NOTICE OF THE CONVOCATION OF
THE 25TH ANNUAL SHAREHOLDERS’ MEETING■Date and Time:
Friday, June 19, 2020
2:00 p.m.

■Contents
Convocation Notice ……………………………………………………………………………1
Reference Documents for the Annual Shareholders’ Meeting■Venue:Keidanren Kaikan
Conference Rooms #401-402
1-3-2 Otemachi, Chiyoda-ku, Tokyo

Shareholders unable to attend
Please review the reference
documents and exercise your voting
rights either by mailing the enclosed
ballot, or via the Internet.

Matters to be resolved
Proposed Resolution 1 ……………………………………………………………………3
Appropriation of Surplus
Proposed Resolution 2 ……………………………………………………………………4
Election of Two (2) Directors (excluding Directors who are Audit andSupervisory Board Members)
Proposed Resolution 3 ……………………………………………………………………6
Election of Three (3) Directors who are Audit and Supervisory Board
Members
Proposed Resolution 4 ……………………………………………………………………8
Election of One (1) Substitute Director who is an Audit andSupervisory Board Member

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

Digital Arts Inc.
(Securities Code: 2326)

Securities Code: 2326
June 3, 2020

Dear Shareholders:Toshio Dogu
Representative Director, President and Chief Executive Officer

Digital Arts Inc.
1-5-1 Otemachi Chiyoda-ku, TokyoNOTICE OF THE CONVOCATION OF
THE 25TH ANNUAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 25th Annual Shareholders’ Meeting of Digital Arts Inc. (the“Company”).
Recently, the Japanese Government and Prefectural Governors are requesting that residents restrict
unnecessary outings to prevent the spread of COVID-19. In response to this situation, we have decided tohold the Annual Shareholders’ Meeting after implementing appropriate infection control measures. We
ask that, as much as possible, shareholders exercise their voting rights either by mailing the enclosed ballot,
or via the Internet to prevent the spread of infection. In view of the requests for the restriction of
unnecessary outings, we ask that shareholders refrain from coming on the day of the Annual Shareholders’Meeting regardless of health condition.
Regardless, the deadline for exercising voting rights is no later than 7 p.m. on Thursday, June 18, 2020
(JST).

NOTES ON THE
PREVENTION OF COVID19 INFECTION

As the safety of our shareholders is our top priority, we will increase the spacing
between seats this year to prevent the spread of COVID-19. Accordingly, the number ofseats available will be less than usual.
We strongly ask that shareholders exercise their voting rights either by mailing theenclosed ballot, or via the Internet.
In addition, we have decided to cancel the Results Briefing Session that was to be held
after the Annual Shareholders’ Meeting this year to prevent the spread of COVID-19.
Based on these measures, we plan to host the Annual Shareholders’ Meeting with aminimal system.
We kindly ask for your understanding.

-1-1. Date and Time

Friday, June 19, 2020 at 2:00 p.m. (JST)

2. Venue

Keidanren Kaikan Conference Rooms #401-402
Located at 1-3-2 Otemachi, Chiyoda-ku, Tokyo
Matters to be Reported
1. Business review and consolidated financial statements for FY2019 (April 1, 2019 –March 31, 2020) and report by the Accounting Auditor and the Audit & Supervisory
Board on the audit results of the consolidated financial statements
2. Nonconsolidated financial statements for FY2019 (April 1, 2019 – March 31, 2020)

3. Agenda

Matters to be Resolved
Proposed Resolution 1: Appropriation of Surplus
Proposed Resolution 2: Election of Two (2) Directors (excluding Directors who are
Audit and Supervisory Board Members)
Proposed Resolution 3: Election of Three (3) Directors who are Audit and Supervisory
Board Members
Proposed Resolution 4: Election of One (1) Substitute Director who is an Audit andSupervisory Board Member◎ Shareholders are requested to present the enclosed ballot at the reception desk upon arrival at the meeting.
◎ Please bring and wear a mask when attending the meeting. Operation staffs will hold the meeting with a mask after checking healthcondition, including temperature measurement.
◎ The temperature will be measured near the reception. If Shareholders feel unwell or have a fever, we may refuse admission and may ask
for return.
◎ In order to prevent the spread of COVID-19 infection and to shorten the holding time, detailed explanations of the matters to be reported(including audit results) and the matters are omitted at this meeting. We ask shareholders to read the notice of the convocation inadvance.
◎ In accordance with applicable laws and regulations and Incorporation, the following information in Japanese is posted on the Company’s
website (https://www.daj.jp/ir/stock/meeting) and is not presented in this Notice:① Notes to Consolidated Financial Statements of the consolidated financial statements② Notes to Non-consolidated Financial Statements of the non-consolidated financial statements◎ Any updates to the reference materials for the Annual Shareholders’ Meeting, business reports, consolidated financial statements, andnon-consolidated financial statements will be posted in the Investor’s Relation section of the Company’s website (Japanese only).

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Reference Documents for the Annual Shareholders’ Meeting
Proposed Resolution 1

Appropriation of Surplus

The Company recognizes the return of profits to shareholders and sustainable stock price improvement as one ofits most important management tasks. While the Company maintains internal reserves to enhance financial
standings, expand existing businesses, and develop new businesses, the Company adopts the basic policy ofdelivering adequate and stable returns to shareholders, taking into consideration its operating performance.
Based on this policy, the year-end dividend per share for the fiscal year ended March 31, 2020 would be as follows:

Type of dividend property

CashMattes relevant to dividend property
and its total cash amount25 yen per common stock of the Company
Total cash amount is 350,423,950 yen

Effective distribution date of surplus

June 22, 2020-3-

Proposed Resolution 2

Election of Two (2) Directors(Excluding Directors who are Audit and Supervisory Board Members)

The term of office for all three (3) Directors (excluding Directors who are Audit and Supervisory Board Members) will
expire at the conclusion of this Meeting. Hidenobu Akazawa resigns in September 30, 2019. For flexible decision
makings, the Company asked for two (2) Directors to be appointed.
The Audit and Supervisory Board concludes that all candidates are qualified as Directors of the Company.
The candidates are as follows:

Current Position and Responsibilities
at the Company

Board
Meeting
Attendance

No.

Name

1

ToshioDogu

Re-election

Representative Director, President andChief Executive Officer

100%(13/13)

2

TakuyaMatsumotoRe-election

Director, General Manager-Development100%(13/13)

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No.

Name
(Date of Birth)

Re-election

1

ToshioDogu(Feb 17, 1968)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofCompany shares
owned

Oct 1997 Representative Director, President & CEO, Digital Arts Inc.
Oct 2003 General Manager- Corporate Planning
Mar 2005 Director, IQS.Co.Ltd.
Nov 2005 Representative Director, President & CEO, IQS.Co.Ltd.
Dec 2006 Representative Director, President & CEO, DAM Corporation (incumbent)
Apr 2011 Director, President & CEO, Digital Arts America, Inc. (incumbent)
June 2012 Director, Digital Arts Investment, Inc. (incumbent)
May 2013 Representative Director, President & CEO, Polkast Japan LLC
Oct 2013 Representative Director, President & CEO, DA Corporation (incumbent)
Oct 2013 Representative Director, President & CEO, DM Corporation (incumbent)
Apr 2014 Director, President & CEO, FinalCode, Inc.
Nov 2014 Representative Director, President & CEO, General Manager- Sales
Apr 2015 Representative Director, President & CEO, General Manager- Sales,
General Manager- FinalCode BusinessNov 2015 Director, Digital Arts Asia Pacific Pte. Ltd. (incumbent)
Apr 2016 Representative Director, President & CEO, General Manager- Sales
Apr 2016 Representative Director, Chairman, Digital Arts Consulting Inc. (incumbent)
Sep 2016 Director, Digital Arts Europe Limited (incumbent)
Apr 2017 Representative Director, President & CEO, General Manager- Sales,
General Manager- Marketing, General Manager- Corporate PlanningApr 2018 Representative Director, President & CEO, General Manager- Sales,
General Manager- MarketingOct 2019 Representative Director, President & CEO, General Manager- Sales,
General Manager- Marketing, General Manager- Corporate Planning,
General Manager- Administration
Feb 2020 Representative Director, President & CEO (incumbent)

2,503,003
SharesReasons for selection as a candidate:Toshio Dogu is the founder and has been the CEO of the company and group companies for many years, and based on his extensive
experience and knowledge, he has established a group strategy for business growth and the improvement of corporate performance, andhas managed the entire group. He has achieved sufficient results in the above endeavors. In consideration of his extensive management
knowledge, track record, ability, and other considerations, he was nominated as a candidate for Director.

Re-election

2

TakuyaMatsumoto(Nov 4, 1976)

Apr 1999 Joins COMAS Co., Ltd.
Apr 2003 Joins Digital Arts Inc., Development
Apr 2014 Associate General Manager- Development
Oct 2016 General Manager- Development
June 2017 Director, General Manager-Development
Dec 2017 Director, General Manager- Development,
General Manager - New Product Development
Apr 2018 Director, General Manager-Development (incumbent)
Oct 2019 Director, Digital Arts Consulting Inc. (incumbent)

3,012
SharesReasons for selection as a candidate:
As a developer, Takuya Matsumoto is highly insightful and has been involved in the production of many of our products over the years,
leading to new product development, and accelerating the company’s expansion and innovation. The candidate contributes to theimprovement of corporate value of the entire group through his abundant experience and considerable achievements. As a candidate forthe board of Directors, the company considers his overall high level of expertise and his advanced expertise related to his achievements.
(Note)

1. None of the above candidates have any special interest in the Company.
2. The number of Company shares owned represents figures as of March 31, 2020.
3. The number of Company shares owned includes equity shares owned by the shareholders’ association made up of Directors.

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Proposed Resolution 3

Election of Three (3) Directors(Directors who are Audit and Supervisory Board Members)

The term of office for other three (3) Directors, Syuji Wakai, Hidekazu Kubokawa, and Masataka Uesugi, willterminate at the conclusion of this Meeting. Syuji Wakai resigns at the conclusion of this Meeting. Therefore, theCompany requests that three (3) Directors (Directors on the Audit and Supervisory Board) be elected.
There is agreement from the Audit and Supervisory Board.
The candidates are as follows:

No.

Name
(Date of Birth)New

1

KiyotoInomata(July 7, 1967)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofCompany shares
owned

Apr 1995 Joins Tokyo Gas Co., Ltd.
Jan 2003 HR Department (Management Training Dispatch to Digital Arts Inc.)
July 2004 Is dispatched to Energy Advance Co., Ltd. (currently Tokyo Gas Engineering
Solutions Corporation.)
Nov 2005 Joins Digital Arts Inc., Corporate PlanningApr 2006 Assistant Manager-Development
June 2007 Manager-Corporate Planning
June 2008 Director, IQS.Co.Ltd.
Apr 2011 Manager-Internal Audit, Digital Arts Inc.
Apr 2015 Associate General Manager- Development, Manager-Quality Assurance
Section (incumbent)

100
SharesReasons for selection as a candidate:Since Kiyoto Inomata has been in the Corporate Planning Department, the Development Department, and the Internal Audit Department
for many years, he is familiar with the entire business of the Group and has a wealth of knowledge regarding the business. From his
experience and achievements, we expect him to play a sufficient role in strengthening governance and auditing and supervising overallmanagement. Therefore, he has been nominated as a candidate for Director.

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No.

Name
(Date of Birth)

Re-election2

Hidekazu
Kubokawa(Feb. 20, 1953)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofCompany shares
owned

Nov 1976 Joins Central Accounting Office (currently PricewaterhouseCoopers Aarata
LLC)
July 1986 Director, Kubokawa Certified Public Accountant (currently Yotsuya
Partner’s Accounting Office) (incumbent)
Feb 1989 Outside Auditor, SoftBank Corp. (currently SoftBank Group Corp.)(incumbent)
Mar 2000 Outside Auditor, Digital Arts Inc.,
June 2005 Outside Auditor, Kyoritsu Printing Co., Ltd. (incumbent)
June 2006 Outside Auditor, Pado Corporation (incumbent)
June 2016 Outside Director (Audit and Supervisory Board Members), Digital Arts Inc.,(incumbent)

3,357
SharesReasons for selection as a candidate:
Hidekazu Kubokawa has specialized knowledge and experience cultivated as a certified public accountant and as a corporate auditor anddirector of multiple publicly traded companies. Based on that experience, we expect him to appropriately execute management andauditing duties for our management. Although he has no experience directly contributing to company management, we believe that hecan appropriately fulfill his duties as an outside director.

Re-election

3

Masataka
Uesugi(July 31, 1965)

Apr 1995 Joins Emori-Kawamori-Atsumi Law OfficeApr 1999 Director, Uesugi Law Office
Sep 2000 Partner Lawyer, Amrec Law and Accountant Office
June 2003 Outside Auditor, Digital Arts Inc.,
Dec 2013 Outside Auditor, Ceres Inc. (incumbent)
Dec 2014 Outside Auditor, Aiming Inc. (incumbent)
Mar 2015 Senior Partner, Sakurada Dori Partners (Law Office) (incumbent)
Mar 2016 Outside Director (Audit and Supervisory Board Members), Fullcast
Holdings Co., Ltd. (incumbent)
June 2016 Outside Director (Audit and Supervisory Board Members), Digital Arts Inc.
(incumbent)

3,357
SharesReasons for selection as a candidate:
Masataka Uesugi has specialized knowledge and experience cultivated as a legal adviser and as a corporate auditor and director of
multiple publicly traded companies. Based on that experience, we expect him to appropriately execute management and auditing duties
for our management. Although he has no experience directly contributing to company management, we believe that he can appropriately
fulfill his duties as an outside director.
(Note)

1. These candidates have no special interest in the Company.
2. Hidekazu Kubokawa and Masataka Uesugi are candidates for outside director.
3. Based on the provisions of Article 427, Paragraph 1 of the Corporate Law, the Company has concluded a contract to limit the liability fordamages under Article 423, Paragraph 1 of the Corporate Law, with outside directors. In the contract, the maximum liability limit is set
as the minimum liability limit based on Article 425, Paragraph 1 of the Corporate Law. When Hidekazu Kubokawa and Masataka Uesugi
are reelected by this meeting, we plan to continue these contracts for the Limitation of Liability.
Also, after Kiyoto Inomata is approved as Director by this meeting, we plan to enter into these contracts.
4. Hidekazu Kubokawa and Masataka Uesugi are currently directors and outside auditors of the Company but the period of their tenure
will be four years at the conclusion of this Annual Shareholders’ Meeting.
5. Hidekazu Kubokawa was an outside corporate auditor of the Company from March 2000 until June 2016.
6. Masataka Uesugi was an outside corporate auditor of the Company from June 2003 until June 2016.
7. The Company has notified the Tokyo Stock Exchange Co., Ltd. of both Hidekazu Kubokawa and Masataka Uesugi as independent directors,
and when they are appointed at this meeting, the Company will notify the Tokyo Stock Exchange Co., Ltd. Of both as independent
officers.
8. "Number of Company shares owned" Indicates the number of shares owned on March 31, 2020.
9. "Number of Company shares owned" Includes equity shares owned by the shareholders’ association made up of Directors.

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Proposed Resolution 4

Election of One (1) Substitute Director
Who is an Audit and Supervisory Board Member

The appointment for Komei Sasaki, appointed to be a Substitute Director at the Annual Shareholders’ Meeting heldon June 24, 2019, will terminate prior to the commencement of this Meeting. In the event that the Company lacks
the number of Audit and Supervisory Board Members required by laws and regulations, the Company hereby
request that one (1) Substitute Audit and Supervisory Board Member be elected.
This resolution may be cancelled before the proposed Substitute Director who is an Audit and Supervisory Board
Member assumes office by a resolution of the Board of Directors, subject to the approval of the Audit andSupervisory Board.
The submission of this proposal at this Meeting was approved by the Audit and Supervisory Board.
The candidate is as follows:
Name(Date of Birth)

Re-election

Komei
Sasaki(Mar 15, 1966)(Note)

Past experience, positions, responsibilities
and significant concurrent positions
Aug 1999 Partner Lawyer, Tokyo Ginza Law Office
May 2003 Partner Lawyer, AMUREC Law Firm
(currently Kasumigaseki Law & Accounting Offices)
June 2004 Outside Auditor, TAKE AND GIVE. NEEDS Co., Ltd.
Apr 2005 Director, Junior College Accreditation Association (currently Japan
Association for College Accreditation) (incumbent)
Mar 2015 Senior Partner, Sakurada Dori Partners (Law Office) (incumbent)
June 2016 Outside Director, TAKE AND GIVE. NEEDS Co., Ltd. (incumbent)

Number of the Company
shares owned－

1. This candidate has no special interest in the Company.
2. Komei Sasaki is a candidate for a substitute outside director.
3. The Company seeks Komei Sasaki’s professional expertise as a legal advisor to be reflected in the Company’s audit structure.
He has not been involved in corporate management, other than being appointed as outside director, however for the above reason, theCompany concluded that he can adequately perform his duties as outside director.
4. Komei Sasaki’s independence from the management of the Company as outside director:
1) Komei Sasaki has not been a Director or taken a position to execute operations of the Company and its affiliates in the past five
years.
2) Komei Sasaki has no plans to receive large amounts of monetary payments or other financial assets (separate from thecompensation paid for services as director or Audit and Supervisory Board member) from the Company, its subsidiaries, or its
affiliates, and has not received such payments for the past two years.
3) Komei Sasaki is not a spouse or a relative (within the three degrees) of an individual involved in the operation of the Company andits affiliates.
5. When Komei Sasaki assumes office, in accordance with the Article 427, Paragraph 1 of the Corporate Law, the Company will enter into
an agreement with Komei Sasaki to limit his liability, as stipulated in Article 423, Paragraph 1 of the Corporate Law. The limit of liability
for damage compensation under this contract is limited to the minimum liability amount specified by Article 425, Paragraph 1 of the
Corporate Law.
6. Komei Sasaki meets the requirements for an independent director under the regulations of the Tokyo Stock Exchange Co., Ltd., and if
he is appointed as an outside director at this meeting, the Company will notify the Tokyo Stock Exchange Co., Ltd. of his appointment as
an independent officer.

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