(Note) This document is an abridged translation 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(Stock Exchange Code 4350)
June 6, 2022
To Our Shareholders
Inao Tajiri
President and Representative Director
Medical System Network Co., Ltd.
24-3 Kitajujo-Nishi, Chuo-ku, Sapporo

Notice of the 24th Ordinary General Meeting of Shareholders
We are pleased to announce that the 24th Ordinary General Meeting of Shareholders of MedicalSystem Network Co., Ltd. (the “Company”) will be held for the purposes as described below.
In light of the state of the spread of COVID-19, we will hold the meeting upon implementing
appropriate infection prevention measures.
You may exercise your voting rights in writing or via electronic means (the Internet, etc.) in lieu ofattending the meeting in person. Please review the attached Reference Documents for the General
Meeting of Shareholders, and follow the guide on page 3 to exercise your voting rights no later than
5:30 p.m. on Tuesday, June 21, 2022 (JST).
1. Date and Time:
2. Place:

Wednesday, June 22, 2022 at 10:00 a.m. (JST)Park Hall A and B, 3F, Sapporo Park Hotel
3-1-1 Minamijujo-Nishi, Chuo-ku, Sapporo

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for theCompany’s 24th Fiscal Year (April 1, 2021–March 31, 2022) andresults of audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 24th Fiscal
Year (April 1, 2021–March 31, 2022)
Proposals to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Partial amendment to the Articles of Incorporation
Proposal 3: Election of one (1) Audit & Supervisory Board Member
In the event the status of COVID-19 and other factors going forward result in major changes in the operation of theGeneral Meeting of Shareholders such as a decision to change the date, time, or place of the event stated in this Notice,
we shall make an announcement on our website (https://www.msnw.co.jp/ir/stock/general-meeting/).

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Notice on measures in response to COVID-19
To prevent infections and the spread of COVID-19, the following measures will be adopted at our General
Meeting of Shareholders. We kindly ask for your understanding and cooperation.
 To secure wide space between our shareholders’ seats, the number of seats available at the venue will belimited to about 60. Therefore, please be advised that we may need to refuse admission of someshareholders even if they come to the venue.
 We ask that shareholders attending the General Meeting of Shareholders in person wear a mask.
 If shareholders arriving at the venue are considered to be in poor health, they will be refused admission.
 We recommend those who are elderly, have underlying conditions, are pregnant, are accompanied by smallchildren, or in poor health to consider not attending the General Meeting of Shareholders.
 To prevent infections, we will cancel our annual Management Policy Briefing session.
 Please note that no souvenirs will be provided to shareholders attending the meeting this year.
* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
* Among the documents to be provided, the items listed below are posted on the Company website in accordance withthe provisions of law and regulations and Article 13 of the Company’s Articles of Incorporation. As such, they are notincluded in the documents attached to this Notice.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-consolidated Financial Statements* In the event the attached documents and the Reference Documents for the General Meeting of Shareholders require
revisions, their revised versions will be posted on the Company website.

Company Website

https://www.msnw.co.jp/ir/stock/general-meeting/2Guide to Exercising Voting Rights
IfATTENDING
the meeting

If
NOT ATTENDING
the meeting

Submit at the reception desk of venue
Please present the enclosed Voting Rights Exercise Form at thereception desk on the day of the General Meeting of Shareholders.

Send by mailPlease indicate your votes for or against each of the proposals on
the enclosed Voting Rights Exercise Form and mail back the form
to the Company so that it is received by the deadline for exerciseof voting rights.
InternetPlease access the voting rights exercise website (https://soukai.mizuho-tb.co.jp/) using your computer, smartphone, etc. Log
in by entering the code and password for exercising voting rights
printed on the enclosed Voting Rights Exercise Form, follow theinstructions on the screen, and enter your votes for or against eachof the proposals before the deadline.
Smartphones
Please scan the QR Code printed on the lower right corner of theVoting Rights Exercise Form to access the voting rights exercise
website. Follow the instructions on the screen, and enter your votes
for or against each of the proposals before the deadline.

Deadline for exercise of voting rights: 5:30 p.m. on Tuesday, June 21, 2022 (JST)Platform for electronic exercise of voting rights
Institutional investors can use the electronic voting platform operated by ICJ, Inc. as a means to electronically
exercise their voting rights at the Company’s General Meeting of Shareholders, provided they apply for the useof platform in advance.

3Reference Documents for the General Meeting of Shareholders
Proposals and reference items
Proposal 1: Appropriation of surplus
The Company’s basic policy is to maintain stable payment of dividends to shareholders in amanner commensurate with our business performance, while securing the internal reserves
necessary to strengthen our financial position, expand the scale of business, and develop humanresources.
In accordance with the above policy, the Company proposes to pay year-end dividends for thefiscal year under review as follows.
Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property to shareholders and the total amountthereof
Per share of ordinary shares of the Company: 7 yen(6 yen in ordinary dividend and 1 yen to commemorate the Company’s 20th anniversary ofexchange listing)Total amount:
214,056,815 yen(2) Effective date of distribution of surplus: June 23, 2022
* As the Company has already paid an interim dividend of 5 yen per share, the annual dividend
for the fiscal year under review will be 12 yen per share.
Proposal 2: Partial amendment to the Articles of Incorporation(1) Reason for the proposal
The provisions stipulated in the proviso to Article 1 of the supplementary provisions of theAct Partially Amending the Companies Act (Act No. 70 of 2019), setting forth a system forproviding materials for general meetings of shareholders in electronic format, will come intoforce on September 1, 2022. Accordingly, the Company proposes a partial amendment to theArticles of Incorporation to provide that information constituting the content of the ReferenceDocuments for the General Meeting of Shareholders, etc. be offered electronically, and thescope be limited in terms of items to be included in the paper-based documents delivered toshareholders requesting delivery of hard copies.
Since the existing provision regarding Internet disclosure and deemed provision ofReference Documents for the General Meeting of Shareholders, etc. will become unnecessary,
the Company proposes to delete it and establish supplementary provisions on the effective
date, etc. in conjunction with the aforementioned changes.

4(2) Details of the change
The details of the change are as follows.
(Underlines indicate changes.)
Current Articles of Incorporation(Internet disclosure and deemed provision ofReference Documents for the General Meeting ofShareholders, etc.)
Article 13
In convening a General Meeting of Shareholders, theCompany may be deemed to have provided to its
shareholders information regarding matters to bedescribed or stated in the Reference Materials for theGeneral Meeting of Shareholders, Business Report,
and Non-consolidated and Consolidated Financial
Statements by disclosing such information using theInternet in accordance with the relevant Ordinance ofthe Ministry of Justice.

(Newly established)(Newly established)

Proposed change(Deleted)(Measures for providing information in electronic
format, etc.)
Article 13
1. In convening a General Meeting of Shareholders,the Company shall take measures for providing
information that constitutes the content of theReference Documents for the General Meeting ofShareholders, etc. in electronic format.
2. Among the matters to be provided in electronic
format, with regard to all or some of the mattersstipulated by the relevant Ordinance of the Ministryof Justice, the Company may choose to omit themfrom the paper-based documents to be delivered tothose shareholders who have requested delivery of
hard copies by the record date of voting rights.
(Supplementary provisions)
1. The deletion of Article 13 (Internet disclosure anddeemed provision of Reference Documents for theGeneral Meeting of Shareholders, etc.) of theArticles of Incorporation before amendment andthe establishment of Article 13 (Measures forproviding information in electronic format, etc.)
after amendment shall come into effect onSeptember 1, 2022.
2. Notwithstanding the provision of the preceding
paragraph, Article 13 (Internet disclosure anddeemed provision of Reference Documents for theGeneral Meeting of Shareholders, etc.) before
amendment shall remain in force with respect to a
General Meeting of Shareholders to be held before
the end of February 2023.
3. These supplementary provisions shall be deletedon March 1, 2023 or after the lapse of threemonths from the date of the General Meeting ofShareholders set forth in the preceding paragraph,
whichever is later.

5Proposal 3: Election of one (1) Audit & Supervisory Board Member
The Company proposes the election of one (1) Audit & Supervisory Board Member for thepurpose of strengthening and enhancing its auditing system.
The Company has obtained the approval of the Audit & Supervisory Board for submitting thisproposal.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
April 1983
April 2012

Number ofCompany
shares held

Joined Hokkaido Government
Health and Safety Bureau Chief, Health and Welfare
Department, Hokkaido Government
April 2014 Community Safety Promotion Bureau Chief,
Environmental and Community Affairs Department,
Hokkaido Government
April 2016 Deputy Executive Director, Construction Department,* Satoshi Sato―
Hokkaido Government(September 7, 1960)
April 2017 Executive Director of Health and Welfare Department,
Hokkaido Government
April 2019 Executive Director of General Affairs Department
and Head of the Northern Territories Task Force,
Hokkaido Government
April 2020 Audit and Inspection Commissioner,
Hokkaido Government
Reason for nomination as candidate for Outside Audit & Supervisory Board Member:
Mr. Satoshi Sato has many years of experience in administrative posts as well as experience as an Audit andInspection Commissioner at the Hokkaido Government. The Company expects him to reflect his wealth ofexperience and broad insight in the field of government affairs to the audit of the Company’s Community
Pharmacy Business and other businesses. Therefore, we propose his election as an Outside Audit &Supervisory Board Member.
(Notes) 1. The asterisk (*) next to the name represents a candidate for newly appointed Audit & Supervisory BoardMember.
2. There are no special interests between the Audit & Supervisory Board Member candidate and the Company.
3. Mr. Satoshi Sato is a candidate for Outside Audit & Supervisory Board Member.
4. Matters concerning the Outside Audit & Supervisory Board Member candidate are as follows.
(1) Limited liability agreement with Outside Audit & Supervisory Board Members
If Mr. Satoshi Sato is elected as an Audit & Supervisory Board Member, he and the Company will enter
into an agreement limiting his liability to the higher of either one million yen or the minimum liability
amount as defined in Article 423, Paragraph 1 of the Companies Act, provided he performs his duties asan Audit & Supervisory Board Member in good faith and without gross negligence.
(2) Disclosure as an Independent Officer
In the event Mr. Satoshi Sato is elected as an Audit & Supervisory Board Member, the Company plans tonotify Tokyo Stock Exchange, Inc. of his position as an Independent Officer stipulated in Rule 436-2 ofthe Securities Listing Regulations of the said Exchange.
5. The Company plans to enter into an indemnity contract with Mr. Satoshi Sato, as stipulated in Article 430-2,
Paragraph 1 of the Companies Act. Under the indemnity contract, the Company will provide compensationfor expenses as per Paragraph 1, Item 1 of the said Article and losses as per Item 2 of the said Paragraphwithin the range stipulated by laws and regulations.
6. The Company enters into a directors and officers liability insurance contract, stipulated in Article 430-3,Paragraph 1 of the Companies Act, with an insurance company. The contract covers compensation fordamages that may be incurred by the insured as a result of assuming responsibility for the execution of hisor her duty or for being filed claims related to the pursuit of such responsibility. If the candidate is appointedas an Audit & Supervisory Board Member, he will be designated as the insured in the insurance contract. Inaddition, the Company plans to have the contract renewed under the same conditions during his term inoffice.

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