[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities Code: 1951
June 3, 2019
To Our Shareholders:Fuminori Kozono
President and Representative Director
KYOWA EXEO CORPORATION
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 65th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 65th Ordinary General Meeting of Shareholders of
KYOWA EXEO CORPORATION (the “Company”) on June 21, 2019, which will be held as
described hereunder.
Meeting Details
1. Date and Time:

Friday, June 21, 2019 at 10:00 a.m. (Japan time)(The reception will begin at 9:00 a.m.)

2. Venue:

29-20, Shibuya 3-chome, Shibuya-ku, Tokyo
KYOWA EXEO CORPORATION 3F Conference Room

3. Purposes:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 65th Fiscal Year(from April 1, 2018 to March 31, 2019) and Reports of Audit on the Consolidated
Financial Statements by Accounting Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 65th Fiscal Year (from April 1,2018 to March 31, 2019)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Fifteen (15) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 4:
Establishment of a Plan for the Granting of Restricted Shares to
Proposal 5:
Directors as Remuneration-1-

[Translation]

4. Method of Notification of Revisions to Shareholders:
Any revisions to the contents of the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, or Non-Consolidated
Financial Statements made by the day immediately preceding the day of the General Meetingof Shareholders will be notified by mailing of documents or posting on the Company’s
website (in Japanese only).
5. The Company’s Website:
http://www.exeo.co.jp/-2-[Translation]

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:
Appropriation of Surplus
The Company regards profit distribution to shareholders as an important managerial issue and,regarding the appropriation of surplus, we set DOE (dividend on equity ratio) as an index andour basic policy is to continue issuing stable dividends.
Based on this policy, we propose the following year-end dividend setting our target DOE at
3.5% for the fiscal year under review:
Matters concerning the year-end dividend
1.

Type of dividend assets
Cash

2.

Matters concerning allocation of dividend assets and the total amount
Dividend per common share of the Company:¥38
Total amount of dividends:¥4,279,231,908

3.

Effective date of dividend from surplus
Monday, June 24, 2019

Notes:

1.
2.

From the year ended March 31, 2019, in order to further enhance profit distribution, we have set ourtarget DOE at 3.5%, raising it from previous 3.0%.
Due to the business integration with C-CUBE Corporation, Seibu Electric Industry Co., Ltd., and
NIPPON DENTSU CO., LTD., which took place on October 1, 2018, the amount of dividends is,starting from the year-end dividend, calculated by adding the capital of each company.

-3-[Translation]

Proposal 2:
Election of Fifteen (15) Directors
The terms of office of all fifteen (15) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. Accordingly the Company proposes the election of fifteen(15) Directors.
The candidates for these positions are as follows:
No.

Name

Positions andTerm served Board of Directors
areas of responsibility as Director meeting attendance

1

Fuminori Kozono

Reelection

President andRepresentative
Director

7 years

15/15

2

Tetsuya Funabashi

Reelection

Vice President andRepresentative
Director

1 year11/11

Reelection

Director andExecutive Operating
Officer, General
Manager of Corporate
Planning Division

8 years

15/15

Reelection

Director andExecutive Operating
Officer,
Representative ofWest Japan Head
Office and BranchManager of Kansai
Branch6 years

13/15

Reelection

Director andManaging Operating
Officer, General
Manager of ICT
Solution Headquarters

4 years

15/15

Tomohiro Kurosawa Reelection

Director andManaging Operating
Officer, General
Manager of DoCoMo
Business
Headquarters

3 years

15/15

Yuichi Koyama

Reelection

Director andManaging Operating
Officer, General
Manager ofCommunication &Business Network
Headquarters

2 years

15/15

Managing Operating
Officer, General
Manager of Accounts& Finance Division––

6 years

15/15

3

4

5

6

7

Yoshiaki Matsuzaka

Noritsugu Totani

Yasuo Otsubo

8

Hideo Higuchi

New

9Yuki Sakuyama

Reelection

Director-4-

[Translation]

No.

Name

10

Hiroaki Kubozono

New

11

Toshihiko Kumamoto Reelection

12

Toshiro Ue

13

Positions andTerm served Board of Directors
areas of responsibility as Director meeting attendance–––Director

9 months

7/7

Reelection

Director

9 months

7/7

Kazuteru Kanazawa

Reelection

OutsideDirector
Independent

4 years

15/15

14

Yasushi Kohara

Reelection

OutsideDirector
Independent

1 year

11/11

15

Naoko Iwasaki

New

–

–

Outside–Independent-5-[Translation]

No. 1

Fuminori Kozono(Nov. 21, 1952)

Number of theCompany’s shares held:
44,900(Career summary, positions and areas of responsibility)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:15/15 times (100%)Term served as Director of
the Company:
7 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)Jul. 2009

Senior Executive Vice President, Executive Manager of Corporate
Sales Promotion Headquarters, NIPPON TELEGRAPH AND
TELEPHONE EAST CORPORATION

Jun. 2012

Vice President, General Manager of Business
Headquarters, KYOWA EXEO CORPORATION

Jun. 2013

President and Representative Director,
CORPORATION (present position)

KYOWA

Solutions
EXEO(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Fuminori Kozono has been using his abundant experience and extensive
insight to lead the management of the Group as a Representative Director,
driving the Group through strong leadership in the creation and expansion of thesolutions business and a range of management reforms beginning with increasing
productivity through structural reform and operational improvement, and theCompany believes that he is the appropriate person to continuously increase
corporate value and has nominated him as a candidate for reelection.

-6-

[Translation]

No. 2

Number of theCompany’s shares held:
2,000

Tetsuya Funabashi(Dec. 9, 1956)(Career summary, positions and areas of responsibility)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:11/11 times (100%)Term served as Director of
the Company:
1 year (at the conclusion ofthis Ordinary General
Meeting of Shareholders)Jun. 2010

Senior Vice President, Head of Customer Services, NTT
Communications Corporation

Jun. 2014

Senior Executive
Corporation

Aug. 2016

Senior Executive Vice President, Head of Customer Services, NTT
Communications Corporation

Jun. 2017

Senior Executive
Corporation

Jun. 2018

Vice President and Representative Director, KYOWA EXEOCORPORATION (present position)

Vice

Vice

President,

President,

NTT

NTT

Communications

Communications(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Tetsuya Funabashi has abundant experience in corporate management andproven leadership qualities, in particular having excellent insights in the ICT andcloud fields, and has been driving the Group by leveraging his broad experiencein pioneering new business fields, both in Japan and overseas. The Company
believes that he is the appropriate person to continuously increase corporate
value and has nominated him as a candidate for reelection.

Note: Mr. Tetsuya Funabashi
was elected as Director at the64th Ordinary General
Meeting of Shareholders
held at June 22, 2018. As aresult, his record of
attendance at Board of
Directors meetings included
only the meetings that were
held after June 22, 2018.

-7-

[Translation]

No. 3

Number of theCompany’s shares held:
19,000

Yoshiaki Matsuzaka(Jan. 25, 1955)(Career summary, positions and areas of responsibility)
Jun. 2009Managing Director, General Manager, Network Service Business
Division, NTT-ME CORPORATION

Jun. 2010

Director and Executive Officer, General Manager of Engineering
Headquarters, Daiwa Densetsu Corporation

Jun. 2011

President andCorporation

Term served as Director of
the Company:
8 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)No. 4

Director,

Daiwa

Densetsu

Jun. 2011

Director, KYOWA EXEO CORPORATION

Jun. 2013

Director and Managing Operating Officer, Branch Manager of
Tohoku Branch, KYOWA EXEO CORPORATION

Jun. 2016

Director and Managing Operating Officer, General Manager ofGroup Business Promotion Division, KYOWA EXEOCORPORATION

Jun. 2017

Director and Executive Operating Officer, General Manager ofCorporate Planning Division, KYOWA EXEO CORPORATION(present position)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:15/15 times (100%)

Representative(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Yoshiaki Matsuzaka has used his abundant experience in the telecom
industry and extensive insight in overall management in his positions as
President of a major subsidiary of the Company, as Branch Manager, as General
Manager of the Group Business Promotion Division, and as General Manager ofCorporate Planning Division, and the Company believes that he is theappropriate person to continuously increase corporate value and has nominatedhim as a candidate for reelection.
Number of theCompany’s shares held:
9,000

Noritsugu Totani(Apr. 15, 1955)(Career summary, positions and areas of responsibility)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:13/15 times (87%)
Term served as Director of
the Company:
6 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)Jun. 2008

Senior Vice President, Branch Manager of Osaka Branch, NIPPONTELEGRAPH AND TELEPHONE WEST CORPORATION

Jun. 2011

President and Representative
CORPORATION

Jun. 2013

Director and Managing Operating Officer, General Manager ofCommunication & Business Network Headquarters, KYOWA
EXEO CORPORATION

Jun. 2015

Director and Managing Operating Officer,
Representative of West Japan Head Office and Branch Manager of
Kansai Branch, KYOWA EXEO CORPORATION

Jun. 2017

Director and Executive Operating Officer,
Representative of West Japan Head Office and Branch Manager of
Kansai Branch, KYOWA EXEO CORPORATION (present
position)

Director,NTT

NEOMEIT(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Noritsugu Totani has used his abundant experience in the telecom industry
and extensive insight in overall management in his positions as General Managerof the Communication & Business Network Headquarters and as a
Representative of the West Japan Head Office, and the Company believes that heis the appropriate person to continuously increase corporate value and has
nominated him as a candidate for reelection.

-8-

[Translation]

No. 5

Yasuo Otsubo(Feb. 9, 1959)

Number of theCompany’s shares held:
7,200(Career summary, positions and areas of responsibility)
Jun. 2012

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:15/15 times (100%)Term served as Director of
the Company:
4 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)No. 6

Director, General Manager of IT Innovation Department,
NIPPONTELEGRAPH
AND
TELEPHONECORPORATION

EAST

Jun. 2014

Managing Operating Officer, General Manager of NTT Business
Headquarters, and Network Engineering Department, NTT
Business Headquarters, KYOWA EXEO CORPORATION

Jun. 2015

Director and Managing Operating Officer, General Manager of ICT
Solution Headquarters, KYOWA EXEO CORPORATION (present
position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Yasuo Otsubo has abundant experience in the telecom industry, working
toward the creation and expansion of a revolutionary solutions business as theGeneral Manager of the ICT Solution Headquarters, and the Company believes
that he is the appropriate person to continuously increase corporate value and has
nominated him as a candidate for reelection.

Tomohiro Kurosawa(Jul. 23, 1957)

Number of theCompany’s shares held:
7,000(Career summary, positions and areas of responsibility)
Jun. 2011

Senior Vice President, Managing Director of Hokkaido Regional
Office, NTT DoCoMo, Inc.

Jun. 2014

Operating Officer, General Manager of Mobile Sales Division,
DoCoMoBusiness
Headquarters,
KYOWA
EXEO
CORPORATION

Jun. 2015

Managing Operating Officer, General Manager of DoCoMo
Business Headquarters, and Mobile Sales Division, DoCoMo
Business Headquarters, KYOWA EXEO CORPORATION

Jun. 2016

Director and Managing Operating Officer, General Manager of
DoCoMo Business Headquarters, and Mobile Sales Division,
DoCoMoBusiness
Headquarters,
KYOWA
EXEO
CORPORATION

Jul. 2016

Director and Managing Operating Officer, General Manager of
DoCoMoBusiness
Headquarters,
KYOWA
EXEO
CORPORATION (present position)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:15/15 times (100%)Term served as Director of
the Company:
3 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Tomohiro Kurosawa has abundant experience in the telecom industry, taking
strong leadership as the General Manager of DoCoMo Business Headquarters topromote the expansion of the mobile business, and the Company believes that heis the appropriate person to continuously increase corporate value and has
nominated him as a candidate for reelection.

-9-

[Translation]

No. 7

Yuichi Koyama(Oct. 6, 1959)

Number of theCompany’s shares held:
5,500(Career summary, positions and areas of responsibility)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:15/15 times (100%)Term served as Director of
the Company:
2 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)No. 8Jun. 2013

General Manager of Office Users Business Division, Corporate
Sales Promotion Headquarters, NIPPON TELEGRAPH AND
TELEPHONE EAST CORPORATION

Jun. 2014

Senior Vice President, Deputy General Manager of Corporate Sales
Promotion Headquarters and Office Users Business Division,
Corporate Sales Promotion Headquarters, NIPPON TELEGRAPH
AND TELEPHONE EAST CORPORATION

Jun. 2016

Managing Operating Officer, General Manager of Communication& Business Network Headquarters, KYOWA EXEOCORPORATION

Jun. 2017

Director and Managing Operating Officer, General Manager ofCommunication & Business Network Headquarters, KYOWA
EXEO CORPORATION (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Yuichi Koyama has abundant experience and knowledge in the telecom
industry and executive management and has been promoting business expansion
in the public telecom infrastructure fields as General Manager of theCommunication & Business Network Headquarters, and the Company believes
that he is the appropriate person to continuously increase corporate value and has
nominated him as a candidate for reelection.

Hideo Higuchi(Sep. 15, 1956)

Number of theCompany’s shares held:
15,700(Career summary, positions and areas of responsibility)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2019:
Term served as Director of
the Company:-

Apr. 1980

Joined KYOWA EXEO CORPORATION

Jun. 2014

Operating Officer, Branch Manager of Tokai Branch, KYOWA
EXEO CORPORATION

Jun. 2015

Operating Officer, General Manager of Accounts & Finance
Division, KYOWA EXEO CORPORATION

Jun. 2018

Managing Operating Officer, General Manager of Accounts &Finance Division, KYOWA EXEO CORPORATION (present
position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Hideo Higuchi has used his abundant experience in the executive
management and extensive insight in overall management in his positions as
Branch Manager and as General Manager of Accounts & Finance Division, andthe Company believes that he is the appropriate person to continuously increase
corporate value and has nominated him as a candidate for Director.

- 10 -

[Translation]

No. 9

Number of theCompany’s shares held:
6,400

Yuki Sakuyama(Mar. 19, 1958)(Career summary, positions and areas of responsibility)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:15/15 times (100%)Term served as Director of
the Company:
6 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)No. 10Jun. 2010

Vice President, NTT Access Network Service Systems
Laboratories, NTT Information Sharing Laboratory Group,
NIPPON TELEGRAPH AND TELEPHONE CORPORATION

Jul. 2012

Vice President, Ikeno Tsuken Co., Ltd.

Dec. 2012

President and Representative Director, Ikeno Tsuken Co., Ltd.

Jun. 2013

Director, KYOWA EXEO CORPORATION (present position)

Jul. 2015

President and Representative
CORPORATION (present position)

Director,

EXEO

TECH

(Important concurrent positions)
President and Representative Director, EXEO TECH CORPORATION(Reasons for nomination as candidate for Director)
Mr. Yuki Sakuyama has used his abundant experience in the telecom industry
and extensive insight in overall management to exercise strong leadership atmajor subsidiaries of the Company, and the Company believes that he is theappropriate person to continuously increase corporate value and has nominatedhim as a candidate for reelection.

Number of theCompany’s shares held:
600

Hiroaki Kubozono(May 11, 1960)(Career summary, positions and areas of responsibility)
Jul. 2012

Vice President, Access Network Service Systems Laboratories,
Information Network Laboratory Group, NIPPON TELEGRAPH
AND TELEPHONE CORPORATION

Jun. 2014

Executive Director, Information
Engineering Association of Japan

Jul. 2017Managing Operating Officer, in charge of Business Structural
Reform, KYOWA EXEO CORPORATION

Jun. 2018

Senior Managing Director, General Manager of CSR Promotion
Division, and General Manager of ISO Promotion Division, CSR
Promotion Division, C-CUBE Corporation

Apr. 2019

Senior Managing Director, General Manager of CSR Promotion
Division, C-CUBE Corporation (present position)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2019:
Term served as Director of
the Company:-&

Telecommunications(Important concurrent positions)
To be appointed President and Representative Director, C-CUBE Corporation(Reasons for nomination as candidate for Director)
The Company has nominated him as a candidate for Director in order to continue
and deepen swift and close intra-group mutual communication, and to maximize
corporate value by realizing group synergy.

- 11 -

[Translation]

No. 11

Toshihiko Kumamoto(Nov. 25, 1957)

Number of theCompany’s shares held:
3,800(Career summary, positions and areas of responsibility)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:
7/7 times (100%)Term served as Director of
the Company:
9 months (at the conclusionof this Ordinary General
Meeting of Shareholders)Jun. 2010

Senior Vice President, General Manager of Tokai Division andGeneral Manager of Nagoya Branch, NIPPON TELEGRAPH
AND TELEPHONE WEST CORPORATION

Jun. 2012

Senior Vice President, Executive Manager of Network Department,
Plant Headquarters, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION

Jun. 2014

Senior Executive Vice President, Senior Executive Manager ofPlant Headquarters, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION

Jun. 2016

Advisor, Seibu Electric Industry Co., Ltd.

Jun. 2017

Representative Director and President, Seibu Electric Industry Co.,
Ltd. (present position)

Oct. 2018

Director, KYOWA EXEO CORPORATION (present position)(Important concurrent positions)Representative Director and President, Seibu Electric Industry Co., Ltd.
(Reasons for nomination as candidate for Director)
The Company has nominated him as a candidate for reelection as a Director inorder to continue and deepen swift and close intra-group mutual communication,and to maximize corporate value by realizing group synergy.

Note: Mr. Toshihiko
Kumamoto was elected as
Director at the 64th Ordinary
General Meeting of
Shareholders held at June 22,2018. As a result, his recordof attendance at Board of
Directors meetings included
only the meetings that were
held after Oct. 1, 2018.

- 12 -

[Translation]

Toshiro Ue

No. 12(May 25, 1939)

Number of theCompany’s shares held:
1,400(Career summary, positions and areas of responsibility)

Candidate forReelection
Board of Directors meeting
attendance during the year
ended March 31, 2019:
7/7 times (100%)

Jun. 1987

Representative Director and Vice President, NIPPON DENTSU
CO., LTD.

Jun. 1990

Representative Director and President, NIPPON DENTSU CO.,LTD.

Jun. 2005

Representative Director and Chairman, NIPPON DENTSU CO.,LTD.

Jun. 2010

Representative Director, Chairman and President, NIPPONDENTSU CO., LTD. (present position)

Oct. 2018

Director, KYOWA EXEO CORPORATION (present position)(Important concurrent positions)Representative Director, Chairman and President, NIPPON DENTSU CO., LTD.
(Reasons for nomination as candidate for Director)
The Company has nominated him as a candidate for reelection as a Director inorder to continue and deepen swift and close intra-group mutual communication,and to maximize corporate value by realizing group synergy.

Term served as Director of
the Company:
9 months (at the conclusionof this Ordinary General
Meeting of Shareholders)Note: Mr. Toshiro Ue waselected as Director at the64th Ordinary General
Meeting of Shareholders
held at June 22, 2018. As aresult, his record of
attendance at Board of
Directors meetings included
only the meetings that were
held after Oct. 1, 2018.

- 13 -

[Translation]

No. 13Kazuteru Kanazawa(Oct. 10, 1944)

Number of theCompany’s shares held:
4,400(Career summary, positions and areas of responsibility)

Candidate forReelection
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2019:15/15 times (100%)

Jun. 2001

Managing Executive Officer, Kawasaki Steel Corporation

Apr. 2003

Member of the Board and Executive Officer, General Manager of
Tsurumi Engineering & Manufacturing Center, JFE Engineering
Corporation

Sep. 2003

Member of the Board and Senior Executive Officer, JFE Holdings,
Inc.

Jun. 2006

Full-time Audit & Supervisory Board Member, JFE Shoji Holdings
Inc.

Apr. 2009

Visiting Professor, Dept. of Civil Engineering, Chubu University

Jun. 2010

Outside Audit & Supervisory Board Member, KYOWA EXEOCORPORATION

Jun. 2015

Outside Director, KYOWA EXEO CORPORATION (present
position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Director)
Mr. Kazuteru Kanazawa has abundant experience and extensive insight as an
executive officer at JFE Holdings and other companies, and has provided
Term served as Outside
appropriate advice and suggestions in important management decisions of the
Director of the Company: Company in his role as Outside Director, and the Company believes he will
4 years (at the conclusion of continue to contribute to strengthening the auditing function of the Board ofthis Ordinary General
Directors and ensuring transparency and has nominated him as a candidate for
Meeting of Shareholders) reelection.

- 14 -

[Translation]

No. 14

Yasushi Kohara(Jun. 29, 1953)

Number of theCompany’s shares held:
300(Career summary, positions and areas of responsibility)

Candidate forReelection
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2019:11/11 times (100%)

Jun. 2007

Managing Officer, Toyota Motor Corporation

Jun. 2011

Representative Director and President, Toyota Tokyo Corolla Co.,
Ltd.

Jun. 2015

Representative Director and President, Osaka Toyota Motor Co.,
Ltd.

Jun. 2018

Outside Director, KYOWA EXEO CORPORATION (present
position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Director)
Mr. Yasushi Kohara has abundant experience and broad insights in corporate
management through his posts at the Toyota Group, and has provided appropriate
advice and suggestions in important management decisions of the Company in
his role as Outside Director, and the Company believes he will continue tocontribute to strengthening the auditing function of the Board of Directors andensuring transparency and has nominated him as a candidate for reelection.

Term served as Outside
Director of the Company:
1 year (at the conclusion ofthis Ordinary General
Meeting of Shareholders)Note: Mr. Yasushi Kohara
was elected as Director at the64th Ordinary General
Meeting of Shareholders
held at June 22, 2018. As aresult, his record of
attendance at Board of
Directors meetings included
only the meetings that were
held after June 22, 2018.

- 15 -

[Translation]

Naoko Iwasaki

No. 15(Name in family register: Naoko Yamagiwa)(May 30, 1975)

Number of theCompany’s shares held:
0(Career summary, positions and areas of responsibility)

New Candidate
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2019:
Term served as Director of
the Company:-

Notes:

1.
2.
3.
4.
5.

Apr. 2012

Associate Professor, Institute of e-Government, Waseda University

Apr. 2017

Professor, Institute of e-Government, Waseda University (present
position)

Apr. 2017

President, International Academy of CIO Japan (present position)

Apr. 2017

Board Member, ARISE Advisory Board, Nanyang Technological
University, Singapore (present position)

Sep. 2018

Research Member, Research Association for Standardization of
Operation Process and System of Local Government Agencies andUtilization of AI and Robotics, Ministry of Internal Affairs andCommunications (present position)

Jan. 2019

Committee Chair, Smart Silver Innovation Committee, APEC(present position)(Important concurrent positions)
Professor (Doctor), Institute of e-Government, Waseda University
President, International Academy of CIO Japan
Board Member, ARISE Advisory Board, Nanyang Technological University,
Singapore
Research Member, Research Association for Standardization of Operation
Process and System of Local Government Agencies and Utilization of AI andRobotics, Ministry of Internal Affairs and Communications
Committee Chair, Smart Silver Innovation Committee, APEC
To be appointed Outside Director, ITOCHU Techno-Solutions Corporation(Reasons for nomination as candidate for Director)
Ms. Naoko Iwasaki is an international first-line researcher and expert on
utilization of ICT in areas such as international relations, national and local
government administration, disaster response and BCP, aging of society, and thepromotion of active roles for women. Although she has not been directly
involved in company management, the Company believes that she will provide
appropriate and valuable advice and suggestions in important management
decisions of the Company, which should lead to strengthening the auditing
function of the Board of Directors and ensuring transparency. The Company has
therefore nominated her as a candidate for Outside Director.

There are no conflicts of interest between any of the candidates and the Company.
Mr. Hiroaki Kubozono is expected to assume office as President of C-CUBE Corporation on June 13,
2019.
Ms. Naoko Iwasaki is expected to assume office as Outside Director of ITOCHU Techno-Solutions
Corporation on June 19, 2019.
Mr. Kazuteru Kanazawa, Mr. Yasushi Kohara and Ms. Naoko Iwasaki are candidates for Outside
Director positions, and are also candidates for Independent Officer positions, the latter of which is an
office provided for in the regulations of Tokyo Stock Exchange, Inc. and the Company’s regulations.
Liability Limitation Agreements with Outside Directors
In order for our Outside Directors to more effectively perform in their expected roles, Article 39 of
the current Articles of Incorporation of the Company provides that the Company may enter into
agreements with its Outside Directors limiting their liability for failure to properly perform theirrespective duties. Candidates for Outside Director, Mr. Kazuteru Kanazawa and Mr. Yasushi Kohara
have entered into an agreement with the Company that limits their liabilities for damages under
Article 423, paragraph 1 of the Companies Act to the minimum amount prescribed by laws andregulations, and if their reelections are approved, the above liability limitation agreement willcontinue. If candidate for Outside Director, Ms. Naoko Iwasaki, is elected, she will enter into anagreement with the Company that limits her liability for damages under Article 423, paragraph 1 of
the Companies Act to the minimum amount prescribed by laws and regulations.

- 16 -

[Translation]

Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Mr. Haruhiko Watanabe will resign from the position of Audit & Supervisory Board Member at
the conclusion of this Ordinary General Meeting of Shareholders. Accordingly the Company
proposes the election of one (1) Audit & Supervisory Board Member as his replacement.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidate for this position is as follows:

Kazuo Sato(Aug. 17, 1955)

Number of theCompany’s shares held:
8,600(Career summary and positions)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2019:
Audit & Supervisory
Board meeting attendance
during the year ended March
31, 2019:-

Jul. 2008

General Manager of Sales Planning Division, Network Solution
Business Headquarters, NTT COMWARE CORPORATION

Jul. 2010

General Manager of Development Division, Business Solutions
Headquarters, KYOWA EXEO CORPORATION

Jun. 2015

Operating Officer, General Manager of Development Division,
Business
Solutions
Headquarters,
KYOWA
EXEO
CORPORATION

Jun. 2018

President and Representative Director, ACCRESCO CO., LTD(present position)(Important concurrent positions)
To be appointed Audit & Supervisory Board Member, C-CUBE Corporation
To be appointed Audit & Supervisory Board Member, Seibu Electric Industry
Co., Ltd.
(Reasons for nomination as candidate for Audit & Supervisory Board Member)
Mr. Kazuo Sato has abundant experience in the telecom field and extensive
insight in overall management, having been involved in a range of operational
execution as an Operating Officer of the Company or the president of a
subsidiary, and the Company believes that he will appropriately perform his
duties as Audit & Supervisory Board Member. The Company has therefore
nominated him as a candidate for Audit & Supervisory Board Member.

Term served as Audit &Supervisory
Board Member of theCompany:
Notes:

1.
2.
3.
4.

There are no conflicts of interest between Mr. Kazuo Sato and the Company.
Mr. Kazuo Sato is expected to assume office as Audit & Supervisory Board Member of C-CUBE
Corporation on June 13, 2019 and Audit & Supervisory Board Member of Seibu Electric Industry
Co., Ltd. on June 14, 2019.
Mr. Kazuo Sato is scheduled to retire from his position as President and Representative Director of
ACCRESCO CO., LTD on June 21, 2019.
Liability Limitation Agreements with Audit & Supervisory Board Members
In order for our Audit & Statutory Board Members to more effectively perform in their expected roles,
Article 39 of the current Articles of Incorporation of the Company provides that the Company may
enter into agreements with its Audit & Supervisory Board Members limiting their liability for failure
to properly perform their respective duties. If the candidate for Audit & Supervisory Board Member,
Mr. Kazuo Sato, is elected, he will enter into an agreement with the Company that limits his liability
for damages under Article 423, paragraph 1 of the Companies Act to the minimum amount prescribedby laws and regulations.

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[Translation]

Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
The effective period for which Mr. Toshikazu Funo has been elected as Substitute Audit &Supervisory Board Member, a position to which he was elected at the 61st Ordinary General
Meeting of Shareholders held on June 23, 2015, will expire as of commencement of thisOrdinary General Meeting of Shareholders. Accordingly, in order to prepare for a possible
situation in which the number of Audit & Supervisory Board Members falls below the number
required by laws and regulations, the Company again proposes the election of one (1) Substitute
Audit & Supervisory Board Member.
Note that we may cancel this election by a resolution of the Board of Directors after obtaining
the consent of the Audit & Supervisory Board to the cancellation, provided that the resolution
for cancellation is approved before he takes office.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidate for this position is as follows:

Shinnosuke Yamada(Feb. 20, 1956)

Number of theCompany’s shares held:
0(Career summary and positions)Oct. 1983

New Candidate
Outside Officer
Independent Officer

Notes:

1.
2.
3.

Joined Asahi & Co.

Mar. 1987

Registered as Certified Public Accountant

May 2007

Representative Partner, KPMG AZSA & Co.

Jul. 2010

Managing Board Member, The Japanese Institute of Certified
Public Accountants (present position)

Jun. 2013

Deputy Chairman of Tokyo Chapter, The Japanese Institute ofCertified Public Accountants

Jul. 2017

Chairman of the Partnership Board, KPMG AZSA LLC

Jul. 2018

Opened Shinnosuke Yamada CPA Office (present position)

Sep. 2018

Auditor, Toho University (present position)(Important concurrent positions)
Head of Shinnosuke Yamada CPA Office
Managing Board Member, The Japanese Institute of Certified Public
Accountants
Auditor, Toho University(Reasons for nomination as candidate for Substitute Outside Audit &Supervisory Board Member)
Mr. Shinnosuke Yamada is a Certified Public Accountant with abundant
experience and specialized knowledge in finance and accounting, and although
he has not been directly involved in company management, the Company
believes that he will appropriately perform his duties as Audit & Supervisory
Board Member in case of lack of number of Outside Audit & Supervisory Board
Members. The Company has therefore nominated him as candidate for substituteOutside Audit & Supervisor Board Member.

There are no conflicts of interest between Mr. Shinnosuke Yamada and the Company.
Mr. Shinnosuke Yamada is a candidate for Substitute Outside Audit & Supervisory Board Member,and is also a candidate for Independent Officer provided for in the regulations of Tokyo Stock
Exchange, Inc. and the Company’s regulations.
Liability Limitation Agreements with Audit & Supervisory Board Members
In order for our Audit & Statutory Board Members to more effectively perform in their expected roles,
Article 39 of the current Articles of Incorporation of the Company provides that the Company may
enter into agreement with its Audit & Supervisory Board Members limiting their liability for failure
to properly perform their respective duties. If the candidate for Substitute Outside Audit &Supervisory Board Member, Mr. Shinnosuke Yamada, assumes office as an Outside Audit &Supervisory Board Member, he will enter into an agreement with the Company that limits his liability
for damages under Article 423, paragraph 1 of the Companies Act to the minimum amount prescribedby laws and regulations.

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[Translation]

Proposal 5:

Establishment of a Plan for the Granting of Restricted Shares to Directors as
Remuneration
At the 55th Ordinary General Meeting of Shareholders held on June 23, 2009, the amount of
remuneration, etc. for the Company’s Directors was approved at an amount not to exceed ¥350
million per year (however, this amount does not include the portion of employees’ salary for
Directors who concurrently serve as employees). At the same general meeting, remuneration by
Subscription Rights to Shares as share remuneration-type stock options was also approved at an
amount not to exceed ¥50 million per year, and at the 59th Ordinary General Meeting of
Shareholders held on June 21, 2013, remuneration by Subscription Rights to Shares as Stock
Options was approved at an amount not to exceed ¥20 million per year, separately from theaforementioned remuneration. The Company hereby proposes payment of remuneration (the“Plan”) for granting restricted shares to Directors (excluding outside Directors) of the Company(“Eligible Directors”) in order to provide them an incentive to sustainably increase theCompany’s corporate value and to further promote shared value between shareholders andEligible Directors, in place of the aforementioned remuneration by Subscription Rights toShares as Stock Options.
Under the Plan, the Company shall provide Eligible Directors with monetary remuneration
claims for the granting of restricted shares and Eligible Directors shall pay in to the Company,in the form of property contributed in kind, the entire amount of these monetary remuneration
claims, and, in return, common shares of the Company shall be allotted to Eligible Directors andtransfer restrictions shall be applied on the allotted shares for a certain period. The restricted
shares to be allotted to Eligible Directors shall be comprised of “performance-linked restricted
shares” and “continuous service-type restricted shares”. In the case of performance-linked
restricted shares, the number of shares on which transfer restrictions are to be lifted isdetermined in accordance with the degree of achievement, etc. with respect to performancetargets aimed at increasing the Company’s medium- to long-term corporate value, and in thecase of continuous service-type restricted shares, the condition for lifting the transfer restrictions
will be continuous service as Director or in other certain position(s) at the Company for acertain period of time.
The shareholders are requested to approve the total amount of monetary remuneration to be paid
to Eligible Directors for the granting of restricted shares in accordance with this proposal, atamounts not to exceed ¥50 million per year for the performance-linked restricted shares and not
to exceed ¥50 million per year for the continuous service-type restricted shares, separate fromthe existing scope of remuneration. These amounts are deemed reasonable in light of theaforementioned purposes. The specific timing and allocation of payment to each Eligible
Director of the Company shall be determined by resolution of the Board of Directors.
Provided that this proposal is approved as originally proposed, the Company will abolish theplans of remuneration by existing Subscription Rights to Shares as stock options (remuneration
by Subscription Rights to Shares as share remuneration-type stock options approved at the 55th
Ordinary General Meeting of Shareholders held on June 23, 2009 and remuneration by
Subscription Rights to Shares as stock options approved at the 59th Ordinary General Meetingof Shareholders held on June 21, 2013), and will not newly grant existing Subscription Rights toShares to Directors as stock options.
Eligible Directors shall provide all of the monetary remuneration claims to be provided under
this proposal in the form of property contributed in kind, in accordance with the resolution of
the Board of Directors of the Company and shall, in return, acquire newly-issued or disposed ofcommon shares of the Company. The total number of common shares to be newly issued or
disposed of by the Company under the Plan shall not exceed 50,000 shares per year for the- 19 -

[Translation]

performance-linked restricted shares and 50,000 shares per year for the continuous service-type
restricted shares (However, if, on or after the day on which this proposal is approved, theCompany conducts a share split (including allotment of its common shares without
contribution) or a reverse share split of its common shares, or any other similar reason arises
necessitating an adjustment to the maximum total number of the allotted shares, this maximum
total number shall be reasonably adjusted). The amount to be paid in per share shall be theclosing price of the Company’s common shares on the Tokyo Stock Exchange on the business
day immediately preceding the date of the relevant resolution by the Board of Directors (if there
is no closing price on such date, the closing price on the most recent preceding trading day).
The number of Eligible Directors at the conclusion of this Ordinary General Meeting of
Shareholders shall be eight (8), provided that Proposal 2 is approved as originally proposed.
With regard to the issuance or disposal of the common shares of the Company under the Plan,an agreement on allotment of the restricted shares that includes the provisions as summarized
below (hereinafter the “Allotment Agreement”) shall be entered into between the Company andeach Eligible Director.
1.

Restriction Period
The Eligible Director may not transfer, create a security interest on, or otherwise dispose of
the common shares of the Company received under the Allotment Agreement (the “Allotted
Shares”) for a period of at least three years as determined by the Board of Directors of theCompany in the case of the performance-linked restricted shares, and for a period of 30
years in the case of the continuous service-type restricted shares (the “Restriction Period”
for the performance-linked restricted shares and the continuous service-type restricted
shares, respectively).

2. Lifting of transfer restrictions(1) Performance-linked restricted shares
Notwithstanding the provisions of 1. above, the transfer restrictions on the allotted
performance-linked restricted shares shall be lifted, for the number of shares to be
determined in accordance with the degree of achievement with respect to consolidated
operating profit and other performance targets predetermined by the Board of Directors of
the Company, at the expiration of the Restriction Period, on the condition that the Eligible
Director will have continuously served as Director or in other certain position(s) with theCompany during the Restriction Period; provided, however, that in the event that the
Eligible Director loses a position as Director or other certain position with the Company
before the expiration of the Restriction Period due to a reason that the Board of Directors of
the Company deems justifiable, the number of shares for which the transfer restrictions areto be lifted and the timing of the lifting of such restrictions shall be reasonably adjusted asnecessary.
(2) Continuous service-type restricted shares
Notwithstanding the provisions of 1. above, the transfer restrictions on all the allotted
continuous service type restricted shares shall be lifted at the time of expiration of the
Restriction Period, on the condition that the Eligible Director remains in the position of
Director or other certain position(s) with the Company continuously during the Restriction
Period; provided, however, that in case where the Eligible Director loses a position as
Director or other certain position with the Company before the expiration of the Restriction
Period due to a reason that the Board of Directors of the Company deems justifiable, the- 20 -

[Translation]

number of shares for which transfer restrictions are to be lifted and the timing of the liftingof such restrictions shall be reasonably adjusted as necessary.
3.

Acquisition of the Allotted Shares without contribution
If certain grounds specified in the Allotment Agreement arise, such as the Eligible Director
retiring for reasons other than those that the Company’s Board of Directors deems
justifiable, the Company shall automatically acquire the Allotted Shares without
contribution.
The Company shall automatically acquire without contribution the Allotted Shares forwhich the transfer restrictions have not been lifted at the expiration of the Restriction
Period in accordance with the provisions of 2. above.

4.

Treatment during reorganization, etc.
Notwithstanding the provisions of 1. above, if, during the Restriction Period, mattersrelating to a merger agreement in which the Company is the disappearing company, a shareexchange agreement or share transfer plan in which the Company becomes a wholly owned
subsidiary, or other reorganization, etc. are approved at the Company’s General Meeting of
Shareholders (or at a meeting of its Board of Directors in cases where approval at theCompany’s General Meeting of Shareholders is not required in relation to thereorganization, etc.), the Company shall lift, by resolution of the Board of Directors of theCompany, the transfer restrictions on the Allotted Shares with regard to the number ofshares that is reasonably determined considering the period from the start date of the
Restriction Period to the effective date of the reorganization, etc. prior to the date on which
the reorganization, etc. becomes effective. In this case, the Company shall automaticallyacquire without contribution the Allotted Shares for which the transfer restrictions have notbeen lifted, as of the time immediately after the transfer restrictions are lifted.

5.

Other matters determined by the Board of Directors
In addition to the above, the method for expressing intentions and giving notifications in
the Allotment Agreement, the method for amending the Allotment Agreement, and othermatters to be determined by the Board of Directors shall be laid out in the Allotment
Agreement.

To ensure that the Eligible Directors will not be able to transfer, create a security interest on orotherwise dispose of the shares during the Restriction Period, the shares allotted to the Eligible
Directors under the Plan will be managed in dedicated accounts that the Eligible Directors openwith a securities company specified by the Company.

- 21 -