Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 1973
May 30, 2018
To our shareholders:
Masao Wada
Chairman of the Board
NEC Networks & System Integration Corporation
2-6-1, Koraku, Bunkyo-ku, Tokyo, JapanNOTICE OF THE 86th ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 86th Ordinary General Meeting of Shareholders of NEC Networks &System Integration Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or via
the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:15 p.m., Wednesday, June 20, 2018 (Japan Standard Time).
Meeting Outline

1. Date and Time: Thursday, June 21, 2018 at 10:00 a.m. (Japan Standard Time)(Reception will begin at 9:00 a.m.)
2. Venue:

Bellesalle Iidabashi First
B1F, Iidabashi First Tower
2-6-1, Koraku, Bunkyo-ku, Tokyo, Japan

3. Agenda:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 86th Term (from April 1, 2017 toMarch 31, 2018), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors2.

Non-consolidated Financial Statements for the 86th Term (from April 1, 2017 to March 31, 2018)

Items to be resolved:
Proposal 1:

Election of ten (10) Directors

Proposal 2:

Election of one (1) Corporate Auditor

Any revisions that should be made to this document will be posted on the Company’s website (http://www.nesic.co.jp).

-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of ten (10) Directors

The terms of office of all ten (10) present Directors will expire at the conclusion of this General Meeting of
Shareholders. The Company proposes to elect ten (10) Directors.
The candidates for Directors are as follows:
No.

Name

Position and responsibilities at the Company

1

Masao Wada

Chairman of the Board and Representative Director[Reelection]

2

Yushi Ushijima

President and Representative Director[Reelection]

Masafumi Gouji

Senior Vice President and Member of the Board
Executive General Manager, Technical Services Operations
Unit[Reelection]

3

Yasuhiro Ito

Senior Vice President and Member of the Board
Executive General Manager, Public Infrastructures Solutions
Operations Unit

[Reelection]

4

5

Hisayoshi Fuwa

Outside Director[Reelection][Candidate for
Outside Director][Independent
Director]

Outside Director[Reelection][Candidate for
Outside Director][Independent
Director]

6

Michiko Hirono

7

Junji Ashida

Member of the Board

8

Osamu Noda

Senior Vice President
Executive General Manager, Enterprise Solutions Operations
Unit[Reelection][New Candidate]

9

Michiko Ashizawa[New Candidate][Candidate for
Outside Director][Independent
Director]

10

Morihiko Kudo

[New Candidate]

Policy in the nomination of candidates for Directors[Policy]
In nominating candidates for Directors, the Board of Directors of the Company has a basic policy of
selecting individuals who have skills and experience to lead management and can contribute to thedevelopment of the Company’s businesses, while giving consideration to the following and making
comprehensive consideration from the standpoint of placing the right person in the right place.
(Aptitude for Directors)
 They have a high level of knowledge about management, objective judgment ability, foresight andinsight They have a high level of dignity and high ethical standards
 They have ability, knowledge, experience and track records in their special fields
 They are unbiased and decisive They understand the overall business activities of the Company

-2-

No.

1

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

Masao Wada
(August 31, 1953)

Apr. 2010[Reelection]

Apr. 2012

Years of service as Director: June 2012
6 years
June 2017
Attendance at Board of
Directors meetings:
12/12 meetings

Number of theCompany’s
shares owned

Associate Senior Vice President, Executive
General Manager, Social System Operations
Unit, NEC Corporation
Advisor to the Company
President and Representative Director of theCompany

3,000

Chairman of the Board and Representative
Director of the Company (present position)[Reasons for selection as a candidate for Director]
Masao Wada possesses an abundance of experience and a track record of accomplishments in business
operations through fulfilling his duties in the area of social infrastructure over many years. Since 2012,
becoming President of the Company, then Chairman of the Board, as its top executive he has successfully taken
the lead in achieving the growth of its infrastructure and service businesses that the Company aimed for. The
Company believes he will continue to contribute to decision making and strengthening the effectiveness ofsupervisory functions of the Board of Directors by making use of his track record of accomplishments andexperience. In light of these reasons, the Company proposes his election as Director.

Yushi Ushijima(April 29, 1960)

Apr. 1984

Joined the Company

Apr. 2013

Associate Senior Vice President, General
Manager of Higashinihon Regional Divisionof Marketing & Sales Development Unit of
the Company

June 2014

Member of the Board, Associate Senior Vice
President of the Company[Reelection]
Years of service as Director:
4 years2

Attendance at Board of
Directors meetings:
12/12 meetings

Senior Executive Vice President and Memberof the Board, Q&A Corporation
Apr. 2015

3,000

Member of the Board, Associate Senior Vice
President of the Company
President and CEO, Q&A Corporation

Apr. 2016

Member of the Board of the Company
President and CEO, Q&A Corporation

June 2017

President and Representative Director of theCompany (present position)[Reasons for selection as a candidate for Director]
Yushi Ushijima has accumulated an abundance of knowledge and experience regarding the businessenvironment and industries of the Company from having served as General Manager of branch divisions andperforming other duties. Since 2014, he assumed significant positions including Senior Executive Vice
President and President and CEO of a Group company, and President of the Company, through which he has
acquired considerable knowledge and experience on business management. The Company believes he willcontinue to contribute to further progress and development of the Company’s businesses, such as to increasing
the Group’s corporate value and coping with drastic changes in the environment in Japan and overseas, bymaking use of his track record of accomplishments and experience. In light of these reasons, the Company
proposes his election as Director.

-3-

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1982

Joined the Company

Apr. 2012

Executive Assistant General Manager, OfficeService Division of SI & Services Operations
Unit of the Company

Masafumi Gouji(September 17, 1959)

Apr. 2013

General Manager, Office Service Division of
SI & Services Operations Unit of theCompany[Reelection]

Apr. 2014

Associate Senior Vice President, AssistantExecutive General Manager, Enterprise
Solutions Operations Unit of the Company

Years of service as Director:
2 years
Apr. 2016
3

Attendance at Board of
Directors meetings:
12/12 meetings

June 2016

Number of theCompany’s
shares owned

1,000

Senior Vice President, Executive General
Manager, Technical Services Operations Unitof the Company (present position)
Member of the Board of the Company(present position)[Significant concurrent positions outside the Company]
Member of the Board, NEC Networks & System Integration
Services, Ltd.
Member of the Board, Q&A Corporation[Reasons for selection as a candidate for Director]
Masafumi Gouji possesses an abundance of knowledge about all aspects of IT management, and he has
proposed and implemented solutions that have led to improvements in business operations and profitability inthe area of IT/network integration for customers in various industrial sectors. Through having served in
responsible positions in several business divisions, he has played a part in the Company’s business growth invarious fields and the establishment of the Company’s business foundation. The Company believes he willcontinue to contribute to increasing the Group’s corporate value by making use of this knowledge andexperience. In light of these reasons, the Company proposes his election as Director.

Yasuhiro Ito(September 12, 1958)[Reelection]
Years of service as Director:
1 year4

Apr. 2012

General Manager, Radio Application
Division, Aerospace and Defence Operations
Unit, NEC Corporation

Apr. 2013

Vice President, NEC Corporation

Apr. 2015

Associate Senior Vice President, AssistantExecutive General Manager, Public
Infrastructures Solutions Operations Unit of
the Company

Apr. 2016

Senior Vice President, Executive General
Manager, Public Infrastructures Solutions
Operations Unit of the Company (present
position)

June 2017

Member of the Board of the Company(present position)

Attendance at Board of
Directors meetings:
10/10 meetings

1,000[Reasons for selection as a candidate for Director]
Yasuhiro Ito achieved high technological results and performance in aerospace and defense businesses,
contributing to business expansion of NEC Corporation. As an executive officer of the Company, he has servedin responsible positions in the public infrastructures business since 2015 and contributed to the enhancement of
the business capabilities. The Company believes he will continue to contribute to increasing the Group’s
corporate value by making use of his knowledge and experience. In light of these reasons, the Company
proposes his election as Director.

-4-

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
May 2011

Hisayoshi Fuwa
(July 6, 1949)

President, Representative Director of theBoard and Chief Executive Officer (CEO),JVC KENWOOD Holdings, Inc. (currently
JVC KENWOOD Corporation)
President and Representative Director of theBoard, Victor Company of Japan, Limited[Reelection][Candidate for Outside
Director][Independent Director]

5

Number of theCompany’s
shares owned

President, Kenwood Corporation
President, J&K Car Electronics Corporation

Years of service as
Outside Director:
2 years

Oct. 2011

President and Representative Director of theBoard, JVC KENWOOD Corporation

June 2012

Special Adviser, JVC KENWOOD
Corporation

Attendance at Board of
Directors meetings:
12/12 meetings

June 2016

Outside Director of the Company (present
position)

0[Significant concurrent positions outside the Company]
Outside Director, Tokyo Electron Device Limited[Reasons for selection as a candidate for Outside Director]
After joining a major electric appliance manufacturer, Hisayoshi Fuwa served in a number of important posts,
such as the General Manager of the Corporate Strategic Planning Division, as well as Vice President inoverseas subsidiaries. Following these positions, he became President of JVC KENWOOD Holdings, Inc.,
where he demonstrated his management ability in business rehabilitation and other initiatives. The Company
expects him to continue to utilize the abundance of experience that he has acquired from global business
operations for the Company’s business management. The Company also believes he will continue to be capableof giving appropriate advice and proposals on all matters relating to the business management of the Company
from a standpoint independent from that of the Company’s executives. In light of these reasons, the Company
proposes his election as Outside Director.
Michiko Hirono(March 18, 1961)[Reelection][Candidate for Outside
Director][Independent Director]

6

Years of service as
Outside Director:
1 yearAttendance at Board of
Directors meetings:
10/10 meetings

Mar. 2000

President and Representative Director of theBoard, 21 Lady Co., Ltd. (present position)

June 2002

Representative Director of the Board,
HIROTA Co., Ltd.

May 2010

Representative Director and President,
ILLUMS JAPAN Co., Ltd. (present position)

Nov. 2011

Representative Director Chairman andPresident, HIROTA Co., Ltd. (present
position)

June 2014

Outside Director, JAPAN POST Co., Ltd.

June 2017

Outside Director of the Company (present
position)[Significant concurrent positions outside the Company]
Outside Director, JAPAN POST HOLDINGS Co., Ltd.

[Reasons for selection as a candidate for Outside Director]
Michiko Hirono established 21 Lady Co., Ltd., which finds companies with high growth potential and invests
in and foster them, and has had a strong track record such as the reconstruction of failed companies. The
Company believes she will continue to give appropriate advice and provide supervision relating to corporate
strategies of the Company from various standpoints not limited by the conventional framework, as anincumbent business manager in a different industrial sector. In light of these reasons, the Company proposes
her election as Outside Director.

-5-

0

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
May 2012

Senior Manager, IT Services Planning
Division, NEC Corporation

Junji Ashida(March 12, 1969)

Apr. 2013

Senior Manager, System Integration &Services Planning Division, NEC
Corporation[Reelection]

Apr. 2014

General Manager, Corporate Planning
Division, NEC Solution Innovators, Ltd.

Years of service as Director:
Apr. 2016
1 year7

Attendance at Board of
Directors meetings:
10/10 meetings

Associate Senior Vice President, General
Manager, Corporate Planning Division, NEC
Solution Innovators, Ltd.

Apr. 2017

General Manager, Corporate Strategy
Division, NEC Corporation (present position)

June 2017

Member of the Board of the Company(present position)

Number of theCompany’s
shares owned

0[Reasons for selection as a candidate for Director]
Junji Ashida is the General Manager of the Corporate Strategy Division of NEC Corporation, a company with astrong business relationship with the Company. He possesses knowledge and experience on corporate
governance and internal controls, as well as in corporate strategies and planning as expected of a Director. The
Company believes he will continue to contribute to increasing the Group’s corporate value by making use ofthis knowledge and experience. In light of these reasons, the Company proposes his election as Director.

8Apr. 2013

General Manager, Enterprise Network
Division, NEC Corporation

Osamu Noda
(May 1, 1958)

Apr. 2015

Associate Senior Vice President, AssistantExecutive General Manager, Enterprise
Solutions Operations Unit of the Company[New Candidate]

Apr. 2016

1,000

Senior Vice President, Executive General
Manager, Enterprise Solutions Operations
Unit of the Company[Reasons for selection as a candidate for Director]
Osamu Noda has a track record of establishing a base system for global information sharing in the area of
business solutions and leading business expansion in the enterprise telephony market at NEC Corporation. As
an executive officer of the Company since 2015, he has contributed to business expansion of the Company. The
Company believes he will contribute to increasing the Group’s corporate value by making use of his knowledge
and experience. In light of these reasons, the Company proposes his election as Director.

-6-

No.

Name (Date of birth/othernotes)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1996

Michiko Ashizawa(October 23, 1972)[New Candidate][Candidate for Outside
Director][Independent Director]

Number of theCompany’s
shares owned

Joined Century Audit Corporation (currently
KPMG AZSA LLC), International
Department

Mar. 2000

Registered as a certified public accountant

Sept. 2003

Joined Industrial Revitalization Corporationof JapanFeb. 2006

Joined Advantage Partners LLP (currently
Advantage Partners, Inc.)

Apr. 2013

Associate Professor, International College ofArts and Science, Yokohama City University(present position)0

Associate Professor, Graduate School ofInternational Management, Yokohama City
University (present position)

9
Sept. 2016

Part-time instructor at Graduate School ofBusiness Administration, Keio University(present position)[Significant concurrent positions outside the Company]
Outside Director, Netyear Group Corporation[Reasons for selection as a candidate for Outside Director]
Michiko Ashizawa has an abundance of experience, including business experience as a certified public
accountant at an audit firm and engaging in revitalization projects of major companies at Industrial
Revitalization Corporation of Japan. She also possesses expertise in business administration as a whole, mainly
researching M&A for corporate restructuring and serving as an instructor at a graduate school. The Company
believes she is capable of giving appropriate advice and providing supervision relating to management of theCompany from an objective standpoint by making use of her knowledge and experience. In light of thesereasons, the Company proposes her election as Outside Director.

10

July 2008

Chief Manager, Carrier Network Business
Planning Division, NEC Corporation

Morihiko Kudo
(April 14, 1963)

Apr. 2013

Assistant General Manager, Telecom Carrier
Business Planning Division, NEC
Corporation[New Candidate]

Apr. 2018

0

General Manager, Network Services
Business Planning Division, NEC
Corporation (present position)[Reasons for selection as a candidate for Director]
Morihiko Kudo serves as General Manager of Network Services Business Planning Division of NEC
Corporation, a company with a strong business relationship with the Company. He has knowledge andexperience on corporate governance and internal controls as expected of a Director. He also possesses expertisein the network solutions business, which is necessary for the expansion of the Company’s service and businessfields. The Company believes he is capable of contributing to increasing the Group’s corporate value bymaking use of this knowledge and experience. In light of these reasons, the Company proposes his election as
Director.
Notes:

1. There is no special interest between the Company and any of above candidates.
2. Liability limitation agreement with candidates for Directors
The Company has entered into a liability limitation agreement with Hisayoshi Fuwa, Michiko Hirono, and Junji
Ashida that shall limit the maximum amount of his/her liability to compensate for damages due to a failure to
perform his/her duties as set forth in the provisions of Article 423, Paragraph 1 of the Companies Act. The limitof liability under this agreement is 1,200,000 yen or the minimum liability amount prescribed in the laws andregulations, whichever is the higher.
If their reelections are approved at this General Meeting of Shareholders, the Company will continue to enter
into this agreement with each of them.
If the elections of Michiko Ashizawa and Morihiko Kudo are approved at this General Meeting of Shareholders,the Company will enter into the same liability limitation agreement with them.
3. Michiko Hirono is her professional name and her name on the family register is Michiko Fujii.
4. Junji Ashida and Morihiko Kudo serve as executives of NEC Corporation, the parent company of the Company.

-7-5. The Company has filed declarations naming Hisayoshi Fuwa and Michiko Hirono as independent directors, asprescribed by the Tokyo Stock Exchange. If their reelections are approved at this General Meeting of
Shareholders, the Company will continue to designate both of them as independent directors. Michiko Ashizawa
meets the requirements for independence set forth in the listing rules of the Tokyo Stock Exchange. If herelection is approved at this General Meeting of Shareholders, the Company will file a declaration naming her as
an independent director with the Tokyo Stock Exchange.

[About Independence Standards]
In selecting candidates for Independent Outside Directors and Independent Outside Corporate Auditors,
the Company considers the requirements for Outside Directors and Outside Corporate Auditors stipulated
in laws and regulations, the Independence Standards set by the Tokyo Stock Exchange and other criteria.

-8-Proposal 2:

Election of one (1) Corporate Auditor

The term of office of Corporate Auditor Yuji Kikuchi will expire at the conclusion of this General Meetingof Shareholders. The Company proposes to elect one (1) Corporate Auditor.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Corporate Auditor is as follows:
Name (Date of birth/othernotes)
Yuji Kikuchi(February 15, 1964)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1992

Registered as an attorney

Apr. 2002

Partner, Tokyo Hatchobori Law Office[Reelection][Candidate for Outside
Corporate Auditor][Independent Auditor]

Mar. 2003

Joined Securities and Exchange Surveillance Commission(Coordination and Inspection Division, Executive
Bureau)Mar. 2005

Returned to Tokyo Hatchobori Law OfficePartner, Tokyo Hatchobori Law Office (present position)

Years of service as Outside
Corporate Auditor:
4 years

June 2010

Outside Corporate Auditor, Inui Warehouse Co., Ltd.
(currently Inui Global Logistics Co., Ltd.)

June 2014

Outside Corporate Auditor of the Company (present
position)

Attendance at Board of
Directors meetings:
12/12 meetings

Number of theCompany’s
shares owned

0

Attendance at Board of
Corporate Auditors meetings:
14/14 meetings[Reasons for selection as a candidate for Outside Corporate Auditor]
Yuji Kikuchi has expertise in the Companies Act and corporate governance as an attorney and has an abundance of practicalexperience, including a position as an official at the Securities and Exchange Surveillance Commission. Although he has
not been directly involved in business management, the Company believes he will continue to audit the legitimacy of its
business operations from a fair and objective standpoint, by making use of his knowledge and experience. In light of thesereasons, the Company proposes his election as Outside Corporate Auditor.
Notes:

1. There is no special interest between the Company and the above candidate.
2. Liability limitation agreement with a candidate for Corporate Auditor
The Company has entered into a liability limitation agreement with Yuji Kikuchi that shall limit the maximum
amount of his liability to compensate for damages due to a failure to perform his duties as set forth in theprovisions of Article 423, Paragraph 1 of the Companies Act. The limit of liability under this agreement is
1,200,000 yen or the minimum liability amount prescribed in the laws and regulations, whichever is the higher.
If his reelection is approved at this General Meeting of Shareholders, the Company will continue to enter into
this agreement with him.
3. The Company has filed declarations naming Yuji Kikuchi as independent auditor, as prescribed by the Tokyo
Stock Exchange. If his reelection is approved at this General Meeting of Shareholders, the Company willcontinue to designate him as an independent auditor.

-9-