Note: This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 2163
April 2, 2024
(Start date of electronic provision measures April 1, 2024)
To Our Shareholders:
SEKIGUCHI Sozo
President and CEO
Artner Co., Ltd.
Nakanoshima 3-2-18, Kita Ward, Osaka City

If you are unable to attend the Meeting, you may exercise your voting rights by either of thefollowing methods. If you wish to exercise your voting rights after examining the attachedreference materials for the Meeting, please do so by 5:30 p.m. on Wednesday, April 24, 2024
(JST).
Instructions for exercising voting rights in writing (by postal mail)Please indicate your approval or disapproval of the proposals in the enclosed form and return it bypostal mail by no later than the above-mentioned deadline.
Instructions for exercising voting rights via the Internet
When exercising your voting rights via the Internet, please read the "Guide to Exercising Your
Voting Rights via the Internet" and enter your approval or disapproval of the proposals by no later
than the above-mentioned deadline.

Notice of Convocation for the 62nd Ordinary General Meeting of Shareholders

You are hereby notified that the 62nd Ordinary General Meeting of Shareholders (“the Meeting”) ofArtner Co., Ltd. (“the Company”) will be held on Thursday, April 25, 2024, as described below.
In convening this Ordinary General Meeting of Shareholders, information contained in theReference Materials for the General Meeting of Shareholders, etc. (items to be electronicallyprovided), is provided electronically and has been posted on the following internet websites. Please
access any of those websites to review the information.
The Company’s website: https://www.artner.co.jp/ir/library/meetings
Website on which the materials for the Company's Ordinary General Meeting ofShareholders are posted: https://d.sokai.jp/2163/teiji/Tokyo Stock Exchange, Inc.'s website (Listed Company Search):

1.Time:Thursday, April 25, 2024 10:00 a.m. (Reception starts at 9:00 a.m.)

2.Place:

3-1-1 Umeda, Kita-ku, Osaka Houou no ma (room), 20F, Hotel Granvia Osaka

3.Purpose of meeting:
Matters to be reported on:
Business report and financial statements for 62nd Period (February 1, 2023, to January 31, 2024)
Proposals:
Item No. 1: Payment of dividends of surplus
Item No. 2: Election of five Directors who are not members of the Audit and Supervisory
Committee

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please go to the Tokyo Stock Exchange, Inc.’s website (Listed Company Search) above,
enter “Artner” in the issue name (company name) field or the Company’s securities code “2163” inthe code field, search, select “Basic information” and then “Documents for public inspection/PRinformation” to access the information.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
If you attend the Meeting in person, please sign and submit the form for exercising voting rights enclosed
herewith to the receptionist at the venue.

1

2

Should it become necessary to revise any of the items for which measures for providing information inelectronic format are taken, a notice of the revisions and the details of the items before and after the revisions
will be posted on each of the websites on which the items have been posted.

Reference Materials for the General Meeting of Shareholders
Proposals and supplementary information
Item No. 1: Payment of dividends of surplus
In consideration of the Company's policy of returning profits to shareholders, the Company proposes
to pay a year-end dividend of ¥37.50 per share.
If approved, the annual dividend for the fiscal year ended January 31, 2024 (the 62nd Period), willamount to ¥75.00 per share, including the interim dividend of ¥37.50 paid earlier. This will be anincrease of ¥15.00 from the fiscal year ended January 31, 2023.
Matters concerning the proposed year-end dividend(1) Type of assets to be distributed to shareholders
CashItem No. 2: Election of five Directors who are not members of the Audit and Supervisory Committee
The terms of office of all five current Directors (excluding Directors who are members of the Audit
and Supervisory Committee; hereinafter the same in this item), are to expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Therefore, the Company hereby proposes to appoint five Directors for a new term.
Furthermore, concerning this item, the Audit and Supervisory Committee of the Company has
determined that all candidates are well qualified for the position.
The candidates are as follows:
CandidateNo.

(2) Matters concerning the allocation of assets to be distributed to shareholders and the total
amount thereof
A cash dividend of ¥37.50 per common share of the Company will be paid. The total amountof dividends to be paid will be ¥398,454,413.
(3) Effective date of payment of dividend
April 26, 2024
13Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’soutside the Company)
shares owned
June 1983
Joined MEITEC CORPORATION
Joined Osaka Technology Center Co., Ltd.
April 1988
(previous name of the Company)
Appointed Director; Head of the Business
March 1993
SEKIGUCHI
Planning Office
Sozo
7,950
February(Born December
sharesAppointed Director; Vice President
199831, 1964)
February
Appointed President and CEO (current)
2002
February
Appointed Head of the Hyper Artner
2012
Business Division(Reasons for nominating him as candidate for Director)
Mr. SEKIGUCHI Sozo has served as President and CEO of the Company since 2002. He has
demonstrated strong leadership in corporate and business management by drawing on a wealthof experience he has gained through his previously-held positions as Head of the Business
Planning Dept., Head of the Business Division, and Executive Vice President.
He has been renominated as a candidate for Director, as he has a wealth of experience and deep
insight regarding the Company’s business, and as he is expected to contribute to the further
growth of the Company.
Name(Date of birth)4

CandidateNo.

23Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’s
outside the Company)
shares ownedApril 1978
Joined Toyobo Interior Co., Ltd.
Joined Osaka Technology Center Co., Ltd.
March 1982
(previous name of the Company)
Appointed Head of the Kanto Business
March 1990
Dept.
HARIGAE
Tomonori
March 1991
Appointed Director
144,077(Born May
sharesAppointed Managing Director; Head of theMarch 199324, 1954)
General Affairs Dept.
Appointed Managing Director; Head of theFebruary 2007
Management Division
Appointed Director; Head of theMay 2008
Management Division (current)(Reasons for nominating him as candidate for Director)
Mr. HARIGAE Tomonori has leveraged his wealth of knowledge and experience in generalaffairs, human resources, and accounting to head the Management Division of the Company formany years as a member of the management team.
He has been renominated as a candidate for Director, as he is well versed in the Company’s
day-to-day operations and has a wealth of management experience, and as he is expected tocontribute to the further growth of the Company.
Joined Osaka Technology Center Co., Ltd.
April 1978
(previous name of the Company)
Appointed Head of the No.3 BusinessOctober 1993
Dept.
February 2002 Appointed Standing Auditor
Appointed Managing Director; Head of theApril 2004
Human Resources Dept.
Appointed Managing Director; Head of theFebruary 2007
Human Resources Division
Appointed Managing Director; Head of theApril 2007
OKUSAKA
Business Management Division
Kazuya144,209
Appointed Managing Director; Head of the(Born September March 2009
sharesTechnology Development Division3, 1955)
Appointed Managing Director; Head of theFebruary 2010
Business Promotion Division
Appointed Managing Director; Head of theFebruary 2011
Engineer Business Division
Appointed Director; Head of the EngineerApril 2011
Business Division
Appointed Director; Head of the HumanFebruary 2013
Resources Business DivisionAppointed Director; Head of the Engineer
February 2016
Business Division (current)(Reasons for nominating him as candidate for Director)
After joining the Company as an engineer, Mr. OKUSAKA Kazuya served as a standing
auditor and has played a leading role in talent development and business development for manyyears as a member of the management team.
He has been renominated as a candidate for Director, as he is well versed in the Company’s
day-to-day operations and has a wealth of management experience, and as he is expected tocontribute to the further growth of the Company.
Name(Date of birth)

5CandidateNo.

45Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’s
outside the Company)
shares owned
Joined Nihon Bayer Agrochem (nowApril 1998
Bayer Crop Science)
June 2004
Joined Aon Affinity
Joined Artner Co., Ltd.
April 2007
Appointed Head of the Corporate Planningand Strategy Division
Appointed Head of the Corporate Planning
SATOFebruary 2013 and Strategy Division; Head of theSo
3,448
Engineer Agency Business Division(Born Augustshares
Appointed Director; Head of the Corporate14, 1973)
April 2015Planning and Strategy Division; Head ofthe Engineer Agency Business Division
Appointed Director; Head of the Corporate
February 2016
Planning and Strategy Division
Appointed Director; Head of the Corporate
Planning and Strategy Division; Head ofFebruary 2022
the Engineer Agency Business Division(current)(Reasons for nominating him as candidate for Director)
Mr. SATO So had a career in chemical manufacturing and finance prior to joining theCompany. At the Company, he has headed the Corporate Planning and Strategy Division andplayed a key role in corporate planning as a member of the management team.
He has been renominated as a candidate for Director, as he is expected to continue to play akey role in various aspects of corporate and business management, and to contribute to thefurther growth of the Company.
Joined Osaka Technology Center Co.,
April 1981
Ltd. (previous name of the Company)
Appointed Head of the Technology
February 2007 Development Dept. of the Human
Resources Division
Appointed Director; Head of the Human
April 2007
Resources Division
EGAMI
Appointed Director; Head of the BusinessFebruary 2010
Yoji
Promotion Division
66,874(Bornshares
Appointed Director; Head of the Human
September
February 2011
Resources Business Division26, 1958)
Appointed Director; Head of the EngineerFebruary 2013
Business Division
Appointed Director; Head of the HumanFebruary 2016
Resources Business Division
Appointed Director; Head of theFebruary 2022 Technology Development Division(current)(Reasons for nominating him as candidate for Director)
After joining the Company as an engineer, Mr. EGAMI Yoji has played a leading role in talentdevelopment and recruiting for many years as a member of the management team.
He has been renominated as a candidate for Director, as he is well versed in the Company’s
day-to-day operations and has a wealth of management experience, and as he is expected tocontribute to the further growth of the Company.
Name(Date of birth)6

(Notes)
1. The Company has no conflicts of interest with any of these candidates.
2. The Company has a directors and officers liability insurance (D&O Insurance) policy in place, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the policy is scheduled to be renewed in May
2024. All the candidates referred to in this item are already insured under the said insurance policy and willcontinue to be insured after their appointments.
- Ratio of insurance premiums borne by the insured party
The premiums shall be fully paid by the Company, including the premiums for special clauses. Therefore,
no portion of the premiums shall be borne by the insured party.
- Outline of insurable contingencies subject to coverage
This policy, together with the special clauses, will cover damages that may arise when an insured Director
assumes liabilities as a result of the execution of his duties or due to claims brought against him for being
held responsible for the consequences of his action. However, the policy has an exclusion that the insurancecompany contends precludes coverage, such as liabilities incurred as a result of an unlawful act that aninsured individual willfully and knowingly commits.

Note: Composition of the Board of Directors upon approval of Item No. 2
If Item No. 2: Election of five Directors who are not members of the Audit and Supervisory Committee isapproved as proposed, the composition of the Board of Directors will be as follows:
Positions andareas ofresponsibility
President andCEO
Director
Head of theManagement
Division
Director
Head of theEngineerBusiness
Division
Director
Head of theCorporate
Planning andStrategy
Division;
Head of theEngineerAgency
Business
Division
Director
Head of theTechnology
Development
Division

Name
SEKIGUCHI
Sozo
HARIGAE
Tomonori

OKUSAKA
Kazuya3. The number of the Company’s shares owned by candidates includes equities held by the Artner Officer
Stocks Society.

SATO So

EGAMI Yoji

Corporatemanagement

Skills●Businessstrategy

Recruitment
anddevelopment

Sales

Financeandaccounting

●

●

●

●

●

●

●

●

●

●

●

●

●

●

NOMURA
Ryuichiro

OutsideDirector andstanding
member ofthe Audit andSupervisory
Committee●

TERAMURA
Yasuhiko

OutsideDirector andmember ofthe Audit andSupervisory
Committee●MORIIShinichiro

OutsideDirector andmember ofthe Audit andSupervisoryCommittee

●

●

●

●

●

●

●

●

●

●

●

●

Note: The table above does not represent all the experience and expertise possessed by each candidate forDirector.

78Governance●Note: The table above does not represent all the experience and expertise possessed by each Director.
1. Corporate management: Competence and experience engaging in corporate management and important
decision-making.
2. Skills: Possesses a high level of expertise in the Company’s business fields, and has competence andexperience promoting the growth and self-actualization of engineers.
3. Business strategy: Competence and experience discerning medium and long-term societal changes andguiding the Company’s strategy accordingly.
4. Recruitment and development: Competence and experience maintaining and creating the Company’s unique“high value-added engineering group” even as the competition for talent intensifies.
5. Sales: Competence and experience conducting appropriate sales from the client’s perspective based on theirdiversifying needs.
6. Finance and accounting: Possesses adequate knowledge in finance and accounting, and has competence andexperience working on financial strategies for enhancing enterprise value.
7. Governance: Adequate knowledge and experience needed to establish a corporate governance framework.

9