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: 4826
September 3, 2024
Start date of measures for electronic provision: August 28, 2024
To Our Shareholders:
Akihiko Sakamoto
President
Computer Institute of Japan, Ltd.
1-2-5 Takashima, Nishi-ku, Yokohama-shi,
Kanagawa

Notice of the 49th Annual General Meeting of Shareholders
We are pleased to inform you that the 49th Annual General Meeting of Shareholders of Computer Institute of Japan,
Ltd. (the “Company”) is scheduled to be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information in anelectronic format and posts items subject to measures for electronic provision on the Company’s website as the 49th
Annual General Meeting of Shareholders.
The Company’s website:
https://www.cij.co.jp/ir/stock-information/stock-meeting/ (in Japanese)
In addition to posting items subject to measures for electronic provision on the Company’s website above, theCompany also posts this information on the website of the Tokyo Stock Exchange.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the above website, enter the Company’s name “CIJ” or securities code “4826,” and click “Search.”Then, click “Basic information” and select “Documents for public inspection/PR information.”)If you are not attending the meeting in person, you may exercise your voting rights via the Internet or inwriting (by mail). Please review the following Reference Documents for the General Meeting of Shareholders,and exercise your voting rights by one of the following methods by 5:40 p.m. on Wednesday, September 18,
2024 (JST).
[Exercising Voting Rights in Writing (by Mail)]
Please indicate your vote of approval or disapproval of the proposals on the voting form, and return it by postal mailso that it arrives by the deadline indicated above.
[Exercising Voting Rights via the Internet]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/) (in Japanese), use the login
ID and temporary password printed on the voting form, and follow the guidance on the screen to enter your vote of
approval or disapproval of the proposals.

-1-1. Date and Time:Thursday, September 19, 2024, at 10:00 a.m. (JST)(Reception desk will open at 9:00 a.m.)

2. Venue:

The Company’s Seminar Room, 17F, Yokohama Gate Tower
1-2-5 Takashima, Nishi-ku, Yokohama-shi, Kanagawa

3. Purpose of the Meeting:
Matters to Be Reported
1. The Business Report, the Consolidated Financial Statements, and the reports on the auditof the Consolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board for the 49th fiscal year (from July 1, 2023 to June 30, 2024)
2. The Non-consolidated Financial Statements for the 49th fiscal year (from July 1, 2023
to June 30, 2024)
Matters to Be Resolved
Proposal No. 1
Election of Eight Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member
Proposal No. 3
Revision of Amount of Remuneration for Directors
 When attending the general meeting of shareholders in person, you are kindly requested to submit the voting form
for exercise of voting rights at the reception desk.
 If there is no indication of approval or disapproval of a proposal on a voting form exercised in writing (by mail),
it will be treated as an indication of approval.
 For this general meeting of shareholders, we have delivered paper-based documents stating the items subject tomeasures for electronic provision to all shareholders, regardless of whether or not they have requested them. Of
the items subject to measures for electronic provision, the following items have been posted on each of thewebsites, in accordance with the provisions of relevant laws and regulations and the Company’s Articles ofIncorporation. Consequently, the relevant items are not included in these documents. Therefore, the Consolidated
Financial Statements and Non-consolidated Financial Statements included in these documents are a part of theConsolidated Financial Statements and the Non-consolidated Financial Statements audited by the Audit &Supervisory Board Members in the course of the preparation of their audit reports. Furthermore, these documents
are also a part of the Consolidated Financial Statements and the Non-consolidated Financial Statements auditedby the Accounting Auditor in the course of the preparation of the financial audit report.
1. Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
2. Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements If changes are made to the items subject to measures for electronic provision, such changes will be posted on therespective websites where they are posted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Election of Eight Directors

At the conclusion of this meeting, the terms of office of all nine Directors will expire. Therefore, the Company
proposes the election of eight Directors.
The candidates for Director are as follows:
Candidate
No.

1

2

Name

Reelection

Reelection

Position and Responsibilities at the Company

Attendance atBoard ofDirectors
meetings(FY2024)

Akihiko Sakamoto

President and Chief Executive Officer100%(17/17)

Nobuyasu Ibaraki

Director and Managing Executive Officer
General Manager of Administration
Management Div., General Manager ofBusiness Resource Promotion Div.,
Principal Engineer, and Manager of Career
Development & Business Support Dept.

100%(17/17)100%(17/17)100%(17/17)3

Reelection

Atsushi Kawakami

Director and Managing Executive Officer
Head of Sales Sec. and General Manager of
Global Business and Digital Solution R&D
Promotion Div.

4

Reelection

Shigenari Kubo

Director and Senior Executive Officer
General Manager of Digital Innovation
Business Div.
Executive Officer
General Manager of Management Strategy
Div. and Manager of Management Strategy
Promotion Dept.

5

New election Hidehiro Shirasu

6

Reelection

Yuji Kawashima

Outside Independent

Outside Director

100%(17/17)

7

Reelection

Nobuyuki Toda

Outside Independent

Outside Director

100%(17/17)

8

Reelection

Noriko Hanakawa

Outside Independent

Outside Director

100%(13/13)

Reelection Candidate for Director to be reelected
New election Candidate for Director to be newly elected
Outside Candidate for Outside Director
Independent officer as defined by the securities exchange-3-–CandidateNo.

1

Reelection

Akihiko Sakamoto (Date of birth: February 1, 1964) Number of the Company’s shares owned ...... 275,896[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
May 1988
Joined the Company
July 2015
Director and Senior Executive Officer, andGeneral Manager of SI Business Div.
July 2006
Manager of Wide Business Sales Dept. of WideBusiness Div.
July 2016
Director and Managing Executive Officer, andGeneralManager of Sales Div.
Apr. 2007
Manager of Wide Business Sales Dept. of WideBusiness Div., and General Manager of Chubu
July 2017
Director and Managing Executive Officer, andBranchGeneral Manager of Sales Div. and Manager ofSales Dept. III
July 2008
Manager of Management Planning Dept.
Aug.
2017
Presidentof Custanet Co., Ltd. (current
July 2010
Executive Officer, and Manager of
position)Management Planning Dept.
July 2018
Director and Managing Executive Officer, andJuly 2011
Executive Officer, and General Manager of SI
General Manager of Sales Div.
Business Div., and Manager of Development
Support Solution Dept.
Sept. 2018
President and Chief Executive Officer, andGeneral Manager of Sales Div.
Sept. 2011
Director and Executive Officer, and General
Manager of SI Business Div., and Manager ofJuly 2019
President and Chief Executive Officer
Development Support Solution Dept.
(current position)
July 2014
Director and Senior Executive Officer, andGeneral Manager of SI Business Div., andManager of Development Support Solution
Dept.
Reasons for nomination as candidate for Director
Akihiko Sakamoto has a wealth of business experience and a high level of insight in the Company’s business and overall business
management, having served in important positions for many years in the Company’s Business Division, Sales Division andManagement Planning Department and serving as President and Chief Executive Officer of the Company for six years.
The Company has determined that he will utilize this experience and insight in overseeing the overall management of the Group and,while leading changes toward the achievement of sustainable growth, will appropriately supervise the execution of business.
Therefore, the Company has nominated him as a candidate for Director.

-4-CandidateNo.

2

Nobuyasu Ibaraki

Reelection(Date of birth: February 4, 1960) Number of the Company’s shares owned .......168,708[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1987
Joined the Company
July 2012Manager of Information System Dept. ofBusiness Resource Promotion Div.
July 2006
General Manager of SI Business Div. andManager of Solution Technology Development
July 2014
Executive Officer, and General Manager of
Dept.
Business Resource Promotion Div., andManager of Information System Dept.
July 2007
Executive Officer, and General Manager of SI
July 2016
Senior Executive Officer, and General Manager
Business Div., Manager of Solution
Technology Development Dept., and Generalof Business Resource Promotion Div. andManager of Communication & Embedded
Manager of Information System Dept.
Business Div.
Sept. 2017
Director and Senior Executive Officer, andJuly 2008
Executive Officer, and General Manager of SI
General Manager of Business Resource
Business Div., General Manager ofPromotion Div., and Manager of Information
Communication & Embedded Business Div.,
System Dept.
and Manager of Embedded System
July 2021
Director and Managing Executive Officer, andDevelopment Dept.
General Manager of Administration
Sept. 2009
Director and Executive Officer, and General
Management Div., General Manager ofManager of SI Business Div., General Manager
Business Resource Promotion Div., andof Communication & Embedded Business Div.,Manager of Information System Dept.
and Manager of Embedded System
July 2023
Director and Managing Executive Officer, andDevelopment Dept.
General Manager of Administration
July 2010
Director and Executive Officer, and General
Management Div., General Manager ofManager of SI Business Div., General Manager
Business Resource Promotion Div., Principalof Communication & Embedded Business Div.,
Engineer, and Manager of Information System
Manager of Solution Promotion Dept., and
Dept.
Manager of Embedded System Development
May 2024
Director and Managing Executive Officer, and
Dept.
General Manager of Administration
July 2011
Director, and Manager of Information System
Management Div., General Manager ofDept. of Administration Management Div.
Business Resource Promotion Div., Principal
Engineer, Manager of Information System
Sept. 2011
Manager of Information System Dept. ofDept., and Manager of Career Development &Administration Management Div.
Business Support Dept.
July 2024
Director and Managing Executive Officer,
and General Manager of Administration
Management Div., General Manager ofBusiness Resource Promotion Div., Principal
Engineer, and Manager of Career
Development & Business Support Dept.
(current position)
Reasons for nomination as candidate for Director
Nobuyasu Ibaraki has a wealth of business experience and a high level of insight in the Group’s business and a high level of expertisein the business promotion field, having served in important positions for many years in the Company’s Business Division and serving
in important positions in the Administration Management Division and Business Resource Promotion Division, which is amanagement department.
The Company has determined that he will utilize this experience and insight in promoting transformation of the business model andbusiness streamlining toward further growth of the Group, and will appropriately supervise the execution of business. Therefore, theCompany has nominated him as a candidate for Director.

-5-CandidateNo.

3

Reelection

Atsushi Kawakami (Date of birth: September 12, 1970) Number of the Company’s shares owned .....77,844[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Mar. 2000
Joined the Company
July 2018
Executive Officer, and General Manager ofFinancial Business Div.
July 2011
Manager of Financial Solution Dept. of SI
Business Div.
Sept. 2018
Director and Executive Officer, and General
Managerof Financial Business Div.
July 2015
Deputy General Manager of SI Business Div.,and Manager of Financial Solution Dept.
July 2019
Director and Managing Executive Officer, andGeneral Manager of Sales Div., and General
July 2016
Executive Officer, and General Manager ofManager of Financial Business Div.
Financial Business Div. and Manager ofJuly 2020
Director and Managing Executive Officer, andFinancial Solution Dept. IV
General Manager of Sales Div.
July 2017
Executive Officer, and General Manager ofFinancial Business Div., and Manager ofSept. 2020
Part-time Director
Financial Solution Dept. V
Sept. 2020
President of CIJ Next Co., Ltd. (current
position)
July 2024
Director and Managing Executive Officer,and Head of Sales Sec., and General
Manager of Global Business and Digital
Solution R&D Promotion Div. of theCompany (current position)
Reasons for nomination as candidate for Director
Atsushi Kawakami has experience and achievements and a high level of insight in the Company’s business, having served inimportant positions in the Company’s Business Division and serving in important positions in the Sales Division that oversee sales for
the Company.
The Company has determined that he will utilize this experience and insight in further promoting Group synergies by strengthening
cooperation between the companies toward further growth of the Group, and will appropriately supervise the execution of business.
Therefore, the Company has nominated him as a candidate for Director.

-6-

Candidate
No.

4

Shigenari Kubo

(Date of birth: May 8, 1964)

Reelection
Number of the Company’s shares owned ........ 85,330[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1989
Joined NTT DATA Communications Systems
Apr. 2017
Executive Officer, and Deputy General
Corporation
Manager of Wide Business Div., General
Manager of Seibu Branch, and General
July 2010
General Manager of Second System
Manager of Kyushu BranchManagement of e-community Department ofJuly 2017
Executive Officer, and Deputy General
Regional Business Sector of NTT DATA
Corporation
Manager of Wide Business Sec., and General
Manager of Wide Business Div.
July 2013
General Manager of Second System
Management Section of Second Public
July 2018
Executive Officer, and General Manager ofDepartment of Public Sector 1
Wide Business Div.
Oct. 2016
Deputy General Manager of Wide Business
Sept. 2019
Director and Executive Officer, and GeneralDiv. of the Company
Manager of Wide Business Div.
Feb. 2017
Deputy General Manager of Wide Business
July 2020
Director and Senior Executive Officer, andDiv., General Manager of Seibu Branch, andGeneral Manager of Prime Business Div.
General Manager of Kyushu Branch
July 2021
Director and Senior Executive Officer, andHead of Sales Sec.
July 2024
Director and Senior Executive Officer, andGeneral Manager of Digital Innovation
Business Div. (current position)
Reasons for nomination as candidate for Director
Shigenari Kubo has a wealth of business experience and a high level of insight in the Company’s business, having served in important
positions in business divisions at companies in the same industry as the Company prior to serving in important positions in the
Company’s Business Division.
The Company has determined that he will utilize this experience and insight in promoting the development of new businesses andbusiness streamlining toward further growth of the Group, and will appropriately supervise the execution of business. Therefore, theCompany has nominated him as a candidate for Director.

-7-

CandidateNo.

5

Hidehiro Shirasu

New election(Date of birth: November 23, 1978) Number of the Company’s shares owned ... 14,990[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 2001
Joined the Company
July 2021
Executive Officer, and Deputy General
Manager of Administration Management Div.,
July 2014
Manager of Communication & Embedded
Manager of Legal Affair & Internal Audit
Solution Dept. of SI Business Div.
Dept., and Manager of Management Strategy
July 2016
Manager of Prime Solution Dept. I of Wide
Promotion Dept.
Business Div.
July
2023
Executive Officer, and General Manager ofJuly 2019
Manager of Prime Solution Dept. II of WideManagement
Strategy Div. and Manager ofBusiness Div.
Management Strategy Promotion Dept.
July 2020
Deputy General Manager of Administration(current position)
Management Div., Manager of Legal Affair
Aug.
2023
Presidentof i-BRIDGE Inc. (current& Internal Audit Dept., and Manager of
position)Management Strategy Promotion Dept.
Aug. 2023
Director of i-BRIDGE Systems Philippines,
Aug. 2020
Director of Custanet Co., Ltd. (current
Inc. (current position)
position)Aug. 2023
Director of a-LINK Corporation (current
position)
Reasons for nomination as candidate for Director
Hidehiro Shirasu has a wealth of business experience and a high level of insight in the Group’s business and knowledge in the overallbusiness management, having served in important positions in the Company’s Business Division and serving in important positions in
the Administration Management Division, which is a management department, and Management Strategy Division.
The Company has determined that he will utilize this experience and insight in promoting transformation of the business model andbusiness streamlining toward further growth of the Group, and will appropriately supervise the execution of business. Therefore, theCompany has nominated him as a candidate for Director.

-8-

CandidateNo.

6

Yuji Kawashima

Reelection Outside Independent(Date of birth: March 4, 1956) Number of the Company’s shares owned ........... 7,600[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1979
Joined Nippon Telegraph and Telephone Public
June 2017CEO and President of NTT DATA
Corporation
INSTITUTE OF MANAGEMENTCONSULTING, Inc.
Apr. 1994
General Manager in charge of Public
Administration System Sector of NTT DATA
June 2020
Standing Corporate Auditor of NTTDATA
Communications Systems Corporation
CUSTOMER SERVICE Corporation
June 2007
Senior Vice President and Senior Executive
June 2021
Director and Vice President of SYSTEMManager of Second Public Administration
COORDINATE CO., LTD.
System Sector of NTT DATA Corporation
June 2021
Outside Director of TDC SOFT Inc.
June 2012
Executive Vice President and Senior Executive
Sept. 2021
Outside Director of the Company (current
Manager of Regional Business Sector
position)
June 2013
Representative Director and Senior Executive
Apr. 2022
Director and President of SYSTEM
Vice President of NTT DATA i
COORDINATE CO., LTD. (current
CORPORATION
position)
June 2014
President and Chief Executive Officer
Reasons for nomination as candidate for Outside Director, overview of roles expected to be performed, etc.
Yuji Kawashima has a high level of insight regarding the Company’s business and a wealth of experience and achievements as acorporate manager, having served in important positions and management at companies in the same industry as the Company.
The Company has determined that he will utilize this experience and insight and will appropriately supervise the execution of theCompany’s business. In addition, the Company expects that he will contribute to the realization of more transparent management by
providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders.
Therefore, the Company has nominated him as a candidate for Outside Director. If he is elected, he will participate from an objective
and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determinationof their remuneration, etc. as member of the Nomination and Compensation Committee.
At the conclusion of this meeting, his tenure as Outside Director of the Company will have been three years.

-9-CandidateNo.

7

Nobuyuki Toda

(Date of birth: July 7, 1957)

Reelection Outside Independent
Number of the Company’s shares owned ........... 5,100[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1980
Joined Hitachi, Ltd.
Apr. 2013
Executive Officer and General Manager ofGovernment & Public Corporation Information
June 2000
Head of Local Government System Control
Systems Division of Social, Government &Center of Government & Public Corporation
Public Corporation Information Systems
Information Systems Division of Government
Headquarters of Hitachi Solutions, Ltd.
& Public Corporation Information Systems
Apr.
2015
President and Representative Director ofGroup
HitachiINS Software, Ltd.
Apr. 2006
General Manager of Nationwide Government &Apr. 2018
President and Chief Executive Officer of
Public Corporation Information Systems
Hitachi Social Information Services, Ltd.
Headquarters of Government & Public
Corporation Information Systems Division ofApr. 2020
Senior Executive Advisor
Information & Telecommunication Group
Sept. 2022
Outside Director of the Company (current
Apr. 2010
General Manager of Government & Public
position)
Corporation Information Systems Division ofInformation & Telecommunication Systems
Company
Apr. 2010
Chairman of Hitachi Beijing Tech Information
Systems Co., Ltd.
Reasons for nomination as candidate for Outside Director, overview of roles expected to be performed, etc.
Nobuyuki Toda has a high level of insight regarding the Company’s business and a wealth of experience and achievements as acorporate manager, having served in important positions and management at companies in the same industry as the Company.
The Company has determined that he will utilize this experience and insight and will appropriately supervise the execution of theCompany’s business. In addition, the Company expects that he will contribute to the realization of more transparent management by
providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders.
Therefore, the Company has nominated him as a candidate for Outside Director. If he is elected, he will participate from an objective
and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determinationof their remuneration, etc. as member of the Nomination and Compensation Committee.
At the conclusion of this meeting, his tenure as Outside Director of the Company will have been two years.

- 10 -

Candidate
No.

8Noriko Hanakawa

Reelection Outside Independent(Date of birth: August 21, 1961) Number of the Company’s shares owned .............. 100[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1984
Joined the Company
Apr. 2004
Associate Professor of Graduate School ofManagement & Information Technology ofMar. 2000
Obtained a doctorate degree (engineering)
Faculty of Management Information(Nara Institute of Science and Technology)
Apr.
2005
Head of Information Center
Apr. 2000
Joined Hitachi, Ltd.
Apr.
2006
Professor of Graduate School of Management
Apr. 2002
Full-time Lecturer of Graduate School of& Information Technology of Faculty ofManagement & Information Technology ofManagement Information
Faculty of Management Information of Hannan
Apr. 2016
Dean of Graduate School of Management &University
Information Technology
Sept. 2023
Outside Director of the Company (current
position)
Apr. 2024
Professor of Graduate School ofManagement & Information Technology ofFaculty of Information Sciences of Hannan
University (current position)
Reasons for nomination as candidate for Outside Director, overview of roles expected to be performed, etc.
Noriko Hanakawa has a high level of insight and knowledge regarding the Company’s business.
The Company has determined that she will utilize this insight and knowledge and will appropriately supervise the execution of theCompany’s business. In addition, the Company expects that she will contribute to the realization of more transparent management by
providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders.
Therefore, the Company has nominated her as a candidate for Outside Director. If she is elected, she will participate from an objective
and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determinationof their remuneration, etc. as member of the Nomination and Compensation Committee.
Although she has never been directly involved in the management of a company, the Company has determined that she willappropriately fulfill her duties as an Outside Director based on the above reasons.
At the conclusion of this meeting, her tenure as Outside Director of the Company will have been one year.
(Notes) 1. There is no special interest between any of the candidates for Director and the Company.
2. Yuji Kawashima, Nobuyuki Toda, and Noriko Hanakawa are candidates for Outside Director.
3. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Yuji Kawashima, Nobuyuki Toda, and Noriko
Hanakawa have been designated as independent officers as provided for by the aforementioned exchange. If their reelection
is approved, the Company plans for their designation as independent officers to continue.
4. The Company has entered into limited liability agreements with Yuji Kawashima, Nobuyuki Toda, and Noriko Hanakawa
to limit their liability under Article 423, paragraph (1) of the Companies Act pursuant to the Company’s Articles ofIncorporation. If their reelection is approved, the Company plans to renew the aforementioned agreement with them. The
limitation of liability under such agreement is the amount specified by laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy covers losses that may arise from assumption of liabilityof the insured, including Director of the Company, incurred in the course of the performance of duties or receipt of claims
pertaining to the pursuit of such liability. If each candidate is elected and assumes the office as Director, the Company plans
to include every such Director as an insured in the insurance policy. In addition, when the policy is renewed, the Company
plans to renew the policy with the same terms.

- 11 -

Proposal No. 2

Election of One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Hitokazu Tanabe will expire at the conclusion of thismeeting. Therefore, the Company proposes the election of one Audit & Supervisory Board Member. In addition, theconsent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:

Eiji Ueki(Date of birth: June 18, 1958)

New election Outside Independent
Number of the Company’s shares owned ................. 0[Career summary, position in the Company, and significant concurrent positions outside the Company]
Apr. 1981
Joined Nippon Telegraph and Telephone Public
June 2021
Representative Director of NTT DATA
Corporation
FORCE CORPORATION
June 2009
Senior Vice President of NTT DATA
June 2021
Outside Director of The Bank of Kyoto, Ltd.
Corporation
Apr. 2022
Representative Director of NTT DATA
June 2013
Director and Senior Vice President
FINANCIAL TECHNOLOGYCORPORATION.
June 2014
Director and Executive Vice President
June
2022
Directorof NTT DATA FORCE
June 2016
Representative Director and Executive Vice
CORPORATION
President
Oct. 2023
Outside Director (Audit and Supervisory
June 2017
Representative Director and Senior Executive
Committee Member) of Kyoto Financial
Vice PresidentGroup, Inc. (current position)
June 2018
Representative Director of NTT DATASYSTEM TECHNOLOGIES INC.
Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Eiji Ueki has a wealth of experience and achievements and a high level of insight as a corporate manager, having served incorporate management at companies in the same industry as the Company.
The Company has determined that he will utilize this experience and insight and will appropriately audit the business execution of the
Directors. In addition, the Company has determined that he will contribute to the realization of more transparent management by
providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders.
Therefore, the Company has nominated him as a candidate for Outside Audit & Supervisory Board Member.
(Notes) 1. There is no special interest between Eiji Ueki and the Company.
2. Eiji Ueki is a candidate for Outside Audit & Supervisory Board Member.
3. If the election of Eiji Ueki is approved, the Company plans for his designation as an independent officer as provided for by
Tokyo Stock Exchange, Inc.
4. If the election of Eiji Ueki is approved, the Company plans to enter into limited liability agreement with him to limit his
liability under Article 423, paragraph (1) of the Companies Act pursuant to the Company’s Articles of Incorporation. The
limitation of liability under such agreement is the amount specified by laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy covers losses that may arise from assumption of liabilityof the insured, including Audit & Supervisory Board Member of the Company, incurred in the course of the performanceof duties or receipt of claims pertaining to the pursuit of such liability. If the candidate is elected and assumes the office as
Audit & Supervisory Board Member, the Company plans to include every such Audit & Supervisory Board Member as aninsured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with thesame terms.

- 12 -

Proposal No. 3

Revision of Amount of Remuneration for Directors

At the 24th Annual General Meeting of Shareholders held on September 17, 1999, it was resolved that the maximum
amount of monetary remuneration for Directors of the Company shall be up to ¥180 million.
In addition, apart from monetary remuneration, at the 46th Annual General Meeting of Shareholders held on
September 16, 2021, it was resolved that the maximum amount of remuneration for granting restricted shares to
Directors (excluding Outside Directors) shall be up to 35,000 shares or less per annum (the maximum number ofshares shall be up to 126,000 shares or less per annum after adjustment due to a 1.2-for-1 stock split of commonshares effective April 1, 2022, a 2-for-1 stock split of common shares effective April 1, 2023, and a 1.5-for-1 stock
split of common shares effective April 1, 2024).
Taking into consideration the officer remuneration system, level of remuneration paid, and the increase in the number
of Directors and subsequent changes in economic conditions, the Company proposes to revise the amount ofmonetary remuneration for Directors to up to ¥280 million or less per annum (of which the amount of remuneration
for Outside Directors shall be up to ¥30 million or less per annum). There is no change to the maximum amount of
remuneration for granting restricted shares.
The current number of Directors is nine (of which four are Outside Directors), and if Proposal No. 1 is approved andadopted as originally proposed, the number of Directors will be eight (of which three are Outside Directors).
As stated in the Business Report, “3. Matters Concerning Corporate Officers, (4) Remuneration, etc. of Directors
and Audit & Supervisory Board Members, (i) Policy Concerning Determination of Details of Remuneration, etc. of
Directors,” the Company has established a policy for determining the details of individual remuneration, etc. of
Directors. This proposal was determined by the Board of Directors after obtaining the report of the Nomination andCompensation Committee, which is composed of a majority of independent Outside Directors, and is considered tobe appropriate.

- 13 -

(Reference) Overview of the Company’s Board of Directors structure if Proposal No. 1 is Approved
The abilities and experience possessed by each Director are as follows:
Abilities and experience
Name

Position in the Company

Akihiko
Sakamoto

President
Chief Executive Officer

Nobuyasu
IbarakiDirector
Managing Executive Officer

AtsushiKawakami

Director
Managing Executive Officer

Shigenari
Kubo

Director
Senior Executive Officer

Hidehiro
Shirasu

Director
Executive Officer

Yuji
Kawashima

Director

Nobuyuki
Toda
NorikoHanakawa(Notes)Independent
officer

IT
Corporate
development
management
and R&D●●

Sales andmarketing

●

●
●

●

●

●

●

HR, labor,Business
Legal affairs
andadministration Finance andand risk
personnel(including accounting
management
development
ESG)

●

●

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Globalexperience

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Director

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Director

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1. The list above does not reflect all of the insight possessed by each Director.
2. President will be appointed at the Board of Directors meeting after the conclusion of this general meeting of shareholders.

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