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 for direct, indirect or any other forms of damages arising from the translation.

Message
We aim to instill a cloud-based digital business platform and expand our services by practicing
the thoughts expressed in the origin of our name.
We would like to extend our sincere gratitude to our shareholders for theircontinued support. We hereby deliver the convocation notice for the 15th Annual
General Meeting of Shareholders.
Based on the spirit of “gratitude and happiness,” the Broadleaf Group develops
business applications specializing in a wide range of industries and contribute tocustomer business creation by providing better products and services.
As announced in our Medium-Term Management Plan (2022-2028), we plan to
execute growth strategies to continue to achieve record profits in the fiscal year
ending December 31, 2026 onwards. The fiscal year under review was thesecond year of the Medium-Term Management Plan, and it was the final year
when we recorded a loss. However, financial results for the fiscal year underreview significantly exceeded the previous fiscal year’s results and entered atrend of increasing sales. The management team and all employees will continue
to work as one to maintain the trend of increasing sales and achieve profitability
in the fiscal year ending December 31, 2024.
With respect to shareholder returns, we aim to pay our shareholders the
maximum possible dividend, although we recorded a loss in the fiscal year underreview.
For further details, please see our website listed on the next page.

Representative Director, President and CEO

Kenji Oyama

We ask for our shareholders’ continued support.
Origin of the Company Name
We named the Company “Broadleaf” after a broad-leaf tree.
Many broad-leaf trees grow by having their leaves absorb sunlight in spring and summer. In winter, they shed their leaves
and fruits to return nutrients to the ground. This cycle creates a field where they can co-exist in harmony with a wide
variety of other plants and animals.
The name Broadleaf reflects our desire to take root in the land of businesses as a broad-leaf tree, bear many leaves,produce fruit, and continue growing into the future with all people including our customers.

Securities Code: 3673
(Date of commencement of electronic provision measures) February 27, 2024
(Date of delivery) March 8, 2024

To Our Shareholders
4-13-14 Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan

Broadleaf Co., Ltd.
Kenji Oyama, Representative Director, President and CEO
NOTICE OF THE 15TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to inform you that the 15th Annual General Meeting of Shareholders (the “Meeting”) of
Broadleaf Co., Ltd. (the “Company”) will be held as described below.
In the convening of the Meeting, we will take measures to electronically provide the information that constitutes
the content of the Reference Documents, etc. for the General Meeting of Shareholders (Matters for Electronic
Provision). We kindly request that you check this information by accessing the following websites on which
the information is posted.

The Company’s
website:https://www.broadleaf.co.jp/english/ir/stock/meeting/

Please go to the Company’s website above and check the information regarding the Notice of the 15th (FY2023) Annual General Meetingof Shareholders.

Tokyo Stock
Exchange website(Listed Company
Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please go to the TSE’s website above, enter “Broadleaf” or our “3673” security code in the issue name (company name) box, and conduct
a search to reach our page. On our page, click “Basic Information” to access the “Documents for public inspection/PR information.”
Information can be checked regarding the Notice of General Shareholders Meeting/Information Materials for a General Shareholders
Meeting on the “Documents for public inspection” page.

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 Meetingof Shareholders before exercising your voting rights.

-2-

Details are as follows.
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:

Tuesday, March 26, 2024, 10:00 a.m., Japan time.
(Registration begins at 9:00 a.m.)
The Grand Hall, 3F Shinagawa Grand Central Tower, 2-16-4 Konan,
Minato-ku, Tokyo
1. The Business Report and the Consolidated Financial Statements forthe 15th Fiscal Year (from January 1, 2023 to December 31, 2023) 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 15th Fiscal Year(from January 1, 2023 to December 31, 2023)
Appropriation of Surplus
Election of Five (5) Directors
Election of Three (3) Corporate Auditors
Election of Two (2) Substitute Corporate Auditors

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 Monday, March 25, 2024 (Japan time).
If neither approval nor disapproval of the proposals is indicated, you will be deemed to have indicatedyour approval.
(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 6 in the Japanese version of the
Meeting’s booklet, vote for or against the proposals, by 5:30 p.m. on Monday, March 25, 2024 (Japantime), 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 the voting
rights you exercise last will be counted.

-3-

 If you plan to attend in person, please present the enclosed Voting Rights Exercise Form at thereception desk upon your arrival.
For the purpose of saving resources, we will refrain from distributing related materials. So pleasebe sure to bring this notice with you.
 Documents containing the Matters for Electronic Provision will be sent to shareholders whorequest the provision of printed versions of the documents pursuant to the relevant laws andregulations and the provisions of Article 14 of our Articles of Incorporation. However, the matterslisted below which will be posted on our Japanese website and the TSE website and will not be
included in the documents.
(i) Consolidated statement of changes in equity and notes to the consolidated financial
statements(ii) Non-consolidated statements of changes in equity and notes to the non-consolidated
financial statements
Therefore, business reports, consolidated financial statements and financial statements containedin the documents constitute only part of the documents that have been audited by the Accounting
Auditor for preparing the accounting audit report and Corporate Auditors for preparing the audit
report respectively.
 Any revisions made to this convocation notice and/or Matters for Electronic Provision will be
posted on our Internet website and the TSE website.

-4-Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
We position the return of profit to our shareholders as an important management issue.
For the fiscal year under review, we will pay a year-end dividend of 1.0 yen per share of common stock(which makes our annual dividend 1.0 yen per share).
1. Type of dividend property
Cash
2. Matters concerning the allocation and total amount of dividend property
1.0 yen per share of common stock of the Company, or 91,641,527 yen in total
3. Date on which dividends from surplus shall be effective
March 27, 2024

-5-

Proposal No. 2: Election of Five (5) 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 five (5) 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

Representative Director,
President and CEO

17/17 (100%)

Reappointment2

Kenichi Yamanaka

Executive Vice President
and Director

17/17 (100%)

Reappointment

3

Morio Kizawa

External Director

17/17 (100%)

Properties

Reappointment

External

Independent
Reappointment

4

Hiroshi Takada

External Director

External

17/17 (100%)
Independent

5

Unemi Yamaguchi‒

Newly appointed

External

Independent

Female‒-6-

Candidate No.

1Kenji Oyama

Reappointment

Brief personal history, positions and responsibilities
Apr. 1987
Apr. 1989
Dec. 1996
Jul. 2000■ Date of birth
September 10, 1968
■ Number of the Company’s
shares held
1,199,852 shares■ Attendance at meetings of theBoard of Directors
17/17 (100%)

Jul. 2002

Joined Being Co., Ltd.
Director of Being Co., Ltd.
President CEO of Being
Investments Corp.
Executive Vice President andDirector of Being Co., Ltd
Executive Officer, General
Manager of Marketing Department
and Sales Department of Being Co.,
Ltd.

Oct. 2005
Jan. 2006
Jun. 2006
Jan. 2015

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

Reasons for nomination as candidate for Director
Mr. Kenji Oyama has a great deal of experience and achievements as well as strong leadership withrespect 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 of determining the execution of importantduties and supervising the execution of responsibilities by Directors and Executive Officers.
Candidate No.

2

Kenichi Yamanaka

Reappointment

Brief personal history, positions and responsibilities
Apr. 1992
Jan. 1996
Apr. 2000■ Date of birth
October 10, 1968
■ Number of the Company’s
shares held
118,421 shares■ Attendance at meetings ofthe Board of Directors
17/17 (100%)

Nov. 2005

Joined Mitsubishi ElectricEngineering Co., Ltd.
Joined Being Co., Ltd.
Executive Officer of Being Co.,
Ltd. in charge of Business
Strategies - EC promotion
Executive Officer CIO of JIMOS
Co., Ltd. in charge of Corporate
Services - BtoB Solutions

Oct. 2010

Jan. 2011

Mar. 2012

Jan. 2014

Executive Officer and General
Manager of Administration
Division of the Company
Executive Officer, General
Manager of Administrative
Headquarter and General 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, theCompany considers that he is the right person in terms of facilitating smooth organizational
management on a Group-wide basis, and has therefore nominated him again as a candidate for
Director.

-7-

Candidate No.

3

Morio Kizawa

Reappointment

External

Independent

Brief personal history, positions and responsibilities
Apr. 1970
Mar. 1985
Sep. 1985■ Date of birth
April 8, 1944
■ Number of the Company’s
shares held
21,700 shares■ Attendance at meetings of theBoard of Directors
17/17 (100%)■ Number of years as director
12 years (at the close of thisgeneral meeting ofshareholders)Feb. 1992

Joined Nippon Univac Ltd. (now
BIPROGY Inc.)
Joined Citizen Watch Co., Ltd.
President and Managing Director of
Citizen Europe Ltd.
President and Representative
Director, and Vice-President of
U.S. Headquarters of Mentor
Graphics Japan Co. Ltd. (nowSiemens Electronic Design
Automation Japan K.K.)

Feb. 1999

Feb. 2006

Mar. 2012

President and Representative
Director of Conexant Systems
Japan Co., Ltd. (now Conexant
Systems 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 andplayed an active role as the manager of an IT company and a global company that engage in softwaredevelopment 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, byleveraging his knowledge and experience, 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 standpoint that is independent from the Company, he is unlikely to haveconflicts of interest with general shareholders, and satisfies the requirements for independent officers
as specified by the Tokyo Stock Exchange.

-8-Candidate No.

4

Hiroshi Takada

Reappointment

External

Independent

Brief personal history, positions and responsibilities
Apr. 1969■ Date of birth
December 22, 1946
■ Number of the Company’s
shares held
22,200 shares■ Attendance at meetings ofthe Board of Directors
17/17 (100%)■ Number of years as director
4 years (at the close of thisgeneral meeting ofshareholders)

Joined Toyota Motor Sales Co.,
Ltd. (now Toyota Motor
Corporation)
Jan. 1995 General Manager of Advertising
Division of Toyota Motor
Corporation
Jun. 2001 Director of Toyota Motor
Corporation
Jun. 2003 Managing Officer of Toyota Motor
Corporation
Jun. 2005 Senior Managing Director of
Toyota Motor Corporation
Jun. 2009 Chairman and Representative
Director of Toyota Administa, Inc.
(now Toyota Mobility Tokyo. Inc.)
Chairman of Toyota Nagoya
Education Center, Inc.
Oct. 2009 President and Representative
Director of Toyota Marketing Japan
Corporation (now Toyota Motor
Corporation)
Dec. 2009 President and Representative
Director of Toyota Motor Sales &Marketing Corp. (now Toyota
Motor Corporation)
Important concurrent positions

Jul. 2012

May 2013

Jun. 2014

Jul. 2019

Mar. 2020
Jun. 2020
Jun. 2021

Head Director of Organization for
Small & Medium Enterprises andRegional Innovation
Representative Director of All
Japan Radio & Television
Commercial Confederation (nowAll Japan Confederation ofCreativity)
Director of the Commercial
Broadcasting Education
Association (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 Auditor of Chubu ElectricPower Co., Inc. (present)
Councilor of the SBI Children’s
Hope Foundation (present)

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 and served as an officer of the company and a representative director atits group’s sales and marketing affiliates. In addition, he plays an active role as the head of an
independent administrative agency that undertakes support for the management of medium- andsmall-sized companies. He has specialist knowledge and extensive experience for the promotion of arange of businesses.
The Company has nominated Mr. Hiroshi 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.
Chubu Electric Power Co. Inc., where Mr. Takada serves as an external corporate auditor, received anorder to pay a surcharge based on the Act on Prohibition of Private Monopolization and Maintenanceof Fair Trade on March 30, 2023 regarding the supply of special high-voltage electricity and highvoltage electricity in the Chubu region, etc. Mr. Takada not only makes recommendations from theperspective of confirming and auditing internal control system maintenance and its operational status
and corporate governance at the company’s Board of Directors or the Board of Auditors meetings, butalso fulfills his responsibilities by confirming the details of efforts to further ensure compliance andproviding advice whenever appropriate.
Matters relating to independence
The Company considers Mr. Hiroshi Takada to be a candidate for independent director because,
given his objective and neutral standpoint that is independent from the Company, he is unlikely tohave 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 its group companies.

-9-Candidate No.

5

Unemi Yamaguchi

Newly appointed

External

Independent

FemaleBrief personal history, positions and responsibilities
Apr. 1985
Jun. 1993
Jan. 1998■ Date of birth
November 26, 1962
■ Number of the Company’s
shares held‒
■ Attendance at meetings ofthe Board of Directors‒■ Number of years as director‒

Oct. 2002

Jul. 2003

Joined John Swire & Sons (Japan)
Ltd.
Joined Apple Computer Co., Ltd.
(Current Apple Japan GK)
General Manager of Advertising
Department, Corporate Planning &Administration Division of Compaq
Computer Corporation (now HP
Japan Inc.)
General Manager of Marketing
Division of Japan PeopleSoft Co.,
Ltd. (now Oracle Corporation
Japan)
General Manager of Marketing
Department, Consumer Business
Division of JAPAN TELECOM
CO., LTD. (now SoftBank Corp.)

Jun. 2005

Feb. 2008

Jul. 2010

Jan. 2018

Apr. 2018
Apr. 2020
Jun. 2022

General Manager of New Business
Development Department of
Logicool Co., Ltd.
General Manager of General
Business Marketing Division of
Microsoft Japan Co., Ltd.
General Manager of Partner
Business Promotion Department,
Partner Sales Division of EMC
Japan Corp. (now Dell
Technologies Japan Inc.)
Executive Officer, Deputy General
Manager of ICT Business Divisionof Ricoh Co., Ltd.
Director of Ricoh IT Solutions Co.,
Ltd.
Representative of U Academy(present)
External Director of MCJ Co., Ltd.
(present)

Important concurrent positions
Representative of U Academy
Reason for the selection as a candidate for External Director and expected roles
Ms. Unemi Yamaguchi has been engaged in marketing and business development at IT companies,
etc. that operate internationally and possesses global management perspectives as well as specialist
knowledge and extensive experience in marketing.
The Company has nominated Ms. Unemi Yamaguchi 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 growth strategy and overseas expansion.
Matters relating to independence
The Company considers Ms. Unemi Yamaguchi to be a candidate for independent director because,
given her objective and neutral standpoint that is independent from the Company, she is unlikely tohave conflicts of interest with general shareholders, and satisfies the requirements for independent
officers as specified by the Tokyo Stock Exchange.
(Note) The name of Ms. Unemi Yamaguchi, a candidate, on the family register is Unemi Sekine.

- 10 -

(Note) 1. There are no special interests between any candidate for director and the Company.
2. The candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Unemi Yamaguchi are nominated as External Directors.
3. The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Morio Kizawa and Mr. Hiroshi Takada as an Independent
Officer.
If the reappointment of Mr. Morio Kizawa and Mr. Hiroshi Takada is approved, the Company plans to make them an
Independent Officer continuously. In addition, if the election of Ms. Unemi Yamaguchi, a candidate for External Director, isapproved, the Company will notify the TSE of Ms. Unemi Yamaguchi’s position as Independent Officer.
4. The Company has entered into a liability limitation agreement with Mr. Morio Kizawa and Mr. Hiroshi Takada 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. If the reappointment of Mr. Morio Kizawa and Mr. Hiroshi Takada, an External Director candidate, isapproved, the Company will extend the term of the agreement.
If the appointment of Ms. Unemi Yamaguchi, a candidate for External Director, is approved, the Company will enter into aliability limitation agreement with her pursuant to Article 427, Paragraph 1 of the Companies Act, limiting her liability fordamages 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 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 andtake office as a Director. The insurance policy is scheduled to be renewed with the same coverage.

- 11 -

Proposal No. 3: Election of Three (3) Corporate Auditors
The term of office of all the three (3) Corporate Auditors will expire at the close of this general meetingof shareholders.
We thus ask the shareholders to elect (3) Corporate Auditors.
The Board of Corporate Auditors has approved this proposal in advance.
The candidates for Corporate Auditors are as follows.

Candidate No.

Name

Current positions andresponsibilities in the
Company

Attendance atBoard of Auditors
meetings

1

Kenji Hirasawa

Full-time Corporate
Auditor12/12 (100%)2

Tsuyoshi Nishimoto

External Corporate
Auditor

11/12 (91.7%)

‒

‒

3

Mihoko Nagai- 12 -

Properties

Reappointment

Reappointment

External

Independent
Newly appointed

External

Independent

FemaleCandidate No.

1Kenji Hirasawa

Reappointment

Brief personal history and positions
Apr. 1975

Apr. 1998■ Date of birth
February 6, 1952
■ Number of the Company’s
shares held
2,100 shares■ Attendance at meetings of theBoard of Directors
17/17 (100%)■ Attendance at Board ofAuditors meetings
12/12 (100%)■ Number of years as Corporate
Auditor4 years (at the close of thisgeneral meeting ofshareholders)

Apr. 1999

Joined Daido Mutual Life Insurance
Company (now Daido Life
Insurance Company)
General Manager of Nonlife
Insurance Business Development
Department of Daido Life
Insurance Company
General Manager of Real Estate
Department of Daido Life
Insurance Company

Apr. 2005

Jun. 2010
Jun. 2012
Apr. 2015
Mar. 2016
Mar. 2020

General Manager of Business Audit
Department of Daido Life
Insurance Company
Director of T&D Confirm, Ltd.
Corporate Auditor of T&D
Information Systems, Ltd.
General Manager of Internal Audit
Office of the Company
Substitute External Corporate
Auditor of the Company
Full-time Corporate Auditor of theCompany (present)

Reasons for nomination as candidate for External Director
Mr. Kenji Hirasawa was General Manager of the Business Audit Department at Daido Life Insurance
Company and Corporate Auditor of T&D Information Systems, Ltd. He has expertise in audits andextensive experience. As Manager of the Internal Audit Office at the Company, he carried out audits
regarding the adequacy of the management of each division and is thus well versed in the operationsof the Company.
The Company believes that Mr. Kenji Hirasawa will be able to fulfill his duties adequately as a
Corporate Auditor of the Company, using his knowledge and experience, and has nominated him as a
Corporate Auditor.

- 13 -

Candidate No.

2

Tsuyoshi Nishimoto

Reappointment

External

Independent

Brief personal history and positions
Oct. 1998
Oct. 2000■ Date of birth
November 21, 1973
■ Number of the Company’s
shares held‒
■ Attendance at meetings of theBoard of Directors
16/17 (94.1%)■ Attendance at Board ofAuditors meetings
11/12 (91.7%)■ Number of years as Corporate
Auditor
6 years (at the close of thisgeneral meeting ofshareholders)Dec. 2002
May 2006
Sep. 2006
Feb. 2007

Passed the bar examination
Registered as an attorney-at-law
Joined Nishimura & Partners (nowNishimura & Asahi)
Joined Hibiya Park Law Offices
Graduated from the Law School ofColumbia University, U.S.A.
Joined Hughes Hubbard & Reed
LLP
Registered as a New York State
attorney-at-law

Jan. 2010
Jan. 2011
Mar. 2018

Jun. 2020
Apr. 2022

Partner of Hibiya Park Law Offices(present)
External Corporate Auditor of
Enigmo Inc.
Treasurer of Japan Football
Association (present)
External Corporate Auditor of theCompany (present)
External Corporate Auditor of
Shimazu Corporation (present)
External Director of Enigmo Inc.
(present)

Important concurrent positions
Partner of Hibiya Park Law Offices
Reasons for nomination as candidate for External Corporate Auditor
Mr. Tsuyoshi Nishimoto has dealt with lawsuits related to the Companies Act and other lawsuits
related to corporate management, including group restructuring, from a position close to management.
As an expert on corporate legal affairs, he has expertise and extensive experience.
Although Mr. Tsuyoshi Nishimoto has never been involved in corporate management, the Company
judges that he will be able to help ensure adequate business execution, particularly enhancement of
the audits by Corporate Auditors, because of the reasons outlined above and considers him anadequate External Corporate Auditor. The Company has thus nominated him as an External Corporate
Auditor.
Matters relating to independence
Given his objective and neutral standpoint that is independent from the Company, Mr. Tsuyoshi
Nishimoto is unlikely to have conflicts of interest with general shareholders. The Company does nothave any dealings with the abovementioned law firms and corporations, and Mr. Tsuyoshi Nishimoto
satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange. The
Company thus considers him to be a candidate for independent external corporate auditor.

- 14 -

Candidate No.

3

Mihoko Nagai

Newly appointed

External

Independent

FemaleBrief personal history and positions
Apr. 1988
Jan. 1997
Aug. 2011■ Date of birth
February 3, 1966
■ Number of the Company’s
shares held‒
■ Attendance at meetings ofthe Board of Directors‒■ Attendance at Board ofAuditors meetings‒■ Number of years as
Corporate Auditor‒

May 2013
Apr. 2015

Joined Shiseido Co., Ltd
Executive Director of Shiseido
America, Inc 5S division
Acquired a certified analyst of the
Securities Analysts Association ofJapan
Registered as a certified public
accountant
General Manager of Corporate
Communication Division of
Shiseido Company, Limited

Jul. 2019
Dec. 2019
Jun. 2022

Director and General Secretary of
the Japan Humanitude Association(present)
External Director of Mammy Mart
Corporation (present)
External Director of Synchro Food
Co., Ltd. (present)

Reasons for nomination as candidate for External Corporate Auditor
Ms. Mihoko Nagai has a wealth of specialist knowledge and experience in corporate communications
centered on public relations and IR at Japanese companies operating globally, and is also qualified asa certified public accountant in the United States. The Company nominated Ms. Mihoko Nagai as a
candidate for External Corporate Auditor because, by leveraging her knowledge and experience, basedon the judgement that she is the right person in terms of ensuring the appropriateness of the executionof the Company’s business, focusing on the reinforcement of the audit capabilities of the Corporate
Auditor.
Matters relating to independence
The Company considers Ms. Mihoko Nagai to be a candidate for External Corporate Auditor because,
given her objective and neutral standpoint that is independent from the Company, she is unlikely tohave conflicts of interest with general shareholders, and satisfies the requirements for independent
officers as specified by the Tokyo Stock Exchange.
(Note) The name of Ms. Mihoko Nagai, a candidate, on the family register is Mihoko Karakawa.

- 15 -

(Note) 1. None of the Corporate Auditor Candidates have any special relationships with the Company.
2. The candidates Mr. Tsuyoshi Nishimoto and Ms. Mihoko Nagai are nominated to be External Corporate Auditors.
3. The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Tsuyoshi Nishimoto as an Independent Officer. If thereappointment of Mr. Tsuyoshi Nishimoto is approved, the Company plans to make him an Independent Officer continuously.
In addition, if the election of Ms. Mihoko Nagai, a candidate for External Corporate Auditor, is approved, the Company will
notify the TSE of her position as Independent Officer.
4. The Company has entered into a liability limitation agreement with Mr. Kenji Hirasawa and Mr. Tsuyoshi Nishimoto 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. If the reappointment of Mr. Kenji Hirasawa and Mr. Tsuyoshi Nishimoto, who are candidates
for Corporate Auditors, is approved, the Company will extend the term of the agreement.
Moreover, if the election of Ms. Mihoko Nagai the candidates for External Corporate Auditor, is approved, the Company willenter into a liability limitation agreement with her pursuant to Article 427, Paragraph 1 of the Companies Act, limiting her
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 is approved only if the applicable Corporate Auditor 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 andtake office as a Corporate Auditor. The insurance policy is scheduled to be renewed with the same coverage.

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(Reference) Expertise and careers (skills matrix) of Directors and Corporate Auditor’s Board members
In the skills matrix for the Company’s officers, namely, directors and Corporate Auditor’s Board
members, skills are defined separately depending on whether officers are executive directors or nonexecutive 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 and Corporate Auditors proposed in the notice of convocation is approved,
the skills matrix for the Company’s Directors and Corporate Auditors will be as shown below.

Name

Positions at theCompany after theelection

Expertise and Experience
Overall
Industry International Sales and Technologies
management knowledge experience marketing and R&D

Kenji Oyama

Representative
Director, President and
CEO

●

●

Kenichi Yamanaka

Executive Vice
President and Director●●

Morio Kizawa

External Director■■

Hiroshi Takada

External Director■■

Unemi Yamaguchi

External Director

Kenji Hirasawa

●

●
●

●

ICT

Legal affairs and Finance and Corporaterisk management accounting communication

●

●

●

●

●

Full-time Corporate
Auditor■■Tsuyoshi Nishimoto

External Corporate
Auditor■

Mihoko Nagai

External Corporate
Auditor

●

■
■
■

■

■

■

(Note) 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 of companies.
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 and experience thereof
9: Corporate communication: Knowledge and experience in enhancing corporate value by building trust with stakeholders.

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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 Mr. Junichi Yamaguchi isnominated to fill any vacancy for a Corporate Auditor who is not an External Corporate Auditor, andcandidate Mr. 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■ Date of birth
September 29, 1957
■ Number of the Company’s
shares held‒

Junichi Yamaguchi
Brief personal history and positions
Apr. 1981 Joined Japan Airlines Co., Ltd.
Apr. 2006 Vice President in charge of Asia &Oceania at Japan Airlines
International Co., Ltd. (now Japan
Airlines Co., Ltd.)
Feb. 2010 General Manager of the General
Affairs Department at Japan
Airlines Co., Ltd.
May 2010 President at JAL Sunlight Co. Ltd.

Apr. 2014
Jan. 2018

Apr. 2020

Mar. 2023
Apr. 2023

Managing Director of JAL
FOUNDATION
Joined the Company and appointed
General Manager of the General
Affairs Department
Member of the Company’s Internal
Audit Office and an employee
assisting the Corporate Auditors
Substitute Corporate Auditors of
the Company (present)
General Manager of Internal Audit
Office of the Company (present)

Reason for nomination as candidate for Substitute Corporate Auditor
Mr. Junichi Yamaguchi served Japan Airlines Co., Ltd. in administrative areas. After joining the Company, he was involved in internal
operations as General Manager of the General Affairs Department, and currently engages in audit services related to theappropriateness of each department’s operations from a fair and independent standpoint as the General Manager of the Internal Audit
Office. The Company nominated Mr. Junichi Yamaguchi as a candidate for Substitute Corporate Auditor 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.

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Candidate No.

2■ Date of birthAugust 19, 1982
■ Number of the Company’s
shares held‒

Yusuke Asakura
Brief personal history and positions
Sep. 2007 Passed the bar examination
Dec. 2008 Registered as an attorney-at-law
Joined Bingham McCutchen
Murase, Sakai Mimura Aizawa –Foreign Law Joint Enterprise
Sep. 2011 Partner of Sanba Law Firm

External

Mar. 2016
Dec. 2017
Mar. 2018
May 2021

Independent

Substitute External Corporate
Auditor of the Company
External Corporate Auditor of theCompany
Substitute External Corporate
Auditor of the Company (present)
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 reinforcementof 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).
(Note) 1. There are no special interests between any candidate for substitute corporate auditor and the Company.
2. The candidate Mr. 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. Junichi Yamaguchi and Mr. Yusuke Asakura, the candidates for Substitute Corporate Auditor, areappointed, the Company will enter into a liability limitation agreement with each of them pursuant to Article 427, Paragraph 1of 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 is approved only if the applicable Corporate Auditor 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. If Mr. Junichi Yamaguchi and Mr. Yusuke Asakura are elected as Corporate Auditor,
they will also be insured under the agreement.

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