Securities Code: 6185

26th Fiscal Year
Notice of Convocation of
the Ordinary General Meeting of Shareholders
Date and TimeThursday, June 22, 2023 at 10:00 a.m. (JST)
Location
Otori, The New Otani Inn Tokyo, 1-6-2, Osaki, Shinagawa-ku, Tokyo(Please see the location map at the end of this notice.)
Please note that the venue is different from last year.
Proposals
Proposal
Election of four (4) Directors (excluding Directors who are Audit and Supervisory
Committee members)
Change of venue
Please note that the venue is different from last year.
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
(Date of delivery) June 2, 2023
(Date of commencement of electronic provision measures) May 31, 2023

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

President and Representative Director

Notice of Convocation of the 26th Ordinary General Meeting of Shareholders
We are pleased to inform you that the 26th Ordinary General Meeting of Shareholders will beheld. The details are as follows.
If you choose not to be present in person at the meeting, you may exercise your voting rights in writing or via theInternet. Votes need to arrive or be received no later than 6:30 p.m. Wednesday, June 21, 2023. I ask for theunderstanding and cooperation of our shareholders with regard to this issue.
Upon convening this General Meeting of Shareholders, the Company will take measures for electronic provision
with respect to information that constitutes the content of Reference Documents, etc. for the General Meeting of
Shareholders (Matters for Electronic Provision). You are kindly requested to check the information by accessing
either of the following Company websites on which the information is posted.
The Company’s website:
https://www.so-netmedia.jp/
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please visit the TSE website above, enter/search “SMN” under “Issue name (company name)” or its securities
code “6185” under “Code,” and choose “Basic information,” “Documents for public inspection / PR information”
and “Notice of General Shareholders Meeting / Informational Materials for a General Shareholders Meeting.”)-2-

1. Date and Time
2. Location

Thursday, June 22, 2023 at 10:00 a.m. (JST)Otori, The New Otani Inn Tokyo,
1-6-2, Osaki, Shinagawa-ku, Tokyo* Please note that the venue is different from last year. Please refer to the map at the end of
this notice and ensure that you come to the right place.

3. Meeting Agenda
Reports
1. Business report and the Consolidated Financial Statements, for the 26th Fiscal Year (from
April 1, 2022 to March 31, 2023), 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 26th Fiscal Year (from April 1, 2022 toMarch 31, 2023).
Proposals
Proposal Election of four (4) Directors (excluding Directors who are Audit and Supervisory
Committee members)

If you attend the meeting in person, please submit the voting rights exercise form sent with this notice ofconvocation to the receptionist.

-3-

Establishment of a System for Providing General Shareholder Meeting Materials in Electronic Format
As a result of the establishment of a system of electronic provision in accordance with the amendments to theCompanies Act, materials for the General Meeting of Shareholders (Reference Documents for the General
Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, the Non-Consolidated
Financial Statements and Audit Reports) which were previously sent as paper-based documents will now be
posted on the Company’s website and the TSE website. Please access these websites using the web addresses
shown in this Notice to review the information.
For this general meeting of shareholders, in accordance with the provisions of applicable laws and regulations
and the Articles of Incorporation, we have decided to send the paper-based documents sent to shareholders who
have requested delivery of paper-based documents to all shareholders. Please also refer to these documents.
In the event that Matters for Electronic Provision are revised, the revisions will be posted on the Company’s
website above and the TSE website by stating to that effect and unrevised and revised matters.
The Company will uniformly deliver a document stating items subject to measures for electronic provision forthis General Meeting of Shareholders. Among the items subject to measures for electronic provision, the following
items are not stated in said document in accordance with the provisions of applicable laws and regulations andArticle 5 (Measures for Electronic Provision, etc.) of the Company’s Articles of Incorporation.
(i) Notes to the Consolidated Financial Statements and the Non-consolidated Financial Statements
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.
Requests and Notices to Shareholders*We ask shareholders to consider the number of COVID-19 cases and their physical condition on the day of theGeneral Meeting of Shareholders when deciding whether to attend the meeting. Instead of attending on the dayof the meeting, you can use the enclosed voting form to exercise your voting rights before the meeting. (Votes
need to arrive or be received no later than 6:30 p.m. Wednesday, June 21, 2023.)
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/
Distribution of the Business Report and other information in advance
The Business Report and other information to be reported at the General Meeting of Shareholders will be
distributed on the following website in advance for your reference when exercising your voting rights.
https://www.so-netmedia.jp/ir/stock/-4-

Reference Documents for the General Meeting of Shareholders
Proposal: Election of four (4) Directors (excluding Directors who are Audit and Supervisory Committee members)
The terms of office of all the three (3) 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 increase the number of Directors by one (1). We ask theshareholders to elect four (4) 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

2

Naoki Harayama

3 Noriyoshi Nakagawa
4

Tadashi Tamura

Responsibilities and important concurrent
positionsOverall management, Ambitious Innovation
President andLab.
Representative Director
Representative Director of SMN Corporation
Current positions

Classification
Reappointment

Corporate Officer and
Deputy President

Ad technology Business Division, Alliance
Promotion Division, DTC Support Division.

Newly appointed

Director

Corporate Officer of Sony Network
Communications Inc.
Director of Qrio, Inc.
Director of SoVeC Corp.

Reappointment

Outside Director

Representative Director of MULTITTO, Inc.
Director of TEPCO HomeTech, Inc.
Outside Director (Audit & Supervisory
Committee Member) of EPCO, Ltd.
Director of RUM Advisers, Inc.

Reappointment

Candidates for Directors to be reappointed

Newly appointed

Candidates for Directors to be newly appointed

OutsideReappointment
OutsideIndependent

Candidates 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.

-5-

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)
1

Joined Sony Corporation (present Sony Group
Corporation)
August 2012
Sony Mobile Communications Inc. (present Sony
Corporation)
August 2017
Director (part time) of Qrio, Inc.
April 2018
Sony Network Communications Inc.
April 2020
Manager, Business Platform Department, IoT
Business Division, Sony Network
Communications Inc.
June 2021
President and Representative Director of theCompany (present)
June 2022
Representative Director of SMT Corporation(present)
Overall management, Ambitious Innovation Lab.

Number of theCompany’s shares owned(As of March 31, 2023)

30,890 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 continue
rejuvenating management, expediting management decision making, and strengthening the
SMN Group’s technological capability.
April 1991
February 2001

Newly appointed

Naoki Harayama(April 21, 1967)
2

Joined Oki Electric Industry Co., Ltd.
Joined Sony Corporation (present Sony Group
Corporation)
April 2016
Sony Mobile Communications Inc. (present Sony
Corporation)
April 2018
Sony Network Communications Inc.
July 2021
Director of Sony Network Communications
Lifestyle Inc.
February 2022 Vice President of SOULA Inc.
February 2023 Corporate Officer and Deputy President of theCompany (present)
March 2023
Representative Director of NexGen Digital Inc.
(present)
Ad technology Business Division, Alliance Promotion Division,
DTC Support Division.

Reason for nomination
Mr. Naoki Harayama is judged to be qualified as a Director and nominated as a Director
candidate because he has a deep knowledge about business for corporate clients and can be
expected to rebuild the Group’s earning power.

-6-‒ shares

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(Significant important positions outside the Company)
June 2007

Reappointment

Noriyoshi Nakagawa(April 8, 1971)
3

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 Joined the Company, Manager of Corporate
Control Dept.
January 2015
Corporate Officer of the Company
April 2016
Director of So-net Media Trading Corporation(present SMT Corporation)
June 2016
Director, Corporate Officer of the Company
September 2017 Director of So-net Media Ventures Corporation(present SMN Ventures Corporation)
June 2021
Director of the Company (present)
June 2021
Corporate Officer of Sony Network
Communications Inc. (present)
June 2021
Director of Qrio, Inc. (present)
June 2022
Vice President of SoVeC Corp. (present)

Number of theCompany’s shares owned(As of March 31, 2023)

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.

-7-

88,487 shares

No.

Name
(Date of birth)

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

Reappointment
OutsideIndependent

4

Tadashi Tamura(April 21, 1974)

Joined NTT Facilities, Inc.
Executive Vice President of Kinoshita & Partners,
Inc.
February 2015 Established MULTITTO, Inc., Representative
Director (present)
June 2017Managing Director of TEPCO Energy Partner,
Incorporated
June 2017
Director of Familynet Japan Corporation
August 2017
Director of TEPCO HomeTech, Inc.
August 2017
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
Joined RUM Advisers, Inc. as Director (present)
March 2022
Outside Director of EPCO Co., Ltd.
June 2022
Outside Director of the Company (present)
June 2022
Director of TEPCO HomeTech, Inc. (present)
March 2023
Outside Director (Audit & Supervisory Committee
Member) of EPCO, Ltd. (present)

Number of theCompany’s shares owned(As of March 31, 2023)

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.

-8-

100 shares

(Notes) 1. The career summaries of Mr. Daisuki Imiya, Mr. Naoki Harayama and Mr. Noriyoshi Nakagawa include theirpositions and responsibilities at Sony Network Communications Inc., the parent company of the Company, andsubsidiaries of the Company in the past ten years.
2. Mr. Tadashi Tamura is an Outside Director candidate. The reasons for their nomination as candidates for Outside
Director and their expected roles are as described above. Mr. Tadashi Tamura is currently the Company’s Outside
Director and will have served as Outside Director for one year upon the conclusion of this General Meeting of
Shareholders.
3. Each candidate does not have any special interest in the Company.
4. The Company has executed an agreement with Mr. Noriyoshi Nakagawa and Mr. Tadahi Tamura on the limitationof liability for damages as provided for under the provisions of Paragraph 1, Article 423 of the Companies Act
according to the provisions of Paragraph 1, Article 427 thereof. The maximum amount of liability based on thisagreement shall be the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act, and if thereelection of Mr. Nakagawa and Mr. Tamura is approved, the Company intends to continue the aforementioned
agreement with him.
5. The Company registered Mr. Tamura as an Independent Officer pursuant to the provisions of the Tokyo Stock
Exchange.
6. 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 (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 tothe pursuit of such liability. The contract is renewed each year. The Company also plans to renew the contract withthe 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.

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(For reference)
Expertise and experience of candidates for Directors (skill matrix)- The expertise and experience of Directors assuming approval of the proposal without modification and the Directors who
are Audit & Supervisory Committee Members currently in office are as follows.
Expertise and experience
Corporate
management
Management
strategy

Business
promotion
MarketingTechnology
development
Innovation

President andRepresentative
Director●●●

Director and Deputy
President

●

●

●

●

●

●

Name

Management teamafter election

Daisuke Imiya
Naoki Harayama
Noriyoshi Nakagawa

Director

Tadashi Tamura

Outside Director

Toshiyuki Homma

Outside Director(Audit andSupervisory
Committee member)
Chairperson of theCommittee

Masanao Yoshimura

Outside Director(Audit andSupervisory
Committee member)●

Yasukazu Aiuchi

Outside Director(Audit andSupervisory
Committee member)●

Financialaccounting
Management
control

Legal affairs
Riskmanagement

AuditsGovernance

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

(Notes) 1. The table above is a simple candidates’ skills matrix. Vacant fields do not signify that candidates have no expertiseor experience in a given area.
2. The fact that all the Directors who are Audit & Supervisory Committee members currently in office do actually
have a considerable degree of knowledge about finance and accounting is described at the notes to “4. Status of
Officers (2) Status of Directors.”- 10 -