Securities Code: 7618
June 3, 2022

To Our Shareholders
1-2-5 Takashima, Nishi-ku, Yokohama

PC DEPOT CORPORATION
Representative Director, President & CEO

Takahisa Nojima

Notice of Convocation of the 28th Ordinary General Shareholders' Meeting
We would like to express our heartfelt appreciation for your long-standing patronage of PC DEPOTCORPORATION.
We hereby notify you that the 28th Ordinary General Shareholders' Meeting of PC DEPOTCORPORATION will be held as stated below.
Shareholders are allowed to participate in the resolutions by exercising your voting rights beforehand inwriting or via the internet. The General Shareholders' Meeting will be broadcast live via the Internet on
the day of the meeting. Therefore, we ask that you carefully consider your attendance of the meetingfrom the standpoint of preventing infection of yourself and others, taking into consideration theprevalence of COVID-19 and the health of fellow shareholders as of the date of the meeting.
After the meeting is concluded, a report on the content of the meeting and a notice on resolutions will bemade available on the Company's official website.
Please exercise your voting rights no later than 5:30 p.m. on Friday, June 24, 2022, as you may do soafter reading the attached general shareholders' meeting reference documents by using one of two
methods: either indicating your voting instructions on the enclosed voting card and returning it by mail;or using a personal computer or smartphone to visit the voting website (https://evote.tr.mufg.jp/) on theinternet and entering your voting instructions.

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1.
2.

Date and time:
Place:

3.

AgendaMatters to be reported:

Matters to be resolved:
Proposal No. 1
Proposal No. 2

4.

Notice of Meeting
Saturday, June 25, 2022, 10:00 a.m. (Reception starts at 9:30 a.m.)
Yokohama Gate Tower, 18th Floor (Corporate Office Conference Room)
1-2-5 Takashima, Nishi-ku, Yokohama, Kanagawa(Due to the relocation of our corporate office, the venue for the meetinghas changed from the previous meeting. Please refer to "Directions to
the Ordinary General Shareholders' Meeting" at the end of thisdocument.)
1. Business report, consolidated financial statements, and other documents
for the 28th fiscal year (from April 1, 2021 to March 31, 2022)
2. Consolidated financial statement audit reports by the accounting
auditors and the Board of Corporate Auditors
Partial Amendment to the Articles of Incorporation
The Election of Five (5) Directors

Reference documents for the Shareholders' Meeting and the documents provided together
with the Notice of Convocation(1) In accordance with relevant laws and ordinances as well as the provisions of Article 15 of the
Articles of Incorporation, the Company posts on its website at(https://www.pcdepot.co.jp/co_ir/) those documents to be provided to its shareholders, which
are listed below. Therefore, these are not included in the documents provided together withthis Notice of Convocation of the forthcoming Meeting.
(i)
Main sales offices(ii) Status of employees(iii) Status of Principal lenders(iv) Measures to ensure appropriate business operations(v) Basic policy on payment of dividends, etc., from surplus and dividends for the current
and following fiscal year(vi) Notes to the consolidated financial statements(vii) Notes to the individual statement of accounts
Consolidated financial statements and individual statements of accounts audited by the Corporate
Auditors and the Accounting Auditors, respectively, in the preparation of the Corporate Auditors'- 2 -Report and the Accounting Auditors' Report include items that should be presented as "main sales
offices," "status of employees," "status of principal lenders," "measures to ensure appropriate
business operations," "basic policy on payment of dividends, etc., from surplus and dividends forthe current and following fiscal year," "notes to the consolidated financial statements," and "notes
to the individual statement of accounts."(2) If revisions are made to any of the reference documents for shareholders, business reports,
consolidated financial statements, and other accounts, said revisions will be the posted on the
Company's website.
(3) To provide information early, this Notice of Convocation was posted on our website prior tobeing sent out.

Information for shareholders who will be attending the Meeting in person
1.

2.
3.

4.
5.

At the venue of the Meeting, the Company will take measures to prevent infection, such as provision of alcohol
disinfectants, ensuring proper ventilation, and social distancing depending on the situation as of the date of themeeting.
If you attend the Meeting, you are kindly asked to submit the enclosed voting card to the venue reception desk. In
order to save natural resources, also please bring this Notice of Convocation with you.
If you are not able to attend the Meeting, you may designate as your representative another shareholder who
possesses voting rights at the Meeting. However, you must provide proof in writing that this individual is serving as
your proxy.
As part of a campaign to save energy and protect the environment, COOLBIZ, we will not be wearing any ties on
the day of the Meeting. You are also requested to attend the Meeting in business casual attire.
We will not be handing out souvenirs to the shareholders who attend the Meeting. We greatly appreciate yourunderstanding on this matter.

- 3 -Reference Documents for the General Shareholders’ Meeting
Proposal and Reference Information
Proposal No. 1: Partial Amendment to the Articles of Incorporation
1. Background of the Proposal(1) Addition to the Purpose Statement
Addition to the purpose statement in the current Articles of Incorporation is to be made from theperspective of expanding the Group’s scope of business.
(2) Compliance to Policy for Electronic Provision of Shareholder Meeting Materials
The Company proposes to amend its Articles of Incorporation as follows, as the revised provision
stipulated in the proviso of Article 1 of the Supplementary Provision of the “Act for Partial Revisionof the Companies Act” (Law No. 70 of 2019) will take effect on September 1, 2022, and the policy
on electronic provision of material for the General Shareholders’ Meeting will be implemented.
(i)

(ii)

(iii)

(iv)

Paragraph 1 of Article 15 (Electronic Provision of Information) of the Proposed Amendment
shall be newly introduced, as the Articles of Incorporation will be required to stipulate that theCompany shall take measures for electronic provision of information that comprise the content
of reference documents of the General Shareholders’ Meeting.
Paragraph 2 of Article 15 (Electronic Provision of Information) of the Proposed Amendment
shall be newly introduced to allow the Company to limit the scope of matters which are
information that comprise the content of reference documents of the General Shareholders’Meeting to be provided electronically that are to be included in document in writing to bedelivered to shareholders who have requested provision of materials in hard copy to the scope
specified by the applicable Ordinance of the Ministry of Justice.
The Company proposes to delete Article 15 (Internet Disclosure and Deemed Provision ofReference Documents of the General Shareholders’ Meeting) of the current Articles ofIncorporation as it will become obsolete once the policy for Electronic Provision of Materials
for the General Shareholders’ Meeting is implemented.
Supplementary provisions regarding the effect of the provisions to be newly introduced anddeleted above are hereby established. These Supplementary Provisions shall be deleted after
the expiration of the effective date.

(3) Other correction of typographical errors and changes to the numbering of articles in the current
Articles of Incorporation in accordance with the introduction and deletion of provisions.
(4) The amendments to the Articles of Incorporation in this proposal, except for (2) above, shall takeeffect at the conclusion of this General Shareholders’ Meeting.

-1-2. Details of Proposed Amendments
Details of the proposed amendments are as follows.
(Underlined sections indicate changes.)
Current Articles of Incorporation

Proposed Amendments(Purpose)
Article 2 The purpose of the Company shall be to engage in thefollowing businesses.
1. (Text omitted)(Purpose)
Article 2 The purpose of the Company shall be to engage in thefollowing businesses.
1. (As per current text)(New introduction)

2. Management, planning, contracting, and representation ofmember businesses

2. Research on behalf on trends in the computer industry andconsulting work

3. Research on social trends and consulting work

3. to 22. (Text omitted)

4. to 23. (As per current text)

23. Agency services related to subscription procedures fortelecommunications and broadcasting services

24. Agency services related to operation and subscription
procedures for telecommunications and broadcasting services

24. to 37. (Text omitted)
III General Shareholders’ Meeting

25. to 38. (As per current text)
III General Shareholders’ Meeting(Internet Disclosure and Deemed Provision of Reference
Documents for the General Shareholders’ Meeting)
Article 15 The Company may, upon convening a General
Shareholders’ Meeting, be deemed to have provided
information pertaining to matters to be stated orindicated in the reference documents for the General
Shareholders’ Meeting, business report, financial
statements, and consolidated financial statements tothe shareholders by disclosing such information via
the Internet in accordance with the applicable
Ordinance of the Ministry of Justice.
(Newly introduced)(Deleted)(Electronic Provision of Information)
Article 15 The Company shall take measures, when convening a
General Shareholders’ Meeting, to provide
information pertaining to matters to be stated orindicated in the reference documents for the General
Shareholders’ Meeting, electronically.
2. The Company shall not be required to include all orpart of the matters for which electronic provision
measures are taken that are stipulated in the applicable
Ordinance of the Ministry of Justice in the document
to be delivered to shareholders who have made arequest for delivery of documents by the Record Date
for Voting Rights.

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Current Articles of Incorporation(Substitute Statutory Auditor)
Article 40 (Text omitted)

Proposed Amendments(Substitute Statutory Auditor)
Article 40 (As per current text)

2. The provisions of Article 32 shall apply mutatis mutandis tothe quorum for the resolution for the election of a SubstituteStatutory Auditor.

2. The provisions of Article 33, Paragraph 2 shall apply mutatis
mutandis to the quorum for the resolution for the election ofa Substitute Statutory Auditor.

(Newly introduced)(Supplementary provisions)(Transitional Measures Concerning Electronic Provision ofMaterials for General Shareholders’ Meeting)
Article 1 The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Shareholders’ Meeting) and the introductionof Article 15 (Electronic Provision of Information) of
the Articles of Incorporation shall take effect as of
September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for General Shareholders’Meeting) shall remain in force with respect to general
meetings of shareholders whose date is within six (6)months from September 1, 2022.
3. The provisions of this Article shall be deleted after the
expiration of six (6) months from September 1, 2022,or three (3) months from the date of the General
Shareholders’ Meeting set forth in the preceding
paragraph, whichever is later.

(Newly introduced)-3-

Proposal No. 2: The Election of Five (5) Directors
The term of office of all eight (8) Directors will expire at the conclusion of the forthcoming Meeting.
Therefore, the Company proposes to reduce the number of Directors by three (3) so that the Board of
Directors can make decisions flexibly by reforming the organizational structure and proposes the electionof five (5) Directors.
This proposal was approved by the Board of Directors upon obtaining an opinion in favor from theNomination and Remuneration Committee, a discretionary advisory body to the Board of Directors
chaired by an independent Outside Director.
The candidates for election as Director as listed below.
Attendance atBoard ofDirectors
Meetings

Candidate
No.

Name

1

Takahisa Nojima

Reappointment

Representative Director, President &CEO, Member of Nomination andRemuneration Committee

93% Attended
13 out of 14
meetings

2

Yasuyo Kaneko

New

Vice President and Executive Officer—%— out of —meetings

3

Hideki Saitoh

Reappointment

Director & Senior Executive Officer andGeneral Manager of Operations andManufacturing Headquarters

100% Attended
14 out of 14
meetings

4

Yumiko Masuda

Reappointment

OutsideIndependent

Outside Director, Member ofNomination and Remuneration
Committee

100% Attended
14 out of 14
meetings

5

Emiko Magoshi

New

OutsideIndependent——%— out of —meetings

New

New Candidate

Post and Responsibilities at the Company

Reappointment

Reappointment
CandidateOutside-4-

Outside Director
Candidate

Independent

Independent Officer
CandidateCandidate No.

1
Reappointment

Takahisa Nojima

Years in Office(Born on August 20, 1959)

27 years and
10 months

Number of Shares of
the Company Held:

18,159,160 shares

Career history, posts, and responsibilities at the Company (and other important posts concurrently held by
the candidate)August 1994
July 2009
June 2012
June 2014
February 2019
June 2020
October 2020
October 2020

President and Chief Executive Officer of PC DEPOT Corp.
Representative Director and President of PC DEPOT KYUSHU Co., Ltd. (currently PC
DEPOT STORES Co., Ltd.)
Director of ejworks Corporation
Chairman of the Board of Directors of the ejworks Corporation
Member of the Nomination and Remuneration Committee (current)
Representative Director, President & CEO of PC DEPOT Corp. (current)
Representative Director of FUTURE DESIGN INVESTMENT Corp. (current)
Director of EW Design Co., Ltd. (current)(Reason for choosing this candidate to be elected as a Director)
He is the founder of the Company and has been directing the Group’s corporate management over the past 27 years as a
Representative Director, and established subscription-based Premium Membership, an innovative and unrivaled businessmodel. The Company has chosen him as a candidate for election to continue as Director as he is demonstrating strong
leadership toward further development and reform of the entire Group without being confined to preconceived notions.

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Candidate No.

Years in Office

Number of Shares of
the Company Held:2

Yasuyo Kaneko

New

Career history, posts, and responsibilities at the Company (and other important posts concurrently held by
the candidate)
March 1984
June 2000
June 2002
September 2004
December 2005
October 2021

(Born on July 17, 1959)—

25,000 shares

Joined C’BON Cosmetics General Store (Current C’BON Cosmetics Co., Ltd.)
Director and General Manager of the Administration Division of C’BON Cosmetics
Co., Ltd.
Senior Managing Director and Head of Sales at C’BON Cosmetics Co., Ltd.
Executive Vice President, General Manager of Sales and Administration at C’BON
Cosmetics Co., Ltd.
President and Representative Director
Joined and took on the position of Vice President and Executive Officer of PC DEPOT
Corp. (current)(Reason for choosing this candidate to be elected as a Director)
The Company has chosen her as a candidate for election as Director because she is deemed capable of expanding theGroup’s scope of business and strengthening governance of the Company, as well as restructuring the Corporate
Division, based on her extensive background and high-level insight as a manager of a business company.

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Candidate No.

3
Reappointment

Hideki Saitoh

Years in Office(Born on April 12, 1973)

10 years and0 months

Number of shares of
the Company held:

124,940 shares

Career history, posts, and responsibilities at the Company (and other important posts concurrently held by
the candidate)
March 1999
April 2008
June 2010
May 2011
June 2012
June 2012
August 2013
June 2014
June 2016
June 2016
March 2018
June 2020
June 2020

Joined PC DEPOT Corp.
Executive Director of the Company
Director of KITAMURA PC DEPOT CO., LTD.
Senior Executive Director of the Company
Director of the Company
Director of PC DEPOT STORES Co., Ltd.
Director, General Manager of the Sales Management Headquarters, and General
Manager of the MD Headquarters of the Company
Managing Director, General Manager of the Sales Management Headquarters, andGeneral Manager of the MD Headquarters of the Company
Senior Managing Director, General Manager of the Sales Management Headquarters, andGeneral Manager of the MD Headquarters of the Company
President and Chief Executive Officer of PC DEPOT STORES Co., Ltd
Senior Managing Director and General Manager of Operations and Manufacturing
Headquarters of PC DEPOT STORES Co., Ltd
Director & Senior Executive Officer and General Manager of Operations andManufacturing Headquarters of PC DEPOT STORES Co., Ltd (current)
Representative Director, President & CEO of PC DEPOT STORES Co., Ltd (current)(Reason for choosing this candidate to be elected as a Director)
He has a broad knowledge of merchandising, and the Company can expect him to maximize the value of subscriptionbased Premium Membership and to develop human resources as a person in charge of store operation and marketing.
The Company has chosen him as a candidate for election to continue as Director because we judged that he would be a
key person to realize customer success through these activities.

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Candidate No.

4
Reappointment

OutsideIndependent

Yumiko Masuda

Years in Office(Born on October 20, 1955)

4 years and0 months

Number of shares of
the Company held:— shares

Career history, posts, and responsibilities at the Company (and other important posts concurrently held by
the candidate)
May 1992
September 1996
July 2006
June 2009
June 2018
February 2019

Joined BELLSYSTEM24, Inc.
Joined IBM Japan, Ltd.
Joined SAP Japan Co., Ltd.
Representative Director of Consumer Voice Research Institute, Ltd. (current)
Outside Director of PC DEPOT Corp. (current)
Member of the Nomination and Remuneration Committee of PC DEPOT Corp.
(current)(Reason for choosing this candidate to be elected as an Outside Director and outline of expected roles)
The Company has chosen her as a candidate for election to continue as Outside Director because, as she is qualified as aconsumer lifestyle advisor on the basis of her extensive customer service, she is an expert in consumer- and customerfirst management and customer interfaces and is expected to provide more appropriate governance to the Company. She
may also increase management transparency in order for the Company to propose a future digital life plan for thecustomer. Although she had been an executive at a firm with which the Company had dealings from September 2016 to
fiscal 2017, those dealings have been terminated, and she satisfies the Company’s criteria for determining theindependence of independent outside directors. Subject to the approval of her appointment, she is scheduled to continue
to serve as a member of the Nomination and Remuneration Committee.

-8-Candidate No.

Years in Office

Number of shares of theCompany held:

5

Emiko Magoshi

New

Career history, posts, and responsibilities at the Company (and other important posts concurrently held by
the candidate)OutsideIndependent(Born on April 16, 1952)—— sharesDecember 1989 Representative Director of Interlink Co., Ltd.
April 2002
Professor of International Business at J. F. Oberlin University (current)
March 2003
Chairman of Transcultural Management Society (current)
April 2008
Dean of Department of Aviation Management at J. F. Oberlin University
June 2014
Director of Hitachi Transport System, Ltd.
March 2016
Director of AXA Life Insurance Co., Ltd.
April 2019
Director and Member of the Auditors Committee at AXA Holdings Japan Co., Ltd.
(current)
April 2019
Vice President of J. F. Oberlin University
June 2021
Director of DAIHEN Corporation (current)(Reason for choosing this candidate to be elected as an Outside Director and outline of expected roles)
She is nominated as a candidate for Outside Director based on our expectation on her to strengthen the supervisory anddecision-making function of the Company’s Board of Directors by providing supervision and advice from an
independent standpoint based on her extensive knowledge and experience in advancing the Company’s purpose
management. The Company made a donation in 2020 to J. F. Oberlin University, from which Ms. Emiko Magoshi retired
as Vice President in March 2021. The amount of the donation, 20 million yen, is minimal in relation to the school’s total
revenue and meets the Company’s criteria for determining the independence of an independent Outside Director.

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(Notes) 1. No special interests exist between the above candidates and the Company.
2. The Company established the Nomination and Remuneration Committee, a discretionary advisory body to theBoard of Directors that is chaired by an independent Outside Director. The committee secures the objectivity,
fairness, and transparency of the procedures for nomination of candidates for election as Directors andDirectors’ remuneration, the nomination of candidates for Corporate Auditors, and the decision on succession
plans etc., and aims to strengthen the corporate governance system.
3. The number of shares of the Company held by Mr. Takahisa Nojima, as shown herein, includes the number of
those held by TN Holdings Co., Ltd., an asset management company of his.
4. Ms. Yumiko Masuda and Ms. Emiko Magoshi are candidates for election as Outside Directors. In addition,
the Company has appointed Ms. Yumiko Masuda and Ms. Emiko Magoshi as an Independent Director as
stipulated in the regulations of the Tokyo Stock Exchange and notified their designation to the TSE.
5. Ms. Emiko Masuda is currently the Company’s Outside Director and will have served as such for four years
when the forthcoming General Shareholders’ Meeting is concluded.
6. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with
Ms. Yumiko Masuda to limit her liability for damages under Article 423, Paragraph 1 of the said Act. The
maximum amount of liability for damages under the said agreement is 1,000,000 yen or the amount stipulated
by law, whichever is higher, and if the reappointment of Ms. Yumiko Masuda is approved, the Company plans
to extend the said agreement. In addition, the Company plans to enter into a similar liability limitationagreement with Ms. Mieko Magoshi if her appointment is approved.
7. The Company plans to enter into a directors and officers liability insurance (D&O insurance) policy with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, which will insure
directors. The purpose of the D&O insurance policy is to cover damages incurred by the insured directors in
the event that they are held liable for the performance of their duties or are subject to claims related to the
pursuit of such liability. The Company will pay all premiums for the D&O insurance. If and when each of thenominated candidate is elected and assume office, each Director will be insured through a D&O insurance
policy. The term of the D&O insurance policy is one (1) year and will be renewed upon resolution of theBoard of Directors prior to the expiration of the said term.
8. Positions and responsibilities are as of the date of dispatch of the notice of convocation. For the positions andresponsibilities of the candidates scheduled after the close of this General Shareholders’ Meeting, please referto “(Reference) Structure of the Board of Directors for FY2022” on page 17.

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(Reference) Structure of the Board of Directors for FY2022 (In case Proposal No. 2 is approved and passed)
Management & Responsibility
TakahisaNojimaPeopleManagement
Development

Representative• Chief Executive Officer
Director, President• Overseeing Sustainable Design
& CEO

○

○

○

YasuyoKanekoDirector,
Vice Executive
President• General Manager, Corporate
Division• Overseeing Restructure of Store
Headquarters○

Hideki
Saitoh• General Manager, Store Division
Director,
Senior Managing • Overseeing Restructure of Store
Executive Officer
Structure○

YumikoMasudaIndependent
Outside Director

—

○

○

Emiko
Magoshi

Independent
Outside Director

—

○

○

Takashi
AsayamaFull-time
Corporate Auditor—

Masaki
Nishimura

Independent
Outside Auditor—

Yoshinari
Noguchi

Independent
Outside Auditor—

Satoshi
Tamai

Independent
Outside Auditor—

Sales &
Marketing

IT
DX

○

○

Financial
Accounting Legal Affairs
Internal
GovernanceControls

○

○

○

○

○

○

○

○
○
○

○
○

* Expertise and experience of Directors and Auditors (skill matrix)- 11 -○

(Reference) Policy and procedures for designation of Director candidates
Our policy is to appoint personnel who are able to respond to managerial consignment from shareholders as
Directors, in order to offer enriched managerial experience and profound insights, and to fulfill the duties andresponsibilities of Directors. Under this policy, the Board of Directors determined candidates for Director after
obtaining an opinion in favor from the Nomination and Remuneration Committee.
(Reference) The Company’s “Criteria for Determining the Independence of Independent Outside Directors andIndependent Outside Auditors”
Based on the Corporate Governance Code (Principle 4-9) stipulated by the Financial Instruments and Exchange
and the Independence Standards, the Company has established the following “Criteria for Determining theIndependence of Independent Outside Directors and Independent Outside Auditors” to ensure the independence ofIndependent Outside Directors and Independent Outside Auditors, and all candidates nominated for Outside
Directors satisfy the criteria.
(1) The individual must not currently or in the past three (3) years fall under any of the following descriptions.
a. Persons related to the Company. Persons who meet the descriptions specified below shall be considered as
persons related to the Company.
• Executives of companies in which the Company’s executive officers (Note 1) serve as directors.
• Major shareholders of the Company (those who directly or indirectly hold 10% or more of the voting
rights) or an executive officer thereof• Partners of the Company’s Accounting Auditor or employees engaged in the audit of the Company
b. Business executors of the Company’s principal lender (Note 2)c. Business executors (including partners, etc.) of the Company’s major business partners (Note 3)d. Those who receive remuneration in excess of 10 million yen per annum from the Company, separate from
remuneration for Directors and Corporate Auditorse. An individual who executes the business of an organization that receives donations (Note 4) from theCompany exceeding a certain amount(2) The individual’s spouse, relative within second degree of kinship, or person or persons living with theindividual does not currently correspond to any of the descriptions listed below (excluding non-material
persons).
a. The Company’s business executorb. Those listed in (1)a. to e. above.
(3) Even if an individual falls under one or more of the above descriptions, if the Company considers that theindividual is suitable as an Outside Director and/or Auditor with independence in light of the individual’scharacter, insight, etc., the Company may appoint the individual as an Outside Director and/or Auditor withindependence on condition that the Company is able to explain externally why it considers the individual issuitable for the position.
Note 1: Business executors shall refer to executive directors, executive officers, and important employees, suchas executive officers.
Note 2: Major lender shall refer to those with amounts equivalent to 2% or more of total consolidated assets.
Note 3: Major business partner shall refer to those whose transactions with the Company exceed 2% of theannual consolidated net sales of that business partner in the last fiscal year of that business partner’sbusiness.
Note 4: Donations in excess of a certain amount refers to donations to an organization in excess of 10 million
yen per year or 2% of the total income of the organization, whichever is greater.

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