Note: This document is a translation of the Japanese language original for convenience purposes only, and in
the event of any discrepancy, the Japanese language original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from thetranslation.
(Stock Exchange Code 2150)
March 7, 2024
To Shareholders with Voting Rights:
Motoyasu Ono
Chairman
CareNet, Inc.
1-8-19 Fujimi Chiyoda-ku
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 29TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 29th Annual General Meeting of Shareholders of CareNet, Inc. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, measures for electronic provision of information will be
implemented for the information contained in the Reference Documents, etc., for this General Meeting of
Shareholders (matters subject to the measures for electronic provision), which will be posted on the following
websites on the Internet. You are kindly requested to access any of these websites and check the information.
[Company’s website]
https://www.carenet.co.jp(Please access the website above and select “IR” and “Reference Documents for the General Meeting of
Shareholders” from the menu in that order for details.)[Website for the Reference Documents for the General Meeting of Shareholders]
https://d.sokai.jp/2150/teiji/[Tokyo Stock Exchange’s website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the TSE website above, enter and search for “CareNet, Inc.” in the “Issue name (company
name)” field or “2150,” the stock exchange code of the Company in the “Code” field, select “Basic
information” and “Documents for public inspection/PR information,” in that order, and inspect the
information posted in “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting]” under “Filed information available for public inspection.”
In lieu of attending the Meeting in person, you may exercise your voting rights in writing (by mail) or via
the Internet. Please review the Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by no later than 5:00 p.m. on Monday, March 25, 2024, Japan time.
[If exercising voting rights in writing (by mail)]
Please indicate your votes for or against the proposals on the Voting Rights Exercise Form and return it tous so that it reaches us by the exercise deadline above.
[If exercising voting rights via the Internet]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/), use the “Voting
Rights Exercise Code” and “Password” indicated on the Voting Rights Exercise Form that will be sent
together with this Notice, and follow the instructions on the screen to enter your votes for or against the
proposals by the exercise deadline above.
When exercising your voting rights via the Internet, please refer to the “Guidance on Exercising Voting
Rights via the Internet, etc.”11. Date and Time:
2. Place:

Tuesday, March 26, 2024 at 10:00 a.m., Japan time
2nd Floor, Sumitomo Fudosan Chiyoda First Building South
3-2-1 Nishikanda, Chiyoda-ku, Tokyo, Japan
Room A to C of Bellesalle Jimbocho

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 29th Fiscal Year (January 1, 2023 – December 31, 2023) andresults of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 29th Fiscal Year
(January 1, 2023 – December 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Two Directors
Proposal 3:
Election of Three Audit & Supervisory Board Members
Proposal 4:
Election of One Substitute Audit & Supervisory Board Member
4. Matters Determined for Convocation of General Meeting of Shareholders(1) If you exercise your voting rights in writing (by mail) and there is no indication of a vote for or against
any proposal on the Voting Rights Exercise Form, it shall be treated as an indication of consent for the
proposal.
(2) If you exercise your voting rights twice or more via the Internet, the voting rights exercised last shallbe deemed and treated as the valid one.
(3) If you exercise your voting rights both in writing (by mail) and via the Internet, the voting rights
exercised via the Internet shall be deemed and treated as the valid one, regardless of the date and time
your vote arrives.
(4) If you exercise your voting rights by proxy, one other shareholder entitled to exercise his/her voting
rights may attend the Meeting as your proxy. Please note that a document certifying the proxy’s
authority must be submitted.
(5) If you wish to make a diverse exercise of your voting rights, please notify the Company in writing or
via electromagnetic method of your intention of making a diverse exercise of your voting rights andthe reasons thereof by three days prior to the Meeting.
◎

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◎

Staff will wear masks on the day of the Meeting to prevent infection and the spread of COVID-19 and other viruses.
Shareholders attending the Meeting are also requested to check their own physical condition and the situation of the spreadof COVID-19 as of the date of the Meeting, and take precautions to prevent infection, such as wearing masks, before
coming to the venue.
When attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Should the matters subject to the measures for electronic provision require revisions, a statement to that effect and thematters before and after the revisions will be posted on each of the above websites on the Internet.
In this General Meeting of Shareholders, a document that states the matters subject to the measures for electronic provision
is delivered to all shareholders regardless of their requests for a paper copy. Of the matters subject to the measures forelectronic provision, the following items are not included in the delivered document in accordance with the provisions oflaws and regulations as well as Article 15 of the Company’s Articles of Incorporation.
1) “Matters on the Company’s Stock Acquisition Rights,” “Systems for Ensuring Appropriate Business
Operations and Implementation of These Systems,” and “Basic Policy Regarding the Control of theCompany” in the Business Report
2) “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements3) “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements includedin this document are a part of the documents audited by the Accounting Auditor in their preparation of the financial audit
report and by the Audit & Supervisory Board Members in their preparation of the audit report.

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company recognizes that returning profits to shareholders is one of the most important policies and hasa policy of determining dividends by taking into consideration the operating results for each fiscal year and theneed to increase internal reserves to prepare for investment in businesses.
In addition, the Company intends to return profits to shareholders through future business development byusing internal reserves to invest mainly in system development and other facility enhancements necessary forbusiness growth aimed at increasing corporate value.
Based on the aforementioned policy, the Company proposes the year-end dividend for the current fiscal year
as follows.
(1) Type of dividend property
Cash(2) Matters related to allocation of dividend property to shareholders and its total amountThe Company proposed to pay a dividend of 12 yen per common stock of the Company.
In this case, the total dividend will be 539,223,576 yen.
(3) Effective date of distribution of surplus
March 27, 2024

3

Proposal 2: Election of Two Directors
The term of office of Director, Yohsuke Higuchi, will expire at the conclusion of this General Meeting of
Shareholders.
Director, Jun Katsura, also resigned as of February 14, 2024.
Accordingly, the Company proposes the election of two Directors.
If this Proposal is approved as proposed, three of the Outside Directors will be Independent Directors as
defined by the Tokyo Stock Exchange, and not less than half of the Company’s Directors will be Independent
Directors.
The candidates for Director are as follows.
CandidateNo.

1

Past experience andNumber of
positions and responsibilities at the Company
shares of the(Significant concurrent positions)Company held
Apr. 2004 Entered Court Clerk Training Course at
The Training and Research Institute for
Court Officials
Oct. 2005 Registered with Dai-Ichi Tokyo Bar
Association
Worked at TMI Associates
Jan. 2009 Worked at Investigation Bureau of Japan
Fair Trade Commission
Apr. 2011 Returned to join TMI Associates
Yohsuke Higuchi
Sep. 2015 Worked at Simmons & Simmons LLP in(Born November 4, 1976)
LondonNov. 2015 Graduated from University of London,sharesReappointment
University College London (UCL)(LL.M. in Competition Law)
Jun. 2016 Returned to join TMI Associates
Jan. 2018 Partner at TMI Associates (present post)
Apr. 2020 Visiting associate professor at Tokyo
Gakugei University
Mar. 2022 Outside Director of the Company (present
post)
Apr. 2022 Visiting professor at Tokyo Gakugei
University (present post)[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Yohsuke Higuchi has a high level of insight in corporate law, compliance, and risk management
cultivated throughout his years as an attorney. By leveraging his experience, we expect him tocontribute to the enhancement of the audit and supervisory functions of the Board of Directors fromthe perspective of governance, etc., and to engage in selecting candidates for officers of the Company
and determining compensation for officers as a Nomination and Remuneration Committee Member
from an objective and neutral standpoint, and therefore we request his continued election as an
Outside Director.
Although Mr. Yohsuke Higuchi has no experience in corporate management other than assuming theposition of an outside officer of a company, we believe, based on the reasons mentioned above, that
he will appropriately perform his duties as an Outside Director.
In addition, he is currently an Outside Director of the Company, and his term of office will be twoyears at the conclusion of this General Meeting of Shareholders.
Name(Birthdate)4

Candidate
No.

Name
(Birthdate)

Yoshiki Itoh(Born February 20, 1960)
New appointment
2

Past experience andpositions and responsibilities at the Company(Significant concurrent positions)Apr. 1982 Joined KYORIN Pharmaceutical Co., Ltd.
Jun. 1991 Joined Japan Upjohn Ltd. (currently
Pfizer Japan Inc.)
Feb. 2003 Sales Manager in Ophthalmology
Dec. 2003 Joined Abbott Japan Co., Ltd. (currently
Abbott Japan LLC),
General Marketing Manager
May 2004 Joined Novo Nordisk Pharma Ltd.,
Marketing Manager
Dec. 2006 Joined Baxter Limited,
General Sales Manager of the Bioscience
Business
Oct. 2007 Joined Banyu Pharmaceutical Co., Ltd.
(currently MSD Japan),
General Manager of the Vaccine Business
Jun. 2012 Joined Allergan Aesthetics Japan, AbbVie
G.K.,
Manager of the Aesthetics BusinessFeb. 2014 President and Representative Director
Jan. 2017 Joined Alexion Pharma G.K.
President and Representative Director
Aug. 2019 Joined Lumenis Japan Co., Ltd. (currently
Lumenis Be Japan Co., Ltd.)
President and Representative Director(present post)

Number ofshares of theCompany held

shares[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Yoshiki Itoh has professional knowledge as a pharmacist and has been engaged in operations for
global pharmaceutical companies as well as in the medical industry for many years with abundant
experience as a director. We expect him to contribute to the enhancement of the audit and supervisory
functions of the Board of Directors from the perspective of governance, etc., and to provide advice
from the perspective of the Company’s business strategy and overall management, and therefore werequest his election as an Outside Director.

5

(Notes)

1. There are no special interests between each of the candidates and the Company.
2. Mr. Yohsuke Higuchi and Mr. Yoshiki Itoh are candidates for Outside Directors of the Company.
3. The Company has notified the Tokyo Stock Exchange that Mr. Yohsuke Higuchi is an Independent Director as
stipulated in the regulations of the Exchange. When he is reelected as an Outside Director, the Company plans tocontinue to designate him as an Independent Director. Mr. Yoshiki Itoh meets the requirements of an Independent
Director as stipulated in the regulations of the Tokyo Stock Exchange, and when he is elected as an Outside
Director, the Company plans to notify the Exchange of his designation as an Independent Director.
4. The Company has entered into an agreement with Mr. Yohsuke Higuchi pursuant to Article 427, Paragraph 1 of
the Companies Act that limits the maximum amount of his liability for compensation as stipulated in Article 423,
Paragraph 1 of the same Act. The maximum amount based on the agreement is the minimum liability amount as
stipulated in Article 425, Paragraph 1 of the Act. If the reelection of Mr. Yohsuke Higuchi is approved, theCompany plans to continue said agreement with him. In addition, such limitation of liability is only permitted incases where he performs his duties in good faith and without any gross negligence. Furthermore, if the election of
Mr. Yoshiki Itoh is approved, the Company plans to enter into a similar liability limitation agreement with him.
5. The Company has entered into a directors and officers liability insurance agreement with an insurance company toinsure all of its Directors and Audit & Supervisory Board Members as stipulated in Article 430-3, Paragraph 1 of
the Companies Act, and bears the entire premium. The outline of the insurance agreement is that the insurancecompany covers any damages that may result from the insured Directors and Officers being liable for the
performance of their duties or being subject to a claim for the pursuit of such liability. If each candidate is elected
and appointed as Director, he will be insured under the insurance agreement. The Company renews the insurance
agreement annually and plans to renew it with the same content upon its next renewal.

<Reference>
The composition and skill matrix of the Board of Directors if Proposal 2 is approved is as follows:

Motoyasu
Ono
Katsuhiro
Fujii
Kanji
Fujii
NorikoKanno
Yohsuke
Higuchi
YoshikiItohCorporate
management

Finance/
Accounting

IndustryknowledgeNewbusinessdevelopment

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Overseas

✔

✔

✔

✔

✔

6

IT/DX/
Technology/

Risks/
Compliance

ESG/
SDGs/
Diversity

✔
✔

✔

✔

✔

✔

✔

✔

Proposal 3: Election of Three Audit & Supervisory Board Members
The terms of office of all three Audit & Supervisory Board Members will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, the Company proposes the election of three Audit &Supervisory Board Members.
The Audit & Supervisory Board has given its consent on the submission of this Proposal.
The candidates for Audit & Supervisory Board Member are as follows.
CandidateNo.

Name(Birthdate)

Yoshiro Morohashi(Born January 17, 1956)
Reappointment

1

Past experience andpositions and responsibilities at the Company(Significant concurrent positions)Nov. 1979 Joined Japan Upjohn Ltd. (currently
Pfizer Japan Inc.)
Dec. 2007 Joined the Company
Apr. 2008 Executive Officer
General Manager of IT Solution
Department
Apr. 2010 Executive Officer, General Manager of
Administration DivisionJun. 2011 Director, General Manager of
Administration DivisionDec. 2014 President and Representative Director of
Macromill Carenet, Inc.
Mar. 2015 Audit & Supervisory Board Member of
the Company (present post)
Mar. 2021 Auditor of Scientific Communication
Labo. inc.
Mar. 2021 Auditor of Healthcare Consulting Inc.
(present post)
Mar. 2021 Auditor of AD Medica Inc. (present post)
Jan. 2022 Auditor of Asclepia Co., Ltd.
Jan. 2022 Auditor of CareNet Works Design, Inc.
(present post)
Aug. 2022 Auditor of YMG SUPPORT CO., LTD
Oct. 2022 Auditor of CoreHuman, Inc. (currently
CareNet Partners, Inc.) (present post)
Dec. 2022 Auditor of CRACE Co., Ltd.

Number ofshares of theCompany held

shares[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Yoshiro Morohashi has been nominated as a candidate for Audit & Supervisory Board Member
for the reason that, based on his many years of experience in the medical industry and deep
knowledge in the industry and business, and by leveraging his experience and insight in contributing
to the establishment and enhancement of systems for the administration division of the Company as
its manager, he is expected to contribute to the enhancement of the audit and supervisory functions of
the Board of Directors from the perspective of governance, etc. Based on the reasons mentioned
above, we believe that he will continue to appropriately perform his duties as an Audit & Supervisory
Board Member.

7

Candidate
No.

Name
(Birthdate)

Yukisada Takahashi(Born February 1, 1957)
Reappointment

2

Past experience andpositions and responsibilities at the Company(Significant concurrent positions)Apr. 1977 Joined IDK Inc.
Jun. 1979 Joined NIPPON CHEMI-CON
CORPORATION
Jun. 2015 Executive Officer
Jun. 2016 Audit & Supervisory Board Member
Mar. 2021 Audit & Supervisory Board Member ofMiyamoto Manufacturing
Mar. 2022 Outside Audit & Supervisory Board
Member of the Company (present post)
Feb. 2023 Auditor of CRACE Co., Ltd (present
post)Mar. 2023 Auditor of YMG SUPPORT CO., LTD(present post)
Mar. 2023 Auditor of Health Data Science, Inc.

Number ofshares of theCompany held

shares[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Yukisada Takahashi has been nominated as a candidate for Outside Audit & Supervisory Board
Member for the reason that, by leveraging his insight into corporate management cultivated throughhis many years of experience as a director of listed companies, he is expected to contribute to theenhancement of the audit and supervisory functions of the Board of Directors from the perspective ofgovernance, etc. In addition, with experience of having served as an Audit & Supervisory Board
Member of another company in the past, he possesses sufficient expertise in finance and accounting.
Based on the reasons mentioned above, we believe that he will continue to appropriately perform his
duties as an Outside Audit & Supervisory Board Member.
Apr. 2000
Dec. 2007
Apr. 2009
Norihito Nagai(Born May 15, 1977)

Oct. 2010

Reappointment

Oct. 2012
Feb. 20203

Mar. 2022

Joined NTT Communications Corporation
Joined KOHWA SOHGOH LAWOFFICESPart-time Lecturer, Seikei University Law
SchoolJoined Telecommunications Bureau,
Ministry of Internal Affairs andCommunications
Partner of KOHWA SOHGOH LAWOFFICES (present position)
Director of Systems Auditors Associationof Japan (present position)
Outside Audit & Supervisory Board
Member of the Company (present post)shares[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Norihito Nagai has been nominated as a candidate for Outside Audit & Supervisory Board
Member for the reason that, by leveraging his insight into corporate law, compliance, and risk
management cultivated throughout his years as an attorney, he is expected to contribute to theenhancement of the audit and supervisory functions of the Board of Directors from the perspective ofgovernance, etc. Although he has no experience in corporate management, based on the reasonsmentioned above, we believe that he will continue to appropriately perform his duties as an Outside
Audit & Supervisory Board Member.

8

(Notes)

1. There are no special interests between each of the candidates and the Company.
2. Mr. Yukisada Takahashi and Mr. Norihito Nagai are candidates for Outside Audit & Supervisory Board Member.
3. Mr. Yukisada Takahashi and Mr. Norihito Nagai are currently Outside Audit & Supervisory Board Members of theCompany, and their terms of office will be two years at the conclusion of this General Meeting of Shareholders.
4. The Company has notified the Tokyo Stock Exchange that Mr. Yukisada Takahashi and Mr. Norihito Nagai are
Independent Auditors as stipulated in the regulations of the Exchange. When their reelection is approved, theCompany plans to continue to designate them as Independent Auditors.
5. The Company has entered into agreements with each of the candidates pursuant to Article 427, Paragraph 1 of theCompanies Act that limits the maximum amount of his liability for compensation as stipulated in Article 423,
Paragraph 1 of the same Act. The maximum amount based on the agreement is the minimum liability amount as
stipulated in Article 425, Paragraph 1 of the Act. If the reelection of each of the candidates is approved, theCompany plans to continue said agreement with them. In addition, such limitation of liability is only permitted incases where they perform their duties in good faith and without any gross negligence.
6. The Company has entered into a directors and officers liability insurance agreement with an insurance company toinsure all of its Directors and Audit & Supervisory Board Members as stipulated in Article 430-3, Paragraph 1 of
the Companies Act, and bears the entire premium. The outline of the insurance agreement is that the insurancecompany covers any damages that may result from the insured Directors and Officers being liable for the
performance of their duties or being subject to a claim for the pursuit of such liability. If each candidate is elected
and appointed as Audit & Supervisory Board Member, he will be insured under the insurance agreement. The
Company renews the insurance agreement annually and plans to renew it with the same content upon its next
renewal.

9Proposal 4: Election of One Substitute Audit & Supervisory Board Member
Mr. Shunichi Takahashi, who was elected as a Substitute Audit & Supervisory Board Member in the 28th
Annual General Meeting of Shareholders, has requested to resign as a Substitute Audit & Supervisory Board
Member at the commencement of this General Meeting of Shareholders. To prepare for the event in which theCompany does not have the number of Audit & Supervisory Board Members required by laws andregulations, the Company requests the election of one Substitute Audit & Supervisory Board Member.
However, this election may be cancelled by resolution of the Board of Directors with the consent of the
Audit & Supervisory Board, provided that the candidate is yet to take office.
The Audit & Supervisory Board has given its consent on the submission of this Proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Name(Birthdate)

Tsuyoshi Nishitani(Born April 29, 1974)

Past experience andpositions at the Company(Significant concurrent positions)Apr. 1999 Joined Asahi Audit Corporation (currently
KPMG AZSA LLC)
Apr. 2003 Registered as a Certified Public Accountant
Apr. 2008 Joined Industrial Growth Platform, Inc. (IGPI)
Feb. 2011 Managing Director, Prime Mover Inc.
Jun. 2020 Auditor of VITAL KSK HOLDINGS, INC.
Jan. 2021 Representative Director of Corporate
Governance Advisory Japan Inc. (present post)
Jun. 2023 Director and Audit and Supervisory Committee
Member of VITAL KSK HOLDINGS, INC.
(present post)[Significant concurrent positions]Representative Director of Corporate Governance Advisory
Japan Inc.
Director and Audit and Supervisory Committee Member of
VITAL KSK HOLDINGS, INC.

Number of shares of
the Company held

shares[Reason for nomination as candidate for substitute Outside Audit & Supervisory Board Member]
Mr. Tsuyoshi Nishitani has been nominated as a candidate for substitute Outside Audit & Supervisory Board
Member for the reason that, by leveraging his insight into finance and accounting cultivated throughout his
years as a certified accountant, he is expected to contribute to the enhancement of the audit and supervisory
functions of the Board of Directors from the perspective of governance, etc.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Tsuyoshi Nishitani is a candidate for substitute Outside Audit & Supervisory Board Member.
3. In the event that Mr. Tsuyoshi Nishitani is appointed as an Outside Audit & Supervisory Board Member, theCompany plans to enter into an agreement with him pursuant to Article 427, Paragraph 1 of the Companies Act
that limits the maximum amount of his liability for compensation as stipulated in Article 423, Paragraph 1 of thesame Act. The maximum amount based on the agreement is the minimum liability amount as stipulated in Article
425, Paragraph 1 of the Act. In addition, such limitation of liability is only permitted in cases where he performs
his duty in good faith and without any gross negligence.
4. Mr. Tsuyoshi Nishitani meets the requirements of an Independent Auditor as stipulated in the regulations of theTokyo Stock Exchange, and when he is appointed as an Outside Audit & Supervisory Board Member, theCompany plans to notify the Exchange of his designation as an Independent Auditor.
5. The Company has entered into a directors and officers liability insurance agreement with an insurance company toinsure all of its Directors and Audit & Supervisory Board Members as stipulated in Article 430-3, Paragraph 1 of
the Companies Act, and bears the entire premium. The outline of the insurance agreement is that the insurancecompany covers any damages that may result from the insured Directors and Officers being liable for the
performance of their duties or being subject to a claim for the pursuit of such liability. If Mr. Tsuyoshi Nishitani isappointed as Outside Audit & Supervisory Board Member, he will be insured under the insurance agreement.

10