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 1, 2022
To Our Shareholders:
SEKIGUCHI Sozo
President and CEO
Artner Co., Ltd.
5-2, Nishidaimotsucho, Amagasaki, Hyogo(Headquarters Sumitomo Nakanoshima Building 2F,
Nakanoshima 3-2-18, Kita-ku, Osaka City)

Notice of Convocation for the 60th Ordinary General Meeting of Shareholders

You are hereby notified that the 60th Ordinary General Meeting of Shareholders (“the Meeting”) of
Artner Co., Ltd. (“the Company”) will be held on Thursday, April 21, 2022, as described below.
Ensuring the health and safety of our shareholders is our top priority. To mitigate the risk ofcontracting or spreading COVID-19, the Company will hold the Meeting with preventive andprotective measures in place.
However, we recommend that you exercise your voting rights in writing (by postal mail) or via theInternet in advance and refrain from attending the Meeting in person.
You may exercise your voting rights by either of the following methods. If you wish to exercise yourvoting rights after examining the attached reference materials for the Meeting, please do so by 5:30
p.m. on Wednesday, April 20, 2022 (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.

11.Time:Thursday, April 21, 2022 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 60th Period (February 1, 2021, to January 31, 2022)
Proposals:
Item No. 1: Payment of dividends of surplus
Item No. 2: Partial amendment to Articles of Incorporation
Item No. 3: Election of five Directors who are not members of the Audit and Supervisory
Committee
Item No. 4: Election of one Director who is a substitute member of the Audit and Supervisory
Committee~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
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.
Any amendments to be made to the reference materials, business report, or financial statements will be postedon the Company’s website (https://www.artner.co.jp).
Special Notice to Shareholders
To mitigate the risk of contracting or spreading COVID-19, we will take the following measures for the
Meeting. We appreciate your understanding and cooperation.
- There will be fewer seats available at the Meeting than before due to the need to provide sufficient space
between seats. Admission to the Meeting may be limited.
- We will check the body temperature of every attending shareholder at the entrance to the meeting venue. An
attending shareholder who is found to have a fever or who looks sick may be stopped and asked to refrain fromentering.
- Please wear a mask during the Meeting. Hand sanitizer will be available for your convenience at the venue toprevent infection.
- We will run the Meeting smoothly and efficiently to keep it shorter than usual.
- Directors as well as administrative and operational staff will wear masks during the Meeting.
Depending on how the COVID-19 situation will develop by the time of the Meeting, we might change theprocedure for the Meeting, including the above-mentioned measures. If significant changes should arise, wewill post an update on the Company’s website (https://www.artner.co.jp). Please check the website before you
attend the Meeting.

2

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 ¥20.50 per share.
If approved, the annual dividend for the fiscal year ended January 31, 2022 (the 60th Period), willamount to ¥34.50 per share, including the interim dividend of ¥14.00 paid earlier. This will be anincrease of ¥11.50 from the fiscal year ended January 31, 2021.
Matters concerning the proposed year-end dividend(1) Type of assets to be distributed to shareholders
Cash(2) Matters concerning the allocation of assets to be distributed to shareholders and the total
amount thereof
A cash dividend of ¥20.50 per common share of the Company will be paid. The total amountof dividends to be paid will be ¥217,823,652.
(3) Effective date of payment of dividend
April 22, 2022

3

Item No. 2: Partial amendment to Articles of Incorporation
1. Reasons for amendments(1) In preparation for an increase in the employment of persons with disabilities, and for futurebusiness expansion, we propose to add business purposes to Article 2, Purpose, of the current
Articles of Incorporation.
(2) The revised provisions stipulated in the proviso of Article 1 of the Supplementary Provisionsof the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will come into
effect on September 1, 2022. Therefore, in order to prepare for the adoption of a system forproviding materials for General Meetings of Shareholders in electronic format, we proposethat the Articles of Incorporation of the Company be amended as follows.
(i)

The proposed amendment to Article 15, Paragraph 1 stipulates that the measures forproviding information in electronic format will be implemented with regard to theinformation contained in reference documents for General Meetings of Shareholders.

(ii) The proposed amendment to Article 15, Paragraph 2 establishes provisions to limit thescope of matters to be described in paper-based documents to be provided to thoseshareholders who have requested the delivery thereof.
(iii) As the provisions on the disclosure of reference documents for General Meetings ofShareholders through the Internet (current Article 15 of the Articles of Incorporation) are
no longer necessary, they will be deleted.
(iv) In accordance with the above-mentioned new additions and deletion, we propose toestablish supplementary provisions regarding the effective dates, etc.
(3) In order to prepare for an event in which the number of Directors who are Audit andSupervisory Committee members falls below the quota set forth in laws and ordinances, we
propose to establish a provision that stipulates that the appointment of Directors who aresubstitute members of the Audit and Supervisory Committee be effective for two years.

42. Details of amendments
The details of the proposed amendments are as follows.
(The underlined sections indicate amended content.)
Current Articles of Incorporation
Proposed amendments(Objective)(Objective)
Article 2 (Text omitted)
Article 2 (No change)
1. to 8. (Text omitted)
1. to 8. (No change)(New)
9. General contract work
9. (Text omitted)
10. (No change)(Disclosure of reference materials for General
Meetings of Shareholders through the Internet)
Article 15
When convoking a General Meeting of
Shareholders, the Company may disclose
information related to matters required tobe recorded or presented in the reference
documents of the General Meeting of
Shareholders, business reports, financial
documents and consolidated financial
statements by using the Internet, in
accordance with the Ordinance of the
Ministry of Justice.
(New)(Deleted)(Measures for providing information inelectronic format)
Article 15
1 When convoking a General Meeting of
Shareholders, the Company shall takemeasures for providing the informationthat is contained in the reference
documents for the General Meeting of
Shareholders in electronic format.
2 Of the items to be provided in electronic
format, the Company may choose not topresent all or part of those items stipulatedby the Ordinance of the Ministry ofJustice in paper-based documents to bedelivered to shareholders who haverequested the delivery of said documents
by the voting record date.

5Current Articles of Incorporation(Terms of office)
Article 22 (Text omitted)
2 to 3 (Text omitted)(New)

Proposed amendments(Terms of office)
Article 22 (No change)
2 to 3 (No change)
4 A resolution to appoint a substitute Audit
and Supervisory Committee member
pursuant to the provisions of Article 329,
Paragraph 3 of the Companies Act shallremain effective until the commencementof the General Meeting of Shareholders
pertaining to the final fiscal year of the
fiscal years ending within two years
subsequent to the election.

Supplementary Provisions(Transitional measures regarding release fromliability of Auditors)
1 to 2 (Text omitted)

Supplementary Provisions(Transitional measures regarding release fromliability of Auditors)
1 to 2 (No change)(New)(Transitional measures for providing materials
for General Meetings of Shareholders inelectronic format)
1 The deletion of the current Article 15 of the
Articles of Incorporation (Disclosure ofreference documents for General Meetingsof Shareholders through the Internet) andthe addition of the amended Article 15(Measures for providing information inelectronic format) shall come into effect on
September 1, 2022 (hereinafter referred toas the "Effective Date"), which is the date ofenforcement of the revised provisions
stipulated in the proviso of Article 1 of the
Supplementary Provisions of the "ActPartially Amending the Companies
Act" (Act No. 70 of 2019).
2 Notwithstanding the provisions of thepreceding paragraph, the current Article 15of the Articles of Incorporation (Disclosureof reference documents for General
Meetings of Shareholders through theInternet) will remain in effect for any
General Meeting of Shareholders to be held
on a day that falls in a period within
6 months of the Effective Date.
3 This Supplementary Provision (Transitional
measures for providing materials for
General Meetings of Shareholders inelectronic format) shall be deleted aftera lapse of six months from the Effective
Date, or after a lapse of three months fromthe date of the General Meeting of
Shareholders referred to in the preceding
paragraph, whichever is the later.

6

Item No. 3: 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.

1

Career 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
June 1983
Joined MEITEC CORPORATION
Joined Osaka Technology Center Co., Ltd.
April 1988
(previous name of the Company)
SEKIGUCHI
Appointed Director; Head of the Business
7,216
March 1993
Sozo
Planning Office(Born December
sharesFebruary 1998 Appointed Director; Vice President
31, 1964)
February 2002 Appointed President and CEO (current)
Appointed Head of the Hyper Artner
February 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)7

Candidate

No.

2

3

Career 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
April 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
282,023(Born May 24,
sharesAppointed Managing Director; Head of the
March 1993
1954)
General Affairs Dept.
Appointed Managing Director; Head of the
February 2007
Management Division
Appointed Director; Head of the
May 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 Business
October 1993
Dept.
February 2002 Appointed Standing Auditor
Appointed Managing Director; Head of theApril 2004
Human Resources Dept.
Appointed Managing Director; Head of the
February 2007
Human Resources Division
Appointed Managing Director; Head of theApril 2007
OKUSAKA
Business Management Division
Kazuya279,776
Appointed Managing Director; Head of the(Born September March 2009
sharesTechnology Development Division3, 1955)
Appointed Managing Director; Head of the
February 2010
Business Promotion Division
Appointed Managing Director; Head of the
February 2011
Engineer Business Division
Appointed Director; Head of the Engineer
April 2011
Business Division
Appointed Director; Head of the Human
February 2013
Resources Business Division
Appointed 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 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)8

Candidate

No.

5Career 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
SATO
February 2013 and Strategy Division; Head of theSo
6,226
Engineer Agency Business Division(Born August 14,
sharesAppointed Director; Head of the Corporate
1973)
April 2015
Planning and Strategy Division; Head of
the 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 of
February 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 a
key 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
129,839(Born
sharesAppointed Director; Head of the Human
September 26, February 2011
Resources Business Division
1958)
Appointed Director; Head of the Engineer
February 2013
Business Division
Appointed Director; Head of the Human
February 2016
Resources Business Division
Appointed Director; Head of the
February 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)9

(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
2022. 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.
3. The number of the Company’s shares owned by candidates includes equities held by the Artner Officer
Stocks Society.

10

Item No. 4: Election of one Director who is a substitute member of the Audit and Supervisory
Committee
In order to prepare for a case in which the number of Directors who are Audit and Supervisory
Committee members falls below the quota stipulated by laws and ordinances, we propose to appoint
one Director who is a substitute member of the Audit and Sup
ervisory Committee.
In addition, Mr. NOMURA Ryuichiro, a candidate for a Director who is a substitute member of the
Audit and Supervisory Committee, will take office upon the condition that the number of Directors
who are Audit and Supervisory Committee members falls below the quota stipulated by laws andordinances. Further, said appointment will be effective until the commencement of the General
Meeting of Shareholders pertaining to the final fiscal year of the fiscal years ending within two years
subsequent to the election, subject to the approval of Proposal No. 2 "Partial Amendments to the
Articles of Incorporation". However, said appointment may be canceled by a resolution of the Boardof Directors, with the consent of the Audit and Supervisory Committee, provided this is done before
the Director who is an Audit and Supervisory Committee member assumes office.
The Audit and Supervisory Committee has granted its consent to this item.
The candidate to be a Director who is a substitute member of the Audit and Supervisory Committee
is as follows:
Name(Date of birth)

Career summary(Material concurrent position(s)currently held outside the Company)

No. of theCompany’s
shares owned

Joined Yasuda Trust & Banking Co., Ltd.
(now Mizuho Trust & Banking Co., Ltd.)May 1999
Appointed Kinshicho Branch Manager
April 2002
Appointed Hiroshima Branch Manager
Appointed Head of the Securities Agency
April 2004
Sales Dept.
Appointed Head of the Solution Sales
October 2005
Dept.
Appointed Executive Officer; Head of the
NOMURA
April 2007
Solution Sales Dept.
Ryuichiro
0Joined Mizuho Realty Co., Ltd. as Senior(Born February April 2008
sharesManaging Executive Officer
18, 1956)
September
Joined Taiyo House Co., Ltd. as Vice
2016
President
March 2020
Joined Nihon Unist Inc. as Advisor
Joined Marubeni Private Reit Inc. as
Executive Officer (current)[Material concurrent position currently
August 2020
held]
Marubeni Private Reit Inc.: Executive
Officer(Reasons for nominating him as a candidate for Outside Director who is a substitute memberof the Audit and Supervisory Committee, and an outline of expected role to play)
Mr. NOMURA Ryuichiro has been selected as a candidate Outside Director who is a
substitute member of the Audit and Supervisory Committee as he has a wealth of experienceand expertise gained from years of service in key roles and positions at financial institutions
and in corporate management, and as he is expected to deliver well-rounded judgments basedon his unique career and provide impartial and objective oversight.
April 1978

11

(Notes)
1. The Company has no conflicts of interest with any of these candidates.
2. Mr. NOMURA Ryuichiro is a candidate for substitute Outside Director.
3. Mr. NOMURA Ryuichiro meets the requirements for an independent director in accordance with thestipulations of the Tokyo Stock Exchange, and should he be appointed as a Director who is a member of the
Audit and Supervisory Committee, he will be reported to the Exchange as an independent director.
4. Should Mr. NOMURA Ryuichiro be appointed as a Director who is a member of the Audit and Supervisory
Committee, the Company intends to conclude an agreement to limit his liability for damages under Article
423, Paragraph 1 of the Companies Act, in accordance with the provisions of Article 427, Paragraph 1 of
the Act, and the maximum amount of liability for damages under the said agreements is the minimum
liability amount allowed under laws and regulations.
5. 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
2022. Should Mr. NOMURA Ryuichiro be appointed as a Director who is a member of the Audit andSupervisory Committee, he will be included among the insured under said insurance policy.
-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.

12