Note: This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translation and the Japanese original, the Japanese original shallprevail.

To Our Shareholders[Securities code: 2175]
May 31, 2023

Natsuki Goto
Representative Director, President and CEO

SMS Co., Ltd.

2-11-1 Shibakoen, Minato-ku, Tokyo, Japan

Convocation Notice ofthe 20th Ordinary General Meeting of Shareholders
The 20th Ordinary General Meeting of Shareholders of SMS Co., Ltd. (hereinafter the“Company”) will be held as described below.
You can exercise your voting rights either via the Internet or in writing instead of attending themeeting in person. Please review the attached Reference Materials for the General Meeting ofShareholders and exercise your voting rights by 6:00 p.m. on Thursday, June 22, 2023 (JST).
1. Date and time:
2. Venue:
3. Meeting agenda:
Matters to be reported:

Friday, June 23, 2023, at 10:00 a.m. (JST)(Reception opens at 9:30 a.m.)Tokyo Grand Hotel, 3F Sakura
2-5-2 Shiba, Minato-ku, Tokyo
Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the 20th fiscal year (from April
1, 2022 to March 31, 2023), and results of audits by the Accounting
Auditor as well as the Audit and Supervisory Committee onConsolidated Financial Statements

Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Two (2) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 3:
Election of One (1) Substitute Director who is an Audit andSupervisory Committee Member
4. Matters decided in connection with this convocation:(1) If you exercise your voting rights in writing without indicating your approval ordisapproval, the vote will be treated as an indication of approval.
(2) If you duplicate the vote by exercising the voting rights both via the Internet and inwriting, only the Internet vote will be treated as valid.
(3) If you exercise your voting rights multiple times via the Internet, only the last vote willbe treated as valid.
◎Should the Reference Materials for the General Meeting of Shareholders, the Business
Report, Consolidated Financial Statements and Non-consolidated Financial Statements
require revisions, the revised versions will be posted on the Company’s website(https://www.bm-sms.co.jp/ir/library/shareholders/).

◎Please note there will be no souvenirs for those attending the General Meeting ofShareholders in person.

-1-Reference Materials for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
The Company’s basic policy is to place priority on growth investments, while taking financial
conditions into account when determining dividend payouts to its shareholders. Based on thispolicy, the Company proposes to return surplus to the shareholders for this fiscal year in the formof dividends as follows:
Matters concerning year-end dividends:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount
15 yen per common share of the Company’s stock
Total amount of 1,307,292,885 yen(3) Effective date of dividends
June 26, 2023

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Proposal 2: Election of Two (2) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all two (2) Directors, excluding Directors who are Audit and Supervisory
Committee members, will expire at the end of this General Meeting of Shareholders. Accordingly,
the Company proposes the election of two (2) Directors.
The Nomination and Remuneration Advisory Committee, of which Independent Outside
Directors account for the majority, has already been consulted about the proposal.
The Audit and Supervisory Committee has confirmed that it has no objection to the proposal.
The candidates are as follows:
Candidate
No.

Name(Date of birth)

Professional background, positions, responsibilities, andsignificant concurrent positions
Apr. 2004

Number of theCompany’s commonshares held

JoinedIBMBusinessConsulting
Services KK (Currently, IBM Japan, Ltd.)May 2007
Joined BayCurrent Consulting, Inc.
Dec. 2007 Joined SMS Co., Ltd.
Reappointment
Apr. 2008
General Manager of Corporate Planning
InternalMar. 2009
Director of Administration
Jun. 2009
Member of the Board
Natsuki Goto
Apr. 2013
Director of Overseas Business(February 25,1139,288 shares
Apr. 2014
Representative Director, President and1976)
CEO (Current position)
Director of Elderly Care Business
Attendance at theApr. 2017
Director of Business Development
Board meetings:
Dec. 2018 Member of the Nomination and13/13
Remuneration Advisory Committee(Current position)(Significant concurrent position)
Member of the Board, M3 Career, Inc.
[Reasons for nomination as a candidate for Director]
Since becoming a board member in 2009, Mr. Natsuki Goto has led various divisions including administration
section, overseas business, and elderly care business, and has diverse management experience. Since 2014,
Mr. Goto has led the entire company as the Representative Director, achieving constant significant growth inboth sales and profit. Accordingly, the Company has determined that Mr. Goto is a suitable candidate forenhancing the Company’s corporate value in a sustainable manner, and has once again nominated him as a
candidate for Director.

-3-Candidate
No.

Name
(Date of birth)

Professional background, positions, responsibilities, andsignificant concurrent positions
Apr. 1998

Apr. 2009

Joined Mitsui Leasing & Development,
Ltd. (Currently, JA Mitsui Leasing, Ltd.)
Joined ACCA Networks Co., Ltd.
(Currently, SoftBank Corp.)
Joined SMS Co., Ltd.

MasatoSugizakiOct. 2009

General Manager of General Affairs(October 15, 1975)

Apr. 2011

Attendance at theBoard meetings:
13/13

Apr. 2015

GeneralManagerofCorporateManagement
Director of Corporate Management(Current position)
Member of the Board (Current position)

Reappointment
Internal2Mar. 2004

Jun. 2016

Number of theCompany’s commonshares held

40,000 shares(Significant concurrent position)
Corporate Auditor, M3 Career, Inc.
[Reasons for nomination as a candidate for Director]
Since joining the Company in 2009, Mr. Masato Sugizaki has led and been committed to strengthening thecorporate divisions as General Manager of General Affairs, General Manager of Corporate Management, andDirector of Corporate Management. Since becoming a board member in 2016, he has also contributed to theCompany's growth with his extensive experience. Accordingly, the Company has determined that Mr. Sugizaki isa suitable candidate for enhancing the Company’s corporate value in a sustainable manner, and has once again
nominated him as a candidate for Director.
Notes:
1. There are no special conflicts of interests between each candidate and the Company.
2. The number of the shares held by Mr. Natsuki Goto includes those held through the Company’s director
stock ownership plan.
3. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The Company plans to renew theagreement with the same details in November 2023.

-4-Proposal 3: Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member
To prepare for a case where the number of Directors who are Audit and Supervisory Committee
members falls below the number required by laws and regulations, the Company proposes theelection of one (1) Substitute Director who is an Audit and Supervisory Committee member inadvance.
The Nomination and Remuneration Advisory Committee, of which Independent Outside
Directors account for the majority, has already been consulted about the proposal.
The Company has obtained an approval for the submission of this proposal from the Audit andSupervisory Committee.
The candidate is as follows:
Name(Date of birth)

TaroMizunuma(July 6, 1971)

Professional background, positions, responsibilities, and significant
concurrent positions
Apr. 2000

Registered as Attorney at Law (Daini Tokyo BarAssociation)
Joined Miyakezaka Sogo Law Offices

Apr. 2009

Partner, Miyakezaka Sogo Law Offices

May 2012

Joined Shinsei Sogo Law Office

Sep. 2015

Joined Otake Law Office (Current position)

Number of theCompany’s commonshares held—(Significant concurrent position)Attorney at Law, Otake Law Office[Reasons for nomination as a candidate for Substitute Outside Director and overview of expected roles]
Mr. Taro Mizunuma has been working as a lawyer for many years and has an abundant knowledge andexperience as well as broad insight as a legal professional. Specifically, he has rich experience in legal caseswith medical institutions and is well-versed in the medical field, one of the Company's business domains. Mr.
Mizunuma does not have any issues that may cause conflicts of interest with common shareholders and thus isexpected to provide effective oversight and supervision on management from an independent standpoint.
Accordingly, the Company has nominated Mr. Mizunuma as a candidate for Substitute Outside Director.
Although Mr. Mizunuma has not been directly involved in corporate management, we determine, for the above
reasons, that he will be able to adequately fulfill the duties as an Outside Director.
Notes:
1. There are no special conflicts of interests between Mr. Taro Mizunuma and the Company.
2. Mr. Mizunuma is a candidate for Substitute Outside Director. If this proposal is approved and adopted and Mr.
Mizunuma assumes the office of Outside Director, the Company will designate him as an Independent
Director pursuant to the provisions of the Tokyo Stock Exchange and submit a notification to the Exchange.
3. If Mr. Mizunuma assumes the office of Director who is an Audit and Supervisory Committee member,pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company will enter into anagreement with him to limit his liability for damages under Article 423, Paragraph 1 of the same Act. The capon the amount of liability under the said agreement shall be the minimum amount prescribed in Article 425,
Paragraph 1 of the same Act.
4. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If Mr. Taro Mizunuma assumes
the office of Director who is an Audit and Supervisory Committee member, he will be insured under theinsurance agreement. The Company plans to renew the agreement with the same details in November 2023.

-5-(Reference) Composition and Skill Matrix of the Board of Directors after the conclusion ofthis General Meeting of Shareholders
1. Composition of the Board of Directors
Three of the five Directors are Independent Outside Directors.
2. Skill Matrix of Directors
NamePosition

Notable Knowledge and Experiences
GenderManagement

Business International Legal & Risk Accounting
Knowledge Experience Management& Tax

IT

ESG

Reappointment

Natsuki
GotoMale

●

●

●

●

●

●

●

Male

●

●

●

●

●

●

●

Representative
Director andPresident (CEO)Reappointment

MasatoSugizakiDirector

OutsideIndependentTomoki
Matsubayashi

MaleDirector(Member of the Auditand Supervisory
Committee)●●●Outside
Independent

Toyotaro
SuzumuraMale●Female●

Director(Member of the Auditand Supervisory
Committee)●●OutsideIndependentNobukoTakagiDirector(Member of the Auditand SupervisoryCommittee)●The Company does not have a system of Advisors (“sodanyaku” or “komon”).
Accordingly, the Company does not appoint any former Directors, etc. as Advisors.
-6-●

(Reference) Criteria for the Independence of Outside Directors
The Company has set the following criteria to make an objective judgment on independence when
designating Outside Directors as Independent Directors. Outside Directors are deemed to havesufficient independence from the Company if none of the following apply.
(1) Person who engages in business execution of the Company or the Company’s subsidiaries(collectively, the "Group”), or a person who engaged in business execution of the Group at
any time in the past five (5) years.
(2) Business partner of the Group, to which the Group’s sales made in the most recent fiscal
year exceeded 1% of the Group’s annual sales on a consolidated basis, or a person whoengages in business execution of the business partner.
(3) Party for which the Group is a business partner and whose sales for the Group in the mostrecent fiscal year exceeds 1% of the Group’s annual consolidated sales, or a person whoengages in business execution of such business partner.
(4) Attorney at law, certified public accountant, consultant or other specialist who obtains
monetary consideration or other property exceeding 10 million yen from the Group besides
his/her renumeration as Director. If the person obtaining such property belongs to anincorporated entity, partnership, or other organization, a transaction amount exceeding 1% ofannual sales of either party on a consolidated basis or 10 million yen, whichever is applicable,
shall be referred to as the criterion instead.
(5) Major creditor of the Group or a person who engages in business execution of a financial
institution and other large creditors, which is indispensable for the Group’s financing and on
which the Group is dependent without alternative options.
(6) Major shareholder of the Company, holding 10% or more of voting rights, or a person whoengages in business execution of such shareholder.
(7) Person who received donations exceeding 10 million yen from the Group in the most recent
fiscal year.
(8) Accounting auditor or a practitioner who are engaged in the auditing work of the Group.
(9) Person who engages in business execution of a company holding cross-directorships withthe Group.
(10) Person who falls under any of the above items from (2) to (9) at any time in the past three (3)years.
(11) Spouse or relative within the second degree of kinship of a person who falls under any of theabove items from (1) to (10), excluding those from (5) to (8) if not significant.
(12) Notwithstanding with the criteria from (1) to (11) above, a person with specific reasons for not
being able to perform his/her duties as an Independent Outside Director, including those witha potential conflict of interest with common shareholders.
The Company aims to achieve diversity in terms of tenure for Outside Directors (Audit andSupervisory Committee members) to harmonize the experience of long-serving Directors withfresh perspectives brought by new Directors. Accordingly, the Company does not set a specificcriterion for tenure in number for Outside Directors.

-7-