[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
Date of sending by postal mail: June 6, 2024
Start date of measures for electronic provision: May 29, 2024
To Our Shareholders:
Tetsuya Funabashi
President and Representative Director
EXEO Group, Inc.
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 70th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 70th Ordinary General Meeting of Shareholders of EXEO
Group (the “Company”) will be held on June 26, 2024, as described hereunder.
In convening this General Meeting of Shareholders, the Company has taken measures forproviding information that constitutes the content of reference documents for the general meetingof shareholders, etc. (matters for which measures for providing information in electronic format
are to be taken) in electronic format, and has posted the information on each of the following
websites. Please access either of the websites to view the information.
The Company’s Website:
https://www.exeo.co.jp/ir/kabushiki.html#ir_kabushiki_meeting (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/1951/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “EXEO Group” in“Issue name (company name)” or the Company’s securities code “1951” in “Code,” and click“Search.” Then, click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here foraccess” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”)
We will be livestreaming this General Meeting of Shareholders, so please consider utilizing thisservice on the day, upon having exercised your voting rights beforehand in writing or via the Internet
or other means.
With regard to exercising voting rights in writing or via the Internet or other means, pleaseexamine the accompanying Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. on Tuesday, June 25, 2024 (JST).

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Meeting Details
1. Date and Time:
2. Venue:

Wednesday, June 26, 2024, at 10:00 a.m. (JST)(The reception desk opens at 9:00 a.m.)
29-20, Shibuya 3-chome, Shibuya-ku, Tokyo
EXEO Group 3F Conference Room

3. Purposes:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 70th Fiscal Year(from April 1, 2023, to March 31, 2024) and Reports of Audit on the Consolidated
Financial Statements by Accounting Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 70th Fiscal Year (from April 1, 2023,
to March 31, 2024)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Two (2) Directors
Proposal 2:
Election of Three (3) Audit & Supervisory Board Members
Proposal 3:-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 the dividend on equity ratio (DOE) as an indicatorand our basic policy is to continue issuing stable dividends.
Based on this policy, we propose the following year-end dividend setting our target DOE at 4.0%
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:¥60
Total amount of dividends¥6,304,635,300

3.

Effective date of dividend from surplus
Thursday, June 27, 2024
1. Starting in the fiscal year ended March 31, 2024, we raised the target DOE level to 4.0%
from 3.5% to further increase profit distribution to shareholders.
2. A 2-for-1 stock split of common shares was conducted on April 1, 2024. For the year-end
dividend for the fiscal year ended March 31, 2024, we will pay a dividend based on thenumber of shares before the stock split because the date of record for dividends is March 31,
2024.

*
*

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[Translation]

Proposal 2:

Election of Two (2) Directors

Mr. Takafumi Sakaguchi will resign from the position of Director at the conclusion of thisOrdinary General Meeting of Shareholders. Therefore, along with the election of one (1) Director
as his replacement, in order to enhance and strengthen the management system, the Company
intends to increase the total number of Directors by one (1), and proposes the election of two (2)Directors. If elected, the terms of the two directors will be until the end of the terms of the otherserving directors.
The Company has selected the candidates for these positions in consultation with and based on
the recommendation of the Nominating Committee.
The candidates for these positions are as follows:
No.

Name

1

Keigo Kajimura

2

Koji Tanaka

Positions and areas of responsibility

Termserved as
Director

Board ofDirectors
meeting
attendance

New

–

–

–

New

Managing Operating Officer,
Representative of West Japan Head Officeand Branch Manager of Kansai Branch

–

–

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[Translation]

No. 1

Keigo Kajimura(March 20, 1965)

Number of theCompany’s shares held:
2,000(Career summary, positions and areas of responsibility)
July 2009

Head of Integrated Customer Services, Network Business Division,
NTT Communications Corporation

June 2012

Head of Systems, NTT Communications Corporation

June 2015

Head of Solutions Services, NTT Communications Corporation

June 2017

Director, Head of Solutions Services, NTT Communications
Corporation

Apr. 2020

Director, Head of Solutions Services, Business Solutions Division,
NTT Communications Corporation

June 2020

President and Representative Director, NTT Com Engineering
Corp.

June 2022

Senior Executive Vice President and Representative Member of theBoard, Head of Platform Services Division, NTT Communications
Corporation (present position)

New Candidate

Board of Directors meeting
attendance during the fiscal(Important concurrent positions)year ended March 31, 2024:
N/A–(Reasons for nomination as candidate for Director)
Term served as Director of Mr. Keigo Kajimura possesses not only abundant management experience andleadership but also broad experience and insight in promoting various solution
the Company:
service business reforms in the telecom industry and outstanding character, and–the Company believes that he is the appropriate person to continuously increase
the corporate value of the Group and has nominated him as a candidate forreelection.

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[Translation]

Koji Tanaka

No. 2(May 28, 1968)

Number of theCompany’s shares held:
3,300(Career summary, positions and areas of responsibility)
June 2018

General Manager of the Network Interconnection Department,
Network and Engineering Division, Nippon Telegraph andTelephone West Corp.

June 2021

Senior Vice President, General Manager of the Network
Interconnection Department, Network and Engineering Division,
Nippon Telegraph and Telephone West Corp.

June 2023

Managing Operating Officer, Representative of West Japan Head
Office, Deputy Branch Manager of Kansai Branch, Deputy General
Manager of Communication & Business Network Headquarters,
Deputy General Manager of Solutions Headquarters, EXEO Group,
Inc.

July 2023

Managing Operating Officer, Representative of West Japan Head
Office, Deputy Branch Manager of Kansai Branch, Deputy General
Manager of Communication & Business Network Sales Division,
General Manager of Public Works Sales Department,
Communication & Business Network Sales Division, Deputy
General Manager of Solutions Headquarters, EXEO Group, Inc.

New Candidate
Board of Directors meeting
attendance during the fiscal Apr. 2024
year ended March 31, 2024:–
Term served as Director of
the Company:–

Notes:

1.
2.
3.

4.

Managing Operating Officer, Representative of West Japan Head
Office and Branch Manager of Kansai Branch, EXEO Group, Inc.
(present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Koji Tanaka has abundant experience and insight in the telecom industry andoutstanding character, and has been promoting business expansion of the Groupas Representative of West Japan Head Office and Branch Manager of Kansai
Branch, and the Company believes that he is the appropriate person tocontinuously increase corporate value and has nominated him as a candidate forelection.

There are no special interests between any of the candidates and the Company.
Mr. Keigo Kajimura is scheduled to retire from his position as Senior Executive Vice President andRepresentative Member of the Board of NTT Communications Corporation on June 13, 2024.
The Company has entered into directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, paragraph 1 of the Companies Act, and in the event of a claim
for damages arising from the execution of duties by the insured directors and officers, the said
insurance contract shall cover the damages and legal expenses. Each candidate elected as Director will
be included as an insured person under the said insurance contract.
A 2-for-1 stock split of common shares was conducted on April 1, 2024. The above number of theCompany’s shares held are the number of shares after the stock split.

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[Translation]

Proposal 3:

Election of Three (3) Audit & Supervisory Board Members

The terms of office of Mr. Yasuo Otsubo, Mr. Shinnosuke Yamada, and Ms. Eiko Osawa as Audit& Supervisory Board Members will expire at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes the election of three (3) Audit & Supervisory
Board Members.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidates for these positions are as follows:
No.

Positions

Term served
as Audit &Supervisory
Board
MemberBoard ofDirectors
meeting
attendance

Audit &
Supervisory
Board
meeting
attendance

Operating Officer,
General Manager
of HumanResources
Department

–

–

–

1 year

11/11

11/11

–

–

–

Name

1

Naruhiko Yamada

2

Eiko Osawa

3

Akira Harashima

New

Reelection

New

Outside Audit &Supervisory
Independent Board Member
Outside–Independent-7-

[Translation]

No. 1

Naruhiko Yamada(November 23, 1963)

Number of theCompany’s shares held:
15,800(Career summary, positions and areas of responsibility)
Apr. 1987

Joined EXEO Group, Inc.

June 2020

Operating Officer, Branch Manager of Tokai Branch, EXEO Group,
Inc.

June 2021

Operating Officer, General Manager of Human Resources
Department, EXEO Group, Inc. (present position)(Important concurrent positions)
N/A
New Candidate(Reasons for nomination as candidate for Audit & Supervisory Board Member)
Mr. Naruhiko Yamada has abundant experience and outstanding insight in theGroup, having been involved in a range of operational execution, such as branch
Board of Directors meeting office management and human resource operations, as an Operating Officer of theattendance during the fiscal Company, and the Company believes that he will appropriately perform his duties
year ended March 31, 2024: as Audit & Supervisory Board Member. The Company has therefore nominated–him as a candidate for Audit & Supervisory Board Member.
Audit & Supervisory Board
meeting attendance during
the fiscal year ended March
31, 2024:–
Term served as Audit &Supervisory Board Memberof the Company:–-8-

[Translation]

No. 2

Eiko Osawa(February 27, 1963)

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

Candidate for Reelection
Outside Officer
Independent Officer

Oct. 1989

Joined Asahi Shinwa & Co. (currently KPMG AZSA LLC)

June 1993

Joined Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)

Aug. 1993

Registered as a Certified Public Accountant

Aug. 2005

Seconded to Accounting Standards Board of Japan as ResearchSpecialist

Oct. 2006

Seconded to International Accounting Standards Board as Visiting
Fellow

July 2008

Partner, Ernst & Young ShinNihon LLC

July 2021

Head of Osawa CPA Office (present position)

Sept. 2021

Registered as a Certified Public Tax Accountant

Board of Directors meeting Nov. 2021 Supervisory Director, Mitsui Fudosan Logistics Park Inc. (present
position)
attendance during the fiscal
year ended March 31, 2024: June 2023 Outside Audit & Supervisory Board Member, EXEO Group, Inc.
(present position)
11/11 times (100%)(Important concurrent positions)Audit & Supervisory Board Head of Osawa CPA Officemeeting attendance during Supervisory Director, Mitsui Fudosan Logistics Park Inc.
the fiscal year ended March(Reasons for nomination as candidate for Outside Audit & Supervisory Board
31, 2024:
Member)11/11 times (100%)
Ms. Eiko Osawa has abundant global experience and expertise in finance at a major
auditing firm and accounting as a Certified Public Accountant, and the Company
Term served as Audit &believes that she will appropriately perform her duties as Audit & Supervisory
Supervisory Board Member
Board Member. The Company has therefore nominated her as a candidate forof the Company:
1 year (at the conclusion of reelection as an Outside Audit & Supervisory Board Member.
this General Meeting of
Shareholders)Note: Ms. Eiko Osawa waselected as Audit &Supervisory Board Member
at the 69th Ordinary General
Meeting of Shareholders
held on June 23, 2023. As aresult, her record of
attendance at Board of
Directors meetings andAudit & Supervisory Board
meetings includes only themeetings that were held
since taking up the position.

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[Translation]

Akira Harashima

No. 3(November 19, 1960)

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

New Candidate
Outside Officer
Independent Officer

Apr. 2014

Executive Officer, General Manager of Corporate Planning
Division, Tokio Marine Holdings, Inc.

Apr. 2015

Executive Officer, Tokio Marine Holdings, Inc.

Apr. 2016

Managing Executive Officer, Tokio Marine Holdings, Inc.

Apr. 2019

Senior Managing Executive Officer, Tokio Marine Holdings, Inc.

June 2019

Senior Managing Director, Tokio Marine & Nichido Fire InsuranceCo., Ltd.

June 2019

Senior Managing Director (Representative Director), Tokio Marine
Holdings, Inc.

Apr. 2022

Director and Vice President (Representative Director), Tokio
Marine Holdings, Inc.

Apr. 2022
Director and Vice President, Tokio Marine & Nichido Fire
Board of Directors meeting
Insurance Co., Ltd.
attendance during the fiscal
June 2023 Adviser (Full-time), Tokio Marine Holdings, Inc. (present position)
year ended March 31, 2024:(Important concurrent positions)–
Adviser (Full-time), Tokio Marine Holdings, Inc.
Audit & Supervisory Board (Reasons for nomination as candidate for Outside Audit & Supervisory Board
meeting attendance during Member)the fiscal year ended March Mr. Akira Harashima has abundant experience and outstanding insight into
31, 2024:
corporate management, including global business, as a director of such companies–
as Tokio Marine Holdings, Inc., and the Company believes that he willappropriately perform his duties as Audit & Supervisory Board Member. The
Term served as Audit &Company has therefore nominated him as a candidate for Audit & Supervisory
Supervisory Board Member Board Member.
of the Company:–
Notes:

1.
2.
3.

4.

5.

There are no special interests between any of the candidates and the Company.
Ms. Eiko Osawa and Mr. Akira Harashima are candidates for Outside Audit & Supervisory Board
Member, and are also a candidate for Independent Officer, the latter of which is an office provided forin the regulations of Tokyo Stock Exchange, Inc. and the Company’s regulations.
In order for our Audit & Supervisory Board Members to more effectively perform 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 toproperly perform their respective duties. If the candidates for Audit & Supervisory Board Member, Mr.
Naruhiko Yamada and Mr. Akira Harashima, are elected, they will enter into an agreement with theCompany that limits their liabilities for damages under Article 423, paragraph 1 of the Companies Act
to the minimum amount prescribed by laws and regulations. Also, if the reelection of Ms. Eiko Osawa
is approved, the liability limitation agreement between her and the Company will continue.
The Company has entered into directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, paragraph 1 of the Companies Act, and in the event of a claim
for damages arising from the execution of duties by the insured directors and officers, the said
insurance contract shall cover the damages and legal expenses. Each candidate elected as Audit &Supervisory Board Member will be included as an insured person under the said insurance contract.
A 2-for-1 stock split of common shares was conducted on April 1, 2024. The above number of theCompany’s shares held are the number of shares after the stock split.

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[Translation]

Reference: Skill matrix for Directors and Audit & Supervisory Board Members if Proposal 2 andProposal 3 are approved.
Directors

Name

Tetsuya
Funabashi

Positions

Vice President
President andand
Representative
Representative
Director
Director

Corporate
governanceand ESG
Innovation
and DXEngineering
Marketingand global
business
Finance andaccounting
Legalmatters,human
resources,
and labor

Keigo
Kajimura

Koichi
Mino

Noriyuki
WatabeYuichiKoyamaFumitoshi
Imaizumi

ShigekiHayashiKoji Tanaka

Director andExecutive
Operating
Officer

Director andExecutive
Operating
Officer

Director andManaging
Operating
Officer

Director andManaging
Operating
Officer

Director andManaging
Operating
Officer

Director andManaging
Operating
Officer

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

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[Translation]

Outside Directors

Name

Yasushi
KoharaNaoko
Iwasaki

Tatsushi
Mochizuki

Keiji
YoshidaTomokoAramakiPositions

Director

Director

Director

Director

Director

●

●

●

●

●

Corporate
governanceand ESG
Innovation
and DX

Audit & Supervisory
Board Members

Outside Audit & Supervisory
Board Members

Shinji
KojimaKimikoAkira
Eiko Osawa
Takahashi
Harashima

Naruhiko
YamadaStanding Audit Standing Audit
Audit &
Audit &
Audit && Supervisory & Supervisory
Supervisory
Supervisory
Supervisory
Board Member Board Member Board Member Board Member Board Member

●

●

●

●

●

Engineering●

Marketingand global
business
Finance andaccounting
Legal matters,
humanresources, and
labor

●

●

●

●
●

●

●

●

●

*

●

●
●

●

●

●

These are the skills particularly expected of each Director and Audit & Supervisory Board Member. They are notthe only skills possessed by each party.

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