[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
June 3, 2022
To Our Shareholders:
Tetsuya Funabashi
President and Representative Director
EXEO Group, Inc.
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 68th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 68th Ordinary General Meeting of Shareholders of EXEO
Group (the “Company”) will be held on June 24, 2022, as described hereunder.
Accordingly, with respect to this General Meeting of Shareholders, we ask all shareholders to
exercise their voting rights in advance, either in writing or via the Internet or other means, with aview to preventing the spread of the novel coronavirus disease (COVID-19) and that, regardlessof health condition, shareholders refrain from attending the meeting in person on that day to theextent possible. The General Meeting of Shareholders will be live streamed over the Internet, andwe request that shareholders view the proceedings via that live stream.
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 23, 2022.
<Measures to be taken to prevent COVID-19 at the General Meeting of Shareholders>
At the General Meeting, the number of seats in the room will be significantly reduced, since the spacing between
seats will be increased in order to prevent the spread of COVID-19. Due to the limited number of seats, even if
you attend the venue on the day, we may have to refuse entry. Your understanding is highly appreciated.

We will check your body temperature at the entrance hall on the 1st floor, and may refuse admission to those whohave a fever or are in poor physical condition.

Alcohol disinfectant for shareholders will be made available near the reception desk.

If you attend the meeting in person, you should check your physical condition before coming and take steps toprevent infections such as wearing a mask.
Each of our officers and staff in attendance will have their physical condition checked, including having theirtemperature taken, and will be wearing a mask.

Please be advised that we may omit detailed explanations of the matters to be reported or the proposals with aview to shortening the duration of the meeting in order to prevent the spread of infections. We also request thatyou read over this notice in advance.

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[Translation]

Meeting Details
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. (JST)(The reception desk opens at 9:00 a.m.)

2. Venue:

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 68th Fiscal Year(from April 1, 2021 to March 31, 2022) and Reports of Audit on the Consolidated
Financial Statements by Accounting Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 68th Fiscal Year (from April 1, 2021
to March 31, 2022)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to Articles of Incorporation
Proposal 2:
Election of Two (2) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Proposal 4:
4. Method of Notification of Revisions to Shareholders:
Notification of any revisions to the contents of the Reference Documents for the General
Meeting of Shareholders, Business Report, Consolidated Financial Statements, or NonConsolidated Financial Statements made by the day immediately preceding the day of theGeneral Meeting of Shareholders will be made by mailing documents or posting them on the
Company’s website (in Japanese only).
5. The Company’s Website:
https://www.exeo.co.jp/-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 set a target DOE of 3.5% for the fiscal year under review and propose
the following year-end dividend, which includes a commemorative dividend accompanying thechange in the Company’s name:
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:¥52(ordinary dividend of ¥50, commemorative dividend of ¥2)
Total amount of dividends¥5,740,188,168

3.

Effective date of dividend from surplus
Monday, June 27, 2022

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[Translation]

Proposal 2:

Partial Amendments to Articles of Incorporation

1. Reason for Proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to enter into force on
September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation to introduce a system for providing informational materials for the general meeting ofshareholders in electronic format.
(1) Article 16 (Measures, etc. for Providing Information in Electronic Format), Paragraph 1 will
be added because the Articles of Incorporation must stipulate that the Company shall takemeasures to provide information included in the reference documents for the general meetingof shareholders, etc., in electronic format.
(2) Article 16 (Measures, etc. for Providing Information in Electronic Format) Paragraph 2 will
be added so that for items for which measures to provide information included in the reference
documents for the general meeting of shareholders, etc. in electronic format are taken, theitems for which paper-based documents are provided to shareholders who request such
documents can be limited to those items designated by the Ministry of Justice Ordinance.
(3) Article 16 (Disclosure and Deemed Delivery of Reference Documents for General Meetingof Shareholders via the Internet) of the current Articles of Incorporation will be deleted
because when the system for providing informational materials for the general meeting ofshareholders in electronic format is introduced, said article will no longer be required.
(4) Supplementary provisions related to the above newly added and deleted provisions coming
into effect will be added. These supplementary provisions will be deleted after their expiration
date.

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[Translation]

2. Details of Amendments
The details of the amendments are as follows.

(Underlined portions are amended)

Current Articles of Incorporation

Proposed changes(Disclosure and Deemed Delivery of Reference
Documents for General Meeting of Shareholders via theInternet)
Article 16.
The Company may, when convening a General
Meeting of Shareholders, deem that the information
required to be described or indicated in the reference
documents for the General Meeting of Shareholders,business reports, financial statements andconsolidated financial statements shall have been
provided to the shareholders when such information
is disclosed by use of a method that uses the internet
in accordance with the Ministry of Justice Ordinance.
(Newly added)(Newly added)(Delete)(Measures, etc. for Providing Information in Electronic
Format)Article 16.
1 The Company shall, when convening a General
Meeting of Shareholders, take measures forproviding information that constitutes the content
of the reference documents for the General
Meeting of Shareholders, etc. in electronic format.
2 Among items for which the measures forproviding information in electronic format will betaken, the Company may exclude all or some ofthose items designated by the Ministry of JusticeOrdinance from the paper-based documents to bedelivered to shareholders who requested thedelivery of such documents by the record date ofvoting rights.
(Supplementary Provisions)
Article 1.
1 The deletion of Article 16 of the current Articles ofIncorporation (Disclosure and Deemed Delivery ofReference Documents for General Meeting of
Shareholders via the Internet) and addition of the
proposed Article 16 (Measures, etc., for Providing
Information in Electronic Format) shall come into
effect as of September 1, 2022.
2 Notwithstanding the provision of the preceding
paragraph, Article 16 of the current Articles ofIncorporation (Disclosure and Deemed Delivery ofReference Documents for General Meeting of
Shareholders via the Internet) shall remain
effective regarding any General Meeting of
Shareholders held on a date within six months
from September 1, 2022.
3 The provisions of this Article shall be deleted on
the date when six months have elapsed from
September 1, 2022, or three months have elapsed
from the date of the General Meeting of
Shareholders in the preceding paragraph,
whichever is later.

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[Translation]

Proposal 3:

Election of Two (2) Directors

Mr. Tomohiro Kurosawa and Mr. Hideo Higuchi will resign from the position of Director at theconclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes
to elect two (2) candidates for Directors as their replacements.
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.

1

2

Name

Noriyuki Watabe

Fumitoshi Imaizumi

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

New

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

–

–

New

Managing Operating
Officer
General Manager of
Global Business
Division, ICT Solutions
Headquarters

–

–

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[Translation]

No. 1

Noriyuki Watabe(July 28, 1958)

Number of theCompany’s shares held:
8,200(Career summary, positions and areas of responsibility)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2022:–
Term served as Director–

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/Smart Energy
Headquarters, EXEO Group, Inc.

Apr. 2022

Executive Operating Officer, General Manager of Electrical &Telecoms Engineering/Environmental Projects/Smart Energy
Headquarters, EXEO Group, Inc. (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Noriyuki Watabe has abundant experience and insight in the urban and social
infrastructure industry, taking strong leadership as the General Manager ofElectrical & Telecoms Engineering/Environmental Projects/Smart Energy
Headquarters to contribute to the expansion of the Company’s urban infrastructurebusiness, and the Company believes that he is the appropriate person tocontinuously increase corporate value and has nominated him as a candidate for
Director.

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[Translation]

Fumitoshi Imaizumi

No. 2(December 31, 1963)

Number of theCompany’s shares held:
2,500(Career summary, positions and areas of responsibility)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2022:–
Term served as Director–

Notes:

1.
2.

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

Managing Director, 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. (present
position)(Important concurrent positions)Managing Director, EXEO GLOBAL Pte. Ltd.
(Reasons for nomination as candidate for Director)
Mr. Fumitoshi Imaizumi has extensive experience and insight in thetelecommunications industry, especially as the representative of EXEO GLOBAL,
where he has pioneered new business fields to contribute to the expansion of theGroup’s global business, and the Company believes that he is the appropriate
person to continuously increase corporate value and has nominated him as a
candidate for Director.

There are no special interests between any of the candidates and the Company.
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 4:

Election of One (1) Audit & Supervisory Board Member

Mr. Yuki Sakuyama will resign from the position of Audit & Supervisory Board Member at theconclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes
the election of one (1) Audit & Supervisory Board Member as his replacement.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidate for this position is as follows:

Yasuo Otsubo(February 9, 1959)

Number of theCompany’s shares held:
26,600Career summary and positions
June 2012

Director, General Manager of IT Innovation Department, NIPPONTELEGRAPH AND TELEPHONE EAST CORPORATION

June 2014

Managing Operating Officer, General Manager of NTT Business
Headquarters, and General Manager of Network Engineering
Department, NTT Business Headquarters, EXEO Group, Inc.

June 2015

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

June 2020

Director and Managing Operating Officer, EXEO Group, Inc.
President and Representative Director, EXEO TECHCORPORATION

July 2020

Director and Managing Operating Officer, General Manager of
Innovation Promotion Office, EXEO Group, Inc.
President and Representative Director, EXEO TECHCORPORATION

June 2021

President and Representative Director, EXEO TECHCORPORATION (present position)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2022:–
Audit & Supervisory Board
meeting attendance during
the year ended March 31,
2022:–
Term served as Auditor of
the Company:–
Notes:

1.
2.
3.
4.

5.

(Important concurrent positions)
N/A(Reasons for nomination as candidate for Audit &Supervisory Board Member)
Mr. Yasuo Otsubo has abundant experience in the telecom field and extensive
insight in overall management, having been involved in a range of operational
execution as a Director of the Company and as the president of a major subsidiary,
such as promoting the creation and expansion of innovative solution businesses,
etc., 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.

There are no special interests between Mr. Yasuo Otsubo and the Company.
Mr. Yasuo Otsubo is expected to assume office as Audit & Supervisory Board Member of C-CUBE
Corporation on June 10, 2022.
Mr. Yasuo Otsubo is scheduled to retire from his position as Director of EXEO TECH CORPORATION
on June 24, 2022.
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 candidate for Audit & Supervisory Board Member, Mr.
Yasuo Otsubo, is elected, he will enter into an agreement with the Company that limits his liability fordamages under Article 423, paragraph 1 of the Companies Act to the minimum amount prescribed bylaws 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. If Mr. Yasuo Otsubo is elected as Audit& Supervisory Board Member, he will be included as an insured person under the said insurance
contract.

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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, and (5)finance, legal matters, human resources, and labor.
If Proposal 3 and Proposal 4 are approved at this General Meeting of Shareholders, the skills ofeach Director and Audit & Supervisory Board Member will be as follows.

Name

Directors

Audit &
Supervisory
Board
Members*

Tetsuya Funabashi
Koichi Mino
Noriyuki Watabe
Yuichi Koyama
Kenji Asano
Takafumi Sakaguchi
Fumitoshi Imaizumi
Yasushi Kohara
Naoko Iwasaki
Tatsushi Mochizuki
Keiji Yoshida
Yasuo Otsubo
Masato Suwabe
Tomoko Aramaki
Shinnosuke Yamada
Kimiko Takahashi

Corporate
governanceand ESG
●
●
●
●
●
●
●
●
●
●
●
●
●
●

Innovation
and DXEngineering

●
●

●
●

●
●

●
●
●

●

●

●

●
●

Marketingand global
business
●
●
●
●
●
●
●
●
●
●
●
●

Finance,legal matters,
humanresources,
and labor
●

●
●

●
●
●
●
●
●

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

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