This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. TheCompany assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 3937
June 8, 2022
To Shareholders with Voting Rights:
Masayuki Aoki
CEOUbicom Holdings, Inc.
2-23-11 Koishikawa, Bunkyo-ku,Tokyo, JapanNOTICE OF
THE 17TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 17th Annual General Meeting of Shareholders of Ubicom Holdings,Inc. (the “Company”) will be held as described below.
You can exercise your voting rights in writing or via the internet, etc. instead of attending the meetingin person. Please review the Reference Documents for the General Meeting of Shareholders contained
herein, express your approval or disapproval on the enclosed voting form, and return it to arrive no later
than 5:30 p.m. on Wednesday, June 22, 2022, Japan time.
1. Date and Time:
2. Place:

Thursday, June 23, 2022 at 10:00 a.m. Japan time
(Reception desk opens at 9:00 a.m.)Hall 3A, TKP Ichigaya Conference Center, TKP Ichigaya Building, 8Ichigaya-Hachimancho, Shinjuku-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 17th Fiscal Year
(April 1, 2021 - March 31, 2022)
2. Results of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial StatementsProposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Five (5) Directors
Proposal 2:◎ Please submit the enclosed voting form at the reception desk when attending the meeting. Please bringthis notice with you as well to save resources.
◎ The Company has posted the following documents (1) to (14) on its website (https://www.ubicomhd.com/). These documents are not included in this notice or its attachments as stipulated in laws andregulations as well as Article 15 of the Articles of Incorporation of the Company.
(1) Business Report “Changes in the Status of Assets and Income”(2) Business Report “Principal Business”(3) Business Report “Major Offices and Plants”(4) Business Report “Status of Employees”(5) Business Report “Status of Principal Lenders”(6) Business Report “Matters Regarding the Company’s Share Acquisition Rights”(7) Business Report “Status of Accounting Auditors”-1-(8) Business Report “System to Ensure the Appropriateness of Business Activities and Its OperatingStatus”(9) Business Report “Basic Policy Regarding Control of the Company”(10) Business Report “Policy on Determination of Dividends of Surplus, Etc.”(11) Consolidated Financial Statements “Consolidated Statements of Changes in Net Assets”(12) Consolidated Financial Statements “Notes to Consolidated Financial Statements”(13) Non-consolidated Financial Statements “Non-consolidated Statements of Changes in Net Assets”(14) Non-consolidated Financial Statements “Notes to Non-consolidated Financial Statements”
Therefore, the attachments to this notice constitute a part of the Business Report audited by the Audit& Supervisory Board Members and of the Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor
for the preparation of their respective audit reports.
◎ Any updates to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements will be
posted on the Company’s website (https://www.ubicom-hd.com/).
◎ Due to concerns over the spread of COVID-19, the Company recommends shareholders to exercise
their voting rights by mail or via the internet, etc. to the extent possible. Attending shareholders arerequested to be aware of their health condition until the day of the meeting and cooperate to prevent
infection, such as by bringing and wearing masks.
◎ The meeting will be broadcast live on the internet.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Company proposes amendment of its Articles ofIncorporation as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.

-3-

2. Details of the amendments
The details of the amendments are as follows.

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 15 The Company may, whenconvening a general meeting ofshareholders, deem that it has
provided information toshareholders pertaining to mattersto be described or indicated in thereference documents for thegeneral meeting of shareholders,business report, non-consolidated
financial statements, andconsolidated financial statements,
by disclosing such information
through the internet in accordancewith the provisions provided in the
Ordinance of the Ministry ofJustice.

<Newly established>(Amended parts are underlined.)
Proposed amendment<Deleted>(Measures for Electronic Provision, Etc. ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 15 The Company shall, whenconvening a general meeting ofshareholders, provide information
contained in the reference
documents for the general meetingof shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part ofthe matters stipulated in theOrdinance of the Ministry ofJustice in the paper copy to be sent
to shareholders who haverequested it by the record date forvoting rights.

-4-Proposed amendment
Supplementary Provisions
Article 1
The deletion of the provisions ofArticle 15 (Internet Disclosure andDeemed Provision of ReferenceDocuments for the General
Meeting of Shareholders, Etc.) of
the current Articles ofIncorporation and theestablishment of the provisions of
the amended Article 15 (Measuresfor Electronic Provision, Etc. ofReference Documents for theGeneral Meeting of Shareholders,Etc.) shall come into effect on
September 1, 2022, which is thedate of enforcement of theamended provisions stipulated in
the proviso of Article 1 of the
supplementary provisions of theAct Partially Amending theCompanies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of
the preceding paragraph, Article
15 (Internet Disclosure andDeemed Provision of Reference
Documents for the General
Meeting of Shareholders, Etc.) ofthe current Articles ofIncorporation shall remain in force
with respect to a general meetingof shareholders to be held on adate within six months from theEffective Date.
3. These supplementary provisions
shall be deleted after the lapse ofsix months from the Effective
Date or the lapse of three months
from the date of the general
meeting of shareholders set forthin the preceding paragraph,
whichever is later.

Current Articles of Incorporation<Newly established>-5-Proposal 2:

Election of Five (5) Directors

The terms of office of all of the five (5) Directors will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the Company proposes the election of five (5) Directors.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
November 1985
May 1990
July 1995
May 1998

Masayuki Aoki
(July 29, 1958)
1

March 2005
December 2005
March 2008
April 2010
August 2012
June 2013
June 2013
June 2015
April 2017
June 2019Joined Le Monde Des Gourmet Inc. (Subsidiary ofWorld Co., Ltd.)
Director, Le Monde Des Gourmet Inc.
Transferred to World Co., Ltd.
Transferred to World Creative Lab. (subsidiary ofWorld Co., Ltd.)
President and Representative Director, WCL, Ltd.
Chairman of the Board, the Company
Director, Advanced World Solutions, Ltd.
President and Representative Director, First
Stemcell Japan Inc.
Director, AWS (Beijing), Ltd. (to present)
Representative Director, Aoki International Co.,
Ltd.
Chief Executive Officer (CEO), the Company (topresent)
Director, AIS Co., Ltd.
Director and Chairman of the Board, AIS Co., Ltd.
Chairman of the Board, AIS Co., Ltd. (to present)

Number ofshares of theCompany held

4,599,680[Reason for nomination as candidate for Director]
Mr. Masayuki Aoki has established and grown the Group into what it is today as CEO, and continues to oversee
the management of the Group under his strong leadership. His proven track record and extensive experience andknowledge in corporate management and business as well as his enthusiasm for the sustainable enhancement ofcorporate value will be necessary for the further growth of the Group in the future and the enhancement of its
corporate value over the medium to long term. Therefore, the Company proposes that he be reelected as Director.

-6-No.

Name(Date of birth)

Career summary, positions, responsibilities,and significant concurrent positions
April 1971

2

Number ofshares of theCompany held

Joined Sankyo Seiki Mfg. Co., Ltd. (currentlyNidec Sankyo Corporation)
September 1974 Joined IBM Japan, Ltd.
June 1993
Executive Vice President, APTi-Philippines, Inc.
(currently Advanced World Systems, Inc.)
June 1994
Seconded to APTi Corporation (currently JB
Advanced Technology Corporation); Director andGeneral Manager, Development Division
June 1997
CEO and President, APTi-Philippines, Inc.
January 2000
President, Alsons/APTi Information Systems, Inc.
(currently Alsons/AWS Information Systems, Inc.)(to present)
February 2002
CEO and President, ADTEX PHILIPPINES, INC.
March 2002
Director, ADTEX Inc.
Akira Konishi
567,500(November 15, 1947) March 2002
Chairman and CEO, ADTX SYSTEMS, INC.
(currently Advanced World Systems, Inc.)
July 2002
CEO and President, ADTX SYSTEMS, INC.
(currently Advanced World Systems, Inc.)
March 2005
Senior Managing Director, ADTEX Inc.
December 2005 CEO, the Company
June 2006
Chairman, CEO and President, Advanced World
Systems, Inc. (to present)
August 2006
Chairman, CEO and President, Advanced World
Solutions, Inc. (to present)
June 2007
President and Director, the Company
March 2008
Director, Advanced World Solutions, Ltd.
June 2013
Vice President, Director and Chief Operating
Officer (COO), the Company (to present)[Reason for nomination as candidate for Director]
Mr. Akira Konishi has established and grown the Philippine subsidiary, an important base for the Company’s
global business, as CEO of the subsidiary. He also continues to oversee the management of the Group as Vice
President, Director and COO, together with Mr. Masayuki Aoki, CEO of the Company. Mr. Konishi’s proventrack record and extensive experience and knowledge in the management of overseas offices and in overseas
business will be necessary for the further growth of the Group in the future and the enhancement of its corporate
value over the medium to long term. Therefore, the Company proposes that he be reelected as Director.

-7-No.

Name(Date of birth)

Career summary, positions, responsibilities,and significant concurrent positions
April 1984
January 2001

3

Number ofshares of theCompany held

Joined IBM Japan, Ltd.
General Manager, GBS Financial Services andDelivery Department, IBM Japan, Ltd.
July 2018Joined the Company as Executive Officer, attached
to Enterprise Solutions Business Division
August 2018
Director, Advanced World Systems, Inc. (toYasuhiro Ishiharapresent)(September 12, 1961)
August 2018
Director, Advanced World Solutions, Inc. (topresent)
June 2019
Director, General Manager, Enterprise Solutions
Business Division, the Company (to present)
July 2020
Director, Alsons/AWS Information Systems, Inc.
(to present)[Reason for nomination as candidate for Director]
After having worked for a global IT company, Mr. Yasuhiro Ishihara currently serves as Director of the Companyand concurrently as General Manager of the Enterprise Solutions Business Division to oversee its operations. His
proven track record in said field with a focus on finance, and broad experience and knowledge that cover areas
ranging from marketing to technology, will be necessary for the further growth of the Group in the future and theenhancement of its corporate value over the medium to long term. Therefore, in order to accelerate the drive ofexpanding said business, the Company proposes that he be reelected as Director.

-8-No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 19824

Number ofshares of theCompany held

Joined Sony Corporation (currently Sony GroupCorporation)
May 1994
Representative Director & President, SonyFinancial Services Europe Inc.
March 1998
Representative Director & President, Sony Europe
Finance PLC
July 2000
Head of CEO Strategy Office, Sony Corporation
April 2003
Head of Brand Strategy Office
July 2007
General Manager, General Affairs CenterFebruary 2009
President, Representative Director and ExecutiveOfficer, Sony Facility Management Co., Ltd.
September 2009 Vice President in charge of General Affairs andSecretarial Departments, Sony Corporation
April 2010
Trustee, Sony Institute of Higher Education (topresent)
Yoshinori Hashitani
1,000January 2011
Vice President in charge of IR and Secretarial(January 27, 1959)
Departments, Sony Corporation
April 2014
Vice President in charge of Secretarial Department
and General Manager of General Affairs Center,Sony Corporation
April 2014
Representative Director, Executive Officer &President, Sony Corporate Services (Japan)
Corporation
September 2015 Vice President of Corporate Communications
Department and Senior General Manager of CSR
Department, Sony Corporation
June 2017
Chairman, Representative Director and Executive
Officer, Frontage Inc.
June 2019
Outside Director, the Company (to present)
April 2020
Executive Officer, Vice Chairman and Co-CEO,
Quantum Leaps Corporation (to present)[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Yoshinori Hashitani has a wealth of experience and insight as the head of operations at one of Japan’s leading
global companies. In order to incorporate them, in particular his experience in general affairs, IR, corporate
communications strategies, etc. under a global setting, into the enhancement of the Company’s management
structure, the Company proposes that he be reelected as Outside Director.

-9-No.

Name(Date of birth)

Career summary, positions, responsibilities,and significant concurrent positions
April 1981
August 1997
May 1999August 2002
September 2003

Toshiyuki Ito(March 11, 1958)

March 2006
March 2009
July 2010

5December 2011
August 2013
August 2014
February 2016
June 2019

Joined Maritime Self-Defense Force, Ministry ofDefense
Commanding Officer, JS Hayashio (Commander)
Defense Attaché, Embassy of Japan in the UnitedStates of America (seconded to the Ministry ofForeign Affairs)
Commanding Officer, Submarine Division 2,Maritime Self-Defense Force (Captain)
Director, Public Relations Office, Maritime Staff
Office (Captain)
Director, Intelligence Division (Captain)
Intelligence General, Intelligence Division (RearAdmiral)
Director General, C4I Department, Maritime StaffOffice (Rear Admiral)
Superintendent, MSDF Second Service School(Rear Admiral)
Commandant, Joint Staff College (Vice Admiral)
Commandant, Kure District, Maritime SelfDefense Force (Vice Admiral)
Professor, Graduate School of Innovation
Management, Toranomon Campus, Kanazawa
Institute of Technology (to present)
Outside Director, the Company (to present)

Number ofshares of theCompany held

1,000

[Reason for nomination as candidate for Outside Director and outline of expected roles]
Although Mr. Toshiyuki Ito has not been directly involved in corporate management, he is currently a graduate
school professor who teaches organization theory and risk management, based on his wealth of experience andinsight he acquired as the head of various organizations in the Maritime Self-Defense Force and as a SelfDefense Force official with various duties, including overseas assignments. He has been contributing to theenhancement of the Company’s management structure and is expected to further promote the Group’sorganizational innovation. Therefore, the Company proposes that he be reelected as Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito are candidates for Outside Directors.
3. Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito are currently Outside Directors of the Company,and their terms of office as Outside Directors will have been three years at the conclusion ofthis General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with each of Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito to limit
their liability for damages set forth in Article 423, Paragraph 1 of said Act. The maximum
amount of liability for damages based on said agreement shall be the minimum amountstipulated by laws and regulations. The Company will continue the above-mentioned
agreement with each of them if their reelection as Outside Director is approved.
5. Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito satisfy the requirements for Independent
Officers as provided for by the Tokyo Stock Exchange, and if their election is approved, theCompany will designate them as Independent Officers and submit a notification of thedesignation to said Exchange.
6. The Company has entered into a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under- 10 -said insurance agreement, damages that may arise as a result of the insured directors andofficers assuming responsibilities regarding the execution of their duties or receiving claims
pertaining to the pursuit of such responsibilities shall be covered. Each candidate will beincluded as the insured under said insurance agreement, and the Company plans to renew said
insurance agreement during their terms of office.

- 11 -■ Expected knowledge and experience in particular

○

Akira
Konishi

Director○○

Yasuhiro
Ishihara

Director○○

Yoshinori
Hashitani

Director○○○

Toshiyuki
ItoDirector○○○

Audit &Kazuki Supervisory
Matsumoto
Board
MemberAudit &Yasutaka Supervisory
OshitaBoard
MemberAudit &Shimon Supervisory
Morishita
Board
Member

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- 12 -

Legal &Compliance○

Financial
Affairs &Finance○

SDGs &Sustainability

Sales &Marketing

DirectorHRdevelopment &Organizational
operationInternational
experience

Masayuki
Aoki

Technology& R&D

Position

Corporatemanagement& Businessstrategy(Independent/Outside)

Name

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