Note: This 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.

[Documents to be Delivered]
Securities Code: 7595
Date of sending by postal mail: June 4, 2024
Start date of measures for electronic provision: May 30, 2024
To Our Shareholders:
Yoshimaro Fujisawa, Chairman
ARGO GRAPHICS Inc.
5-14 Nihonbashi-hakozaki-cho, Chuo-ku, TokyoNOTICE OF THE 40TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 40th Annual General Meeting of Shareholders of ARGO GRAPHICS Inc. (the“Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (matters subject tomeasures for providing information in electronic format) in electronic format, and posts this information as “Noticeof the 40th Annual General Meeting of Shareholders” on the Company’s website. Please access the following websiteby using the internet address shown below to review the information.
[The Company’s website]
https://corp.argo-graph.co.jp/ir/stocks.html (in Japanese)
In addition to posting matters subject to measures for providing information in electronic format on the Company’s
website, the Company also posts this information on the Tokyo Stock Exchange (TSE) website (Listed Company
Search).
[TSE website]
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website by the above internet address, enter “ARGO GRAPHICS” under “Issue name (company
name)” or the Company’s securities code “7595” under “Code,” and click “Search.” Then click “Basic information”
and select “Documents for public inspection/PR information,” then check “Notice of General Shareholders Meeting/ Informational Materials for a General Shareholders Meeting” under “Filed information available for public
inspection.”
Instead of attending the meeting in person, you may exercise your voting rights either in writing or via the Internet
and other means. Please read the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by no later than 5:30 p.m. on Wednesday, June 19, 2024 (Japan Standard Time).

-1-1. Date and Time: Thursday, June 20, 2024 at 2:00 p.m. (JST)
2. Venue:
Royal Park Hotel, 2F, Banquet room “ARIAKE”
2-1-1 Nihonbashi-Kakigara-cho, Chuo-ku, Tokyo
3. Purpose of the Meeting:Items to be reported:
1. The Business Report and the Consolidated Financial Statements for the 40th fiscal year (from April 1, 2023
to March 31, 2024), and the results of audit of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 40th fiscal year (from April 1, 2023 to March 31, 2024)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Ten Directors Who Are Not Audit and Supervisory Committee Members
4. Other Matters Relating to General Meetings of Shareholders
In the event that no approval or disapproval is expressed for the respective proposals in the Voting Rights Exercise
Form, it will be treated as the intent of approval for the proposals.
••

We will post any revision made to the matters subject to measures for providing information in electronic
format on the Company’s website and the TSE website if such a revision has been made.
The following matters are posted on the aforementioned respective websites in accordance with the provisionsof laws and regulations and Article 14 of the Company’s Articles of Incorporation. In addition, the Audit andSupervisory Committee and Financial Auditor audited the documents subject to auditing including thefollowing matters.
“Business progress and results” “Status of assets and income for the last three fiscal years” “Issues to beaddressed” “Principal business” “Major offices and plants and the status of employees” “Status of shares”“Status of significant concurrent positions of company officers” “Status of Audit and Supervisory Committee
Members who have considerable knowledge related to finance and accounting” “Summary of content ofliability limitation agreements” “Summary of content of the Company’s directors and officers liability
insurance policy” “Matters regarding outside officers” “Status of Financial Auditor” “Summary of content ofsystems to ensure the appropriateness of operations and outline of the operating status of the systems” “Basic
policy regarding control of the Company” “Policy on decisions on the dividends from surplus” “Consolidated
statements of changes in equity” “Notes to consolidated financial statements” “Non-consolidated balance
sheet” “Non-consolidated statements of income” “Non-consolidated Statement in changes in equity” “Notes
to non-consolidated financial statements” “Financial Auditor’s audit report on consolidated financial
statements” “Financial Auditor’s audit reports on non-consolidated financial statements” “Audit andSupervisory Committee’s audit reports”-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Appropriation of Surplus
The Company considers the return of profit to shareholders one of our business priorities. We make the following
proposal in relation to the year-end dividend for the current fiscal year in consideration of future businessdevelopments and a basic policy to maintain stable dividends.
(1)
(2)

(3)

Type of dividend property
To be paid in cash
Allotment of dividend property and the aggregate amount thereof¥50 per common share of the Company
Total payment: ¥1,087,742,300
Accordingly, including the interim dividend of ¥40 per share, the annual dividend for the current fiscal year
will be ¥90 per common share.
Effective date of dividends from surplus
June 21, 2024

-3-

Proposal No. 2

Election of Ten Directors Who Are Not Audit and Supervisory Committee Members

The terms of office of all ten Directors who are not Audit and Supervisory Committee Members of the Company will
expire at the conclusion of this meeting. Therefore, the Company proposes the election of ten Directors who are not
Audit and Supervisory Committee Members.
The candidates for Director are as follows:
No.

Name
(Date of birth)
Number of the Company’s
shares owned

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1965[Reelection]
Yoshimaro Fujisawa(October 8, 1942)
589,000 shares
1

2

Apr. 1985
Sept. 1985
Mar. 1992
June 1999

Joined Nippon Remington Univac Kaisha, Ltd. (currently
BIPROGY Inc.)
Joined the Company
Director
Senior Managing Director, General Manager of Business
Management Headquarters
Representative Director, Senior Managing Director, General
Manager of Business Management Headquarters
President
Chairman & CEO and Executive Officer (current position)

Apr. 2000
June 2007[Reasons for nomination as candidate for Director]
He possesses both abundant experience and knowledge as a corporate manager in successive roles as President andChairman. He is also well-informed about the Group’s overall business and management, and works on businessdevelopment with an eye to the future. So that he may continue to pursue further improvements of governance of theGroup and help maintain and enhance the supervisory function of the Board of Directors, the Company nominates him
as a candidate for Director.
Apr. 1989
Joined IBM Japan, Ltd.
Jan. 2002
Seconded to the Company
Apr. 2005
Joined the Company, Deputy Division Manager of West Japan[Reelection]
Division
Muneshi Ozaki
Apr. 2010
Executive Officer, Division Manager of West Japan Division(March 25, 1965)
June 2013
Director and Executive Officer
22,100 shares
Apr. 2014
Managing Director
Apr. 2015
President and Executive Officer
June 2015
President & COO and Executive Officer (current position)[Reasons for nomination as candidate for Director]
Based on his abundant experience and knowledge of sales, and together with the Chairman, he has worked towards
enhancing the Group’s governance, while having overall responsibility for all of the Company’s businesses as
President since April 2015. So that he may continue to pursue further improvements of governance of the Group andhelp maintain and enhance the supervisory function of the Board of Directors, the Company nominates him as a
candidate for Director.

-4-

No.

Name
(Date of birth)
Number of the Company’s
shares owned[Reelection]
Kunio Hasebe(April 24, 1959)
9,800 shares3

45

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1984
Oct. 2006
June 2008
May 2010
Aug. 2010
Apr. 2011
Apr. 2014
Apr. 2015

Joined Hakuto Co., Ltd.
Transferred to Hakuto Information Technology Co., Ltd.
Director of Hakuto Information Technology Co., Ltd.
Joined the Company
Transferred to HULINKS Inc.
Director of HULINKS Inc.
Executive Officer, Deputy General Manager of Administration
Division of the Company
Executive Officer, General Manager of Administration
Headquarters
Director and Executive Officer
Managing Director
Senior Managing Director (current position)

June 2015
June 2016
June 2022[Reasons for nomination as candidate for Director]
Based on his abundant experience in key administration areas, including accounting and finance, human resources, andgeneral affairs, he is involved in the Group’s overall management. So that he may continue to pursue further
improvements of governance of the Group and help maintain and enhance the supervisory function of the Board of
Directors, the Company nominates him as a candidate for Director.
June 1986
Joined the Company
June 1999
Executive Officer, General Manager of Engineering Solution[Reelection]
Promotion Office
Kiyoshi Ishikawa
Apr. 2002
Executive Officer, Division Manager of System Service Division(April 24, 1962)
July 2002
Executive Officer, Division Manager of Customer Service Division
18,000 shares
June 2005
Director and Executive Officer
Apr. 2014
Managing Director (current position)[Reasons for nomination as candidate for Director]
He has consistently been placed in the Company’s technical division, and based on his abundant experience and trackrecord, he has been responsible for improving the internal technical capabilities and the skills of engineers as the headof the technical division, since being appointed a Director. So that he may continue to pursue further improvements ofgovernance of the Group and help maintain and enhance the supervisory function of the Board of Directors, theCompany nominates him as a candidate for Director.
Apr. 1976
Joined Nippon Univac Kaisha Ltd. (currently BIPROGY Inc.)
June 1984
Joined ARGO 21 Corp.
Apr. 2001
Executive Officer, General Manager of Product Business Divisionof ARGO 21 Corp.
[Reelection]
Oct. 2003
Joined the Company
Takanori Nakai(July 21, 1952)
Apr. 2004
Executive Officer, Division Manager of Business Unit 4
24,100 shares
Apr. 2010
Senior Executive Officer, Division Manager of Business Unit 5
June 2011
Director and Executive Officer
June 2013
Managing Director
June 2015
Executive Vice President (current position)[Reasons for nomination as candidate for Director]
He is conversant with the PLM business and also well-informed about the Company’s customers. Since being
appointed a Director, he has contributed to promoting the business based on his abundant experience, and has assisted
the President as Executive Vice President since June 2015 while working to enhance the Company’s business. So that
he may continue to pursue further improvements of governance of the Group and help maintain and enhance thesupervisory function of the Board of Directors, the Company nominates him as a candidate for Director.

-5-

No.

6

7

Name
(Date of birth)
Number of the Company’s
shares owned

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Feb. 1985
Joined ARGO 21 Corp.
Apr. 1999
Joined the Company
June 1999
Executive Officer, Division Manager of West Japan Division[Reelection]
Apr. 2012
Executive Officer, Division Manager of Central Japan Division
Takeshi Fujimori(January 27, 1956)
June 2013
Director and Executive Officer
9,600 shares
June 2015
Managing Director
June 2022
Senior Managing Director
June 2023
Senior Managing Director (current position)[Reasons for nomination as candidate for Director]
Based on his abundant experience as a Director with overall responsibility for Central and West Japan districts, he has
been providing management direction on location as the Managing Director of New System Service Co., Ltd. in
Thailand since July 2022. So that he may continue to pursue further improvements of governance of the Group andhelp maintain and enhance the supervisory function of the Board of Directors, the Company nominates him as a
candidate for Director.
Dec. 2002
Joined Sumisho Electronics Co., Ltd.
Feb. 2003
Director and Managing Executive Officer, General Manager ofBusiness Support Division of Sumisho Electronics Co., Ltd.
Apr. 2005
Executive Officer, in charge of management reforms of Sumisho
Computer Systems Corporation (currently SCSK Corporation)
June
2005
Director and Executive Officer[Reelection, Outside]
Apr. 2008
Director and Managing Executive Officer
Tetsuya Fukunaga
June 2008
Outside Director of the Company (current position)(February 1, 1960)- shares
Apr. 2014
Director and Senior Managing Executive Officer
Apr. 2017
Director and Executive Officer & CFO
June 2017
Senior Managing Executive Officer
Apr. 2021
Director and Senior Managing Executive Officer
Apr. 2022
Director and Executive Vice President
Apr. 2024
Director, Advisor and Senior Fellow (current position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
He served for many years in the finance sector and the IT sector, and possesses abundant knowledge and experience asa corporate officer and CFO. The Company has nominated him as an Outside Director in order to draw on his advice
and opinions concerning the Company’s management and business execution, utilizing this experience and knowledge.
At the conclusion of this General Meeting of Shareholders, he will have served 16 years as an Outside Director of theCompany.
(About Tetsuya Fukunaga’s independence)(1) There is no plan for him to receive, nor has he received in recent years, a large sum of money or other property
from the Company or a specified associated company of the Company.
(2) He is not a spouse, a relative within the third degree of kinship, or any other person equivalent thereto of an
executive of the Company or a specified associated company of the Company.
(3) He has not served as an executive of a stock company that succeeded to the rights and obligations of the Company
through a merger, absorption-type company split, incorporation-type company split or acceptance of transfer ofbusiness during the past two years immediately prior to such merger.

-6-

No.

Name
(Date of birth)
Number of the Company’s
shares owned

Joined RECRUIT FROM A Inc. (currently Recruit Jobs Co., Ltd.)
Joined the Institute of Computational Fluid Dynamics
Lecturer, Tama Art University (current position)
Representative of Yukisuki No Kuni LLC (current position)
Representative of atmosphere designs LLC (current position)
June 2017
Outside Director of the Company (current position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
She is a pioneer in custom information engineering that analyzes folklore from an engineering perspective. While
conducting research activities on traditional techniques and performing arts across Japan, she is also applying her
efforts to building networks of relevant parties and passing down of skills. Furthermore, while being a lecturer at TamaArt University she is also involved in corporate management as a company representative. The Company has
nominated her as an Outside Director in order to draw on her advice and opinions concerning management andbusiness execution, including from a diversity and social contribution perspective, utilizing this broad experience andinsight.
At the conclusion of this General Meeting of Shareholders, she will have served seven years as an Outside Director of
the Company.
(About Rieko Ido’s independence)(1) There is no plan for her to receive, nor has she received in recent years, a large sum of money or other property
from the Company or a specified associated company of the Company.
(2) She is not a spouse, a relative within the third degree of kinship, or any other person equivalent thereto of an
executive of the Company or a specified associated company of the Company.
(3) She has not served as an executive of a stock company that succeeded to the rights and obligations of the Company
through a merger, absorption-type company split, incorporation-type company split or acceptance of transfer ofbusiness during the past two years immediately prior to such merger.
Apr. 1984
Joined Sony Corporation (currently Sony Group Corporation)
Apr. 2002
Head of Technology Department of B&P Company
May 2006
Seconded to Sony EMCS Corporation(currently Sony Global Manufacturing & Operations Corporation)
Head of Design Department of Kosai TEC
Jan. 2008
Executive Officer, President of Kosai TEC[Reelection, Outside,
Oct. 2010
Deputy Head of Professional Solutions and Software Design
Independent]
Division, Software Design Headquarters of Sony Corporation
Norikazu Ito(September 13, 1958)
Jan. 2011
Head of Professional Solutions and Software Design Division,- shares
Software Design Headquarters
July 2014
Seconded to Sony Techno Create Corp.
Director
Aug. 2014
Representative Director and President
June 2019
Outside Director of the Company (current position)
Oct. 2020
Director of Sony Techno Create Corp.
[Reasons for nomination as candidate for Outside Director and overview of expected roles]
He has achieved much through initiatives for research in information processing, AI and image processing over many
years at a major electronics manufacturer. In addition, in the group companies of the relevant manufacturer, he has
built experience in both the field of manufacturing and management, and has been involved in corporate management.
The Company has nominated him as an Outside Director in order to draw on his advice and opinions concerning theCompany’s management and business execution, utilizing this abundant experience and knowledge.
At the conclusion of this General Meeting of Shareholders, he will have served five years as an Outside Director of theCompany.
(About Norikazu Ito’s independence)(1) There is no plan for him to receive, nor has he received in recent years, a large sum of money or other property
from the Company or a specified associated company of the Company.
(2) He is not a spouse, a relative within the third degree of kinship, or any other person equivalent thereto of an
executive of the Company or a specified associated company of the Company.
(3) He has not served as an executive of a stock company that succeeded to the rights and obligations of the Company
through a merger, absorption-type company split, incorporation-type company split or acceptance of transfer ofbusiness during the past two years immediately prior to such merger.
[Reelection, Outside,
Independent]
Rieko Ido
(Current surname: Oshio)(July 29, 1964)- shares89Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1987
Apr. 1995
Apr. 2006
Dec. 2014

-7-

Name
(Date of birth)
Number of the Company’s
shares owned

No.

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
July 1980
Oct. 1981

10(Notes) 1.

2.
3.
4.

Researcher, Japan Society for the Promotion of Science
Ames Research Center, National Aeronautics and Space
Administration (NASA)
Researcher, National Research Council
Jan. 1984
Tutor, Department of Aeronautics, Faculty of Engineering, theUniversity of Tokyo
Apr. 1985
Research Officer, National Aerospace Laboratory of Japan, Scienceand Technology Agency (currently the Ministry of Education,
Culture, Sports, Science and Technology)[Reelection, Outside,
July 1987
Senior Research Officer of National Aerospace Laboratory of Japan
Independent]
Mar. 1988
Associate Professor, Institute of Space and Astronautical Science,
Kozo Fuji
Ministry of Education, Science, Sports and Culture (currently the(October 17, 1951)
Ministry of Education, Culture, Sports, Science and Technology)- shares
July 1997
Professor of Institute of Space and Astronautical Science
Oct. 2003
Professor, Institute of Space and Astronautical Science, Japan
Aerospace Exploration Agency
Apr. 2015
Professor, Faculty of Engineering, Tokyo University of Science
June 2017
Audit & Supervisory Board Member of the Company
June 2023
Outside Director of the Company (current position)
Oct. 2023
Visiting Professor, Faculty of Engineering, Tokyo University of
Science (current position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
He has continued cutting-edge research at NASA and at JAXA, specializing in aerospace and mechanical numericalsimulations. He is currently involved in wide-ranging teaching and research activities in the computational science andinformation technology fields, including industrial applications, as a visiting professor at the Tokyo University of
Science. The Company has nominated him as an Outside Director in order to draw on his advice and opinions
concerning the Company’s management and business, based on this abundant experience and knowledge.
At the conclusion of this General Meeting of Shareholders, he will have served one year as an Outside Director of theCompany (he also served as the Outside Audit & Supervisory Board Member of the Company from June 2017 to June2023). Kozo Fuji has not previously been directly involved in the management of a company. However, the Company
judges he will appropriately fulfill his duties as an Outside Director based on the above reasons.
(About Kozo Fuji’s independence)(1) There is no plan for him to receive, nor has he received in recent years, a large sum of money or other property
from the Company or a specified associated company of the Company.
(2) He is not a spouse, a relative within the third degree of kinship, or any other person equivalent thereto of an
executive of the Company or a specified associated company of the Company.
(3) He has not served as an executive of a stock company from which the Company succeeded the rights andobligations through a merger, absorption-type company split, incorporation-type company split or acceptance oftransfer of business during the past two years immediately prior to such merger.
Yoshimaro Fujisawa concurrently serves as Representative Director of AIS Hokkaido Inc., ARGO BUSINESS SERVICES
Inc., HULINKS Inc., HPC Solutions Inc., CAD SOLUTIONS Inc., System Planet Co., Ltd., ADVANCEDTECHNOLOGIES CO., LTD., New System Service Co., Ltd., and New System Vietnam Co., Ltd. Muneshi Ozaki
concurrently serves as Representative Director of WIDE SOFT DESIGN Co., Ltd. Kiyoshi Ishikawa concurrently serves
as Representative Director of System Planet Co., Ltd. Takanori Nakai concurrently serves as Representative Director of
ADVANCED TECHNOLOGIES CO., LTD. These companies also conduct some sales belonging to the same category as
the Company. There is no special interest between any other candidates and the Company.
Candidate for Director Rieko Ido’s surname is Oshio through marriage, but she conducts business using her maiden nameIdo.
The responsibilities of the Directors currently in office at the Company are as stated in “2. Matters Regarding Corporate
Officers, (1) Names of Directors, etc.” in the Notice of Convocation of the 40th Annual General Meeting of Shareholders.
The Company has entered into a directors and officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act. A summary of the contents of the insurance policy is provided in“Matters Regarding Corporate Officers, (4) Summary of the Contents of the Directors and Officers Liability Insurance
Policy” in the Informational Materials for the 40th Annual General Meeting of Shareholders (Matters for Which Document
Provision is Omitted from the Matters Subject to Measures for Providing Information in Electronic Format) If this proposal
is approved as presented, and all candidates are elected and assume their positions as Directors, the Company plans to-8-

include them as insured under such insurance policy. In addition, when such insurance policy is renewed, the Company
plans to renew the policy with the same terms.
5. The Company states in its Articles of Incorporation that the Company may enter into an agreement with an Outside
Director to limit their liability for damages up to a certain degree in order to be able to attract capable persons as Outside
Directors. The Company has entered into such limited liability agreements with Tetsuya Fukunaga, Rieko Ido, Norikazu
Ito and Kozo Fujii, and plans to continue such agreements if they are reelected. The outline of the agreement is as follows.
・The maximum liability for damages of the Company arising from an Outside Director neglecting his/her duties shallbe either an amount specified in advance that is not less than 1 million yen, or an amount as prescribed by laws andregulations, whichever is higher.
6. The number of the Company’s shares owned does not include the number of shares in the Argo Graphics Executive
Stockholding Association.
7. The Company has submitted notification that Rieko Ido, Norikazu Ito, and Kozo Fuji have been appointed as independent
officers based on the provisions of the Tokyo Stock Exchange, and plans to continue to designate them as independent
officers if elected.

-9-[Reference] Skills matrix of Directors who are not Audit and Supervisory Committee Members
Subject to the approval of Proposal No. 2, the skills matrix of Directors who are not Audit and Supervisory Committee
Members shall be as follows.

Name

Yoshimaro Fujisawa
Muneshi Ozaki

Corporate
Management

Sales
Marketing

●

●

●

●

Technology

Finance &Accounting

Legal
Affairs
Risk
Management

●

●

●
●

Takeshi Fujimori
Tetsuya Fukunaga●

Rieko Ido●

Norikazu Ito
Kozo Fuji

●

●

●

●

●

●

Global

●
●

●

●

●

●

Takanori Nakai

ESG●

Kunio Hasebe
Kiyoshi Ishikawa

Human
Resources

●
●
●

●

●

●

●
●

●

●

●

Note: The above skills matrix does not represent all of the expertise possessed by each Director.

- 10 -