This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities code: 4323
June 10, 2024
To Shareholders with Voting Rights:
HIRABAYASHI Takeaki
President
Japan System Techniques Co., Ltd.
2-3-18 Nakanoshima, Kita-ku,
Osaka-shi, Osaka

NOTICE OF
THE 52nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 52nd Annual General Meeting of Shareholders of Japan System
Techniques Co., Ltd. (the “Company”) will be held as described below.
In convening this meeting, the Company is taking measures for electronic provision and has posted
electronic provision measures matters as “Notice of the 52nd Annual General Meeting of Shareholders”
on the following website.
Company website: https://www.jast.jp/en/ir/library/meeting/In addition, the information is posted on the following website. To view it, access the website at thefollowing URL, enter the Company’s name or securities code to perform a search, select “Basic information”
and then “Documents for public inspection/PR information.”
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not attending the meeting in person, please review the Reference Documents for the General
Meeting of Shareholders included in the electronic provision measures matters, and exercise your voting
rights in accordance with the “Guide to Exercising Voting Rights” below (in the Japanese version only) by
no later than 5:30 p.m. Japan time on Monday, June 24, 2024.

-1-1. Date and Time:
2. Place:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Conference room, Nakanoshima Festival Tower 29F
2-3-18 Nakanoshima, Kita-ku, Osaka-shi, Osaka

3. Meeting Agenda:
Matters to be reported:1. The Business Report and the Consolidated Financial Statements for theCompany’s 52nd fiscal year (from April 1, 2023 to March 31, 2024),
and the results of audits of the Consolidated Financial Statements by the
Independent Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the Company’s 52nd
fiscal year (from April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation (1)Proposal 1:
Partial Amendments to the Articles of Incorporation (2)Proposal 2:
Election of Eight (8) Directors (excluding Directors Who Are Audit &Proposal 3:
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit & Supervisory Committee
Proposal 4:
Members
Election of One (1) Substitute Director Who Are Audit & Supervisory
Proposal 5:
Committee Member
Determination of the Amount of Remuneration, etc., for Directors
Proposal 6:(excluding Directors Who Are Audit & Supervisory Committee Members)
Determination of the Amount of Remuneration, etc., for Directors Who Are
Proposal 7:
Audit & Supervisory Committee Members
Establishment of the Remuneration Limit Related to the Performance-linked
Proposal 8:
Stock Remuneration Plan for Directors-

Any changes made to the electronic provision measures matters will be notified on the websites they
are posted on.

-2-

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

Partial Amendments to the Articles of Incorporation (1)Reasons for amendments(1) The Company would like to make a transition from a company with Audit & Supervisory Board
to a company with Audit & Supervisory Committee in order to realize highly transparent
management and build a system that can more accurately meet the expectations of stakeholders inJapan and overseas, as well as to further speed up decision-making and execution of management
under the appropriate supervision of the Board of Directors. Accordingly, the Company proposes
to make amendments, including the establishment of new provisions regarding Directors who are
Audit & Supervisory Committee Members and the Audit & Supervisory Committee, and thedeletion of provisions regarding Audit & Supervisory Board Members and the Audit &Supervisory Board.
(2) For the purpose of continuing to recruit skillful human resources as Directors, the Company
proposes to amend the provision in Paragraph 2 of Article 27 (Exemption of Directors from
Liability) of the current Articles of Incorporation so that it can enter into liability limitationagreements with Directors who are not Executive Directors, etc. The consent of each Audit &Supervisory Board Member has been obtained with regard to this amendment.
(3) In addition, the Company proposes to make other necessary amendments, such as amending thewording and changing the number of Articles.

2.

Details of amendments to the Articles of Incorporation
The details of the amendments are as shown below. The amendments to the Articles of Incorporation inthis proposal shall become effective at the conclusion of this General Meeting of Shareholders.
Current Articles of Incorporation
CHAPTER I. General Provisions
Articles 1 to 3 <Omitted>(Organs)
Article 4 In addition to the General Meeting of
Shareholders and Directors, theCompany shall have the following
organs:(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Independent Auditor(Amended parts are underlined.)
Proposed Amendments
CHAPTER I. General Provisions
Articles 1 to 3 <Unchanged>(Organs)
Article 4 In addition to the General Meeting of
Shareholders and Directors, theCompany shall have the following
organs:(1) Board of Directors(2) Audit & Supervisory Committee<Deleted>(3) Independent Auditor

Articles 5 to 16 <Omitted>

Articles 5 to 16 <Unchanged>

CHAPTER IV. Directors and the Board of Directors(Number of Directors)
Article 17 The Company shall have no more thanten (10) Directors.

CHAPTER IV. Directors and the Board of Directors(Number of Directors)
Article 17 The Company shall have no more thanten (10) Directors (excluding Directors
who are Audit & Supervisory
Committee Members).
2
The Company shall have no more than
five (5) Directors who are Audit &Supervisory Committee Members.

<Newly established>-3-

Current Articles of Incorporation(Election)
Article 18 Directors shall be elected at the General
Meeting of Shareholders.

2

3

A resolution for the election of
Directors shall require the presence ofshareholders holding not less than onethird of the voting rights of allshareholders entitled to exercise theirvoting rights, and it shall be passed by amajority of voting rights ofshareholders present at the meeting.
Election of Directors shall not be by
cumulative voting.

Proposed Amendments(Election)
Article 18 Directors shall be elected at the General
Meeting of Shareholders by
distinguishing between Directors who
are Audit & Supervisory Committee
Members and other Directors.
2
A resolution for the election of Directors
shall require the presence ofshareholders holding not less than onethird of the voting rights of allshareholders entitled to exercise theirvoting rights, and it shall be passed by amajority of voting rights of shareholders
present at the meeting.
3
Election of Directors shall not be by
cumulative voting.

Article 19 <Omitted>

Article 19 <Unchanged>(Term of Office)
Article 20 The term of office of a Director shall
expire at the conclusion of the Annual
General Meeting of Shareholders heldwith respect to the last fiscal year
ending within one (1) year from his/herelection to office.

(Term of Office)
Article 20 The term of office of a Director(excluding a Director who is Audit &Supervisory Committee Member) shall
expire at the conclusion of the Annual
General Meeting of Shareholders heldwith respect to the last fiscal year
ending within one (1) year from his/herelection to office.
2
The term of office of a Director who is
Audit & Supervisory Committee
Member shall expire at the conclusionof the Annual General Meeting of
Shareholders held with respect to thelast fiscal year ending within two (2)years from his/her election to office.
3
The term of office of a Director who is
Audit & Supervisory Committee
Member elected as a substitute for a
Director who is Audit & Supervisory
Committee Member who retired prior to
the expiration of his/her term of officeshall be the same as the remaining termof office of the retired Director who is
Audit & Supervisory Committee
Member.
4
The effective period of a resolution toelect a substitute Director who is Audit& Supervisory Committee Member
elected pursuant to Article 329,
Paragraph 3 of the Companies Act shall
expire at the commencement of theAnnual General Meeting of
Shareholders held with respect to thelast fiscal year ending within two (2)years from his/her election.

<Newly established><Newly established><Newly established>-4-Current Articles of Incorporation(Representative Directors and Directors with
Special Titles)
Article 21 The Board of Directors shall electRepresentative Director(s) byresolution.
2

The Board of Directors may appoint one(1) Director and President, as well as
several Senior Executive Directors andExecutive Directors, respectively, byresolution.

Proposed Amendments(Representative Directors and Directors with Special
Titles)
Article 21 The Board of Directors shall electRepresentative Director(s) from among
Directors (excluding Directors who are
Audit & Supervisory Committee
Members) by resolution.
2
The Board of Directors may appoint one(1) Director and President, as well as
several Senior Executive Directors andExecutive Directors, respectively, byresolution, from among Directors(excluding Directors who are Audit &Supervisory Committee Members).

(Remuneration, etc.)
Article 22 Remuneration, bonuses and otherproperty benefits to be received by
Directors from the Company asconsideration for the execution of theirduties (hereinafter referred to as“Remuneration, etc.”) shall be
determined by resolution of a General
Meeting of Shareholders.

(Remuneration, etc.)
Article 22 Remuneration, bonuses and otherproperty benefits to be received by
Directors from the Company asconsideration for the execution of theirduties shall be determined by resolutionof a General Meeting of Shareholders,by distinguishing between Directors
who are Audit & Supervisory
Committee Members and other
Directors.

(Convocation Notice for Board of Directors
Meetings)
Article 23 Notice of convocation of a meeting of
the Board of Directors shall be sent toeach Director and Audit & Supervisory
Board Member at least three (3) days
prior to the meeting. However, in theevent of urgent necessity, such period
may be shortened.
2
If the consent of all Directors and Audit& Supervisory Board Members is
obtained, a meeting of the Board of
Directors may be held without
following the procedures forconvocation.
Article 24 <Omitted>(Convocation Notice for Board of Directors
Meetings)
Article 23 Notice of convocation of a meeting of
the Board of Directors shall be sent toeach Director at least three (3) days
prior to the meeting. However, in theevent of urgent necessity, such period
may be shortened.
2

If the consent of all Directors is
obtained, a meeting of the Board of
Directors may be held without
following the procedures forconvocation.

Article 24 <Unchanged>-5-Current Articles of Incorporation<Newly established>

Proposed Amendments(Delegation of Decisions on Important Business
Execution)
Article 25 Pursuant to the provision of Article 39913, Paragraph 6 of the Companies Act,
the Company may delegate all or part ofdecisions on the execution of importantbusiness operations (excluding mattersset forth in each item of Paragraph 5 ofthe same Article) to Directors by aresolution of the Board of Directors.

Articles 25 to 26 <Omitted>

Articles 26 to 27 <Unchanged>(Exemption of Directors from Liability)
Article 27 The Company may, by resolution of theBoard of Directors, exempt a Director(including a person who was a Director)
from liability under Article 426,
Paragraph 1 of the Companies Act,
within the limits set by laws andregulations, if the Director has acted ingood faith and without grossnegligence, and the Company deems it
particularly necessary in considerationof the details of the facts that caused theliability, the status of the execution ofduties by the Director, and othercircumstances.
2
The Company may enter into anagreement under which it assumes
liability, up to the amount specified bylaws and regulations, with an External
Director regarding his or her liability
under Article 427, Paragraph 1 of theCompanies Act, if the External Director
has acted in good faith and withoutgross negligence, and the Company
deems it particularly necessary inconsideration of the details of the facts
that caused the liability, the status of theexecution of duties by the Director, andother circumstances.

(Exemption of Directors from Liability)
Article 28 Pursuant to the provision of Article 426,
Paragraph 1 of the Companies Act, theCompany may, by resolution of theBoard of Directors, exempt a Director(including a person who was a Director)
from liability for damages arising fromnegligence in the performance of theirduties, to the extent permitted by laws
and regulations.

-6-

2

Pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act,
the Company may enter into anagreement with Directors (excluding
Executive Directors, etc.) to limit their
liability for damages arising fromnegligence in the performance of theirduties. However, the maximum amountof liability pursuant to the agreement
shall be the amount stipulated by laws
and regulations.

Current Articles of Incorporation
CHAPTER V. Audit & Supervisory Board Members
and the Audit & Supervisory Board(Number of Audit & Supervisory Board Members)
Article 28 The Company shall have no more than
five (5) Audit & Supervisory Board
Members.

Proposed Amendments<Deleted>(Election)
Article 29 Audit & Supervisory Board Members
shall be elected at the General Meetingof Shareholders.
2
A resolution for the election of Audit &Supervisory Board Members shallrequire the presence of shareholders
holding not less than one-third of thevoting rights of all shareholders entitled
to exercise their voting rights, and it
shall be passed by a majority of voting
rights of shareholders present at themeeting.

<Deleted>(Term of Office)
Article 30 The term of office of an Audit &Supervisory Board Member shall expire
at the conclusion of the Annual General
Meeting of Shareholders held withrespect to the last fiscal year ending
within four (4) years from his/herelection to office.
2
The term of office of an Audit &Supervisory Board Member elected as a
substitute for an Audit & Supervisory
Board Member who retired prior to the
expiration of his/her term of office shallbe the same as the remaining term ofoffice of the retired Audit &Supervisory Board Member.

<Deleted>(Effect of Resolution on Election of Substitute Audit& Supervisory Board Member)
Article 31 The effect of resolution on election of a
substitute Audit & Supervisory Board
Member shall expire at thecommencement of the Annual General
Meeting of Shareholders held withrespect to the last fiscal year ending
within four (4) years from his/herelection to office.

<Deleted>(Full-time Audit & Supervisory Board Members)
Article 32 The Audit & Supervisory Board shallelect full-time Audit & Supervisory
Board Members by resolution.

<Deleted>-7-<Deleted>

Current Articles of Incorporation(Remuneration, etc.)
Article 33 Remuneration, etc., for Audit &Supervisory Board Members shall be
determined by resolution of the General
Meeting of Shareholders.

Proposed Amendments<Deleted>(Convocation Notice for Audit & Supervisory
Board Meetings)
Article 34 Notice of convocation of a meeting of
the Audit & Supervisory Board shall besent to each Audit & Supervisory Board
Member at least three (3) days prior tothe meeting. However, in the event ofurgent necessity, such period may be
shortened.
2
If the consent of all Audit &Supervisory Board Members is
obtained, a meeting of the Audit &Supervisory Board may be held without
following the procedures forconvocation.

<Deleted>(Audit & Supervisory Board Regulations)
Article 35 In addition to laws and regulations andthese Articles of Incorporation, mattersconcerning the Audit & Supervisory
Board shall be governed by the Audit &Supervisory Board Regulations
established by the Audit & Supervisory
Board.

<Deleted>(Exemption of Audit & Supervisory Board
Members from Liability)
Article 36 The Company may, by resolution of theBoard of Directors, exempt an Audit &Supervisory Board Member (including
a person who was an Audit &Supervisory Board Member) fromliability under Article 426, Paragraph 1of the Companies Act, within the limits
set by laws and regulations, if the Audit& Supervisory Board Member has acted
in good faith and without grossnegligence, and the Company deems it
particularly necessary in considerationof the details of the facts that caused theliability, the status of the execution ofduties by the Audit & Supervisory
Board Member, and othercircumstances.

<Deleted>-8-2Current Articles of Incorporation
The Company may enter into anagreement under which it assumes
liability, up to the amount specified bylaws and regulations, with an External
Audit & Supervisory Board Member
regarding his or her liability under
Article 427, Paragraph 1 of theCompanies Act, if the External Audit &Supervisory Board Member has acted ingood faith and without grossnegligence, and the Company deems it
particularly necessary in considerationof the details of the facts that caused theliability, the status of the execution ofduties by the External Audit &Supervisory Board Member, and othercircumstances.
<Newly established><Newly established><Newly established><Newly established>

Proposed Amendments

CHAPTER V. Audit & Supervisory Committee(Full-time Audit & Supervisory Committee
Members)
Article 29 The Audit & Supervisory Committee
may elect full-time Audit & Supervisory
Committee Members by resolution.
(Convocation Notice for Audit & Supervisory
Committee Meetings)
Article 30 Notice of convocation of a meeting of
the Audit & Supervisory Committee
shall be sent to each Audit &Supervisory Committee Member at least
three (3) days prior to the meeting.
However, in the event of urgent
necessity, such period may be shortened.
2
If the consent of all Audit &Supervisory Committee Members is
obtained, a meeting of the Audit &Supervisory Committee may be held
without following the procedures forconvocation.
(Audit & Supervisory Committee Rules)
Article 31 In addition to laws and regulations andthese Articles of Incorporation, mattersconcerning the Audit & Supervisory
Committee shall be governed by the
Audit & Supervisory Committee Rules
established by the Audit & Supervisory
Committee.

-9-Current Articles of Incorporation
CHAPTER VI. Accounting
Articles 37 to 40 <Omitted><Newly established>

Proposed Amendments
CHAPTER VI. Accounting
Articles 32 to 35 <Unchanged>
Supplementary Provisions(Transitional Measures for Exemption of Audit &Supervisory Board Members from Liability)
Article 1 Pursuant to the provision of Article 426,
Paragraph 1 of the Companies Act, theCompany may, by resolution of theBoard of Directors, exempt an Audit &Supervisory Board Member (including aperson who was an Audit & Supervisory
Board Member) from liability fordamages arising from negligence in theperformance of their duties, to theextent permitted by laws andregulations, with respect to any acts
undertaken prior to the effective time ofthe partial amendments to the Articles
of Incorporation approved at the 52nd
Annual General Meeting of
Shareholders.

- 10 -

Proposal 2: Partial Amendments to the Articles of Incorporation (2)1. Reasons for amendments
In line with the enforcement of the “Act for Partial Amendment of the Act on Strengthening Industrial
Competitiveness, etc.” (Act No. 70 of 2021), it has become possible to hold a General Meeting of
Shareholders without a designated location by the Articles of Incorporation (a General Meeting of
Shareholders in which shareholders attend via the Internet, etc. without establishing a physical venue, socalled “virtual-only General Meeting of Shareholders”). Taking into consideration the occurrence of largescale disasters including unexpected infectious diseases and natural disasters, as well as the progress ofdigitalization of society as a whole, the Company believes that it will contribute to the interests ofshareholders to expand the method of holding the General Meeting of Shareholders that can be chosen,
and therefore proposes to add Article 11, Paragraph 2 to the current Articles of Incorporation. The Boardof Directors will decide on the method of holding the General Meeting of Shareholders after carefulconsideration, taking into consideration the social circumstances of the time, as well as consideration for
securing the interests and rights of shareholders. In making the amendment, the Company has received theconfirmation by the Minister of Economy, Trade and Industry and the Minister of Justice to the effect thatthe amendment satisfies the requirements provided for by the Ordinance of the Ministry of Economy, Tradeand Industry and the Ordinance of the Ministry of Justice as they contribute to strengthening industrial
competitiveness while taking into consideration the interests of shareholders.
2.

Details of amendments to the Articles of Incorporation
The details of the amendments are as shown below. The amendments to the Articles of Incorporation inthis proposal shall become effective at the conclusion of this General Meeting of Shareholders.

Current Articles of Incorporation
CHAPTER III. General Meeting of Shareholders(Convocation)
Article 11 <Omitted><Newly established>(Amended parts are underlined.)
Proposed Amendments
CHAPTER III. General Meeting of Shareholders(Convocation)
Article 11 <Unchanged>
2
The Company may designate a General
Meeting of Shareholders as a General
Meeting of Shareholders without adesignated location.

- 11 -

Proposal 3:

Election of Eight (8) Directors (excluding Directors Who Are Audit & Supervisory
Committee Members)

If Proposal 1: Partial Amendments to the Articles of Incorporation (1) is approved as originally proposed,
the Company will become a company with an Audit & Supervisory Committee, and all of the ten (10)Directors will retire due to the expiration of their terms of office when the amendments to the Articles ofIncorporation become effective. The Company therefore requests the election of eight (8) Directors(excluding Directors who are Audit & Supervisory Committee Members; hereinafter the same shall apply
in this proposal) (of which, three (3) are External Directors) after the transition to a company with an Audit& Supervisory Committee.
The Company has established a voluntary Nomination and Remuneration Committee which is chairedby an independent External Director and consists of at least half of the members who are independent
External Directors, with the aim of strengthening the fairness, transparency, and objectivity of theprocedures related to nomination, remuneration, etc. of Directors and further enhancing corporate
governance. Candidates have been selected upon deliberation and report by said committee.
This proposal shall take effect subject to the amendments to the Articles of Incorporation in Proposal 1:
Partial Amendments to the Articles of Incorporation (1) becoming effective.
The Director candidates are as follows:

Current positions at theCompany

Attendance at
the Board of
Directors
meetings

No.

Name

Gender1

HIRABAYASHI Takeaki[Reappointment]

Male

President

14/14(100%)

2

BAN Hiroaki[Reappointment]

Male

Director
Vice President

14/14(100%)

3

TSUCHIYA Yuji
[Reappointment]

Male

Director
Executive Officer

14/14(100%)

4

MUGURUMA Chiharu[Reappointment]

Male

Director
Executive Officer

14/14(100%)5

HIRABAYASHI Taku
[Reappointment]

Male

Director
Senior Officer

12/12(100%)

Male

External Director

Male

External Director

HOSOE Yutaka[Reappointment]
AKIBA Toshiyuki[Reappointment]
GAO Yongdong[New candidate]678Notes:

1.
2.

3.

−

Male

Attribute[External][Independent][External][Independent]

13/14
(92%)
14/14
(100%)[External]−

There is no special interest between any of the candidates and the Company.
The Company has concluded agreements with Mr. HOSOE Yutaka and Mr. AKIBA Toshiyuki limiting liability fordamages as stipulated in Article 423, Paragraph 1 of the Companies Act. The limit of the amount of liability fordamages under the agreements shall be the amount stipulated by laws and regulations. If they are reelected, theCompany plans to continue the agreements with them. In addition, if the election of Mr. GAO Yongdong isapproved, the Company plans to enter into a similar liability limitation agreement with him.
The directors and officers liability insurance contract is as described in “Outline of Contents of Directors andOfficers Liability Insurance Contract” in the Business Report. If each candidate is elected, they will be includedin the insured persons of this contract.

- 12 -

4.

The Company has provided notification that Mr. HOSOE Yutaka and Mr. AKIBA Toshiyuki are Independent
Directors in accordance with the regulations of the Tokyo Stock Exchange. If they are reelected, the Company
plans that they remain an Independent Director.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1973
April 2005
June 2020

Number ofshares of theCompany held

Established the Company, Representative Director
President and CEO
President (current position)[Significant concurrent positions]Representative Director, Just Co., Ltd.

388,000

HIRABAYASHI Takeaki(April 23, 1938)
1[Reappointment]
Number of years served
as Director: 52 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Having led the Company’s group in making important management decisions, etc. as Representative Director
since the Company’s establishment, Mr. HIRABAYASHI Takeaki has strived to ensure understanding andacceptance of values by executing management philosophy and to lay the groundwork for growth. As he has thus
played important roles as a Director, the Company has renominated him as a candidate for Director.

- 14 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
January 1981
June 2012
June 2019
June 2021

BAN Hiroaki(January 13, 1961)
2[Reappointment]

April 2024

Joined the Company
Director in Charge of Tokyo Software; and General
Manager, Eastern Japan Software Division, theCompany
Executive Director in Charge of Eastern Japan
Region, Medical Big Data Business, and Tokyo
New Business Promotion, the Company
Senior Executive Director in Charge of EasternJapan Region, Medical Big Data Business, Tokyo
New Business Promotion, and Global Business, theCompany
Vice President in Charge of Medical Big Data
Business, Tokyo New Business Promotion, Global
Business, and Staff Department, the Company(current position)

Number ofshares of theCompany held

84,000[Significant concurrent positions]
Number of years served
Director,
JAST Asia Pacific Co., Ltd.
as Director: 12 years (atthe conclusion of this Director, Virtual Calibre SDN. BHD.
meeting)
Director, Virtual Calibre MSC SDN. BHD.
[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2012, Mr. BAN Hiroaki has played important roles, including executing
business and making management decisions/supervising management, as a Director in charge of the EasternJapan Region and Medical Big Data Business, and since he was appointed as a Vice President in 2024, he has
led the management of the group. In light of his experience and achievements, the Company has renominatedhim as a candidate for Director.

- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1983
June 2016

TSUCHIYA Yuji
(June 8, 1962)
3

Joined the Company
Director in Charge of GAKUEN Business, theCompany
April 2024
Director and Executive Officer in Charge of
GAKUEN Business, New Business Promotion,
BankNeo Business, and Western Japan System
Integration Business, the Company (current
position)[Significant concurrent positions]
Chairperson, Shanghai Jiafeng Information Technology Co., Ltd.

Number ofshares of theCompany held

71,400[Reappointment]
Number of years served
as Director: 8 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2016, Mr. TSUCHIYA Yuji has played important roles, including
executing business and supporting management decisions, and led the effort to expand the Company’s branded
products as a Director in charge of GAKUEN Business, BankNeo Business, and system integration business inwestern Japan. As he has strived to enhance the corporate value of the Company’s group, the Company hasrenominated him as a candidate for Director.

- 16 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
June 2019
April 2023

April 2024
MUGURUMA Chiharu(October 22, 1964)
4

Joined the Company
Director in Charge of Eastern Japan System
Integration Business, the Company
Director in Charge of Eastern Japan System
Integration Business; Digital Transformation
Promotion; and General Manager, ASEAN
Business Division, the Company
Director and Executive Officer in charge ofCorporate Department, General Manager,
Management Planning Department, the Company(current position)

Number ofshares of theCompany held

36,600[Reappointment]
Number of years served
as Director: 5 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2019, Mr. MUGURUMA Chiharu has played important roles as a Director
in charge of the Company’s system integration business in eastern Japan and, in Global Business, led theimprovement of corporate value of subsidiaries in the Association of Southeast Asian Nations region, and since2024, strived to play an important role including management decision-making and supervision in charge ofCorporate Department. Accordingly, the Company has renominated him as a candidate for Director.

- 17 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1998
June 2023
April 2024

Joined the Company
Director in Charge of Management Planning &Business Administration; and General Manager,
Management Planning Department, the Company
Director and Senior Officer in charge of Finance &IR, the Company (current position)

557,280

HIRABAYASHI Taku
(June 7, 1969)
5

Number ofshares of theCompany held

[Reappointment]
Number of years served
as Director: 1 year (at theconclusion of thismeeting)[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2023, Mr. HIRABAYASHI Taku has executed his duties in the
management planning and administrative departments. The Company has judged that he is an essential person,
taking charge of finance and IR from 2024, for further improving the effectiveness of decision-making andsupervisory functions for the Company to achieve sustainable growth and medium- to long-term corporate value.
Accordingly, the Company has renominated him as a candidate for Director.

- 18 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983
June 2004

HOSOE Yutaka(August 16, 1959)

Joined Toyota Industries Corporation
Director/Consultant, Admix Partners YK (current
position)
April 2007
President, BNI Systems Corp.
July 2011
Executive Vice-President, NTT Data China
Outsourcing Co., Ltd.
July 2014
Chief Executive Officer, Innovative Solutions Inc.
(current position)
June 2017
External Director, the Company (current position)[Significant concurrent positions]
Director/Consultant, Admix Partners YK
Chief Executive Officer, Innovative Solutions Inc.

Number ofshares of theCompany held

0

[Reappointment][External][Independent]
6
Number of years served
as Director: 7 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Mr. HOSOE Yutaka has abundant experience and a broad range of knowledge in the leading-edge IT consulting
business and business model reconstruction, including global business, and the Company expects him to continue
to leverage his abilities to provide supervision and advice, particularly from the managerial perspective,
concerning the execution of duties by Directors in each business of the Company’s group; thus, the Company hasrenominated him as a candidate for External Director. In addition, as Chairperson of the voluntary Nomination
and Remuneration Committee, he has led its discussions in an objective manner from an independent standpoint
and played an important role in providing recommendations to the Board of Directors. The period for which Mr.
HOSOE Yutaka has served as an External Director for the Company will be seven (7) years at the conclusion ofthis meeting.

- 19 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
March 2004

January 2012

AKIBA Toshiyuki(June 18, 1956)

July 2013
June 2015
June 2021

Joined Canon Sales Co., Inc. (now Canon
Marketing Japan Inc.)
President, Canon Supercomputing S.I. Inc.; andPresident, Canon Solutions Service Inc., asubsidiary of Canon Supercomputing S.I. Inc.
(serving concurrently)
Director (part-time), Canon BizAttenda Inc.
Director (part-time), Qualysite Technologies Inc.
Director, Ftime Corporation
Managing Director, Ftime Corporation
External Director, the Company (current position)

Number ofshares of theCompany held

0

[Reappointment][External][Independent]
7

Number of years served
as Director: 3 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Having held multiple important positions including Representative Director at other companies, Mr. AKIBA
Toshiyuki has a large network of contacts including IT vendors, abundant experience, and a broad range ofknowledge in the information and communication industry, and the Company expects him to leverage his abilities
to provide supervision and advice, particularly from the expert viewpoint, concerning the execution of duties byDirectors in business expansion and in the creation of growth opportunities including new customer acquisition
and alliance expansion; thus, the Company has renominated him as a candidate for External Director. In addition,
as a member the voluntary Nomination and Remuneration Committee, he has played an important role for thecommittee to formulate recommendations to the Board of Directors by offering objective opinions from an
independent standpoint. The period for which Mr. AKIBA Toshiyuki has served as an External Director for theCompany will be three (3) years at the conclusion of this meeting.

- 20 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
August 1998

8

Participated in establishment of BNIS Co., Ltd.,
Director and Vice President
December 2002 Vice Chairman and General Manager, Wuxi
Huaxia Computer Technology Co., Ltd.
April 2011
Vice Chairman and General Manager, Wuxi NTT
DATA Co., Ltd.
January 2013
Chairman, Wuxi NTT DATA Co., Ltd.
January 2015
President, NTT DATA (China) Information
Technology Co., Ltd.
June 2017
Chairman and President, NTT DATA (China)
Information
Technology Co., Ltd. (current
GAO Yongdong
position)(November 14, 1964)[Significant concurrent positions]
Chairman and President, NTT DATA (China) Information[New candidate]Technology Co., Ltd.
[External]
Director (part-time), NTT DATA (China) Investment Co., Ltd.
Director (part-time), NTT DATA (China) Co., Ltd.
Number of years served Director (part-time), NTT DATA Information Technology Co., Ltd.
as Director: − years (atthe conclusion of thismeeting)

Number ofshares of theCompany held

0

[Reason for nomination as candidate for External Director and a description of the expected roles]
Mr. GAO Yongdong has accumulated abundant experience in the IT industry, including important positions at amajor Japanese SI group company, and the Company expects that he will provide supervision, advice, etc., on
the execution of duties by Directors from the expert viewpoint; thus, the Company has nominated him as a
candidate for External Director. In addition, he is a foreign national with a wealth of business experience in
China, and the Company has judged that he can be expected to strengthen the functions of the Board of Directorsof the Company by pointing out and making proposals on issues related to the overall management of theCompany based on his global insight.

- 21 -

Proposal 4:

Election of Three (3) Directors Who Are Audit & Supervisory Committee Members

If Proposal 1: Partial Amendments to the Articles of Incorporation (1) is approved as originally proposed,
the Company will become a company with an Audit & Supervisory Committee. Accordingly, the electionof three (3) Directors who are Audit & Supervisory Committee Members is proposed.
We note that the Company has obtained consent from the Audit & Supervisory Board about this proposal.
This proposal shall take effect subject to the amendments to the Articles of Incorporation in Proposal 1:
Partial Amendments to the Articles of Incorporation (1) becoming effective. The candidates for Directors
who are Audit & Supervisory Committee Members are as follows:

No.

Name

Gender1

YABUSHITA Masami[New candidate]Male

MOGAMI Jiro
[New candidate]
MACHIDA Misa
[New candidate]2
3Notes:

1.
2.

3.

4.

Male

Current positions at the Company
Full-time Audit &Supervisory Board Member
External Audit &Supervisory Board Member

Female−[External][Independent][External][Independent]

Attendance at
the Board of
Directors
meetings
12/12(100%)
14/14(100%)−

There is no special interest between any of the candidates and the Company.
In accordance with its Articles of Incorporation, the Company has concluded an agreement with Mr. MOGAMI
Jiro limiting liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act. The limit of theamount of liability for damages under the agreement shall be the amount stipulated by laws and regulations. If
each candidate is elected, the Company plans to enter into the agreement with them.
The directors and officers liability insurance is as described in “Outline of Contents of Directors and Officers
Liability Insurance Contract” in the Business Report. If each candidate is elected, they will be included in theinsured persons of this contract.
The Company has provided notification that Mr. MOGAMI Jiro is an Independent Director in accordance with theregulations of the Tokyo Stock Exchange. If he is elected, the Company plans that he remains an Independent
Director. In addition, Ms. MACHIDA Misa satisfies the requirements for Independent Directors. If her election isapproved, the Company will register her as an Independent Director with the Tokyo Stock Exchange.

- 22 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989
April 2014
April 2015
June 2023

Number ofshares of theCompany held

Joined the Company
General Manager, Logistics Business Division, theCompany
General Manager, Western Japan System
Integration Business Division 2, the Company
Full-time Audit & Supervisory Board Member, theCompany (current position)
7,600

1

YABUSHITA Masami(June 3, 1965)[New candidate][Reason for nomination as candidate for Director who is Audit & Supervisory Committee Member]
Mr. YABUSHITA Masami has an outstanding personality and high ethical standards. As he is expected to
conduct highly effective audits by leveraging the high level of expertise based his experience of working in the
Company’s software business in western Japan for many years, he was appointed as a full-time Audit &Supervisory Board Member of the Company in 2023. Based on his experience and achievements, the Company
judged that he continues to be an indispensable person for ensuring that performance of duties by the Company’s
Directors is audited accurately and fairly. Accordingly, the Company has nominated him as a candidate for
Director who is Audit & Supervisory Committee Member.

- 23 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

November 2007 Joined LEGAL PROFESSIONALCORPORATION HONRYU
February 2011 Joined Yamashita Kawazoe Law Office
July 2013
Joined the Kanon Law Office (current position)
June 2014
External Audit & Supervisory Board Member, theCompany (current position)[Significant concurrent positions]Representative member and attorney, Kanon Law Office0

MOGAMI Jiro
(August 2, 1978)

2[New candidate][External][Independent][Reason for nomination as candidate for External Director who is Audit & Supervisory Committee Member andoverview of the expected roles]
Mr. MOGAMI Jiro was appointed as an External Audit & Supervisory Board Member of the Company in 2014as a person suitable for a position to monitor management of the Company based on his abundant experience as
an attorney. The Company has nominated him as a candidate for External Director who is Audit & Supervisory
Committee Member because the Company expects that he will perform audits, supervision, etc. based on his
abundant legal knowledge as the Company strengthens a system to realize more transparent management andmore accurately meet the expectations of stakeholders in Japan and overseas. The Company notes that, although
Mr. MOGAMI does not have the experience of being directly involved in the management of a company, theCompany judged that he will be able to appropriately perform the duty as a Director who is Audit & Supervisory
Committee Member of the Company, because of the above reason. In addition, as a member the voluntary
Nomination and Remuneration Committee, he has offered objective opinions from an independent standpoint at
its meetings and played an important role in providing recommendations to the Board of Directors.

- 24 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

October 2003

Joined Tohmatsu & Co. (now Deloitte Touche
Tohmatsu LLC)
June 2007
Established Machida Accounting Office (current
position)
November 2019 External Director, ING Co., Ltd. (current position)[Significant concurrent positions]Representative, Machida Accounting Office
External Director, ING Co., Ltd.

0

MACHIDA Misa
(October 11, 1978)

3[New candidate][External][Independent][Reason for nomination as candidate for External Director who is Audit & Supervisory Committee Member andoverview of the expected roles]
In consideration of the skills, etc. that the Company’s Board of Directors should have, the Company expects that
Ms. MACHIDA Misa will be able to utilize her knowledge related to accounting and tax affairs in general fromthe expert viewpoint as a certified public accountant and certified public tax accountant in the auditing system of
the Company. In addition, she has high ethical standards and a high degree of sympathy for the Company’s
management philosophy. Therefore, the Company expects that she will be able to utilize her knowledge at theCompany’s Board of Directors meetings, and accordingly, has nominated her as a candidate for External Director
who is Audit & Supervisory Committee Member. The Company notes that, although Ms. MACHIDA does nothave the experience of being directly involved in the management of a company, the Company judged that she
will be able to appropriately perform the duty as a Director who is Audit & Supervisory Committee Member of
the Company, because of the above reason.

- 25 -

Proposal 5:

Election of One (1) Substitute Director who is Audit & Supervisory Committee
MemberIf Proposal 1: Partial Amendments to the Articles of Incorporation (1) is approved as originally proposed,
the Company will become a company with an Audit & Supervisory Committee. Accordingly, the electionof one (1) substitute Director who is Audit & Supervisory Committee Member is proposed, to prepare fora case of a shortfall in the number of Directors who are Audit & Supervisory Committee Membersprescribed by laws and regulations.
The effectiveness of the election may be cancelled by resolution of the Board of Directors, with theconsent of the Audit & Supervisory Committee, provided it is prior to the candidate’s assumption of office.
In addition, we note that the Company has obtained consent from the Audit & Supervisory Board about
this proposal.
This proposal shall take effect subject to the amendments to the Articles of Incorporation in Proposal 1:
Partial Amendments to the Articles of Incorporation (1) becoming effective.
The candidate for substitute Director who is Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1993

YAMAMOTO Keizo(February 3, 1970)

Joined MITA Industrial Co., Ltd. (now KYOCERA
Document Solutions Inc.)
October 1997
Joined the Osaka office of Tohmatsu & Co. (nowDeloitte Touche Tohmatsu LLC)
August 2001
Joined Idomoto Taiji Tax Accountant Firm (nowIDM Tax Accountant Corporation)
May 2017
Representative Member, IDM Tax Accountant
Corporation (current position)[Significant concurrent positions]
Outside Company Auditor, Shibutani Co., Ltd.
Outside Director, Nippo Co., Ltd.

0

[Reason for nomination as candidate for substitute External Director who is Audit & Supervisory Committee Member
and overview of the expected roles]
Mr. YAMAMOTO Keizo has been nominated as a substitute Director who is Audit & Supervisory Committee Member
as he is appropriate to serve as External Director in case the number of Directors who are Audit & Supervisory
Committee Members falls short, considering the high level of his expertise on all areas of accounting and taxation,
which he developed as a certified public accountant and certified public tax accountant. The Company notes that,
although Mr. YAMAMOTO does not have the experience of being directly involved in the management of a company,
the Company judged that he will be able to appropriately perform the duty as a Director who is Audit & Supervisory
Committee Member of the Company, because of the above reason.
Notes:

1.
2.
3.

4.

5.

There is no special interest between Mr. YAMAMOTO Keizo and the Company.
Mr. YAMAMOTO Keizo is a candidate for substitute External Director who is Audit & Supervisory Committee
Member.
In accordance with its Articles of Incorporation, the Company plans to conclude an agreement with Mr.
YAMAMOTO Keizo limiting liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act
if he takes office as Director who is Audit & Supervisory Committee Member. The limit of the amount of liability
for damages under the agreement shall be the amount stipulated by laws and regulations.
The directors and officers liability insurance contract is as described in “Outline of Contents of Directors andOfficers Liability Insurance Contract” in the Business Report. If Mr. YAMAMOTO Keizo assumes office as
Director who is Audit & Supervisory Committee Member, he will be included in the insured persons of this contract.
In addition, Mr. YAMAMOTO Keizo satisfies the requirements for Independent Directors as prescribed by the
Tokyo Stock Exchange. If his election is approved, the Company will register him as an Independent Director with
the Tokyo Stock Exchange.

- 26 -

(Reference) Expertise and experience of the Directors (Skill matrix)Name

HIRABAYASHI
TakeakiPosition after theconclusion of themeeting (planned)

TSUCHIYAYuji
MUGURUMA
Chiharu
HIRABAYASHI
Taku

Representative
Director
Director
Vice President
Director
Executive Officer
Director
Executive Officer
Director
Senior Officer

HOSOE Yutaka

External Director

AKIBA
Toshiyuki

External Director

BAN Hiroaki

GAO Yongdong
YABUSHITA
MasamiMOGAMI Jiro

MACHIDA
Misa

Attribute
Independence●●

External Director
Director
Full-time Audit &Supervisory
Committee Member
External Director
Audit &
Supervisory
Committee Member
External Director
Audit &
Supervisory
Committee Member

Expertise and experience
Finance
Accounting

Legalaffairs
Governance

IT
DX

Globalbusiness

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●
●
●

●
●
●
●

●

●

●
●
●

●
●

Brand
strategyMarketingCorporate
management

●

●

●

●
●

Note:
The table above does not represent all the knowledge and experience.

- 27 -

Proposal 6:

Determination of the Amount of Remuneration, etc., for Directors (excluding
Directors who are Audit & Supervisory Committee Members)

It was resolved at the 36th Annual General Meeting of Shareholders held on June 20, 2008 that theamount of remuneration, etc., for Directors of the Company shall be 300 million yen or less per year
(excluding employee salary). However, if Proposal 1: Partial Amendments to the Articles of Incorporation(1) is approved as originally proposed, the Company will transition to a company with Audit & Supervisory
Committee. Therefore, the Company requests for reapproval to set the amount of remuneration, etc., for
Directors (excluding Directors who are Audit & Supervisory Committee Members; hereinafter the same
shall apply in this proposal) to 300 million yen or less per year (of which, 30 million yen or less for External
Directors) after the transition to a company with Audit & Supervisory Committee, and to leave thedetermination of the specific amounts for and the timing of payment to each Director, among other things,
to the resolution by the Board of Directors. This remuneration, etc. shall not include employee salaries.
The outline of the content of the policy for decisions regarding the details of remuneration, etc. forindividual Directors of the Company is as described in “Remuneration, etc. of Directors and Audit &Supervisory Board Members” of the Business Report. However, at the Board of Directors meeting to beheld after the conclusion of this General Meeting of Shareholders, it is planned to make a change to theeffect that “Directors (excluding Directors who are Audit & Supervisory Committee Members)” shall be
substituted for “Directors” for the eligible persons, and thus, there will be no substantial change. The
Company has judged that the content of this proposal is appropriate, because it has been determined by the
Board of Directors after receiving a report from the voluntary Nomination and Remuneration Committee,
in comprehensive consideration of such matters as the business scale, officers’ remuneration system andthe level of payment thereunder, the number of incumbent officers and future developments of theCompany.
The current number of Directors is ten (10). If Proposal 1: Partial Amendments to the Articles ofIncorporation (1) and Proposal 3: Election of Eight (8) Directors (excluding Directors Who Are Audit &Supervisory Committee Members) are approved as originally proposed, the number of Directors will beeight (8) (including three (3) External Directors).
The content of this proposal shall take effect subject to the amendments to the Articles of Incorporationin Proposal 1: Partial Amendments to the Articles of Incorporation (1) becoming effective.

- 28 -

Proposal 7:

Determination of the Amount of Remuneration, etc., for Directors Who Are Audit &Supervisory Committee Members

If Proposal 1: Partial Amendments to the Articles of Incorporation (1) is approved as originally proposed,
the Company will transition to a company with an Audit & Supervisory Committee. Therefore, theCompany requests for approval to set the amount of remuneration, etc., for Directors who are Audit &Supervisory Committee Members to 60 million yen or less per year after the transition to a company with
an Audit & Supervisory Committee, and that the determination of the specific amount for and the timingof payment to each Director who is Audit & Supervisory Committee Member, among other things, shallbe made through consultation among Directors who are Audit & Supervisory Committee Members. The
Company has judged that the amount of remuneration, etc. in this proposal is appropriate in light of theduties of Directors who are Audit & Supervisory Committee Members.
If Proposal 1: Partial Amendments to the Articles of Incorporation (1) and Proposal 4: Election of Three(3) Directors Who Are Audit & Supervisory Committee Members are approved as originally proposed, thenumber of Directors who are Audit & Supervisory Committee Members will be three (3).
The content of this proposal shall take effect subject to the amendments to the Articles of Incorporationin Proposal 1: Partial Amendments to the Articles of Incorporation (1) becoming effective.

- 29 -

Proposal 8:

Establishment of the Remuneration Limit Related to the Performance-linked StockRemuneration Plan for Directors

1. Reasons for the proposal and reasons why the proposal is reasonable
At the 46th Annual General Meeting of Shareholders of the Company held on June 26, 2018, theintroduction of the “Board Benefit Trust (BBT)” stock remuneration plan for Directors (excluding External
Directors) (hereinafter referred to as the “Current BBT Plan”) was approved. At the 49th Annual General
Meeting of Shareholders held on June 25, 2021, the revision of the Current BBT Plan was approved, andthe revision has been in effect to the present (hereinafter, the resolution at the above General Meeting of
Shareholders is referred to as the “Original Resolution”).
Subject to the approval and passing of Proposal 1: Partial Amendments to the Articles of Incorporation(1) as originally proposed, the Company will transition to a company with an Audit & Supervisory
Committee. Accordingly, the Company requests for approval to abolish the current remuneration limit for
Directors (excluding External Directors) under the Current BBT Plan, and introduce a “Board Benefit
Trust-Restricted Stock (BBT-RS)” plan (hereinafter referred to as the “Plan”), which imposes transfer
restrictions on shares to be delivered until retirement, in order for Directors (excluding Directors who are
Audit & Supervisory Committee Members and External Directors; hereinafter the same shall apply in this
proposal, unless otherwise stated) and officers with specific titles (hereinafter collectively referred to as
the “Directors, etc.”) to make further efforts to enhance corporate value.
The purpose of this proposal is, as in the case of the Original Resolution, to further clarify the linkage
between the remuneration for the Directors, etc. and the business performance and stock value of theCompany, and allow Directors, etc. to share the benefit from the stock price hike and the risk of stock pricedrop with shareholders, so that Directors, etc. have a stronger awareness of contributing to the improvementof the medium- to long-term business performance and an increase in corporate value. The Company
believes that the content of this proposal is appropriate because it is consistent with the policy (described
below) for the determination regarding the details of remuneration, etc. for individual Directors of theCompany resolved at a meeting of the Board of Directors of the Company in the case where this proposal
is approved as originally proposed. In addition, the Company has received a report from the voluntary
Nomination and Remuneration Committee that the introduction of the Plan is appropriate in view of the
purpose of the Plan, the effect of providing incentives for improving medium - to long-term corporate
value, etc.
In this proposal, remuneration based on the Plan is to be paid to Directors of the Company separatelyfrom the determination of the amount of remuneration, etc., for Directors (excluding Directors who are
Audit & Supervisory Committee Members), which has been requested for approval as Proposal 6.
Accordingly, the Company requests approval for the specific method of calculating the amount of
remuneration, etc., and the specific content thereof. It is also proposed that the details of the Plan be left tothe discretion of the Board of Directors, within the limits described in 2. below.
If Proposal 1: Partial Amendments to the Articles of Incorporation (1) and Proposal 3: Election of Eight(8) Directors (excluding Directors Who Are Audit & Supervisory Committee Members) are approved andpassed as originally proposed, the number of Directors eligible for the Plan will be five (5).
The resolution of this proposal shall become effective on the condition that Proposal 1: Partial
Amendments to the Articles of Incorporation (1) is approved and passed as originally proposed and thepartial amendments to the Articles of Incorporation based on the resolution become effective.

- 30 -

2. Specific calculation method and details of the amount of remuneration, etc., pertaining to the Plan
(1) Outline of the Plan
The Plan is a performance-linked stock remuneration plan in which the Company’s shares are acquired
through a trust using money contributed by the Company (hereinafter, a trust established based on the Planis referred to as the “Trust”), and the Company’s shares and money equivalent to the value of theCompany’s shares converted at market value (hereinafter, the “Company Shares, etc.”) are provided to
Directors, etc. through the Trust in accordance with the Regulations on the Provision of Shares to
Executives established by the Company. In principle, Directors, etc. shall receive the Company’s sharesat a certain time every year, and in principle, Directors, etc. shall receive money equivalent to theCompany’s shares converted at market value at the time of their retirement. In conjunction with theintroduction of the Plan, the points already granted to Directors under the Current BBT Plan will bedelivered as the Company’s Shares, etc. at a time separately determined by the Company after this Annual
General Meeting of Shareholders, subject to the approval of this proposal. In the event that Directors, etc.
receive the Company’s shares during their terms of office, Directors, etc. shall enter into a transfer
restriction agreement with the Company prior to the delivery of the Company’s shares, as described in 3.
below. As a result, the disposal of the Company’s shares received by Directors, etc. during their terms ofoffice through transfer, etc. will be restricted until their retirement.
(2) Persons eligible for the Plan
Directors and officers with specific titles
Directors who are Audit & Supervisory Committee Members and External Directors shall not be eligible
for the Plan.
(3) Trust period
From December 2018 until the termination of the Trust (No specific termination date is set for the trust
period of the Trust, and the Trust shall continue as long as the Plan continues. The Plan shall be terminated
due to delisting of the Company’s shares, abolition of the Regulations on the Provision of Shares to
Executives, etc.)(4) Amount of trust
Pursuant to the Current BBT Plan, the Company has contributed funds necessary for the Trust to acquirein advance for a certain period the number of shares that are reasonably expected to be necessary for the
purpose of delivering the shares, and established the Trust. At the start of the trust period (December 2018),
the Company contributed 89,915,000 yen to the Trust as funds for the acquisition of the Company’s sharesby the Trust, in order to deliver Directors of the Company with the Company’s shares for the three fiscal
years from the fiscal year ended March 31, 2019 to the fiscal year ended March 31, 2021, within the range
approved by the Original Resolution. Subsequently, an additional contribution of 88,000,000 yen was madeto the Trust in December 2021. The Trust shall continue to exist as a trust under the Plan based on the
resolution of this proposal.
Subject to the approval of this proposal, in order to deliver the Company Shares, etc. to Directors, etc.
based on the Plan for the two fiscal years from the fiscal year ending March 31, 2025 to the fiscal year
ending March 31, 2026 (hereinafter, such two fiscal-year period is referred to as the “Initial Applicable
Period,” and the period of every three fiscal years starting after the expiration of the Initial Applicable
Period is referred to as the “Next and Subsequent Applicable Periods,” and the Initial Applicable Period
and the Next and Subsequent Applicable Periods are collectively referred to as the “Applicable Periods”)
and each subsequent Applicable Period, the Company shall contribute the following money to the Trust as
funds for the acquisition of the Company’s shares by the Trust.
The Company shall make an additional contribution to the Trust in an amount of money expected to benecessary for the Initial Applicable Period. The maximum number of points to be granted to Directors, etc.
based on the Plan is 100,000 points for the Initial Applicable Period, as described in (6) below. Therefore,
at the time of additional contribution, the Company shall contribute to the Trust funds that are reasonably
expected to be necessary to acquire the Company’s common stock, with the maximum number of shares
to be acquired being 100,000 shares, taking into consideration the closing price of the Company’s common
stock in regular transactions on the Tokyo Stock Exchange immediately prior to the additional contribution.
For your information, the above necessary funds shall be about 169 million yen if the closing price of 1,691
yen as of May 22, 2024 is applied. However, in the case where such additional contribution is made, if
there are the Company’s shares (excluding the Company’s shares equal to the number of points granted to
Directors, etc. for which the delivery of shares, etc. to Directors, etc. has not yet been completed)(hereinafter referred to as the “Remaining Shares”) and money (hereinafter, together with the Remaining- 31 -

Shares, referred to as the “Remaining Shares, etc.”) remaining in the Trust immediately prior to thecommencement of the Initial Applicable Period, the Remaining Shares, etc. shall be appropriated to thefunds for delivery based on the Plan in the Initial Applicable Period, and the amount of additional
contribution shall be calculated in consideration of the Remaining Shares, etc. If the Company decides tomake an additional contribution, it shall make a timely and appropriate disclosure.
In addition, even after the Initial Applicable Period has passed, for each Next and Subsequent Applicable
Period in principle, the Company shall make an additional contribution to the Trust of funds deemednecessary for the Trust to acquire shares in advance by reasonably estimating the number of sharesnecessary to provide benefits to Directors, etc. based on the Plan, until the termination of the Plan. However,in the case where such additional contribution is made, if there are Remaining Shares, etc., the Remaining
Shares, etc. shall be appropriated to the funds for delivery based on the Plan in the subsequent Applicable
Periods, and the amount of additional contribution shall be calculated in consideration of the Remaining
Shares, etc. If the Company decides to make an additional contribution, it shall make a timely andappropriate disclosure.
(Note) The amount of money actually contributed by the Company to the Trust shall be the sum of the aforementioned
funds for acquiring shares and the estimated amount of necessary expenses such as trust fees.

(5) Method of acquisition of the Company’s shares by the Trust and the number of shares to be acquired
The Trust shall acquire the Company’s shares through the stock exchange market or by accepting thedisposal of the Company’s treasury shares, using the funds contributed in accordance with (4) above as
capital source. The Trust acquired 49,000 shares in December 2018 and 28,800 shares in December 2021.
The maximum number of points to be granted to Directors, etc. is 100,000 points for the Initial
Applicable Period and 160,000 points for each Next and Subsequent Applicable Period, as described in (6)below. Therefore, the maximum number of shares of the Company to be acquired by the Trust for theInitial Applicable Period is 100,000 shares, and the maximum number of shares of the Company to beacquired by the Trust for each Next and Subsequent Applicable Period is 160,000 shares. Details of theacquisition of the Company’s shares by the Trust shall be disclosed in a timely and appropriate manner.
(6) Maximum number of the Company Shares, etc., to be delivered to Directors, etc.
For each fiscal year, Directors, etc. shall be granted a number of points determined in consideration of
their position, degree of achievement of business performance, etc. in accordance with the Regulations on
the Provision of Shares to Executives. The maximum total number of points to be granted to Directors, etc.
shall be 100,000 points (of which 88,000 points shall be granted to Directors) for the Initial Applicable
Period, and 160,000 points (of which 110,000 points shall be granted to Directors) for each of the Next
and Subsequent Applicable Periods. This number was determined by comprehensively taking into
consideration the current level of remuneration for officers, trends in the number of Directors, etc., future
prospects, and other factors, and is deemed to be appropriate.
One point granted to Directors, etc. shall be converted to one share of common stock of the Company
when the Company Shares, etc. are delivered as per (7) below. (However, if the Company’s shares are
subject to a share split, gratis allotment of shares, share consolidation, etc. after this proposal is approved,
the maximum number of points and the number of points already granted or the conversion ratio shall bereasonably adjusted according to the ratio, etc.).
The ratio of the number of voting rights, 880, associated with the shares corresponding to the maximum
number of points to be granted to Directors during the Initial Applicable Period to the number of voting
rights, 248,172, associated with the total number of issued shares (as of March 31, 2024) is approximately
0.35%, and the ratio of the number of voting rights, 1,100, associated with the shares corresponding to the
maximum number of points to be granted to Directors during each Next and Subsequent Applicable Period
to the number of voting rights, 248,172, associated with the total number of issued shares (as of March 31,2024) is approximately 0.44%.
The number of points held by Directors, etc. which serves as the basis for delivery of the Company
Shares, etc. in (7) below shall be, in principle, the number of points granted to the Directors, etc. by thetime of determination of beneficial interest stipulated in (7) below (hereinafter, the points calculated insuch way shall be referred to as the “Determined Number of Points”).
(7) Delivery of the Company Shares, etc. and the specific method of calculating the amount of
remuneration, etc.
Directors, etc. who meet the beneficiary requirements shall, in principle, receive the Company’s sharesfrom the Trust at a certain time every year according to the Determined Number of Points, which is, inprinciple, determined in accordance with the provisions in (6) above, by following the prescribed- 32 -

procedures to determine beneficiaries. However, if the requirements set forth in the Regulations on theProvision of Shares to Executives are satisfied, Directors, etc. shall, in principle, receive cash payment
equivalent to the market value of the Company’s shares at the time of retirement, in lieu of the delivery of
the Company’s shares, for a certain percentage. The Company’s shares may be sold by the Trust in orderto provide cash payment.
Furthermore, in the event that Directors, etc. receive the Company’s shares during their terms of office,Directors, etc. shall enter into a transfer restriction agreement with the Company prior to the delivery of
the Company’s shares, as described in 3. below. As a result, the disposal of the Company’s shares received
by Directors, etc. during their terms of office through transfer, etc. will be restricted until their retirement.
In addition, if a Director, etc., who has been granted points is dismissed by a resolution at the General
Meeting of Shareholders or the Board of Directors meeting, retires due to certain illegal acts committed
during his or her term of office, or commits an inappropriate act, etc., that causes damage to the Company
during his or her term of office, he or she shall not acquire any of the rights to receive the Company’s
shares.
The amount of remuneration, etc. to be received by Directors shall be based on the amount obtained bymultiplying the total number of points to be granted to Directors by the book value per share of theCompany held by the Trust at the time of granting points (however, in the event that the Company’s shares
are subject to a share split, gratis allotment of shares, share consolidation, etc., a reasonable adjustment
shall be made according to the ratio, etc.). In addition, in cases where cash is exceptionally provided inaccordance with the provisions of the Regulations on the Provision of Shares to Executives, if it is deemed
appropriate, the amount shall be the amount to which said amount is added.
(8) Exercise of voting rights
Voting rights pertaining to the Company’s shares held in the Trust account shall not be exercised without
exception in accordance with the instructions of the trust administrator. By adopting such a method, theCompany intends to ensure neutrality toward management of the Company with regard to the exercise of
voting rights pertaining to the Company’s shares held in the Trust account.
(9) Treatment of dividends
Dividends on the Company’s shares held in the Trust account shall be received by the Trust, and shallbe allocated to the payment for the acquisition of the Company’s shares, trust fees for the trustee of theTrust, etc. If the Trust is terminated, the dividends, etc. remaining in the Trust shall be distributed to the
Directors, etc. in office at that time in proportion to the number of points held by each Director, etc., in
accordance with the provisions of the Regulations on the Provision of Shares to Executives.
(10) Treatment at the time of termination of the trust
The Trust shall be terminated in the event of delisting of the Company’s shares and abolition of theRegulations on the Provision of Shares to Executives, and for any other reasons.
Of the residual assets of the Trust at the time of termination of the Trust, the Company plans to acquire
all of the Company’s shares without consideration and cancel them by a resolution of the Board of Directors.
Of the residual assets of the Trust at the time of termination of the Trust, the amount of money remaining
after deducting the money to be provided to Directors, etc. in accordance with (9) above shall be provided
to the Company.

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3. Outline of the transfer restriction agreement related to the Company’s shares to be granted to Directors,
etc.
In the event that Directors, etc. receive delivery of the Company’s shares during their terms of office,Directors, etc. shall enter into a transfer restriction agreement (hereinafter referred to as the “Transfer
Restriction Agreement”) with the Company prior to the delivery of the Company’s shares. The outline of
the agreement shall be as follows. (Directors, etc. shall receive delivery of the Company’s shares on thecondition that the Transfer Restriction Agreement is entered into.) However, in the event that Directors,
etc. have already retired at the time of the delivery of shares, etc., the Company’s shares may be delivered
without concluding the Transfer Restriction Agreement.
(i) Details of transfer restrictions
A Director, etc. shall not transfer, create a security interest on, or otherwise dispose of the Company’s
shares received from the date on which the Director, etc. received the Company’s shares until thedate on which he or she retires from all positions as an officer of the Company.
(ii) Acquisition by the Company without consideration
The Company shall acquire such shares without consideration in the event of certain illegal acts, etc.,
or in the event that the requirements for lifting the transfer restrictions in (iii) below are not satisfied.
(iii) Lifting of transfer restrictions
In the event that a Director, etc., retires from all of his or her positions as an officer of the Company
due to a justifiable reason or due to death, the transfer restriction shall be lifted at that time.
(iv) Treatment in the event of organizational restructuring, etc.
If, during the transfer restriction period, a merger agreement under which the Company becomes a
non-surviving company or any other matter related to organizational restructuring, etc. is approvedat the General Meeting of Shareholders, etc. of the Company, the transfer restrictions shall be liftedby a resolution of the Board of Directors of the Company immediately before the business day
immediately preceding the effective date of such organizational restructuring, etc.
Furthermore, during the transfer restriction period, the Company’s shares subject to the transfer
restriction under the Transfer Restriction Agreement will be managed in a dedicated account opened by
the eligible Directors, etc. at a securities company designated by the Company so that they may not betransferred, secured, or otherwise disposed of during the transfer restriction period.
In addition to the above, the content of the Transfer Restriction Agreement shall include the method of
manifestation of intention and notification under the Transfer Restriction Agreement, the method ofrevision of the Transfer Restriction Agreement, and other matters to be determined by the Board of
Directors.

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<Reference: Structure of the Plan>(1) Establishment of the Regulations on
the Provision of Shares to Executives[Trustor](4) Conclusion of a transfer restriction
agreement

The Company(5) Granting points

Instruction to not
exercise voting rights

Trurst administrator[Trustee][Beneficiaries]

Mizuho Trust & Banking Co., Ltd.
(Sub-trustee: Custody Bank ofJapan, Ltd.)

Directors, etc. who
satisfy the requirements
for beneficiaries(7) Delivery of the Company’s
shares, etc.

Obtaining entitlement
to receive benefits(3) Acqusitionof shares(6) Non-exercise of
voting rights(2) Entrustment of money

Directors, etc

The Company’s
shares(1) The Company shall establish the Regulations on the Provision of Shares to Executives within thescope of the framework approved in this proposal.
(2) The Company will entrust money within the range approved for this proposal.
(3) The Trust shall acquire the Company’s shares through the stock exchange market or by accepting thedisposal of the Company’s treasury shares, using the money entrusted in (2) as capital source.
(4) Directors, etc. shall enter into a transfer restriction agreement with the Company to the effect that thedisposal by transfer, etc. of the Company’s shares received during their terms of office shall be
restricted until the retirement of the Directors, etc., and that includes certain provisions regarding
acquisition by the Company without consideration, among other things.
(5) The Company shall grant points to Directors, etc. in accordance with the Regulations on the Provisionof Shares to Executives.
(6) In accordance with the instructions of the trust administrator who is independent from the Company,
the Trust shall not exercise voting rights pertaining to the Company’s shares held in the Trust account.
(7) The Trust shall, at a certain time every year, deliver the Company’s shares to Directors, etc. who meet
the beneficiary requirements set forth in the Regulations on the Provision of Shares to Executives(hereinafter referred to as the “Beneficiaries”), in accordance with the number of points granted to the
Beneficiaries. However, if Directors, etc. meet the requirements set forth in the Regulations on theProvision of Shares to Executives, cash equivalent to the market value of the Company’s shares shallbe paid at the time of their retirement, for a certain percentage of the points.

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<Reference: Policy for determining the content of remuneration, etc. for individual Directors (draft)>At the Board of Directors meeting, the Company has resolved a new policy for determining the content
of remuneration, etc. for individual Directors after the transition to a company with Audit & Supervisory
Committee, subject to the approval of Proposal 1: Partial Amendments to the Articles of Incorporation (1),
Proposal 6: Determination of the Amount of Remuneration, etc. for Directors (excluding Directors Who
Are Audit & Supervisory Committee Members), Proposal 7: Determination of the Amount of
Remuneration, etc., for Directors Who Are Audit & Supervisory Committee Members, and Proposal 8:
Establishment of the Remuneration Limit Related to the Performance-linked Stock Remuneration Plan for
Directors. An overview of the policy is as follows. The policy was submitted to consultation to thevoluntary Nomination and Remuneration Committee, and report from said Committee to the effect that it
is appropriate has been obtained.
a. Basic policy
・ It heightens awareness of improving medium- to long-term business performance and enhancing
corporate value of the Company.
・It provides an appropriate remuneration level, not an excessive treatment, compared with companies ofthe same scale and/or industry.
・It provides a remuneration level which enables us to retain human resources for officers required toenhance corporate value of the Company.
・It is a transparent and objective remuneration scheme.
b. Overview of the contents of the policy・Remuneration for Directors of the Company (excluding External Directors and Directors who are Audit& Supervisory Committee Members) shall be monetary remuneration as well as non-monetary
remuneration based on the Board Benefit Trust (BBT-RS).
・The monetary remuneration shall be fixed monthly remuneration and performance-linked bonuses.
・ The fixed monthly remuneration shall be determined based on the rank, role, and the degree ofcontribution to management of relevant Directors.
The
performance-linked bonuses shall be determined based on the evaluation of the degree of・
achievement of performance indicators related to sales, profits, etc.
・The monetary remuneration for Directors shall be determined with reference to statistical information
on remuneration, etc. of companies of the same scale and industry.
The
non-monetary remuneration for Directors shall be determined based on objective indicators
・
regarding the rank of the Directors, the degree of achievement of consolidated operating results for asingle fiscal year, and the degree of achievement of targets set in the medium-term plan.
・The standards for the levels, evaluation, forms, etc. of the monetary remuneration and the non-monetary
remuneration for Directors as well as the determination method thereof, among other things, shall beprescribed in the Regulations for Officers’ Remuneration and Delivery of Shares to Officers.
・Details such as the allocation to individuals shall be determined by the Board of Directors’ meetings
held every fiscal year with an eye on the operating results and trends in the industry and similar
companies, and in accordance with said Regulations.
・External Directors and Directors who are Audit & Supervisory Committee Members shall only receive
fixed monthly remuneration.

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