Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Request for cooperation in preventing spread of COVID-19
In order to ensure safety of shareholders at the General Meeting of Shareholders, we will offer an opportunity for them toremotely attend the meeting via the Internet. Shareholders will be able to speak up by telephone, etc. just as when they attend
in person. Thorough preventative measures against the disease will be taken at the meeting. We ask that you register in advancefor this meeting. Please see pages 8 to 12 of the Japanese version of this document.

Securities code: 9749
February 22, 2022
To Shareholders with Voting Rights:
Satoyasu Sakashita
President & Representative Director
FUJI SOFT INCORPORATED
1-1 Sakuragi-cho, Naka-ku, Yokohama-shi,
Kanagawa

NOTICE OF CONVOCATION OF
THE 52ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to notify you that the 52nd Annual General Meeting of Shareholders of FUJI SOFT INCORPORATED(the “Company”) will be held for the purposes as described below.
Instead of attending the meeting, you may exercise your voting rights in writing or by voting via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders as described hereinafter andexercise your voting rights by no later than 5:30 p.m. on Thursday, March 10, 2022, Japan Time.
1. Date and Time:
2. Place:

Friday, March 11, 2022 at 3:00 p.m., Japan time (reception starts at 2:00 p.m.)
FUJISOFT AKIBA HALL, 5F, FUJISOFT Akihabara Building,
3 Kandaneribei-cho, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
52nd Fiscal Year (January 1, 2021 - December 31, 2021) and results of audits
by the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 52nd Fiscal Year
(January 1, 2021 - December 31, 2021)
Proposals to be resolved:<Proposals by the Company>
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Granting of Retirement Benefits to Retiring Directors and Final Payment of
Proposal 3:
Retirement Benefits upon the Abolishment of the Retirement Benefits System
for Directors (Excluding Outside Directors)
Final Payment of Retirement Benefits upon the Abolishment of the Retirement
Proposal 4:
Benefits System for Auditors (Excluding Outside Auditors)
Decision on Remuneration for Granting Restricted Stocks to Directors
Proposal 5:(Excluding Outside Directors)
Decision on Remuneration for Granting Subscription Rights to Shares as Stock
Proposal 6:
Options to Directors (Excluding Outside Directors)<Proposal by Shareholders>Election of Two (2) Directors
Proposal 7:-1-

4. Matters Decided upon Convocation with regard to the Exercise of Voting Rights:(1) You can exercise your voting rights by attending the meeting, either in person or via the Internet, orin writing or by voting via the Internet in advance of the meeting.
(2) If you submit a Voting Rights Exercise Form without indicating your approval or disapproval orabstention for any proposal, your vote for the proposal shall be counted as approval for the Company’s
proposals and disapproval for the shareholder proposal.
(3) If you exercise your voting rights in advance via the Internet more than once, only your final voteshall be counted as valid.
(4) If you exercise your voting rights in advance both via the Internet and by submitting a Voting Rights
Exercise Form, your votes via the Internet shall be counted as valid.
(5) Please note that if you exercise your voting rights in advance in writing or via the Internet and attend
the meeting, either in person or via the Internet, the voting rights you have exercised in advance shallbe invalidated.
(6) You may exercise your voting rights by appointing one other shareholder with voting rights of theCompany as your proxy. In this case, please note that the proxy must submit to the Company adocument certifying authority of representation.

-2-

Guidance for Exercising Your Voting Rights-

If you attend the meeting:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting(Opens at 3:00 p.m. on Friday, March 11, 2022).
Shareholders can attend the meeting via the Internet, but (i) the Company allows only shareholders in Japan
to attend the meeting via the Internet, considering issues related to IT systems and communication
environments, and (ii) the system it offers is available in Japanese only.

-

If you do not attend the meeting in person:
If you do not attend the General Meeting of Shareholders in person or via the Internet, you can exercise
your voting rights in advance either in writing or via the Internet.

(1) Voting by mail (in writing):
Please review the Reference Documents for the General Meeting of Shareholders and return the Voting
Rights Exercise Form with your votes by mail. The completed form must reach us by 5:30 p.m.,
Thursday, March 10, 2022, Japan time.
(2) Voting via the Internet:
Please access our designated website for exercising voting rights (https://evote.tr.mufg.jp/) from yourPC or smartphone, enter the log-in ID and temporary password indicated in your Voting Rights Exercise
Form, and enter your votes by following the instructions on the screen after reviewing the Reference
Documents for the General Meeting of Shareholders. Your votes must be entered by no later than 5:30
p.m., Thursday, March 10, 2022, Japan time.
* You can read this Notice of Convocation using a PC, a smartphone, or a tablet device.
-----------------------------------------------------------------------------------------------------------------------------The following items are posted on the Company’s website on the Internet (Japanese only), according to
the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company andare not included in the documents attached to this Notice of Convocation of the Annual General Meetingof Shareholders: “Development of the System for Ensuring Appropriateness of Operations of the Company andthe Business Group Consisting of the Company and its Subsidiaries” in the Business Report The “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated
Financial Statements” in the Consolidated Financial Statements
 The “Non-consolidated Statements of Changes in Net Assets” and the “Notes to the Nonconsolidated Financial Statements” in the Non-consolidated Financial Statements
The documents attached to this Notice are therefore part of the documents audited by the Auditors andthe Accounting Auditor for the preparation of their Audit Report.
Any revisions to the Reference Documents for the General Meeting of Shareholders and other appendiceswill be posted on the Company’s website.
https://www.fsi.co.jp/ir/soukai/meeting.html (Japanese only)-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References<Proposals by the Company (Proposals 1 to 6)>
Proposals 1 to 6 are those made by the Company.
Proposal 1:
1.

Partial Amendments to the Articles of Incorporation

Reasons for the amendments
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed change in Article 14, Paragraph 1 stipulates that information contained in thereference documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed change in Article 14, Paragraph 2 is to establish a provision to limit
the scope of matters to be included in the paper copy to be sent to shareholders upon request.
(3) The provisions related to the internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. (Article 14 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
(4) In line with the above established and deleted provisions, supplementary provisions related tothe effective date, etc. shall be established.
2.

Details of the amendments
Details of the amendments are as follows:(Amended parts are underlined.)
Proposed amendments

Current Articles of Incorporation
Articles 1.-13.

(Omitted)

Articles 1.-13. (Unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 14 The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information using theinternet in accordance with theprovisions in the Ordinance of the
Ministry of Justice.

<Deleted>-4-Current Articles of Incorporation<Newly established>

Proposed amendments(Measures for Electronic Provision, Etc.)
Article 14 The Company shall, when convening ageneral meeting of shareholders,provide information contained in thereference documents for the general
meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy
to be sent to shareholders who haverequested it by the record date forvoting rights.

Articles 15-34 (Omitted)

Articles 15-34 (Unchanged)(Supplementary provisions)(Supplementary provisions)

Articles 1.-19.

(Omitted)

Articles 1.-19. (Unchanged)<Newly established>

20. The deletion of Article 14 (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)of the current Articles of Incorporation and theestablishment of Article 14 (Measures forElectronic Provision, Etc.) shall come into
effect on the date of enforcement of theamended provisions stipulated in the proviso to
Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act(Act No. 70 of 2019) (the “Effective Date”).

<Newly established>

21. Notwithstanding the provisions of the preceding
paragraph, Article 14 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months from the Effective
Date.

-5-

Proposal 2:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates for Director are as follows and matters concerning each candidate for Director are statedon pages 7 through 12.

No.

Name

Age

Current positionsin the Company

Attendance at theBoard ofDirectors
meetings

1

Hiroshi Nozawa(Reappointment)

79

Director &Executive
Adviser

100.0%(17/17)

2

Satoyasu Sakashita(Reappointment)

60

President &Representative
Director

100.0%(17/17)

3

Mari Morimoto(Reappointment)

48

Director &Operating Officer

100.0%(14/14)

4

Minoru Koyama(Reappointment)

Outside Independent

67

Director

100.0%(17/17)

5

Tateki Oishi(Reappointment)

Outside Independent

66

Director

100.0%(17/17)

6

Tateyuki Oosako(New candidate)46

Senior Executive
Operating Officer-

7

Tadashi Tsutsui(New candidate)

56

Executive
Operating Officer-

8

Masashi Umetsu(New candidate)47

Operating Officer-

9

Tomoko Aramaki(New candidate)

53

-

-

Outside Independent(Notes)1. The age given for the candidates for Director represents their full age as of the conclusion of this General Meeting of
Shareholders.
2. Mr. Minoru Koyama, Mr. Tateki Oishi and Ms. Tomoko Aramaki are the candidates for Outside Director. If they assume
office as Outside Directors, they will become independent officers under the provisions of the Tokyo Stock Exchange.
3. Director candidate Mari Morimoto’s name on the family registry is Mari Ishibashi.
4. Director candidate Tateyuki Oosako was appointed Senior Executive Operating Officer on January 1, 2022, after the end of
the fiscal year.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
May 1970

1

Hiroshi Nozawa(May 17, 1942)[Reappointment]

2

Satoyasu Sakashita(July 22, 1961)[Reappointment]

May 1973
April 2001
June 2004
June 2008
September 2009
October 2009
October 2011
June 2012
March 2020
April 2021

Director, FUJI SOFTWARE LABORATORY, LTD. (present
FUJI SOFT INCORPORATED)
President & Representative Director
Chairman & Representative Director
Chairman, President & Representative Director
Chairman & Representative Director
Resigned as Director
Chairman
Chairman & Operating Officer
Chairman & Representative Director
Chairman Director
Director & Executive Adviser (to the present)[Reasons for nomination]
Mr. Hiroshi Nozawa, who has been serving the Company since its foundation in
1970, has performed duties as President & Representative Director and Chairman& Representative Director and has a wealth of management experience andachievements. His experience and knowledge will continue to be indispensable forthe management of the Company. Therefore, we nominate him as a candidate for
Director.
April 1985
Joined Nomura Computer Systems Co., Ltd. (present Nomura
Research Institute, Ltd.)
April 2003
General Manager of 2nd Knowledge System Business
Department, Nomura Research Institute, Ltd.
April 2004
Joined the Company
Assistant Director of Outsourcing Business Division
May 2005
Deputy Director of IT Business Division
June 2005
Director
June 2007
Executive Director
June 2009Retired as Director
June 2009
Executive Operating Officer
June 2010
Executive Director
September 2011 Representative Senior Executive Director
October 2011
President & Representative Director
June 2012
President & Representative Director (to the present)[Reasons for nomination]
Mr. Satoyasu Sakashita, after experiencing and participating in the execution ofbusiness in various business divisions of the Company, has achieved experience inmanagement as a President & Representative Director since 2011. His experienceand knowledge will continue to be indispensable for the management of theCompany. Therefore, we nominate him as a candidate for Director.

-7-

Number ofshares of theCompany held

1,765,330

10,800No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1996
April 2012

Mari Morimoto(January 1, 1974)
3[Reappointment]

4

October 2013
April 2017
April 2018
June 2019
March 2021
August 2021

Joined the Company
General Manager of MS Department, Solution Business
Division
Director of MS Business Department
Deputy Director of Sales Division
Operating Officer and Deputy Director of Sales Division
Outside Director, ACE SECURITIES CO., LTD.
Director & Operating Officer
Director of Sales Division
Director & Operating Officer (to the present)
Director of Sales Division (to the present)
COO of L Career Promotion Section (to the present)[Reasons for nomination]
Ms. Mari Morimoto has promoted business as Director of Sales Division after
serving in various business divisions. Her experience and knowledge will be
indispensable for the management of the Company. Therefore, we nominate her asa candidate for Director.
April 1977
Joined Amano Corporation
April 1991
General Manager of Yokohama Factory, Amano Corporation
April 1996
Vice President, Amano Cincinnati, Inc. (USA)
April 1999
General Manager of Yokohama Procurement, Amano
Corporation
June 2001
Director, Amano Corporation
April 2004
Director & General Manager of General Affairs, Amano
Corporation
April 2008
Director & Managing Operating Officer, Amano Corporation
April 2009
Director & Managing Operating Officer; General Manager ofGeneral Affairs and Supervisory of Yokohama Factory, Tsukui
Minoru Koyama
Factory and Shanghai Production, Amano Corporation(September 12, 1954) April 2011
Director & Managing Operating Officer; Global Production
Supervisory and Factory Operations Supervisory, Amano[Reappointment]
Corporation[Outside Director]
April 2014
Director & Managing Operating Officer; Global Manufacturing[Independent Officer]
Supervisory and Time Products Manufacturing Supervisory,
Amano Corporation
June 2016
Advisor, Amano Corporation
March 2019
Outside Director (to the present)[Reasons for nomination and expected roles]
Mr. Minoru Koyama has a wealth of experience and a wide range of knowledge as
an executive manager. He has appropriately supervised and advised the Company
in its business operations, and is expected to appropriately perform his duties as an
Outside Director of the Company. Therefore, we nominate him as a candidate for
Outside Director.

-8-

Number ofshares of theCompany held

100

600

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1979
June 2002
April 2004

Tateki Oishi(November 30, 1955)
5

6

June 2010
June 2015

Joined CASIO COMPUTER CO., LTD.
Operating Officer and Deputy Director of Communications
Department, CASIO COMPUTER CO., LTD.
President & Representative Director, CASIO Hitachi Mobile
Communications Co., Ltd.
Director & Senior Executive Operating Officer, NEC CASIO
Mobile Communications, Ltd.
Outside Director, Cyber Com Co., Ltd.
Outside Director, VINX CORP
Outside Director (to the present)[Reappointment]
March 2019
[Outside Director][Independent Officer][Reasons for nomination and expected roles]
Mr. Tateki Oishi has a wealth of business experience related to the industry and awide range of knowledge in ICT. He has appropriately supervised and advised theCompany in its business operations, and is expected to appropriately perform his
duties as an Outside Director of the Company. Therefore, we nominate him as a
candidate for Outside Director.
April 1999
Joined the Company
April 2008
General Manager of Solution Service 2, Industrial System
Business Department, IT Business Division
April 2010
General Manager of Enterprise System Unit, System
Development Business Group
April 2011
General Manager of Cloud Business Management Group
April 2014
General Manager of Information Business Department,
Solution Business Division
October 2015
Deputy Director of Solution Business Division
April 2016
Operating Officer, Deputy Director of Solution Business
Division
March 2018
Outside Vice President, iDEA Consulting Inc. (to the present)
Tateyuki Oosako
April
2019
Operating
Officer, Director of Solution Business Division(October 8, 1975)
April 2021
Executive Operating Officer, Director of Solution Business
Division[New candidate]
January 2022
Senior Executive Operating Officer, Director of Solution
Business Division (to the present)[Significant concurrent position]
Vice President, iDEA Consulting Inc.
[Reasons for nomination]
Mr. Tateyuki Oosako has a wealth of business experience in the IT systemestablishment field, the core of the Company’s business. His experience andknowledge will be indispensable for the management of the Company to further
expand its business in the information service industry. Therefore, we nominate
him as a candidate for Director.

-9-

Number ofshares of theCompany held

300

1,400

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1988
April 2009
April 2012
July 2013
April 2016
October 2016
October 2017

7

8

Tadashi Tsutsui
April 2018
(December 16, 1965)
April 2019
April 2020
[New candidate]
March 2021

Masashi Umetsu(October 23, 1974)[New candidate]

Joined the Company
General Manager of System Department 1, Regional Area
Management Division, IT Development Business Group
General Manager of Business Planning Department, Regional
Area Business Division
Deputy Director of Regional Area Business Division
Deputy Director of ASI Business Department
Deputy Director of Administration Division
General Manager of Administration Reform Supervision
Department
Operating Officer, COO of Corporate Planning and Human
Resources
Operating Officer, COO of Administration Division
Executive Operating Officer, COO of Administration Division
Executive Operating Officer, COO of Administration Division
and Facility Business (to the present)[Reasons for nomination]
After serving in various business divisions, Mr. Tadashi Tsutsui has demonstrated
his outstanding capacity in promoting management reforms in the Company’s
Administration Division and contributed to reinforcing the Company’s corporate
governance and risk compliance system. His experience and knowledge will be
indispensable for the management of the Company. Therefore, we nominate him asa candidate for Director.
April 1997
Joined the Company
April 2013
General Manager of Business Planning Department, Solution
Business Division, and General Manager of Business Planning
Department, Financial System Business Division
October 2013
General Manager of Business Planning Department, Solution
Business Division, General Manager of Business Planning
Department, Financial System Business Division, and General
Manager of MS Business Department
October 2015
General Manager of Innovation Promotion Section
April 2016
General Manager of Sales Supervision Department, Sales
Division
March 2017
Auditor, Tosho Computer Systems Co., Ltd. (to the present)
October 2017
General Manager of Sales Planning Department, Sales
Division
April 2018
General Manager of Corporate Planning Department
April 2019
Deputy Director of Administration Reform Supervision
Department, and General Manager of Corporate Planning
Department
April 2020
Operating Officer, COO of Finance and Public Relations (tothe present)[Significant concurrent position]
Auditor, Tosho Computer Systems Co., Ltd.
[Reasons for nomination]
After serving in various business divisions, and involved in business planning andsales planning, Mr. Masashi Umetsu has demonstrated excellent skills andknowledge in the Company’s Administration Division. His experience andknowledge will be indispensable for the management of the Company to plan andpromote management strategies with the aim of expanding the Company’s businessunder the diversifying business environment. Therefore, we nominate him as a
candidate for Director.

- 10 -

Number ofshares of theCompany held

3,000

500

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
October 1991
March 1995
July 1999

Tomoko Aramaki(November 7, 1968)
9[New candidate][Outside Director][Independent Officer]

Joined Century Audit Corporation
Registered as Certified Public Accountant
Seconded to Regional Financial Cooperation Division, Trade
PolicyBureau, Ministry of International Trade and Industry
May 2002
Joined IBM Japan, Ltd.
February 2006 Director, Aramaki CPA Office (to the present)
April 2006
Registered as Certified Tax Accountant
June 2008
Audit & Supervisory Board Member, PARIS MIKI HOLDINGSInc.
June 2015
Director, in charge of Investor Relations, PARIS MIKIHOLDINGSInc.
December 2015 Audit & Supervisory Board Member, SACOS CORPORATION(to the present)
January 2017
Member of Conference Committee on Asset Management by
Japan
Pension Service
April 2018
Member of Outside Expert Committee, Organization for Postal
Savings, Postal Life Insurance and Post Office Network (to thepresent)
June 2018
Outside Audit & Supervisory Board Member, EXEO Group, Inc.
(to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]Audit & Supervisory Board Member, SACOS CORPORATION
Member of Outside Expert Committee, Organization for Postal Savings, Postal Life
Insurance and Post Office Network
Outside Audit & Supervisory Board Member, EXEO Group, Inc.
[Reasons for nomination and expected roles]
Ms. Tomoko Aramaki has expertise and a wealth of business experience as a
Certified Public Accountant and a Certified Tax Accountant, as well as deep insight
into corporate management gained through serving numerous positions as anauditor and a director at corporations. We expect her to supervise management andgive advice as an Outside Director of the Company. Therefore, we nominate her asa candidate for Outside Director.
(Notes)1. Figures for the “Number of shares of the Company held” are as of December 31, 2021.
2. There are no special interests between any of the candidates for Director and the Company.
3. Mr. Minoru Koyama and Mr. Tateki Oishi will have served as Outside Director of the Company for three (3) years at theconclusion of this General Meeting of Shareholders.
4. When the Company nominates the candidates for Director, the Management Conference, a body that includes Outside
Directors, deliberates in advance on the nomination pursuant to the Standard for Personnel Affairs of Officers.
5. The Company makes it a rule to nominate persons who can supervise and advise the Company from outside and impartial
perspectives and who have high-level insight and a wealth of knowledge and experience in their particular areas, inaddition to following the standards for independence of independent officers set forth in the regulations of the Tokyo
Stock Exchange, as the standards for independence of an Outside Director.
6. Mr. Minoru Koyama, Mr. Tateki Oishi and Ms. Tomoko Aramaki are the candidates for Outside Director. If they assume
office as Outside Directors, they will become independent officers pursuant to the provisions of the Tokyo Stock
Exchange.
7. The Company has entered into liability limitation agreements with Mr. Minoru Koyama and Mr. Tateki Oishi and will
renew the agreements if their re-election is approved. The maximum liability limit under each agreement is 10 million
yen or the amount provided by laws and regulations, whichever is greater, on the condition that they have respectively
conducted their duties in good faith and without gross negligence. The Company will enter into a similar liability
limitation agreement with Ms. Tomoko Aramaki if her election is approved.
8. Director candidate Mari Morimoto’s name on the family registry is Mari Ishibashi.

- 11 -

In order to achieve sustainable growth and enhance corporate value over the medium to long term, the Boardof Directors of the Company is composed of Directors and Auditors who are well versed in corporate
management, business administration, industry knowledge, sales, finance/accounting, legal affairs, etc., taking
into consideration the balance of the Board of Directors as a whole in terms of diversity and size. The following
is a matrix of skills held by Directors and Auditors.
◎ Area of particular expertise
Name

Corporate
management

Business
administration

Human
resources

IT system
development

Product
servicesNewbusinesses

Sales

Finance /Accounting

Legal affairs

Hiroshi Nozawa

◎

〇

◎

◎

◎

◎

◎

〇

〇

Satoyasu Sakashita

◎

〇

〇

◎

◎

〇

〇

〇

〇

Tateyuki Oosako

〇

〇

〇

◎

◎

〇

〇

Tadashi Tsutsui

〇

◎

◎

〇

Mari Morimoto〇

Masashi Umetsu〇◎

Outside Director

Minoru Koyama〇◎

Outside Director

Tateki Oishi◎〇

Outside Director

Tomoko Aramaki〇〇

Standing Auditor

Hiroyuki Kimura〇

Outside Auditor

Shigeo Ishii

Outside Auditor

Yukako Oshimi

Position
Director &Executive Adviser
President &Representative
Director
Director &Senior Executive
Operating Officer
Director &Executive
Operating Officer
Director &Operating Officer
Director &Operating Officer

〇
〇

〇

〇

〇

◎
〇

〇

〇
〇

〇

◎

〇

◎
◎

〇

〇

〇

〇

〇

〇

◎
◎

(Note) The positions will be formally determined at the Board of Directors meeting following the approval of Proposal 2“Election of Nine (9) Directors,” as proposed.

- 12 -

Proposal 3:

Granting of Retirement Benefits to Retiring Directors and Final Payment of Retirement
Benefits upon the Abolishment of the Retirement Benefits System for Directors (Excluding
Outside Directors)

We propose that retirement benefits be granted to Mr. Masaki Shibuya, Mr. Seto Arai and Mr. Motohiro
Harai, in accordance with the standard provided by the Company, upon their retirement as Directors due to the
expiration of their terms of office at the conclusion of this General Meeting of Shareholders, to reward themof their service during their terms of office.
We also propose that the decisions on the time and method for granting the benefits be entrusted to theBoard of Directors.
The names and career summary of the retiring Directors and amounts to be paid are as follows.
Name

Amounts to be paid

Career summary

Masaki Shibuya

March 2017
13,580 thousand yen April 2018

Seto Arai

March 201812,060 thousand yen April 2019

Motohiro Harai

6,400 thousand yen

March 2018

Director & Executive Operating Officer
Director & Senior Executive Operating Officer(to the present)
Director & Executive Operating Officer
Director & Senior Executive Operating Officer(to the present)
Director & Executive Operating Officer (to thepresent)

In addition, as part of the review of the remuneration system for officers, the Company resolved at theBoard of Directors meeting held on February 10, 2022 to abolish the retirement benefits system for Directors
at the conclusion of this General Meeting of Shareholders.
Accordingly, subject to the approval and passing of Proposal 2 “Election of Nine (9) Directors,” asproposed, the Company proposes that the final payment of retirement benefits be made as described below totwo (2) Directors who are scheduled to be reappointed, in accordance with the standard provided by theCompany, in order to reward them for their service during their terms of office up to the conclusion of this
General Meeting of Shareholders.
We propose that the payment be made upon the retirement of each Director, and that the decisions on themethod of payment and other matters be entrusted to the Board of Directors.
The names and career summary of the Directors eligible for the final payment and amounts to be paid are
as follows.
Name

Amounts to be paid

Satoyasu Sakashita

41,775 thousand yen

Mari Morimoto

1,340 thousand yen

Career summary
June 2010
September 2011
October 2011
June 2012

March 2021

Executive Director
Representative Senior Executive Director
President & Representative Director
President & Representative Director (to thepresent)
Director & Operating Officer (to the present)(Note) The payment of retirement benefits for Director Hiroshi Nozawa has already been approved by shareholders at the 40th
Annual General Meeting of Shareholders held on June 28, 2010 (Proposal 2 “Granting of Retirement Benefits to Retiring
Directors”) and therefore he is not eligible for the final payment in this proposal. The specific amount of retirement
benefits to be paid to Mr. Hiroshi Nozawa based on the said approval is 60,000 thousand yen.

This proposal has been determined by the Board of Directors upon deliberation by the Management
Conference in accordance with a policy for deciding details of remuneration, etc. for individual Directors andinternal rules predetermined by the Company’s Board of Directors, and therefore the Company considers thatthe proposal is appropriate.
The policy for deciding details of remuneration, etc. for individual Directors is provided on pages 52 and
53 of this document in Japanese. The Company plans to amend the policy after the abolishment of theretirement benefits system for officers.

- 13 -

Proposal 4:

Final Payment of Retirement Benefits upon the Abolishment of the Retirement Benefits
System for Auditors (Excluding Outside Auditors)

As part of the review of the remuneration system for officers, the Company resolved at the Board of
Directors meeting held on February 10, 2022 to abolish the retirement benefits system for Auditors at theconclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes that the final payment of retirement benefits be made as described
below in accordance with the standard provided by the Company, in order to reward the Auditor for his service
during his term of office up to the conclusion of this General Meeting of Shareholders.
The proposal has been approved by the Board of Auditors.
We propose that the payment be made upon the retirement of the Auditor, and that the decisions on themethod of payment and other matters be entrusted to the Auditors’ discussion.
The name and career summary of the Auditor who is eligible for the final payment and the amount to be
paid are as follows.
Name

Amount to be paid

Hiroyuki Kimura

950 thousand yen

Career summary

March 2021

Standing Auditor of the Company (to thepresent)

The retirement benefits for Auditors are determined by the Auditors’ discussion in accordance with theinternal rules predetermined by the Company’s Board of Directors, and therefore the Company considers thatthey are appropriate.

- 14 -

Proposal 5:

Decision on Remuneration for Granting Restricted Stocks to Directors (Excluding Outside
Directors)

At the 37th Annual General Meeting of Shareholders held on June 25, 2007, the amount of remuneration,etc. for Directors of the Company was approved to be within 700 million yen per year (excluding employees’salaries). At the 49th Annual General Meeting of Shareholders held on March 15, 2019, the amount of
remuneration, etc. related to stock options for Directors (excluding Outside Directors) of the Company wasapproved to be within 150 million yen per year, in addition to the above amount of remuneration, etc. for
Directors.
As part of the review of the remuneration system for officers of the Company, for the purpose of providing
the eligible directors (excluding Outside Directors) of the Company (the “Eligible Directors”) with incentives
to continuously improve the corporate value of the Company and further promoting sharing of value with ourshareholders, we propose that remuneration be paid for granting restricted stocks to the Eligible Directors in
addition to the above remuneration scheme.
Based on this proposal, remuneration to be paid for granting restricted stocks to the Eligible Directors shallbe monetary claims, and the total amount of such remuneration shall be within 150 million yen per year
(excluding employees’ salaries for Directors who concurrently serve as employees). The specific timing andallocation of payment to each Eligible Director shall be decided by the Board of Directors. The Company alsoplans to make payment in the same manner to Operating Officers after the resolution is made by the Board of
Directors.
Currently, there are nine (9) Directors (including three (3) Outside Directors), but if Proposal 2 “Electionof Nine (9) Directors” and Proposal 7 “Election of Two (2) Directors” are approved and passed as originallyproposed, the number of Directors will be eleven (11) (including five (5) Outside Directors).
The Eligible Directors shall, based on a resolution of the Board of Directors of the Company, contribute allmonetary claims provided in accordance with this proposal as assets contributed in kind, and receive theissuance or disposal of common shares of the Company. The total number of common shares of the Company
to be thereby issued or disposed of shall not exceed 30,000 shares per year (provided, however, that, if a stock
split of the Company’s common shares (including gratis allotment of the Company’s common shares) or areverse stock split of the Company’s common shares is carried out, or if any other event arises requiring
adjustments of the total number of the Company’s common shares to be issued or disposed of as restricted
stocks after the date on which this proposal is approved and passed, such total number shall be adjusted to areasonable extent).
The amount to be paid in per share will be decided by the Board of Directors based on the closing price ofthe common shares of the Company at the Tokyo Stock Exchange on the business day immediately before thedate of the resolution of the Board of Directors (the closing price on the transaction date immediately preceding
the said date if no transaction has been executed on the same day) to the extent that the amount is notparticularly favorable to the Eligible Directors who subscribe to the common shares. The issuance or disposalof common shares of the Company and the payment of monetary claims as assets contributed in kind shall be
subject to the execution of a restricted stock allotment agreement (the “Allotment Agreement”) between the
Company and the Eligible Directors with the following contents. The maximum amount of remuneration, thetotal number of common shares of the Company to be issued or disposed of and other terms and conditions ofgranting restricted stocks to the Eligible Directors under this proposal are to be determined by the Board of
Directors upon consulting the Management Conference by comprehensively taking into account the degree ofcontributions made by the Eligible Directors to the Company and other matters, and therefore the Company
believes that the details are appropriate.
[Outline of the contents of the Allotment Agreement](1) Transfer Restriction Period
The Eligible Directors shall not transfer, pledge, or otherwise dispose of the common shares of theCompany allotted to them under the Allotment Agreement (the “Allotted Shares”) during the period fromthe date of allotment under the Allotment Agreement to the time immediately after retirement from thepositions of officers or employees of the Company that are determined in advance by the Board of Directorsof the Company (the “Transfer Restriction Period”) (the “Transfer Restriction”).
(2) Handling at the time of retirement
If the Eligible Directors retire from the positions of officers or employees of the Company that are
determined in advance by the Board of Directors of the Company before the expiration of the period thatis determined in advance by the Board of Directors of the Company (the “Service Period”), the Company
duly acquires the Allotted Shares without consideration, except in cases where there is a justifiable reason- 15 -

for such retirement, such as expiration of the term of office or death.
(3) Release of the Transfer Restriction
The Company releases the Transfer Restriction of all of the Allotted Shares upon expiration of the Transfer
Restriction Period, provided that the Eligible Directors have continuously held the positions of officers or
employees of the Company that are determined in advance by the Board of Directors of the Company
during the Service Period. However, if (i) the Eligible Directors retire from the positions of officers or
employees of the Company that are determined in advance by the Board of Directors of the Company
before the expiration of the Service Period for a justifiable reason, or (ii) the Eligible Directors retire fromthe positions that are determined in advance by the Board of Directors of the Company after the expirationof the Service Period but before the expiration of the Transfer Restriction Period for a reason other than ajustifiable reason, the number of the Allotted Shares for which the Transfer Restriction is released and thetime of releasing the Transfer Restriction shall be reasonably adjusted as necessary. In addition, theCompany duly acquires, without consideration, the Allotted Shares for which the Transfer Restriction has
not yet been released at the time immediately after the Transfer Restriction is released in accordance withthe above provisions.
(4) Treatment in organizational restructuring, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a merger agreementin which the Company becomes an extinct company, a share exchange agreement or a share transfer planin which the Company becomes a wholly owned subsidiary, or any other matter relating to organizational
restructuring, etc. is approved at a general meeting of shareholders of the Company (or, if suchorganizational restructuring, etc. does not require approval at a general meeting of shareholders of theCompany, by the Board of Directors of the Company), the Company, by a resolution of the Board of
Directors of the Company, releases the Transfer Restriction of the Allotted Shares at a number reasonably
determined based on the period from the commencement date of the Transfer Restriction Period to the dateof approval of the organizational restructuring, etc. prior to the effective date of the organizational
restructuring, etc. In the case specified above, the Company duly acquires, without consideration, theAllotted Shares for which the Transfer Restriction has not yet been released at the time immediately after
the Transfer Restriction is released.
(5) Other matters
Other matters related to the Allotment Agreement shall be determined by the Board of Directors of theCompany.

- 16 -

Proposal 6:

Decision on Remuneration for Granting Subscription Rights to Shares as Stock Options to
Directors (Excluding Outside Directors)

The Company requests approval for the granting of stock options to its Directors (excluding Outside
Directors) and also approval for the details of the subscription rights to shares to be delivered as stock options
for the purpose of improving the soundness of its management and social trust by encouraging its Directors toshare the benefits and risk of stock price fluctuations with shareholders and raising their motivation and morale
to improve the Company’s business performance.
1. The amount of remuneration, etc. related to stock options
In accordance with Article 361, Paragraph 1 of the Companies Act, at the 37th Annual General Meetingof Shareholders held on June 25, 2007, it was approved that the remuneration for Directors of the Company
shall be within 700 million yen per year as monetary remuneration (excluding employees’ salaries), and in
addition to the above amount of remuneration, etc. for Directors, at the 49th Annual General Meeting of
Shareholders held on March 15, 2019, the amount of remuneration, etc. related to stock options for
Directors (excluding Outside Directors) of the Company was approved to be within 150 million yen peryear (excluding employees’ salaries), and remains unchanged to date.
In accordance with the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) effective asof March 1, 2021, the matters to be resolved at the General Meeting of Shareholders regarding the grantingof subscription rights to shares as remuneration for Directors have been clarified. Accordingly, theCompany requests approval once again for the amount of remuneration for stock options for Directors(excluding Outside Directors) of the Company to be within 100 million yen per year (excluding employee’ssalaries), and its details as set forth below.
The amount of subscription rights to shares to be issued as remuneration for stock options to the
Directors of the Company shall be the amount obtained by multiplying the fair value per unit of subscription
right to shares calculated on the date of the allotment of subscription rights to shares, by the total numberof the rights to be allotted. To calculate the fair value per unit of subscription right to shares defined herein,
we use a commonly used method to calculate the fair value of the subscription rights to shares, based on
various conditions including the Company’s stock price and the exercise price on the allotment date.
Currently, there are nine (9) Directors (including three (3) Outside Directors), but if Proposal 2 “Electionof Nine (9) Directors” and Proposal 7 “Election of Two (2) Directors” are approved and passed as originallyproposed, the number of Directors will be eleven (11) (including five (5) Outside Directors).
In addition to the Company’s Directors, we plan to allocate similar stock options to Operating Officersof the Company. The specific grantees, payment timing and distribution are to be determined by the Boardof Directors upon consulting the Management Conference by comprehensively taking into account thedegree of contributions made by the eligible persons to the Company and other matters, and therefore theCompany believes that the details are appropriate.
2. Details of remuneration, etc. (Details of remuneration for subscription rights to shares to be issued as
stock options over one year)(1) Number of units of subscription rights to shares
The maximum number of units of subscription rights to shares to be issued within one year from theannual general meeting of shareholders for each fiscal year shall be 1,000.
(2) The class and number of shares underlying the subscription rights to shares
The maximum number of shares underlying the subscription rights to shares within one year from theannual general meeting of shareholders for each fiscal year shall be 100,000 shares. The class of shares
underlying the subscription rights to shares shall be common shares, and the number of shares
underlying each unit of subscription right to shares shall be 100 shares.
The Company shall make adjustments deemed necessary in circumstances that justify a change in
the number of shares such as a stock split or a reverse stock split of its common shares.
(3) The amount paid in exchange for subscription rights to sharesNo cash payment shall be required in exchange for subscription rights to shares.
(4) Value of assets to be contributed upon exercise of subscription rights to shares
The value of assets to be contributed upon exercise of a unit of subscription right to shares shall be theamount obtained by multiplying the amount to be paid in per share that may be delivered through theexercise of the subscription right to shares (the “Exercise Value”) by the number of granted shares.
The Exercise Value shall be the amount obtained by multiplying the average closing price of thecommon shares of the Company at Tokyo Stock Exchange, Inc. on days (excluding days on which notransactions were made) of the month before the subscription right to shares is allotted, by 1.05 (with- 17 -

fractions of less than 1 yen rounded up). However, if the value falls below the closing price on theallotment date of the subscription right to shares, the Exercise Value shall be the closing price on theallotment date of the subscription right to shares (the closing price on the transaction date immediately
before the said date if no transactions were made on the allotment date).
The Company shall make adjustments deemed necessary in circumstances that justify a change inthe Exercise Value such as a stock split or a reverse stock split of its common shares.
(5) Exercise period of subscription rights to shares
The exercise period of subscription rights to shares shall be a period determined by the Board of
Directors within the period from the day on which two (2) years have passed from the date of theresolution granting subscription rights to shares to the day on which five (5) years have passed after thedate of the resolution.
(6) Restrictions on the acquisition of subscription rights to shares through transfer
The acquisition of subscription rights to shares through transfer must be approved by the Board of
Directors.
(7) Conditions for the exercise of subscription rights to shares
1) When exercising subscription rights to shares, share subscription right holders must be in either of
the Company’s positions of Director (excluding Outside Director), Auditor (excluding Outside
Auditor), Operating Officer and employee (employee of the Company prescribed in Article 2 of theRules of Employment of the Company), unless subscription right holders are transferred tosubsidiaries and affiliates of the Company and their exceptional treatment is approved by the Boardof Directors, or the Board of Directors acknowledges that there is a justifiable reason not to apply therule.
2) If a share subscription right holder falls under any of the following instances, the holder cannot
exercise the subscription rights to shares thereafter.
i. The holder has received a ruling for commencement of assistance, conservatorship, or
guardianship.
ii. The holder has received a ruling for commencement of bankruptcy proceedings.
iii. The holder is appointed as an officer, employee or consultant of a company in a competitive
relationship with the Company (excluding subsidiaries or affiliates of the Company) unlessapproved in advance by the Board of Directors of the Company.
iv. A breach of trust against the Company has been recognized, such as a violation of laws andregulations or the Company’s internal rules.
v. A violation of the share subscription right allotment agreement concluded between the Company
and the allottee of the subscription rights to shares.
3) Other conditions for the exercise of subscription rights to shares shall be prescribed in a sharesubscription right allotment agreement to be concluded between the Company and the sharesubscription right holders.
4) Other conditions for the exercise of subscription rights to shares shall be determined by a resolutionof the Board of Directors.
(8) Acquisition of subscription rights to shares
1) In the event that a merger agreement in which the Company becomes an extinct company, a company
split agreement or a company split plan in which the Company becomes a split company, or a shareexchange agreement or a share transfer plan in which the Company becomes a wholly owned
subsidiary is approved at a general meeting of shareholders (or by a resolution of the Board of
Directors if an approval of the general meeting of shareholders is not required), the Company may
acquire all of the subscription rights to shares without consideration on a date separately determinedby the Board of Directors of the Company.
2) In the event that, prior to the exercise of subscription rights to shares by the share subscription rightholders, the subscription rights become unexercisable pursuant to the provisions set forth in (7) 2)
above, the Company may acquire the subscription rights to shares without consideration on a dateseparately determined by the Board of Directors of the Company.
(9) Other terms and conditions for the offering of subscription rights to shares
Other details of the subscription rights to shares shall be determined at the meeting of the Board of
Directors that determines the terms and conditions for the offering of subscription rights to shares.

- 18 -

<Proposal by Shareholders (Proposal 7)>
Proposal 7 is a proposal made by a shareholder.
The following details of the proposal (outline of the agenda) and reasons for the proposal are presented intheir original form as submitted by the proposing shareholder in Japanese.

The Board of Directors is opposed to the shareholder’s proposal.
The reasons for opposition to Proposal 7 are stated below on page 22.
Proposal by Shareholders
Proposal 7 was proposed by shareholder 3D OPPORTUNITY MASTER FUND.
Proposal 7:

Election of Two (2) Directors

Outline and Reason of the Proposal(1) Outline of the Proposal
Mr. Kanya Hasegawa and Mr. Keiji Torii shall be elected as Directors.
(2) Reason for the Proposal
The board of directors of a listed company is expected to maximize corporate value over the mediumto long-term by allocating corporate capital appropriately and effectively to growth investment, internal
reserves, and shareholder returns.
The Corporate Governance Code, which is a set of guidelines for corporate governance of listedcompanies, also states that “given its fiduciary responsibility and accountability to shareholders, inorder to promote sustainable corporate growth and the increase of corporate value over the mid- to longterm and enhance earnings power and capital efficiency, the board1” should appropriately fulfill its roles
and responsibilities.
The Company has not been allocating capital in a way that contributes to sustainable growth andmedium- to long-term corporate value improvement. In fact, the Company’s average return on equity(ROE) for the most recent fiscal year and the past 10 years was 7.4% and 5.4%, respectively, which isabout half of the average of 14.1% and 10.7% of peer companies2 for the same periods.
The proposer believes that the reason behind the Company’s chronically large inferiority in capitalefficiency compared to peer companies is that the Company allocates capital in an inappropriate andinefficient manner. The Company has been continuously reinvesting profits generated by the embedded
systems development and systems integration business, its core businesses, in areas where synergies
with the core businesses are unclear, rather than reinvesting them in the core businesses or returning
profits to shareholders. For example, over the past 20 years, the Company has invested a large amountof money, in excess of 100 billion yen, in the acquisition of property, plant and equipment, mainly by
investing in office real estate, which is not the Company’s core business. In recent years, while theCompany has clearly stated its medium-term policy to focus on its core businesses3, it has not only
allocated more than the cumulative net income for the last five years to the acquisition of property, plantand equipment, mainly for the development of building complexes (offices and restaurants) 4, but alsoplans to invest billions of yen in real estate related to such development in the three-year period from2021 to 20235.
Brokerage analysts and other market participants have been pointing out for the past several years theirrationality of the Company’s capital allocation, including excessive investments in real estate. Under
these circumstances, the proposer has engaged in multiple rounds of dialogue with the Company
regarding reconsideration and review of capital allocation, including reinvestment in core businesses inwhich the Company has a competitive edge and business portfolio management, with the aim ofachieving sustainable growth and enhancing corporate value over the medium- to long-term. However,the current Board of Directors does not recognize that there are issues regarding capital allocation, andcontinues to invest in businesses and assets where the synergies with the core businesses and thecontribution to corporate value are unclear.
The proposer believes that the capital allocation by the current Board of Directors is damaging thecorporate value of the Company. What is required of the Company now is to reexamine and review its
current capital allocation based on objective criteria, and to strengthen its highly effective supervisory
function with regard to its future capital allocation policy. The proposer believes that in order to realize
this, it will be necessary to appoint independent outside directors with experience and expertise incapital allocation who can appropriately reflect the opinions of stakeholders, including minority
shareholders, and conduct sufficient verification and highly effective supervision of all options from the- 19 -

perspective of sustainable growth and medium- to long-term corporate value enhancement.
Therefore, the proposer proposes that two persons, Mr. Kanya Hasegawa and Mr. Keiji Torii, be
elected as Outside Directors of the Company. The proposer believes that the addition of these two
persons to the Board of Directors will improve the independence of the Board of Directors, and that theBoard of Directors will not only be more active in deliberations that reflect the common interests of allshareholders including minority shareholders, but will also be able to reconsider and review all options
for capital allocation in the past and in the future under highly effective supervision. In addition, theproposer believes that these changes will give the Board of Directors a stronger mandate fromshareholders in making decisions regarding capital allocation and other matters.
The career summary of the candidates are shown in “(3) Candidates’ names and career summary,”
and the reasons for their nominations are summarized below.
- Mr. Kanya Hasegawa has extensive experience and broad insight in capital allocation, having been
involved in a wide range of investment activities in Japan and Asia for nearly 20 years, including
credit, real estate and listed equities. Since 2015, he has founded and been engaged in the
management as CEO & CIO of 3D Investment Partners Pte Ltd., the asset management company ofthe proposer, who is also a shareholder of the Company. In this capacity, he has been engaging inconstructive dialogues with Japanese listed companies and contributing to the enhancement ofcorporate value through the strengthening of corporate governance and improvement of capitalefficiency. In addition, as he has engaged in dialogues with the management teams (including
outside directors) of various Japanese listed companies as one of their shareholders, he is able toincorporate not only the shareholders’ perspective but also the best practices of outside directors oflisted companies into the Board of Directors. Based on this extensive track record, we believe that
he is the most suitable person to represent the interests of minority shareholders and to enhance thecorporate value of the Company through improved corporate governance and capital allocation.
- Mr. Keiji Torii has served as Representative Director & Deputy President of Mizuho Financial
Group, Inc., and as Outside Audit & Supervisory Board Member of ITOCHU Corporation, both
listed companies, and has extensive experience and broad insight not only in finance and accounting
but also in the management of major Japanese companies as a director of a listed company. He has
also served as Director & Deputy President of Mizuho Research & Technologies, Ltd. (formerly
Mizuho Information & Research Institute, Inc.) and as Executive Advisor to Salesforce.com Co.,
Ltd. and has outstanding expertise and experience backed by practice in corporate management in
the IT sector, the Company’s core business. In his current role as Special Advisor to 3D Investment
Partners Pte Ltd., he engages in constructive dialogues with Japanese listed companies, leveraging
his extensive network and understanding of Japanese corporate management to address complex
governance issues and contributes to enhancing corporate value at listed companies. In addition, we
believe that he is the most suitable person to enhance the corporate value of the Company byaddressing the issue of capital allocation, while taking into consideration the opinions of various
stakeholders such as the Board of Directors, shareholders and management, based on his extensive
experience and outstanding expertise not only in finance and accounting but also in corporate
management spanning the IT sector as well as his network.
The Company’s Articles of Incorporation stipulate that the number of Directors of the Company shallbe 30 or less. Even if the candidates for Directors recommended by the proposer are elected, the number
of Directors will not exceed the limit.

- 20 -

(3) Candidates’ names and career summary
Candidate

Kanya Hasegawa

Date of birth: January 25, 1980
Number of shares the Company held: 0■ Career summary, positions, responsibilities and significant concurrent positions
2002

Joined Goldman Sachs Japan, Co., Ltd.

2008

Joined Tudor Capital Singapore Pte. Ltd. as Investment Analyst

2010

Joined Broad Peak Investment Advisers Pte. Ltd. as Managing Director and Partner

2015

Established 3D Investment Partners Pte. Ltd. and became CEO & CIO (to the present)[Significant concurrent position]
CEO & CIO of 3D Investment Partners Pte. Ltd.

Candidate

Keiji Torii

Date of birth: July 25, 1947
Number of shares the Company held: 0■ Career summary, positions, responsibilities and significant concurrent positions
1971

Joined Dai-Ichi Bank, Ltd.

1998

Outside Director of THE CIT GROUP, INC. (listed on the New York Stock Exchange)

1999

Managing Director and General Manager of NY Branch of Dai-Ichi Kangyo Bank, Ltd.

2000

Managing Director of Dai-Ichi Kangyo Bank, Ltd.

2004

Representative Director & Deputy President of Mizuho Financial Group, Inc.

2005

Director & Deputy President of Mizuho Information & Research Institute, Inc. (now Mizuho Research& Technologies, Ltd.)
Outside Audit & Supervisory Board Member of ITOCHU Corporation

2009
2009
2009

Outside Director Board Member of Tokyo Coca-Cola Bottling Co., Ltd. (now Coca-Cola Bottlers
Japan Inc.)
Executive Advisor to Salesforce. com Co., Ltd.

2017

Adviser to 3D Investment Partners Pte Ltd.

2019

Audit & Supervisory Board Member of Cogent Labs Inc. (to the present)

2020

Outside Auditor, SYLA HOLDINGS Co., Ltd. (to the present)

2021

Special Adviser to 3D Investment Partners Pte Ltd. (to the present)[Significant concurrent positions]Audit & Supervisory Board Member of Cogent Labs Inc.
Outside Auditor, SYLA HOLDINGS Co., Ltd.
Special Adviser, 3D Investment Partners Pte Ltd.

Footnotes:
1 Principle 4 of the Corporate Governance Code2 The following companies are used for comparison as peers: ITOCHU Techno-Solutions, TIS, SCSK, Nihon Unisys, NS

Solutions, Net One Systems, Information Services International-Dentsu, NSD, Systena, and DTS, all of which have amarket capitalization of 100 billion yen to 1 trillion yen and whose core businesses are embedded systems development andsystems integration.
3 In the annual securities report for the 51st fiscal year, the Company set forth its medium-term policy as the “BasicManagement Policy,” to achieve added value by “becoming an innovative corporate group that links ICT development togreater value for customers.” In addition, the Company’s medium- and long-term management strategies are “Taking on
bold challenges toward new technologies: AIS-CRM x DX,” “Promotion of high-value-added system integration,”“Reinforcement of human resources and steady growth of the contract development business,” “Extensive promotion of the
product business,” and “Growth of the entire group and aggressive global development.”
4 Over the past five years, the Company has allocated 36.1 billion yen to the acquisition of property, plant and equipment,
compared to total net income attributable to shareholders of the parent of 33.8 billion yen.
5 The Company disclosed in its the annual securities report for the 51st fiscal year that it plans to invest a total of 12.8 billion
yen in the Shiodome Building Construction buildings A and B by 2023, of which 4.4 billion yen has already been invested,
as “New Installation of Significant Facilities, etc.”- 21 -

○ Opposition from the Board of Directors on Proposal 7[Opinion]

The Board of Directors of the Company is opposed to Proposal 7.
We have been steadily improving our performance and corporate value as one of the largest independent SI
vendors in Japan in the IT sector, a growth industry, and are currently recording the eighth consecutive year of
expanded net sales and profit since the fiscal year ended December 31, 2013.
At the same time, we are fully aware of the importance of capital efficiency, and have been managing ourbusiness taking into account financial discipline. In particular, as a result of our efforts to improve productivity
in software development work, our capital efficiency has been improving, with ROE increasing for fiveconsecutive years (from 5.3% in the fiscal year ended December 31, 2016 to 7.4% in the fiscal year ended
December 31, 2021). The Total Shareholder Return (TSR) for the same period (from the end of December 2016
to the end of December 2021) was 208.0%, which is much higher than the dividend-included TOPIX
performance of 146.9% for the same period, so we believe that we are managing our business in a way thatmeets the expectations of our shareholders. Furthermore, on February 10, 2022, the Company announced its
medium-term management plan for the next three years. In this plan, we will strive to increase our net sales andprofits as well as continue to improve capital efficiency with an ROE target of 9.0% for the fiscal year ending
December 31, 2024.
The reason we are acquiring and holding real estate is that we consider it as an investment that contributes toour core business of software development, as we strive for sustainable growth and enhance added value andimprove our corporate value over the medium to long term.
Software development, which is our core business, requires a work space that can accommodate a large
number of people. We value the fact that self-held real estate allows us to ensure security and other safety
features that meet our standards, flexibly change the layout and environment to best suit each project, provide
office space to employees at a lower cost than comparable leased office space, and there is less risk of
impairment of value over the medium to long term, among others. In addition, based on the medium- to longterm growth potential of our business, we have determined that it is necessary to acquire and hold properties
from time to time, taking into consideration such factors as human resource recruitment plans, contribution toemployee motivation, and how it can help reinforce trust and business with customers and partner companies.
We believe that Company-held real estate has contributed to our growth and improved corporate value in thepast decade. On the other hand, during times of recession such as the world financial crisis of 2008 in the past,
we were able to mitigate business risks by effectively utilizing our self-held buildings. In the recent COVID-19
pandemic, operating with a self-held building was especially effective because we were able to install dropletproof partitions around employee desks, keep doors open, set up individual booths, and take other infection
prevention measures on the floor in a flexible and prompt manner, giving employees who need to physically bepresent in the office with a sense of security. Going forward, we will continue to make decisions on real estate
ownership based on timely and multifaceted evaluations from the perspective of improving corporate value overthe medium to long term.
The Company’s Board of Directors selects candidates for Director who can be expected to help maximize theCompany’s corporate value over the long term and on an ongoing basis, giving due consideration to the balanceof their skills and experience, after deliberations by the Management Conference, the majority of which iscomposed of independent outside directors, and which functions as the nomination committee. Accordingly, theBoard has in place a structure with an optimal and effective management supervisory function that can enhance
corporate value under the Company’s basic policy and medium-term policy.
In the director system proposed in Company Proposal 2, we propose the election of candidates forindependent Outside Directors who have high financial and accounting skills as well as experience in the IT
industry where the Company operates based on the results of the evaluation of the effectiveness of the Board of
Directors. Therefore the Company has a system in place to supervise important themes such as capital allocationfrom various perspectives so as to further contribute to the enhancement of corporate value. The proposed Boardof Directors is composed of three (3) candidates for independent Outside Directors out of a total of nine (9)candidates for Directors, with independent Outside Directors accounting for one-third of the total number of
Directors, thus realizing a highly transparent Board of Directors. For this reason, the Board of Directors of theCompany believes that the nine (9) candidates for Directors proposed in Proposal 2 are the most appropriate
lineup. As both of the candidates in the shareholder proposal are also CEOs or special advisors of corporations
affiliated to the same investment group as the proposing shareholder, there are concerns that their representation
may be limited to the interests of certain shareholders. Therefore, we believe that the election of the two (2)candidates in the shareholder proposal is inappropriate.
For these reasons, the Board of Directors of the Company is opposed to the shareholder proposal.
*See page 12 for a matrix of skills of executives in the Company Proposal 2, Election of Nine (9) Directors.
- 22 -