This document has been translated and summarized from Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 3673
March 3, 2022
To Our Shareholders
4-13-14 Higashi-Shinagawa, Shinagawa-ku, Tokyo
Broadleaf Co., Ltd.
Kenji Oyama, President and Representative Director

NOTICE OF THE 13TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to inform you that the 13th Annual General Meeting of Shareholders (the “Meeting”) of
Broadleaf Co., Ltd. (the “Company”) will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights by electromagnetic means(Internet, etc.) or in writing (by mail). Please review the accompanying Reference Documents for the
General Meeting of Shareholders before exercising your voting rights.
1. Date and Time:
2. Place
3. Meeting Agenda:
Matters to be reported:

Matters to be resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:

Friday, March 25, 2022 at 10:00 a.m. (Japan time)
Ariake Central Tower Hall & Conference Hall B, 4F
Ariake Central Tower, 3-7-18, Ariake, Koto-ku, Tokyo
1. The Business Report and the Consolidated Financial Statements for the
13th Fiscal Year (from January 1, 2021 to December 31, 2021) and
Audit Results of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors
2. The Non-Consolidated Financial Statements for the 13th Fiscal Year(from January 1, 2021 to December 31, 2021)
Partial changes to the Articles of Incorporation
Appropriation of Surplus
Election of Six (6) Directors
Election of Two (2) Substitute Corporate Auditors-1-4. Guide to Exercising Voting Rights(1) If you exercise your voting rights in writing (by mail)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Formand return it so that it is received by 5:30 p.m. on Thursday, March 24, 2022 (Japan time).
(2) If you exercise your voting rights by electronic means (Internet, etc.)
Please visit the Company’s designated voting website (https://soukai.mizuho-tb.co.jp/), after
confirming the “Instructions for Voting via the Internet” on page 4 in Japanese version of the
Meeting’s booklet, vote for or against the proposals, by 5:30 p.m. on Thursday, March 24, 2022
(Japan time), in accordance with the instructions on the screen.
In addition, the electronic platform for exercising voting rights operated by Investor
Communications Japan Inc. (ICJ, Inc.) is available to institutional investors.
(3) If you exercise your voting rights more than once:
If you exercise your voting rights both by electronic means (Internet, etc.) and in writing (by mail),regardless of the date your Voting Rights Exercise Form is received, only the voting rights you
exercise by electronic means (Internet, etc.) will be counted.
If you exercise your voting rights more than once by electronic means (Internet, etc.), only thevoting rights you exercise last will be counted.
➢ If you plan to attend in person, please present the enclosed Voting Rights Exercise Form at the reception desk upon
your arrival.
For the purpose of saving resources, we will refrain from distributing related materials. So please be sure to bringthis notice with you.
➢ The consolidated statements of changes in equity and notes to the consolidated financial statements and the nonconsolidated statements of changes in equity and notes to the non-consolidated financial statements are not included
in a notice of convocation because they are published on the Company’s website(https://www.broadleaf.co.jp/ir/stock/meeting/) pursuant to laws and regulations and provisions in Article 14 of the
Articles of Incorporation.
The consolidated statements of changes in equity and notes to the consolidated financial statements and the nonconsolidated statements of changes in equity and notes to the non-consolidated financial statements, which are
published on the Company’s website, are documents audited by the Accounting Auditor and the Corporate Auditor,
and the audit report is provided on subsequent pages (pages 49 to 54 in Japanese version of the Meeting’s booklet)
in this notice of convocation.
➢ Any changes in the Business Report, consolidated financial statements, non-consolidated financial statements, orReference Documents for the General Meeting of Shareholders will be reported on the Company’s website(https://www.broadleaf.co.jp/ir/stock/meeting/) or (https://www.broadleaf.co.jp/english/ir/stock/meeting/).
➢ Reception will begin at 9:00 a.m. (Japan time)-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Partial changes to the Articles of Incorporation
1. Reason for proposal
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No.70 of 2019) are due to come into effect on
September 1, 2022. Accordingly, the Company proposes changes to its Articles of Incorporation toprepare for adoption of a system for the electronic provision of materials for the General Meeting of
Shareholders. Details are as follows.
(1) Article 14, Paragraph 1 in the proposed changes stipulates to the effect that the Company shall takethe measure for electronic provision of materials with respect to information that constitutes thecontent of reference materials for the General Meeting of Shareholders.
(2) Article 14, Paragraph 2 in the proposed changes shall establish provisions to limit the scope of mattersto be stated in the document that shall be issued to shareholders who request the issuance of the
document.
(3) The provisions “Disclosure via Internet of Reference Document for General Meeting of Shareholders,etc. and Deemed Provision” (Article 14 of the current Articles of Incorporation) will be madeunnecessary, and the Company proposes deleting these provisions.
(4) With the establishment and deletion of provisions described above, supplementary provisions on
effective date, etc. shall be established.

-3-

2. Details of changes
Details of the changes are as follows.
(The changes are underlined.)
Current Articles of Incorporation
Article 14(Disclosure via Internet and Deemed Provision ofReference Documents, etc. for General Meetingsof Shareholders)
When convening the General Meeting of
Shareholders, the Company may deem that the
information required to be described or indicatedin the reference documents for the General
Meeting of Shareholders, business reports,financial statements and consolidated financial
statements has been provided to the shareholders
when such information is disclosed through amethod that uses the Internet in accordance with
Ordinances of the Ministry of Justice.
<Newly established>

Proposed changes<Delete>Article 14(Electronic Provision Measure, etc.)
1. The Company shall deliver information inreference documents for the General Meeting of
Shareholders in an electronic form.
2. The Company may omit all or part of information
specified in the Ordinance of the Ministry ofJustice and provided in an electronic form fromdocuments delivered to shareholders who haverequested paper-form documents before the record
date of voting rights.

-4-Current Articles of Incorporation<Newly established>

Proposed changes(Supplementary provisions)
1. The deletion of the Article 14 (Disclosure on theInternet and Deemed Provision of Shareholders’
General Meeting Reference Documents, etc.) of
the Articles of Incorporation and the addition of
Article 14 (Electronic Provision Measure, etc.) of
the proposed revision shall take effect on
September 1, 2022, the date of enforcement of therevised provision in the proviso of Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70, 2019)(hereinafter, the “Enforcement Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 14 of the current Articles ofIncorporation shall remain valid for any General
Meeting of Shareholders the date of which is adate within six (6) months of the Enforcement
Date.
3. These Supplementary provisions shall be deleted
on the date on which six (6) months have elapsed
from the Enforcement Date or the date on which
three (3) months have elapsed from the date of theGeneral Meeting of Shareholders under thepreceding paragraph, whichever is later.

-5-

Proposal No. 2: Appropriation of Surplus
We position the return of profit to our shareholders as an important management issue.
For the fiscal year under review, the Company will pay a year-end dividend of 4.7 yen for one share of its
common stock (which increases its annual dividend to 8.7 yen per share, including the interim dividend
that has been already paid).
1. Type of dividend property
Cash
2. Matters concerning the allocation and total amount of dividend property
4.7 yen per share of common stock of the Company, or 429,448,076 yen in total
3. Date on which dividends from surplus shall be effective
March 28, 2022

[Reference]

Annual dividend
per share (Note)
Dividend payout
ratio (Consolidated)

10th Fiscal Year
(FY2018)

11th Fiscal Year
(FY2019)

12th Fiscal Year
(FY2020)13th Fiscal Year
(FY2021) (Forecast)12.0 yen

13.0 yen

13.2 yen

8.7 yen

39.5%

36.7%

46.9%

35.2%

(Note) The abovementioned amounts of the annual dividend show figures that reflect a 2-for-1 common stock split conducted by theCompany, which became effective on April 1, 2018.

-6-

Proposal No. 3: Election of Six (6) Directors
The term of office of all the six (6) directors will expire at the close of this general meeting of shareholders.
Accordingly, we propose the election of six (6) directors.
The candidates for directors are as follows:
Candidate
No.

Name

Current positions andresponsibilities in the
Company

Attendance atmeetings of theBoard of Directors

1

Kenji Oyama

President andRepresentative Director(100%)

2

Kenichi Yamanaka

Executive Vice President
and Director(100%)

3

Morio Kizawa

External Director

4

Hiroshi Takada

External Director

5

Risa Tanaka

External Director

6

Kumiko Igushi

External Director

-7-

16/16
16/16
16/16

(100%)
16/16(100%)
16/16(100%)
16/16(100%)

Properties
Reappointment

Reappointment
Reappointment
Independent

External

Reappointment
Independent

External

Reappointment
Independent

External
FemaleReappointment
Independent

External
FemaleCandidate No.

１ Kenji Oyama■ Date of birth
September 10, 1968
■ Number of the Company’s
shares held
1,048,773 shares■ Attendance at meetings of theBoard of Directors
16/16 (100%)

Reappointment

Brief personal history, positions and responsibilities
Apr. 1987 Joined Being Co., Ltd.
Oct. 2005
Apr. 1989 Director of Being Co., Ltd.
Jan. 2006
Dec. 1996 President CEO of Being Investments
Corp.
Jun. 2006
Jul. 2000 Executive Vice President andDirector of Being Co., Ltd.
Jan. 2015
Jul. 2002 Executive Officer, General Manager
of Marketing Department and Sales
Department of Being Co., Ltd.

Consultant of ITX Corporation
Executive Vice President andDirector of the Company
President and Representative Directorof the Company (present)
Advanced Academic Agency’s
Visiting Professor of The Graduate
School of Project Design (present)

Reasons for nomination as candidate for Director
Mr. Kenji Oyama has a great deal of experience and achievements as well as strong leadership with respect to corporate management.
The Company has nominated him again as a candidate for Director, based on the judgment that he is the right person in terms ofdetermining the execution of important duties and supervising the execution of responsibilities by Directors and Executive Officers.

Candidate No.

2 Kenichi Yamanaka■ Date of birth
October 10, 1968
■ Number of the Company’s
shares held
63,469 shares■ Attendance at meetings of theBoard of Directors
16/16 (100%)

Brief personal history, positions and responsibilities
Apr. 1992 Joined Mitsubishi ElectricJan. 2011
Engineering Co., Ltd.
Jan. 1996 Joined Being Co., Ltd.
Apr. 2000 Executive Officer of Being Co., Ltd.
in charge of Business Strategies - EC Mar. 2012
promotion
Nov. 2005 Executive Officer CIO of JIMOS Co.,
Ltd. in charge of Corporate Services - Jan. 2014
B2B Solutions
Oct. 2010 Executive Officer and General
Manager of Administration Divisionof the Company

Reappointment
Executive Officer, General Manager
of Administration Division andGeneral Manager of Corporate
Management Group of the Company
Director, Executive Officer andGeneral Manager of Administration
Division of the Company
Executive Vice President andDirector of the Company (present)

Reasons for nomination as candidate for Director
Mr. Kenichi Yamanaka has been supervising the administrative and business management sectors since he assumed the position of
Executive Officer at the Company. In light of his career, the Company considers that he is the right person in terms of facilitating smoothorganizational management on a Group-wide basis, and has therefore nominated him again as a candidate for Director.

-8-

Candidate No.

3 Morio Kizawa■ Date of birth
April 8, 1944
■ Number of the Company’s
shares held
16,400 shares■ Attendance at meetings of theBoard of Directors
16/16 (100%)■ Number of years as director
10 years (at the close of thisgeneral meeting ofshareholders)

Reappointment

Brief personal history, positions and responsibilities
Apr. 1970 Joined Nippon Univac Ltd. (nowFeb. 1999
Nihon Unisys, Ltd.)Mar. 1985 Joined Citizen Watch Co., Ltd.
Sept. 1985 Citizen Europe Ltd.
Feb. 2006
President and Managing Director
Feb. 1992 President and Representative
Director, and Vice-President of U.S. Mar. 2012
Headquarters of Mentor Graphics
Japan Co. Ltd.

External

Independent

President and Representative
Director of Conexant Systems Japan
Co., Ltd.
President and Representative
Director, and Vice-President of U.S.
Headquarters of Autodesk, Inc.
Advisor of Autodesk, Inc.
External Director of the Company(present)

Reason for the selection as a candidate for External Director and expected roles
Mr. Morio Kizawa has served as Representative Director at Autodesk, Inc. and other companies and played an active role as the managerof an IT company and a global company that engage in software development and sales, etc. He has specialist knowledge and extensive
experience in the industries related to the Company’s business.
The Company nominated Mr. Morio Kizawa again as a candidate for External Director because, by leveraging his knowledge andexperience, it can expect to obtain advice from various perspectives on the general management of the Company.
Matters relating to independence
The Company considers Mr. Morio Kizawa to be a candidate for independent director because, given his objective and neutral standpointthat is independent from the Company, he is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements
for independent officers as specified by the Tokyo Stock Exchange.

-9-Candidate No.

4 Hiroshi Takada■ Date of birth
December 22, 1946
■ Number of the Company’s
shares held
6,400 shares■ Attendance at meetings of theBoard of Directors
16/16 (100%)■ Number of years as director
2 years (at the close of thisgeneral meeting ofshareholders)

Reappointment

Brief personal history, positions and responsibilities
Apr. 1969 Joined Toyota Motor Sales Co., Ltd. Dec. 2009
(now Toyota Motor Corporation)
Jan. 1995 General Manager of Advertising
Division of Toyota Motor
Corporation
Jul. 2012
Jun. 2001 Director of Toyota Motor
Corporation
Jun. 2003 Managing Officer of Toyota Motor
May 2013
Corporation
Jun. 2005 Senior Managing Director of
Toyota Motor Corporation
Jun. 2009 Chairman and Representative
Director of Toyota Administa Inc.
Jul. 2019(now Toyota Mobility Tokyo. Inc.)
Chairman of Toyota Nagoya
Education Center, Inc.
Oct. 2009 President and Representative Directorof Toyota Marketing Japan
Mar. 2020
Corporation (now Toyota Motor
Corporation)
Jun. 2020

External

Independent

President and Representative
Director of Toyota Motor Sales &Marketing Corp. (now Toyota
Motor Corporation)
Head Director of Organization for
Small & Medium Enterprises andRegional Innovation
Representative Director of All
Japan Radio & Television
Commercial Confederation (nowAll Japan Confederation ofCreativity) (present)
Representative Director of Japan
General Incorporate Association ofProfessionals for Medium andSmall Sized Business Management
Ltd. (JPBM) (present)
External Director of the Company(present)
External Director of Chubu ElectricPower Co., Inc.(present)

Important concurrent positions
Representative Director of All Japan Confederation of Creativity
Representative Director of JPBM
Reason for the selection as a candidate for External Director and expected roles
Mr. Hiroshi Takada engaged in the management of advertising, sales, marketing and other operations at Toyota Motor Corporation andserved as an officer of the company and a representative director at its group’s sales and marketing affiliates. In addition, he plays anactive role as the head of an independent administrative agency that undertakes support for the management of medium- and small-sizedcompanies. He has specialist knowledge and extensive experience for the promotion of a range of businesses.
The Company has nominated Mr. Takada as a candidate for External Director again because by leveraging his knowledge and experience,
it can expect to obtain advice from various perspectives on sales, marketing and new business strategies of the Company.
Matters relating to independence
The Company considers Mr. Hiroshi Takada to be a candidate for independent director because, given his objective and neutral standpointthat is independent from the Company, he is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements
for independent officers as specified by the Tokyo Stock Exchange.
The Company engages in transactions with companies referred to in the above brief history including Toyota Motor Corporation, which
however account for less than one percent of overall transactions conducted by the Company and other companies.

- 10 -

Candidate No.

5 Risa Tanaka■ Date of birth
November 14, 1966
■ Number of the Company’s
shares held
0 shares■ Attendance at meetings of theBoard of Directors
16/16 (100%)■ Number of years as director
2 years (at the close of thisgeneral meeting ofshareholders)

Reappointment

External

Independent

FemaleBrief personal history, positions and responsibilities
Apr. 1993 Joined Sendenkaigi Co., Ltd.
Feb. 2019 Member of the Social CapitalFeb. 2001 Director and Editor-in-Chief ofDevelopment Council and theSendenkaigi Co., Ltd.
Transport Policy Council (MLIT)
Aug. 2010 Director of Japan Association for(present)
Rail Advertising (present)
Member of the Fiscal System
Apr. 2012 Professor at The Graduate School ofCouncil (Ministry of Finance)
Project Design of Advanced(present)
Academy Agency
Jun. 2019 External Director of SB Players
Apr. 2014 Executive Vice President andCorp. (present)
Managing Editor of Sendenkaigi
Mar. 2020 External Director of the Company
Co., Ltd.
(present)
Jun. 2014 External Director of Japan Post Co., Oct. 2020 Member of National Land
Ltd. (present)
Development Council (present)
Apr. 2016 President of The Graduate School of Apr. 2021 Director of Mie University (present)
Project Design of Advanced
Jan. 2022 Member of the 33nd Local System
Academy Agency (present)
Research Council (Ministry of
Director of Media and Information
Internal Affairs andof Sendenkaigi Co., Ltd. (present)
Communications) (present)
Jan. 2019 Member of the Central Environment
Council (Ministry of theEnvironment) (present)
Important concurrent positions
President of The Graduate School of Project Design of Advanced Academy Agency

Reason for the selection as a candidate for External Director and expected roles
Ms. Risa Tanaka has a great deal of knowledge about corporate public relations and marketing, and in addition, has specialist knowledge
and extensive experience related to the Company's business, particularly because she has been making proposals and recommendations
for many years from various perspectives, including that as a committee member of the National Land Development Council related tothe automobile industry.
The Company has nominated Ms. Risa Tanaka again as a candidate for External Director because, by benefiting from her knowledge
and experience, it can expect to obtain advice from various perspectives on the Company's public relations and growth strategies.
She is an External Director at Japan Post Co., Ltd., which has received administrative punishment for illegal sales practices on December
27, 2019 from the Minister of Internal Affairs and Communications and the Financial Services Agency. As an External Director, sheregularly gives advice about compliance. After the illegal practices were revealed, she requested that the Board of Directors of Japan Post
take steps to prevent a recurrence and has been performing her duties appropriately.
Matters relating to independence
Given her objective and neutral standpoint that is independent from the Company, Ms. Risa Tanaka is unlikely to have conflicts of interest
with general shareholders and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange. The Company
thus considers her as a candidate for independent corporate auditor.
(Note) The name of Ms. Risa Tanaka in the family register is Risa Saito.

- 11 -

Candidate No.

6 Kumiko Igushi■ Date of birth
September 3, 1968
■ Number of the Company’s
shares held
0 shares■ Attendance at meetings of theBoard of Directors
16/16 (100%)■ Number of years as director
2 years (at the close of thisgeneral meeting ofshareholders)

Reappointment

Brief personal history, positions and responsibilities
Oct. 2000 Manager of Telecom and Media
Jun. 2009
Division of Deloitte Tohmatsu
Consulting Co., Ltd. (now Deloitte
Tohmatsu Consulting LLC)
Jan. 2003 Manager of Strategic Planning
Sep. 2011
Department of Hewlett-Packard
Japan, Ltd. (now Deloitte Tohmatsu
Consulting LLC.)
Jul. 2012
Sep. 2003 Manager of Liaison Department ofStrategic Planning Office andconcurrently a chief lobbyist of
Sep. 2014
Hewlett-Packard Japan, Ltd. (nowHewlett Packard Japan, G.K.）
Jun. 2006 Manager of Business Planning
Nov. 2015
Department and Manager of New
Business Development Department
Apr. 2016
at Aon Holdings Japan, Ltd.
Manager of Sales Market
Jul. 2017
Development Department at Aon
Risk Management Japan, Ltd. (nowJul. 2018
Aon Japan Ltd.)HR Consulting Director at Aon
Mar. 2020
Consulting Japan, Ltd. (now Aon
Solutions Japan, Ltd.)
Dec. 2021

External

Independent

FemaleAcquired the master of public
administration degree (MPA) at
Graduate School of Public
Administration, Harvard University
Manager - Strategy and Market
Development -, Global Business
Service at IBM Japan, Ltd.
Associate Partner, Consulting
Department, Global Business
Service at IBM Japan, Ltd.
Established, and President andRepresentative Director(CEO&COO) of K.K.
Kasumigaseki Sogo Kenkyusho
External Director of USEN
Corporation
External Director of Amagasa Co.,Ltd.
External Director of USEN-NEXT
HOLDINGS Co., Ltd.
External Director of Visionary
Holdings Co., Ltd (present)
External Director of the Company(present)
Advisor to USEN-NEXT
HOLDINGS Co., Ltd. (present)

Reason for the selection as a candidate for External Director and expected roles
Ms. Kumiko Igushi engaged in business strategies and other services in companies that operate businesses globally, and has specialist
knowledge and extensive experience concerning new business development and overseas business expansion in particular.
The Company has nominated Ms. Kumiko Igushi again as a candidate for External Director because, by benefiting from her knowledge
and experience, it can expect to obtain advice from various perspectives on the Company's new business management and overseas
expansion.
Matters relating to independence
The Company considers Ms. Kumiko Igushi to be a candidate for independent director because, given her objective and neutral standpointthat is independent from the Company, she is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements
for independent officers as specified by the Tokyo Stock Exchange.

- 12 -

(Notes) 1. There are no special interests between any candidate for director and the Company.
2. The candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi are nominated as External
Directors.
3. The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and
Ms. Kumiko Igushi as Independent Directors stipulated by the Tokyo Stock Exchange. If the re-appointment of the External
Director candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi are approved, theCompany plans to keep them as Independent Officers.
4. The Company has entered into liability limitation agreements with Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka
and Ms. Kumiko Igushi pursuant to Article 427, Paragraph 1 of the Companies Act, limiting their liability for damages asprovided for under Article 423, Paragraph 1 of the Companies Act. If the reappointment of External Director candidates Mr.
Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi is approved, the Company will extend the termof the agreement.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such
limitation of liability is approved only if the applicable External Director has executed his or her duties in good faith withoutcommitting gross negligence.
5. The Company entered into a liability insurance agreement for executive officers, etc. with an insurance company as stipulated
in Article 430-3, paragraph 1 of the Companies Act to make sure that every officer, executive director and employee who is ina managerial or supervisory position at the Company or its subsidiaries is compensated for losses and damages incurred byhim/her according to the said insurance. The candidates will be the insured under the insurance policy if they are appointed
and take office as a Director. The insurance policy is scheduled to be renewed with the same coverage- 13 -

(Reference) Expertise and careers (skills matrix) of Directors and Audit & Supervisory Board members
In the skills matrix for the Company’s officers, namely, directors and audit & supervisory board members,
skills are defined separately depending on whether officers are executive directors or non-executive
directors as indicated below.
(●) Executive director: Officer’s skills that should be demonstrated for the execution of operations(■) Non-executive director: Officer’s specific skills that the Company expects to be demonstrated.
If the election of all directors proposed in the notice of convocation is approved, the skills matrix for theCompany’s directors and audit & supervisory board members are shown as below.
Expertise and Experience
International
experience

Sales andmarketingTechnologies
and R&D

ICT

●

●

●

●

●

●

Kenichi Yamanaka

Executive Vice
President and Director●●

Morio Kizawa

External Director■■

Hiroshi Takada

External Director

■

■

■

Risa Tanaka

External Director

■

■

●

●

●
●

●

■

■

Kumiko Igushi

External Director

Kenji Hirasawa

Full-time Auditor■■

Tsuyoshi Nishimoto

External Corporate
Auditor■Hideto Ozaki

External Corporate
Auditor■Finance andaccounting

Industryknowledge

President andRepresentative Director

Positions at theCompany after theelection

Legal affairs
and riskmanagement

Overallmanagement

Kenji Oyama

Name

■

■

(Notes) 1. General management: Management experience at listed companies required to make management decisions while also taking
appropriate risk-taking into account
2. Industrial knowledge: Deep knowledge about industries surrounding the Company and SaaS-based businesses
3. Overseas experience: Management experience backed by global perspectives nurtured at international companies
4. Sales and marketing: Knowledge of sales activities and marketing that have a direct impact on sales and profitability ofcompanies.
5. Technology and research & development: Knowledge about research and development activities with a focus on software
6. ICT: Knowledge about the utilization of digital information by means of telecommunication technologies such as the Internet
7. Legal affairs: Knowledge about risk management and the experience thereof required to facilitate sound and stable
management, while simultaneously taking laws and compliance into consideration.
8. Finance and accounting: Knowledge about financial strategies and general accounting / tax matters at companies andexperience thereof- 14 -

Proposal No. 4: Election of Two (2) Substitute Corporate Auditors
The Company wishes to elect two (2) Substitute Corporate Auditors in advance in case there is a shortfallin the number of Corporate Auditors specified by laws and regulations.
The candidates for Substitute Corporate Auditors are as follows. Candidate Kinya Ikeda is nominated tofill any vacancy for a Corporate Auditor who is not an External Corporate Auditor, and candidate Yusuke
Asakura is nominated to fill any vacancy for an External Corporate Auditor.
The Board of Corporate Auditors has approved this proposal in advance.
Candidate No.

１ Kinya Ikeda■ Date of birth
May 20, 1959
■ Number of the Company’s
shares held
0 shares

Brief personal history and positions
Apr. 1982 Joined NEC Corporation
Jun. 2010 General Manager of Sales
Coordination / Examination
Planning Department of NEC
Corporation
Jun. 2012 General Manager of Sales
Coordination / Examination
Department of NEC Corporation
Apr. 2014 General Manager of Audit
Department of NEC Networks &System Integration Corporation

Apr. 2015 General Manager of Management
Audit Department of NEC Networks& System integration Corporation
Senior General Manager of Safety
Quality Control
Apr. 2018 Division of NEC Networks &System Integration Corporation
Aug. 2019 Joined the Company
Jan. 2020 General Manager of Internal Audit
Office of the Company (present)
Mar. 2020 Substitute Corporate Auditors of theCompany (present)

Reason for nomination as candidate for Substitute Corporate Auditor
Mr. Kinya Ikeda has served as the General Manager of Audit Department at NEC Networks & System Integration Corporation and has
specialist knowledge and extensive experience in the Auditing. He is involved in audit operations relating to the appropriateness of eachdivision from a fair and independent standpoint as the General Manager of Internal Audit Office of the Company.
The Company nominated Mr. Kinya Ikeda as a candidate for Substitute Corporate Auditor again because, by leveraging his knowledge
and experience, based on the judgement that he is the right person in terms of being able to appropriately carry out his duties as a Corporate
Auditor of the Company.

- 15 -

Candidate No.

2 Yusuke Asakura■ Date of birthAugust 19, 1982
■ Number of the Company’s
shares held
0 shares

External

Brief personal history and positions
Sep. 2007 Passed the bar examination
Dec. 2008 Registered as attorney-at-law
Joined Bingham McCutchen
Murase, Sakai Mimura AizawaForeign Law Joint Enterprise
Sep. 2011 Partner of Miwa Law Firm

IndependentMar. 2016 Substitute External Corporate
Auditor of the Company
Dec. 2017 External Corporate Auditor of theCompany
Mar. 2018 Substitute External Corporate
Auditor of the Company (present)
May. 2021 Partner of Akiyama Asakura Law
Office (present)

Important concurrent positions
Partner of Akiyama Asakura Law Office
Reason for nomination as candidate for Substitute External Corporate Auditor
Mr. Yusuke Asakura is a qualified attorney-at-law and expert in corporate law, and has special knowledge and extensive experience.
Although Mr. Yusuke Asakura has not been involved in corporate management in the past, the Company has continued to nominate Mr.
Yusuke Asakura as a candidate for Substitute External Corporate Auditor based on the judgement that he is the right person as an External
Corporate Auditor in terms of ensuring the appropriateness of the execution of the Company’s business, focusing on the reinforcement of
the audit capabilities of the Corporate Auditor for the aforementioned reason.
Matters relating to independence
The Company does not have any dealings with the abovementioned law firms and considers Mr. Yusuke Asakura to be a candidate for
Substitute External Corporate Auditor because, given his objective and neutral standpoint that is independent from the Company, he isunlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by the
Tokyo Stock Exchange (TSE).

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(Notes) 1. There are no special interests between any candidate for substitute corporate auditor and the Company.
2. The candidate Yusuke Asakura is nominated as Substitute External Corporate Auditor.
3. Mr. Yusuke Asakura meets the requirements for independent officers specified by the Tokyo Stock Exchange. Accordingly, if
Mr. Yusuke Asakura is appointed External Corporate Auditor, the Company will report him as an independent officer to theTokyo Stock Exchange.
4. If the elections of Mr. Kinya Ikeda and Mr. Yusuke Asakura, the candidates for Corporate Auditor, are appointed, the Company
will enter into a liability limitation agreement with each of them pursuant to Article 427, Paragraph 1 of the Companies Act,
limiting their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. The limitation of
liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability isapproved only if the applicable Corporate Auditor has executed his or her duties in good faith without committing grossnegligence.
5. The Company entered into a liability insurance agreement for executive officers, etc. with an insurance company as stipulated
in Article 430-3, paragraph 1 of the Companies Act to make sure that every officer, executive director and employee who is ina managerial or supervisory position at the Company or its subsidiaries is compensated for losses and damages incurred byhim/her according to the said insurance. Mr. Kinya Ikeda is insured under this agreement on the basis that he is an employee
in a managerial and supervisory position and if he is elected as Corporate Auditor, he will continue to be insured under theagreement. If Yusuke Asakura is elected as Corporate Auditor, he will also be insured under the agreement.

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