(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 4, 2023
Commencement of measures for electronic provision: September 1, 2023
To Our Shareholders:
Norikatsu Nagino,
Director, Representative Executive
Officer & President
Scala, Inc.
2-21-1, Shibuya, Shibuya-ku, Tokyo

Notice of Convocation of the 37th 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 37th Ordinary General Meeting of Shareholders as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of the Reference Documents for the Annual General Meeting of Shareholders, etc. (matterssubject to measures for electronic provision) in electronic format, and posts this information as “The 37th Annual
General Meeting of Shareholders” on the following websites.
The Company’s website

https://scalagrp.jp/en/ir/convocation/

Tokyo Stock Exchange (TSE)websitehttps://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” to findsearch results. Then, click “Basic information” and “Documents for public inspection/PR information” to find “The37th Annual General Meeting of Shareholders.”
The General Meeting of Shareholders will be broadcast live via the Internet so that shareholders can watch the meetingat home, etc.

- 1 -Date and timePlace

Meeting agenda
Matters to be reported:

Monday, September 25, 2023 at 10 a.m. (JST)B2F Ballroom, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo
The General Meeting of Shareholders will be broadcast live via the Internet so thatshareholders can watch the meeting at home, etc.
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 37th Fiscal Year (July 1, 2022 June 30, 2023)
2. Non-consolidated Financial Statements for the Company’s 37th Fiscal Year (July 1,
2022 - June 30, 2023)

Proposals to be resolved:
Dividends from Surplus
Proposal No. 1:
Decreases in Legal Capital Surplus and Legal Retained Earnings
Proposal No. 2:
Election of Ten Directors
Proposal No. 3:
Among the items of the electronic provisioning measures, those concerning Notes to the
Revision of matters not
Consolidated Financial Statements and Notes to the Non-Consolidated Financial
stated in the document
Statements are not included in the documents to be delivered to shareholders who havedelivered upon request forrequested delivery of the documents. This information is instead posted on the Scaladelivery in writing andwebsite and the TSE website in compliance with the laws and ordinances as well as
matters subject to measures 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
for electronic provision
Statements that were audited by the accounting auditor and Audit & Supervisory Board
members to prepare their Audit Reports.
If any amendment is made to the items of the electronic provision measures, a notice of
the amendment, the items before and after the amendment will be disclosed on the Scalawebsite and the TSE website, described on page 1.

- 2 -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, 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.
1. Type of dividend:

Cash

2. Dividend payment and total amount:

18.5 yen per share of common stock of the Company
Total amount of dividends: 320,683,644 yen

3. Effective date of distribution of retained earnings:

September 26, 2023

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
9,161,819 yen of 9,161,819 yen (entire amount)
Legal retained earnings
63,482,100 yen of 63,482,100 yen (entire amount)

2. Date of effectiveness of reductions:

October 27, 2023

- 3 -

Proposal No. 3: 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- 4 -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:

344,200 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)
Director of General Incorporated Association Pet and Social FP
July 2023
Center (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.
Responsibilities and significant concurrent positions
Director of General Incorporated Association Pet and Social FP Center- 5 -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
165,100 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.
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.

- 6 -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)
109,000 shares June 2021
President & CEO of Scala Next, Inc.
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:

47,400 shares

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

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.

- 7 -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)

38,500 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. Although Mr. Watanabe has
no experience in participating directly in corporate management, except by serving as Outside Director or Outside
Audit & Supervisory Board Member, he is believed, for the aforementioned reasons, to be capable of adequately
fulfilling the duties of Outside Director.
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:

1,100 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.
- 8 -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),
Number of shares of
September 2015 Director of JBA Holdings Co., Ltd. (current)
the Company held:
Supervisory Officer of ESCON JAPAN REIT Investment
August 2016
1,200 shares
Corporation (current)
Audit & Supervisory Board member (part-time) of Info Cubic Japan
March 2019
Co., Ltd.
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 Holdings Co., Ltd., Director of JBA HR Solution Co., Ltd., Managing
Director of Japan Business Assurance Co., Ltd., Supervisory Officer of ESCON JAPAN REIT Investment
Corporation.

- 9 -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.
Number of shares ofJune 2017
General Manager of Choshi Branch of The Chiba Bank, Ltd.
the Company held:
July 2018
Advisor of Block Co Plus Inc.
700 shares
August 2019
President of Sunrise Co., Ltd. (current)
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- 10 -

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
5,800 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. Although Mr. Kawanishi has no experience inparticipating directly in corporate management, except by serving as Outside Director or Outside Audit &Supervisory Board Member, he is believed, for the aforementioned reasons, to be capable of adequately fulfillingthe duties of Outside Director.
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- 11 -

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. Although Ms. Kobayashi has no experience in participating directly in corporate management, except
by serving as Outside Director or Outside Audit & Supervisory Board Member, she is believed, for the
aforementioned reasons, to be capable of adequately fulfilling the duties of Outside Director.
Responsibilities and significant concurrent positions
Attorney at Law, Partner at Nishimura & Asahi

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 ten years and four 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 two 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 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 the Business Report “3. Situation of Directors” (Japanese only). If the reappointment ofeach individual is 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, and Mr.
Takuto Kawanishi, 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 the Business Report “3. Situation of Directors” (Japanese only). The insurance policy is scheduled to be
renewed in March 2024, 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, 2023.
- 12 -

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. 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- 13 -