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: 9702
March 15, 2023
To our shareholders:
Kazufumi Wakao
Representative Director and President
ISB Corporation
5-1-11 Osaki, Shinagawa-ku, Tokyo, Japan

Notice of the 53rd Ordinary General Meeting of Shareholders

We hereby give notice that the 53rd Ordinary General Meeting of Shareholders of ISB Corporation (the “Company”) will
be held as follows.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (matters for which measuresfor providing information in electronic format) in electronic format, and posts this information on the Company’s website.
Please access the website using the internet address shown below to review the information.
Moreover, documents describing matters for which measures for providing information in electronic format at this General
Meeting of Shareholders will be sent to all shareholders regardless of whether a request was made for delivery of
documents.
Company website: https://www.isb.co.jp/ (in Japanese only)(For more information, visit the above website and select “Shareholder and Investor-relations Information,” “Investorrelations Documents,” and “General Shareholders Meeting Related.”)Matters for which measures for providing information in electronic format will also be posted on the website of the Tokyo
Stock Exchange in addition to the Company website. If you are unable to view the matters for which measures for providing
information in electronic format on our Company website, please visit the following site.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)(Access the above website, enter “ISB” for Stock Name (Company Name) or enter the Company’s securities code “9702”
for Code, and click Search. In the search results, select “Basic Information” and confirm the “Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting” field under “Filed information
available for public inspection” on the “Listed Company Details (Documents for Public Inspection/PR Information)” page.)
To prevent the spread of COVID-19, we request that shareholders consider not attending this meeting in person and instead
exercise your voting rights beforehand wherever possible taking into consideration the epidemic situation as well as yourown health condition as of the date of the General Meeting of Shareholders.
Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights via theInternet, etc. or in writing by postal mail by 5:30 p.m. on Wednesday, March 29, 2023.

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Handling when there is no indication of “For” or “Against” a proposal on the voting form
In the event that no indication is given “For” or “Against” a proposal on the form for exercising voting rights, it shall beconsidered an indication of “For.”

Handling of duplicate exercising of voting rights
If you exercise your voting rights in duplicate both via the Internet, etc. and by the voting form via postal mail, the Company
will only deem your exercise via the internet, etc. valid. If you exercise your voting rights via the internet, etc. multiple
times, the vote exercised last shall be deemed valid.

1. Date and Time:Thursday, March 30, 2023, at 2:00 p.m. JST
Please note that the start time is different from the last meeting.

2. Venue:

Conference Room, 2nd floor of the Company’s head office
5-1-11 Osaki, Shinagawa-ku, Tokyo, Japan

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Results of Audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory Committee for the 53rd Fiscal Term
(January 1, 2022 to December 31, 2022).
2. Non-consolidated Financial Statements for the 53rd Fiscal Term (January 1, 2022 to December 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
For those attending the meeting on the day, please submit the voting form at the reception desk. Moreover, if revisions to
the matters for which measures for providing information in electronic format are to be taken arise, a notice of the revisions
and the details of the matters before and after the revisions will be posted on the Company’s aforementioned website andthe Tokyo Stock Exchange website.

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company considers returning profits to shareholders as an important task of management. In order to maintain a soundfinancial position and proactively develop business with this background, the Company’s basic policy is to allocate profits
by comprehensively considering the performance of each fiscal year, strategies for future investments and businessdevelopment, and the dividend payout ratio.
In terms of returning profits to shareholders specifically, the Company emphasizes dividends and targets a dividend payout
ratio of 30% of net profit on a consolidated basis. The Company intends to offer a stable dividend where possible within arange that enables it to maintain room for investments and financial soundness, focusing on the ratio of dividends to net
assets.
In accordance with the above policy, the Company proposes to pay year-end dividends for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amountThe Company plans to offer a dividend of ¥40 (ordinary dividend of ¥40) per share of common stock of the Company.
In this event, the total dividends will be ¥455,544,160.
Effective date of dividends of surplus
The effective date of dividends will be March 31, 2023.

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Proposal No. 2

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter, the same shall apply in this proposal) will expire at the conclusion of this meeting. The Company proposes theelection of six Directors.
The Board of Directors decided upon the candidates for Directors after receiving a report from the Nomination andCompensation Advisory Committee. The Audit and Supervisory Committee has provided the opinion that all Director
candidates are qualified for the position.
The candidates for Director are as follows:
Candidate
No.

Name
Date of birth

Itsuo Wakao
November 25, 1958
1

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1981

Joined the Company

Oct. 1996

Associate Executive Manager, Communication Systems
Business Unit

Apr. 1997

Director, and Executive Manager, Communication Systems
Business Unit

Mar. 2001

Executive Director, and Executive General Manager,
SolutionsMar. 2003

Managing Director, and Executive General Manager,
SolutionsJan. 2007

Managing Director, and Executive General Manager,
Technology Solutions and Services Headquarters

Mar. 2007

Representative Director and President

Jan. 2012

Representative Director and Chairman of Knox Data
Corporation

Sept. 2012

Director of GIOT Corporation (currently, VeriServe
Okinawa Test Center Corporation)

Jan. 2013

Representative Director and Chairman of SMC Corporation
Director and Chairman of ISB Vietnam Company Limited

Jan. 2014

Representative Director and Chairman of Sapporo System
Science Co., Ltd. (currently, SSS Corporation)

Mar. 2017

Representative Director and Chairman of ART Japan Co.,
Ltd.

Jan. 2019

Representative Director and President of T-stock Co., Ltd.
(current position)
Representative Director and Chairman of TAKES Co., Ltd.

Jan. 2021

Representative Director and Chairman of the Company(current position)

Number of theCompany’s
shares owned

79,909Significant concurrent positions outside the Company
President of T-stock Co., Ltd.
Reasons for nomination as candidate for Director
Itsuo Wakao has been involved in management for many years as a Director of the Company and Group companies andhe possesses abundant experience and broad knowledge in the Group’s business areas. As a result, the Company
requests his re-election as a Director.

-4-Candidate
No.

Name
Date of birth

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Sept. 1999

Joined Wakao Shoji Ltd.

Jan. 2002

Joined Software Maintenance Corporation (currently, SMC
Corporation)

Nov. 2002

Transferred to the Company

Jan. 2007

Senior Executive Manager, Subsidiaries Relations Division

Apr. 2008

Senior Executive Manager, Purchasing and Outsourcing
Division

Apr. 2013

Representative Director and President of Wakao Shoji Ltd.
(current position)

Aug. 2013

Manager, Accounting and Finance Division of the Company

Jan. 2014

Executive Officer, Senior Executive Manager, Subsidiaries
Relations Division, and Manager, Management andPlanning Division

Jan. 2015

Executive Officer, Senior Executive Manager, Management
and Planning Division, and Senior Executive Manager,
Subsidiaries Relations Division

Mar. 2016

Director (Full-time Audit and Supervisory Committee
Member)Mar. 2020

Managing Director in charge of Integrated Management

Mar. 2020

Representative Director and Chairman of SMC Corporation(current position)

Mar. 2020

Representative Director and Chairman of Knox Data
Corporation (current position)

Mar. 2020

Representative Director and Chairman of ISB Tohoku
Corporation (current position)

Mar. 2020

Representative Director and Chairman of SSS Corporation(current position)

Mar. 2020

Representative Director and Chairman of ART Japan Co.,
Ltd. (current position)

Mar. 2020

Representative Director and Chairman of Computer House
Corporation (current position)

Mar. 2020

Representative Director and Chairman of TAKES Co., Ltd.
(current position)

Mar. 2020

Director and Chairman of ISB Vietnam Company Limited(current position)

Jan. 2021

Representative Director and President (current position)

Kazufumi Wakao
April 10, 1972
2

Number of theCompany’s
shares owned

287,358

Significant concurrent positions outside the Company
Representative Director and President of Wakao Shoji Ltd.
Representative Director and Chairman of SMC Corporation
Representative Director and Chairman of Knox Data Corporation
Representative Director and Chairman of ISB Tohoku Corporation
Representative Director and Chairman of SSS Corporation
Representative Director and Chairman of ART Japan Co., Ltd.
Representative Director and Chairman of Computer House Corporation
Representative Director and Chairman of TAKES Co., Ltd.
Director and Chairman of ISB Vietnam Company Limited

Reasons for nomination as candidate for Director
Kazufumi Wakao is a Director of the Company and Group companies and possesses broad knowledge of the Group’sbusiness areas. As a result, the Company requests his re-election as a Director because it believes he is an ideal
candidate for the implementation of management strategies and business plans as well as the Group’s overallmanagement.

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Candidate
No.

Name
Date of birth

Yoichi Takeda
February 12, 1963

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1985

Joined The Mitsubishi Bank, Limited (currently, MUFG
Bank, Ltd.)

June 2001

Joined In.X Inc.

Oct. 2002

Joined the Company, as Section Manager, Total Solutions
SectionJan. 2004

President of ISB VIETNAM CORPORATION (currently,
ISB Vietnam Company Limited)

Jan. 2008

Executive Manager, Overseas Business Unit of theCompany

Jan. 2010

Executive Officer, Senior Executive Manager, Subsidiaries
Relations Division, and Manager, Business Development
Division

Feb. 2010

Director of E Storm Co., Ltd.

Apr. 2010

Director of ISB Vietnam Company Limited

Jan. 2011

Executive Officer, and Senior Executive Manager, Sales
Division 1 of the Company

Mar. 2014

Director, Executive General Manager, Technology
Solutions and Services Headquarters 1, and Senior
Executive Manager, Sales Division 1

June 2014

Director of GIOT Corporation (currently, VeriServe
Okinawa Test Center Corporation)

Jan. 2016

Director, Executive General Manager, Technology
Solutions and Services Headquarters 1 of the Company

Mar. 2016

Chairman of ISB Vietnam Company Limited

Jan. 2018

Director, and Executive General Manager, Sales
Headquarters of the Company

Mar. 2018

Representative Director and Chairman of SMC Corporation
Representative Director and Chairman of Knox Data
Corporation

Jan. 2019

Director, and Executive General Manager, Administrative
Headquarters of the Company (current position)

3

Number of theCompany’s
shares owned

23,029Reasons for nomination as candidate for Director
Yoichi Takeda possesses abundant experience and broad knowledge having been involved in the subsidiaries
management as a director of the Company and Group companies. The Company judges that he can utilize hisknowledge in strengthening the Company’s management structure and for this reason the Company requests that he bere-elected as a Director.

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Candidate
No.

Name
Date of birth

Yoshifumi Sekimoto

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1988

Joined Wako Securities Co., Ltd. (currently, Mizuho
Securities Co., Ltd.)

June 2007

Joined FinanTec Co., Ltd.

Jan. 2010

Joined the Company, Senior Executive Manager,
Accounting and Finance Division

Jan. 2011

Senior Executive Manager, Accounting and Finance
Division, and Senior Executive Manager, Subsidiaries
Relations Division

Jan. 2012

Executive Officer, Senior Executive Manager, Accounting
and Finance Division, and Senior Executive Manager,
Subsidiaries Relations Division

Apr. 2016

Executive Officer, Associate Executive General Manager,
Administrative Headquarters, Senior Executive Manager,
Accounting and Finance Division, and Senior Executive
Manager, Subsidiaries Relations Division

July 13, 1965
4

Jan. 2017

Representative Director and President of ART Japan Co.,
Ltd. (current position)
Representative Director and President of ART Service
Japan Co., Ltd. (current position)

Mar. 2017

Director, and Senior Executive Manager, Integrated
Management Control Division of the Company

July 2019

Director in charge of management control (current position)

Number of theCompany’s
shares owned

12,922Significant concurrent positions outside the Company
Representative Director and President of ART Japan Co., Ltd.,
Representative Director and President of ART Service Japan Co., Ltd.

Reasons for nomination as candidate for Director
Yoshifumi Sekimoto possesses abundant experience and broad knowledge having been involved for many years in thesubsidiaries management and the accounting and finance operations of the Company. The Company judges that he canutilize his knowledge in strengthening the Company’s management strategies and for this reason the Company requests
that he be re-elected as a Director.

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Candidate
No.

Name
Date of birth

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Sept. 1987

Joined Cosmo Enterprise Co., Ltd.

Feb. 1988

Joined the Company

Jan. 2008

Senior Executive Manager, Abiko Division

Jan. 2014

Executive Officer, and Executive Manager, Business Unit 1
Director of ISB Vietnam Company Limited

Jan. 2018

Executive Officer, Executive Manager, Embedded Software
Solutions Business Unit 2, and Senior Executive Manager,
Product Business Development Division of the Company

Jan. 2019

Executive Officer, Associate Executive General Manager,
Technology Solutions and Services Headquarters, andSenior Executive Manager, Product Business Division

Mar. 2019

Director, Executive General Manager, Technology
Solutions and Services Headquarters, and Senior Executive
Manager, Product Business Division

Mar. 2021

Director, Executive General Manager, Technology
Solutions and Services Headquarters, and Executive
General Manager, Sales Headquarters

Jan. 2023

Director, Executive General Manager, Technology
Solutions and Services Headquarters (current position), andGeneral Manager, Digital Transformation Division (current
position)

Yoshiichi Ogasawara
January 6, 1968
5

Number of theCompany’s
shares owned

16,008

Reasons for nomination as candidate for Director
Yoshiichi Ogasawara is a Director of the Company and Group companies and possesses abundant experience and broad
knowledge in the Group’s business areas. The Company judges that he can utilize his knowledge in strengthening theCompany’s business management structure and for this reason the Company requests that he be re-elected as a Director.

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Candidate
No.

Name
Date of birth

Koki Makita

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1986

Joined FUJI Software Services Co., Ltd.

Oct. 1988

Joined the Company

Jan. 2013

Senior Executive Manager, Business Systems Division

Apr. 2016

Director of ISB Vietnam Company Limited

Jan. 2019

Executive Officer, and Executive Manager, Information
Technology Business Unit of the Company
Director of Computer House Corporation

July 2019

Executive Officer, Executive Manager, Information
Technology Business Unit, and Executive Manager, Public
and Financial Solutions Business Unit of the Company

November 16, 1966
6

Jan. 2020

Executive Officer, and Executive Manager, Business
Solutions Business Unit

Jan. 2021

Executive Officer, Associate Executive General Manager,
Sales Headquarters, and Executive Manager, Solutions
Marketing and Sales Division

Mar. 2022

Director, and Executive General Manager, Sales
Headquarters of the Company (current position)

Number of theCompany’s
shares owned

2,536

Reasons for nomination as candidate for Director
Koki Makita is a Director of the Company and Group companies and possesses abundant experience and broad
knowledge in the Group’s business areas. The Company judges that he can utilize his knowledge in strengthening theCompany’s business management structure and for this reason the Company requests that he be re-elected as a Director.
Notes:

1.

Kazufumi Wakao serves as Representative Director and President of Wakao Shoji Ltd., which owns 2,001,400 shares of the Company(ownership ratio of 17.57%). There is no special interest between the other candidates and the Company.

2.

The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in Article
430-3, paragraph (1) of the Companies Act. This insurance policy will cover losses incurred in cases when an insured bears the
responsibility of performing the duties as an officer, or from claims related to the pursuit of that responsibility. The Company pays theentire amount of the insurance premiums. All Director candidates are insured under this liability insurance policy. If their election isapproved and adopted, each of them will be insured under this policy. In addition, when the policy is renewed, the Company plans torenew the policy with the same terms.

-9-Reference - Skills Matrix of the Board of Directors after the General Meeting of Shareholders
In order to ensure an effective corporate governance system for sustainable growth and enhancement of corporate value
over the medium and long term, the Company ensures that the Board of Directors consists of directors with abundant
management experience, high level of discernment, and a wide range of high-level expertise and capabilities, while taking
into consideration diversity aspects such as gender and internationality.
In addition, in order to strengthen the supervisory function of the Board of Directors, the Company has decided to appoint
1/3 or more of the Directors as independent officers who meet the requirements of independent officers as established by
the Company.
The following will be the Skills Matrix of the Board of Directors if Proposal No. 2 is approved as proposed.

Director

Itsuo Wakao

Kazufumi Wakao

Position

Attributes

Representative Director
and Chairman
Representative Director
and President

Corporate

Corporate

Industry

International

Finance andmanagement

governanceknowledge

experienceaccounting

●

●

●

●

●

●

●

●

●

Yoichi Takeda

Director●●●

Yoshifumi Sekimoto

Director●●●

Yoshiichi Ogasawara

Director●●●

Koki Makita

Director●●●

Legal andintellectual
property

Full-time Audit andShinichi Kyuse

Supervisory Committee●

Member●●Director
Audit and Supervisory
Yoshiki Watanabe

Committee Member
Director
Audit and Supervisory

Kiyotaka Asai

Committee Member
Director
Audit and Supervisory

Aki Shimizu

Committee Member
Director
Audit and Supervisory

Kayo Sato

Committee Member
Director

OutsideIndependent

OutsideIndependent

●

●

●

●

OutsideIndependent

OutsideIndependent- 10 -

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