[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities Code: 1951
Date of sending by postal mail: June 2, 2023
Start date of measures for electronic provision: May 29, 2023
To Our Shareholders:
Tetsuya Funabashi
President and Representative Director
EXEO Group, Inc.
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 69th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 69th Ordinary General Meeting of Shareholders of EXEO
Group (the “Company”) will be held on June 23, 2023, as described hereunder.
In convening this General Meeting of Shareholders, the Company has taken measures forproviding information that constitutes the content of reference documents for the general meetingof shareholders, etc. (matters for which measures for providing information in electronic format
are to be taken) in electronic format, and has posted the information on each of the following
websites. Please access either of the websites to view the information.
The Company’s Website:
https://www.exeo.co.jp/ir/kabushiki.html#ir_kabushiki_meeting (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/1951/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “EXEO Group” in“Issue name (company name)” or the Company’s securities code “1951” in “Code,” and click“Search.” Then, click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here foraccess” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”)
We will be livestreaming this General Meeting of Shareholders, so please consider utilizing thisservice on the day, upon having exercised your voting rights beforehand in writing or via the Internet
or other means.
With regard to exercising voting rights in writing or via the Internet or other means, pleaseexamine the accompanying Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. on Thursday, June 22, 2023.

-1-

[Translation]

Meeting Details
1. Date and Time:
2. Venue:

Friday, June 23, 2023 at 10:00 a.m. (JST)(The reception desk opens at 9:00 a.m.)
29-20, Shibuya 3-chome, Shibuya-ku, Tokyo
EXEO Group 3F Conference Room

3. Purposes:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 69th Fiscal Year(from April 1, 2022 to March 31, 2023) and Reports of Audit on the Consolidated
Financial Statements by Accounting Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 69th Fiscal Year (from April 1, 2022
to March 31, 2023)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Twelve (12) Directors
Proposal 2:
Election of Two (2) Audit & Supervisory Board Members
Proposal 3:-2-

[Translation]

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Appropriation of Surplus

The Company regards profit distribution to shareholders as an important managerial issue and,regarding the appropriation of surplus, we set the dividend on equity ratio (DOE) as an indicatorand our basic policy is to continue issuing stable dividends.
Based on this policy, we propose the following year-end dividend setting our target DOE at 3.5%
for the fiscal year under review:
Matters concerning the year-end dividend
1.

Type of dividend assets
Cash

2.

Matters concerning allocation of dividend assets and the total amount
Dividend per common share of the Company:¥51
Total amount of dividends¥5,459,719,728

3.

Effective date of dividend from surplus
Monday, June 26, 2023

-3-

[Translation]

Proposal 2:

Election of Twelve (12) Directors

The terms of office of all eleven (11) Directors will expire at the conclusion of this General
Meeting of Shareholders. In order to further enhance and strengthen the management system, theCompany proposes to increase the total number of Directors by one (1) and elect twelve (12)Directors.
The Company has selected the candidates for these positions in consultation with and based on
the recommendation of the Nominating Committee.
The candidates for these positions are as follows:
No.

Name

Positions and areas of Term served Board of Directors
responsibility
as Director meeting attendanceReelection

President andRepresentative Director

5 years

14/14

Reelection

Director and Executive
Operating Officer
General Manager ofCorporate Planning
Division

3 years

14/14

Reelection

Director and Executive
Operating Officer
General Manager ofElectrical, Environment,
and Smart Energy
Headquarters

1 year

10/10

Reelection

Director and Managing
Operating Officer
General Manager ofGroup Business
Promotion Division

6 years

14/14

Takafumi Sakaguchi Reelection

Director and Managing
Operating Officer
Representative of WestJapan Head Office andBranch Manager of
Kansai Branch

2 years

14/14

Fumitoshi Imaizumi Reelection

Director and Managing
Operating Officer
General Manager of
Global Business
Division

1 year

10/10

7

Shigeki Hayashi

New

Operating Officer,
General Manager of
Accounts & Finance
Division and CFO

–

–

8

Yasushi Kohara

Reelection

OutsideDirector
Independent

5 years

14/14

9

Naoko Iwasaki

Reelection

OutsideDirector
Independent

4 years

14/14

1

2

3

4

5

6

Tetsuya Funabashi

Koichi Mino

Noriyuki Watabe

Yuichi Koyama-4-[Translation]

No.

Name

Positions and areas of Term served Board of Directors
responsibility
as Director meeting attendance

10

Tatsushi Mochizuki

Reelection

OutsideDirector
Independent

3 years

14/14

11

Keiji Yoshida

Reelection

OutsideDirector
Independent

2 years

14/14

12

Tomoko Aramaki

–

14/14

New

Outside Audit & Supervisory
Independent Board Member-5-[Translation]

No. 1

Tetsuya Funabashi(December 9, 1956)

Number of theCompany’s shares held:
33,500(Career summary, positions and areas of responsibility)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)

June 2010

Senior Vice President, Head of Customer Services, NTT
Communications Corporation

June 2014

Senior Executive Vice President, NTT Communications
Corporation

Aug. 2016

Senior Executive Vice President, Head of Customer Services, NTT
Communications Corporation

June 2017

Senior Executive Vice President, NTT Communications
Corporation

June 2018

Vice President and Representative Director, EXEO Group, Inc.

June 2019

President and Representative Director, EXEO Group, Inc. (present
position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Tetsuya Funabashi has abundant experience and insight, and has led theTerm served as Director of management of the Group as Representative Director, driving the Group throughstrong leadership in the creation and expansion of the solutions business both in
the Company:
5 years (at the conclusion of Japan and overseas, and increasing productivity through structural reform anddigital transformation, and the Company believes that he is the appropriate person
this General Meeting of
to continuously increase corporate value and has nominated him as a candidate for
Shareholders)reelection.

-6-

[Translation]

No. 2

Koichi Mino
(November 15, 1960)

Number of theCompany’s shares held:
28,800(Career summary, positions and areas of responsibility)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)

June 2011

Branch Manager of Hokkaido Branch, NIPPON TELEGRAPH
AND TELEPHONE EAST CORPORATION

July 2014

General Manager of NTT Sales Division, NTT Business
Headquarters, EXEO Group, Inc.

June 2015

Operating Officer, General Manager of NTT Business
Headquarters, EXEO Group, Inc.

June 2017Managing Operating Officer, General Manager of NTT Business
Headquarters, and NTT Sales Division, NTT Business
Headquarters, EXEO Group, Inc.

June 2020

Director and Managing Operating Officer, General Manager ofCorporate Planning Division, EXEO Group, Inc.

June 2022

Director and Executive Operating Officer, General Manager ofCorporate Planning Division, EXEO Group, Inc. (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Term served as Director of Mr. Koichi Mino has abundant experience and insight in the telecom industry, andhas held positions as General Manager of NTT Business Headquarters and as
the Company:
3 years (at the conclusion of General Manager of Corporate Planning Division, taking strong leadership topromote the business expansion and to strengthen the earning capability, etc. of
this General Meeting of
the Group, and the Company believes that he is the appropriate person to
Shareholders)continuously increase corporate value and has nominated him as a candidate forreelection.

-7-

[Translation]

No. 3

Noriyuki Watabe(July 28, 1958)

Number of theCompany’s shares held:
11,000(Career summary, positions and areas of responsibility)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2023:
10/10 times (100%)Term served as Director of
the Company:
1 year (at the conclusion ofthis General Meeting of
Shareholders)

Sep. 1985

Joined EXEO Group, Inc.

June 2017

Operating Officer, General Manager of Corporate Sales
Department, Electric Division, Electrical & Telecoms
Engineering/Environmental Projects Headquarters, and General
Manager of Public Works Sales Department, Electric Division,
Electrical & Telecoms Engineering/Environmental Projects
Headquarters, EXEO Group, Inc.

July 2017

Operating Officer, Deputy General Manager of Electric Division,
Electrical & Telecoms Engineering/Environmental Projects
Headquarters, EXEO Group, Inc.

June 2019

Managing Operating Officer, General Manager of Electrical &Telecoms Engineering/Environmental Projects Headquarters, andGeneral Manager of Electric Division, Electrical & Telecoms
Engineering/Environmental Projects Headquarters, EXEO Group,
Inc.

June 2020

Executive Operating Officer, General Manager of Electrical &Telecoms Engineering/Environmental Projects Headquarters,
EXEO Group, Inc.

Apr. 2022

Executive Operating Officer, General Manager of Electrical &Telecoms Engineering/Environmental Projects/Smart Energy
Headquarters, EXEO Group, Inc.

June 2022

Director and Executive Operating Officer, General Manager ofElectrical & Telecoms Engineering/Environmental Projects/Smart
Energy Headquarters, EXEO Group, Inc. (present position)

Note: Mr. Noriyuki Watabe
was elected as Director at the(Important concurrent positions)
68th Ordinary General
N/A
Meeting of Shareholders
held at June 24, 2022. As a (Reasons for nomination as candidate for Director)
Mr. Noriyuki Watabe has abundant experience and insight in the urban and social
result, his record of
infrastructure industry, taking strong leadership as the General Manager ofattendance at Board of
Directors meetings included Electrical & Telecoms Engineering/Environmental Projects/Smart Energy
only the meetings that were Headquarters to contribute to the expansion of the Company’s urban infrastructurebusiness, and the Company believes that he is the appropriate person toheld after June 24, 2022.
continuously increase corporate value and has nominated him as a candidate forreelection.

-8-

[Translation]

No. 4

Yuichi Koyama(October 6, 1959)

Number of theCompany’s shares held:
20,300(Career summary, positions and areas of responsibility)
June 2013

General Manager of Office Users Business Division, Corporate
Sales Promotion Headquarters, NIPPON TELEGRAPH AND
TELEPHONE EAST CORPORATION

June 2014

Senior Vice President, Deputy General Manager of Corporate Sales
Promotion Headquarters and Office Users Business Division,
Corporate Sales Promotion Headquarters, NIPPON TELEGRAPH
AND TELEPHONE EAST CORPORATION

June 2016

Managing Operating Officer, General Manager of Communication& Business Network Headquarters, EXEO Group, Inc.

June 2017

Director and Managing Operating Officer, General Manager ofCommunication & Business Network Headquarters, EXEO Group,
Inc.

June 2019

Director and Managing Operating Officer, General Manager ofGroup Business Promotion Division, EXEO Group, Inc. (present
position)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)Term served as Director of
the Company:
6 years (at the conclusion ofthis General Meeting of
Shareholders)(Important concurrent positions)Audit & Supervisory Board Member, NIPPON DENTSU CO., LTD.
Audit & Supervisory Board Member, Seibu Electric Industry Co., Ltd.
(Reasons for nomination as candidate for Director)
Mr. Yuichi Koyama has abundant experience and insight in the telecom industry
and executive management, and has held positions as General Manager of theCommunication & Business Network Headquarters and as General Manager of theGroup Business Promotion Division, promoting business expansion anddevelopment across the entire Group, and the Company believes that he is theappropriate person to continuously increase corporate value and has nominatedhim as a candidate for reelection.

-9-

[Translation]

No. 5

Takafumi Sakaguchi(March 20, 1964)

Number of theCompany’s shares held:
6,300(Career summary, positions and areas of responsibility)
June 2015

President and Representative Director, NTT NEOMEITCORPORATION

June 2016

Member of the Board, NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION
President and Representative Director, NTT NEOMEITCORPORATION

June 2017

Member of the Board; Executive Manager, Service Management
Department, Plant Headquarters, NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION

June 2019

Member of the Board; Executive Manager, Service Management
Department, Plant Headquarters, NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION
President and Representative Director, NTT FIELDTECHNO
CORPORATION

Candidate for Reelection

June 2020

Managing Operating Officer, Representative of West Japan Head
Office, Branch Manager of Kansai Branch, and Deputy General
Manager of ICT Solutions Headquarters, EXEO Group, Inc.

Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)

June 2021

Director and Managing Operating Officer, Representative of WestJapan Head Office, Branch Manager of Kansai Branch, and Deputy
General Manager of ICT Solutions Headquarters, EXEO Group,
Inc.

Term served as Director of June 2022 Director and Managing Operating Officer, Representative of WestJapan Head Office and Branch Manager of Kansai Branch, EXEO
the Company:
Group, Inc. (present position)
2 years (at the conclusion of(Important concurrent positions)this General Meeting of
N/A
Shareholders)(Reasons for nomination as candidate for Director)
Mr. Takafumi Sakaguchi has abundant experience and insight in the telecom
industry and has been promoting business expansion of the Group as
Representative of West Japan Head Office and Branch Manager of Kansai Branch,and the Company believes that he is the appropriate person to continuously
increase corporate value and has nominated him as a candidate for reelection.

- 10 -

[Translation]

No. 6

Fumitoshi Imaizumi(December 31, 1963)

Number of theCompany’s shares held:
6,700(Career summary, positions and areas of responsibility)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2023:
10/10 times (100%)Term served as Director of
the Company:
1 year (at the conclusion ofthis General Meeting of
Shareholders)

July 2014

Head of Data Centers, Cloud Services, NTT Communications
Corporation

July 2017

Deputy General Manager of Solution Sales Division, ICT Solutions
Headquarters, and Deputy General Manager of Solution Promotion
Department, ICT Solutions Headquarters, EXEO Group, Inc.

July 2018

General Manager of Solution Promotion Department, ICT
Solutions Headquarters, and Deputy General Manager of Solution
Sales Division, ICT Solutions Headquarters, EXEO Group, Inc.

Dec. 2018

President and CEO, EXEO GLOBAL Pte. Ltd. (present position)

Apr. 2019

General Manager of Global Business Division, ICT Solutions
Headquarters, EXEO Group, Inc.

June 2019

Operating Officer, General Manager of Global Business Division,
ICT Solutions Headquarters, EXEO Group, Inc.

June 2021

Managing Operating Officer, General Manager of Global Business
Division, ICT Solutions Headquarters, EXEO Group, Inc.

June 2022

Director and Managing Operating Officer, General Manager of
Global Business Division, ICT Solutions Headquarters, EXEO
Group, Inc.

July 2022

Director and Managing Operating Officer, General Manager of
Global Business Division, EXEO Group, Inc. (present position)(Important concurrent positions)
Note: Mr. Fumitoshi
President and CEO, EXEO GLOBAL Pte. Ltd.
Imaizumi was elected as
Director at the 68th Ordinary (Reasons for nomination as candidate for Director)
General Meeting of
Mr. Fumitoshi Imaizumi has extensive experience and insight in the
Shareholders held at June 24, telecommunications industry, especially as the representative of EXEO GLOBAL,
2022. As a result, his record where he has pioneered new business fields to contribute to the expansion of theof attendance at Board of Group’s global business, and the Company believes that he is the appropriate
Directors meetings included person to continuously increase corporate value and has nominated him as aonly the meetings that were candidate for reelection.
held after June 24, 2022.

- 11 -

[Translation]

No. 7

Shigeki Hayashi(June 22, 1967)

Number of theCompany’s shares held:
1,500(Career summary, positions and areas of responsibility)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2023:–

June 2016

Head of Planning and Carrier Relations, Global Business
Promotion Department, NTT Communications Corporation

July 2019

Head of Corporate Planning, NTT Limited Japan Corporation

July 2021

Operational Manager of Group Business Promotion Division,
EXEO Group, Inc.

June 2022

Operating Officer, General Manager of Accounts & Finance
Division and CFO, EXEO Group, Inc. (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Shigeki Hayashi has abundant experience and insight in finance and global
business, and has been responsible for capital policies and investment strategy as
CFO, promoting business expansion and development across the entire Group, andthe Company believes that he is the appropriate person to continuously increase
corporate value and has nominated him as a candidate for reelection.

Term served as Director of
the Company:–
No. 8

Yasushi Kohara(June 29, 1953)

Number of theCompany’s shares held:
2,300(Career summary, positions and areas of responsibility)

Candidate for Reelection
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)

June 2007

Managing Officer, Toyota Motor Corporation

June 2011

Representative Director and President, Toyota Tokyo Corolla Co.,Ltd.

June 2015

Representative Director and President, Osaka Toyota Motor Co.,Ltd.

June 2018

Outside Director, EXEO Group, Inc. (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Director and outline of expectedroles)Mr. Yasushi Kohara has abundant experience and insights in corporate
management through his posts at the Toyota Group, and has provided appropriate
advice and suggestions in important management decisions of the Company,
appropriately fulfilling his role as Outside Director. The Company expects he willcontinue to contribute to strengthening the auditing function of the Board of
Directors and provide advice from a broad managerial perspective and has
nominated him as a candidate for reelection.

Term served as Director of
the Company:
5 years (at the conclusion ofthis General Meeting of
Shareholders)- 12 -

[Translation]

No. 9

Naoko Iwasaki(Name in family register: Naoko Yamagiwa) (May 30, 1975)

Number of theCompany’s shares held:
0(Career summary, positions and areas of responsibility)
Apr. 2017

Professor, Institute of Digital Government, Waseda University

Apr. 2017

President, International Academy of CIO Japan (present position)

Apr. 2017

Board Member, ARISE Advisory Board, Nanyang Technological
University, Singapore

Sep. 2018

Research Member, Research Association for Standardization of
Operation Process and System of Local Government Agencies andUtilization of AI and Robotics, Ministry of Internal Affairs andCommunications

Jan. 2019

Committee Chair, Smart Silver Innovation Committee, APEC(present position)

June 2019

Outside Director, EXEO Group, Inc. (present position)

June 2019

Outside Director, ITOCHU Techno-Solutions Corporation (present
position)

Sep. 2019

Member of Policy Evaluation Council, Ministry of Internal Affairs
and Communications (present position)

Candidate for Reelection

Apr. 2021

Expert Advisor, Public Records and Archives Management
Commission, Cabinet Office (present position)

Outside Officer

Jan. 2022

Member of Local Government System Research Council, Cabinet
Office (present position)

Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)(Important concurrent positions)
President, International Academy of CIO Japan
Committee Chair, Smart Silver Innovation Committee, APEC
Outside Director, ITOCHU Techno-Solutions Corporation
Member of Policy Evaluation Council, Ministry of Internal Affairs andCommunications
Expert Advisor, Public Records and Archives Management Commission, Cabinet
OfficeMember of Local Government System Research Council, Cabinet OfficeTerm served as Director of
the Company:
4 years (at the conclusion of(Reasons for nomination as candidate for Outside Director and outline of expected
this General Meeting ofroles)
Shareholders)Ms. Naoko Iwasaki is an international first-line researcher and expert on adopting
digital technologies in areas such as international relations, national and local
government administration, disaster response and BCP, aging of society, and thepromotion of active roles for women, and has provided appropriate advice andsuggestions in important management decisions of the Company, appropriately
fulfilling her role as Outside Director. The Company expects she will continue tocontribute to strengthening the auditing function of the Board of Directors andprovide advice from a broad managerial perspective and has nominated her as a
candidate for reelection.

- 13 -

[Translation]

No. 10

Tatsushi Mochizuki(April 19, 1956)

Number of theCompany’s shares held:
1,100(Career summary, positions and areas of responsibility)
July 2006

Vice Governor of Mie Prefecture

Oct. 2008

Deputy Director-General of Minister’s Secretariat, Ministry ofInternal Affairs and Communications

Jan. 2010

Deputy Director-General of Office for the Local Sovereignty
Strategy Council at Cabinet Office

Sep. 2012

Director-General of the Local Administration Bureau, Ministry ofInternal Affairs and Communications

Sep. 2013

Advisor, Nippon Life Insurance Company

Apr. 2014

Vice Chairman, Japan Agency for Local Authority Information
Systems

Candidate for Reelection

Sep. 2017

Chairman, Institute of Scientific Approaches for Fire & Disaster

Outside Officer

Aug. 2019

Secretary-General, National Association Chairpersons of Town andVillage Assemblies (present position)

Independent Officer

June 2020

Outside Director, EXEO Group, Inc. (present position)

Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)(Important concurrent positions)
Secretary-General, National Association Chairpersons of Town and Village
Assemblies(Reasons for nomination as candidate for Outside Director and outline of expectedroles)
Term served as Director of Mr. Tatsushi Mochizuki has been involved in key positions such as central
government ministries and local governments for many years. Having insights
the Company:
3 years (at the conclusion of accumulated through his career, he has provided appropriate advice andsuggestions in important management decisions of the Company, appropriately
this General Meeting of
fulfilling his role as Outside Director. The Company expects he will continue toShareholders)
contribute to strengthening the auditing function of the Board of Directors andprovide advice from a broad managerial perspective and has nominated him as a
candidate for reelection.

- 14 -

[Translation]

No. 11

Keiji Yoshida(November 23, 1953)

Number of theCompany’s shares held:
1,800(Career summary, positions and areas of responsibility)

Candidate for Reelection
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)Term served as Director of
the Company:
2 years (at the conclusion ofthis General Meeting of
Shareholders)

Apr. 2013

Director and Senior Vice President, Urban Environment Division,
JFE Engineering Corporation

Apr. 2014

Representative Director and Senior Vice President, Urban
Environment Division, JFE Engineering Corporation

Apr. 2016

Representative Director and Executive Vice President, JFE
Engineering Corporation

May 2017

Chairman, Japan Water Steel Pipe Association

Apr. 2020

Advisor, JFE Engineering Corporation

June 2021

Outside Director, EXEO Group, Inc. (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Director and outline of expectedroles)
Mr. Keiji Yoshida has abundant experience and insights in corporate management
as an executive officer at JFE Engineering Corporation and other companies, andhas provided appropriate advice and suggestions in important management
decisions of the Company, appropriately fulfilling his role as Outside Director.
The Company expects he will continue to contribute to strengthening the auditing
function of the Board of Directors and provide advice from a broad managerial
perspective and has nominated him as a candidate for reelection.

- 15 -

[Translation]

No. 12

Tomoko Aramaki(November 7, 1968)

Number of theCompany’s shares held:
0(Career summary, positions and areas of responsibility)
Oct. 1991

Joined Century Audit Corporation

Mar. 1995

Registered as Certified Public Accountant

July 1999

Seconded to Regional Financial Cooperation Division, Trade
Policy Bureau, Ministry of International Trade and Industry

May 2002

Joined IBM Japan, Ltd.

Feb. 2006

Director, Aramaki CPA Office (present position)

Apr. 2006

Registered as Certified Tax Accountant

June 2008

Audit & Supervisory Board Member, PARIS MIKI HOLDINGSInc.

June 2015

Director, in charge of Investor Relations, PARIS MIKIHOLDINGS Inc.

Dec. 2015

Outside Audit & Supervisory Board Member, SACOSCORPORATION

Jan. 2017

Member of Conference Committee on Asset Management by Japan
Pension Service

Apr. 2018

Member of Outside Expert Committee, Organization for Postal
Savings, Postal Life Insurance and Post Office Network (present
position)

New Candidate

June 2018

Outside Audit & Supervisory Board Member, EXEO Group, Inc.
(present position)

Outside Officer

Mar. 2022

Outside Director, FUJI SOFT INCORPORATED (present position)

Jan. 2023

Member of Information and Communications Council, Ministry ofInternal Affairs and Communications (present position)

Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2023:
14/14 times (100%)Term served as Director of
the Company:–

Member of Telecommunications Business Policy Committee,
Information and Communications Council, Ministry of Internal
Affairs and Communications (present position)
Member of Postal Policy Committee, Information andCommunications Council, Ministry of Internal Affairs andCommunications (present position)(Important concurrent positions)
Director, Aramaki CPA OfficeMember of Outside Expert Committee, Organization for Postal Savings, Postal
Note: The record ofLife Insurance and Post Office Network
attendance at Board of
Outside Director, FUJI SOFT INCORPORATED
Directors meetings included Member of Information and Communications Council, Ministry of Internal
only attendance as Outside Affairs and Communications
Audit & Supervisory Board Member of Telecommunications Business Policy Committee, Information andMember.
Communications Council, Ministry of Internal Affairs and Communications
Member of Postal Policy Committee, Information and Communications Council,
Ministry of Internal Affairs and Communications(Reasons for nomination as candidate for Outside Director and outline of expectedroles)
Ms. Tomoko Aramaki has abundant experience and expertise in finance andaccounting as a Certified Public Accountant and Tax Accountant, as well as insightin corporate management having served as Director and Audit & Supervisory
Board Member of not only the Company but other listed companies as well. The
Company expects she will contribute to strengthening the auditing function of theBoard of Directors and provide appropriate advice and suggestions in importantmanagement decisions of the Company and has nominated her as a candidate for
Outside Director.

- 16 -

[Translation]

Notes:

1.
2.

3.

4.

5.

There are no special interests between any of the candidates and the Company.
Mr. Yasushi Kohara, Ms. Naoko Iwasaki, Mr. Tatsushi Mochizuki, Mr. Keiji Yoshida and Ms. Tomoko
Aramaki are candidates for Outside Director positions, and are also candidates for Independent Officer
positions, the latter of which is an office provided for in the regulations of Tokyo Stock Exchange, Inc.
and the Company’s regulations.
Ms. Tomoko Aramaki currently serves as an Outside Audit & Supervisory Board Member of theCompany, and her term of office will have been five years at the conclusion of this Ordinary General
Meeting of Shareholders. However, she will resign from the position of Outside Audit & Supervisory
Board Member at the conclusion of this Ordinary General Meeting of Shareholders.
In order for our Outside Directors and Audit & Supervisory Board Members to more effectively
perform in their expected roles, Article 39 of the current Articles of Incorporation of the Company
provides that the Company may enter into agreements with its Outside Directors and Audit &Supervisory Board Members limiting their liability for failure to properly perform their respective
duties. Candidates for Outside Director, Mr. Yasushi Kohara, Ms. Naoko Iwasaki, Mr. Tatsushi
Mochizuki and Mr. Keiji Yoshida have entered into an agreement with the Company that limits their
liabilities for damages under Article 423, paragraph 1 of the Companies Act to the minimum amountprescribed by laws and regulations, and if their reelections are approved, the above liability limitationagreement will continue. In addition, once the candidate for Outside Director, Ms. Tomoko Aramaki,
is elected, she will enter into an agreement with the Company that limits her liability for damages under
Article 423, paragraph 1 of the Companies Act to the minimum amount prescribed by laws andregulations.
The Company has entered into directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, paragraph 1 of the Companies Act, and in the event of a claim
for damages arising from the execution of duties by the insured directors and officers, the said
insurance contract shall cover the damages and legal expenses. Each candidate elected as Director will
be included as an insured person under the said insurance contract.

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[Translation]

Proposal 3:

Election of Two (2) Audit & Supervisory Board Members

The term of office of Mr. Masato Suwabe as Audit & Supervisory Board Member will expire, and
Ms. Tomoko Aramaki will resign from the position of Audit & Supervisory Board Member at theconclusion of this General Meeting of Shareholders. Therefore, the Company proposes theelection of two (2) Audit & Supervisory Board Members.
The Company proposes to elect the candidate for Audit & Supervisory Board Member, Ms. Eiko
Osawa, as a replacement for Audit & Supervisory Board Member, Ms. Tomoko Aramaki.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidates for these positions are as follows:
No.

Positions

Term served
as Audit &Supervisory
Board
MemberBoard ofDirectors
meeting
attendance

Audit &
Supervisory
Board meeting
attendance

Operating Officer,
General Manager
of Metro Area
Sales &
Marketing
Department,
Communication &Business Network
Headquarters, andGeneral Manager
of Telecoms
Infrastructure
Sales Section,
Metro Area Sales& Marketing
Department,
Communication &Business Network
Headquarters

–

–

–

–

–

–

Name

1

Shinji Kojima

New

2

Eiko Osawa

New

Outside–Independent- 18 -

[Translation]

No. 1

Shinji Kojima(February 20, 1960)

Number of theCompany’s shares held:
4,500(Career summary and positions)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2023:–

July 2011

Deputy Branch Manager of Kanagawa Branch, General Manager ofCorporate Sales Division, NIPPON TELEGRAPH AND
TELEPHONE EAST CORPORATION

Apr. 2015

Senior Manager of Office Users Business Division, Corporate Sales
Promotion Headquarters, NIPPON TELEGRAPH AND
TELEPHONE EAST CORPORATION

July 2017

Deputy General Manager of Communication & Business Network
Headquarters, EXEO Group, Inc.

July 2018

Deputy General Manager of Communication & Business Network
Headquarters, and General Manager of Telecoms Infrastructure
Sales Section, Telecoms Sales Department, Communication &Business Network Headquarters, EXEO Group, Inc.

June 2019

Operating Officer, Deputy General Manager of Communication &Business Network Headquarters, and General Manager of Telecoms
Infrastructure Sales Section, Telecoms Sales Department,
Communication & Business Network Headquarters, EXEO Group,
Inc.

July 2022

Operating Officer, General Manager of Metro Area Sales &Marketing Department, Communication & Business Network
Headquarters, and General Manager of Telecoms Infrastructure
Sales Section, Metro Area Sales & Marketing Department,
Communication & Business Network Headquarters, EXEO Group,
Inc. (present position)

Audit & Supervisory Board
meeting attendance during
the year ended March 31,2023:–(Important concurrent positions)
N/A
Term served as Audit &Supervisory Board Member (Reasons for nomination as candidate for Audit & Supervisory Board Member)
Mr. Shinji Kojima has abundant experience and insight in the telecomof the Company:
infrastructure field, having been involved in a range of operational execution as an–
Operating Officer of the Company, such as promoting the expansion of new
business domains, and the Company believes that he will appropriately perform
his duties as Audit & Supervisory Board Member. The Company has therefore
nominated him as a candidate for Audit & Supervisory Board Member.

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[Translation]

Eiko Osawa

No. 2(February 27, 1963)

Number of theCompany’s shares held:
0(Career summary and positions)

New Candidate
Outside Officer
Independent Officer

Oct. 1989

Joined Asahi Shinwa & Co. (currently KPMG AZSA LLC)

June 1993

Joined Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)

Aug. 1993

Registered as a Certified Public Accountant

Aug. 2005

Seconded to Accounting Standards Board of Japan as ResearchSpecialist

Oct. 2006

Seconded to International Accounting Standards Board as Visiting
Fellow

July 2008

Partner, Ernst & Young ShinNihon LLC

July 2021

Head of Osawa CPA Office (present position)

Sept. 2021

Registered as a Certified Public Tax Accountant

Nov. 2021

Supervisory Director, Mitsui Fudosan Logistics Park Inc. (present
position)

Board of Directors meeting
attendance during the year
ended March 31, 2023:–(Important concurrent positions)
Head of Osawa CPA Office
Supervisory Director, Mitsui Fudosan Logistics Park Inc.

Audit & Supervisory Board
meeting attendance during
the year ended March 31,
2023:–(Reasons for nomination as candidate for Outside Audit & Supervisory Board
Member)Ms. Eiko Osawa has abundant global experience and expertise in finance at a major
auditing firm and accounting as a Certified Public Accountant, and the Company
believes that she will appropriately perform her duties as Audit & Supervisory
Board Member. The Company has therefore nominated her as a candidate for
Outside Audit & Supervisory Board Member.

Term served as Audit &Supervisory Board Memberof the Company:–
Notes:

1.
2.
3.

4.

There are no special interests between any of the candidates and the Company.
Ms. Eiko Osawa is a candidate for Outside Audit & Supervisory Board Member, and is also a candidate
for Independent Officer, the latter of which is an office provided for in the regulations of Tokyo Stock
Exchange, Inc. and the Company’s regulations.
In order for our Audit & Supervisory Board Members to more effectively perform their expected roles,
Article 39 of the current Articles of Incorporation of the Company provides that the Company may
enter into agreement with its Audit & Supervisory Board Members limiting their liability for failure toproperly perform their respective duties. If the candidates for Audit & Supervisory Board Members,
Mr. Shinji Kojima and Ms. Eiko Osawa, are elected, they will enter into an agreement with theCompany that limits their liabilities for damages under Article 423, paragraph 1 of the Companies Act
to the minimum amount prescribed by laws and regulations.
The Company has entered into directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, paragraph 1 of the Companies Act, and in the event of a claim
for damages arising from the execution of duties by the insured directors and officers, the said
insurance contract shall cover the damages and legal expenses. Each candidate elected as Audit &Supervisory Board Member will be included as an insured person under the said insurance contract.

- 20 -

[Translation]

Reference: Skill Matrix of Directors and Audit & Supervisory Board Members
In order for the Company’s Board of Directors to fulfil its decision-making and management
supervisory functions with an eye toward implementing the EXEO Group 2030 Vision &Medium-term Management Plan, the following are the fields that Directors and Audit &Supervisory Board Members are expected to particularly contribute to: (1) corporate governanceand ESG, (2) innovation and DX, (3) engineering, (4) marketing and global business, (5) financeand accounting, and (6) legal matters, human resources, and labor.
If Proposal 2 and Proposal 3 are approved at this General Meeting of Shareholders, the skills ofeach Director and Audit & Supervisory Board Member will be as follows.

Name

Tetsuya
Funabashi
Koichi Mino
Noriyuki Watabe
Yuichi Koyama
Takafumi
Sakaguchi
Fumitoshi
Directors
Imaizumi
Shigeki Hayashi
Yasushi Kohara
Naoko Iwasaki
Tatsushi
Mochizuki
Keiji Yoshida
Tomoko Aramaki
Yasuo Otsubo
Audit & Shinji Kojima
Supervisory Shinnosuke
Board
YamadaMembers Kimiko Takahashi
Eiko Osawa*

Legal
matters,human
resources,
and labor

Corporate
governanceand ESG

Innovation
and DXEngineering

Marketingand global
business

●

●

●

●

●

●
●
●

●

●

●
●
●

●

●

●

●

●

●

●

●

●

●

●
●
●

●
●
●

●

Finance andaccounting

●

●
●
●
●
●

●
●
●

●
●

●
●
●
●

●
●

●
●
●

●
●

●

These are the skills particularly expected of each Director and Audit & Supervisory Board Member. They are notthe only skills possessed by each party.

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