CONVOCATION NOTICE OF
THE 22ND ANNUAL SHAREHOLDERS’ MEETING■Date and Time:
Friday, June 23, 2017
10:00 a.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 bymailing the enclosed ballot.

Matters to be resolved
Proposed Resolution 1 ..………………………………………………………………… 3
Appropriation of Surplus
Proposed Resolution 2 ..………………………………………………………………… 4
Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposed Resolution 3 .…………………………………………………………………. 7
Election of One (1) Substitute Director who is an Audit andSupervisory Committee Member

This unofficial document has been translated from 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 translation.

Digital Arts Inc.
(Securities Code: 2326)

Securities Code: 2326
June 7, 2017

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

Digital Arts Inc.
1‐5‐1 Otemachi Chiyoda‐ku, Tokyo

CONVOCATION NOTICE OF
THE 22ND ANNUAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 22nd Annual Shareholders’ Meeting of Digital Arts Inc. (the“Company”). If you are unable to attend the Meeting, please review the Reference Documents for theAnnual Shareholders’ Meeting (described hereinafter) and exercise your voting rights in writing bysubmitting the enclosed ballot to arrive no later than 7 p.m. on Thursday, June 22, 2017 (JST).

RESULTS BRIEFING

Following the close of the Annual Shareholders’ Meeting, a Results Briefing Session will
be held in the same venue as an opportunity for our shareholders to better understandthe Company.

‐1‐1. Date and Time

Friday, June 23, 2017 at 10:00 a.m. (JST)

2. Venue

Keidanren Kaikan Conference Room #401‐402
Located at 1‐3‐2 Otemachi, Chiyoda‐ku, Tokyo

3. Meeting AgendaMatters to be Reported
1. Business review and consolidated financial statements for FY2016 (April 1, 2016 –March 31, 2017) and report by the Accounting Auditor and the Audit & Supervisory
Committee on the audit results of the consolidated financial statements
2. Nonconsolidated financial statements for FY2016 (April 1, 2016 – March 31, 2017)
Matters to be Resolved
Proposed Resolution 1: Appropriation of Surplus
Proposed Resolution 2: Election of Four (4) Directors (excluding Directors who are
Audit and Supervisory Committee Members)
Proposed Resolution 3: Election of One (1) Substitute Director who is an Audit andSupervisory Committee Member◎ Shareholders are requested to present the enclosed ballot at the reception desk upon arrival at the meeting.
◎ In accordance with applicable laws and regulations and Article 16 of the Articles of Incorporation, the following information in
Japanese is posted on the Company’s website (http://www.daj.jp/ir/stock/meeting) and are 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 as one of its most important management tasks.
While the Company maintains internal reserves to enhance financial standings, expand existing businesses anddevelop new businesses, the Company adopts a basic policy to deliver 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, 2017 would be as
follows:

Type of dividend property

CashMattes relevant to dividend property
and its total cash amountFourteen (14) yen per common stock of the Company
Total cash amount is 193,505,550 yen

Effective date of distribution of surplus

June 26, 2017‐3‐

Proposed Resolution 2Election of Four (4) Directors(Excluding Directors who are Audit and Supervisory Committee Members)

The term of office for three (3) Directors, Toshio Dogu, Noriyuki Takahashi, and Hidenobu Akazawa, will terminate
at the conclusion of this Meeting. In order to further enhance the management structure, the Company proposes toincrease one (1) Director, and hereby requests that four (4) Directors (excluding Directors on the Audit & Supervisory
Committee) be elected.
The Audit and Supervisory Committee concludes that all candidates are qualified as Director of the Company.
The candidates are as follows:

No.

Current Position and Responsibilities
at the CompanyNameBoardMeetingAttendance

1Toshio
Dogu

Reelected

Representative Director, President andChief Executive Officer
General Manager, Sales
General Manager, Marketing
General Manager, Corporate Planning

2Noriyuki
Takahashi

Reelected

General Manager, Research & Development85%(11/13)

3

Hidenobu
Akazawa

Reelected

General Manager, Administration

100%(13/13)

4

TakuyaMatsumoto

NewlyElected

General Manager, Development‐4‐100%(13/13)

－No.

Name
(Date of Birth)

Reelected

1Toshio
Dogu(Feb 17, 1968)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany 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. (incumbent)
Dec 2006 Representative Director, President & CEO, DAM Corporation (incumbent)
Apr 2011 Director, President & CEO, Digital Arts America, Inc. (incumbent)
Jun 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
Jan 2015 Director, FinalCode, Inc. (incumbent)
Apr 2015 Representative Director, President & CEO, General Manager‐ Sales,
General Manager‐ FinalCode BusinessNov 2015 Director, Digital Arts Asia Pacific Pte. Ltd.
(currently FinalCode 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, FinalCode Europe Limited (incumbent)
Apr 2017 Representative Director, President & CEO, General Manager‐ Sales,General Manager‐ Marketing, General Manager‐ Corporate Planning(incumbent)

3,007,256
sharesReasons for selection as a candidate:Toshio Dogu is the founder of the Company and based on considerable experience and insight as the corporate manager of its domestic
and international Group companies over the years, he has demonstrated adequate track record by executing the Group’s strategy forbusiness growth, taking command of the Group’s business, driving globalization, and executing plans for mid to long‐term development.
He was selected as a candidate based on his extensive insight on corporate management, achievements, and competence.

No.

Name(Date of Birth)

Reelected

2NoriyukiTakahashi(Nov 20, 1972)

Past experience, positions, responsibilities
and significant concurrent positions
Sep 1998 Joined Digital Arts Inc., Development
Mar 2000 Director, General Manager‐ Development
Jul 2000 Director, Senior General Manager‐ Development
Nov 2005 Director, IQS’ Co., Ltd. (incumbent)
Nov 2006 Director, CTO
Oct 2007 Director, CTO, General Manager‐ Development
Oct 2008 Director, COO, General Manager‐ Development
Apr 2012 Director, COO, Associate General Manager‐ R&D
Jun 2012 Director, Digital Arts Investment, Inc. (incumbent)
Oct 2012 Director, COO, General Manager‐ R&D
Apr 2013 Director, CTO, General Manager‐ R&DMay 2013 Senior Partner, LinkBlue LLC (incumbent)
Apr 2014 Director, CTO, General Manager‐ Development
Apr 2017 Director, General Manager‐ Research & Development (incumbent)

Number of theCompany shares
owned

463
sharesReasons for selection as a candidate:
Noriyuki Takahashi has led the Development Department for many years since the startup of the Company and is familiar with the overallbusiness of the Group. He has exhibited considerable insight towards management and contributes to enhance the corporate value of theGroup with his rich experience and proven track record. He was selected as a candidate based on his extensive insight, achievements,competence, and professional expertise.

‐5‐

No.

Name(Date of Birth)

Reelected

3Hidenobu
Akazawa(Sep 12, 1975)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany shares
owned

Apr 1999 Joined Nippon Life Insurance Company
Dec 2004 Joined Shin Nihon & Co.
(currently Ernst & Young ShinNihon LLC)
Jul 2014 Joined Digital Arts Inc., General Manager‐ Administration
Jun 2015 Director, General Manager‐ Administration
Nov 2015 Director, Digital Arts Asia Pacific Pte. Ltd.
(currently FinalCode Asia Pacific Pte. Ltd.) (incumbent)
Apr 2016 Director, Digital Arts Consulting Inc. (incumbent)
Sep 2016 Director, FinalCode Europe Limited (incumbent)
Jan 2017 Director, General Manager‐ Administration,
General Manager ‐ Corporate PlanningApr 2017 Director, General Manager‐ Administration (incumbent)
Apr 2017 Director, FinalCode, Inc. (incumbent)

243
sharesReasons for selection as a candidate:Hidenobu Akazawa, with considerable insight as a Certified Public Accountant, drives globalization of the Group as the head of theAdministration Division and contributes to enhance the corporate value of the Group as a whole. He was selected as a candidate who canpersistently enhance the value of the Company based on his management insight and professional expertise and achievements in the areaof finance.

No.

Name(Date of Birth)

Newly
Elected4

TakuyaMatsumoto

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany shares
owned

Apr 1999 Joined COMAS Co., Ltd.
Apr 2003 Joined Digital Arts Inc., Development
Apr 2014 Associate General Manager‐ Development
Oct 2016 General Manager‐ Development (incumbent)－(Nov 4, 1976)
Reasons for selection as a candidate:
Takuya Matsumoto has been involved in the development of the Company products and have contributed to the growth and developmentof the Company by leading the development of new solutions. With extensive experience and achievement, he contributes to enhance
the corporate value of the Group as a whole. He was selected as a candidate based on achievements, experience, and professionalexpertise.
(Note)

1. None of the above candidates have any special interest in the Company.
2. The number of the Company shares owned represent figures as of March 31, 2017.
3. The number of the Company shares owned include equity share owned by the shareholders’ association made up of Directors.

‐6‐

Proposed Resolution 3

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

The effect of appointment for Komei Sasaki, appointed as Substitute Director at the Annual Shareholders’Meeting held on June 24, 2016, will terminate prior to the commencement of this Meeting. In the event that theCompany lacks the number of Audit & Supervisory Committee Members required by laws and regulations, theCompany hereby request that one (1) Substitute Audit & Supervisory Committee Member be elected.
This resolution may be cancelled before the proposed Substitute Director who is an Audit & Supervisory
Committee Member assumes office by a resolution of the Board of Directors, subject to the approval of the Audit& Supervisory Committee.
The submission of this proposal at this Meeting was approved by the Audit & Supervisory Committee.
The candidate is as follows:
Name(Date of Birth)

Komei
Sasaki(Mar 15, 1966)(Note)

Past experience, positions, responsibilities
and significant concurrent positions
Aug 1999 Partner Attorney, Tokyo Ginza Law Office
May 2003 Partner Attorney, AMUREC Law Firm
(currently Kasumigaseki Law & Accounting Offices)Jun 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 (incumbent)
Jun 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,
the Company 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 in a Director or taken a position to execute operations of the Company and its affiliates in the past fiveyears.
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 & Supervisory Committee 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 third‐degree) of an individual involved in operation of the Company and its
affiliates.
5. In accordance with the provisions of the Articles of Incorporation and Article 427, Paragraph 1 of the Corporation Law, the Company
will enter into agreement with Komei Sasaki to limit his liability, as stipulated in Article 423, Paragraph 1 of the Corporation Law. Theamount of limit of liability for damage compensation under such contract is limited to the minimum liability amount specified byArticle 425, Paragraph 1 of the Corporation Law.

‐7‐