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
August 29, 2022
To Our Shareholders:
Akihiko Sakamoto
President
Computer Institute of Japan, Ltd.
1-2-5 Takashima, Nishi-ku, Yokohama-shi,
Kanagawa

Notice of the 47th Annual General Meeting of Shareholders
We are pleased to inform you that the 47th Annual General Meeting of Shareholders of Computer Institute of Japan,
Ltd. (the “Company”) is scheduled to be held as described below.
You may exercise your voting rights by one of the following methods. Please review the following Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:40 p.m. on
Wednesday, September 14, 2022 (JST).
[Exercising Voting Rights in Writing (by Mail)]
Please indicate your vote of approval or disapproval of the proposals on the enclosed voting form, and returnit by postal mail so that it arrives by the deadline indicated above.
[Exercising Voting Rights by Electromagnetic Method (via the Internet)]
Please enter your vote of approval or disapproval by the deadline indicated above.
1. Date and Time:Thursday, September 15, 2022, 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 theaudit of the Consolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board for the 47th fiscal year (from July 1, 2021 to June 30, 2022)
2. The Non-consolidated Financial Statements for the 47th fiscal year (from July 1, 2021
to June 30, 2022)
Matters to Be Resolved
Proposal No. 1
Amendment to the Articles of Incorporation
Proposal No. 2
Election of Nine Directors-1- Of the attached documents to this Notice, the following items have been posted on the Company’s website, in
accordance with the provisions of relevant laws and regulations and the Company’s Articles of Incorporation.
Consequently, the relevant documents are not included in the Notice.
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
 The Consolidated Financial Statements and Non-consolidated Financial Statements included in the attacheddocuments to this Notice are a part of the Consolidated 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 Nonconsolidated Financial Statements audited by the Accounting Auditor in the course of the preparation of thefinancial audit report.

When attending the general meeting of shareholders in person, you are kindly requested to submit the enclosed voting form forexercise of voting rights at the reception desk.



If changes are made to the contents of the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, or Non-consolidated Financial Statements, such changes will be posted on the Company’s
website immediately.

The Company’s website (https://www.cij.co.jp/en/)-2-

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

Amendment to the Articles of Incorporation

1. Reason for the amendment
The revised provisions set forth in the proviso to Article 1 of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022. Accordingly, theCompany proposes to make the following changes to the Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 15 (Measures, etc. for Providing Information in Electronic Format), Paragraph 1 in “Proposed
Amendment” will be established due to the Company’s obligation to prescribe measures for providing
information contained in the reference documents for the general meeting of shareholders, etc. in electronic
format.
(2) Article 15 (Measures, etc. for Providing Information in Electronic Format), Paragraph 2 in “Proposed
Amendment” will be established to enable the Company to limit the scope of matters to be included in thepaper copy to be sent to shareholders who have requested it to matters stipulated in the Ministry of Justice
Order, among the information contained in the reference documents for the general meeting of shareholders,etc. to be provided in electronic format.
(3) The provision of Article 15 of the current Articles of Incorporation (Internet Disclosure of Reference
Documents for the General Meeting of Shareholders, etc.) will be deleted, as it will no longer be required
after the introduction of the system for providing informational materials for the general meeting ofshareholders in electronic format.
(4) Supplementary provisions will be established related to the effect of the provisions to be deleted above.
These supplementary provisions will be deleted after a certain date.
2. Details of the amendment
The details of the amendment are as follows:(Amended parts are underlined.)

Current Articles of Incorporation

Proposed Amendment(Internet Disclosure of Reference Documents for
the General Meeting of Shareholders, etc.)
Article 15.
When the Company convenes a general
meeting of shareholders, it may disclose
information that is to be stated or indicated in
the reference documents for the general
meeting of shareholders, business report, nonconsolidated financial statements and/or
consolidated financial statements via theInternet in accordance with the provisions
prescribed by the Ministry of Justice Order.
(Newly established)(Deleted)(Measures, etc. for Providing Information in Electronic
Format)Article 15.
1. When the Company convenes a general meetingof shareholders, it shall take measures forproviding information that constitutes the content
of reference documents for the general meetingof shareholders, etc. in electronic format.

-3-Current Articles of Incorporation(Newly established)(Newly established)

Proposed Amendment
2. Among items for which the measures forproviding information in electronic format will
be taken, the Company may exclude all or someof those items designated by the Ministry ofJustice Order from statements in the paper-based
documents to be delivered to shareholders whorequested the delivery of paper-based documents
by the record date of voting rights.
(Supplementary Provisions)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
Article 1.
1. Article 15 of the Articles of Incorporation(Internet Disclosure of Reference Documents for
the General Meeting of Shareholders, etc.) shallremain effective regarding any general meetingof shareholders held on a date within six months
from September 1, 2022.
2. The provisions of this article shall be deleted on
the date when six months have elapsed from
September 1, 2022 or three months have elapsed
from the date of the general meeting ofshareholders in the preceding paragraph,
whichever is later.

-4-

Proposal No. 2

Election of Nine Directors

At the conclusion of this meeting, the terms of office of all nine Directors will expire. Therefore, the Company
proposes the election of nine Directors.
The candidates for Director are as follows:

Candidate
No.

Name

Position and Responsibilities at the Company

Attendance atBoard ofDirectors
meetings(FY2022)1

Reelection Akihiko Sakamoto

President and Chief Executive Officer100%(17/17)2

Reelection Masami Takamisawa

Director
Principal Engineer

100%(17/17)3

Reelection Nobuyasu Ibaraki

Director and Managing Executive Officer
General Manager of Administration
Management Div., General Manager ofBusiness Resource Promotion Div., andManager of Information System Dept.

100%(17/17)

4

Reelection Shigenari Kubo

Director and Senior Executive Officer
Head of Sales Sec.

100%
(17/17)

5

Reelection Hirokazu Sakurai

Director and Executive Officer
General Manager of Financial Business Div.

100%
(13/13)

6

Reelection Atsushi Kawakami

Director (part-time)100%(17/17)

7

Reelection Makoto Oya

Outside Independent Outside Director

100%(17/17)

8

Reelection Yuji Kawashima

Outside Independent Outside Director

92.3%(12/13)9

New election Nobuyuki Toda

Outside Independent

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

-5-

–

–

CandidateNo.

1

Reelection

Akihiko Sakamoto (Date of birth: February 1, 1964) Number of the Company’s shares owned ........ 68,282[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, andGeneral Manager of Sales Div.
Apr. 2007
Manager of Wide Business Sales Dept. of Wide
July 2017
Business Div., and General Manager of Chubu
Director and Managing Executive Officer, andBranchGeneral Manager of Sales Div. and Manager ofSales Dept. III
July 2008
Manager of Management Planning Dept.
Aug.
2017
President of 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. of the Company
Business Div., and Manager of Development
Sept. 2018
Support Solution Dept.
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 four 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.

-6-

CandidateNo.

2

Reelection

Masami Takamisawa (Date of birth: April 16, 1956) Number of the Company’s shares owned ... 160,199[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1979
Joined the Company
July 2010
Director and Senior Executive Officer, and in
charge of Management Planning/Legal Dept.,
July 1998
General Manager of Tokyo Branch
Principal Engineer, General Manager ofJuly 2001
General Manager of Mobile Technology
Business Resource Promotion Div., OfficeBusiness Div.
Manager of PMO and Standardization
July 2002
Principal Engineer
Promotion Office, and Office Manager of Legal
Sept. 2004
Director and Principal Engineer
Affair & Internal Audit Dept.
July 2006
Director and Executive Officer, and Principal
July 2012
Director and Senior Executive Officer, and inEngineer, and Office Manager of Management
charge of Management Planning, in charge ofInformation Planning Office
Technology Dept., Principal Engineer, General
July 2007
Director and Executive Officer, and Principal
Manager of Business Resource Promotion Div.,
Engineer and Manager of Management
Office Manager of PMO and Standardization
Information Planning Office
Promotion Office, and Office Manager of Legal
Affair & Internal Audit Dept.
Mar. 2008
Director and Executive Officer, and Principal
Engineer, and Manager of Management
July 2014
Director and Senior Executive Officer, andPlanning Dept.
Principal Engineer, Manager of Management
Planning Dept., and Office Manager of Legal
July 2008
Director and Senior Executive Officer, and in
Affair & Internal Audit Dept.
charge of Management Planning/Legal Dept.,
Principal Engineer, General Manager ofJuly 2018
Director and Senior Executive Officer, andBusiness Resource Promotion Div., and OfficePrincipal Engineer, General Manager ofManager of Legal Affair & Internal Audit Dept.
Administration Management Div., and Office
Manager of Legal Affair & Internal Audit Dept.
Sept. 2018
Director and Managing Executive Officer, andPrincipal Engineer, General Manager of
Administration Management Div., and Office
Manager of Legal Affair & Internal Audit Dept.
July 2020
Director and Managing Executive Officer, andPrincipal Engineer and General Manager of
Administration Management Div.
July 2021
Director and Principal Engineer (current
position)
Reasons for nomination as candidate for Director
Masami Takamisawa has a wealth of business experience and a high level of insight in the Company’s business and overall business
management and a high level of expertise in the field of software development technology, having been in charge of technical areas of
the Company as Principal Engineer for many years and serving in important positions in the Management Planning Department, Legal
Department, Business Resource Promotion Division and other administration management departments.
The Company has determined that he will utilize this experience and insight for the promotion of strategic R&D, enhancement ofcorporate governance and other measures, which will serve as the foundation of sustainable growth of the Group, and willappropriately supervise the execution of business. Therefore, the Company has nominated him as a candidate for Director.

-7-

CandidateNo.

3

Nobuyasu Ibaraki

Reelection(Date of birth: February 4, 1960) Number of the Company’s shares owned ........ 41,036[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1987
Joined the Company
July 2011
Director, and Manager of Information System
Dept. of Administration Management Div.
July 2006
General Manager of SI Business Div. andManager of Solution Technology Development
Sept. 2011
Manager of Information System Dept. of
Dept.
Administration Management Div.
July 2007
July 2012
Executive Officer, and General Manager of SI
Manager of Information System Dept. ofBusiness Div., Manager of Solution
Business Resource Promotion Div.
Technology Development Dept., and General
July 2014
Executive Officer, and General Manager ofManager of Communication & Embedded
Business Resource Promotion Div., andBusiness Div.
Manager of Information System Dept.
July 2008
Executive Officer, and General Manager of SI
July 2016
Senior Executive Officer, and General Manager
Business Div., General Manager ofof Business Resource Promotion Div. andCommunication & Embedded Business Div.,Manager of Information System Dept.
and Manager of Embedded System
Sept. 2017
Director and Senior Executive Officer, andDevelopment Dept.
General Manager of Business Resource
Sept. 2009
Director and Executive Officer, and General
Promotion Div., and Manager of Information
Manager of SI Business Div., General Manager
System Dept.
of Communication & Embedded Business Div.,
July 2021
Director and Managing Executive Officer,
and Manager of Embedded System
and General Manager of Administration
Development Dept.
Management Div., General Manager ofJuly 2010
Director and Executive Officer, and General
Business Resource Promotion Div., andManager of SI Business Div., General Manager
Manager of Information System Dept.
of Communication & Embedded Business Div.,(current position)
Manager of Solution Promotion Dept., andManager of Embedded System Development
Dept.
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 Business Resource Promotion Division, which is an Administration Management 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.

-8-

Candidate
No.

4

Shigenari Kubo

(Date of birth: May 8, 1964)

Reelection
Number of the Company’s shares owned ........ 14,460[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1989
Apr. 2017
Joined NTT DATA Communications Systems
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
Regional Business Sector of NTT DATA
Executive Officer, and Deputy General
Corporation
Manager of Wide Business Sec., and General
Manager of Wide Business Div.
July 2013
General Manager of Second System
July 2018
Management Section of Second Public
Executive Officer, and General Manager ofDepartment of Public Sector 1
Wide Business Div.
Oct. 2016
Sept. 2019
Deputy General Manager of Wide BusinessDirector and Executive Officer, and GeneralDiv. of the Company
Manager of Wide Business Div.
Feb. 2017
July 2020
Deputy General Manager of Wide BusinessDirector 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. (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.

-9-CandidateNo.

5

Hirokazu Sakurai

Reelection(Date of birth: January 28, 1965) Number of the Company’s shares owned .......... 4,340[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1987
Joined Hitachi, Ltd.
Nov. 2012
Outside Director of Bank Computer Service
Co., Ltd.
Apr. 2004
General Manager in charge of Nationwide
Financial Systems Headquarters 3rd
Apr. 2014
General Manager of Nationwide Financial
Department of Financial Systems Division
Systems Headquarters of Financial Systems
Division of Hitachi, Ltd.
Apr. 2006
General Manager of Nationwide Financial
Systems Headquarters 3rd Department ofJan. 2020
Executive Officer, and Deputy General
Financial Systems Division
Manager of Financial Business Div. of theCompany
May 2006
Outside Director of High-Brain Co., Ltd.
July
2020
Executive Officer, and General Manager ofOct. 2009
Head of Financial Solutions Development
Financial Business Div.
Center of NEXTCAP Solutions Headquartersof Financial Systems Division of Hitachi, Ltd.
Sept. 2020
Director and Vice President of Japan
Financial Engineering Co., Ltd. (current
Oct. 2011
General Manager in charge of Nationwide
position)
Financial Systems Headquarters of Financial
Systems Division
Sept. 2021
Director and Executive Officer, and General
Manager of Financial Business Div. of theCompany (current position)
Reasons for nomination as candidate for Director
Hirokazu Sakurai has a wealth of business experience and a high level of insight in the Company’s business, having served inimportant positions in business divisions within 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.

- 10 -

CandidateNo.

6

Reelection

Atsushi Kawakami (Date of birth: September 12, 1970) Number of the Company’s shares owned .....17,148[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
Manager of Financial Business Div.
July 2015
Deputy General Manager of SI Business Div.,
July 2019and Manager of Financial Solution Dept.
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
Financial Solution Dept. IV
Director and Managing Executive Officer, andGeneral Manager of Sales Div.
July 2017
Executive Officer, and General Manager ofFinancial Business Div., and Manager ofSept. 2020
Part-time Director (current position)
Financial Solution Dept. V
Sept. 2020
President of CIJ Next Co., Ltd. (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 forthe entire Company.
On September 4, 2020, he assumed office as President of the consolidated subsidiary CIJ Next Co., Ltd. The Company has determinedthat he will utilize his wealth of 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, theCompany has nominated him as a candidate for Director.

- 11 -

Candidate
No.

7

Makoto Oya(Date of birth: June 5, 1948)

Reelection Outside Independent
Number of the Company’s shares owned........... 6,000[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1972
Joined Hitachi, Ltd.
Apr. 2010
Head of Media Information Center and Library
Director
Aug. 1996
General Manager of Design Department ofSoftware Division
Sept. 2012
Outside Director of the Company (current
position)Aug. 1999
General Manager of Management Department
Apr. 2013of System Division
Dean of Graduate School of Technology of
Shonan Institute of Technology
Apr. 2003
Professor of Graduate School of Information
Science and Technology of Hokkaido
University
Oct. 2005
Professor of Department of Information
Science of Faculty of Engineering of Shonan
Institute of Technology
Reasons for nomination as candidate for Outside Director, overview of roles expected to be performed, etc.
Makoto Oya has a high level of insight in the Company’s business and a high level of expertise in the field of software development
technology based on his experience as a university professor of information science.
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 provide guidance from an
objective and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and thedetermination of their remuneration, etc. as Chair of the Nomination and Compensation Committee.
At the conclusion of this meeting, his tenure as Outside Director of the Company will have been ten years.

- 12 -

CandidateNo.

8

Yuji Kawashima

Reelection Outside Independent(Date of birth: March 4, 1956) Number of the Company’s shares owned.................. 0[Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company]
Apr. 1979
June 2017
Joined Nippon Telegraph and Telephone Public
CEO and President of NTT DATA
Corporation
INSTITUTE OF MANAGEMENTCONSULTING, Inc.
Apr. 1994
General Manager in charge of Public
June 2020
Administration System Sector of NTT DATAStanding Corporate Auditor of NTTDATA
Communications Systems Corporation
CUSTOMER SERVICE Corporation
June 2007
June 2021
Senior Vice President and Senior Executive
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 one year.

- 13 -

CandidateNo.

9

Nobuyuki Toda

(Date of birth: July 7, 1957)

New election Outside Independent
Number of the Company’s shares owned.................. 0[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
Group
President and Representative Director of
Hitachi INS Software, Ltd.
Apr. 2006
General Manager of Nationwide Government &Public Corporation Information Systems
Apr. 2018
President and Chief Executive Officer of
Headquarters of Government & Public
Hitachi Social Information Services, Ltd.
Corporation Information Systems Division ofApr. 2020
Senior Executive Advisor
Information & Telecommunication Group
Apr. 2010
General Manager of Government & Public
Corporation Information Systems Division ofInformation & Telecommunication Systems
Company
Apr. 2010
Chairman of Hitachi Solutions (China) 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.
(Notes) 1. There is no special interest between any of the candidates for Director and the Company.
2. Makoto Oya, Yuji Kawashima, and Nobuyuki Toda are candidates for Outside Director.
3. The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Makoto Oya and Yuji Kawashima havebeen 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. If the election of Nobuyuki Toda is approved,
the Company plans for his designation as an independent officer.
4. The Company has entered into limited liability agreements with Makoto Oya and Yuji Kawashima to limit their liability
under Article 423, paragraph (1) of the Companies Act pursuant to the Company’s Articles of Incorporation. If theirreelection is approved, the Company plans to renew the aforementioned agreement with them. The limitation of liability
under such agreements is the amount specified by laws and regulations. If the election of Nobuyuki Toda is approved, theCompany plans to enter into the same limited liability agreement with him.
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.

- 14 -

(Reference) Overview of the Company’s Board of Directors structure if Proposal No. 2 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

MasamiTakamisawa

Director

Nobuyasu
Ibaraki

Independent
officer
Corporate

IT
Sales anddevelopment
management
marketingand R&D●●●

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

●

●

●

●

●

●

●

●

●

●

Director
Managing Executive Officer

●

●

●

●

Shigenari
Kubo

Director
Senior Executive Officer●●

Hirokazu
Sakurai

Director
Executive Officer

●

●

●

AtsushiKawakami

Director (part-time)

●

●

●

●

MakotoOya

Director

●

●

●

●

Yuji
Kawashima

Director

●

●

●

●

●

●

Nobuyuki
Toda

Director

●

●

●

●

●

●

●

●

(Note) The list above does not reflect all of the insight possessed by each Director.

- 15 -●●●●●