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
Date of mailing out the notice: March 8, 2024
Start date of measures for electronic provision: March 5, 2024
To our shareholders:
Kazufumi Wakao
Representative Director and President
ISB Corporation
5-1-11 Osaki, Shinagawa-ku, Tokyo, Japan

Notice of the 54th Ordinary General Meeting of Shareholders

First, we would like to express our deepest sympathies to all those who have been affected by the 2024 Noto Peninsula
Earthquake, and we sincerely hope for a quick reconstruction.
We hereby give notice that the 54th 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)(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)(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.)
If you cannot attend the meeting on the day, please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights via the Internet, etc. or in writing by postal mail by 5:30 p.m. on Tuesday,
March 26, 2024.

-1-

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:

Wednesday, March 27, 2024, at 10:00 a.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 54th Fiscal Term (January
1, 2023 to December 31, 2023).
2. Non-consolidated Financial Statements for the 54th Fiscal Term (January 1, 2023 to December 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
Proposal No. 3
Election of Five Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Presentation of Special Retirement Allowance to Retiring 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.

-2-

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% or more of net profit on a consolidated basis. The Company intends to offer a stable dividend where possible
within a range 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 ¥42 (ordinary dividend of ¥42) per share of common stock of the Company.
In this event, the total dividends will be ¥479,545,542.
Effective date of dividends of surplus
The effective date of dividends will be March 28, 2024.

-3-

Proposal No. 2

Election of Five 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 five 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 birthKazufumi Wakao(April 10, 1972)
1

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

Mar. 2020

Representative Director and Chairman of Knox Data
Corporation

Mar. 2020

Representative Director and Chairman of ISB Tohoku
Corporation

Mar. 2020

Representative Director and Chairman of SSS Corporation

Mar. 2020

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

Mar. 2020

Representative Director and Chairman of Computer House
Corporation

Mar. 2020

Representative Director and Chairman of TAKES Co., Ltd.

Mar. 2020

Director and Chairman of ISB Vietnam Company Limited

Jan. 2021

Representative Director and President of the Company(current position)

Number of theCompany’s
shares owned

293,518

Significant concurrent positions outside the Company
Representative Director and President of Wakao Shoji Ltd.

Reasons for nomination as candidate for Director
Kazufumi Wakao possesses broad knowledge of the Group’s business areas gained through his experience as a Directorof the Company and Group companies. 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 theGroup’s overall management.

-4-

Candidate
No.

Name
Date of birth

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

Yoshifumi Sekimoto
July 13, 1965
2

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

Mar. 2023

Director in charge of security systems (current position)

Number of theCompany’s
shares owned

16,057Significant 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 theaccounting and finance operations, the subsidiaries management, and the security systems of the Company and Group
companies. The Company judges that he can utilize his knowledge in strengthening the Company’s management
strategies and for this reason the Company requests that he be re-elected as a Director.

-5-Candidate
No.

Name
Date of birth

Yoshiichi Ogasawara

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

January 6, 1968
3

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

Number of theCompany’s
shares owned

19,301

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.

-6-

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
4

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 (current position)

Number of theCompany’s
shares owned

5,459

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.

-7-

Candidate
No.

Name
Date of birth

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Apr. 1990

Joined the Company

Jan. 2007

General Manager, Administration Division

Jan. 2012

General Manager, Administration and Human Resources
DivisionJan. 2015

General Manager, Administration and Human Resources
Division, and Manager, Management and Planning Division

Jan. 2017

Executive Officer, Deputy General Manager,
Administrative Headquarters, General Manager,
Administration and Human Resources Division, Manager,
Management and Planning Division, and Senior Executive
Manager, Subsidiaries Relations Division*
Masaya Hirose
June 12, 1967
5

Jan. 2020

Executive Officer, Deputy General Manager,
Administrative Headquarters, Senior Executive Manager,
Integrated Management Control Division, General
Manager, Administration Division, and Senior Executive
Manager, Subsidiaries Relations Division

Apr. 2020

Executive Officer, and Senior Executive Manager,
Integrated Management Control Division (current position)

Mar. 2021

Director of TAKES Co., Ltd.

Number of theCompany’s
shares owned

9,471

Reasons for nomination as candidate for Director
Masaya Hirose possesses abundant experience and broad knowledge having been involved in the subsidiaries
management as an executive officer of the Company and a director of Group companies. The Company judges that hecan utilize his knowledge in strengthening the Company’s management structure and for this reason the Company
requests that he be elected as a Director.
Notes:

1.

New candidates for Director are indicated by an asterisk (*).

2.

Kazufumi Wakao serves as Representative Director and President of Wakao Shoji Ltd., which owns 2,001,400 shares of the Company(ownership ratio of 17.52%). There is no special interest between the other candidates and the Company.

3.

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.

-8-Proposal No. 3

Election of Five Directors Who Are Audit and Supervisory Committee Members

The terms of office of all five Directors who are Audit and Supervisory Committee Members will expire at the conclusionof this meeting. The Company proposes the election of five Directors who are Audit and Supervisory Committee Members.
The Board of Directors decided upon the candidates for Director who is an Audit and Supervisory Committee Member
after receiving a report from the Nomination and Compensation Advisory Committee. The consent of the Audit andSupervisory Committee has also been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
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)

1

Number of theCompany’s
shares owned

26,664

Reasons for nomination as candidate for Director
Yoichi Takeda is a Director of the Company and Group companies and possesses abundant experience and broad
knowledge. Therefore, the Company expects that he can monitor overall management and provide useful advice, andrequests that he be re-elected as a Director who is an Audit and Supervisory Committee Member.

-9-Candidate
No.

Name
Date of birth

Yoshiki Watanabe

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Oct. 1989

Joined Chuo Shinko Audit Corporation (subsequently
Misuzu Audit Corporation)

Feb. 1993

Registered as a certified public accountant

Jan. 1997

Established Watanabe Yoshiki CPA office (currently,
Watanabe Tax Corporation) and served as its Chief

Feb. 1997

Registered as a tax accountant

Apr. 1999

Established YUSEI Audit & Co. and served as its
Representative Partner

Dec. 2000

Established Capital Strategy Consulting Co., Ltd. andserves as its Representative Director (current position)

June 2004

Established Watanabe Tax Corporation and serves as its
Representative Partner (current position)

July 2013

Director of The Japanese Institute of Certified Public
Accountants

July 2016

Executive Director of The Japanese Institute of Certified
Public Accountants

Mar. 2018

Outside Director (Audit and Supervisory Committee
Member) of the Company (current position)

January 25, 1963
2

Number of theCompany’s
shares owned

Significant concurrent positions outside the Company
Representative Director of Capital Strategy Consulting Co., Ltd.
Representative Partner of Watanabe Tax Corporation

Reasons for nomination as candidate for outside Director and summary of expected roles
Yoshiki Watanabe possesses abundant experience acquired as a director of other companies and broad knowledge ofaccounting audit operations acquired as a certified public accountant. The Company expects that he can strengthen the
Company’s audit system and requests that he be re-elected as an outside Director who is an Audit and Supervisory
Committee Member.

- 10 --

Candidate
No.

Name
Date of birth

Aki Shimizu

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Oct. 2006

Assistant Judge of Saitama District Court

Apr. 2009

Public Prosecutor of Litigation Division, Sapporo Legal
Affairs Bureau

Apr. 2011

Assistant Judge of Yokohama Family Court

Apr. 2012

Assistant Judge of Yokohama District Court

Apr. 2015

Assistant Judge of Matsudo Branch, Chiba District andFamily Court

Oct. 2016

Judge of Matsudo Branch, Chiba District and Family Court

Jan. 2018

Registered as an attorney
Joined SEIWA MEITETSU LAW OFFICE (currently,
MEITETSU LAW OFFICES) (current position)

June 18, 1977
Mar. 2022

3

Number of theCompany’s
shares owned

Outside Director (Audit and Supervisory Committee
Member) of EBARA JITSUGYO CO., LTD. (current
position)
Outside Director (Audit and Supervisory Committee
Member) of the Company (current position)

Significant concurrent positions outside the Company
Outside Director (Audit and Supervisory Committee Member) of EBARAJITSUGYO CO., LTD.

Reasons for nomination as candidate for outside Director and summary of expected roles
Aki Shimizu has never been involved in the management of a company in the past. However, the Company expects that
she will make efforts to strengthen the supervisory function of the Company’s overall management mainly from theviewpoint of legal affairs by utilizing her abundant experience and discernment as a legal expert cultivated as a judge
and attorney, and requests that she be re-elected as an outside Director who is an Audit and Supervisory Committee
Member.

- 11 --

Candidate
No.

Name
Date of birth

Kayo Sato

Brief biography, and position and responsibility in the Company
Significant concurrent positions outside the Company
Oct. 2004

Registered as an attorney

May 2014

Established LAW OFFICE TAITO and serves as its
Representative Attorney (current position)

Apr. 2015

Member of Infectious Diseases Committee andTuberculosis Committee, Council for Infectious Diseases
Examination of Taito-ku, Tokyo (current position)

Apr. 2018

Expert of Tokyo Support Center for helping to solve
problems in schools

Apr. 2019

Member of Certified Committee for Regenerative Medicine
for class III (current position)

Oct. 2019

Part-time Lecturer of Japan College of Social Work
(Graduate School)

June 2020

Outside Auditor of Advanced Media, Inc. (current position)

Dec. 2021

Outside Audit and Supervisory Board Member of Noevir
Holdings Co., Ltd. (current position)

Mar. 2022

Outside Director (Audit and Supervisory Committee
Member) of the Company (current position)

July 22, 1979

4

Number of theCompany’s
shares owned

100

Significant concurrent positions outside the Company
Representative Attorney of LAW OFFICE TAITO
Outside Auditor of Advanced Media, Inc.
Outside Audit and Supervisory Board Member of Noevir Holdings Co., Ltd.

Reasons for nomination as candidate for outside Director and summary of expected roles
Kayo Sato has not been involved in the management of a company in the past except as an outside officer. However, theCompany expects that she will make efforts to strengthen the supervisory function of the Company’s overallmanagement because of her abundant experience and discernment as an attorney and her experience as an outside
auditor of a listed company, and requests that she be re-elected as an outside Director who is an Audit and Supervisory
Committee Member.

- 12 -

Candidate
No.

Name
Date of birth*
Tomohiko Hasegawa

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

Joined Mitsubishi Research Institute, Inc.

Jan. 2002

Established Wing Research and Consulting Inc. (currently,
D-Engine, Inc.) and serves as its Representative Director
and President
Director of Global Venture Capital Inc.

Aug. 2002

Established Fixstars Ltd. (later reorganized as a joint-stockcompany), Director

Oct. 2002

Representative Director and Chairman of Fixstars
Corporation

Mar. 2007

Outside Director of D. Western Therapeutics Institute, Inc.

Jan. 2016

Representative Director and President of Wing Researchand Consulting Inc. (currently, D-Engine, Inc.) (current
position)

November 24, 1962
Apr. 2017

5

Number of theCompany’s
shares owned

300

Director of Nishida Gakuen Educational Corporation(current position)

Feb. 2019

Director of COGNITEE Inc.

Feb. 2019

Outside Director of T&S inc.

Jan. 2023

Corporate Auditor of LEBO ROBOTICS Co. (current
position)

Significant concurrent positions outside the Company
Representative Director and President of D-Engine, Inc.
Corporate Auditor of LEBO ROBOTICS Co.

Reasons for nomination as candidate for outside Director and summary of expected roles
Tomohiko Hasegawa has been involved in management for many years as a director of other companies and possesses
abundant experience and broad knowledge of the IT field. Therefore, the Company expects that he can monitor overallmanagement and provide useful advice, and requests that he be elected as an outside Director who is an Audit andSupervisory Committee Member.
Notes:

1.

New candidates for Director who is an Audit and Supervisory Committee Member are indicated by an asterisk (*).

2.

There is no special interest between any of the candidates and the Company.

3.

Yoshiki Watanabe, Aki Shimizu, Kayo Sato, and Tomohiko Hasegawa are candidates for outside Director.

4.

Yoshiki Watanabe, Aki Shimizu, and Kayo Sato are current outside Directors who are Audit and Supervisory Committee Members, andtheir terms of office will be six years for Yoshiki Watanabe and two years for Aki Shimizu and Kayo Sato.

5.

With Yoshiki Watanabe, Aki Shimizu, and Kayo Sato, the Company has concluded an agreement that limits liability for damages
stipulated in Article 423, paragraph (1) of the Companies Act in line with Article 427, paragraph (1) of the same Act. The limit on liability
for damages based on the agreement is the minimum amount stipulated by laws and regulations. If their election is approved and adopted,
the Company will maintain the agreements with them. If Yoichi Takeda and Tomohiko Hasegawa are elected, the Company will conclude
a similar agreement with them.

6.

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. If their election is approved and adopted, each of them will be insured under this policy. In
addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

7.

While Yoshiki Watanabe, Aki Shimizu, and Kayo Sato were serving as outside Directors of the Company, during a tax investigation
around mid-November 2022, the tax authorities indicated that there might have been inappropriate transactions over several years by theofficers of our consolidated subsidiary SSS Corporation, and its former consolidated subsidiary, Infix Inc., which was absorbed andmerged into SSS Corporation on January 1, 2019. Although each of these outside Directors were not aware of this incident until it cameto light, they were regularly reminded of the importance of legal compliance at meetings of the Board of Directors and other meetings.
After the incident came to light, they properly fulfilled their responsibilities through means such as accurately understanding thecircumstances of the incident and requesting reports. Aki Shimizu was appointed as a member of the Special Investigation Committee
for the purpose of accurately ascertaining the circumstances of the incident and examining measures to prevent recurrence, and expressed
her opinion on recommendations for measures to prevent recurrence.

8.

The Company has notified the Tokyo Stock Exchange that Yoshiki Watanabe, Aki Shimizu, and Kayo Sato are independent Directors,
and if they are re-elected, the notification that they are independent Directors will be resubmitted. If Tomohiko Hasegawa is elected,
notification that he is an independent Director will be submitted.

- 13 -

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 and 3 are approved as proposed.

Director

Position

Attributes

Corporate

Corporate

Industry

International

Finance andmanagement

governanceknowledge

experienceaccounting

●

●

●

Legal andintellectual
property

Representative Director
Kazufumi Wakao

and President●

Yoshifumi Sekimoto

Director●●●

Yoshiichi Ogasawara

Director●●●

Koki Makita

Director●●●

Masaya Hirose

Director (new candidate)

●

●

●

●

●

●

●

●

Full-time Audit andYoichi Takeda

Supervisory Committee
Member●●Director (new candidate)
Audit and Supervisory
Yoshiki Watanabe

Committee Member
Director
Audit and Supervisory

Aki Shimizu

Committee Member
Director
Audit and Supervisory

Kayo Sato

Committee Member
Director
Audit and Supervisory

Tomohiko Hasegawa

Committee Member
Director (new candidate)Outside●●Independent

Outside

●

●

●

●

Independent

OutsideIndependent

Outside●Independent- 14 -●●

Proposal No. 4

Presentation of Special Retirement Allowance to Retiring Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)

Director (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same shall apply inthis proposal) Itsuo Wakao will retire from his position at the conclusion of this meeting. He has been responsible for the
management of the Company for 27 years since his appointment as a director in March 1997 and has made significant
contributions to the development of the Group.
Accordingly, in order to reward him for his services during his term of office as a director, the Board of Directors, basedon certain criteria and in accordance with the report of the Nomination and Compensation Advisory Committee and after
deliberations by the Board of Directors, proposes to present him with a special retirement allowance of ¥145,000 thousand,in addition to the accumulated retirement benefits for directors under the retirement benefits for directors system (abolishedin March 2020) and the restricted stocks already granted.
The Board of Directors considers that this proposal is in line with the “Policy on the determination of the content ofexecutive remuneration” as stated in the Business Report and that the content of the proposal is appropriate.
The Audit and Supervisory Committee has expressed its opinion that the presentation of the special retirement allowance
to him is appropriate, taking into account his business execution and performance during his term of office.
The Board of Directors will be asked to determine the timing and method of presentation of the special retirement
allowance.
A brief biography of the retiring director is as follows.
Name

Itsuo Wakao

Brief biography
Mar. 1997

Director of the Company

Mar. 2001

Executive Director

Mar. 2003

Managing Director

Mar. 2007

Representative Director and President

Jan. 2021

Representative Director and Chairman (current position)- 15 -