(English Translation)
This English translation is an abridged version of the original document in Japanese.
In the event of any discrepancy, the Japanese version prevails.

Securities code: 6947
June 9, 2022
To Our Shareholders
Jinya Katsube, President and Representative
Director
ZUKEN Inc.
2-25-1, Edahigashi Tsuzuki-ku, Yokohama
NOTICE OF CONVOCATION OF
THE 46TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you that the 46th Ordinary General Meeting of Shareholders of Zuken Inc. (“Zuken” or the“Company”) to be held as follows.
If you are unable to attend the meeting, you may exercise your voting rights via the internet or in writing by 5:45
p.m. on Tuesday, June 28, 2022. Please read the Reference Documents for the General Meeting of Shareholders
blow before exercising your voting rights.
Exercise of voting rights via the internet
Please refer to the Guide to the Exercise of Voting Rights and enter your approval or disapproval for each agenda
item by the above deadline.
Exercise of voting rights in writing
Please indicate your approval or disapproval for each agenda item on the enclosed voting rights exercise form andreturn the form to us by the above deadline.
1. Time and Date:
2. Place:

10 a.m., Wednesday, June 29, 2022
Zuken Hall, 1F, Head Office/Central Research Facility
2-25-1, Edahigashi Tsuzuki-ku, Yokohama

3. Objectives of the Meeting:
Reports:
1. Reports on the Business Report and the Consolidated Financial Statements, andthe Results of the Audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Board for the 46th Fiscal Year
(April 1, 2021 to March 31, 2022)
2. Report on the Non-consolidated Financial Statements for the 46th Fiscal Year(April 1, 2021 to March 31, 2022)
Agenda:Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Five (5) Directors
Proposal No. 4:
Election of One (1) Audit & Supervisory Board Member

For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk.
If any amendment is made to the Reference Documents for the General Meeting of Shareholders, the Business
Report, or the Consolidated and/or Non-consolidated Financial Statements, the amended information will be
disclosed on Zuken’s website (https://www.zuken.co.jp).
1Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
Distributing profits to shareholders is one of the highest management priorities of Zuken, and paying a stabledividend in light of factors including our business performance and operating conditions is the fundamental policy.
Regarding the business performance for the fiscal year ended March 31, 2022, the Zuken Group achieved significant
increase in sales and earnings. Sales, operating profit and ordinary profit reached record highs and extraordinary
income from gains on sales of strategic shareholdings was recorded. Upon having considered the above businessresults, we propose the year-end dividend and the appropriation of retained earnings for the 46th fiscal year as
follows:
Regarding the year-end dividend, we plan to increase an ordinary dividend by 1 yen to 16 yen per share, and pay a
special dividend of 5 yen per share, resulting in a total dividend of 21 yen per share.
1. Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Matters concerning allotment of dividend property and total amount to be distributed
A dividend of 21 yen per share of the Zuken common shares(includes ordinary dividend of 16 yen and special dividend of 5 yen)
Total dividends:
488,222,658 yen
With the interim dividend of 16 yen per share, this will result in a dividend of 37 yen per share for the fiscal
year ended March 31, 2022.
(3) Effective date of the distribution of retained earnings
June 30, 2022
2. Matters concerning the appropriation of retained earnings(1) Item and amount of decrease in surplus
Retained earnings brought forward:

1,300,000,000 yen(2) Item and amount of increase in surplus
General reserve:

1,300,000,000 yen2

Proposal No. 2: Partial Amendments to the Articles of Incorporation
The details of the proposed amendments to a part of the current Articles of Incorporation are as follows.
1. Reason for Amendments
The amended provisions stipulated in the proviso of Article 1 in the supplementary provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, theCompany proposes to make the following amendments to the current Articles of Incorporation in order to prepare
for the introduction of a system of electronic provision of materials for the General Meeting of Shareholders.
1) Article 15, Paragraph 1 of the proposed amendments stipulates that the Company takes the electronic provision
measure for information included in the Reference Documents for General Meeting of Shareholders, etc.
2) Article 15, Paragraph 2 of the proposed amendments provides for limiting the scope of matters to be included inthe paper copy to be sent to shareholders who have requested it.
3) The provision for the Internet Disclosure and Deemed Provision of Reference Documents for the General
Meeting of Shareholders, etc. (Article 15 of the current Articles of Incorporation) is deleted as it is no longernecessary.
4) Supplementary provisions are established on the effective date, etc. in accordance with these changes.
2. Details of Amendments
The details of amendments are as follows.
(The underlined parts indicate the proposed amendments.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,Etc.)
Article 15 The Company may, when convening aShareholders Meeting, regard that theinformation concerning the matters to bestated or indicated in the Reference
Documents for the General Meeting ofShareholders, business reports, nonconsolidated financial statements andconsolidated financial statements has been
submitted to the shareholders, if theinformation is disclosed through internet inaccordance with the provisions in theordinance of Ministry of Justice.
(Newly established)(Deleted)(Electronic Provision Measure, Etc.)
Article 15 The Company shall, when convening a
Shareholders Meeting, take the electronic
provision measure for information includedin the Reference Documents for General
Meeting of Shareholders, etc.
2. Among the matters subject to the electronic
provision measure, the Company may
choose not to include all or part of thematters stipulated in the ordinance ofMinistry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.

3Current Articles of Incorporation

Proposed Amendments(Newly established)(Supplementary Provisions)
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for theGeneral Meeting of Shareholders) of the current
Articles of Incorporation and the establishment of theproposed Article 15 (Electronic Provision Measure,Etc.) shall come into effect on September 1, 2022, thedate of enforcement of the amended provisions
stipulated in the proviso of Article 1 in thesupplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as “the Date ofEnforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect to aShareholders Meeting to be held on a date within six(6) months from the Date of Enforcement.
3. These supplementary provisions shall be deleted on
the later of either the day on which six (6) months
elapse from the Date of Enforcement or the day on
which three (3) months elapse from the day of theShareholders Meeting set forth in the preceding
paragraph.

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Proposal No. 3: Election of Five (5) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this General Meeting of Shareholders.
Following the introduction of the Executive Officer System, the Company proposes to reduce the number ofDirectors. Accordingly, election of five (5) Directors (including two (2) Outside Directors) is proposed.
The candidates for Directors are as follows.
No.

123Name(Date of birth)

Past experience, positions and responsibilities(Significant concurrent positions)
Dec. 1976
Established Zukei Shori Gijutsu Kenkyusho Inc.
(Currently Zuken Inc.)
Makoto Kaneko
President and Representative Director(Mar. 15, 1945)
Apr. 2020
Chairman and CEO (Current)

Jinya Katsube(Oct. 13, 1942)

Jan. 1982

Joined the Company as General Manager of Sales
Department

Jan. 1984

Director and General Manager of Sales DivisionJun. 1995

Senior Managing Director and General Manager ofBusiness Administration Division, Overseas Business
Division and Technology Division

Apr. 1999

Senior Managing Director

Jun. 2004

COO and Representative Director

Apr. 2020

President and COO (Current)

Mar. 1991

Joined the Company

Apr. 2001

General Manager of General Affairs Department

Jan. 2004

General Manager of General Affairs and Human
Resources Department

Apr. 2005

General Manager of Finance and Administration
Division

Yoshikazu Soma
(Jan. 15, 1960) Jun. 2005

Director and General Manager of Finance andAdministration DivisionJun. 2016

Managing Director and General Manager of Financeand Administration Division

Apr. 2020

Executive Vice President and Director and General
Manager of Finance and Administration Division(Current)

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Number of theCompany’s shares held
3,321,531

64,10015,000No.

Name(Date of birth)

4

Takashi Sano(Apr. 3, 1948)

Past experience, positions and responsibilities
Number of the(Significant concurrent positions)Company’s shares held
Oct. 1973
Joined Arthur Andersen (Currently KPMG AZSA LLC)
Feb. 1979
Joined NEMIC-LAMBDA K.K.
Mar. 1979
Registered as a CPA
Jun. 1986
President of NEMIC-LAMBDA Singapore PTE. LTD.
Dec. 1992
Joined Inoue Saito Eiwa Audit Corporation (Currently
KPMG AZSA LLC)
Aug. 1997
Representative Partner of Asahi Audit Corporation(Currently KPMG AZSA LLC)
Dec. 2007
Established Sano CPA Office as President (Current)(Concurrent)
Jun. 2011
Audit & Supervisory Board Member of the Company
Jun. 2014
Director of the Company (Current)(Significant concurrent positions)
President of Sano CPA Office
Apr. 1971

5Yoichi Arai
(Apr. 25, 1944)

Registered as an attorney at law (Admitted to Tokyo
Bar Association)
Apr. 1977
Head of Yoichi Arai Law Office (Currently Arai Sogo
Law Offices) (Current) (Concurrent)
Jan. 1990
Audit & Supervisory Board Member of the Company
Jun. 2016
Director of the Company (Current)(Significant concurrent positions)
Head of Arai Sogo Law Offices

10,395

Notes: 1. No material conflict of interest exists between the Company and any of the above candidates.
2. The number of the Company’s shares held by each candidate is as of March 31, 2022.
3. From the perspectives on the right person in the right place, the Company appoints as Directors a wellbalanced group of individuals with deep knowledge, abundant experience, and high skills in each of the fieldsof sales, technology, business administration, and overseas operations, as well as outstanding personalqualities and insights. Each candidate has knowledge, experience, ability and other skills in the above fields
necessary in light of the Company’s management strategy.
4. Mr. Takashi Sano and Mr. Yoichi Arai are candidates for Outside Directors.
5. Reasons for nominating Mr. Takashi Sano and Mr. Yoichi Arai as candidates for Outside Directors andsummary of expected roles
1) Mr. Takashi Sano has a wealth of experience as a top corporate management as well as professional
knowledge and experience cultivated for many years as a certified public accountant. The Company
proposes the election of Mr. Sano as an Outside Director to leverage his knowledge and experience in itsmanagement. If he is elected, the Company expects him to provide advice for the selection of candidates for
Directors and the determination of Directors’ remuneration, etc. in an independent position as a member of
the Nomination and Remuneration Committee.
2) Mr. Yoichi Arai has not directly been involved in company management in the past, but has a wealth ofprofessional knowledge and experience cultivated for many years as a lawyer. The Company proposes theelection of Mr. Arai as an Outside Director to leverage his knowledge and experience in its management. If
he is elected, the Company expects him to provide advice for the selection of candidates for Directors andthe determination of Directors’ remuneration, etc. in an independent position as a member of theNomination and Remuneration Committee.
6. The term of office of Mr. Takashi Sano as an Outside Director of the Company will be about eight years. TheCompany has registered Mr. Sano as an Independent Director as provided for the rules of the Tokyo Stock
Exchange.
7. The term of office of Mr. Yoichi Arai as an Outside Director of the Company will be about six years. TheCompany has registered Mr. Arai as an Independent Director as provided for the rules of the Tokyo StockExchange.
8. If this proposal is approved as proposed, there will be two Independent Outside Directors out of five
Directors, which is more than one-third of the total number of Directors.
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Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
The term of office of an Audit & Supervisory Board Member Mr. Takashi Handa will expire at the conclusion ofthis General Meeting of Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board Member isproposed. This proposal has received the consent of the Audit & Supervisory Board.
The candidate for an Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Past experience and positions(Significant concurrent positions)Oct. 1990

Joined Arthur Andersen (Currently KPMG
AZSA LLC)

May 1996

Registered as a CPA

Aug. 1998

Manager of Arthur Andersen Barcelona OfficeFeb. 2002

Senior Manager of Arthur Andersen London
OfficeMay 2005

Vice President of Morgan Stanley Capital K.K.

May 2011

Established White Bear International Audit &Co. (Currently Mazars WB Audit Corporation)
and appointed as Representative

Takashi Handa(Feb. 9, 1967)
Jun. 2014

Audit & Supervisory Board Member of theCompany (Current)

Dec. 2017

Representative Director of Mazars FAS
Corporation

Apr. 2021

Established Tokyo Prime Accounting Office,
G.K. and appointed as Representative Partner(Current) (Concurrent)

Number of theCompany’s shares held-(Significant concurrent positions)Representative Partner of Tokyo Prime Accounting Office, LLC
Notes: 1. No material conflict of interest exists between the Company and the above candidate for Audit & Supervisory
Board Member.
2. The number of the Company’s shares held by the candidate is as of March 31, 2022.
3. Mr. Takashi Handa is a candidate for Outside Audit & Supervisory Board Member.
4. Reasons for nominating Mr. Takashi Handa as a candidate for an Outside Audit & Supervisory BoardMember
Mr. Takashi Handa is highly conversant with corporate accounting and has a wealth of professional
knowledge and experience cultivated for many years as a certified public accountant. The Company proposes
the election of Mr. Handa as an Outside Audit & Supervisory Board Member to leverage his knowledge andexperience in its audit operations.
5. The term of office of Mr. Takashi Handa as an Audit & Supervisory Board Member of the Company will be
about eight years. The Company has registered Mr. Handa as an Independent Audit & Supervisory Board
Member as provided for the rules of the Tokyo Stock Exchange.

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