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.

Securities code: 9749
March 1, 2023
(Start date of measures for electronic provision: February 22, 2023)
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 53RD 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 53rd Annual General Meeting of Shareholders of FUJI SOFT INCORPORATED(the “Company”) will be held for the purposes as described below.
When convening this General Meeting of Shareholders, the Company takes measures for electronic provisionand posts the matters subject to electronic provision on the following website on the Internet as the “Notice ofConvocation of the 53rd Annual General Meeting of Shareholders.”
Company’s website
https://www.fsi.co.jp/ir/soukai/meeting.html
In addition to the above, the information is also posted on the following website on the Internet.
Please access the Tokyo Stock Exchange website (Listed Company Search) listed below, perform a search byentering the Issue name (company name) “FUJI SOFT” or the securities code “9749,” select “Basic information”
and “Documents for public inspection/PR information,” and view the information.
Tokyo Stock Exchange website

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do

Instead of attending the meeting, you may exercise your voting rights by voting via the Internet or in writing.
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 16, 2023, Japan Time, following the“Guidance for Exercising Your Voting Rights” as described in page 3.
1. Date and Time:
2. Place:

Friday, March 17, 2023 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
53rd Fiscal Year (January 1, 2022 - December 31, 2022) 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 53rd Fiscal Year
(January 1, 2022 - December 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Thirteen (13) Directors
Proposal 2:
Election of Two (2) Auditors
Proposal 3:-1-

< Matters Decided upon Convocation >(1) The following matters are not included in the paper copy to be sent to shareholders who have requested it
according to the provisions of laws and regulations and Article 14 of the Articles of Incorporation of theCompany. Therefore, the paper copy to be sent to shareholders who have requested it is part of the
documents audited by the Auditors and the Accounting Auditor for the preparation of their Audit Report.
- “Development of the System for Ensuring Appropriateness of Operations” 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 Non-consolidated
Financial Statements” in the Non-consolidated Financial Statements(2) You can exercise your voting rights by attending the meeting, either via the Internet or in person, or inwriting or by voting via the Internet in advance of the meeting.
(3) If you submit a Voting Rights Exercise Form without indicating your approval or disapproval or abstention
for any proposal, your vote for the proposal shall be counted as approval.
(4) If you exercise your voting rights in advance via the Internet more than once, only your final vote shall becounted as valid.
(5) 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.
(6) Please note that if you exercise your voting rights in advance by submitting a Voting Rights Exercise Formor via the Internet and attend the meeting, either via the Internet or in person, the voting rights you haveexercised in advance shall be invalidated.
(7) You may exercise your voting rights by appointing one other shareholder with voting rights of the Company
as your proxy. In this case, please note that the proxy must submit to the Company a document certifying
authority of representation.

- When you attend the meeting in person on the day of the meeting, we ask that you submit the enclosed
Voting Rights Exercise Form at the reception desk.
- If there are any revisions to this notice or matters subject to electronic provision, revisions will be postedon the Company’s website and Tokyo Stock Exchange website on the Internet as stated above.
- Notice of resolutions and other information for shareholders will be posted on the Company’s website on
the Internet as stated above. Please check our website for the latest information.

-2-

Guidance for Exercising Your Voting Rights- If you exercise your voting rights in advance
Voting via the Internet:
Please enter your votes by no later than the voting deadline by following the instructions on the screen after
reviewing the “Guidance for Excising Your Voting Rights via the Internet” available in the Japanese version.
Voting deadline: Your votes must be entered by no later than 5:30 p.m., Thursday, March 16, 2023, Japantime.
Voting in writing:
Please return the Voting Rights Exercise Form with your votes by mail.
Voting deadline: The completed form must reach us by 5:30 p.m., Thursday, March 16, 2023, Japan time.
- If you attend the meeting
If you attend the meeting in person
In order to take appropriate measures to prevent the spread of COVID-19 according to the number ofattendees, we ask that you register in advance by following the method as described below.
When you attend the meeting in person on the day of the meeting, we ask that you bring this notice ofconvocation and submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Friday, March 17, 2023 at 3:00 p.m., Japan time
* Method of an application for attending at the venue
Please prepare the voting rights exercise document at hand and apply for your attendance by telephone oron the website.
* Even if you fail to register in advance, you may enter the venue. However, your cooperation is appreciated.
Application period: 10:00 a.m. on Wednesday, March 1, 2023 through 5:30 p.m. on Friday, March 10, 2023
Please inquire about your questions by telephone.
(1) Application by telephone
Telephone number of the secretariat of the General Meeting of Shareholders of the Company: 050-30002778(2) Application on the website
Website URL: https://www.fsi.co.jp/ir/soukai/meeting.html (Japanese only)* Please understand in advance that we do not prepare any souvenirs for attending shareholders.
* When attending the meeting, we ask you that you wear masks and take your temperature to enter thevenue.
If you attend the meeting via the Internet (virtual attendance)
Pre-registration is necessary. Please see pages 11 through 13 of the Japanese version.
Date and time: Friday, March 17, 2023 at 3:00 p.m., Japan time (log-in starts at 2:00 p.m.)-3-

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

Partial Amendments to the Articles of Incorporation

Reason for the amendments(1) The Company, through the Corporate Value Committee established in June 2022, has considered thefunctions and skill set required of the Board of Directors of the Company.
As a result, it believes that the Board of Directors should be structured to have the necessary skill set,
giving due regard to diversity and balance.
Based on this belief, the Corporate Value Committee has undertaken a survey of the number of directors at
companies with a board of company auditors with market capitalization of 200 to 300 billion yen, similar
to that of the Company, finding that such companies have an average number of nine (9) directors, and amaximum of thirteen (13). An analysis of all listed companies revealed that only 1% of companies haveover 14 directors. In view of these results, and the fact that a number of directors exceeding 14 would
negatively affect the flexible operation and effective deliberation of the Board of Directors, the Corporate
Value Committee concluded that the number of Directors of the Company should not exceed 14.
The Company therefore proposes to amend the maximum number of Directors stipulated in Article 17(Number of Directors) of the current Articles of Incorporation from 30 to 14, based on this conclusion by
the Corporate Value Committee.
The Company also proposes to make the necessary changes in the supplementary provisions regardingthese amendments.
If this proposal and “Proposal 2: Election of Thirteen (13) Directors” are approved as originally proposed,
the Company will have thirteen (13) out of a maximum of fourteen (14) Directors.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) came into force on September 1, 2022.
Accordingly, at the 52nd Annual General Meeting of Shareholders, the Articles of Incorporation of theCompany were amended in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, and supplementary provisions related to the effective date,etc. were established. The Company proposes to delete these supplementary provisions and make thenecessary changes, as they have become unnecessary.
2.

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

Current Articles of Incorporation
Articles 1.-16.

(Omitted)

Articles 1.-16.

(Unchanged)(Number of Directors)(Number of Directors)
Article 17 The Company shall have no more than Article 17 The Company shall have no more than
30 Directors.
14 Directors.
Articles 18.-34.

(Omitted)

Articles 18.-34.

(Unchanged)(Supplementary provisions)(Supplementary provisions)

1.-19.

1.-19.

(Omitted)-4-(Unchanged)

Current Articles of Incorporation
Proposed amendments
20. The deletion of Article 14 (Internet Disclosure
20. Article 14 shall be amended on September 1,
and Deemed Provision of Reference Documents
2022.
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 (ActNo. 70 of 2019) (the “Effective Date”).
21. Notwithstanding the provisions of the preceding 21. Article 17 shall be amended on March 17, 2023.
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 Thirteen (13) Directors

The terms of office of all fourteen (14) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of thirteen (13) Directors is proposed.
The candidates for Director are as follows and matters concerning each candidate for Director are statedon pages 7 through 17.

No.

Name

Age

GenderCurrent positions in
the Company

Attendanceat theBoard ofDirectors
meetings

1

Satoyasu Sakashita (Reappointment)

61

Male

President &Representative
Director

100.0%(22/22)2

Tateyuki Oosako(Reappointment)

47

Male

Director &Senior Executive
Operating Officer

100.0%(19/19)3

Tadashi Tsutsui(Reappointment)

57

Male

Director &Executive Operating
Officer

100.0%(19/19)4

Mari Morimoto(Reappointment)

49

FemaleDirector &Operating Officer

100.0%(22/22)

5

Masashi Umetsu(Reappointment)

48

Male

Director &Operating Officer

100.0%(19/19)

6

Minoru Koyama(Reappointment)

OutsideIndependent

68

Male

Director

100.0%(22/22)

7

Tateki Oishi(Reappointment)

OutsideIndependent

67

Male

Director

100.0%(22/22)

8

Tomoko Aramaki(Reappointment)

OutsideIndependent

54

Female Director

100.0%(19/19)

9Takao Tsuji(Reappointment)

OutsideIndependent

73

Male

Director

100.0%(2/2)

10

Hidetaka Nishina(Reappointment)

OutsideIndependent

43

Male

Director

100.0%(2/2)

11

Hikari Imai

(Reappointment)

OutsideIndependent

73

Male

Director

100.0%(2/2)

12

Yuya Shimizu(Reappointment)

OutsideIndependent

51

Male

Director

100.0%(2/2)

13

Shintaro Ishimaru(Reappointment)

OutsideIndependent

69

Male

Director

100.0%(2/2)(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. The attendance at the Board of Directors meetings indicates the attendance of those meetings held after appointment of eachcandidate during the previous fiscal year (from January 1, 2022 to December 31, 2022).

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1985
April 2003
April 2004

Satoyasu Sakashita(July 22, 1961)
1

Male[Reappointment]

Tateyuki Oosako(October 8, 1975)
2

Male[Reappointment]

May 2005
June 2005
June 2007
June 2009
June 2009
June 2010
September 2011
October 2011
June 2012

Joined Nomura Computer Systems Co., Ltd. (present Nomura
Research Institute, Ltd.)
General Manager of 2nd Knowledge System Business
Department, Nomura Research Institute, Ltd.
Joined the Company
Assistant Director of Outsourcing Business Division
Deputy Director of IT Business Division
Director
Executive Director
Retired as Director
Executive Operating Officer
Executive Director
Representative Senior Executive Director
President & Representative Director
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.
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)
April 2019
Operating Officer, Director of Solution Business Division
April 2021
Executive Operating Officer, Director of Solution Business
DivisionJanuary 2022
Senior Executive Operating Officer, Director of Solution
Business Division
March 2022
Director & Senior Executive Operating Officer, Assistant ofRepresentative Director in Corporate Management, Director of
Solution Business Division
April 2022
Director & Senior Executive Operating Officer, Assistant ofRepresentative Director in Corporate Management (to thepresent)[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.

-7-

Number ofshares of theCompany held

12,206

2,115

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

Tadashi Tsutsui(December 16, 1965)
3

Male[Reappointment]

Mari Morimoto(January 1, 1974)
4

Female[Reappointment]

April 2018
April 2019
April 2020
March 2021
March 2022

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 BusinessDirector & Executive Operating Officer, COO of
Administration Division, COO of Facility Business (to thepresent)[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 1996
Joined the Company
April 2012
General Manager of MS Department, Solution Business
Division
October 2013
Director of MS Business Department
April 2017
Deputy Director of Sales Division
April 2018
Operating Officer and Deputy Director of Sales Division
June 2019
Outside Director, ACE SECURITIES CO., LTD.
March 2021
Director & Operating Officer
Director of Sales Division
August 2021
Director & Operating Officer, Director of Sales Division, 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.

-8-

Number ofshares of theCompany held

3,529

660

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1997
April 2013

October 2013

October 2015
April 2016
March 2017
October 2017

Masashi Umetsu(October 23, 1974)
5

MaleApril 2018
April 2019

April 2020
March 2022

[Reappointment]
April 2022
July 2022

Joined the Company
General Manager of Business Planning Department, Solution
Business Division, and General Manager of Business Planning
Department, Financial System Business Division
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
General Manager of Innovation Promotion Section
General Manager of Sales Supervision Department, Sales
Division
Auditor, Tosho Computer Systems Co., Ltd.
General Manager of Sales Planning Department, Sales
Division
General Manager of Corporate Planning Department
Deputy Director of Administration Reform Supervision
Department, and General Manager of Corporate Planning
Department
Operating Officer, COO of Finance and Public Relations
Director & Operating Officer, COO of Finance and Public
Relations
Director & Operating Officer, COO of Corporate Planning and
Finance and Public Relations (to the present)
Auditor, FUJISOFT CHINA Corp. (to the present)[Significant concurrent position]
Auditor, FUJISOFT CHINA Corp.
[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.

-9-

Number ofshares of theCompany held

897

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1977
April 1991
April 1996
April 1999
June 2001
April 2004

Minoru Koyama(September 12, 1954)
6

April 2008
April 2009

April 2011

Male
April 2014
[Reappointment][Outside Director][Independent Officer]
June 2016
March 20197

Joined Amano Corporation
General Manager of Yokohama Factory, Amano Corporation
Vice President, Amano Cincinnati, Inc. (USA)General Manager of Yokohama Procurement, Amano
Corporation
Director, Amano Corporation
Director & General Manager of General Affairs, Amano
Corporation
Director & Managing Operating Officer, Amano Corporation
Director & Managing Operating Officer; General Manager ofGeneral Affairs and Supervisory of Yokohama Factory, Tsukui
Factory and Shanghai Production, Amano Corporation
Director & Managing Operating Officer; Global Production
Supervisory and Factory Operations Supervisory, Amano
Corporation
Director & Managing Operating Officer; Global
Manufacturing Supervisory and Time Products Manufacturing
Supervisory, Amano Corporation
Advisor, Amano Corporation
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, which leads to activities that contribute to improving thecorporate value of the Company, 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 1979
Joined CASIO COMPUTER CO., LTD.
June 2002
Operating Officer and Deputy Director of Communications
Department, CASIO COMPUTER CO., LTD.
April 2004
President & Representative Director, CASIO Hitachi Mobile
Communications Co., Ltd.
June 2010
Director & Senior Executive Operating Officer, NEC CASIO
Tateki Oishi
Mobile Communications, Ltd.
(November 30, 1955)
June 2015
Outside Director, Cyber Com Co., Ltd.
Male
Outside Director, VINX CORP
March 2019
Outside Director (to the present)[Reappointment][Outside Director][Reasons for nomination and expected roles][Independent Officer] 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, which leads to activities that contribute toimproving the corporate value of the Company, 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.

- 10 -

Number ofshares of theCompany held

600

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)
8

Female[Reappointment][Outside Director][Independent Officer]

Joined Century Audit Corporation
Registered as Certified Public Accountant
Seconded to Regional Financial Cooperation Division, Trade
Policy Bureau, 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 MIKIHOLDINGS Inc.
December 2015 Audit & Supervisory Board Member, SACOS CORPORATION
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)
March 2022
Outside Director (to the present)
January 2023
Information and Communications Council Member (to thepresent)
Telecommunications Business Policy Committee Member,Information and Communications Council (to the present)
Postal Services Policy Committee Member, Information andCommunications Council (to the present)

Number ofshares of theCompany held

[Significant concurrent positions]
Member of Outside Expert Committee, Organization for Postal Savings, Postal Life
Insurance and Post Office Network
Outside Audit & Supervisory Board Member, EXEO Group, Inc.
Information and Communications Council Member
Telecommunications Business Policy Committee Member, Information andCommunications Council
Postal Services Policy Committee Member, Information and Communications
Council[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 listed companies. She has appropriately supervised andadvised the Company in its business operations, which leads to activities that
contribute to improving the corporate value of the Company, and is expected toappropriately perform her duties as an Outside Director of the Company. Therefore,
we nominate her as a candidate for Outside Director.

- 11 -

0

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1973
June 1999

Joined Nissho Iwai Corporation (present Sojitz Corporation)
Director, NISSHO ELECTRONICS CORPORATIONMarch 2000

Outside Director, Fusion Communications Corp. (present
Rakuten Communications Corp.)
Managing Director, NISSHO ELECTRONICSCORPORATION
Representative Director and President, NISSHOELECTRONICS CORPORATION
Director and Chairman, NISSHO ELECTRONICSCORPORATION
Final Selection Committee Member, Public Application for
Universe Open Laboratory, Japan Aerospace Exploration
Agency (JAXA)
Advisor, Machine Division, Sojitz Corporation
External Director of the Board, JVCKENWOOD Corporation
Representative Director of the Board, President, Chief
Operating Officer (COO), Chief Innovation Officer (CIO), andChief Risk Officer (CRO), JVCKENWOOD Corporation
Representative Director of the Board, President, and Chief
Executive Officer (CEO), JVCKENWOOD Corporation
Representative Director of the Board, Chairman of the Board,
and Chief Executive Officer (CEO), JVCKENWOOD
Corporation
Representative Director of the Board and Chairman of theBoard, JVCKENWOOD Corporation
Outside Director, Dexerials Corporation
Special Advisor, JVCKENWOOD Corporation
Chairman, Machine & Metal Industry Subcommittee, The
Yokohama Chamber of Commerce and Industry
Outside Director, FEED ONE CO., LTD. (to the present)
Outside Director (Audit & Supervisory Committee Member),
SNT Corporation (to the present)
Outside Director, TACHIBANA ELETECH CO., LTD. (to thepresent)
Outside Director (to the present)

June 2001
June 2002
June 2009
September 2009

July 2010
June 2013
May 2014

June 2016
Takao Tsuji(September 28, 1949)
9

Male[Reappointment][Outside Director][Independent Officer]

April 2018

April 2019
June 2019
July 2021
December 2021
June 2022
June 2022
June 2022
December 2022

[Significant concurrent positions]
Outside Director, FEED ONE CO., LTD.
Outside Director (Audit & Supervisory Committee Member), SNT Corporation
Outside Director, TACHIBANA ELETECH CO., LTD.
[Reasons for nomination and expected roles]
Mr. Takao Tsuji has experience as a Representative Director and President of listedcompanies over 10 years in the aggregate, and assumed office as outside director at
multiple listed companies. On the basis of his high level of knowledge andexperience in management, he has appropriately supervised and advised theCompany in its business operations, which leads to activities that contribute toimproving the corporate value of the Company, 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.

- 12 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
October 2002
April 2003
May 2006
January 2011
June 2013
April 2014

March 2017
June 2017
March 2019
April 201910

Hidetaka Nishina(March 25, 1979)

November 2022

Male

December 2022

[Reappointment][Outside Director][Independent Officer]

Registered as attorney-at-law
Operations Department, Bank of Japan
Counsellor Office, Civil Affairs Bureau, Ministry of JusticePartner attorney-at-law, Nakamura, Tsunoda & Matsumoto(to the present)
Outside Auditor, INES Corporation
Committee Member, JBA TIBOR Oversight Committee,
Ippan Shadan Hojin (or General Incorporated Association)
JBA TIBOR Administration
Outside Auditor, Nippon Aqua Co., Ltd. (to the present)
Outside Director, KITAMURA Co., Ltd.
Outside Auditor, Vario Secure Inc.
Outside Director, KITAMURA HOLDINGS Co., Ltd.
(unlisted company) (to the present)
Outside Director (Audit and Supervisory Committee
Member), Vario Secure Inc. (to the present)
Outside Director (to the present)[Significant concurrent positions]
Partner attorney-at-law, Nakamura, Tsunoda & Matsumoto
Outside Auditor, Nippon Aqua Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), KITAMURAHOLDINGS Co., Ltd. (unlisted company)
Outside Director (Audit and Supervisory Committee Member), Vario Secure Inc.
[Reasons for nomination and expected roles]
Although Mr. Hidetaka Nishina has not previously participated in corporate
management other than as an outside director or outside auditor, he has a wide
range of insights and experience as an attorney-at-law. On the basis of his
experience of participating in corporate management as an outside officer atmultiple listed companies, he has appropriately supervised and advised theCompany in its business operations, which leads to activities that contribute toimproving the corporate value of the Company, 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.

- 13 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1974
January 1986

Hikari Imai
(July 23, 1949)
11

Male

Joined Yamaichi Securities Co., Ltd.
Joined Morgan Stanley Japan Securities (present Mitsubishi UFJ
Morgan Stanley Securities)
April 1993
Joined Merrill Lynch Securities Co., Ltd.
January 1999
Deputy Chairman, Merrill Lynch Japan Securities Co., Ltd.
(present BofA Securities Japan Co., Ltd.)
November 2007 Director and Executive Vice President, RECOF Corporation
April 2008
Representative Director and President, RECOF Corporation
July 2010
Advisor, Ebara Foods Industry, Inc.
April 2012
Outside Director, Olympus Corporation
June 2015
Outside Director, CYBERDYNE, INC. (to the present)
June 2016
Director (Outsider), PACIFIC METALS CO., LTD. (to the present)
December 2016 Director and Chairman, 3DOM Inc. (present 3DOM Alliance Inc.)
January 2019
Outside Director, GPSS Holdings, Inc. (unlisted company) (to thepresent)
November 2019 Outside Director (Audit & Supervisory Board Member),
SHIMACHU CO., LTD.
December 2022 Outside Director (to the present)

Number ofshares of theCompany held

[Reappointment][Outside Director][Independent Officer] [Significant concurrent positions]
Outside Director, CYBERDYNE, INC.
Director (Outsider), PACIFIC METALS CO., LTD.
Outside Director, GPSS Holdings, Inc. (unlisted company)[Reasons for nomination and expected roles]
Mr. Hikari Imai has extensive experience in investment banking services and deep
knowledge in capital markets. On the basis of his experience of participating in
corporate management as an Outside Director of multiple listed companies, he has
appropriately supervised and advised the Company in its business operations,which leads to activities that contribute to improving the corporate value of theCompany, 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.

- 14 -

0

No.

Name
(Date of birth)

Yuya Shimizu(November 8, 1971)
12

Male

Career summary, positions, responsibilities
and significant concurrent positions
April 1994
Joined Tokyo Branch, Goldman Sachs Japan, Co., Ltd.
May 2000
Joined MOORE STRATEGIC VALUE PARTNERS, LLC
September 2003 Joined AC Capital, Inc.
March 2004
Joined Asuka Asset Management Co., Ltd. (present Aizawa AssetManagement Co., Ltd.)
August 2005
Joined Jarmin Capital Co., Ltd.
October 2007 Joined Dalton Investments Group
February 2010 Representative Director, Dalton Advisory KK
March 2011
Outside Director, SunTelephone Co., Ltd.
Founded OTS Capital Management Limited (Hong Kong)
January 2015
Cofounder & Senior Portfolio Manager, OTS Capital Management
LimitedFounded Hibiki Path Advisors Pte. Ltd.
January 2016
Representative Director & Chief Investment Officer, Hibiki Path
Advisors Pte. Ltd. (to the present)
December 2022 Outside Director (to the present)[Reappointment][Significant concurrent position][Outside Director]
Representative Director & Chief Investment Officer, Hibiki Path Advisors Pte. Ltd.
[Independent Officer] * Hibiki Path Advisors Pte. Ltd., at which Mr. Yuya Shimizu serves as
Representative, has concluded discretionary investment management agreementswith Hibiki Path Value Fund and Hibiki Path Aoba Fund holding 0.13% (intotal) of the Company’s stock as of December 31, 2022.
[Reasons for nomination and expected roles]
Mr. Yuya Shimizu has engaged in a wide range of investment services for many
years. On the basis of his extensive experience and deep knowledge in investment
management services and capital markets, he has appropriately supervised andadvised the Company in its business operations, which leads to activities that
contribute to improving the corporate value of the Company, and is expected toappropriately perform his duties as an Outside Director of the Company. Therefore,
we nominate him as a candidate for Outside Director.

- 15 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1976
February 1998
August 2003

13

Joined Dai-Ichi Kangyo Bank, Ltd. (present Mizuho Bank, Ltd.)
President & CEO, DKB Data Services (NY)General Manager of Taipei Branch, Mizuho Corporate Bank, Ltd.
(present Mizuho Bank, Ltd.)
Chairman, The Japanese Chamber of Commerce & Industry Taipei
June 2006
Executive Officer, ITOCHU Corporation
October 2006 General Manager of IT Planning Division, ITOCHU Corporation
Managing Executive Officer & Executive Vice President ofApril 2009
Financial Business, Real Estate, Insurance Business, & Logistic
Company, ITOCHU Corporation
Assistant to Officer in charge of Specific Services, ITOCHU
April 2011
Corporation
Shintaro Ishimaru
CIO & Assistant to Officer in charge of Specific Services,(January 15, 1954) May 2011
ITOCHU Corporation
CIO & Executive Vice President of General Products & Realty andMaleApril 2012
ICT Company, ITOCHU Corporation
Audit & Supervisory Board Member, ITOCHU Techno-Solutions[Reappointment]
June 2013
Corporation[Outside Director][Independent Officer] July 2019
Delegated Outside Advisor in charge of IT strategy of General
Products & Realty Company, ITOCHU Corporation
December 2022 Outside Director (to the present)

Number ofshares of theCompany held

[Reasons for nomination and expected roles]
Mr. Shintaro Ishimaru has experience taking part in management as Chief
Information Officer (CIO) of a listed company. On the basis of his deep knowledge
in the industry in which the Company operates, he has appropriately supervised andadvised the Company in its business operations, which leads to activities that
contribute to improving the corporate value of the Company, and is expected toappropriately perform his duties as an Outside Director of the Company. Therefore,
we nominate him as a candidate for Outside Director.

- 16 -

0(Notes)
1. Figures for the “Number of shares of the Company held” are as of December 31, 2022.
2. There are no special interests between any of the candidates for Director and the Company other than those stated in thetext.
3. Mr. Minoru Koyama and Mr. Tateki Oishi will have served as Outside Director of the Company for four (4) years at theconclusion of this General Meeting of Shareholders.
4. Ms. Tomoko Aramaki will have served as Outside Director of the Company for one (1) year at the conclusion of this
General Meeting of Shareholders.
5. Mr. Takao Tsuji, Mr. Hidetaka Nishina, Mr. Hikari Imai, Mr. Yuya Shimizu and Mr. Shintaro Ishimaru will have served
as Outside Director of the Company for three (3) months at the conclusion of this General Meeting of Shareholders.
6. When the Company nominates the candidates for Director, the Management Conference, the majority of which iscomposed of Independent Outside Directors, deliberates in advance on the nomination pursuant to the Standard for
Personnel Affairs of Officers.
7. 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.
8. Mr. Minoru Koyama, Mr. Tateki Oishi, Ms. Tomoko Aramaki, Mr. Takao Tsuji, Mr. Hidetaka Nishina, Mr. Hikari Imai,
Mr. Yuya Shimizu and Mr. Shintaro Ishimaru 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.
9. The Company has entered into liability limitation agreements with Mr. Minoru Koyama, Mr. Tateki Oishi, Ms. Tomoko
Aramaki, Mr. Takao Tsuji, Mr. Hidetaka Nishina, Mr. Hikari Imai, Mr. Yuya Shimizu and Mr. Shintaro Ishimaru 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.
10. The Company has entered into a directors and officers liability insurance (D & O Insurance) agreement stipulated in
Article 430-3, Paragraph 1 of the Companies Act with all Directors as the insured to ensure that officers can fully performtheir expected roles in the course of their duties and to allow the Company to obtain superior talent. If this proposal isapproved as originally proposed and each candidate is appointed as Director, they will be the insured under the said
insurance agreement. The said insurance agreement covers damage caused as a result of the insured Directors andofficers assuming responsibilities regarding the execution of their duties or receiving claims pertaining to the pursuit ofsuch responsibilities. Provided, however, that there are certain exemptions; for example, damage caused as a result of
any conduct committed while knowing that the conduct is in violation of laws and regulations will not be covered. The
insurance premiums, including those on riders, are fully borne by the Company and no substantial insurance premiumis borne by the insured. The said insurance agreement provides for a deductible amount and damage up to the deductible
amount shall not be covered. Also, the Company plans to renew the insurance agreement with the same terms andconditions at the time of the next renewal.
11. Director candidate Mari Morimoto’s name on the family registry is Mari Ishibashi.

- 17 -

Proposal 3:

Election of Two (2) Auditors

The terms of office of Auditors, Mr. Shigeo Ishii and Ms. Yukako Oshimi, will expire at the conclusion ofthis General Meeting of Shareholders. Accordingly, the election of two (2) Auditors is proposed.
This proposal has been approved by the Board of Auditors.
The candidates for Auditor are as follows and matters concerning each candidate for Auditor are stated on
pages 19 through 20.

No.

Name

Age

GenderCurrent
positionsin theCompany

1

Yukako Oshimi (Reappointment) Outside Independent

46

FemaleOutsideAuditor2

Hiroshi Hirano (New candidate) Outside Independent

60

Male

-

Attendance Attendanceat theat theBoard of Board of
Directors Auditors
meetings meetings
86.4%(19/22)

88.9%(16/18)--(Note) The age given for the candidates for Auditor represents their full age as of the conclusion of this General Meeting of
Shareholders.

- 18 -

No.

Name(Date of birth)

Career summary, positions, and significant concurrent positions
October 2002
April 2011
September 2014
June 2015
December 2015
March 2019
June 2019

Yukako Oshimi(August 11, 1976)
1

FemaleDecember 2020
November 2021
January 2022

Joined Nagashima Ohno & Tsunematsu
Dispatched to Ricoh Company Ltd.
Joined as Partner Lawyer, Shibata, Suzuki & Nakada (to thepresent)
Audit & Supervisory Board Member (Outside), JP-HOLDINGS,
INC.
Outside Committee Member of Risk & Compliance Committee,
ORIX Asset Management Corporation
Outside Auditor (to the present)
Outside Corporate Auditor, KUREHA CORPORATION (to thepresent)
Outside Corporate Auditor, CMK Corporation
Supervisory Director, ORIX JREIT Inc. (to the present)
Outside Audit & Supervisory Board Member, Prored Partners
Co., Ltd. (to the present)

Number ofshares of theCompany held

0

[Reappointment][Significant concurrent positions][Outside Auditor]
Partner Lawyer, Shibata, Suzuki & Nakada[Independent Officer]
Outside Corporate Auditor, KUREHA CORPORATIONSupervisory Director, ORIX JREIT Inc.
Outside Audit & Supervisory Board Member, Prored Partners Co., Ltd.

Hiroshi Hirano(March 14, 1963)
2

Male[Reasons for nomination]
Although Ms. Yukako Oshimi has not previously participated in corporate
management other than as an outside director or outside auditor, she has expertiseand a wealth of experience as a lawyer. She has appropriately supervised andadvised the Company in its business operations, and is expected to appropriately
perform her duties as an Outside Auditor of the Company. Therefore, we nominate
her as a candidate for Outside Auditor.
October 1984
Joined Auditing Firm Chuo Accounting Office
March 1988
Registered as Certified Public Accountant
August 1998
Partner, Chuo Audit Corporation
July 2003
Representative Partner, Chuo Aoyama Audit Corporation
August 2019
Joined Deloitte Touche Tohmatsu LLC, Partner
August 2020
Director, Hiroshi Hirano CPA Office (to the present)
December 2020 Full-time Auditor, i:Sales Inc. (present xOperation Group, Inc.)[Significant concurrent position]
Director, Hiroshi Hirano CPA Office[New candidate][Outside Auditor][Reasons for nomination][Independent Officer] Although Mr. Hiroshi Hirano has not previously participated in corporate
management other than as an outside director or outside auditor, he has expertise infinance and accounting as a Certified Public Accountant. The Company judges that
he is able to appropriately supervise and advise the Company in its business
operations, and is expected to perform his duties as an Outside Auditor. Therefore,
we nominate him as a new candidate for Outside Auditor.

- 19 -

0(Notes)
1. Figures for the “Number of shares of the Company held” are as of December 31, 2022.
2. There are no special interests between any of the candidates for Auditor and the Company.
3. Ms. Yukako Oshimi is currently an Outside Auditor of the Company and her term of office as Outside Auditor will havebeen four (4) years at the conclusion of this General Meeting of Shareholders.
4. The Company has entered into a liability limitation agreement with Ms. Yukako Oshimi and will renew the agreement
if her re-election is approved. The maximum liability limit under the agreement is the minimum amount provided bylaws and regulations, on the condition that she has conducted her duties in good faith and without gross negligence. The
Company will enter into a similar liability limitation agreement with Mr. Hiroshi Hirano if his election is approved.
5. The Company has entered into a directors and officers liability insurance (D & O Insurance) agreement stipulated in
Article 430-3, Paragraph 1 of the Companies Act with all Auditors as the insured to ensure that officers can fully performtheir expected roles in the course of their duties and to allow the Company to obtain superior talent. If this proposal isapproved as originally proposed and each candidate is appointed as Auditor, they will be the insured under the said
insurance agreement. The said insurance agreement covers damage caused as a result of the insured Directors andofficers assuming responsibilities regarding the execution of their duties or receiving claims pertaining to the pursuit ofsuch responsibilities. Provided, however, that there are certain exemptions; for example, damage caused as a result of
any conduct committed while knowing that the conduct is in violation of laws and regulations will not be covered. The
insurance premiums, including those on riders, are fully borne by the Company and no substantial insurance premiumis borne by the insured. The said insurance agreement provides for a deductible amount and damage up to the deductible
amount shall not be covered. Also, the Company plans to renew the insurance agreement with the same terms andconditions at the time of the next renewal.
6. Ms. Yukako Oshimi and Mr. Hiroshi Hirano are the candidates for Outside Auditor. If they assume office as Outside
Auditors, they will become independent officers pursuant to the provisions of the Tokyo Stock Exchange.
7. Auditor candidate Yukako Oshimi’s name on the family registry is Yukako Saito.

- 20 -

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, capital
market, 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
Position
President &Representative
Director
Director &Senior Executive
Operating
Officer
Director &Executive
Operating
Officer
Director &Operating
Officer
Director &Operating
Officer
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Standing Auditor
Outside Auditor
Outside Auditor

Name

Corporate
management

Satoyasu
Sakashita

administration

Human
resources

IT system
development

Product
servicesNewbusinesses

Sales

Finance /Accounting

Legal affairs

◎

〇

〇

◎

◎

〇

〇

〇

〇

Tateyuki
Oosako

〇

〇

〇

◎

◎

〇

〇

TadashiTsutsui

〇

◎

◎

〇

Mari
Morimoto〇

MasashiUmetsu

〇

◎

〇

◎

〇

〇

〇

〇

◎

◎

〇

〇

〇

〇

MinoruKoyamaTateki
Oishi
TomokoAramaki
Takao
Tsuji
Hidetaka
Nishina
HikariImai
Yuya
Shimizu
Shintaro
Ishimaru
Hiroyuki
KimuraYukakoOshimi
Hiroshi
HiranoBusiness

〇

〇

〇

〇

〇

◎
〇

〇

〇
〇

〇

◎

〇

◎
◎

〇

〇

◎

〇

〇

〇

〇

〇

〇

〇

◎

◎

〇

◎

〇

〇

〇

〇

〇

Capitalmarket

◎

◎

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

◎
◎

〇
◎

〇

◎

(Note) Positions will be officially determined at meetings of the Board of Directors and the Board of Auditors after Proposal 2“Election of Thirteen (13) Directors” and Proposal 3 “Election of Two (2) Auditors” are approved as originally proposed.

- 21 -