NOTICE OF THE CONVOCATION OF
THE 28TH ANNUAL SHAREHOLDERS’ MEETING■Date and Time:
Friday, June 23, 2023
1:00 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 ................................................................. 10
Appropriation of Surplus
Proposed Resolution 2 ................................................................. 11
Election of Two (2) Directors (excluding Directors who are Audit
and Supervisory Board Members)
Proposed Resolution 3 ................................................................. 13
Election of One (1) Director who is Audit and Supervisory Board
Members

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 translation.

Digital Arts Inc.
(Securities Code: 2326)―1―

Dear Shareholders:

Securities Code: 2326
June 8, 2023
(Date of commencement of electronic provision
measures: June 1, 2023)
1-5-1 Otemachi Chiyoda-ku, Tokyo

Digital Arts Inc.
Toshio Dogu Representative
Director, President and Chief Executive
Officer

NOTICE OF THE CONVOCATION OF THE 28TH ANNUAL
SHAREHOLDERS’ MEETING
You are cordially invited to attend the 28th Annual Shareholders’ Meeting of Digital Arts Inc. (the“Company”).
Shareholders who are unable to come to the venue on the day can still attend this shareholders' meetingthrough "virtual attendance" via the Internet and other means explained later in this notice.
In convening this shareholders' meeting, the Company has taken measures for electronic provision of
information, and posted matters to be provided electronically as “NOTICE OF THE CONVOCATION OF THE
28TH ANNUAL SHAREHOLDERS’ MEETING” on the following website on the Internet.
The Company's website https://www.daj.jp/ir/stock/meeting/

The matters to be provided electronically will be posted on the website of Tokyo Stock Exchange Inc.
(TSE) in addition to the above website. Please review this information by accessing the following TSE
website (Listed Company Search), and input and search the Issue name (Digital Arts) or the Company's Code(2326), and select [Basic information] and then [Documents for public inspection/PR information].
TSE website
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you do not expect to attend the Meeting, you may exercise your voting rights electronically or in writing.
After reviewing the Reference Documents for the Shareholders' Meeting posted in matters to be provided
electronically, please exercise your voting rights by no later than 7:00 p.m. on Thursday, June 22, 2023
(Japan time).
―2―Company Orientation
Invitation to theorientation

After the Annual Shareholders' Meeting, we plan to deliver an orientation about the company
still in the same venue, with the aim of giving shareholders a better understanding of theCompany. Shareholders who have the time are invited to attend this orientation as well as theAnnual Shareholders' Meeting.

―3―

Details are as follows:１

Date andTime

２ Venue

３ Agenda

Friday, June 23, 2023 at 1:00 p.m. (JST) * Reception desk will open at 0:30 p.m. (JST)Keidanren Kaikan Conference Rooms #401-402 Located at 1-3-2 Otemachi,
Chiyoda-ku, Tokyo
If you prefer "virtual attendance" please refer to the “Guidance on remote attendancetype virtual shareholders' meeting" later in this notice.
Matters to 1． Business review and Consolidated Financial Statements for FY2022 (Aprilbe
1, 2022 – March 31, 2023) and report by the Accounting Auditor and the
Audit and Supervisory Board on the audit results of the Consolidated
Reported
Financial Statements
2． Non-Consolidated Financial Statements for FY2022 (April 1, 2022 –March 31, 2023)
Matters to Proposed Resolution 1: Appropriation of Surplus
be Resolved
Proposed Resolution 2: Election of Two (2) Directors (excluding Directors who
are Audit and Supervisory Board Members)
Proposed Resolution 3: Election of One (1) Director who is an Audit andSupervisory Board Members―4―◎ When attending the meeting, please submit the voting rights exercise form at the reception desk to register yourattendance. If you attend the meeting through "virtual attendance," please follow the guidance later in this notice and log
into the system using the prescribed ID and password.
◎If you intend to exercise your voting rights at the meeting through a proxy, the proxy must be another shareholder of theCompany with voting rights who will be in attendance at the venue on the day. Please note that attendance via "virtual
attendance" is limited to shareholders, as explained in the guidance later in this notice.
◎If you do not indicate your approval or disapproval of the proposals on the voting form, you will be deemed to haveindicated your approval.
◎If a shareholder who has exercised his/her voting rights in advance in writing or electronically attends the shareholders'meeting and votes again, the vote cast at the shareholders’ meeting will be deemed valid. If no vote is cast at theshareholders' meeting, then the vote cast in advance in writing or electronically will be deemed valid. Please refer to theguide later in this notice for further details.
◎In accordance with laws and regulations and the provisions of Article 16 of the Company’s Articles of Incorporation, thefollowing matters are not stated in the document delivered to shareholders who had requested the delivery.
・Business Report: System to Ensure the Appropriateness of Business Activities and Operating Status of the System, Basic
Policy Regarding Control of the Company, and Policy Regarding Determination of Dividends from Surplus, etc.
・Consolidated Financial Statements: Consolidated Statements of Changes in Shareholders’ Equity and Notes toConsolidated Financial Statements
・Non-Consolidated Financial Statements: Non-Consolidated Statements of Changes in Shareholders’ Equity and Notes to
Non-Consolidated Financial Statements
Therefore, these documents constitute only part of the documents audited by the accounting auditor and the Audit &Supervisory Committee during the preparation of their accounting audit report and audit report respectively.
◎If there are any changes to the matters concerning the measures for the electronic provision, we will post the corrections oneach website.

―5―

〈Guidance on remote attendance-type virtual shareholders' meeting〉This Shareholders' Meeting will be held as a hybrid attendance-type virtual shareholders' meeting combining an in-person
event held at the physical venue stated in this convocation notice and a remote attendance-type virtual event whereby
shareholders can watch the proceedings of the meeting live and exercise their voting rights via the Internet. If you wish toattend the meeting via the Internet (hereinafter referred to as "virtual attendance"), please read the information in this noticecarefully and then register your virtual attendance in advance. Shareholders who attend the shareholders' meeting virtuallyon the day of the meeting will be able to watch the proceedings of the meeting live on the Internet and ask questions andexercise their voting rights during the meeting.
To attend the shareholders' meeting virtually, we recommend you use a device running Windows 10 or Windows 11, withthe latest version of Microsoft Edge or Google Chrome as your browser (hereinafter referred to as the "Recommended
Settings"). Please check your operating system and browser and make sure they meet the requirements.
1. How to register your virtual attendance
The shareholders' meeting will be held using Desk Event, which is one of the Company’s products. If you wish to attend themeeting virtually, you will need to register your virtual attendance in advance by the following procedure.
(1) Access the following website on your computer and fill in the required information to complete registration before thefollowing registration deadline.
（Registration deadline: By 5:00 p.m. on Friday, June 16, 2023)
https://mktg.daj.jp/public/application/add/8024(2) On completion of the registration procedure, a registration confirmation email (hereinafter referred to as the"Registration Confirmation Email") stating your ID, password and other information you will need for virtual attendanceon the day will be sent to your registered email address. The Registration Confirmation Email will set out in more detail
how to attend the shareholders' meeting.
2. Questions on the day of the shareholders' meeting and how they will be dealt with
Shareholders who attend the shareholders' meeting virtually will be able to ask questions during the meeting using Desk
Event's question function. Please note the following.
(1) To virtually attend the shareholders' meeting and ask a question, you will need to be able to access Desk Event on yourcomputer. You can access Desk Event on your computer through your browser. For further details, please refer to theRegistration Confirmation Email you will be sent when you have completed the procedure for registering your virtual
attendance.
(2) 200 characters is the maximum allowed per question.
(3) Since this shareholders' meeting is going to be held as a hybrid event, the time for Q&A may be limited. Please note,
therefore, that even if you wish to ask a question, we may not be able to accept or answer all the questions received.
(4) If the answer to a question requires detailed investigation, etc., we may not answer the question at the shareholders'meeting and provide a response by other means. We may also pass over or refrain from answering any question which―6―has nothing to do with the purpose of the shareholders' meeting, any question which has already been asked, any question
whose answer might infringe on the rights or interests of clients or employees, etc. or any other abusive question which
is clearly intended to disrupt the shareholders' meeting.
(5) For the smooth running of the shareholders' meeting, we will only consider motions that have been submitted byshareholders who have attended the shareholders' meeting venue in person and will not accept motions proposed byshareholders who have attended virtually. This applies to all motions including those about the proceedings of theshareholders' meeting and its agenda. Accordingly, shareholders who may propose a motion are recommended to attend
the shareholders' meeting venue in person.
(6) If it is necessary to vote on a matter not stated in this Notice of Convocation, for example, if a motion is proposed by ashareholder who has attended the shareholders' meeting in person, shareholders who have attended virtually will not beable to express their approval or disapproval due to the nature of the voting system. In this case, based on the handlingof shareholders who exercise their voting rights electronically or in writing in advance and do not attend on the day of themeeting, shareholders who have attended virtually will be deemed to have abstained from voting on the matter or tohave been absent from the meeting.
3. Exercise of voting rights and handling of voting
Shareholders who attend virtually can exercise their voting rights using Desk Event's voting function only when voting is
open during the meeting (you will be informed of the actual time in the Registration Confirmation Email sent on completionof registration). Please note the following.
(1) If you have exercised your voting rights in advance of the meeting, your exercise of voting rights using Desk Event's voting
function will take priority over your exercise of voting rights in advance of the meeting. Accordingly, if you have exercised
your voting rights in advance of the meeting and then you have attended the meeting virtually and exercised your voting
rights again using the Desk Event's voting function when voting is open, the voting rights you exercised before the meeting
will be invalid; however, if you do not use Desk Event's voting function to vote while attending the meeting virtually, thevoting rights you exercised before the meeting will remain valid.
(2) If you do not exercise your voting rights in advance of the meeting and do not use Desk Event's voting function to exercise
your voting rights when voting is open while attending the meeting virtually, you will be deemed to have abstained andtreated like a shareholder who left the shareholders' meeting venue without voting.
(3) When exercising your voting rights using Desk Event's voting function, you will indicate your approval or disapproval of
proposals by selecting either "FOR" or "AGAINST." In the case of Proposed Resolution 2, you can vote in favor of certain
candidates and against others; however, be sure to exercise your voting rights on all the proposals within the time thatvoting is open.
(4) If you exercise your voting rights more than once when voting is open, only the last votes cast during the time voting is
open shall be deemed valid.
(5) If you only watch the proceedings streamed live on the Internet having exercised your voting rights in advance in writing
or in advance over the internet, then the votes you exercised in advance will remain valid.

―7―4. Other points to note regarding virtual attendance
In addition to the foregoing, shareholders considering attending the shareholders' meeting virtually should also note thefollowing points.
(1) Please note that virtual attendance offers shareholders another means of attending the shareholders' meeting besides
attending the shareholders' meeting venue in person and that technical constraints may inevitably mean thatshareholders who attend the meeting virtually experience a different environment and different treatment from thoseattending the shareholders' meeting venue in person. Please do not attend the shareholders' meeting virtually if this is
not acceptable to you.
(2) While we take reasonable measures to prevent communication failure and other issues when convening and running a
hybrid attendance-type virtual shareholders' meeting, there is still the possibility of communication failure andcommunication delay, for example, the communication environment or heavy website traffic may make it difficult toconnect to the attendance-type virtual shareholders' meeting or may disrupt the live stream over the Internet and, insome circumstances, the live stream may be stopped. However, we assume no liability whatsoever for any disadvantage
caused to shareholders as a result of such communication failure, etc. (including but not limited to disadvantage arisingfrom a shareholder's failure to use the Recommended Environment). Shareholders who attend the shareholders' meeting
virtually are recommended to attend virtually having exercised their voting rights in advance where possible. If we areprevented from live streaming the proceedings of the meeting over the Internet or in the event of any other changes, wewill make an announcement on the IR page of the Company’s website (https://www.daj.jp/ir/).
(3) The Company limits virtual attendance to shareholders with applicable ID only. Accordingly, we request that shareholders
who wish to have a proxy attend the meeting in their place delegate their authority to one other shareholder who willattend the shareholders' meeting venue in person on the day of the meeting in accordance with applicable laws andregulations and the Articles of Incorporation.
(4) Shareholders who attend the meeting virtually are responsible for setting up the computer environment they will use toaccess the meeting and will also bear any Internet charges (provider connection charges, communication changes, etc.)(5) In addition to the foregoing, we may take appropriate measures in unforeseen circumstances and shareholders who
attend the shareholders' meeting virtually may experience constraints and unexpected disadvantage compared with those
who attend the shareholders' meeting venue in person.
(6) It is strictly prohibited to publish, reproduce or copy the live stream images or voice data or to provide them to third
parties.
(7) Provision of the shareholder ID and password to any third party is strictly forbidden.
(8) A shareholder attending the shareholders' meeting virtually may be blocked if the chairperson deems that suchshareholder's actions are disrupting the meeting or otherwise obstructing the proceedings of the meeting.
(9) Out of consideration for the privacy of the shareholders attending the shareholders' meeting venue in person, the live
stream will show only the chairperson and officers, in principle.
(10) The livestream audio will be in Japanese only.

―8―

(11) Contact for inquiries
Digital Arts Inc.
Shareholders' Meeting Secretariat: +81-3-5220-6015*Please note that depending on how busy the line is, you may have difficulty getting through or it may take timeanswering your call.

―9―

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 its financial standing, expand existing businesses and develop 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, 2023 would be as follows:

Type of dividend property

CashMattes relevant to dividend property and its total
cash amount40 yen per common stock of the Company
Total cash amount is 561,566,680 yen

Effective date of distribution of surplus

June 26, 2023

―10―

Proposed
Resolution 2

Election of Two (2) Directors (excluding Directors who are Audit andSupervisory Board Members)

The terms of office for all two (2) Directors (excluding Directors who are Audit and Supervisory Board Members) will
expire at the conclusion of this Meeting. Therefore, the Company asked for two (2) Directors to be appointed.
The candidates are as follows:

No.

Name

Current Position and Responsibilities at theCompany

Board Meeting
Attendance

１

Toshio Dogu

Reelection

Representative Director, President and Chief Executive Officer, and General Manager-Corporate Planning100％(13/13)

２

Takuya Matsumoto

Reelection

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

―11―

No.

Name (Date of Birth)

Reelection

１

Toshio Dogu
(Feb. 17, 1968)

Past experience, positions, responsibilities and significant concurrent positions

Oct. 1997
Oct. 2003
Mar. 2005
Nov. 2005
Dec. 2006
Apr. 2011
June 2012
May 2013
Oct. 2013
Oct. 2013
Apr. 2014
Nov. 2014
Apr. 2015
Nov. 2015
Apr. 2016
Apr. 2016
Sep. 2016
Apr. 2017
Apr. 2018
Oct. 2019Feb. 2020
Aug. 2022

Representative Director, President & CEO, Digital Arts Inc.
General Manager-Corporate Planning
Director, IQS' Co., Ltd.
Representative Director, President & CEO, IQS' Co., Ltd.
Representative Director, President & CEO, DAM Corporation (incumbent)
Director, President & CEO, Digital Arts America, Inc. (incumbent)
Director, Digital Arts Investment, Inc.
Representative Director, President & CEO, Polkast Japan LLC
Representative Director, President & CEO, DA Corporation (incumbent)
Representative Director, President & CEO, DM Corporation (incumbent)
Director, President and CEO, FinalCode, Inc.
Representative Director, President & CEO, General Manager- Sales, Digital Arts Inc.
Representative Director, President & CEO, General Manager- Sales, General Manager-FinalCode Business, Digital Arts Inc.
Director, Digital Arts Asia Pacific Pte. Ltd. (incumbent)
Representative Director, President & CEO, General Manager- Sales, Digital Arts Inc.
Representative Director, Chairman, Digital Arts Consulting Inc. (incumbent)
Director, Digital Arts Europe Limited (incumbent)
Representative Director, President & CEO, General Manager-Sales, General Manager-Marketing, General Manager-Corporate Planning, Digital Arts Inc.
Representative Director, President & CEO, General Manager-Sales, General Manager-Marketing, Digital Arts Inc.
Representative Director, President & CEO, General Manager-Sales, General Manager-Marketing, General Manager-Corporate Planning, General Manager- Administration, Digital Arts Inc.
Representative Director, President and Chief Executive Officer, Digital Arts Inc.
Representative Director, President and Chief Executive Officer, and General Manager-Corporate Planning, Digital Arts Inc. (incumbent)

Number of theCompany shares owned

2,253,226 shares

Reasons for selection as a candidate:
For many years since the founding of the Company, Toshio Dogu has taken command of the Group's overall management as President
and he continues to play an instrumental role in the growth of the Group as a whole by strengthening the Group’s revenue basethrough the establishment of business models and developing innovations in Group management to create synergy. Based on his deep
insight into management, his track record, and his advanced skills, the Company believes that Mr. Dogu can continue contributing to
the enhancement of the Group's corporate value in the medium and long term and sustainable development in the future and has,
therefore, designated him as a candidate for Director again.
No.

Name (Date of Birth)

Reelection

２

TakuyaMatsumoto(Nov. 4, 1976)

Past experience, positions, responsibilities and significant concurrent positions

Apr. 1999
Apr. 2003
Apr. 2014
Oct. 2016
June 2017
Dec. 2017
Apr. 2018
Oct. 2019

Joined COMAS Co., Ltd.
Joined Digital Arts Inc., Development
Associate General Manager-Development
General Manager-Development
Director, General Manager-Development
Director, General Manager-Development, General ManagerNew Product Development
Director, General Manager-Development (incumbent)
Director, Digital Arts Consulting Inc. (incumbent)

Number of theCompany shares owned

3,115 shares

Reasons for selection as a candidate:
As a developer, Takuya Matsumoto has engaged in a number of the Company’s mainstay products and led new product development,
thereby accelerating the Company’s business growth and innovation and supporting the Group's growth as a senior manager of its
development operations. Based on his track record, experience, and advanced specialization, the Company believes that Mr.
Matsumoto can contribute to the further enhancement of corporate value and has, therefore, designated him as a candidate for
Director again.
(Note) 1. None of the above candidates have any special interest in the Company.
2. The number of the Company shares owned represents figures as of March 31, 2023.
3. The number of the Company shares owned includes the number of equities held by the Shareholding Association made up of Directors.

―12―

Proposed
Resolution 3

Election of One (1) Director who is an Audit and Supervisory Board
Members

The term of office of Ms. Chise Kuwayama, who is a director serving as an Audit and Supervisory Board member, will
expire at the conclusion of this Meeting. Therefore, the Company asked for one (1) Director, who serve as an Audit andSupervisory Board member, to be appointed. 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)

Reelection

Chise Kuwayama(May 2, 1971)

Past experience, positions, responsibilities and significant concurrent positions

Apr. 1995
Nov. 2004
Mar. 2015
Mar. 2021
June 2021
June 2022

Joined Dai-ichi Mutual Life Insurance Company (currently, The Dai-ichi Life Insurance Co., Ltd.)
Joined Tohmatsu & Co. (currently, Deloitte Touche Tohmatsu LLC)
Outside Standing Audit and Supervisory Board Member, Ceres Inc.
Outside Director (Full-time Audit and Supervisory Board Member), Ceres Inc.
Outside Director (Audit and Supervisory Board Member), Digital Arts Inc. (incumbent)
Outside Standing Audit & Supervisory Board Member, Sony Network Communications Smart Platform, Inc. (currently, MEEQ Inc.) (incumbent)

Number of theCompany shares owned

159 shares

Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory Board Member and expected roles:
As a certified public accountant, Ms. Chise Kuwayama has expertise in financial affairs and accounting. Based on this knowledge, the Company
expects that she will supervise management from a practical and multi-faceted perspective and will contribute to further strengthening theCompany corporate governance from an independent standpoint. For this reason, the Company has designated her as a candidate for Outside
Director. The role which Ms. Kuwayama will be expected to perform if appointed as Outside Director is to use her own knowledge of management
policy and strategy to expedite the Company's sustainable growth and achieve enhancement of corporate value in the medium and long term. For
the reasons described above, the Company made the decision that Ms. Kuwayama could adequately carry out her assignment as Outside Director,
even though she has never been involved in corporate management except as outside officer.
(Note) 1. This candidate has no special interest in the Company.
2. Ms. Chise Kuwayama is a candidate for Outside Director.
3. The Company has executed a contract with Ms. Chise Kuwayama on the limitation of liability for damages as provided for under the provisionsof Paragraph 1, Article 423 of the Companies Act according to the provisions of Paragraph 1, Article 427 thereof. The maximum amount ofliability based on this agreement shall be the minimum amount stipulated in Paragraph 1, Article 425 of the Companies Act, and if theappointment of Ms. Kuwayama is approved, the Company intends to continue the aforementioned agreement with her.
4. Ms. Chise Kuwayama is currently an Outside Director serving as an Audit and Supervisory Board members, whose term of office will be twoyears at the conclusion of this Meeting.
5. The Company has notified the Tokyo Stock Exchange, Inc. of Ms. Chise Kuwayama as independent director. When she is reappointed, shewill continue to serve as an independent director.
6. The number of the Company shares owned represents figures as of March 31, 2023.
7. The number of the Company shares owned includes the number of equities held by the Shareholding Association made up of Directors.

End

―13―

(Reference) Skills matrix of Directors after this Annual Shareholders’ Meeting
The Company appoints human resources having rich experience, broad insight, and advanced specialization as Directors tosupervise decision making and business management appropriately and at a higher level and to achieve a continuous increasein corporate value. In addition, the Company is improving the function of supervising management, including the performanceof duties and monitoring, by establishing a structure with overall balance, while also considering diversity, after defining theknowledge and experience deemed important in deliberations and decision making at meetings of the Board of Directors.

Nomination

Name

Positions andresponsibilities in the
Company

ToshioDogu

Representati
ve Director

2

TakuyaMatsumotoDirector

3

KiyotoInomata

Director

4

Hidekazu
Kubokawa

Director

5

Masataka
Uesugi

Director

6

Chise
Kuwayama

Director●(Chair)Audit andSupervisory
Board
Member(Full-time)
Audit andSupervisory Exter
Board
nal
MemberAudit andSupervisory Exter
Board
nal
MemberAudit andSupervisory Exter
Board
nal
MemberLegal

Product Human
Indepeandaffairsndent Remuneration Corporate developm resources Business Finance Complian ESG
entdevelopm Experienc
officer
AccountinceSustainabi
Advisory managem

Committee

1Knowledge, experience, and abilities particularly
expected by the Company

ent

Innovatioent
e in thenPersonnel Industry
strategy

○

○

○

○

○

○

○

○

●

○

○

●

●

○

○

●

●

―14―

○

Risk
manage
ment

lity

○

○

●

Note: This table does not cover all of the knowledge, experience and skills of the Directors.

g

○

○

○

○

○

○

○

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