(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 theJapanese original, the original shall prevail(Stock Exchange Code 4350)
June 4, 2024
(Start date of measures for electronic provision: May 28, 2024)
To Our Shareholders
Inao Tajiri
President and Representative Director
Medical System Network Co., Ltd.
24-3 Kitajujo-Nishi, Chuo-ku, Sapporo

Notice of the 26th Ordinary General Meeting of Shareholders
We are pleased to announce that the 26th Ordinary General Meeting of Shareholders of Medical
System Network Co., Ltd. (the “Company”) will be held for the purposes as described below.
For the convocation of this General Meeting of Shareholders, the Company has adopted themeasures for electronic provision of materials, and the items that apply to the said measures areposted on the website shown below.
Company website

https://www.msnw.co.jp/ir/stock/general-meeting/In addition to the above website, such items are also posted on the following website.
Tokyo Stock Exchange website
https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the above website, enter the Company name or securities code, click “Search,”and select “Basic information,” then “Documents for public inspection/PR information” to view theitems.
In lieu of attending the meeting, you may exercise your voting rights either in writing or via theInternet. Please review the enclosed Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m. on Wednesday, June 19, 2024 (JST), in
accordance with the instructions on page 3.
1

1. Date and Time:
2. Place:

Thursday, June 21, 2024 at 9:30 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, Consolidated Financial Statements, and the
Audit Reports by the Accounting Auditor and the Audit &Supervisory Committee on the Consolidated Financial Statements
for the 26th Fiscal Year (April 1, 2023–March 31, 2024)
2. Non-consolidated Financial Statements for the Company’s 26th
Fiscal Year (April 1, 2023–March 31, 2024)
Proposals to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of Thirteen (13) Directors (excluding those who aremembers of the Audit & Supervisory Committee)

・No souvenirs will be provided to shareholders attending the General Meeting of Shareholders.
Due to the implementation of measures for electronic provision of materials for the General Meeting of
Shareholders following the revision of the Companies Act, the Company, since last year, has been sending asimplified “Convocation Notice” and “Reference Documents for the General Meeting of Shareholders” toshareholders who have not requested for the delivery of printed materials by the record date (March 31, 2024),
as stipulated by laws and regulations.
To view the Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements, andAudit Reports, please access the Company’s website.

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


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If you plan to attend the meeting in person, please submit the enclosed Voting Rights Exercise Form to thereceptionist upon arrival.
If you are attending the meeting in a wheelchair, etc. and require assistance with your wheelchair or guidance
to your seat or to the restroom, the venue staff will assist you.
If circumstances arise that require modifications to the items subject to measures for electronic provision of
information, etc., we will post the details of the modifications to each of the websites where the materials areposted.
For shareholders who have not requested for the delivery of printed materials, we have mailed the Reference
Documents for the General Meeting of Shareholders along with the convocation notice.
For shareholders who have requested for the delivery of printed materials, we have mailed documents2

including items subject to measures for electronic provision of information, etc. However, in accordance withthe provisions of laws and regulations and Article 13 of the Articles of Incorporation of the Company, we haveomitted the following items.
1) Notes to the Consolidated Financial Statements
2) Notes to the Non-consolidated Financial Statements
Accordingly, the documents delivered to shareholders who have requested for the delivery of printed
materials are parts of the documents that were audited by the Accounting Auditor and the Audit &Supervisory Committee when preparing their respective audit reports.
Management Policy Briefing

We will be holding a Management Policy Briefing after the conclusion of the General Meeting of
Shareholders at the same venue. We kindly ask that you attend this briefing as well (about 20 minuteslong).

Company website:

https://www.msnw.co.jp/ir/stock/general-meeting/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 ina manner commensurate with our business performance, while securing the internal reserves
necessary to strengthen our financial position, expand the scale of business, and develop
human resources.
In accordance with the above policy, the Company proposes to pay year-end dividends forthe fiscal year under review as follows.
Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property to shareholders and the total
amount thereof
Per share of ordinary shares of the Company: 6 yen
Total amount:
177,777,270 yen(2) Effective date of distribution of surplus: June 21, 2024
* As the Company has already paid an interim dividend of 6 yen per share, the annual
dividend for the fiscal year under review will be 12 yen per share.

4

Proposal 2: Election of Thirteen (13) Directors (excluding those who are members of the
Audit & Supervisory Committee)
The Company proposes the election of thirteen (13) Directors (excluding those who aremembers of the Audit & Supervisory Committee), as the terms of office of all thirteen (13)Directors (excluding those who are members of the Audit & Supervisory Committee) will expire
at the conclusion of the General Meeting of Shareholders.
The candidates for Director (excluding those who are members of the Audit & Supervisory
Committee) are as below.

5

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
March 1974

1

Number ofCompany
shares held

Joined Ichino Yamagata Pharmaceutical Co.,Ltd.
January 1981
Joined Medical Yamagata Pharmaceutical Co.,Ltd.
November 1989 Representative Director of Medical Yamagata
Pharmaceutical Co., Ltd.
June 1991
Director of Akiyama Aiseikan Co., Ltd. (currently
Suzuken Co., Ltd.)
September 1999 Established the Company and became
Representative Director and President (current
position)
April 2000
President of Social Welfare Corporation Nomad
Fukushikai (current position)
December 2004 Representative Director of Nihon Leben Co.,Ltd.
February 2005 Representative Director of MM Net Co., Ltd.
Inao Tajiri
783,100
April 2013
Representative Director and President of SMO(May 20, 1948)
MDS Co., Ltd.
July 2013
Executive Vice President and Representative
Director of H&M Co., Ltd.
June 2015
Representative Director and President of H&M
Co., Ltd.
January 2016
President of Social Welfare Corporation
Hokushikai
September 2016 Representative Director and President ofFeldsenf Pharma Co., Ltd.
October 2017
In charge of the SCM Division of the Company
In charge of the Development Division of theCompany
June 2019
In charge of the Leasing and Facility Related
Business of the Company (current position)
June 2020
Representative Director and Chairman ofFeldsenf Pharma Co., Ltd. (current position)
Reason for nomination as candidate for Director:
The candidate works to expand operations and enhance sustainable corporate value of the Company
and the Group as a whole through strong leadership, and based on abundant business experienceand broad insight concerning all aspects of business management. He also fulfills his role
appropriately in making decisions on important management matters and in supervising businessexecution. Therefore, we propose his continued appointment as Director.

6

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
March 1971

2

Number ofCompany
shares held

Joined Ichino Yamagata Pharmaceutical Co.,Ltd.
January 1983
Established Ichino Akino YK and became
Representative Director
September 1999 Established the Company and became
Representative Director and Senior Managing
Jiro Akino
Director
2,220,900(May 7, 1948)
September 2004 Representative Director of Pharma Holding Co.,Ltd.
June 2015
Representative Director and Executive Vice
President of the Company (current position)
October 2017
In charge of the Pharmacy Division of theCompany
Reason for nomination as candidate for Director:
The candidate works to expand operations and enhance sustainable corporate value of the Company
and the Group as a whole through strong leadership, and based on abundant business experience inall aspects of business management as well as broad insight into management of community
pharmacies. He also fulfills his role appropriately in making decisions on important management
matters and in supervising business execution. Therefore, we propose his continued appointment as
Director.

7

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
April 1992

3

Number ofCompany
shares held

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
June 2006
Joined the Company as General Manager ofCorporate Planning Department
December 2006 Director and General Manager of Corporate
Planning Department of the Company
December 2008 Managing Director and General Manager ofCorporate Planning Department of theCompany
Yoshihiro Tanaka October 2012Managing Director of the Company
74,600(December 4, 1969)
June 2015
Senior Managing Director of the Company
June 2017
Director and Senior Managing Executive Officerof the Company
October 2017
In charge of the Management Strategy Divisionof the Company (current position)
June 2019
In charge of the Community Pharmacy Network
Business of the Company (current position)
June 2021
Representative Director and Executive Vice
President of the Company (current position)
Reason for nomination as candidate for Director:
The candidate has abundant experience and broad insight concerning corporate planning and M&A.
As the one in charge of the community pharmacy network and management strategy domains, he also
fulfills his role appropriately in making decisions on important management matters and in supervisingbusiness execution. Therefore, we propose his continued appointment as Director.

8

No.

4

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)

Number ofCompany
shares held

May 2001
Joined Pharma Holding Co., Ltd.
December 2004 Director of the Company
June 2005
Representative Director of AKK Co., Ltd.
December 2005 Retired from the position of Director of theCompany
December 2007 Joined the Company and became General
Manager of General Affairs Department
December 2008 Director and General Manager of General
Affairs Department of the Company
Makoto Sakashita
14,100(May 23, 1957)
December 2010 Managing Director and General Manager ofGeneral Affairs Department of the Company
April 2012Managing Director of the Company
June 2015
Senior Managing Director of the Company
June 2017
Director and Senior Managing Executive Officerof the Company (current position)
October 2017
Head of Administrative Division and General
Head of Medical and Welfare Support Divisionof the Company (current position)
Reason for nomination as candidate for Director:
The candidate has abundant experience and broad insight in the HR, general affairs, and the medical
and welfare consulting domains, and fulfills his role appropriately in making decisions on importantmanagement matters and in supervising business execution. Therefore, we propose his continued
appointment as Director.

9

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
April 1986

5

Number ofCompany
shares held

Joined Yasuda Trust & Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)
September 2000 Director of the Company
April 2002
Managing Director of the Company
June 2005
Managing Director and General Manager ofProject Promotion Office of the Company
Kazuhiko Sumi June 2017
Director and Managing Executive Officer of the359,500(January 23, 1963)
Company (current position)
General Manager of Project Promotion Office of
the Company
October 2017
In charge of Risk Management Office of theCompany (current position)
May 2020
In charge of Project Promotion Office of theCompany (current position)
Reason for nomination as candidate for Director:
The candidate has abundant experience and insight in the development-based sales domain, andfulfills his role appropriately in making decisions on important management matters and in supervisingbusiness execution. Therefore, we propose his continued appointment as Director.

10

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
April 1980

6

Number ofCompany
shares held

Joined Suwa Seikosha Co., Ltd. (currently
Seiko Epson Corporation)
January 1992
Director of Epson Medical Co., Ltd. (currently
EM Systems Co., Ltd.)
October 1994
Managing Director of Epson Medical
June 2002
Representative Director and Senior Managing
Director of Epson Medical
November 2012 Director and Executive Vice President of Epson
MedicalAkira Aoyama
100,000(February 23, 1957)
June 2013
Managing Director of the Company
June 2017
Director and Managing Executive Officer of theCompany (current position)
October 2017
Head of Systems Division of the Company(current position)
April 2019
General Manager of Pharmacy Systems
Department of the Company
June 2020
General Manager of Field Service Departmentof the Company
Reason for nomination as candidate for Director:
The candidate has abundant experience and broad insight in the information systems domain, andfulfills his role appropriately in making decisions on important management matters and in supervisingbusiness execution. Therefore, we propose his continued appointment as Director.

11

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
April 1987

7

Number ofCompany
shares held

Joined Yasuda Trust & Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)
September 1999 Director of the Company
June 2001
Director and General Manager of Administrative
Department of the Company
December 2007 Director and General Manager of Finance
Eiji Hirashima
338,400
Department of the Company(December 2, 1961)
June 2017
Director, Executive Officer, and General
Manager of Finance Department of theCompany
June 2021
Director, Managing Executive Officer, and Headof Accounting and Finance Division of theCompany (current position)
Reason for nomination as candidate for Director:
The candidate has abundant experience and broad insight in the accounting and finance domain, andfulfills his role appropriately in making decisions on important management matters and in supervisingbusiness execution. Therefore, we propose his continued appointment as Director.

12

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
April 1997

8

Number ofCompany
shares held

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
April 2002
Joined Mizuho Securities Co., Ltd.
September 2015 Joined the Company
January 2016
General Manager of Corporate Planning
Department of the Company
June 2016
Director and General Manager of Corporate
Planning Department of the Company
June 2017
Executive Officer and General Manager of
Kentaro Tago
29,500
Corporate Planning Department of the(May 29, 1974)
Company
October 2017
Head of Management Strategy Division of theCompany (current position)
June 2019
Director and Executive Officer of the Company(current position)
In charge of Meal Catering Business of theCompany (current position)
October 2020
Representative Director and President ofPharmaShift Co., Ltd. (current position)
Reason for nomination as candidate for Director:
In addition to having abundant experience and broad insight in the management strategy domain, thecandidate drives the Digital Shift Business as Representative Director and President of PharmaShiftCo., Ltd., and also fulfills his role appropriately in making decisions on important management mattersand in supervising business execution. Therefore, we propose his continued appointment as Director.

13

No.

Past experience, positions in the Company(significant concurrent positions)

Name(Date of birth)
April 1984
April 2020

Kenji Shimizu(October 29, 1961)

9

December
2020
June 2023
September
2023
April 2024

Joined Sanseido Co., Ltd. (currently Mediceo
Corporation)
Joined the Company
General Manager of the SCM Division of theCompany
Executive Officer of the Company
Head of the SCM Division of the Company(current position)
Director and Executive Officer of the Company(current position)
General Manager of the Network Sales Divisionof the Company (current position)
General Manager of the Distribution Promotion
Division of the Company (current position)

Number ofCompany
shares held

500

Reason for nomination as candidate for Director:
We propose the reelection of Mr. Kenji Shimizu as Director of the Company. In addition to having
extensive experience in the pharmaceutical wholesale industry, Mr. Shimizu has built a track record in
the Pharmaceutical Network Business and has appropriately executed his role, including making
decisions on important management matters and supervising the execution of business operations.

14

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)
April 1973
August 2002

10

Number ofCompany
shares held

Joined Ministry of Health and Welfare
Director General of Health and Welfare Bureau
for the Elderly at the Ministry of Health, Labourand Welfare
August 2005
Director General of Social Welfare and War
Victims’ Relief Bureau
September 2008 Head of Health Insurance Claims Review &Reimbursement Services
October 2010
Head of team on social security reform
deliberations, Cabinet Secretariat of Japan
Shuichi Nakamura
0(August 22, 1948)
January 2012
President of general incorporated association,
Forum for Social Security Policies (current
position)
April 2012
Professor, Graduate School of the International
University of Health and Welfare (current
position)
June 2014
Outside Director (Audit & Supervisory
Committee Member) of France Bed Holdings
Co., Ltd. (current position)
June 2019
Director of the Company (current position)
Reason for nomination as candidate for Director:
The candidate has many years of government experience in health, labor, and welfare administration,
and we would like him to apply his abundant experience and broad insight in the fields of medicalcare, long-term care, and welfare to the management of the Company. Therefore, we propose his
continued appointment as Director.

15

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)

Number ofCompany
shares held

July 1969
April 1987

11

Joined Japanese National Railways
Joined Hokkaido Railway Company (HRC)
General Manager of Business Management
Office, General Planning Division
June 1994
Director and Deputy Head of General Planning
Division of HRC
June 2000
Representative Director, Senior Managing
Akio Koike
Director, and General Manager of Development
25,400(July 28, 1946)
Division of HRC
June 2003
Representative Director and President of HRC
June 2007
Representative Director and Chairman of HRC
November 2011 Representative Director and President of HRC
June 2013
Representative Director and Chairman of HRC
June 2015
Director of the Company (current position)
May 2024
Outside Director, Arcs Co., Ltd. (current position)
Reason for nomination as candidate for Outside Director:
We would like the candidate to apply his knowledge, abundant experience, and broad insight as a top
executive to the management of the Company. Therefore, we propose his continued appointment as
Director.
Summary of expected role to be fulfilled if elected Outside Director:
If elected an Outside Director, we expect Mr. Akio Koike to provide appropriate advice and supervision
regarding the Company’s business management, from a standpoint that is independent from those
Directors engaging in business execution.

16

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)

Number ofCompany
shares held

July 1969

12

Joined Development Bank of Japan (currently
Development Bank of Japan Inc.)
June 2001
Executive Director of Development Bank ofJapan Inc.
May 2005
Director and Chairman of Technology Alliance
Investment Ltd.
July 2007
Outside Director of Fukoku Mutual Life
Kozo Isshiki
0
Insurance Company(January 28, 1946)
June 2009
Full-time Audit & Supervisory Board Member ofIsuzu Motors Limited
July 2013
Senior Advisor to New Otani Co., Ltd.
June 2015
Director of the Company (current position)
March 2019
Outside Director of Showa Denko K.K.
(currently Resonac Holdings Corporation)(current position)
Reason for nomination as candidate for Outside Director:
We would like the candidate to apply to the management of the Company his extensive knowledge offinance, deep insight into corporate audit, and business experience in a wide range of fields.
Therefore, we propose his continued appointment as Director.
Summary of expected role to be fulfilled if elected Outside Director:
If elected an Outside Director, we expect Mr. Kozo Isshiki to provide appropriate advice andsupervision regarding the Company’s business management, from a standpoint that is independent
from those Directors engaging in business execution.

17

No.

Name
(Date of birth)

Past experience, positions in the Company(significant concurrent positions)

Number ofCompany
shares held

April 1969
April 1987

13

Joined St. Luke’s International Hospital
Lecturer, Japanese Red Cross College ofNursing
May 1993
Vice President of the Hospital and Chief
Nursing Officer, St. Luke’s International Hospital
April 2003
Professor, St. Luke’s College of Nursing(currently St. Luke’s International University)
April 2004
President, St. Luke’s College of Nursing
April 2012
Director of general incorporated association
Forum for Social Security Policies (current
position)
October 2014
Representative Director and President ofToshiko Ibe
0(January 3, 1947)
Japanese Nursing Association Publishing
Company (current position)
April 2016
Specially Appointed Professor, St. Luke’s
International University
April 2017
Professor Emeritus, St. Luke’s International
University (current position)
Representative Director of IBE Institute of
Nursing Administration (current position)
April 2019
Vice Chairperson and Dean of the Faculty of
Nursing, Nagano University of Health andMedicine
June 2019
Director of the Company (current position)
Reason for nomination as candidate for Outside Director:
The candidate has many years of experience in the work, management, and education of nurses, andwe would like her to apply her abundant experience and broad insight in the fields of medical care,long-term care, and welfare to the management of the Company. Therefore, we propose her
continued appointment as Outside Director.
Summary of expected role to be fulfilled if elected Outside Director:
If elected an Outside Director, we expect Ms. Toshiko Ibe to provide appropriate advice andsupervision regarding the Company’s business management, from a standpoint that is independent
from those Directors engaging in business execution.

18

(Notes) 1. Matters that require special mention regarding special interests between the Director candidates andthe company are as follows.
(1) Mr. Shuichi Nakamura and Ms. Toshiko Ibe concurrently serve as President and Director of thegeneral incorporated association Forum for Social Security Policy, respectively, and the Company
makes donations to the said entity. Ms. Toshiko Ibe serves the said entity on a part-time basis anddoes not receive and remuneration therefrom.
(2) There are no special interests between the other Director candidates and the Company.
2．Matters concerning the candidates for Outside Directors are as follows.
（1） Mr. Akio Koike, Mr. Kozo Isshiki, and Ms. Toshiko Ibe are candidates for Outside Directors.
（2） Mr. Akio Koike and Mr. Kozo Isshiki are currently Outside Directors of the Company, and they will
have served for nine (9) years in office as of the end of the General Meeting of Shareholders. Ms.
Toshiko Ibe is currently an Outside Director of the Company, and she will have held the position
for five (5) years as of the end of the General Meeting of Shareholders.
（3） The Company has notified the Tokyo Stock Exchange, Inc. of the positions of Mr. Akio Koike, Mr.
Kozo Isshiki, and Ms. Toshiko Ibe as Independent Officers stipulated in Article 436-2 of the
Securities Listing Regulations of the said Exchange. If elected, they will continue to be
Independent Officers.
3．Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Shuichi
Nakamura, Mr. Akio Koike, Mr. Kozo Isshiki, and Ms. Toshiko Ibe to limit their liability for damages set forth in Article 423,
Paragraph 1 of the said Act. If they are elected, the Company will continue the agreement with each candidate

4. The Company has entered into an indemnity agreement with each Director pursuant to Article 430-2,
Paragraph 1 of the Companies Act, whereby the Company will indemnify each Director for the expenses
set forth in Item 1 and losses set forth in Item 2 of the same Paragraph to the extent specified by laws
and regulations. The Company plans to continue the agreement with each Director if his/her reelection
is approved.
5. The Company has entered into a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers
damages that may arise from the insured being liable for the performance of his/her duty in the capacityof his/her office, or being subject to a claim for such liability. If reelected, the candidates for Directors
will remain the insured for the insurance contract. The Company plans to renew the insurance policy
with the same terms and conditions during the terms of office of the Directors.
6. The Audit & Supervisory Committee has deliberated on the election of the candidates for Directors(excluding those who are members of the Audit & Supervisory Committee). As a result of evaluating
the candidates on their qualifications as well as their business execution and performance during the
fiscal year under review, the Committee has determined that each candidate is qualified to serve as
Director of the Company.

19

(Reference) List of knowledge, experience, and abilities of each Director (skills matrix).
If Proposal 2 is approved as proposed, the skills matrix of Directors of the Company will be as follows.
Indep

Name

Position

enden

Corporatet

managemdirectent

Finance &accounting

HR labor &Business

Medicine,

compliance &HRdevelopment

welfare &risk management

development& M&A

healthcare

○

○

○

○

○

○

○

or

Inao
Tajiri

Healthcare

Legal,

system &pharmaceutic

System & DX

al distribution

Representative○

director○

President
Representative

Jiro
Akino

director○

Executive vice○president
Representative

Yoshihiro
Tanakadirector○

Executive vice○○president
Director

MakotoSakashita

Senior managing

Kazuhiko
Sumi

Managing

Akira
Aoyama
Eiji
Hirashima
KentaroTago
Kenji
Shimizu
ShuichiNakamura

○

○

○

○

executive officer
Director

○

○

○

○

executive officer
Director○

Managing○

executive officer
Director
Managing

○

○

○

○

executive officer
Director
Executive officer
Director○○

Executive officer○○

Director

Akio Koike

Outside director○○

Kozo Isshiki

Outside director○○

Toshiko Ibe

Outside director

○

○

○

○

○
○

○
○

○
○

○

Outside director

Mitsuharu
Watanabe(Audit &Supervisory

○

○

○

Committee
member)20○

Outside director

SatoshiSato(Audit &Supervisory

○

○

○

○

Committee
member)Outside director

Yoshifumi
Yoneya(Audit &Supervisory

○

○

○

○

○

○

Committee
member)Outside director

Yuji
Maeda

(Audit &Supervisory○○

Committee
member)21