(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 6, 2021
To Our Shareholders:
Norikatsu Nagino,
Representative Director & President
Scala, Inc.
2-21-1, Shibuya, Shibuya-ku, Tokyo

Notice of Convocation of the 35th 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 35th 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:
Proposal No. 5:
Disclosure via the Internet

Monday, September 27, 2021 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 35th Fiscal Year (July 1, 2020 June 30, 2021)
2. Non-consolidated Financial Statements for the Company’s 35th Fiscal Year (July 1,2020 - June 30, 2021)
Dividends from Surplus
Decreases in Legal Capital Surplus and Legal Retained Earnings
Partial Amendments to the Articles of Incorporation 1 (Change to the Company with
Nominations and Other Committees Governance Structure)
Partial Amendments to the Articles of Incorporation 2 (Shareholders Meetings with No
Designated Location)
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 takes into account results of operations in the fiscal year ended June 30, 2021 and theoutlook for business operations.
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: 316,754,118 yen

3. Effective date of distribution of retained earnings:

September 28, 2021

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
28,787,931 yen of 28,787,931 yen (entire amount)
Legal retained earnings
52,626,192 yen of 52,626,192 yen (entire amount)

2. Date of effectiveness of reductions:

October 29, 2021

- 2 -

Proposal No. 3: Partial Amendments to the Articles of Incorporation 1(Change to the Company with Nominations and Other Committees Governance
Structure)
Scala proposes to make the following amendments to the Articles of Incorporation.

1. Reason for Amendments
Scala plans to change to the Company with Nominations and Other Committees governance structure for the
purposes of placing more emphasis on external and objective viewpoints and further increasing the oversight andmonitoring capabilities of the Board of Directors. To adopt this governance structure, Scala asks shareholders toapprove new provisions for a Nominations Committee, Audit Committee and Remuneration Committee and for the
executive officer position, the deletion of provisions for Audit & Supervisory Board members and the Audit &Supervisory Board, and other necessary amendments. All Audit & Supervisory Board members have agreed withthe proposal to establish Article 38 (Liability Exemption for Audit & Supervisory Board Members)

2. Details of Amendments
The details of amendments are as follows.
(The underlined parts indicate the proposed amendments.)
Current Articles of Incorporation

Proposed Amendments(Organization Elements)
Article 4.
The Company has a General Meeting of
Shareholders, Directors, and the following
entities.
(1) Board of Directors(2) Audit & Supervisory Board members(3) Audit & Supervisory Board(4) Accounting Auditor(Organization Elements)
Article 4.
The Company is a Company with aNominations Committee and Other
Committees and has the following entities in
addition to the General Meeting of
Shareholders and Directors.
(1) Board of Directors(2) Nominations Committee, Audit Committee andRemuneration Committee(3) Executive Officers(4) Accounting Auditor(Person Who Calls Shareholders Meetings andChairperson)
Article 13. Except when specified otherwise by laws
and regulations, shareholders meetings arecalled by the director and president andmeetings are chaired by this director andpresident pursuant to the resolution of theBoard of Directors.

(Person Who Calls Shareholders Meetings andChairperson)
Article 13. Except when specified otherwise by laws
and regulations, shareholders meetings arecalled by a director who is designated as arepresentative executive officer in advanceby a resolution of the Board of Directors andmeetings are chaired by this representative
executive officer pursuant to the resolutionof the Board of Directors.
2. If there has been an accident involving the director
who is designated as the representative executive
officer, another director will take the place of therepresentative executive officer in the order
determined in advance by the Board of Directors.
(Number of Directors)
Article 18. The Company has no more than 10
Directors.
2. At least half of the directors are outside directors as
defined in Articles 2 and 15 of the Companies Act.

2. If there has been an accident involving the director
and president, another director will take the place ofthe director and president in the order determined inadvance by the Board of Directors.
(Number of Directors)
Article 18. The Company has no more than 10
Directors.
(Newly established)- 3 -Current Articles of Incorporation

Proposed Amendments(Term of Office)(Term of Office of Directors)
Article 20. The term of office of a director expires at the Article 20. The term of office of a director expires at theconclusion of the Ordinary General Meetingconclusion of the Ordinary General Meetingof Shareholders relating to the last businessof Shareholders relating to the last businessyear ending within two years after theyear ending within one year after theelection.
election.
2. The term of office of a substitute director or a
2. The term of office of a substitute director or adirector who is elected due to an increase in the
director who is elected due to an increase in thenumber of directors is same as the remaining term of
number of directors is same as the remaining term ofoffice of the current directors.
office of the current directors.
(Minor correction of a Japanese character; does notaffect the English translation)(Person Who Calls Board of Directors Meetings and(Person Who Calls Board of Directors Meetings andChairperson)
Chairperson)
Article 21. Except when specified otherwise by laws
Article 21. Except when specified otherwise by laws
and regulations, Board of Directors meetings
and regulations, Board of Directors meetings
are called by the director and president andare called by a director who is designated asmeetings are chaired by this director anda representative executive officer in advancepresident.
by a resolution of the Board of Directors andmeetings are chaired by this representative
executive officer.
2. If there has been an accident involving the director
2. If there has been an accident involving the director
and president, another director will take the place of
who is designated as the representative executive
the director and president.
officer, another director will take the place of therepresentative executive officer in the order
determined in advance by the Board of Directors.
(Convocation Notice for the Board of Directors Meeting) (Convocation Notice for the Board of Directors Meeting)
Article 22. The convocation notice of a meeting of
Article 22. The convocation notice of a meeting ofBoard of Directors is dispatched to each
Board of Directors is dispatched to eachdirector and Audit & Supervisory Board
director no later than three days prior to themembers no later than three days prior to thedate of such meeting; provided, however,date of such meeting; provided, however,that such period may be shortened in case ofthat such period may be shortened in case of
emergency.
emergency.
2. The Board of Directors meetings may be convened
2. The Board of Directors meetings may be convened
without using the procedure for calling these
without using the procedure for calling thesemeetings only if all directors and Audit &meetings only if all directors agree.
Supervisory Board members agree.
(Representative Directors and Directors with Specific(Directors with Specific Titles)
Titles)
Article 23. The representative directors are appointed
Article 23. A chairperson of the Board of Directors may
by a resolution of the Board of Directors.
be elected by a resolution of the Board of
Directors.
2. The Board of Directors may, by resolution, elect one(Deleted)
chairperson, one director and president, and one ormore director and vice presidents, senior managing
directors and managing directors.
(Method of Adopting Resolutions at the Board of(Method of Adopting Resolutions at the Board of
Directors)
Directors)
Article 25. A resolution of the Board of Directors is
Article 25. A resolution of the Board of Directors is
adopted by a majority vote of directors
adopted by a majority vote of directors
present at the meeting where a majority ofpresent at the meeting where a majority ofthe directors entitled to participate in thethe directors entitled to participate in thevote are present.
vote are present.
- 4 -Current Articles of Incorporation

Proposed Amendments

2. When all directors approve in writing orelectronically a proposal submitted to the Board of
Directors, the proposal will be deemed to have been
approved. However, the proposal will not be deemed
to have been approved if an Audit & Supervisory
Board member objects to the proposal.
(Minutes of the Board of Directors Meetings)
Article 26. The substance of the proceedings at theBoard of Directors meetings, the results
thereof, and other matters required by laws
and regulations are stated or recorded in theminutes of the meetings, and the directors
and Audit & Supervisory Board memberspresent affix their names and seals thereto or
put their electronic signatures thereon.
(Remunerations for Directors)
Article 27. Remuneration, bonuses and other benefits
received by directors from the Company forthe performance of their duties(“remuneration, etc.”) is a maximum of 500
million yen each year. This does not include
salaries paid to directors who are also
employees of the Company.
(Liability Exemption for Directors)
Article 28. Pursuant to the provisions of Paragraph 1,
Article 423 of the Companies Act, theCompany may, by the resolution of theBoard of Directors, exempt directors(including former directors) from their
liability to compensate for damages due to a
failure to perform their duties, on thecondition that they act in good faith and are
not grossly negligent in performing theirduties. The limit of liability is set at theamount prescribed by laws and regulations.
2. In accordance with Paragraph 1, Article 423 of theCompanies Act, the Company can sign contracts withoutside directors under which the Company assumes
liability up to the monetary limit prescribed by laws
and regulations, on the condition that they act ingood faith and are not grossly negligent in
performing their duties.

2. When all directors approve in writing orelectronically a proposal submitted to the Board of
Directors, the proposal will be deemed to have been
approved.

Chapter 5. Audit & Supervisory Board Members and the
Audit & Supervisory Board(Number of Audit & Supervisory Board Members)
Article 30. The Company has no more than five Audit& Supervisory Board members.
(Election of Audit & Supervisory Board Members)
Article 31. Audit & Supervisory Board members are
selected at the General Meeting of
Shareholders.

(Minutes of the Board of Directors Meetings)
Article 26. The substance of the proceedings at theBoard of Directors meetings, the results
thereof, and other matters required by laws
and regulations are stated or recorded in theminutes of the meetings, and the directors
present affix their names and seals thereto or
put their electronic signatures thereon.
(Remunerations for Directors)
Article 27. Remuneration, bonuses and other financial
benefits received by directors from theCompany for the performance of their duties(“remuneration, etc.”) are a maximum of
500 million yen each year and aredetermined by resolutions of theRemuneration Committee.
(Liability Exemption for Directors)
Article 28. Pursuant to the provisions of Paragraph 1,
Article 423 of the Companies Act, theCompany may, by the resolution of theBoard of Directors, exempt directors(including former directors) from their
liability to compensate for damages due to a
failure to perform their duties, on thecondition that they act in good faith and are
not grossly negligent in performing theirduties. The limit of liability is set at theamount prescribed by laws and regulations.
2. In accordance with Paragraph 1, Article 423 of theCompanies Act, the Company can sign contracts withdirectors (except directors who are executives of theCompany) under which the Company assumes
liability up to the monetary limit prescribed by laws
and regulations, on the condition that they act ingood faith and are not grossly negligent in
performing their duties.
(Deleted)(Deleted)(Deleted)- 5 -Current Articles of Incorporation

Proposed Amendments

2. Resolutions for the election of Audit & Supervisory
Board members shall be adopted by a majority of thevoting rights of the shareholders present at themeeting where shareholders holding one-third or
more of the voting rights of the shareholders who areentitled to exercise their voting rights are present.
(Term of Office)
Article 32. The term of office of an Audit &Supervisory Board member expires at theconclusion of the Ordinary General Meetingof Shareholders relating to the last businessyear ending within four years after theelection.
2. The term of office of an Audit & Supervisory Board
member elected as the substitute of an Audit &Supervisory Board member who retired from office
before the expiration of the term of office shallcontinue until the time of the expiration of the termof office of the retired Audit & Supervisory Board
member.
3. The effective period of the resolution for the electionof substitute Audit & Supervisory Board members
shall be until the beginning of the Ordinary General
Meeting of Shareholders relating to the last fiscal
year ending within four years after the election.
(Full-time Audit & Supervisory Board Members)
Article 33. The full-time Audit & Supervisory Board
members are appointed by the resolution of
the Audit & Supervisory Board.
(Convocation Notice for the Audit & Supervisory Board)
Article 34. The convocation notice of a meeting of the
Audit & Supervisory Board is dispatched toeach Audit & Supervisory Board members
no later than two days prior to the date ofsuch meeting; provided, however, that such
period may be shortened in case of
emergency.
2. The meeting of the Audit & Supervisory Board may
be convened without using the procedure for callingthese meetings only if all members agree.
(Method of Adopting Resolutions at the Audit &Supervisory Board)
Article 35. A resolution of the Audit & Supervisory
Board is adopted by a majority vote of Audit& Supervisory Board members present at
the meeting where a majority of themembers entitled to participate in the voteare present.

- 6 -(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation

Proposed Amendments(Minutes of the Meetings of the Audit & Supervisory(Deleted)
Board)
Article 36. The substance of the proceedings at themeetings of the Audit & Supervisory Board,
the results thereof, and other mattersrequired by laws and regulations are statedor recorded in the minutes of the meetings,
and the Audit & Supervisory Board
members present affix their names and seals
thereto or put their electronic signatures
thereon.
(Rules of the Audit & Supervisory Board)(Deleted)
Article 37. Items concerning the Audit & Supervisory
Board are designated by laws andregulations and the Articles of Incorporation
as well as by the Rules of the Audit &Supervisory Board established by the Audit& Supervisory Board.
(Remuneration, etc.)(Deleted)
Article 38. Remuneration, etc. for Audit & Supervisory
Board members is no more than 100 million
yen per annum.
(Liability Exemption for Audit & Supervisory Board(Deleted)
Members)
Article 39. Pursuant to the provisions of Paragraph 1,
Article 423 of the Companies Act, theCompany may, by the resolution of theBoard of Directors, exempt Audit &Supervisory Board members (including
former Audit & Supervisory Board
members) from their liability to compensate
for damages due to a failure to perform theirduties, on the condition that they act in goodfaith and are not grossly negligent in
performing their duties. The limit of liability
is set at the amount prescribed by laws andregulations.
2. Pursuant to the provisions of Paragraph 1, Article 423of the Companies Act, the Company may exempt
outside Audit & Supervisory Board members fromtheir liability to compensate for damages due to a
failure to perform their duties, on the condition thatthey act in good faith and are not grossly negligent in
performing their duties. The limit of liability is set atthe amount prescribed by laws and regulations.
(Newly established)
Chapter 5. Nominations Committee, Audit Committee
and Remuneration Committee(Newly established)(Method of Selecting Committee Members)
Article 30. Members of the Nominations Committee,
Audit Committee and Remuneration
Committee are selected from among thedirectors by resolutions of the Board of
Directors.
- 7 -Current Articles of Incorporation

Proposed Amendments(Newly established)(Authority of the Committees)
Article 31. Authority and other items concerning theNominations Committee, Audit Committee
and Remuneration Committee are designatedby laws and regulations and the Articles ofIncorporation as well as by rules for eachcommittee established by the Board of
Directors.
Chapter 6. Executive Officer(Number of Executive Officers)
Article 32. The Company has no more than ten
executive officers(Election of Executive Officers)
Article 33. Executive officers are selected by aresolution of the Board of Directors.
(Term of Office of Executive Officers)
Article 34. The term of office of an executive officer
expires at the conclusion of the Ordinary
General Meeting of Shareholders relating to
the last business year ending within one year
after the election.
2. The term of office of a substitute executive officer oran executive officer who is elected due to an increasein the number of executive officers is same as theremaining term of office of the current executive
officers.
(Representative Executive Officers and Executive
Officers with Specific Titles)
Article 35. The representative executive officers areappointed by the resolution of the Board of
Directors.
2. The Board of Directors may, by resolution, elect one
executive officer and president, and one or more
executive officers with specific titles.
(Assignment of Duties and Executive Hierarchy)
Article 36. The duties and hierarchy of executive
officers are determined by resolutions of theBoard of Directors.
(Remuneration, etc.)
Article 37. Remuneration, etc. for executive officers isdetermined by resolutions of theRemuneration Committee.

(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)- 8 -Current Articles of Incorporation

Proposed Amendments(Newly established)(Liability Exemption for Executive Officers)
Article 38. Pursuant to the provisions of Paragraph 1,
Article 423 of the Companies Act, theCompany may, by the resolution of the Boardof Directors, exempt executive officers(including former executive officers) fromtheir liability to compensate for damages due
to a failure to perform their duties, on thecondition that they act in good faith and are
not grossly negligent in performing theirduties. The limit of liability is set at theamount prescribed by laws and regulations.
Chapter 7. Accounting Auditor(Election of Accounting Auditor)
Article 39.- Article 41. (Remain unchanged)
Chapter 8. Accounts(Business Year)
Article 42. – Article 45. (Remain unchanged)
Supplementary Provisions(Transitional Measures Concerning Exemption from
Liability of Audit & Supervisory Board Members)
Article 1.
With respect to the liability of Audit &Supervisory Board members (including
former Audit & Supervisory Board
members) prior to the conclusion of the 35th
Ordinary General Meeting of Shareholders,the provisions of Paragraph 1, Article 39 of
the Articles of Incorporation prior to theamendment shall apply.

Chapter 6. Accounting Auditor(Election of Accounting Auditor)
Article 40.- Article 42. (Omitted)
Chapter 7. Accounts(Business Year)
Article 43.- Article 46. (Omitted)(Newly established)(Newly established)- 9 -Proposal No. 4: Partial Amendments to the Articles of Incorporation 2(Shareholders Meetings with No Designated Location)
Scala proposes to make the following amendments to the Articles of Incorporation.

1. Reason for Amendments
Following the enactment of the Act for Partial Amendment of the Act on Strengthening Industrial Competitiveness(Law No. 70, June 16, 2021), listed companies are allowed to hold shareholders meetings with no designatedlocation (a virtual meeting, which is a shareholders meeting with no physical meeting room, allowing directors,
shareholders and others to attend by using the internet or other method) in accordance with the Articles ofIncorporation. There are certain requirements for holding these meetings, such as measures to protect the interestsof shareholders. Scala believes that increasing options for methods used to hold shareholders meetings will benefit
shareholders by taking into account major disasters, such as a pandemic or natural disaster, the increasing use ofdigital technologies in society, and other considerations. For these reasons, shareholders are asked to approve thefollowing amendments concerning shareholders meetings with no designated location to the Articles ofIncorporation.
If shareholders approve this proposal, this amendment to the Articles of Incorporation will become effective on thecondition that, in accordance with the amended Act on Strengthening Industrial Competitiveness, confirmation
concerning shareholders meetings with no designated location is received from the Minister of Economy, Trade andIndustry and the Minister of Justice.

2. Details of Amendments
The details of amendments are as follows.
(The underlined parts indicate the proposed amendments.)
Current Articles of Incorporation(Convocation)
Article 11. The Ordinary General Meeting of
Shareholders is convened in September
every year, and an extraordinary general
meeting of shareholders is convened
whenever necessary.
(Newly established)(Newly established)(Newly established)

Proposed Amendments(Convocation)
Article 11. The Ordinary General Meeting of
Shareholders is convened in September
every year, and an extraordinary general
meeting of shareholders is convened
whenever necessary.
2. The Company can hold a shareholders meeting that
does not have a designated location.
Supplementary Provisions(Convocation)
Article 2.
In accordance with the Act on Strengthening
Industrial Competitiveness and 2021
Ordinance No. 1 of the Ministry of Justiceand Ministry of Economy, Trade andIndustry, the amendment to Article 11 will
become effective when the Minister ofJustice and the Minister of Economy, Tradeand Industry confirm that completely
electronic shareholders meetings of theCompany fulfill the requirements of thisordinance. These supplementary provisions
will be deleted when Article 11 becomes
effective.

- 10 -

Proposal No. 5: Election of Ten Directors
If Proposal No. 3, Partial Amendment to the Articles of Incorporation 1 (Change to the Company with Nominations
and Other Committees Governance Structure) is approved and adopted as proposed, the governance structure of Scala
will change from a Company with an Audit & Supervisory Board to a Company with Nominations and Other
Committees. In conjunction with this change, the terms of office of all four directors and all four Audit & Supervisory
Board members will expire.
Therefore, Scala proposes the election of ten directors.
The candidates for directors are as follows.
Candidate
No.

Name

Current Positions at the Company

1

Re-elected

Norikatsu Nagino

Representative Director & President andExecutive Officer

2Re-elected

Seiichi Kiyomi

Senior Executive Officer

3

Re-elected

Hideaki Nitta

Senior Executive Officer

4Re-elected

Shoichi Watanabe

5Re-elected

Masatoshi Kushizaki

6New

Sakka Kobayashi

7

New

Takeo Aida

8

New

Satoshi Ugajin

9New

Akihiro Yuki

10

New

Takuto Kawanishi

OutsideIndependent
OutsideIndependent
OutsideIndependent

Outside Director
Outside Director
Full-time Audit & Supervisory Board Member

OutsideIndependent
OutsideIndependent
OutsideIndependent- 11 -

Outside Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member

Candidate No.

1

Number of shares of
the Company held:

299,600 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 (current)
June 2021
Director of Scala Communications, Inc. (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 president and in other executive roles at Scala and subsidiaries where he has contributed to the growthof corporate value. 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.
Candidate No.

2

Number of shares of
the Company held:

138,100 shares

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.
July 2011(currently Scala Communications, Inc.)
December 2011 Director & President of Digi-Ana Communications Inc. (currently
Scala Communications, Inc.)
September 2013 Director of the Company
September 2019 Senior Executive Officer of the Company (current)
March 2020
Representative Director of LEOCONNECT Inc. (current)
June 2020
Representative Director of Connect Agency 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.
- 12 -

Candidate No.

3

Number of shares of
the Company held:

85,500 shares

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
September 2019 Senior Executive Officer of the Company (current)
June 2021
Representative Director of Scala Communications, Inc. (current)
June 2021
President & CEO of Scala Next, Inc. (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 the 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:

35,200 shares

Shoichi Watanabe(Date of birth: May 23, 1962)

Re-elected
OutsideIndependent

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. (current)

Reason for the nomination
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
Matsumotokiyoshi Holdings Co., Ltd.

- 13 -

Candidate No.

5

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:

0 shares
Reason for the nomination
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.
Candidate No.

6

Sakka Kobayashi

New
OutsideIndependent(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)
November 2017 Registered as an attorney at law (admitted in Texas)
January 2020
Partner at Nishimura & Asahi (current)

Number of shares of
the Company held:

0 shares
Reason for the nomination
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- 14 -

Candidate No.

7

Number of shares of
the Company held:

Takeo Aida

New

(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(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 an Audit & Supervisory Board member. Shareholders are asked to elect Mr. Aida asa director to enable him to use this experience and knowledge to perform audits using professional skills and diverse
perspectives.
Candidate No.

8

Number of shares of
the Company held:

0 shares

Satoshi Ugajin

New
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)
Supervisory Officer of ESCON JAPAN REIT Investment
August 2016
Corporation (current)
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(current)

Reason for the nomination
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.

- 15 -

Candidate No.

9

Number of shares of
the Company held:

0 shares

Akihiro Yuki

New
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.
July 2018
Advisor of Block Co Plus Inc.
August 2019
President of Sunrise Co., Ltd. (current)
September 2019 Outside Audit & Supervisory Board member of the Company(current)
January 2020
CFO of Welltool Co., Ltd. (current)

Reason for the nomination
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.; CFO of Welltool Co.,Ltd.

- 16 -

Candidate No.

10

Number of shares of
the Company held:

2,500 shares

Takuto Kawanishi

New
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)
July 2015
Joined Nozomi Sogo Attorneys at Law
July 2016
Partner at Nozomi Sogo Attorneys at Law (current)
Outside Audit & Supervisory Board member of Rakuten Insurance
July 2018
Holdings Co., Ltd. (current)
September 2019 Outside Audit & Supervisory Board member of the Company (current)
June 2020
Outside Director of AICHI CORPORATION (current)

Reason for the nomination
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 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
Notes:
1. There are no special interests between each candidate and the Company.
2. Mr. Shoichi Watanabe, Mr. Masatoshi Kushizaki, Ms. Sakka Kobayashi, Mr. Satoshi Ugajin, Mr. Akihiro Yuki, and Mr. Takuto
Kawanishi 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 eight years and two years,
respectively, at the conclusion of this shareholders meeting. Terms of office as outside Audit & Supervisory Board membersof Mr. Satoshi Ugajin, Mr. Akihiro Yuki, and Mr. Takuto Kawanishi 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 and Mr. Masatoshi Kushizaki to limit their liability for damages under Paragraph 1,
Article 423 of the same act. The details of this agreement are stated on page 57 of the Business Report. If the reappointmentof each individuals is approved, the Company plans to continue the relevant agreement with each individuals. In addition, if
the appointment of Ms. Sakka Kobayashi, Mr. Satoshi Ugajin, Mr. Akihiro Yuki, and Mr. Takuto Kawanishi is approved, theCompany plans to enter into the relevant liability limitation agreement with these individuals.
(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 each of them as an independent director. As Ms. Sakka
Kobayashi satisfies the requirements for independent directors as stipulated by the Tokyo Stock Exchange, the Company plans
to designate her as an independent director if the appointment is approved.
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 57 of the Business Report. The insurance policy is scheduled to be renewed in March 2022, 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, 2021.
- 17 -

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 that individuals at the Scala Group and from outside the group are selected as director
candidates in a manner that achieves the proper composition of the board.
◎: Essential skills and professional expertise expected of directors〇: Outstanding skills and professional expertise
Candidates for Directors

Norikatsu Seiichi Hideaki Shoichi Masatoshi
Sakka
Nagino Kiyomi
Nitta Watanabe Kushizaki Kobayashi
Independent Independent
OutsideOutsideDirector
Director

Independent
OutsideDirector

Takeo
Aida

SatoshiUgajinAkihiro Takuto
Yuki Kawanishi

Independent Independent Independent
OutsideOutsideOutsideDirector
Director
Director

Long-term strategies
Key skills?1

Sustainability management
Inorganic growth
New business development
Management supervisionand monitoringKey
professional
expertise*2

IT/IoT/AI/DX
Finance, accounting andM&A
Legal affairs and risk
management

Committees

Nominations Committee
Remuneration Committee
Audit Committee*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- 18 -