(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.

Stock code: 4845
September 2, 2022
To Our Shareholders:
Norikatsu Nagino,
Director, Representative Executive
Officer & President
Scala, Inc.
2-21-1, Shibuya, Shibuya-ku, Tokyo

Notice of Convocation of the 36th Ordinary General Meeting of Shareholders
I would like to take this opportunity to thank you for your support of Scala, Inc. (“Scala” or the “Company”). We willhold the 36th Ordinary General Meeting of Shareholders as described below.
Date and timePlace

Meeting agenda
Matters to be reported:

Proposals to be resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:
Disclosure via the Internet

Monday, September 26, 2022 at 10 a.m. (JST)B2F Ballroom, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo
 For safety during the COVID-19 pandemic, the number of seats will be muchsmaller than usual because of extra space between seats. Therefore, someshareholders who come to attend the meeting may not be allowed to enter the
meeting room.
 All Scala personnel at the shareholders meeting will wear masks and we will
check the temperature of everyone who attends the meeting and ask for theuse of hand sanitizer dispensers placed near the reception desk.
Individuals who have an elevated temperature, are not feeling well will not
be allowed to enter the meeting room.
 Shareholders are asked to bring a mask and wear the mask while at thelocation of the meeting.
1. The Business Report, Consolidated Financial Statements and the results of audits
conducted by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements for the Company’s 36th Fiscal Year (July 1, 2021 June 30, 2022)
2. Non-consolidated Financial Statements for the Company’s 36th Fiscal Year (July 1,
2021 - June 30, 2022)
Dividends from Surplus
Decreases in Legal Capital Surplus and Legal Retained Earnings
Partial Amendments to the Articles of Incorporation
Election of Ten Directors
Among the documents to be provided at the time of giving this notice, those concerning
Notes to the Consolidated Financial Statements and Notes to the Non-Consolidated
Financial Statements are not included in this notice. This information is instead postedon the Scala website in compliance with the laws and ordinances as well as Article 14 of
the Scala Articles of Incorporation. Therefore, the documents in this notice are part of
the Consolidated Financial Statements and Non-Consolidated Financial Statements thatwere audited by the accounting auditor and Audit & Supervisory Board members to
prepare their Audit Reports.
If any amendment is made to the Reference Documents for the General Meeting of
Shareholders, the Business Report and the Consolidated and/or the Non-Consolidated
Financial Statements, the amended information will be disclosed on the Scala website.
- Scala’s website: https://scalagrp.jp/ir/convocation/- 1 -Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Dividends from Surplus
The distribution of earnings to shareholders is one of the highest priorities of Scala. The basic policy is to pay a stabledividend while retaining earnings as needed to increase financial soundness and fund upcoming activities for thegrowth of business operations. In accordance with this policy, we are asking shareholders to approve the following
fiscal year-end dividend, which includes return of investment profits in the fiscal year ended June 30, 2021 toshareholders.
1. Type of dividend:

Cash

2. Dividend payment and total amount:

18 yen per share of common stock of the Company
Total amount of dividends: 314,453,718 yen

3. Effective date of distribution of retained earnings:

September 27, 2022

Proposal No. 2: Decreases in Legal Capital Surplus and Legal Retained Earnings
To increase the amount available for distribution to shareholders and take actions involving equity with speed andagility, we are asking shareholders to approve the reversal of the legal capital surplus and legal retained earnings inaccordance with Paragraph 1, Article 448 of the Companies Act. The entire amount of the reduction of these two items
is to be transferred to other capital surplus and retained earnings brought forward.
1. Reductions:

Legal capital surplus
28,691,236 yen of 28,691,236 yen (entire amount)
Legal retained earnings
63,489,782 yen of 63,489,782 yen (entire amount)

2. Date of effectiveness of reductions:

October 28, 2022

- 2 -

Proposal No. 3: Partial Amendments to the Articles of Incorporation
Scala proposes to make the following amendments to the Articles of Incorporation.

1. Reason for Amendments(1) Additions to and changes in business purposes
In line with the business of newly established and acquired subsidiaries, and the business expansion of the
Scala Group, Scala plans to add and change business purposes of Article 2 (Purpose) of the current Articles ofIncorporation.
(2) Introduction of the electronic provision system for reference documents for the Shareholders Meeting
The amending provisions in the proviso of Article 1 of the Supplementary Provisions of the Act for Partially
Amending the Companies Act (Act No. 70 of 2019) became effective on September 1, 2022. In accordancewith it, Scala plans to amend Article 14 of the current Articles of Incorporation to introduce the system forproviding reference documents for the General Meeting of Shareholders in an electronic format.
2. Proposed Amendments
The proposed amendments are as follows.
(The underlined parts indicate the proposed amendments.)
Current Articles of Incorporation

Proposed Amendments(Purpose)
Article 2.

(Purpose)
Article 2.

1.

1.

5.
6.
7.
8.

The purpose of the Company is to performbusinesses described in the following items:
Production, manufacturing and processing of crops
and livestock
Manufacture of machinery, equipment andelectronic devices for business use
Manufacture of biofuels
Generation and supply of electricity using naturalenergy sources
Telecommunications businessInformation services
Wholesale and retail of food and beverages
Purchase, sale and repair of used items

9.
10.
11.
12.
13.
14.

Catalog and e-commerce sales business
Foreign exchange, loans and loan guarantees
Consumer credit business
Financial products
Investments
Operation and management of investment funds

9.
10.
11.
12.
13.
14.

15. Loans, debt guarantees and other credit services
16. Agent and sales activities for life, non-life andcooperative insurance

15.
16.

17. Real estate leasing and management
18. Rental of a variety of products and equipment
19. Management services for companies andorganizations that have received management rights
20. Corporate management consulting

17.
18.
19.

2.
3.
4.

2.
3.
4.
5.
6.
7.
8.

20.

- 3 -

The purpose of the Company is to performbusinesses described in the following items:
Production, manufacturing and processing of crops
and livestock
Manufacture of machinery, equipment andelectronic devices for business use
Manufacture of biofuels
Generation and supply of electricity using naturalenergy sources
Telecommunications businessInformation services
Wholesale and retail of food and beverages
Purchase, sale and repair of used items and retailsales of sporting goods and other merchandise
Catalog and e-commerce sales business
Foreign exchange, loans and loan guarantees
Consumer credit business
Financial products
Investments
Investment advisory and agency services, operationand management of investment funds
Loans, debt guarantees and other credit services
Agent and sales activities for life, non-life andcooperative insurance and small-amount, shortterm insurance business
Real estate leasing and management
Rental of a variety of products and equipment
Management services for companies andorganizations that have received management rights
Corporate management consultingCurrent Articles of Incorporation

Proposed Amendments

21. M&A brokerage, intermediary and advisory
services
22. Support for new business development andconsulting for sales and other activities for new
businesses
23. Management of medical facilities, hotels,
restaurants and sports facilities(Newly established)(Newly established)

24. Management of schools and other education
institutions and education consulting
25. Social welfare, healthy living and senior careservices
26. Temporary staffing and worker placement business
27. General and special worker temporary staffing
business
28. Call center business
29. Planning and operation of events(Newly established)(Newly established)

30. Business processes, consulting, direct and agent
sales, import/export, marketing, brokerage andintermediary services, surveys, document
preparation, content preparation, informationcollection, planning, operations, management andall other activities associated with all of thepreceding items

21. M&A brokerage, intermediary and advisory
services
22. Support for new business development andconsulting for sales and other activities for new
businesses
23. Management of medical facilities, hotels,
restaurants and sports facilities
24. In accordance with the Travel Agency Law, a travelbusiness, travel agent business and travel services
business as well as surveys, planning andoperations involving travel and sightseeing
25. Management of competitive organizations andsports teams and planning and consulting
concerning sports
26. Management of schools and other education
institutions and education consulting
27. Social welfare, healthy living and senior careservices and consulting for health care and welfare
services
28. Temporary staffing and worker placement business
29. General and special worker temporary staffing
business
30. Call center business
31. Planning and operation of events
32. Collaboration and co-creation activities withcompanies, the public sector and education
institutions
33. Planning, development and sales activities forpromotional characters and management ofintellectual assets for character merchandise
34. Business processes, consulting, direct and agent
sales, import/export, marketing, brokerage andintermediary services, surveys, research anddevelopment, document preparation, content
preparation, information collection, planning,
operations, management and all other activities
associated with the preceding items- 4 -Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of Reference
Documents for the Shareholders Meeting)
Article 14. In connection with the calling of the
Shareholders Meetings, the Company may
regard that the information concerning thematters to be stated or indicated in thereference documents for General Meeting of
Shareholders, 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.

(Electronic Provision Measure for Reference Documents
for the Shareholders Meeting)
Article 14. 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.

Supplementary Provisions
Article 1. – Article 2 (Omitted)(Newly established)

Supplementary Provisions
Article 1. – Article 2 (Remain unchanged)
Article 3.
Article 14 of the current Articles ofIncorporation shall remain in force withrespect to a Shareholders Meeting to be held
on a date within six months from September
1, 2022, the date of implementation of theamended provisions stipulated in the proviso
of Article 1 of the Supplementary Provisionsof the Act Partially Amending theCompanies Act (Act No. 70 of 2019). These
supplementary provisions shall be deleted on
the later of either the day on which six
months elapse from the date of
implementation or the day on which threemonths elapse from the day of the
Shareholders Meeting set forth above.

- 5 -Proposal No. 4: Election of Ten Directors
The terms of office of all ten directors will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, Scala proposes the election of ten directors based on the decision of the Nominations Committee.
The company’s basic policy is that at least one-third of its directors are independent outside directors. If this proposal
is approved, the ratio of independent outside directors to the number of directors will remain one-third as before.
The candidates for directors are as follows.
Candidate
No.

Name

Current Positions at the Company

1

Re-elected

Norikatsu Nagino

Director, Representative Executive Officer &President, Chairperson of Nominations
Committee and Renumeration Committee

2

Re-elected

Seiichi Kiyomi

Director, Executive Officer

3

Re-elected

Hideaki Nitta

Director, Executive Officer

4Re-elected

Takeo Aida

Director, Chairperson of Audit Committee

5

Re-elected

Shoichi Watanabe

6Re-elected

Masatoshi Kushizaki

7

Re-elected

Satoshi Ugajin

8

Re-elected

Akihiro Yuki

9

Re-elected

Takuto Kawanishi

OutsideIndependent

10

Re-elected

Sakka Kobayashi

OutsideOutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent- 6 -Outside Director, Member of Nominations
Committee and Renumeration Committee
Outside Director
Outside Director, Member of Audit Committee
Outside Director, Member of Audit Committee
Outside Director, Member of Nominations
Committee, Audit Committee and Renumeration
Committee
Outside Director

Candidate No.

1

Number of shares of
the Company held:

336,400 shares

Norikatsu Nagino

Re-elected(Date of birth: January 6, 1975)
Past experience, positions, responsibilities and significant concurrent positions
January 2000
Director of Dbecs Co., Ltd.
Completed the doctoral course in Computational Intelligence andMarch 2004
Systems Science at Interdisciplinary Graduate School of Science andEngineering, Tokyo Institute of Technology (Doctor of Engineering)
January 2005
Representative Director & President of Dbecs Co., Ltd.
Director of Digi-Ana Communications Inc. (currently Scala
June 2006
Communication, Inc.)
September 2009 Director of the Company
December 2010 Representative Director & President of NewsWatch, Inc.
Representative Director of Digi-Ana Communications Inc.
April 2012
(currently Scala Communications, Inc.)
August 2013
Representative Director & President of the Company
September 2019 Representative Director & President and Executive Officer of theCompany
June 2021
Director of Scala Communications, Inc. (current)
September 2021 Director of the Company (current)
September 2021 Representative Executive Officer & President of the Company(current)

Reason for the nomination
Mr. Nagino became the representative director and president of a subsidiary of Scala in 2005 and subsequently
served as the representative director and in other executive roles at Scala and subsidiaries where he has contributed
to the growth of corporate value. Currently, he serves as the representative executive officer and president of theCompany. As the chief executive officer, he has extensive knowledge and experience concerning corporate
management. Shareholders are asked to reelect Mr. Nagino to enable him to continue to contribute to the sustained
growth of the Company.

- 7 -Candidate No.

2

Seiichi Kiyomi

Re-elected(Date of birth: March 31, 1970)

Past experience, positions, responsibilities and significant concurrent positions
June 1990
Joined SYSTEM’S Co., Ltd.
October 1994
Joined Database Communications, Inc.
Joined Digi-Ana Communications Inc. (currently Scala
April 2004
Communications, Inc.)
Director of Digi-Ana Communications Inc. (currently Scala
July 2009
Communications, Inc.)
Director & Vice President of Digi-Ana Communications Inc. (currently
July 2011
Scala Communications, Inc.)
Number of shares ofDecember 2011 Director & President of Digi-Ana Communications Inc. (currently Scala
the Company held:
Communications, Inc.)
September
2013
Director of the Company
153,100 shares
September 2019 Senior Executive Officer of the Company
March 2020
Representative Director of LEOCONNECT Inc. (current)
June 2020
Representative Director of Connect Agency Inc. (current)
September 2021 Director of the Company (current)
September 2021 Executive Officer of the Company (current)
September 2021 Representative Director of Scala Service, Inc. (current)
Reason for the nomination
As the president and in other executive roles at Scala subsidiaries, Mr. Kiyomi has contributed to the growth ofcorporate value. He has considerable knowledge and experience concerning the core IT/AI/IoT/DX business andassociated businesses. Shareholders are asked to elect Mr. Kiyomi as a director to enable him to continue tocontribute to the sustained growth of the Company.

- 8 -Candidate No.

3

Hideaki Nitta

Re-elected(Date of birth: April 15, 1975)

Past experience, positions, responsibilities and significant concurrent positions
June 1998
Joined Zapic Co., Ltd.
Joined Digi-Ana Communications Inc. (currently Scala
October 2007
Communication, Inc.)
December 2010 General Manager of Sales Department of Digi-Ana Communications
Inc. (currently Scala Communications, Inc.)
December 2011 Director of Digi-Ana Communications Inc. (currently Scala
Communications, Inc.)
September 2015 Director of the Company
Number of shares of
September 2019 Senior Executive Officer of the Company
the Company held:
June 2021
Representative Director of Scala Communications, Inc. (current)
99,400 shares June 2021
President & CEO of Scala Next, Inc. (current)
September 2021 Director of the Company (current)
September 2021 Executive Officer of the Company (current)
February 2022 Representative Director of EGG CO., LTD. (current)
Reason for the nomination
As a director of Scala subsidiaries and in other executive roles, Mr. Nitta has contributed to the growth of corporate
value. Mr. Nitta has considerable knowledge and experience concerning the core IT/AI/IoT/DX business and has
expertise concerning the use of co-creation for developing new businesses. Shareholders are asked to elect Mr. Nitta
as a director to enable him to continue to contribute to the sustained growth of the Company.
Candidate No.

4

Number of shares of
the Company held:

Takeo Aida

Re-elected(Date of birth: February 7, 1955)
Past experience, positions, responsibilities and significant concurrent positions
April 1977
Joined Okasan Securities Co., Ltd.
February 2001
General Manager of Administrative Department of the Company
September 2007 Audit & Supervisory Board member of the Company
September 2011 Retired from Audit & Supervisory Board member of the Company
Director & Vice President of Database Communications, Inc.
July 2012(currently Scala Service, Inc.)
September 2013 Full-time Audit & Supervisory Board member of the Company
September 2021 Director of the Company (current)

47,300 shares
Reason for the nomination
As the general manager of the Administration Department of Scala and the vice president of a Scala subsidiary, as
well as in other roles, Mr. Aida has extensive experience and knowledge concerning corporate management. He also
has many years of experience as a member of Audit & Supervisory Board and Audit Committee. Shareholders are
asked to elect Mr. Aida as a director to enable him to use this experience and knowledge to perform audits using
professional skills and diverse perspectives.

- 9 -Candidate No.

5

Number of shares of
the Company held:

Shoichi Watanabe

Re-elected
OutsideIndependent(Date of birth: May 23, 1962)
Past experience, positions, responsibilities and significant concurrent positions
April 1989
Joined Sumitomo Electric Industries, Ltd.
Registered as an attorney at law, joined Miyoshi & Associates Law
April 1993
Firm
Opened Takaku and Watanabe Law Office (currently The Rights Law
April 2003
and Patent Offices) (current)
September 2007 Outside Audit & Supervisory Board member of the Company
September 2013 Outside Director of the Company (current)
Outside Audit & Supervisory Board member of Matsumotokiyoshi
June 2020
Holdings Co., Ltd. (currently MatsukiyoCocokara & Co.) (current)

36,900 shares
Reason for the nomination and summary of expected roles
Mr. Watanabe has experience as an outside director and, as an attorney at law, has extensive knowledge andexperience concerning legal matters and compliance. Shareholders are asked to elect Mr. Watanabe as an outside
director to enable him to contribute to the sustained growth of Scala by using this experience to provide advice
concerning legal matters and compliance and to perform the oversight of management.
Responsibilities and significant concurrent positions
Attorney at Law, Partner at The Rights Law and Patent Offices, Outside Audit & Supervisory Board member of
MatsukiyoCocokara & Co.
Candidate No.

6

Masatoshi Kushizaki

Re-elected
OutsideIndependent(Date of birth: May 16, 1966)
Past experience, positions, responsibilities and significant concurrent positions
Joined Nikko Securities Co., Ltd. (currently SMBC Nikko Securities
April 1991
Inc.)
April 2002
Joined Dream Incubator Inc.
June 2006
Executive Officer of Dream Incubator Inc.
September 2009 President and Chief Executive Officer of MORALIS. Inc. (current)
September 2019 Outside Director of the Company (current)

Number of shares of
the Company held:

300 shares
Reason for the nomination and summary of expected roles
As the executive officer of a strategic consulting firm, Mr. Kushizaki has experience concerning corporate
management that gives him extensive knowledge and experience involving all aspects of management. Shareholders
are asked to elect Mr. Kushizaki as an outside director to enable him to contribute to the sustained growth of Scalaby using this management and other experience to provide advice concerning management and to perform theoversight of management.
Responsibilities and significant concurrent positions
President and Chief Executive Officer of MORALIS.Inc.

- 10 -

Candidate No.

7

Satoshi Ugajin

Re-elected
OutsideIndependent(Date of birth: February 11, 1975)

Past experience, positions, responsibilities and significant concurrent positions
Joined Deloitte Touche Tohmatsu (current Deloitte Touche Tohmatsu
October 1997
LLC) Tokyo Office
March 2005
Joined Kenedix, Inc., seconded to Kenedix REIT Management, Inc.
September 2007 Joined Mizuho Corporate Advisory Co., Ltd. (currently Mizuho
Bank, Ltd.)
November 2008 Joined Japan Business Assurance Co., Ltd.
August 2011
Director of JBA HR Solution Co., Ltd. (current)
September 2015 Managing Director of Japan Business Assurance Co., Ltd. (current),
Director of JBA Holdings Co., Ltd. (current)
Number of shares ofSupervisory Officer of ESCON JAPAN REIT Investment
August2016
the Company held:
Corporation (current)
400 shares
Audit & Supervisory Board member (part-time) of Info Cubic Japan
March 2019
Co., Ltd. (current)
September 2019 Outside Audit & Supervisory Board member of the Company
September 2021 Outside Director of the Company (current)
Reason for the nomination and summary of expected roles
Mr. Ugajin has considerable experience and knowledge as a certified public accountant. Shareholders are asked toelect Mr. Ugajin as an outside director to enable him to use this experience and knowledge to perform audits using
professional skills and diverse perspectives.
Responsibilities and significant concurrent positions
Certified Public Accountant, Director of JBA HR Solution Co., Ltd., Managing Director of Japan Business
Assurance Co., Ltd., Director of JBA Holdings Co., Ltd., Supervisory Officer of ESCON JAPAN REIT Investment
Corporation, Audit & Supervisory Board member (part-time) of Info Cubic Japan Co., Ltd.

- 11 -

Candidate No.

8

Akihiro Yuki

Re-elected
OutsideIndependent(Date of birth: October 7, 1966)

Past experience, positions, responsibilities and significant concurrent positions
April 1989
Joined The Chiba Bank, Ltd.
February 1995
Transferred to the Hong Kong Branch of The Chiba Bank, Ltd.
Chief Representative of Shanghai Representative Office of The Chiba
June 2004
Bank, Ltd.
General Manager of Growth Business Support Office, Corporate
October 2010
Business Division of The Chiba Bank, Ltd.
June 2013
General Manager of Kinshicho Branch of The Chiba Bank, Ltd.
June 2015
General Manager of Shinjuku Branch of The Chiba Bank, Ltd.
June 2017
General Manager of Choshi Branch of The Chiba Bank, Ltd.
Number of shares ofJuly 2018
Advisor of Block Co Plus Inc.
the Company held:
August 2019
President of Sunrise Co., Ltd. (current)
200 shares
September 2019 Outside Audit & Supervisory Board member of the Company
January 2020
CFO of Welltool Co., Ltd.
September 2021 Outside Director of the Company (current)
April 2022
Auditor of Sayama Gakuen Asian Animal College (current)
Representative Employee of East Japan Reconstruction Support
May 2022
Organization LLC (current)
May 2022
Part-time Auditor of ESPOIR Co.,Ltd. (current)
July 2022
Representative Managing Director of ILLHOME.CO.LTD (current)
Reason for the nomination and summary of expected roles
Mr. Yuki has considerable experience and knowledge involving risk management and compliance at financial
institutions. Shareholders are asked to elect Mr. Yuki as a director to enable him to use this experience andknowledge to perform audits using professional skills and diverse perspectives.
Responsibilities and significant concurrent positions
President of Sunrise Co., Ltd., Auditor of Sayama Gakuen Asian Animal College, Representative Employee of East
Japan Reconstruction Support Organization LLC, Part-time Auditor of ESPOIR Co.,Ltd., Representative Managing
Director of ILLHOME.CO.LTD- 12 -

Candidate No.

9

Takuto Kawanishi

Re-elected
OutsideIndependent(Date of birth: August 10, 1976)

Past experience, positions, responsibilities and significant concurrent positions
Registered as an attorney at law, joined Midosuji Legal Profession
October 2003
Corporation (Osaka Bar Association)
Joined the Inspection Department of Financial Services Agency
January 2008
(Financial Securities Inspector, Special Inspector)
Joined Midosuji Legal Profession Corporation Tokyo Office (Tokyo
February 2010
Bar Association)
January 2012
Partner at Midosuji Legal Profession Corporation Tokyo Office
June 2015
Outside Director of FIS Co., Ltd. (current)
Number of shares ofJuly 2015
Joined Nozomi Sogo Attorneys at Law
the Company held:
July 2016
Partner at Nozomi Sogo Attorneys at Law (current)
Outside Audit & Supervisory Board member of Rakuten Insurance
July
2018
4,100 shares
Holdings Co., Ltd. (current)
September 2019 Outside Audit & Supervisory Board member of the Company
June 2020
Outside Director of AICHI CORPORATION (current)
September 2021 Outside Director of the Company (current)
Reason for the nomination and summary of expected roles
Mr. Kawanishi has considerable experience and knowledge as an attorney at law. Shareholders are asked to electMr. Kawanishi as an outside director to enable him to use this experience and knowledge to perform the governanceand audits using professional skills and diverse perspectives.
Responsibilities and significant concurrent positions
Attorney at Law, Partner at NOZOMI Sogo Attorneys at Law, Outside Director of FIS Co., Ltd., Outside Audit &Supervisory Board member of Rakuten Insurance Holdings Co., Ltd., Outside Director of AICHI CORPORATION
Candidate No.

10

Sakka Kobayashi

Re-elected
Outside(Date of birth: September 20, 1983)
Past experience, positions, responsibilities and significant concurrent positions
December 2009 Registered as an attorney at law
January 2010
Joined Nishimura & Asahi (admitted in Japan)
January 2017
Registered as an attorney at law (admitted in New York)
January 2020
Partner at Nishimura & Asahi (current)
September 2021 Outside Director of the Company (current)

Number of shares of
the Company held:

0 shares
Reason for the nomination and summary of expected roles
Ms. Kobayashi has extensive experience and knowledge concerning the group management, reorganization andother activities, including domestic and cross-border M&A transactions. Furthermore, Ms. Kobayashi has
considerable experience and expertise as an attorney at law. Shareholders are asked to elect Ms. Kobayashi as an
outside director to enable her to contribute to the sustained growth of Scala by using her experience and knowledge
to provide advice concerning M&A, group management and other matters and to perform the oversight ofmanagement.
Responsibilities and significant concurrent positions
Attorney at Law, Partner at Nishimura & Asahi- 13 -

Notes:1. There are no special interests between each candidate and the Company.
2. Mr. Shoichi Watanabe, Mr. Masatoshi Kushizaki, Mr. Satoshi Ugajin, Mr. Akihiro Yuki, Mr. Takuto Kawanishi, and Ms. Sakka
Kobayashi are candidates for outside directors.
3. Special note regarding candidates for outside directors:(1) Terms of office as outside directors of Mr. Shoichi Watanabe and Mr. Masatoshi Kushizaki are nine years and three years,
respectively, at the conclusion of this shareholders meeting. Terms of office as outside directors of Mr. Satoshi Ugajin, Mr.
Akihiro Yuki, Mr. Takuto Kawanishi, and Ms. Sakka Kobayashi are one year at the conclusion of this shareholders meeting.
(2) In accordance with the provisions of Paragraph 1, Article 427 of the Companies Act, the Company has entered into anagreement with Mr. Shoichi Watanabe, Mr. Masatoshi Kushizaki, Mr. Satoshi Ugajin, Mr. Akihiro Yuki, Mr. Takuto
Kawanishi, and Ms. Sakka Kobayashi to limit their liability for damages under Paragraph 1, Article 423 of the same act. The
details of this agreement are stated on page 53 of the Business Report (Japanese only). If the reappointment of each individualis approved, the Company plans to continue the relevant agreement with each individual.
(3) The Company has registered Mr. Shoichi Watanabe, Mr. Masatoshi Kushizaki, Mr. Satoshi Ugajin, Mr. Akihiro Yuki, Mr.
Takuto Kawanishi, and Ms. Sakka Kobayashi as independent directors in accordance with the provisions of the Tokyo Stock
Exchange. If their appointment is approved, the Company will continue to designate Mr. Shoichi Watanabe, Mr. Masatoshi
Kushizaki, Mr. Satoshi Ugajin, Mr. Akihiro Yuki and Mr. Takuto Kawanishi as independent directors. Though Ms. Sakka
Kobayashi satisfies the requirements for independent directors as stipulated by the Tokyo Stock Exchange and the Company’s“Criteria of Independence for Outside Directors,” she is not designated as an independent director.
4. The Company has entered into a liability insurance contract for directors as stipulated in Article 430-3 of the Companies Act,
naming all directors of the Company (including outside directors) as insureds, and in the event that each candidate is reappointed
or elected as a director of the Company, each candidate will be insured under the relevant insurance contract. The details of thisagreement are stated on page 53 of the Business Report (Japanese only). The insurance policy is scheduled to be renewed in
March 2023, during the term of office of each candidate.
5. The number of shares of the Company held by each candidate is the number of shares as of June 30, 2022.

- 14 -

Reference: Skills and Professional Knowledge of Director Candidates (Skill Matrix)
The purpose of this proposal is to achieve a composition of the Board of Directors capable of supporting the sustained
growth of corporate value and performing the effective oversight of management. Directors require experience andaccomplishments involving corporate management and an understanding of Scala’s medium-term plan, strategic
objectives and business climate. This proposal specifies the key skills*1 and key professional expertise*2 that the Boardof Directors needs and requires, and the skill matrix that indicates directors skills and expertise is as follows.
◎: Essential skills and professional expertise expected of directors〇: Outstanding skills and professional expertise
Candidates for Directors

Norikatsu
NaginoSeiichiKiyomi

Hideaki
Nitta

Takeo
Aida

Shoichi Masatoshi
Watanabe Kushizaki

SatoshiUgajinAkihiroTakutoSakka
Yuki
Kawanishi Kobayashi

Independent
OutsideDirector

Independent
OutsideDirector

Independent
OutsideDirector

Independent
OutsideDirector

Independent
OutsideDirector

OutsideDirector

Long-term strategies
Key skills*1

Sustainability
management
Inorganic growth
New businessdevelopment
Management
supervision andmonitoringKey
professional
expertise*2

IT/IoT/AI/DX
Finance, accounting
and M&A
Legal affairs and risk
management*1 Key skills
n Long-term strategies: The ability to anticipate long-term changes and structure the management strategies needed
to respond to these changes
n Sustainability management: The ability to establish management strategies that incorporate the goal ofsustainable growthn Inorganic growth: The ability to establish management strategies that use M&A and other methods for non-linear
growthn New business development: The ability to conceive ideas for business that can become new profit centers andthen launch and expand these businessesn Management supervision and monitoring: The ability to accurately understand how business operations are
conducted and play a leading role in dealing with issues and taking the company in the proper direction*2 Key professional expertisen IT/IoT/AI/DX: Expertise concerning Scala’s core IT/IoT/AI businesses and digital technologies
n Finance, accounting and M&A: Expertise concerning finance and accounting required for the management of alisted company and concerning M&A
n Legal affairs and risk management: Expertise concerning legal affairs and risk management required for the
management of a listed company- 15 -