Securities Code: 6185

25th Fiscal Year
Notice of Convocation of
the Ordinary General Meeting of Shareholders
Date and Time
Wednesday, June 22, 2022 at 10:00 a.m. (JST)
Location
Shibuya Excel Hotel Tokyu (in Shibuya Mark City) 6F Planets Room,
1-12-2 Dogenzaka, Shibuya-ku, Tokyo(Please see the location map at the end of this notice.)
Proposals
Proposal 1
Partial amendment to the Articles of Incorporation
Proposal 2
Election of three (3) Directors (excluding Directors who are Audit and Supervisory
Committee members)
Proposal 3
Election of three (3) Directors who are Audit and Supervisory Committee members
No souvenirs
There will be no souvenirs provided to theshareholders who attend the General Meeting of
Shareholders. We ask for your kind understanding.

SMN Corporation-1-

Securities Code: 6185
June 3, 2022

To our shareholders:
2-11-1 Osaki, Shinagawa-ku, TokyoSMN Corporation
Daisuke Imiya

President and Representative Director

Notice of Convocation of the 25th Ordinary General Meeting of Shareholders
We are pleased to inform you that the 25th Ordinary General Meeting of Shareholders will beheld. The details are as follows.
To prevent COVID-19 infection, we strongly recommend that you exercise your voting rights in writing or via
the Internet at this General Meeting of Shareholders. Votes need to arrive or be received no later than 6:30 p.m.
Tuesday, June 21, 2022. I ask for the understanding and cooperation of our shareholders with regard to this issue.
1. Date and Time
2. Location

Wednesday, June 22, 2022 at 10:00 a.m. (JST)Shibuya Excel Hotel Tokyu (in Shibuya Mark City) 6F Planets Room,
1-12-2 Dogenzaka, Shibuya-ku, Tokyo(Please see the location map at the end of this notice.)

3. Meeting Agenda
Reports
1. Business report and the Consolidated Financial Statements, for the 25th Fiscal Year (from
April 1, 2021 to March 31, 2022), as well as the audit reports of the Accounting Auditor
and the Audit and Supervisory Committee for Consolidated Financial Statements.
2. Non-Consolidated Financial Statements for the 25th Fiscal Year (from April 1, 2021 toMarch 31, 2022).
Proposals
Proposal 1 Partial amendment to the Articles of Incorporation
Proposal 2 Election of three (3) Directors (excluding Directors who are Audit and Supervisory
Committee members)
Proposal 3 Election of three (3) Directors who are Audit and Supervisory Committee members

We request the shareholders that will come to the venue to submit the enclosed Voting Form at the reception desk.

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Of the documents that should be included in this notice of convocation, notes to consolidated financial statements
and non-consolidated financial statements are not included in this notice of convocation because they are supposed
to be provided respectively on the Company’s website (https://www.so-netmedia.jp/) pursuant to laws andregulations and provisions in Article 15 of the Articles of Incorporation.
The consolidated financial statements and non-consolidated financial statements that the Audit and Supervisory
Committee and the Accounting Auditor audited to prepare an audit report and an accounting audit reportrespectively include what should be included as notes to consolidated financial statements and non-consolidated
financial statements in this notice in addition to the documents included in this notice.
If circumstances arise whereby revisions should be made to the contents of the reference documents for the
General Meeting of Shareholders, the business report, consolidated financial statements, and non-consolidated
financial statements, the changes shall be published on the following Company’s website (https://www.sonetmedia.jp/).
Notice on COVID-19 Coronavirus
To prevent COVID-19 infection, we ask shareholders who are considering attending the General Meeting of
Shareholders to pay full attention to the number of COVID-19 cases and your physical conditions on the day ofthe meeting and to wear a mask and take as much care as possible to prevent infections.
To ensure adequate distances between shareholders, we may not be able to have a sufficient number of seats.
Please note that if all seats are occupied, we will not be able to allow all shareholders who arrive to enter thevenue.
We will take necessary steps to prevent infection according to the number of COVID-19 cases on the day of themeeting. If we plan to change our handling of the meeting significantly due to future circumstances, we will postchanges on the website below.
https://www.so-netmedia.jp/-3-Reference Documents for the General Meeting of Shareholders
Proposal 1
Partial amendment to the Articles of Incorporation
1. Reason for the proposal
With the enforcement on September 1, 2022 of the revised provisions stipulated in the proviso of Article 1of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019), theCompany proposes amending its Articles of Incorporation to prepare for the adoption of a system for theelectronic provision of materials for General Meetings of Shareholders, as follows.
(1) The establishment of a system for providing information on the content of Reference Documents for the
General Meeting of Shareholders in electronic format will be required to be specified in articles ofincorporation. Accordingly, the establishment of Article 15 (Electronic Provision Measure, etc.),
Paragraph 1 is proposed.
(2) In order to limit the scope of information on documents in writing to the scope determined by the
Ministry of Justice ordinance, in the case where shareholders request to receive the delivery of the said
documents that describe certain matters among matters which are the content of Reference Documents
for the General Meeting of Shareholders in electronic format, the establishment of Article 15 (Electronic
Provision Measure, etc.), Paragraph 2 is proposed.
(3) With the introduction of a system for providing information on the content of materials for General
Meetings of Shareholders in electronic format, Article 15 (Internet Disclosure and De Facto Provisionof Reference Documents for General Meeting of Shareholders, etc.) of the current Articles ofIncorporation will be unnecessary. Accordingly, the said provisions are proposed to be deleted.
(4) The establishment of supplementary provisions regarding the effect of the establishment and deletion of
the above provisions is proposed. The said supplementary provisions shall be deleted after the expirationof specified periods.
2.

Details of amendments
The details of the amendments are shown below.

(The underlined parts show the change.)

Existing Articles of Incorporation(Disclosure via Internet of Reference Documents for General
Meeting of Shareholders, etc. and Deemed Provision)
Article 15 When convening the General Meeting of Shareholders,the Company may consider the information disclosed on
the matters that should be specified or displayed in
Reference Documents for the General Meeting of
Shareholders, business reports, financial statements, andconsolidated financial statements via methods that use
the internet pursuant to the Ministry of Justice ordinanceas having been provided to the shareholders.

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Proposed Amendments(Delete)Existing Articles of Incorporation

Proposed Amendments(Electronic Provision Measure, etc.)
Article 15 Upon convening a General Meeting of Shareholders, theCompany shall take the electronic provision measurewith respect to information that constitutes the content
of Reference Documents for General Meeting of
Shareholders, etc.
2 Among matters for which the electronic provision
measure will be taken, the Company will not be required
to state all or part of the matters prescribed by the
Ministry of Justice ordinance in the document that will
be issued to shareholders who requested the issuance ofthe document by the record date for voting rights.
Supplementary Provision
Supplementary Provision(Transitional procedures for exemption of Auditors from liability (Transitional procedures for exemption of Auditors from liability
before change to a company with an Audit and Supervisory before change to a company with an Audit and Supervisory
Committee)
Committee)
Article 1 (Omitted)
Article 1 (Unchanged)(Transitional measures for the system for electronic provision ofmaterials for General Meetings of Shareholders)(New)
Article 2 The deletion of Article 15 (Internet Disclosure and De
Facto Provision of Reference Documents for General
Meeting of Shareholders, etc.) of the Articles ofIncorporation and the establishment of Article 15(Electronic Provision Measure, etc.) in Articles ofIncorporation shall take effect on September 1, 2022.
2 Notwithstanding the provisions of the preceding
paragraph, the Article 15 (Internet Disclosure and De
Facto Provision of Reference Documents for General
Meeting of Shareholders, etc.) of the Articles ofIncorporation shall remain in force with respect to a
general meeting of shareholders to be held within six (6)months from September 1, 2022.
3 These supplementary provisions shall be deleted on thedate on which six (6) months have elapsed from
September 1, 2022 or the date on which three (3) months
have elapsed from the date of the General Meeting of
Shareholders under the preceding paragraph, whicheveris later.
(New)

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Proposal 2

Election of three (3) Directors (excluding Directors who are Audit and Supervisory Committee
members)

The terms of office of all the five (5) Directors (excluding Directors who are Audit and Supervisory Committee
members; The same shall apply to this proposition) shall continue until the conclusion of this General Meeting.
We have reviewed the positions and roles of the Corporate Officers and the Board of Directors and has decided
that after the end of the term of office, we will reduce the number of Directors by two. We ask the shareholders
to elect three Directors (including an Outside Director).
The Audit and Supervisory Committee and the Nomination and Remuneration Committee have decided that all
Director candidates listed on this agenda item are qualified as Directors. The candidate Directors are as follows:
No.

Name

1

Daisuke Imiya

Current positions
President and Representative
Director

2 Noriyoshi Nakagawa Director

Responsibilities and importantconcurrent positions

Classification

Overall management

Reappointment

Corporate Officer of Sony Network
Communications Inc.

Reappointment
Newly appointed

3

RUM Advisers, Inc.
Director of EPCO Co., Ltd.

Tadashi Tamura

OutsideIndependent

Reappointment

Candidates for Directors to be reappointed

Newly appointed

Candidates for Directors to be newly appointed

OutsideCandidates for Outside Directors

Independent Candidate for Independent Officer notified to stock exchange(For reference) Policy and procedure for nomination of Director candidates
The Company has a Nomination and Remuneration Committee, a non-mandatory committee that has the same functions as the nominationcommittee at a company with a nomination committee. Half or more of the members of the Nomination and Remuneration Committee are
Outside Directors. The Nomination and Remuneration Committee reports its opinion on the nomination of Director candidates to theBoard of Directors.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(Significant important positions outside the Company)
April 2000

Reappointment

Daisuke Imiya(May 19, 1976)

August 2012
August 2017
April 2018
April 2020

1
June 2021

Joined Sony Corporation (present Sony Group
Corporation)
Sony Mobile Communications Inc. (present Sony
Corporation)
Director (part time) of Qrio, Inc.
Sony Network Communications Inc.
Manager, Business Platform Department, IoT
Business Division, Sony Network
Communications Inc.
President and Representative Director of theCompany (present)

Number of theCompany’s shares owned(As of March 31, 2022)

12,984 shares

Reason for nomination
Mr. Daisuke Imiya is judged to be qualified as a Director and nominated as a Director candidate
because he has a deep knowledge about IT system management and is expected to rejuvenate
management, expedite management decision making, and strengthen the SMN Group’s
technological capability.
June 2007

Reappointment

Noriyoshi Nakagawa(April 8, 1971)
2

Joined So-net Entertainment Corporation (presentSony Network Communications Inc.)
December 2013 Director of So-net Media Entertainment Co., Ltd.
(present Sony Music Solutions Inc.)
September 2014 Joins SMN Corporation, Manager of Corporate
Control Dept.
January 2015
Corporate Officer of SMN Corporation
April 2016
Director of So-net Media Trading Corporation(present SMT Corporation)
June 2016
Director and Corporate Officer of SMN
Corporation
September 2017 Director of So-net Media Ventures Corporation(present SMN Ventures Corporation)
June 2021
Corporate Officer of Sony Network
Communications Inc. (current position)

Reason for nomination
Mr. Noriyoshi Nakagawa is judged to be qualified as a Director and was nominated as a Director
because he has extensive experience in company management and is thus expected to give
appropriate advice.

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116,087 shares

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(Significant important positions outside the Company)
April 1995
July 2014

Newly appointed
OutsideIndependent

3

Tadashi Tamura(April 21, 1974)

Joined NTT Facilities, Inc.
Executive Vice President of Kinoshita & Partners,
Inc.
February 2015 Established MULTITTO, Inc., Representative
Director (current position)
June 2017Managing Director of TEPCO Energy Partner,
Incorporated
Director of Familynet Japan Corporation
August 2017
Director of TEPCO HomeTech, Inc.
Director of Tokyo Energy Alliance Co., Ltd.
September 2017 President of TEPCO i-Frontiers, Inc.
April 2018
Director of PinT, Inc.
April 2019
Director of Tepco Customer Service Co., Ltd.
July 2021
Joins RUM Advisers, Inc. (current position)
March 2022
Outside Director of EPCO Co., Ltd. (current
position)

Number of theCompany’s shares owned(As of March 31, 2022)‒ shares

Reasons for nomination and overview of expected roles
Mr. Tadashi Tamura is an Outside Director candidate because he is judged to be qualified as an
Outside Director due to his extensive experience in company management and is expected togive appropriate advice to the Company. If he is elected, he will be involved in decision making
by the Board of Directors from an independent position.
(Notes) 1. The career summaries of Mr. Daisuke Imiya and Mr. Noriyoshi Nakagawa include their positions andresponsibilities at Sony Network Communications Inc., the parent company of the Company, and subsidiaries of
the Company in the past ten years.
2. Each candidate does not have any special interest in the Company.
3. The Company has executed an agreement with Mr. Noriyoshi Nakagawa on the limitation of liability for damages
as provided for under the provisions of Paragraph 1, Article 423 of the Companies Act according to the provisionsof Paragraph 1, Article 427 thereof. The maximum amount of liability based on this agreement shall be theminimum amount stipulated in Article 425, Paragraph 1 of the Companies Act, and if the reelection of Mr.
Nakagawa is approved, the Company intends to continue the aforementioned agreement with him. If the electionof Mr. Tadashi Tamura is approved, the Company will enter into the same agreement with him.
4. The Company plans to register Mr. Tamura as an Independent Officer pursuant to the provisions of theTokyo Stock Exchange.

-8-5. The Company has entered into a directors’ and officers’ liability insurance contract with an insurance company as
stipulated in Article 430-3, paragraph 1 of the Companies Act. Directors and Auditors of the Company and thesubsidiaries of Companies that are described in 1. (3) (iii) Status of important subsidiaries (p. 22) (including persons
who were in office during the fiscal year under review) of the Company are the insured persons under the contract.
The insurance premiums are borne in full by the Company. Any candidates who are elected and take office as
Directors will be insured persons. Under the insurance contract, the insurance company agrees to indemnify any
damage that may arise when the insured persons assume liability for the execution of their duties or receive a claim
related to the pursuit of such liability. The contract is renewed each year. The Company also plans to renew thecontract with the same content at next renewal.
6. The Company has entered into no indemnification agreement set out in Article 430-2, paragraph 1 of the Companies
Act with any candidate above.

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Proposal 3
Election of three (3) Directors serving as Audit and Supervisory Committee members
The terms of office of all three (3) Directors serving as Audit and Supervisory Committee members expire when
this General Meeting ends. Accordingly, the Company proposes the election of three (3) Directors who serve as
Audit and Supervisory Committee members.
This agenda item has been discussed by the Nomination and Remuneration Committee and has been consented
to by the Audit and Supervisory Committee.
Candidates for Directors who serve as Audit and Supervisory Committee members are listed below.
No.

Name
(Date of birth)

Reappointment
OutsideIndependentToshiyuki Homma(May 25, 1963)

1

Career summary, positions and responsibilities at the Company(Significant important positions outside the Company)
April 1987
Joined Furukawa Electric Co., Ltd.
November 1988 Joined the Tokyo Branch of Banque Indosuez(France)January 1996
Joined Deutsche Morgan Grenfell Securities Ltd.
(present Deutsche Securities Inc.) (Accounting
Department)
September 1998 Joined Merrill Lynch Securities Co., Ltd. Tokyo
Branch (Accounting Department)
June 1999
Joined Deutsche Securities Inc. (Accounting
Department)
June 2019
Joined Sasaki Sports Inc. Deputy General
Manager of Accounting Department
June 2020
Director of the Company (Audit and Supervisory
Committee member) (present)
June 2021
Auditor of SMT Corporation (current position)
Auditor of ASA Inc. (current position)
Auditor of Zeta Bridge Corporation (current
position)

Reasons for nomination and overview of expected roles
Mr. Toshiyuki Homma is an Outside Director candidate because he is judged to be qualified as
an Outside Director due to his extensive experience working in accounting departments and is
expected to give appropriate advice about management oversight at the Company. If he iselected, he will be involved in decision making by the Board of Directors from an objective andneutral position.
For the reasons described above, we made the decision that Mr. Homma could adequately carryout his assignment as Outside Director, even though he has never been involved in corporate
management except as outside officer.

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Number of theCompany’s shares owned(As of March 31, 2022)

900 shares

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(Significant important positions outside the Company)
April 1981

Reappointment
OutsideMasanao Yoshimura(May 17, 1956)
2

Joined Sony Corporation (present Sony Group
Corporation)
January 1998
Joined So-net Entertainment Corporation (presentSony Communication Network Corporation)
April 2008
So-net Entertainment Taiwan Limited CFO
June 2011
Full-time Corporate Auditor of So-net
Entertainment Corporation (present Sony Network
Communications Inc.)
June 2011
Audit & Supervisory Board Member of theCompany
June 2012
Auditor of M3, Inc.
June 2016
Director of the Company (Audit and Supervisory
Committee member) (present)
June 2017
Auditor of So-net Media Trading Corporation(present SMT Corporation)
Outside Director (Audit & Supervisory Committee
member) of Sony Real Estate Corporation (present
SRE Holdings Corporation)
September 2019 Auditor of ASA Inc.
March 2021
Auditor of Ruby Groupe, Inc. (current position)

Number of theCompany’s shares owned(As of March 31, 2022)

Reasons for nomination and overview of expected roles
Mr. Masanao Yoshimura is an Outside Director candidate because he is judged to be qualified
as an Outside Director due to his extensive experience in management at companies, including
overseas companies, and is expected to give appropriate advice about management oversight at
the Company. If the proposition is approved, we expect him to be involved in the selection of
officers of the Company and the determination of officers’ remuneration, etc. from a neutral andobjective perspective as a member of the Nomination and Remuneration Committee.

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8,100 shares

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(Significant important positions outside the Company)
April 1977
April 1998

Reappointment
OutsideJuly 2003
June 2006

Yasukazu Aiuchi(July 1, 1952)
3

April 2015
June 2016
January 2018

Joined the banking arm of J.P. Morgan Tokyo
BranchJoined the Tokyo Office of Bank of America
Corporation, Chief Country Officer of Bank ofAmerica Group in Japan
Joined the Deutsche Bank AG, Tokyo BranchManager
Auditor of Sony Communication Corporation(present Sony Network Communications, Inc.)
Audit & Supervisory Board Member of theCompany
Director of the Company (Audit and Supervisory
Committee member) (present)
Director of Japan Gastronomy Association(current position)

Number of theCompany’s shares owned(As of March 31, 2022)

7,500 shares

Reasons for nomination and overview of expected roles
Mr. Yasukazu Aiuchi is an Outside Director candidate because he is judged to be qualified as
an Outside Director due to his extensive management experience at financial institutions and is
expected to give appropriate advice about management oversight at the Company. If the
proposition is approved, we expect him to be involved in the selection of officers of theCompany and the determination of officers’ remuneration, etc. from a neutral and objective
perspective as a member of the Nomination and Remuneration Committee.
(Notes) 1. Each candidate does not have any special interest in the Company.
2. Mr. Toshiyuki Homma, Mr. Masanao Yoshimura, and Mr. Yasukazu Aiuchi are Outside Director candidates.
The reasons for their nomination as candidates for Outside Director and their expected roles are as described above.
3. Mr. Toshiyuki Homma, Mr. Masanao Yoshimura, and Mr. Yasukazu Aiuchi are Outside Directors of the Company.
Mr. Homma will have been an Outside Director for two years at the close of the annual shareholders' meeting. Mr.
Yoshimura and Mr. Aiuchi will have been Outside Directors for six years.
4. The Company has executed a contract with Mr. Toshiyuki Homma, Mr. Masanao Yoshimura and Mr. Yasukazu
Aiuchi on the limitation of liability for damages as provided for under the provisions of Paragraph 1, Article 423of the Companies Act according to the provisions of Paragraph 1, Article 427 thereof. The maximum amount ofliability based on this agreement shall be the minimum amount stipulated in Article 425, Paragraph 1 of theCompanies Act, and if the reelection of each person is approved, the Company intends to continue theaforementioned agreement with each of them.
5. If the election of Mr. Toshiyuki Homma is approved, the Company will make him an independent officer under
the Tokyo Stock Exchange rules.

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6. The Company has entered into a directors' and officers' liability insurance contract with an insurancecompany as stipulated in Article 430-3, paragraph 1 of the Companies Act. Directors and Auditors of
the Company and the subsidiaries of Companies that are described in 1. (3) (iii) Status of important
subsidiaries (p. 22) (including persons who were in office during the fiscal year under review) of theCompany are the insured persons under the contract. The insurance premiums are borne in full by theCompany. Any candidates who are elected and take office as Directors who are Audit and Supervisory Committee
members will be insured persons. Under the insurance contract, the insurance company agrees to indemnify
any damage that may arise when the insured persons assume liability for the execution of their duties
or receive a claim related to the pursuit of such liability. The contract is renewed each year. The
Company also plans to renew the contract with the same content at next renewal.
7. The Company has entered into no indemnification agreement set out in Article 430-2, paragraph 1 of
the Companies Act with any candidate above.
(For reference)
Expertise and experience of candidates for Directors (skill matrix)- Expertise and experience of candidates for Directors are as follows:
Expertise and experience
Name

Daisuke Imiya

Corporate
management
Management
strategyBusiness
promotion
MarketingTechnology
development
Innovation









Noriyoshi Nakagawa
Tadashi TamuraToshiyuki Homma

Financialaccounting
Management
control

Legal affairs
Riskmanagement

AuditsGovernance













Masanao Yoshimura











Yasukazu Aiuchi











(Note) The table above is a simple director candidates' skills matrix. Vacant fields do not signify that candidates have noexpertise or experience in a given area.

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