my FinTech Inc.
2. There is no special interest between Yoshihiko Yamada, a candidate for Director, and the Company.
3. “Number of the Company’s shares owned” indicates the number of shares held as of March 31, 2024.
4. The Company has concluded a Directors and Officers Liability Insurance contract with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. It will cover legal damages and dispute costs if damages (including
damages claimed by shareholder lawsuits) are claimed against the insured, including the Directors of the Company, due
to acts (including omissions) taken based on their positions. However, if the insured gains profits or benefits illegally andif the damages are caused by any act which the insured takes knowing it is a criminal act, misconduct, fraud, or violation
against laws and regulations, rules or control laws and regulations, it will be an exemption cause, and the insurance contract
will not cover the damages. If each candidate for Director is elected and assumes office as a Director, the person will
become the insured of the insurance contract. If a renewal period for the insurance contract comes during a term of officeof each Director, the Company will renew it with the same terms and conditions.
5. Yoshihiko Yamada, candidate for Outside Director(1) Yoshihiko Yamada is currently an Outside Director of the Company, and at the conclusion of the Meeting, his tenure
as Outside Director will have been eight years.
(2) The Company and Yoshihiko Yamada have entered into an agreement to limit his liability for damages under Article
423, paragraph (1) of the Companies Act, in accordance with Article 427, paragraph (1) of the Act and the provisionsof the Articles of Incorporation. The maximum amount of liability for damages under this agreement is the minimum
liability amount provided for under Article 425, paragraph (1) of the Companies Act. After his reelection, theCompany plans to continue this agreement.
(3) The Company has submitted a notification to the Tokyo Stock Exchange (TSE) that Yoshihiko Yamada has been
designated as an independent officer as provided for by the TSE. After he assumes office, the Company plans tosubmit a notification to the TSE concerning his continued designation as an independent officer.

-5-Proposal No. 2

Revision of the Total Amount of Monetary Remuneration (Salary) for Directors

The amount of remuneration, etc., of the Company’s Directors: At the 11th Ordinary General Meeting of Shareholders,
held on June 26, 2007, the monetary remuneration (salary) for Directors was approved as annual remuneration of¥480 million or less to this date. This is equivalent to the annual amount of remuneration, which was previously
approved as monthly remuneration. The total amount of Directors’ monetary remuneration (salary) has not beenrevised since 2005. Currently, the Company needs to strengthen its management structure as the businessenvironment moves into the next phase. This includes plans to offer new services based on interconnection with NTT
DOCOMO, INC.’s voice and SMS networks in May 2026. Taking these into consideration, the Company proposes
to revise the total amount of monetary remuneration (salary) for Directors as follows, for which approval is requested.
The total amount of monetary remuneration (salary) does not include the amount equivalent to the employee’s salaryfor Directors who concurrently serve as employees, as before.
Total amount of monetary remuneration (salary) for Directors:
Not exceeding ¥960 million per year (of which the amount for Outside Directors: not exceeding ¥100 million per
year)
The contents of this proposal have been determined through deliberation and resolution by the Board of Directors,
taking into consideration the Company’s business environment, the remuneration system and its payment level for
Directors and other officers, the current number of Directors and other officers, and future trends, among other factors,
and the Company believes that the contents of this proposal are appropriate.
The Company currently has seven Directors (including five Outside Directors), and if Proposal No. 1 is approved asoriginally proposed, the number of Directors will remain unchanged.
If this proposal is approved as originally proposed, the Company plans to revise the policy for determining the content
of Directors’ remuneration, etc., as described on pages 29 to 31 of this document in accordance with this proposal(available in Japanese only).

-6-

Proposal No. 3

Revision of the Total Amount of Monetary Remuneration (Salary) for Corporate Auditors

The amount of remuneration, etc., of the Company’s Corporate Auditors: At the 11th Ordinary General Meeting of
Shareholders, held on June 26, 2007, the monetary remuneration (salary) for Corporate Auditors was approved as
annual remuneration of ¥72 million or less to this date. This is equivalent to the annual amount of remuneration,
which was previously approved as monthly remuneration. The total amount of Corporate Auditors’ monetary
remuneration (salary) has not been revised since 2005. Currently, the Company needs to strengthen its auditing
structure as the business environment moves into the next phase. This includes plans to offer new services based oninterconnection with NTT DOCOMO, INC.’s voice and SMS networks in May 2026. Taking these into consideration,
the Company proposes to revise the total amount of monetary remuneration (salary) for Corporate Auditors as follows,
for which approval is requested.
Total amount of monetary remuneration (salary) for Corporate Auditors: Not exceeding ¥100 million per year
The contents of this proposal have been determined through deliberation and resolution by the Board of Directors,
taking into consideration the Company’s business environment, the remuneration system and its payment level for
Corporate Auditors and other officers, the current number of Corporate Auditors and other officers, and future trends,
among other factors, and the Company believes that the contents of this proposal are appropriate.
The Company has four current Corporate Auditors, all of whom are Outside Corporate Auditors.

-7-

Proposal No. 4

Introduction of Monetary Remuneration (Performance-based Remuneration) for Directors(excluding Outside Directors)

The amount of remuneration, etc., of the Company’s Directors: The 11th Ordinary General Meeting of Shareholders
held on June 26, 2007, approved the monetary remuneration (salary) not exceeding ¥480 million per year (notincluding the amount equivalent to employee’s salary for Directors who concurrently serve as employees), the 9th
Ordinary General Meeting of Shareholders held on June 29, 2005, approved the non-monetary remuneration(company housing) not exceeding ¥5 million per month and The 26th Ordinary General Meeting of Shareholders
held on June 28, 2022, approved the following non-monetary remuneration (restricted stock): up to 560,000 shares
per year and up to ¥100 million per year (however, in the event of a stock split (including gratis allotment of sharesof the Company’s common stock) or reverse stock split of the Company’s common stock with an effective date onor after the said date, the amount may be adjusted within a reasonable range as necessary after the stated effectivedate). If Proposal No. 2 is approved as originally proposed, the amount of monetary remuneration (salary) will not
exceed ¥960 million per year (of which the amount for Outside Directors: not exceeding ¥100 million per year)(however, not including the amount equivalent to employee’s salary for Directors who concurrently serve as
employees).
Currently, the Company has moved into the next phase of its business environment. This includes plans to offer new
services based on interconnection with NTT DOCOMO, INC.’s voice and SMS networks in May 2026. Therefore,
to strengthen the management structure and to further link the remuneration of the Company’s Directors (excluding
Outside Directors, hereinafter referred to as “Executive Directors”) with the Company’s business performance, andto give the Executive Directors an incentive to improve the Company’s business performance continuously, theCompany would like to introduce a new monetary remuneration (performance-based remuneration) for Executive
Directors as follows. This is separate from monetary remuneration (salary), non-monetary remuneration (company
housing), and non-monetary remuneration (restricted stock). Your approval for this is requested.
The monetary remuneration (performance-based remuneration) for Executive Directors for the fiscal year ending
March 31, 2025 shall be no more than three-fourths of the amount calculated in the following manner.
Calculation method of monetary remuneration (performance-based remuneration) for Executive Directors:
It shall be within the range of the annual amount of monetary remuneration (salary) of each Executive Director
multiplied by the average (0 to 1.5) of a coefficient set according to the growth rate of consolidated net sales ((i)
below) and a coefficient set according to the growth rate of consolidated operating income ((ii) below).
(i) Coefficient set according to growth rate of consolidated net sales
Growth rate of consolidated net sales in the previous fiscal year relative toconsolidated net sales in the fiscal year before the lastLess than 10%
10% or more but less than 20%
20% or more but less than 30%
Over 30%(ii) Coefficient set according to growth rate of consolidated operating income
Growth rate of consolidated operating income in the previous fiscal year
relative to consolidated operating income in the fiscal year before the lastLess than 20%
20% or more but less than 30%
30% or more but less than 40%
Over 40%-8-

Coefficient
0
0.5
1.0
1.5

Coefficient
0
0.5
1.0
1.5

The contents of this proposal have been determined through deliberation and resolution by the Board of Directors,
taking into consideration the Company’s business environment, the remuneration system and its payment level for
Directors and other officers, the current number of Directors and other officers, and future trends, among other factors,
and the Company believes that the contents of this proposal are appropriate.
The Company currently has two Executive Directors, and if Proposal No. 1 is approved as originally proposed, thenumber of Executive Directors will remain unchanged.
If this proposal is approved as originally proposed, the Company plans to revise the policy for determining the
Directors’ remuneration, etc., as described on pages 29 to 31 of this document in accordance with this proposal(available in Japanese only).

-9-