[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 4, 2020
To Our Shareholders:
Tetsuya Funabashi
President and Representative Director
KYOWA EXEO CORPORATION
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 66th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 66th Ordinary General Meeting of Shareholders of KYOWA
EXEO CORPORATION (the “Company”) will be held on June 24, 2020, as described hereunder.
Recently, the situation in Tokyo is that, to prevent the spread of the novel coronavirus (COVID19), people are requested to refrain from going out. Given this situation, we have carefully
considered how to proceed with the meeting and decided to hold it with the appropriate infection
prevention measures in place.
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 infection, and that, regardless of health condition, shareholders
refrain from physically attending the venue to the extent possible on the day.
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 Tuesday, June 23, 2020.
<Measures to be taken for COVID-19 at the General Meeting of Shareholders> At this year’s General Meeting, the number of seats in the room will be significantly reduced compared to usual
years, since the spacing between seats will be increased in order to prevent the spread of infection. Due to thelimited number of seats, even if you attend the venue on the day, we may have to refuse entry. Your understandingis highly appreciated.
 We will check your body temperature at the entrance hall on the 1st Floor, and may refuse admission to those
who have a fever or are in poor physical condition.

Alcohol disinfectant for shareholders will be made available near the reception desk.

If you are intending to attend the venue, you should confirm your physical condition before coming, and take
infection prevention measures such as bringing and wearing a mask.
Each of our officers and staff in attendance will have their physical condition confirmed, including bodytemperature checks, 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 infection. We ask that you readthrough this convocation notice in advance.
Videos of the parts of the meeting relating to the matters to be reported, etc. (including presentations), will beavailable at a later date on our website below.
https://www.exeo.co.jp/ir/kabushiki.html#ir_kabushiki_meeting-1-

[Translation]

Meeting Details
1. Date and Time:

Wednesday, June 24, 2020 at 10:00 a.m. (Japan time)(The reception will begin at 9:00 a.m.)

2. Venue:

29-20, Shibuya 3-chome, Shibuya-ku, Tokyo
KYOWA EXEO CORPORATION 3F Conference Room

3. Purposes:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 66th Fiscal Year(from April 1, 2019 to March 31, 2020) and Reports of Audit on the Consolidated
Financial Statements by Accounting Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 66th Fiscal Year (from April 1, 2019
to March 31, 2020)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to Articles of Incorporation
Proposal 2:
Election of Three (3) Directors
Proposal 3:
Election of Three (3) Audit & Supervisory Board Members
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 5:
4. Method of Notification of Revisions to Shareholders:
Any revisions to the contents of the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, or Non-Consolidated
Financial Statements made by the day immediately preceding the day of the General Meetingof Shareholders will be notified by mailing of documents or posting 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 DOE (dividend on equity ratio) as an index and ourbasic 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:¥40
Total amount of dividends:¥4,487,567,920

3.

Effective date of dividend from surplus
Thursday, June 25, 2020-3-

[Translation]

Proposal 2:
Partial Amendments to Articles of Incorporation
1. Reason for Proposal
To prepare for future business development, we propose amending Article 2 of the Articles ofIncorporation of the Company to make the necessary additions to the business purposes set forth
therein.
2. Details of Amendments
The details of the amendments are as follows.
(Underlined portions are amended)
Current Articles of Incorporation(Purpose)
Article 2
The Company shall operate the following
business both in Japan and overseas.
(1) through (8)(Omitted)(9) Sale, lease and repair of information processing
equipment, telecommunication equipment,
industrial/household electrical equipment,
building materials, construction machinery andvehicles(10) through (16)(Newly established)(17)(Omitted)(Omitted)

Proposed Amendments(Purpose)
Article 2(Same as the present)(1) through (8)(Same as the present)(9) Sale, lease, repair and import/export of
information processing equipment,
telecommunication equipment,
industrial/household electrical equipment,
building materials, construction machinery andvehicles(10) through (16) (Same as the present)(17) Second-hand goods trade(18)(Same as the present)-4-

[Translation]

Proposal 3:
Election of Three (3) Directors
Six (6) Directors, namely, Mr. Yoshiaki Matsuzaka, Mr. Noritsugu Totani, Mr. Yuki Sakuyama,
Mr. Hiroaki Kubozono, Mr. Toshihiko Kumamoto, and Mr. Toshiro Ue, will resign from theirpositions at the conclusion of this Ordinary General Meeting of Shareholders.
In order to enhance the efficiency of the management system, the Company proposes to decrease
the total number of Directors by three (3) and to elect three (3) Directors as replacements for the
resigning 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.

1

Name

Koichi Mino

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

New

Managing Operating
Officer, General
Manager of NTT
Business
Headquarters, andNTT Sales Division,
NTT Business
Headquarters,
KYOWA EXEOCORPORATION––Managing Operating
Officer, General
Manager ofCommunication &Business Network
Headquarters,
KYOWA EXEOCORPORATION

–

–

–

–

2

Kenji Asano

New

3

Tatsushi Mochizuki

New

Outside–Independent-5-[Translation]

No. 1

Koichi Mino
(Nov. 15, 1960)

Number of theCompany’s shares held:
13,500(Career summary, positions and areas of responsibility)
Jun. 2011

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

Jul. 2014

General Manager of NTT Sales Division, NTT Business
Headquarters, KYOWA EXEO CORPORATION

Jun. 2015

Operating Officer, General Manager of NTT Business Headquarters,
KYOWA EXEO CORPORATION

Jun. 2017Managing Operating Officer, and General Manager of NTT Sales
Division, NTT Business Headquarters, KYOWA EXEOCORPORATION (present position)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2020:
Term served as Director of
the Company:
No. 2(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Koichi Mino has abundant experience in the telecom industry, taking strong
leadership as the General Manager of NTT Business Headquarters to promote theexpansion of the telecommunications carriers 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.

Kenji Asano(May 23, 1962)

Number of theCompany’s shares held:
2,000(Career summary, positions and areas of responsibility)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2020:
Term served as Director of
the Company:-

Jun. 2015

Director, General Manager of Tokyo Division, NIPPONTELEGRAPH AND TELEPHONE EAST CORPORATION

Jun. 2017

President and Representative Director, NTT INFRASTRUCTURE
NETWORK CORPORATION

Jun. 2019

Managing Operating Officer, General Manager of Communication& Business Network Headquarters, KYOWA EXEOCORPORATION (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Kenji Asano has abundant experience in the telecom infrastructure industry
and has been promoting business expansion in the public telecom infrastructure
fields as General Manager of the Communication & Business Network
Headquarters, and the Company believes that he is the appropriate person tocontinuously increase corporate value and has nominated him as a candidate for
Director.

-6-

[Translation]

Tatsushi Mochizuki

No. 3(Apr. 19, 1956)

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

New Candidate
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2020:
Term served as Outside
Director of the Company:
Notes:

1.
2.
3.

Jul. 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

Sep. 2017

Chairman, Institute of Scientific Approaches for Fire & DisasterAug. 2019

Secretary-General, National Association Chairpersons of Town andVillage Assemblies (present position)(Important concurrent positions)
Secretary-General, National Association Chairpersons of Town and Village
Assemblies(Reasons for nomination as candidate for Outside Director)
Mr. Tatsushi Mochizuki has been involved in key positions such as central
government ministries and local governments for many years. The Company
believes that he will appropriately fulfill his role with the extensive insights
accumulated through his career. The Company has therefore nominated him as a
candidate for Outside Director.

There are no conflicts of interest between any of the candidates and the Company.
Mr. Tatsushi Mochizuki is a candidate for Outside Director, 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.
Liability Limitation Agreements with Outside Directors
In order for our Outside Directors to more effectively perform in their expected roles, Article 39 of thecurrent Articles of Incorporation of the Company provides that the Company may enter into agreementswith its Outside Directors limiting their liability for failure to properly perform their respective duties.
If candidate for Outside Director, Mr. Tatsushi Mochizuki, is elected, he will enter into an agreementwith the Company that limits his liability for damages under Article 423, paragraph 1 of the Companies
Act to the minimum amount prescribed by laws and regulations.

-7-[Translation]

Proposal 4:
Election of Three (3) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Members Mr. Yoshiharu Takizawa, Mr. Kozo
Meguro and Ms. Tomoko Aramaki will expire at the conclusion of this Ordinary General Meetingof Shareholders. Accordingly, the Company proposes the election of three (3) Audit &Supervisory Board Members.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidates for these positions are as follows:
No.

Name

1

Tomoko Aramaki Reelection

2

Yuki Sakuyama

New

3

Shinnosuke
YamadaNew

Positions

Outside Audit &Supervisory
Independent Board Member
Director
Outside–Independent-8-

Term served
as Audit &Supervisory
Board
MemberBoard ofDirectors
meeting
attendance

Audit &
Supervisory
Board
meeting
attendance

2 years

14/15

15/16

–

15/15

–

–

–

–

[Translation]

No. 1

Tomoko Aramaki(Nov. 7, 1968)

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

Candidate for Reelection
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2020:
14/15 times (93%)

Oct. 1991

Joined Century Audit Corporation

Mar. 1995

Registered as Certified Public Accountant

Jul. 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

Jun. 2008

Audit & Supervisory Board Member, PARIS MIKI HOLDINGS Inc.

Jun. 2015

Director, in charge of Investor Relations, PARIS MIKI HOLDINGS
Inc.

Dec. 2015

Audit & Supervisory Board Member, SACOS CORPORATION(present position)

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)

Jun. 2018
Outside Audit & Supervisory Board Member, KYOWA EXEO
Audit & Supervisory Board
CORPORATION (present position)
meeting attendance during
the year ended March 31, (Important concurrent positions)
Director, Aramaki CPA Office
2020:
Audit & Supervisory Board Member, SACOS CORPORATION
15/16 times (93%)
Member of Outside Expert Committee, Organization for Postal Savings, Postal
Life Insurance and Post Office Network
Term served as Outside
Audit &Supervisory Board
Member of the Company:
2 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)(Reasons for nomination as candidate for Outside Audit & Supervisory Board
Member)Ms. Tomoko Aramaki has abundant experience and expertise in finance andaccounting as a Certified Public Accountant and Tax Accountant, and theCompany believes that she will appropriately perform her duties as Audit &Supervisory Board Member. The Company has therefore nominated her as a
candidate for reelection.

-9-

[Translation]

No. 2

Number of theCompany’s shares held:
9,200

Yuki Sakuyama(Mar. 19, 1958)(Career summary and positions)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2020:
15/15 times (100%)

Jun. 2010

Vice President, NTT Access Network Service Systems Laboratories,
NTT Information Sharing Laboratory Group, NIPPONTELEGRAPH AND TELEPHONE CORPORATION

Jul. 2012

Vice President, Ikeno Tsuken Co., Ltd.

Dec. 2012

President and Representative Director, Ikeno Tsuken Co., Ltd.

Jun. 2013

Director, KYOWA EXEO CORPORATION (present position)

Jul. 2015

President and Representative
CORPORATION (present position)

Director,

EXEO

TECH

(Important concurrent positions)
N/A(Reasons for nomination as candidate for Audit & Supervisory Board Member)
Mr. Yuki Sakuyama 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,
Audit & Supervisory Board and the Company believes that he will appropriately perform his duties as Audit &meeting attendance during Supervisory Board Member. The Company has therefore nominated him as a
the year ended March 31, candidate for Audit & Supervisory Board Member.
2020:
Term served as Audit&Supervisory Board
Member of the Company:-- 10 -

[Translation]

Shinnosuke Yamada

No. 3(Feb. 20, 1956)

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

New Candidate
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2020:-

Oct. 1983

Joined Asahi & Co.

Mar. 1987

Registered as Certified Public Accountant

May 2007

Representative Partner, KPMG AZSA & Co.

Jul. 2010

Managing Board Member, The Japanese Institute of Certified Public
Accountants

Jun. 2013

Deputy Chairman of Tokyo Chapter, The Japanese Institute ofCertified Public Accountants

Jul. 2017

Chairman of the Partnership Board, KPMG AZSA LLC

Jul. 2018

Head of Shinnosuke Yamada CPA Office (present position)

Sep. 2018

Auditor, Toho University (present position)(Important concurrent positions)
Head of Shinnosuke Yamada CPA Office
Auditor, Toho University(Reasons for nomination as candidate for Outside Audit & Supervisory Board
Member)Mr. Shinnosuke Yamada has abundant experience and expertise in finance andAudit & Supervisory Board accounting as a Certified Public Accountant, and the Company believes that hemeeting attendance during will appropriately perform his duties as Audit & Supervisory Board Member. The
the year ended March 31, Company has therefore nominated him as a candidate for Outside Audit &Supervisory Board Member.
2020:
Term served as Outside
Audit &Supervisory Board
Member of the Company:
Notes:

1.
2.

3.
4.
5.
6.

There are no conflicts of interest between any of the candidates and the Company.
Ms. Tomoko Aramaki and Mr. Shinnosuke Yamada are candidates for Outside Audit & Supervisory
Board Member 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.
Mr. Yuki Sakuyama is expected to assume office as Audit & Supervisory Board Member of C-CUBE
Corporation on June 11, 2020 and Audit & Supervisory Board Member of Daiwa Densetsu Corporation
on June 18, 2020
Mr. Yuki Sakuyama is scheduled to retire from his position as Director of EXEO TECHCORPORATION on June 24, 2020.
Mr. Shinnosuke Yamada is expected to assume office as Outside Director of T&D Holdings, Inc. on
June 25, 2020.
Liability Limitation Agreements with Audit & Supervisory Board Members
In order for our Audit & Statutory 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 agreement with its Audit & Supervisory Board Members limiting their liability for failure toproperly perform their respective duties. The candidate for Audit & Supervisory Board Member, Ms.
Tomoko Aramaki has entered 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, and if her reelection is approved, the above liability limitation agreement will continue. If
the candidates for Audit & Supervisory Board Members, Mr. Yuki Sakuyama and Mr. Shinnosuke
Yamada, are elected, they will enter into an agreement with the Company that limits their liabilities fordamages under Article 423, paragraph 1 of the Companies Act to the minimum amount prescribed bylaws and regulations.

- 11 -

[Translation]

Proposal 5:
Election of One (1) Substitute Audit & Supervisory Board Member
In order to prepare for a possible situation in which the number of Audit & Supervisory Board
Members falls below the number required by laws and regulations, the Company proposes theelection of one (1) Substitute Audit & Supervisory Board Member.
Note that we may cancel this election by a resolution of the Board of Directors after obtaining theconsent of the Audit & Supervisory Board to the cancellation, provided that the resolution forcancellation is approved before she takes office.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidate for this position is as follows:

Kimiko Takahashi(Jan. 5, 1963)

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

New Candidate
Outside Officer
Independent Officer

Notes:

1.
2.
3.

Oct. 1987

Registered as Certified Public Accountant

Apr. 1988

Joined KPMG Minato Audit Firm (currently KPMG AZSA LLC)

Oct. 2006

Registered as Attorney

Oct. 2006

Re-registered as Certified Public Accountant

Oct. 2006

Joined Mitsui Company

Aug. 2011

Head of Kimiko Takahashi Law Firm (present position)

Jul. 2015

Chair of Tax Committee No.2, The Japanese Institute of Certified
Accountants Tokyo Chapter(Important concurrent positions)
Head of Kimiko Takahashi Law Firm
(Reasons for nomination as candidate for substitute Outside Audit & Supervisory
Board Member)
As Certified Public Accountant and Attorney, Ms. Kimiko Takahashi has a wealthof experience and expertise in finance, accounting, and law. The Company
believes that she will appropriately perform her duties as Audit & Supervisory
Board Member in case of a vacancy on the Board. The Company has therefore
nominated her as candidate for substitute Outside Audit & Supervisor Board
Member.

There are no conflicts of interest between Ms. Kimiko Takahashi and the Company
Ms. Kimiko Takahashi is a candidate for substitute Outside Audit & Supervisory Board Member, andis also a candidate for Independent Officer, the latter of which is an office provided for in the regulationsof Tokyo Stock Exchange, Inc. and the Company’s regulations.
Liability Limitation Agreements with Audit & Supervisory Board Members
In order for our Audit & Statutory 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 agreement with its Audit & Supervisory Board Members limiting their liability for failure toproperly perform their respective duties. If the candidate for substitute Outside Audit & Supervisory
Board Member, Ms. Kimiko Takahashi, assumes office as an Outside Audit & Supervisory Board
Member, 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.

- 12 -