(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, 2024
(Commencement of measures for electronic provision) August 30, 2024

To Our Shareholders:Hideaki Nitta
Director, Representative Executive
Officer & President
Scala, Inc.
2-21-1, Shibuya, Shibuya-ku, Tokyo

Notice of Convocation of the 38th Ordinary General Meeting of Shareholders
We would like to take this opportunity to thank you for your support of Scala, Inc. (“Scala” or the “Company”).
We will hold the 38th Ordinary General Meeting of Shareholders as described below.
When convening this General Meeting of Shareholders, we take measures for providing information that
constitutes the content of the Reference Documents for the General Meeting of Shareholders, etc. (matterssubject to measures for electronic provision) in electronic format, and posts this information on the following
websites.
Scala website
https://scalagrp.jp/en/ir/convocation/
Tokyo Stock Exchange (TSE) website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website, enter the issue name (Scala) or securities code (4845), and click “Search” tofind search results. Then, click “Basic information” and “Documents for public inspection/PR information” tofind “The 38th General Meeting of Shareholders.”- 1 -Date and time

Tuesday, September 24, 2024 at 10 a.m. (JST)Place

B2F Ballroom, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo

Meeting agenda

Matters to be reported:
1. The Business Report, Consolidated Financial Statements and the resultsof audits conducted by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements for theCompany’s 38th Fiscal Year (July 1, 2023 - June 30, 2024)
2. Non-consolidated Financial Statements for the Company’s 38th Fiscal
Year (July 1, 2023 - June 30, 2024)
Proposals to be resolved:
Proposal No. 1: Dividends from Surplus
Proposal No. 2: Decreases in Legal Capital Surplus and Legal Retained
Earnings, and Appropriation of Retained Earnings
Proposal No. 3: Election of Six Directors

Revision of matters notstated in the document
delivered upon request fordelivery in writing andmatters subject tomeasures for electronic
provision

Among the items of the electronic provisioning measures, the following
items are not included in the documents to be delivered to shareholders
who have requested delivery of the documents in compliance with the laws
and ordinances as well as Article 14 of the Scala Articles of Incorporation.
- “Assets and Operating Results for the Past Three Fiscal Years,” “Main
Offices,” “Status of Employees,” “Status of Major Lenders,” “Status of
Stock,” “Status of Share Acquisition Rights,” “Matters Relating to
Outside Officers, “Status of Accounting Auditor,” “Systems to Ensure thePropriety of Operations by Executive Officers,” “Systems for the Audit
Committee to Perform Its Duties,” “Overview of Operational Status of
Systems to Ensure the Propriety of Operations by Executive Officers andSystems for the Audit Committee to Perform Its Duties,” “Basic Policy on
the Control over the Company,” and “Policy on Deciding Dividend
Payments,” included in Business Report- Consolidated Financial Statements- Non-consolidated Financial Statements- Accounting Audit Report on Consolidated Financial Statements- Accounting Audit Report on Non-consolidated Financial Statements- Auditing Report of Audit Committee
The Audit Committee and the Accounting Auditor have audited documents
subject to audits including the above items.
Irrespective of whether or not a request for delivery in writing has been
submitted, all shareholders will receive paper documents for this General
Meeting of Shareholders.
If any amendment is made to the items of the electronic provision
measures, a notice of the amendment will be disclosed on the websites
described on page 1.
  Distribution of a video of
the General Meeting of
Shareholders

Scala plans to distribute a video of part of this meeting afterward.
After the meeting, this video will be posted on the Scala website(https://scalagrp.jp/ir/convocation/) as soon as preparations have been
completed.
Precautions
 Accessing this video may not be possible due to the status of the PC orother device used, the internet connection, or for some other reason.
 A notice will be posted on the Scala website if the distribution of thisvideo is suspended for some reason.

  

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 stable dividend while retaining earnings as needed to increase financial soundness and fund upcoming
activities for the growth of business operations, and the Company has continuously increased the dividend. In
accordance with this policy, we are asking shareholders to approve the following fiscal year-end dividend,considering future business development.
This dividend is to be funded by using the other capital surplus.
1.

Type of dividend:
Cash

2.

Dividend payment and total amount:
18.75 yen per share of common stock of the Company
Total amount of dividends: 325,377,206 yen

3.

Effective date of distribution of retained earnings:
September 25, 2024

4

Proposal No. 2: Decreases in Legal Capital Surplus and Legal Retained Earnings,
and Appropriation of Retained Earnings
As of June 30, 2024, there was a retained loss brought forward of 214,329,112 yen. Scala is asking shareholders
to approve reductions in the legal capital surplus and legal retained earnings, and an appropriation of retained
earnings. The purposes of these actions are to offset the retained loss carried forward, improve financial
soundness, and facilitate speed and flexibility concerning activities, including shareholder distributions,involving equity.
If this proposal is approved, in accordance with Paragraph 1, Article 448 of the Companies Act, Scala willtransfer the entire legal capital surplus and all legal retained earnings to other capital surplus and retained
earnings brought forward. In addition, in accordance with Article 452 of the Companies Act, part of othercapital surplus will be transferred to retained earnings brought forward to eliminate the loss brought forward.
1.

Reductions:
Legal capital surplus
4,886,302 yen of 4,886,302 yen (entire amount)
Legal retained earnings
64,587,709 yen of 64,587,709 yen (entire amount)2.

Appropriation of retained earnings
If this transfer of legal retained earnings to retained earnings brought forward takes place, a retained loss
brought forward of 149,741,403 yen will remain. As a result, in accordance with Article 452 of theCompanies Act, following this transfer, part of other capital surplus will be transferred to retained
earnings brought forward to eliminate the loss brought forward.
(1) Reductions:
Other capital surplus:

149,741,403 yen of 1,381,136,289 yen(2) Increases
Retained earnings brought forward: 149,741,403 yen
3.

Effective date of reductions and appropriation of retained earnings
October 26, 20245

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Candidate No.

1

Seiichi Kiyomi

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

Number of shares of the Company held: 177,100 shares
Past experience, positions, responsibilities and significant concurrent positions
June 1990

Joined SYSTEM’S Co., Ltd.

October 1994

Joined Database Communications, Inc.

April 2004

Joined Digi-Ana Communications Inc. (currently Scala Communications, Inc.)

July 2009

Director of Digi-Ana Communications Inc. (currently Scala Communications, Inc.)

July 2011

September 2013

Director & Vice President of Digi-Ana Communications Inc. (currently Scala
Communications, Inc.)
Director & President of Digi-Ana Communications Inc. (currently Scala
Communications, Inc.)
Director of the Company

September 2019

Senior Executive Officer of the Company

March 2020

Representative Director of LEOCONNECT Inc. (current)

June 2020

Representative Director of Connect Agency Inc.

September 2021

Director of the Company (current)

September 2021

Executive Officer of the Company

September 2021

Representative Director of Scala Service, Inc. (current)

April 2024

Representative Executive Officer & Chairman of the Company (current)

December 2011

Reason for the nomination
As the president and in other executive roles at Scala subsidiaries, Mr. Kiyomi has contributed to the growthof corporate value as Representative Executive Officer & Chairman of the Company since April 2024. He has
considerable knowledge and experience concerning the core DX business and associated businesses.
Shareholders are asked to elect Mr. Kiyomi as a director to enable him to continue to contribute to the sustained
growth of the Company.

Responsibilities and significant concurrent positions
None

7

Candidate No.

2

Hideaki Nitta

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

Number of shares of the Company held: 113,800 shares
Past experience, positions, responsibilities and significant concurrent positions
June 1998

Joined Zapic Co., Ltd.

October 2007

Joined Digi-Ana Communications Inc. (currently Scala Communication, Inc.)

December 2010
December 2011

General Manager of Sales Department of Digi-Ana Communications Inc. (currently
Scala Communications, Inc.)
Director of Digi-Ana Communications Inc. (currently Scala Communications, Inc.)

September 2015

Director of the Company

September 2019

Senior Executive Officer of the Company

June 2021

Representative Director of Scala Communications, Inc. (current)

June 2021

President & CEO of Scala Next, Inc.

September 2021

Director of the Company (current)

September 2021

Executive Officer of the Company

February 2022

Representative Director of EGG CO., LTD. (current)

April 2024

Representative Director (Vice Chairman) of Japan Healthcare Platform, Inc. (current)

April 2024

Representative Executive Officer & President of the Company (current)

Reason for the nomination
As a director of Scala subsidiaries and in other executive roles, Mr. Nitta has contributed to the growth ofcorporate value as Representative Executive Officer & President of the Company since April 2024. Mr. Nitta
has considerable knowledge and experience concerning the core DX business and has expertise concerning theuse of co-creation for developing new businesses. Shareholders are asked to elect Mr. Nitta as a director toenable him to continue to contribute to the sustained growth of the Company.

Responsibilities and significant concurrent positions
Representative Director (Vice Chairman) of Japan Healthcare Platform, Inc.

8

Candidate No.

3

Takeo Aida

Re-elected(Date of birth: February 7, 1955)

Number of shares of the Company held: 47,400 shares
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

Full-time Audit & Supervisory Board member of the Company

September 2011Retired from Full-time Audit & Supervisory Board member of the Company
Director of Database Communications, Inc. (currently Scala Service, Inc.)

July 2012
September 2013

Director & Vice President of Database Communications, Inc. (currently Scala Service,Inc.)
Full-time Audit & Supervisory Board member of the Company

September 2021

Director of the Company (current)

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 the 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 toperform audits using professional skills and diverse perspectives.

Responsibilities and significant concurrent positions
None

9Candidate No.

4

Shoichi Watanabe

Re-elected
OutsideIndependent(Date of birth: May 23, 1962)

Number of shares of the Company held: 40,100 shares
Past experience, positions, responsibilities and significant concurrent positions
April 1989

Joined Sumitomo Electric Industries, Ltd.

April 1993

Registered as an attorney at law, joined Miyoshi & Associates Law Firm

April 2003
September 2007

Opened Takaku and Watanabe Law Office (currently The Rights Law and Patent
Offices) (current)
Outside Audit & Supervisory Board member of the Company

September 2013

Outside Director of the Company (current)

June 2020

Outside Audit & Supervisory Board member of Matsumotokiyoshi Holdings Co., Ltd.
(currently MatsukiyoCocokara & Co.) (current)

Reason for the nomination and summary of expected roles
Although Mr. Watanabe has no experience in participating directly in corporate management, except by serving
as an outside officer, he has experience as an outside director and, as an attorney at law, has extensive
knowledge and experience 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 thisexperience to provide advice concerning legal matters and compliance and to perform the oversight ofmanagement.

Responsibilities and significant concurrent positions
Attorney at Law, Partner at The Rights Law and Patent Offices, Outside Audit & Supervisory Board memberof MatsukiyoCocokara & Co.

10

Candidate No.

5

Satoshi Ugajin

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

Number of shares of the Company held: 2,000 shares
Past experience, positions, responsibilities and significant concurrent positions
October 1997
Joined Deloitte Touche Tohmatsu (current Deloitte Touche Tohmatsu LLC) Tokyo
OfficeMarch 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.
Director of JBA Holdings Co., Ltd. (current)

August 2016

Supervisory Officer of ESCON JAPAN REIT Investment Corporation (current)

March 2019

Audit & Supervisory Board member (part-time) of Info Cubic Japan Co., Ltd.

September 2019

Outside Audit & Supervisory Board member of the Company

September 2021

Outside Director of the Company (current)

September 2023

Representative Director of JBA HR Solution Co., Ltd. (current)

September 2023

Representative Director of JBA Financial Advisory Co., Ltd. (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
to elect 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 Holdings Co., Ltd., Supervisory Officer of ESCON JAPAN REIT
Investment Corporation, Representative Director of JBA HR Solution Co., Ltd., Representative Director of
JBA Financial Advisory Co., Ltd.

11

Candidate No.

6

Takuto Kawanishi

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

Number of shares of the Company held: 7,400 shares
Past experience, positions, responsibilities and significant concurrent positions
October 2003
Registered as an attorney at law, joined Midosuji Legal Profession Corporation (Osaka
Bar Association)
January 2008
Joined the Inspection Department of Financial Services Agency (Financial Securities
Inspector, Special Inspector)
February 2010
Joined Midosuji Legal Profession Corporation Tokyo Office (Tokyo Bar Association)
January 2012

Partner at Midosuji Legal Profession Corporation Tokyo Office

June 2015

Outside Director of FIS Co., Ltd.

July 2015

Joined Nozomi Sogo Attorneys at Law

July 2016

Partner at Nozomi Sogo Attorneys at Law (current)

July 2018
September 2019

Outside Audit & Supervisory Board member of Rakuten Insurance Holdings Co., Ltd.
(current)
Outside Audit & Supervisory Board member of the Company

June 2020

Outside Director of AICHI CORPORATION (current)

September 2021

Outside Director of the Company (current)

June 2024

Outside Director (Audit and Supervisory Committee member) of Matsui Securities
Co., Ltd. (current)

Reason for the nomination and summary of expected roles
Although Mr. Kawanishi has no experience in participating directly in corporate management, except byserving as an outside officer, he has considerable experience and knowledge as an attorney at law. Shareholders
are asked to elect Mr. Kawanishi as an outside director to enable him to use this experience and knowledge toperform the governance and audits using professional skills and diverse perspectives.

Responsibilities and significant concurrent positions
Attorney at Law, Partner at Nozomi Sogo Attorneys at Law, Outside Audit & Supervisory Board member of
Rakuten Insurance Holdings Co., Ltd., Outside Director of AICHI CORPORATION, Outside Director (Audit
and Supervisory Committee member) of Matsui Securities Co., Ltd.

12

Notes:1. There are no special interests between each candidate and the Company.
2. Mr. Shoichi Watanabe, Mr. Satoshi Ugajin, and Mr. Takuto Kawanishi are candidates for outside directors.
3. Special note regarding candidates for outside directors:(1) The term of office as an outside director of Mr. Shoichi Watanabe is eleven years at the conclusion of thisshareholders meeting. The term of office as outside directors of Mr. Satoshi Ugajin and Mr. Takuto Kawanishi
are three years 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 enteredinto an agreement with Mr. Shoichi Watanabe, Mr. Satoshi Ugajin, and Mr. Takuto Kawanishi to limit their
liability for damages under Paragraph 1, Article 423 of the same act. The details of this agreement are stated on
the Business Report “2. Situation of the Company, 1. Status of the Board Members, 2. Overview of Liability
Limitation Agreements” (Japanese only). If the reappointment of each individual is approved, the Company
plans to continue the relevant agreement with each individual.
(3) The Company has registered Mr. Shoichi Watanabe, Mr. Satoshi Ugajin, and Mr. Takuto Kawanishi, as

independent directors in accordance with the provisions of the Tokyo Stock Exchange. If their appointment isapproved, the Company will continue to designate Mr. Shoichi Watanabe, Mr. Satoshi Ugajin, and Mr. Takuto
Kawanishi as independent directors.
4. The Company has entered into a liability insurance contract for directors as stipulated in Article 430-3 of theCompanies Act, naming all directors of the Company (including outside directors) as insureds, and in the eventthat 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 this agreement are stated on the Business Report “2. Situation of theCompany, 1. Status of the Board Members, 3. Overview of a Liability Insurance Contract for Directors” (Japaneseonly). The insurance policy is scheduled to be renewed in March 2025, during the term of office of eachcandidate.
5. The number of shares of the Company held by each candidate is the number of shares as of June 30, 2024.

13

Reference: Skills and Professional Knowledge of Director Candidates (Skill Matrix)

The skill matrix shows a composition of the Board of Directors capable of supporting the sustained growth ofcorporate value and performing the effective oversight of management. In addition to experience andaccomplishments involving corporate management, Scala has specified the key skills*1 and key professional
expertise*2 that the Board of Directors needs and requires, based on the Scala’s plan, strategic objectives andbusiness climate. The skill matrix that indicates directors skills and expertise is as follows.
: Essential skills and professional expertise expected of directors: Outstanding skills and professional expertise

Candidates for Directors

SeiichiKiyomi

Hideaki Nitta Takeo Aida

ShoichiWatanabe

SatoshiUgajinIndependent Independent
OutsideOutsideDirector
Director

TakutoKawanishi
Independent
OutsideDirector

Sustainability management
Key skills*1

Inorganic growth
New business development
Management supervision andmonitoringKey
professional
expertise*2

IT/DX
Finance, accounting and M&A
Legal affairs and risk
management*1 Key skills
n Sustainability management: The ability to establish management strategies that incorporate the goal of sustainablegrowthn 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 and thenlaunch 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/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 a listedcompany 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

14