Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4284
March 11, 2022
To our shareholders:
Akira Nagao
President and Representative Director
SOLXYZ Co., Ltd.
1-21 Shibaura 3-chome, Minato-ku, Tokyo

Notice of the 42nd Annual General Meeting of Shareholders
You are cordially invited to attend the 42nd Annual General Meeting of Shareholders (the “Meeting”) of
SOLXYZ Co., Ltd. (the “Company”), which will be held as indicated below.
Furthermore, from the perspective of ensuring the safety of shareholders and preventing the spreadof novel coronavirus disease (COVID-19), we ask that you refrain from attending the Meeting on theday, regardless of the condition of your health, and consider exercising your voting rights in writingor via the internet. Accordingly, please review the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by no later than 5:30 p.m. on Monday,
March 28, 2022 (JST).

1. Date and Time:

Tuesday, March 29, 2022, at 10:00 a.m. (JST)

2. Venue:

La Salle Royale, second basement floor, AURUM
26-2 Higashi Ueno 1-chome, Taito-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported(1) The Business Report and the Consolidated Financial Statements for the 42nd
fiscal year (from January 1, 2021 to December 31, 2021), and the audit resultsof the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Committee(2) The Non-consolidated Financial Statements for the 42nd fiscal year (fromJanuary 1, 2021 to December 31, 2021)
Matters to be resolved< Company Proposals (Proposal Nos. 1 to 4) >Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Amendment to the Articles of Incorporation
Proposal No. 3: Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 4: Election of Five Directors Who Are Audit & Supervisory Committee Members< Shareholder Proposals (Proposal Nos. 5 and 6) >Proposal No. 5: Election of One Director Who Is an Audit & Supervisory Committee Member
Proposal No. 6: Acquisition of Own Shares-1-4. Notes Regarding the Exercise of Voting Rights
・ If there is no indication of a vote for or against any proposal, it shall be treated as an indication of avote “for” proposals submitted by the Company, and a vote “against” proposals submitted byshareholders.
・ If Proposal No. 4 (company proposal) and Proposal No. 5 (shareholder proposal) are both passed
and approved, the maximum number of Directors who are Audit & Supervisory Committee
Members prescribed by the Articles of Incorporation of the Company will be exceeded.
Accordingly, in principle, candidates who obtain a majority of consenting votes, including votes
submitted in writing and via electromagnetic means (the internet, etc.), will be elected, but if, as aresult of voting, the number of candidates who obtain a majority of consenting votes exceeds the
maximum number prescribed in the Articles of Incorporation, candidates will be elected in order,
starting with the candidate who has the most consenting votes, and continuing until the maximum
number of Directors who are Audit & Supervisory Committee Members, as prescribed in the
Articles of Incorporation, is reached.
- If you attend the Meeting, please submit the enclosed voting form at the reception desk.
- In accordance with the provisions of laws and regulations, and Article 15 of the Articles of Incorporation of the Company,
among the documents to be attached to the Notice of the 42nd Annual General Meeting of Shareholders, Notes toConsolidated Financial Statements and Notes to Non-consolidated Financial Statements are posted on the website of theCompany and therefore, they shall not be stated on the documents attached to this notice. Notes to Consolidated Financial
Statements and Notes to Non-consolidated Financial Statements are part of the Consolidated Financial Statements andNon-consolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Committee when
they prepared the audit report.
- Revisions to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements, and Non-consolidated Financial Statements will be announced on the Company’s website.
The Company’s website:-2-

https://www.solxyz.co.jp/

Reference Documents for the General Meeting of Shareholders
Company Proposal
Proposal No. 1:

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, while
striving to build stable management infrastructure, in pursuit of balanced corporate management.
The Company seeks to distribute dividends in accordance with its performance, with consideration todividend payout ratio, and maintains a policy of making the utmost effort to pay stable dividends on acontinual basis.
In accordance with this policy, the Company proposes to appropriate surplus for the fiscal year as follows:
Matters Regarding Year-end Dividend(1)Type of dividend property
Cash

(2)

Allotment of dividend property and aggregate amount thereof¥12.0 per common share of the Company
Total payment: ¥293,679,144(3)

Effective date of dividend of surplus
March 30, 2022

Company Proposal
Proposal No. 2:

Amendment to the Articles of Incorporation

1. Reasons for Proposal(1)

Since the revised provisions provided for in a proviso to Article 1 of the Supplementary
Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company will make amendments as follows, in order toprepare for the introduction of the system for providing informational materials for the general
meeting of shareholders in electronic format.

(i)Article 15, paragraph 1 of the proposed amendment stipulates that the Company shall takemeasures to provide information that constitutes the content of the reference documents for thegeneral meeting of shareholders, etc., in electronic format.

(ii) Article 15, paragraph 2 of the proposed amendment establishes a provision limiting the scope ofmatters that will be provided in paper-based documents delivered to shareholders who haverequested the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc., (Article 15 of the current Articles of Incorporation)
will no longer be required, they will be deleted.
(iv) Accompanying the aforementioned new establishment and deletion, supplementary provisions
regarding the effective date, etc., will be established.
(2)

In order to strengthen systems for audits by the Audit & Supervisory Committee and further
enhance corporate governance, the maximum number of Directors who are Audit & Supervisory
Committee Members in Article 19 of the Articles of Incorporation will be amended from four tofive, and thus increased by one.

-3-

2. Details of the Amendment
The details of the amendment are as follows:(Underlined sections indicate amended parts.)
Current Articles of Incorporation

Proposed Amendment(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 15. When the Company convenes a general meeting(Deleted)of shareholders, if it discloses information that is
to be stated or indicated in the reference
documents of the general meeting ofshareholders, business report, financial
statements and/or consolidated financial
statements through the internet in accordancewith the provisions prescribed by the Ministry ofJustice Order, it may be deemed that theCompany has provided this information toshareholders.
(Measures to Provide Information in Electronic Format, Etc.)(Newly established)

Article 15.
1. When the Company convenes a general meeting ofshareholders, it shall take measures to provide
information that constitutes the content of the reference
documents for the general meeting of shareholders, etc.,
in electronic format.
2. Among matters for which the measures for providing
information in electronic format will be taken, theCompany may exclude some or all of those mattersdesignated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date for voting rights.

(Number of Directors)(Number of Directors)

Article 19. The number of Directors (excluding Directors

Article 19. The number of Directors (excluding Directors

who are Audit & Supervisory Committee
Members) of the Company shall be no more than

who are Audit & Supervisory Committee
Members) of the Company shall be no more than11, and the number of Directors who are Audit
and Supervisory Committee Members shall be no11, and the number of Directors who are Audit
and Supervisory Committee Members shall be no

more than four.

more than five.

-4-

Current Articles of Incorporation(Newly established)

Proposed Amendment(Supplementary Provisions)
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the Articles
of Incorporation prior to the amendment and the new
establishment of Article 15 of the amended Articles ofIncorporation (Measures to Provide Information inElectronic Format, Etc.) shall take effect from
September 1, 2022, which is the date of enforcement of
the revised provisions provided for in a proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (the “Date of Enforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the Articles of Incorporation
prior to the amendment shall remain effective in relation
to any general meeting of shareholders held on a datewithin six months of the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have passed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-5-

Company Proposal
Proposal No. 3:

Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The term of office of all 11 Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of the Meeting. Therefore, the Company proposes the election of 11
Directors (excluding Directors who are Audit & Supervisory Committee Members).
With regard to this proposal, the Audit & Supervisory Committee has stated its opinion that all of thecandidates for Director (excluding Directors who are Audit & Supervisory Committee Members) are
qualified.
Candidates for Director (excluding Directors who are Audit & Supervisory Committee Members) are as
follows:
Candidate

Name

No.

Age

GenderCurrent position in the
Company

1

Akira Nagao

Re-election

67

Male

President andRepresentative Director

2Toshihiko Kayanuma

Re-election

63

Male

Managing Director

3

Yoshiaki Nagao

Re-election

62

Male

Managing Director

4

Hiroki Akiyama

Re-election

58

Male

Managing Director

5

Yoshio Komori

Re-election

62

Male

Director

6

Hiroki Kannari

Re-election

64

Male

Director

7

Hiroyuki Watanabe

Re-election

59

Male

Director

8

Toshiyasu Kabashima

Re-election

60

Male

Director

9

Kenya Eguchi

Re-election

54

Male

Director

10

Tsunekazu Ichikawa

Re-election

52

Male

Director

11

Motoko Kai

Re-election

49

FemaleDirector

Note: The respective ages stated for each candidate are current as of the date of the Meeting.

-6-

CandidateNo.

1

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Mar. 1983
Established Total System Consultant Co.,Ltd.
Director
Apr. 1997
Managing Director
Jan. 1998
Senior Managing Director andRepresentative of System Division of theCompany due to a merger between the
Company and Total System Consultant Co.,
Ltd.
Jan. 2000
Managing Director and Representative of
Business Division
Mar. 2000
Senior Managing Director andRepresentative of Business Division
Jan. 2004
Representative Director and Senior
Managing Officer
Mar. 2005
Representative Director and Senior Vice
1,119,448
President
Mar. 2006
President and Representative Director(current position)
Akira Nagao(Significant concurrent positions outside the Company)(February 23, 1955)
Chairman and Representative Director of FFSOL Co., Ltd.
Chairman and Representative Director of E.I.SOL Co., Ltd.
Re-election
Chairman and Director of Infinite Consulting Co., Ltd.
Chairman and Representative Director of NEUMANN Co.,
Ltd.
Chairman and Director of eXmotion Co., Ltd.
Chairman and Representative Director of CORE NEXT
Co., Ltd.
Director of ASWARE Co., Ltd.
Chairman and Representative Director of Fleekdrive Co.,Ltd.
Director of Ariadne International Consulting Co., Ltd.
[Reasons for nomination as candidate for Director]
Akira Nagao has served for the management of the Company group (the “Group”) since assuming the positionof President and Representative Director of the Company in 2006. He has played a leading role in
implementing management strategies of the Group, including strategic specialization of the Group companies,
promotion of a stock-type business, and working on cutting-edge technology such as FinTech and IoT. He is
expected to contribute to the Group’s further growth and increased medium- to long-term corporate value withhis abundant experience and track record. Therefore, the Company has nominated him as a candidate for
Director.
Name(Date of birth)-7-

CandidateNo.

2

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Nov. 1983
Joined the Company
Jan. 2005
General Manager of PMO Office ofBusiness Promotion Division
July 2007
Operating Officer
July 2007
General Manager of PMO Office andGeneral Manager of HR Development
OfficeApr. 2008
General Manager of PMO OfficeJan. 2009
Representative of Business Promotion
DivisionMar. 2011
DirectorJan. 2012
Representative of Business Promotion
Division and General Manager of Internal
Audit OfficeJan. 2013
Representative of Sales Promotion Division
151,500
and Representative of Business Promotion
DivisionJan. 2015
Representative of Sales Promotion Division
Toshihiko Kayanuma
Aug. 2016
Representative of Cloud Solution Division(March 6, 1959)
and Department Manager of Cloud Business
Development Department
Re-election
Jan. 2017
Representative of Cloud Solution Division
Mar. 2017Managing Director (current position)
Jan. 2020
Representative of Career Promotion
Division and General Manager of HR
Development OfficeJan. 2022
Representative of Sales Promotion Division(current position)(Significant concurrent positions outside the Company)
Director of E.I.SOL Co., Ltd.
Director of Fleekdrive Co., Ltd.
[Reasons for nomination as candidate for Director]
Toshihiko Kayanuma has acquired experience and a track record in various areas of the Group including
business promotion and PMO.
He has served in positions starting up new departments in the Company, namely as Representative of Cloud
Solution Division from 2016 and Representative of Career Promotion Division from 2020, and is engaged inorganizational reforms in the Sales Promotion Division of the Company, using his proven ability to put
organizations on a promising trajectory. He is expected to contribute to the Group’s further growth andincreased medium- to long-term corporate value with his wide range of experience. Therefore, the Company
has nominated him as a candidate for Director.
Name(Date of birth)-8-

Candidate
No.

3

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Aug. 1984
Joined the Company
Jan. 2004
General Manager of Finance 1st SI
Department
Jan. 2006
Deputy Representative of Business Division
and General Manager of Finance 1st SI
Department
Jan. 2008
Operating Officer
Jan. 2011
Department Manager of 1st FinanceBusiness Department of Business Division
Mar. 2014
Director
Apr. 2014
Deputy Representative of Business Division
152,308
Aug. 2016
Deputy Representative of SI & Solution
Division and Department Manager of 1st
Finance Business Department
Yoshiaki Nagao
Jan. 2017
Representative of SI & Solution Division(April 9, 1959)(current position)
Mar. 2017Managing Director (current position)
Re-election
Mar. 2020
Representative of Sales Promotion Division
Jan. 2021
Department Manager of Credit SI
Department (current position)(Significant concurrent positions outside the Company)
Director of Infinite Consulting Co., Ltd.
Director of Ariadne International Consulting Co., Ltd.
[Reasons for nomination as candidate for Director]
Yoshiaki Nagao has abundant experience and a track record in the credit-related system development of theGroup. Since assuming office as Representative of SI & Solution Division in 2017, he has played a leading rolein all aspects of the outsourced system development of the Company. In addition, since 2020, he has alsosupervised the Sales Promotion Division, and has focused on building more strategic and efficientorganizational systems. He is expected to contribute to the Group’s further growth and increased medium- tolong-term corporate value with his abundant experience and track record. Therefore, the Company has
nominated him as a candidate for Director.
Name(Date of birth)-9-

Candidate
No.

4

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Jan. 1987
Joined the Company
Apr. 2004
General Manager of Business Promotion
OfficeApr. 2008
Representative of Business Promotion
Division and General Manager of Business
Promotion OfficeJan. 2009
General Manager of Technical & Business
Promotion OfficeJan. 2011
Operating Officer
58,988Apr. 2011
General Manager of Planning & Control
Office and General Manager of Technical &Business Promotion Office
Hiroki Akiyama
Jan. 2013
General Manager of Planning & Control(January 25, 1964)
Office (current position)
Mar. 2015
Director
Re-election
Mar. 2020
Managing Director (current position)(Significant concurrent positions outside the Company)
Director of NEUMANN Co., Ltd.
[Reasons for nomination as candidate for Director]
Hiroki Akiyama has acquired experience and a track record in various areas of the Group including businessstrategy, management planning and publicity. He has led numerous measures to increase the Company’s
corporate value since assuming the position of Director in 2015, and has also responded appropriately as
Chairman of the Company’s Risk Management Committee, including measures to tackle the spread of COVID19. He is expected to contribute to the Group’s further growth and increased medium- to long-term corporate
value with his wide range of experience. Therefore, the Company has nominated him as a candidate for
Director.
Name(Date of birth)- 10 -

Candidate
No.

5

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Apr. 1978
Joined Nikko Securities Co., Ltd. (current
SMBC Nikko Securities Inc.)
Sept. 2005
Joined the Company
Jan. 2006
Deputy Representative of Finance Business
Division
July 2007
Operating Officer
Jan. 2011
Department Manager of 2nd FinanceBusiness Department of Business Division
Mar. 2011
Director (current position)
Apr. 2011
Deputy Representative of Business Division
Aug. 2016
Deputy Representative of SI & Solution
74,100
Division and Department Manager of 2nd
Finance Business Department
Jan. 2017
Deputy Representative of SI & Solution
Yoshio Komori
Division and Department Manager of(November 29, 1959)
Securities and Insurance Business
Department
Re-election
Jan. 2021
Deputy Representative of SI & Solution
Division and Representative of FinTech
Solution Division (current position)(Significant concurrent positions outside the Company)
Director of CORE NEXT Co., Ltd.
[Reasons for nomination as candidate for Director]
Based on his abundant experience acquired in securities-related system development, Yoshio Komori
supervised system development in the securities and insurance areas of the Group. In 2017, he built a highly
competitive organizational structure by consolidating the resources of securities and insurance systemdevelopment. In 2021, he established the FinTech Solution Division and has been performing a role actively
utilizing the resources of the Group to respond to accelerating demand relating to digital transformation in thefinancial industry. He is expected to contribute to the Group’s further growth and increased medium- to longterm corporate value with his abundant experience and track record. Therefore, the Company has nominatedhim as a candidate for Director.
Name(Date of birth)- 11 -

Candidate
No.

6

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Apr. 1980
Joined The Long-Term Credit Bank ofJapan, Limited (current Shinsei Bank,
Limited)July 2008
Joined the Company
Apr. 2009
Operating Officer
Apr. 2009
Deputy Representative of Control Division
and General Manager of Affiliate Company
Management Department
Apr. 2011
Deputy Representative of Control Division,
General Manager of Accounting
Department, and General Manager of
24,800Affiliate Company Management Department
Jan. 2012
General Manager of President’s OfficeJan. 2013
Deputy Representative of Control Division
Hiroki Kannari
and General Manager of General Affairs(August 3, 1957)
Department
Jan. 2015
Representative of Control Division (current
Re-election
position)Mar. 2017
Director (current position)(Significant concurrent positions outside the Company)
Audit & Supervisory Board Member of NEUMANN Co.,Ltd.
[Reasons for nomination as candidate for Director]
Since joining the Company, Hiroki Kannari has experienced various operations in the management andadministrative area including Planning & Control Office, Accounting Department and General Affairs
Department. Since 2015, he has served as Representative of Control Division. He is expected to contribute to
the Group’s further growth and increased medium- to long-term corporate value with his wide range ofexperience and insights into corporate management and financial and legal operations. Therefore, the Company
has nominated him as a candidate for Director.
Name(Date of birth)- 12 -

Candidate
No.

7

Name
(Date of birth)

Hiroyuki Watanabe(December 11, 1962)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
June 1996
Joined OGIS-RI Co., Ltd.
Sept. 2008
Senior Managing Director of eXmotion Co.,Ltd.
Dec. 2013
President and Director
Feb. 2017
President and Representative Director(current position)
Mar. 2019
Director of the Company (current position)(Significant concurrent positions outside the Company)
President and Representative Director of eXmotion Co.,
Ltd.

Number of theCompany’s
shares owned

40,000Re-election[Reasons for nomination as candidate for Director]
Hiroyuki Watanabe is Representative Director of eXmotion Co., Ltd., a company of the Group. eXmotion Co.,
Ltd., mainly engaged in IT consulting specialized in embedded software, has been a Tokyo Stock Exchange
Mothers-listed company since July 2018. He also contributes to the industry energetically, for example, as afounder of ET Software Design Robot Contest. He is expected to contribute to the Group’s further growth andincreased medium- to long-term corporate value with his superior insights and high name recognition.
Therefore, the Company has nominated him as a candidate for Director.

- 13 -

Candidate
No.

8

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Aug. 1991
Joined the Company
Jan. 2004
General Manager of Industrial 3rd SI
Department
Jan. 2006
General Manager of Finance 4th SI
Department
Jan. 2011
Operating Officer
Jan. 2011
Department Manager of Development
Business Department
6,680
Jan. 2017
Department Manager of ProductDevelopment Department
Toshiyasu Kabashima
Mar. 2020
Director (current position)(December 11, 1961)
Mar. 2020
Deputy Representative of SI & Solution
Division (current position)
Re-election(Significant concurrent positions outside the Company)
Director of NEUMANN Co., Ltd.
[Reasons for nomination as candidate for Director]
Toshiyasu Kabashima has acquired a track record in various development projects of the Group. With his
proven ability to raise the level of technological skills of the Fukuoka Regional Office to that of the Company’s
core near-shore business center, he has led the Product Development Department as a cross-sectional
development force. In 2020, he assumed the position of Deputy Representative of SI & Solution Division, andhe has been utilizing his insight in a wide range of development projects. He is expected to contribute to theGroup’s further growth and increased medium- to long-term corporate value with his abundant experience andtrack record. Therefore, the Company has nominated him as a candidate for Director.
Name(Date of birth)- 14 -

Candidate
No.

9

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Mar. 1992
Joined the Company
Jan. 2010
General Manager of Industrial 2nd SI
Department
Jan. 2015
Department Manager of 2nd Industrial
Business Department
Jan. 2016
Operating Officer
24,484Jan. 2017
Department Manager of Cloud Business
Development Department (current position)
Mar. 2020
Director (current position)
Kenya Eguchi
Mar. 2020
Deputy Representative of Cloud Solution(December 18, 1967)
Division (current position)
Jan. 2022
Representative of Cloud Solution DivisionRe-election(current position)[Reasons for nomination as candidate for Director]
Kenya Eguchi has been utilizing abundant experience in the industrial system development and acquired a trackrecord in the Group.
As Department Manager of Cloud Business Development Department since 2017, he has focused on acquiringcloud-driven development projects in addition to conventional outsourced system development projects,
achieving steady results. Since assuming the position of Representative of Cloud Solution Division in January2022, he has been working on further promoting the cloud business. He is expected to contribute to the Group’s
further growth and increased medium- to long-term corporate value with his abundant experience and trackrecord. Therefore, the Company has nominated him as a candidate for Director.
Name(Date of birth)- 15 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Oct. 1990
Joined the Company
Jan. 2013
General Manager of Technical & Business
Promotion Office (current position)
Jan. 2018
Operating Officer
Mar. 2020
Director (current position)
Jan. 2022
Representative of Career Promotion
Division and General Manager of HR
Development Office (current position)

Number of theCompany’s
shares owned

17,800Tsunekazu Ichikawa(May 24, 1969)10
Re-election[Reasons for nomination as candidate for Director]
Since joining the Company, Tsunekazu Ichikawa has demonstrated his technological capability in a number ofdevelopment projects. He has been engaged in the research and development since 2005. He has accumulated a
track record as a central person supporting the Company’s technological capabilities, including promoting the
FinTech Business, training engineers, and supporting existing development projects, particularly in relation totechnical research in areas such as AI, blockchains, and RPA. Since assuming the position of Representative ofCareer Promotion Division in January 2022, he has been working on the recruitment of human resources andimproving their development at the Group. He is expected to contribute to the Group’s further growth andincreased medium- to long-term corporate value with his abundant experience and track record. Therefore, theCompany has nominated him as a candidate for Director.

- 16 -

CandidateNo.

11

Notes:

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Sept. 1999
Joined the Company
Jan. 2015
General Manager of Accounting Department(current position)
Apr. 2019
Operating Officer
Mar. 2021
Director (current position)
Mar. 2021
Deputy Representative of Control Division(current position)(Significant concurrent positions outside the Company)
8,000
Audit & Supervisory Board Member of FFSOL Co., Ltd.
Auditor of E.I.SOL Co., Ltd.
Director (Audit & Supervisory Committee Member) of
Motoko Kai
eXmotion Co., Ltd.
(July 8, 1972)
Audit & Supervisory Board Member of CORE NEXT Co.,Ltd.
Re-election
Audit & Supervisory Board Member of Fleekdrive Co., Ltd.
Audit & Supervisory Board Member of Ariadne
International Consulting Co., Ltd.
[Reasons for nomination as candidate for Director]
Since joining the Company, Motoko Kai has been appropriately fulfilling her duties in the Accounting
Department. As General Manager of the Accounting Department since 2015, she has been implementing
various measures aimed at creating firm financial foundations for the Group. She is expected to contribute to
the Group’s further growth and increased medium- to long-term corporate value with her advanced expertise.
Therefore, the Company has nominated her as a candidate for Director.
Name(Date of birth)

1.

The Company is in a competitive relationship with FFSOL Co., Ltd. and E.I.SOL Co., Ltd., organizations
where Akira Nagao serves as Representative Director, in the contracting of system development, andoutsources its system development operation, etc. to these companies.

2.

The Company is outsourced system development operations by NEUMANN Co., Ltd., where Akira Nagao
serves as Representative Director, and guarantees its debts, etc.

3.

The Company is in a competitive relationship with CORE NEXT Co., Ltd., where Akira Nagao serves as
Representative Director, in the contracting of system development, and is outsourced and outsources systemdevelopment operations. The Company also guarantees debts, etc. of CORE NEXT Co., Ltd.

4.

The Company outsources the sales of its systems, as well as development operations and maintenance
operations, to Fleekdrive Co., Ltd., where Akira Nagao serves as Representative Director.

5.

There is no special interest between any other candidates for Director and the Company.

6.

The Company has entered into a directors and officers liability insurance (D&O) policy with an insurancecompany, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages arising from liability borne by the insured persons in the course of execution of their duties or claims
pertaining to the pursuit of such liability.
The candidates will be included in the insured persons under this insurance policy.
In addition, the Company intends to renew this policy with the same content when it is next due for renewal.

- 17 -

Proposal No. 4:

Election of Five Directors Who Are Audit & Supervisory Committee Members

The term of office of all four Directors who are Audit & Supervisory Committee Members will expire at
the conclusion of the Meeting. Therefore, the Company proposes the election of five Directors who are
Audit & Supervisory Committee Members, including one new candidate, in order to strengthen systems foraudit by the Audit & Supervisory Committee and further enhance corporate governance.
The consent of the Audit & Supervisory Committee has been obtained for this proposal.
Furthermore, this proposal shall take effect subject to the amendment to the Articles of Incorporation(Article 19) in Proposal No. 2 becoming effective.
Candidates for Director who is Audit & Supervisory Committee Member are as follows:
Candidate

Name

No.
1

Hozumi Ishida

Age

Re-election

72

GenderMale

Current position in the
Company
Director who is full-time
Audit & Supervisory
Committee Member

2

Kiyomi Nakata

Re-election

66

Male

Outside Director who is
Audit & Supervisory
Committee Member

3

Yuji Maeda

Re-election

63

Male

Outside Director who is
Audit & Supervisory
Committee Member

4

Yoshitaka Sano

Re-election

68

Male

Outside Director who is
Audit & Supervisory
Committee Member

5

Mitsuru Aoki

New election

64

Male

None

Note: The respective ages stated for each candidate are current as of the date of the Meeting.

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Candidate
No.

Name
(Date of birth)

Hozumi Ishida(January 20, 1950)
1

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1974
Joined The Long-Term Credit Bank ofJapan, Limited (current Shinsei Bank,
Limited)Jan. 2002
Joined the Company
Jan. 2005
Operating Officer and General Manager ofPlanning & Control Office
Mar. 2011
Full-time Audit & Supervisory Board
MemberMar. 2016
Director who is full-time Audit &Supervisory Committee Member (current
position)

Number of theCompany’s shares
owned

28,600Re-election[Reasons for nomination as candidate for Director who is Audit & Supervisory Committee Member]
Hozumi Ishida gained experience in operational planning, system development, etc., at a financial institution,then joined the Company in January 2002. Subsequently, he served in positions such as General Manager of the
Planning & Control Office, before being appointed full-time Audit & Supervisory Board Member in March
2011, then serving in his current position as full-time Audit & Supervisory Committee Member from March
2016.
Through his professional experience, he has gained wide-ranging insight into areas such as corporate planning,finance and accounting, and system development, and since being appointed full-time Audit & Supervisory
Board Member and Audit & Supervisory Committee Member of the Company, he has appropriately fulfilled his
duties as Director through such means as attending meetings of the Board of Directors and other important
meetings, and providing his opinions as necessary.
Based on the above, the Company has judged that he will be able to continue appropriately supervising thefulfillment of duties by Directors of the Company as Audit & Supervisory Committee Member of the Company.

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CandidateNo.

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
July 1999
Retired from Tokyo Regional Taxation
BureauSept. 1999
Established Nakata Certified Public Tax
Accountant Office (current position)
July 2008
Established Nakata Certified Public Tax
Accountant Corporation
Mar. 2013
Outside Audit & Supervisory Board
27,700Member of the Company
Mar. 2016
Outside Director who is Audit &Supervisory Committee Member (current
Kiyomi Nakata
position)(April 16, 1955)(Significant concurrent positions outside the Company)
Representative of Nakata Certified Public Tax Accountant
Re-election
Office[Reasons for nomination as candidate for outside Director and summary of expected role]
Kiyomi Nakata has many years of experience as a certified public tax accountant at the Tokyo Regional Taxation
Bureau, etc., and following his appointment as outside Audit & Supervisory Board Member of the Company inMarch 2013, he was appointed outside Director who is an Audit & Supervisory Committee Member in March2016. Subsequently, he has used his wide range of knowledge and experience to provide appropriate guidancefor decision-making by the Board of Directors.
The Company has judged that he may be expected to continue fulfilling a role in advising and supervising themanagement of the Company based on his wide-ranging insight and abundant experience, and has therefore
nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member andproposes his election.
In addition, if he is re-elected, the Company expects that he will play a role in enhancing objectivity inprocedures for making decisions related to nomination and remuneration as a member of the Audit &Supervisory Committee.
He has never in the past been involved in the management of a company except as an outside officer. However,
the Company judges he will appropriately fulfill his duties as outside Director who is an Audit & Supervisory
Committee Member based on the above reasons.
Name(Date of birth)- 20 -

Candidate
No.

Name
(Date of birth)

Yuji Maeda(October 18, 1958)
3

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
July 2000
Established Maeda Certified Public
Accountant Office (current position)
Mar. 2016
Outside Director who is Audit &Supervisory Committee Member of theCompany (current position)(Significant concurrent positions outside the Company)
Representative of Maeda Certified Public Accountant
OfficePartner of Grant Thornton Taiyo LLC
Director of One Nine Consulting Co., Ltd.

Number of theCompany’s shares
owned

8,100

Re-election[Reasons for nomination as candidate for outside Director and summary of expected role]
Yuji Maeda has expert knowledge and many years of experience as a certified public accountant, and since his
appointment as outside Director who is an Audit & Supervisory Committee Member in March 2016, he has
conducted audits from a wide-ranging and advanced perspective, and has used his abundant knowledge andexperience to provide appropriate guidance for decision-making by the Board of Directors.
The Company has judged that he may be expected to continue fulfilling a role in advising and supervising themanagement of the Company based on his wide-ranging insight and abundant experience, and has therefore
nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member andproposes his election.
In addition, if he is re-elected, the Company expects that he will play a role in enhancing objectivity inprocedures for making decisions related to nomination and remuneration as a member of the Audit &Supervisory Committee.

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Candidate
No.

Name
(Date of birth)

Yoshitaka Sano
(September 28, 1953)

4

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
July 1991
Established Sano Certified Public
Accountant Office (current position)
Mar. 2002
Outside Audit & Supervisory Board
Member of the Company
Mar. 2018
Outside Director who is Audit &Supervisory Committee Member (current
position)(Significant concurrent positions outside the Company)
Representative of Sano Certified Public Accountant Office
Audit & Supervisory Board Member of Sinyo Corporation
Auditor of IDX Co., Ltd.

Number of theCompany’s shares
owned

34,136

Re-election[Reasons for nomination as candidate for outside Director and summary of expected role]
Yoshitaka Sano has many years of experience as a certified public accountant, and he was appointed to theposition of outside Audit & Supervisory Board Member of the Company in March 2002, in order to utilize his
expert knowledge and experience. Subsequently, he retired once in 2015, but since his appointment as outside
Director who is an Audit & Supervisory Committee Member in March 2018, he has conducted audits from awide-ranging and advanced perspective, and has used his abundant knowledge and experience to provide
appropriate guidance for decision-making by the Board of Directors.
The Company has judged that he may be expected to continue fulfilling a role in advising and supervising themanagement of the Company based on his wide-ranging insight and abundant experience, and has therefore
nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member andproposes his election.
In addition, if he is re-elected, the Company expects that he will play a role in enhancing objectivity inprocedures for making decisions related to nomination and remuneration as a member of the Audit &Supervisory Committee.
He has never in the past been involved in the management of a company except as an outside officer. However,
the Company judges he will appropriately fulfill his duties as outside Director who is an Audit & Supervisory
Committee Member based on the above reasons.

- 22 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1981
Joined FUJITSU LIMITED
Apr. 2010
General Manager of Mizuho Business
Division
Jun. 2014
Executive Officer of FUJITSU FSAS INC.
Apr. 2017Managing Director(Significant concurrent positions outside the Company)
None

Number of theCompany’s shares
owned

0

Mitsuru Aoki
(June 3, 1957)

5

New election[Reasons for nomination as candidate for outside Director and summary of expected role]
Mitsuru Aoki has many years of insight and experience in the SI business developed at a major IT company, as
well as experience as an officer of an operating company, as described in his career summary. Based on his
abundant knowledge and experience, particularly in relation to the SI business, the Company has judged that heis a necessary person to enhance the corporate value of the Group, and therefore proposes his election newly as
an outside Director who is an Audit & Supervisory Committee Member.
In future, the Company expects that he will play a role in supervising and auditing all aspects of corporate
operations and risk management utilizing his abundant experience, and also play a role in enhancing objectivity
in procedures related to nomination and remuneration, as Audit & Supervisory Committee Member.
Notes:

1.

There is no special interest between any of the candidates and the Company.

2.

Kiyomi Nakata, Yuji Maeda, Yoshitaka Sano, and Mitsuru Aoki are candidates for outside Director.

3.

At the conclusion of the Meeting, Mr. Nakata’s tenure since assuming office as Director who is Audit &Supervisory Committee Member of the Company will have been six years.

4.

At the conclusion of the Meeting, Mr. Maeda’s tenure since assuming office as Director who is Audit &Supervisory Committee Member of the Company will have been six years.

5.

At the conclusion of the Meeting, Mr. Sano’s tenure since assuming office as Director who is Audit &Supervisory Committee Member of the Company will have been four years.

6.

The Company and Mr. Nakata entered into a corporate tax accountant contract as of November 1, 1999, but it
was cancelled upon his assumption of office as outside Audit & Supervisory Board Member of the Company inMarch 2013.
Since the amount of the contract was less than 0.01% of the Company’s consolidated net sales, andinsignificant from our business scale point of view, it is considered to have had no material impact on his
independence as outside Director.

7.

The Company and Mr. Sano entered into a consulting contract concerning M&As, business alliances and otherstrategic investment deals as of December 1, 2016, but it was cancelled upon his assumption of office as
Director who is Audit & Supervisory Committee Member of the Company in March 2018.
Since the amount of the contract was less than 0.01% of the Company’s consolidated net sales, andinsignificant from our business scale point of view, it is considered to have had no material impact on his
independence as outside Director.

8.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Nakata, Mr. Maeda and Mr.
Sano have been designated as independent officers as provided for by the aforementioned exchange. If the reelection of these individuals is approved, the Company plans for their designation as an independent officer tocontinue.

9.

Mr. Aoki satisfies the criteria for independent officers as provided for by the Tokyo Stock Exchange, Inc., andif his election is approved, the Company plans to designate him as an independent officer.

10. The Company has entered into a directors and officers liability insurance (D&O) policy with an insurancecompany, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages arising from liability borne by the insured persons in the course of execution of their duties or claims
pertaining to the pursuit of such liability.

- 23 -

The candidates will be included in the insured persons under this insurance policy.
In addition, the Company intends to renew this policy with the same content when it is next due for renewal.

[Reference] “Independence Standards for Outside Directors” of the Company
1. The Company sets forth these standards as criteria for designating outside Directors of the Company(*1) as “independent officers” as stipulated in the Securities Listing Regulations of the Tokyo Stock
Exchange.
2. Persons who do not fall under any of the criteria (i) through (viii) set forth below shall, in principle, bedeemed not to have any material interests in the Company, and may be designated as independent
officers.
(i)Persons who execute business (“executives”) for the Company or the Group (*2).

(ii) Persons for whom the Company is a major business partner (*3) or executives thereof.
(iii) Major business partners of the Company or executives thereof.
(iv) Consultants, certified public accountants, attorneys, or other professionals who receive
remuneration other than officer remuneration from the Company, and for whom the aggregate
amount of remuneration paid other than officer remuneration from the Company in the most recent
fiscal year exceeds ¥10 million; provided, however, that even when the amount of remuneration is¥10 million or less, it shall be treated as a significant amount of remuneration in cases when it
exceeds 50% of the annual income of those persons.
(v)

Major shareholders of the Company (those directly or indirectly holding 10% or more of the total
voting rights) or executives thereof.

(vi) Persons from organizations with which there is a relationship of mutual appointment of outside
officers.
(vii) Persons who, in the ten years prior to their appointment, fell under category (i), and persons who
fell under any of the categories (ii) through (vi) in the one year prior to the appointment.
(viii) Relatives within the second degree of kinship of any of the persons listed in the above categories(i) through (vii) (limited only to those in important positions (*4)).
* 1. “Outside Directors” are as defined in the Companies Act. (Article 2, item (xv) of the Companies Act)* 2. “Executives” refer to Directors other than outside Directors (excluding Directors who are Audit &Supervisory Committee Members), Operating Officers, and employees.
* 3. “Major business partners” refer to cases when the amount of transactions exceeds 2% of annual
consolidated net sales in the most recent fiscal year.
* 4. “Persons in important positions” refer to Directors, Operating Officers, and other persons of General
Manager rank or higher who execute important business operations.

- 24 -

Proposal Nos. 5 and 6 have been submitted by one shareholder (number of voting rights: 650).
The Board of Directors opposes both the proposals submitted by the shareholder.
The content of and reasons for each proposal are provided as written on the shareholder proposal form
submitted by the proposing shareholder, excluding some minor spelling and notation matters and theomission of a photograph.
Shareholder Proposal
Proposal No. 5:

Election of One Director Who is an Audit & Supervisory Committee Member

Candidate for Director< Note from the Company: A photograph of the candidate has been omitted, with the consent of the
proposing shareholder. >Name(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Mar. 2003

Tomoki Maeda(April 30, 1980)

Apr. 2003
Nov. 2006
Sept. 2008
Apr. 2011
Oct. 2018

Graduated from College of Policy Science,
Ritsumeikan University
Joined Future Venture Capital Co., Ltd.
Outside Director of Medicine Plus Co., Ltd.
Joined SBI Investment Co., Ltd.
Hyogo Prefectural Assembly Member, Three
Terms (current position)
Representative Partner, Catalyst LLC (current
position)

Number of theCompany’s shares
owned

65,000Reasons for nomination as candidate for Director:
The candidate has participated in many venture investments and management meetings as a venture capitalist, andpossesses insight regarding management and business from an investor’s perspective. In addition, he has also monitored
and supervised public administration as a prefectural assembly member, and possesses an abundant and diverse range of
insights related to governance from his experience as an outside director.
The skill set of the three outside Directors of the Company is concentrated in the taxation and accounting fields, and when
their service as outside Audit & Supervisory Board Members is included, their terms in office are becoming prolonged.
Therefore, an improvement in the composition is required.
The candidate in this proposal is qualified to enhance corporate value from an investor’s perspective, strengthen the start-up
investment and incubation business utilizing his experience as a venture capitalist, and strengthen monitoring functions as
an outside Director elected via shareholder proposal.

- 25 -

< Views of the Board of Directors in relation to Proposal No. 5 >The Board of Directors of the Company “opposes this proposal” for the following reasons.
As a company with audit and supervisory committee, the Company intends to propose the election of fivecandidates (of whom four are candidates for outside Director) in the proposal concerning the election of
Directors who are Audit & Supervisory Committee Members (Proposal No. 4), which is a company
proposal.
This will increase the number of candidates for outside Director by one, to four candidates, and as all fourcandidates fulfill the standards for independent officers as provided for by the Tokyo Stock Exchange,
Inc., the Company believes that it will be able to build a structure that will further strengthen corporate
governance functions.
The three candidates who will be re-elected possess highly specialized insight in the professional fields ofaccounting and taxation, as well as experience in a wide range of operational fields. In their activities todate, these candidates have also sufficiently fulfilled the roles and responsibilities expected of them,including providing appropriate monitoring and advice on management from the perspective of
maintaining and enhancing corporate governance systems, and enhancing corporate value over the
medium- to long-term.
In addition, the one candidate for new election possesses wide-ranging insight and experience in the SI
business and corporate management, and the Company expects that he will provide supervision andadvice that will contribute to enhancing the corporate value of the Group.
Accordingly, the Company believes that the structure of the Board of Directors based on the company
proposal for the election of Directors who are Audit & Supervisory Committee Members is the optimal
structure for ensuring the effectiveness of corporate governance and maximizing corporate value, and theBoard of Directors of the Company thus opposes this proposal.

- 26 -

Shareholder Proposal
Proposal No. 6:

Acquisition of Own Shares

Outline of Subject:
Pursuant to the provisions of Article 156, paragraph (1) of the Companies Act, the Company will acquire amaximum of up to 700,000 shares of the Company’s common shares for a total acquisition amount of up to¥300 million (provided, however, that if the total acquisition amount permitted by the Companies Act (the“Distributable Amount” as set forth in Article 461 of the Companies Act) is less than this amount, it shallbe the maximum acquisition amount permitted by the Companies Act), in exchange for the delivery of cash,
within 150 days of the conclusion of the Meeting.
Key Points of Proposal:
Japan, a country where share prices rise less than the US.
I believe that one of the main reasons is because of the low proportion of share repurchases within total
payout ratio by dividends and share repurchase.
As shown below, Japanese companies use shareholder return policies that are weighted toward dividends.
2019Companies in S&P 500

Dividends 41%: Share repurchases 59%

FY2019Companies listed on First Section of TSE Dividends 65%: Share repurchases 35% *Source(* Source: “Advantages Associated With Long-Term Investments in US Stocks,” Masatoshi Kikuchi)
As shareholder returns, the Company announced a dividend increase twice in the previous fiscal year,
and its dividend payout ratio was 27% with these dividend increases alone.
In order to increase market capitalization, it is necessary to take steps to increase the proportion of share
repurchases and increase EPS (earnings per share), which shareholders will benefit from over the longterm.
In addition, I believe that the proportion of dividends and share repurchases in the total payout ratio
should be determined while taking into consideration factors such as the price-to-earnings (P/E) ratio,
price/earnings-to-growth (PEG) ratio and price-to-book ratio (PBR). The Company’s market
capitalization remains based on a market valuation as a low-growth SIer. The increase in the P/E ratio asa result of the Company’s future increase in the proportion of earnings from cash cow businesses and its
expansion into the edge computing domain, as well as its medium-term management plan, in which
ordinary profit will increase significantly, from the target of ¥1.1 billion for the fiscal year ended
December 31, 2021, to ¥1.7 billion for the fiscal year ending December 31, 2023, are not being
appropriately valued. This proposal concerns a proactive share repurchase as an investment, taking
advantage of the current low market valuation as a chance to increase EPS at low cost.
In addition, this proposal is also a necessary measure for maintaining a listing on the Prime Market.
In the “Plan for Compliance With the Listing Standards for the New Market Segments” announced by
the Company in November 2021, the tradable share market capitalization of the Company was ¥6.56
billion, which is lower than the criteria of ¥10.0 billion for the Prime Market.
In the same plan, a three-year historical average P/E ratio of 30.4 times was used in the calculation of thetheoretical share price, but I believe this is optimistic, taking into consideration the P/E ratios ofcomparable companies and industry peers, as well as the current level of the Company’s P/E ratio.
Accordingly, in order to comply with the Prime Market, the Company must increase its EPS throughcontinuous share repurchases, in addition to the four initiatives in the plan.
As of September 30, 2021, the Company had good financial foundations, with cash and deposits of¥5,343 million and trade notes receivable and accounts receivable of ¥1,886 million, for an aggregate
amount of ¥7,229 million, compared with trade notes payable and accounts payable of ¥429 million andshort-term and long-term borrowings of ¥1,799 million, for an aggregate amount of ¥2,228 million. In
addition, even taking into consideration recent statements of cash flows and growth investments, it isfully possible for the Company to allocate capital of ¥300 million for a share repurchase.
- 27 -

I actually believe that the Company should conduct a share repurchase of ¥600 million, but I am
proposing half of that amount in this proposal, and will entrust the remainder to the Board of Directors todecide after identifying circumstances in businesses and the market environment.
< Views of the Board of Directors in relation to Proposal No. 6 >The Board of Directors of the Company “opposes this proposal” for the following reasons.
The Company recognizes that the acquisition of its own shares, as described in this shareholder proposal,
is a powerful method for returning profits to shareholders alongside dividend measures, and it also
believes it will contribute to enhancing capital efficiency. In addition, the Company is also aware thatsome level of positive effect can be expected on the equity market.
On the other hand, the acquisition of its own shares may have a negative impact on the tradable sharemarket capitalization through the reduction of the number of tradable shares, and as the Company aims toincrease its tradable share market capitalization, it believes it must consider the timely and appropriate
timing, number of shares, and amount for the acquisition of its own shares, while sufficiently taking into
consideration its management circumstances and the market environment.
In accordance with the provisions of the Company’s Articles of Incorporation, it is possible for theCompany to flexibly acquire its own shares by resolution of the Board of Directors, and the Board of
Directors of the Company has therefore judged that it is not necessary to separately pass a resolution at a
General Meeting of Shareholders in relation to its own shares, as requested by the proposing shareholder.
Accordingly, the Board of Directors of the Company opposes this proposal.

- 28 -