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
February 28, 2018
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 48TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 48th Annual General Meeting of Shareholders of FUJI SOFT
INCORPORATED (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or by voting via theInternet. Please review the Reference Documents for the General Meeting of Shareholders as describedhereinafter and exercise your voting rights by no later than 5:30 p.m. on Thursday, March 15, 2018, Japan
Time. You are requested to exercise your voting rights either by indicating your votes for or against the
proposals on the enclosed Voting Rights Exercise Form and returning the form so that it is received by theabove deadline, or by accessing our designated website for exercising voting rights (http://www.evote.jp/)(Japanese only) and entering your votes by the above deadline.
1. Date and Time:

Friday, March 16, 2018 at 3:00 p.m., Japan time (reception starts at 2:00 p.m.)

2. Place:

FUJISOFT AKIBA HALL, 5F, the Company’s 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
48th Fiscal Year (January 1, 2017 - December 31, 2017) 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 48th Fiscal Year
(January 1, 2017 - December 31, 2017)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Granting of Retirement Benefits to Retiring Directors
Proposal 3:
4. Matters Decided upon Convocation with regard to the Exercise of Voting Rights:(1) 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 an approval.
(2) If you exercise your voting rights via the Internet more than once, only your final vote shall becounted as valid.
(3) If you exercise your voting rights both via the Internet and by submitting a Voting Rights Exercise
Form, your votes via the Internet shall be counted as valid.
(4) 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.

-1-

Guidance for Exercising Your Voting Rights-

If you attend the meeting in person:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting.

- If you do not attend the meeting in person:(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 15, 2018, Japan time.
(2) Voting via the Internet:
Please access our designated website for exercising voting rights (http://www.evote.jp/) from your PC,
smartphone, or mobile phone, 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 beentered by no later than 5:30 p.m., Thursday, March 15, 2018, Japan time.
* You can read this Notice of Convocation using a PC, a smartphone, or a tablet device.

-----------------------------------------------------------------------------------------------------------------------------From among the documents to be attached to this Notice of Convocation of the Annual General
Meeting of Shareholders, the following are posted in “Items for Disclosure on the Internet Pursuant toLaws and Regulations and the Articles of Incorporation” on the Company’s website on the Internet(http://www.fsi.co.jp/ir/soukai/meeting.html) (Japanese only), according to the provisions of laws andregulations and Article 14 of the Articles of Incorporation of the Company: “6. Development of the
System for Ensuring Appropriateness of Operations of the Company and the Business Group Consistingof the Company and its Subsidiaries” in the Business Report; the “Consolidated Statements of Changes in
Net Assets” in the Consolidated Financial Statements; the “Notes to the Consolidated Financial
Statements”; the “Non-consolidated Statements of Changes in Net Assets” in the Non-consolidated
Financial Statements; and the “Notes to the Non-consolidated Financial Statements.” Accordingly, theaforementioned documents are not included in the documents attached to this Notice of Convocation of
the Annual General Meeting of Shareholders. The documents attached to this Notice are therefore part ofthe documents audited by the Auditors and the Accounting Auditor for the preparation of their Audit
Report.
Any revisions to the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements will be posted on the
Company’s website (http://www.fsi.co.jp/ir/soukai/meeting.html) (Japanese only).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References

Proposal 1: Partial Amendments to the Articles of Incorporation
1.

Reasons for the amendments
The Company proposes partial amendments to the provisions of Article 2 (Purpose) of the current
Articles of Incorporation in order to add “machinery and equipment installation work” and thereby
expand the scope of the business activities of software design and development for data processing
systems, the Company’s main business, to encompass the industrial SI robot business. The
Company also proposes that the descriptions of years in the Supplementary Provisions be revised
from Japanese calendar years to Christian Era years so as to make the Articles of Incorporationeasier to understand.

2.

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

Current Articles of Incorporation(Purpose)
Article 2 The purpose of the Company shall be toengage in the following businesses:< (1) to (14) (Omitted) >(15) Design and construction of electricwork(Purpose)
Article 2< (1) to (14) (Unchanged) >(15) Design and construction of electric
work, telecommunications work,and machinery and equipment
installation work, and contracting
thereof(Deleted)(16) Design and construction of
telecommunications work
< (17) to (24) (Omitted) >

1.

2.
3.

(Unchanged)< (16) to (23) (Unchanged) >Supplementary Provisions
The amendments to the provisions ofArticle 3 shall take effect on May 15 ofShowa 60.
The provisions of Article 5 shall beamended on June 26 of Showa 61.
The provisions of Articles 2, 4, 5, 6, 7, 8,
9, 10, 11, 12, and 19 shall be amended onJune 29 of Showa 62.

1.

2.
3.

-3-

Supplementary Provisions
The amendments to the provisions ofArticle 3 shall take effect on May 15,
1985 (S60).
The provisions of Article 5 shall beamended on June 26, 1986 (S61).
The provisions of Articles 2, 4, 5, 6, 7, 8,
9, 10, 11, 12, and 19 shall be amended onJune 29, 1987 (S62).

Current Articles of Incorporation
The amended provisions of Article 4(Method of public notice), Article 5(Total number of shares to be issued),
Article 6 (Per share amount of par value
stock), Article 7 (Number of sharesconstituting one unit of stock) and Article
8 (Share handling regulations), and theprovisions for the purchase of sharesconstituting less than one unit of stock in
Paragraph 3 of Article 9 (Transfer agent),
as well as the deletion of the current
provisions of Article 8 (Restriction onshare transfer) shall take effect on August
12 of Showa 62.
5. The provisions of Articles 6, 8, 9, 10, 11,23, and 24 shall be amended on June 27
of Heisei 3.
6. The provisions of Articles 9, 10, 11, 15,
16, 17, 18, and 19 shall be amended, theprovisions of Articles 22, 23, 24, 25, and26 shall be newly established, theprovisions of Articles 28 and 29 shall beamended and renumbered downward, andthe provisions of Articles 27, 30, and 31
shall be renumbered downward, on June
29 of Heisei 6.
7. The provisions of Articles 1 and 15 shallbe amended on June 29 of Heisei 7.
8. The provisions of Articles 1, 2, 5, 7, 8, 9,
10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21,
22, 24, 25, 26, 28, 30, and 31 shall beamended on October 1 of Heisei 8.
9. The provisions of Article 5 shall beamended and the provisions of Article 5-2
shall be newly established on June 29 of
Heisei 12.
10. The provisions of Article 5, Paragraph 2,
Article 6, and Article 30 shall be deleted,the provisions of Article 7 shall beamended and renumbered upward, theprovisions of Articles 7, 22, and 28 shallbe newly established, the provisions ofArticles 2, 8, 9, 10, 14, 16, 23, 28, and 29
shall be amended, and the provisions ofArticle 22 and subsequent articles shall be
renumbered downward, on June 27 of
Heisei 14.
11. The provisions of Articles 8, 9, and 25
shall be amended and the provisions ofArticle 13-2 shall be newly established onJune 27 of Heisei 15.
4.

-4-

Proposed amendments
The amended provisions of Article 4(Method of public notice), Article 5(Total number of shares to be issued),
Article 6 (Per share amount of par value
stock), Article 7 (Number of sharesconstituting one unit of stock) and Article
8 (Share handling regulations), and theprovisions for the purchase of sharesconstituting less than one unit of stock in
Paragraph 3 of Article 9 (Transfer agent),
as well as the deletion of the current
provisions of Article 8 (Restriction onshare transfer) shall take effect on August
12, 1987 (S62).
5. The provisions of Articles 6, 8, 9, 10, 11,23, and 24 shall be amended on June 27,
1991 (H3).
6. The provisions of Articles 9, 10, 11, 15,
16, 17, 18, and 19 shall be amended, theprovisions of Articles 22, 23, 24, 25, and26 shall be newly established, theprovisions of Articles 28 and 29 shall beamended and renumbered downward, andthe provisions of Articles 27, 30, and 31
shall be renumbered downward, on June29, 1994 (H6).
7. The provisions of Articles 1 and 15 shallbe amended on June 29, 1995 (H7).
8. The provisions of Articles 1, 2, 5, 7, 8, 9,
10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21,
22, 24, 25, 26, 28, 30, and 31 shall beamended on October 1, 1996 (H8).
9. The provisions of Article 5 shall beamended and the provisions of Article 5-2
shall be newly established on June 29,2000 (H12).
10. The provisions of Article 5, Paragraph 2,
Article 6, and Article 30 shall be deleted,the provisions of Article 7 shall beamended and renumbered upward, theprovisions of Articles 7, 22, and 28 shallbe newly established, the provisions ofArticles 2, 8, 9, 10, 14, 16, 23, 28, and 29
shall be amended, and the provisions ofArticle 22 and subsequent articles shall be
renumbered downward, on June 27, 2002
(H14).
11. The provisions of Articles 8, 9, and 25
shall be amended and the provisions ofArticle 13-2 shall be newly established onJune 27, 2003 (H15).
4.

Current Articles of Incorporation
12. The provisions of Article 3 shall beamended, the provisions of Article 6 shallbe newly established, the provisions ofArticles 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18, and 19 shall be renumbered
downward, and the provisions of Article
20 shall be deleted, on June 29 of Heisei
16.
13. The provisions of Article 2 shall beamended on June 27 of Heisei 17.
14. The provisions of Articles 4, 7, 10, 16, 25,
32-2, and 34 shall be newly establishedand the provisions of Articles 1, 2, 5, 6, 8,
9, 11, 12, 13, 14, 15, 17, 18, 20, 21, 22,
23, 24, 26, 28, 29, 30, 31, 33, 35, and 36
shall be amended on June 26 of Heisei 18.
The amendments to the provisions ofArticle 1 shall be enforced on July 1 ofHeisei 18.
15. The provisions of Article 2 shall beamended on June 25 of Heisei 19.
16. The provisions of Article 7 shall bedeleted, the provisions of Article 8 shallbe renumbered upward, the provisions ofArticle 9 shall be deleted, the provisionsof Article 10 shall be renumbered upward
and amended, the provisions of Article 11
shall be renumbered upward andamended, and the provisions of Article 12
and subsequent articles shall be
renumbered upward, on June 22 of Heisei
21.
17. The provisions of Articles 11, 12, 31, and33 shall be amended on June 24 of Heisei
25.
18. The provisions of Articles 2, 24, and 30
shall be amended on March 18 of Heisei
28.
(Newly established)-5-

Proposed amendments
12. The provisions of Article 3 shall beamended, the provisions of Article 6 shallbe newly established, the provisions ofArticles 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18, and 19 shall be renumbered
downward, and the provisions of Article
20 shall be deleted, on June 29, 2004
(H16).
13. The provisions of Article 2 shall beamended on June 27, 2005 (H17).
14. The provisions of Articles 4, 7, 10, 16, 25,
32-2, and 34 shall be newly establishedand the provisions of Articles 1, 2, 5, 6, 8,
9, 11, 12, 13, 14, 15, 17, 18, 20, 21, 22,
23, 24, 26, 28, 29, 30, 31, 33, 35, and 36
shall be amended on June 26, 2006 (H18).
The amendments to the provisions ofArticle 1 shall be enforced on July 1,
2006 (H18).
15. The provisions of Article 2 shall beamended on June 25, 2007 (H19).
16. The provisions of Article 7 shall bedeleted, the provisions of Article 8 shallbe renumbered upward, the provisions ofArticle 9 shall be deleted, the provisionsof Article 10 shall be renumbered upward
and amended, the provisions of Article 11
shall be renumbered upward andamended, and the provisions of Article 12
and subsequent articles shall be
renumbered upward, on June 22, 2009
(H21).
17. The provisions of Articles 11, 12, 31, and33 shall be amended on June 24, 2013
(H25).
18. The provisions of Articles 2, 24, and 30
shall be amended on March 18, 2016
(H28).
19. The provisions of Article 2 shall beamended on March 16, 2018 (H30).

Proposal 2:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, in order to strengthen a management system we increase 1 person and theelection 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

Attendance at theCurrent positions
Board of Directors
in the Company
meetings

1

Hiroshi Nozawa(Reappointment)

75

Chairman &Representative
Director

100%(16/16)

2

Satoyasu Sakashita(Reappointment)

56

President &Representative
Director

100%(16/16)

3

Yoshinobu
Takebayashi(Reappointment)

49

Director & Senior
Executive
Operating Officer100%(16/16)

4

Masaki Shibuya(Reappointment)

48

Director &Executive
Operating Officer

100%(13/13)

5

Tsuneo Futami(Reappointment)

Outside Independent75

Director

100%(16/16)

6

Shinichi Yuta

(Reappointment)

Outside Independent

69

Director

100%(16/16)

7

Yoshiharu Shiraishi(New candidate)

46

Executive
Operating Officer-

8Motohiro Harai(New candidate)

56

Executive
Operating Officer-

9

Seto Arai(New candidate)

51

Executive
Operating Officer-(Notes)1. The age given for the candidate for Director represents his full age as of the conclusion of this General Meeting of
Shareholders.
2. There are no special interests between any of the candidates for Director and the Company.
3. Attendance at the Board of Directors meetings by Mr. Masaki Shibuya is calculated based on the meetings held after heassumed office on March 17, 2017 only.
4. Mr. Tsuneo Futami and Mr. Shinichi Yuta 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.

-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

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 (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 and achievements.
His experience and knowledge will continue to be indispensable for the 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 experience andknowledge will continue to be indispensable for the management of the Company.
Therefore, we nominate him as a candidate for Director.

-7-

Number ofshares of theCompany held

1,545,330

9,500

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1993
June 2006

3

June 2008
June 2009
June 2009
Yoshinobu Takebayashi
April 2012
(March 1, 1969)
June 2013
April 2015
[Reappointment]

Joined the Company
Director of ET Business Department, System Development
Business Division
Director
Retired as Director
Operating Officer
Executive Operating Officer
Director & Executive Operating Officer
Director & Senior Executive Operating Officer (to the present)

Number ofshares of theCompany held

9,500

[Reasons for nomination]
Mr. Yoshinobu Takebayashi has a wealth of experience in the system integration
business, corporate planning, and sales. His experience and knowledge will continue

4

Masaki Shibuya(October 8, 1969)[Reappointment]

to be indispensable for the management of the Company. Therefore, we nominate him
as a candidate for Director.
April 1991
Joined the Company
October 2006
Deputy Director of System Development Business Division
October 2008
Deputy Director of Technology Division
April 2010
Operating Officer
April 2013
Executive Operating Officer
March 2017
Director & Executive Operating Officer (to the present)[Reasons for nomination]
Mr. Masaki Shibuya has promoted business as COO of Product Development after
serving in various business divisions. His experience and knowledge will be
indispensable for the management of the Company. Therefore, we nominate him as a
candidate for Director.

-8-

1,400

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
April 1967
December 1975

June 1997
June 1998
June 2000

June 2003
June 2005
Tsuneo Futami

November 2005

(February 16, 1943)

5

December 2005
[Reappointment][Outside Director][Independent Officer]

April 2007
April 2010
April 2011
June 2011
June 2012

Joined Tokyo Electric Power Company, Incorporated
Dispatched to Power Reactor Development Division, Atomic
Energy Bureau, Science and Technology Agency (present Ministryof Education, Culture, Sports, Science and Technology)
General Manager of Fukushima Daiichi Nuclear Power Station,
Tokyo Electric Power Company, Incorporated
Director and General Manager of Fukushima Daiichi Nuclear Power
Station, Tokyo Electric Power Company, Incorporated
Managing Director and General Manager of Plant Siting &Environment Division, Tokyo Electric Power Company,
Incorporated
Director, Central Research Institute of Electric Power Industry
Representative Director and Executive Vice President, The Japan
Utility Subway Company, Incorporated
Professor at Department of Management, Business BreakthroughGraduate School University (present Kenichi Ohmae Graduate
School of Business) (to the present)
Specially Designated Director, Japan Agency for Marine-Earth
Science and Technology
Visiting Professor at Graduate School of Engineering, Tokai
University
Professor at Faculty of Management, Business Breakthrough
University
Specially Designated Professor at Graduate School of Science andEngineering, Tokyo Institute of Technology
Director of the Company (to the present)
Auditor, Foundation for Laver Cultivation Promotion (to thepresent)[Reasons for nomination]
Mr. Tsuneo Futami has a wealth of experience and a wide range of knowledge as an
executive manager, 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.

-9-

Number ofshares of theCompany held

300

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
April 1973

April 1978
August 1992
April 1999
April 2000
April 2002
April 2004
April 2006
October 2011
April 2012

Shinichi Yuta

June 2012(March 28, 1948)

6[Reappointment][Outside Director][Independent Officer]

July 2012
March 2014
November 2014
December 2014

April 2015
June 2015

Research Associate at Department of Electrical Engineering,
Faculty of Engineering, Tokyo University of Agriculture andTechnology
Lecturer at Institute of Information Sciences and Electronics,
University of Tsukuba
Professor at Institute of Information Sciences and Electronics,
University of Tsukuba
Professor at Institute of Engineering Mechanics and Systems,
University of Tsukuba
Dean of College of Engineering Systems, University of Tsukuba
Chairman of Institute of Engineering Mechanics and Systems,
University of Tsukuba
Vice President and Executive Director, Professor at School of
Systems and Information Engineering, University of Tsukuba
Director of Tsukuba Industrial Liaison and Cooperative ResearchCenter, University of Tsukuba
Professor at Faculty of Engineering, Information and Systems,
University of Tsukuba
Professor Emeritus, University of Tsukuba
Specially Designated Professor at College of Engineering,
Shibaura Institute of Technology
Guest Researcher for Public Works Research Institute (currently
National Research and Development Agency Public Works
Research Institute) (to the present)
Advisor for the City of Tsukuba, Ibaraki Prefecture (to the present)
Director of the Company (to the present)
President, New Unmanned Construction Technology Research
Association (to the present)
Project Leader for New Energy and Industrial Technology
Development Organization (currently National Research andDevelopment Agency New Energy and Industrial Technology
Development Organization) (to the present)
Specially Designated Professor at SIT Research Laboratories,
Shibaura Institute of Technology (to the present)
President, New Technology Foundation (to the present)[Significant concurrent positions]
President, New Unmanned Construction Technology Research Association
President, New Technology Foundation[Reasons for nomination]
Mr. Shinichi Yuta has an objective perspective derived from his career outside ourindustry, and has acquired advanced academic knowledge in the field of information
sciences through his activities to promote leading-edge technologies. He has
appropriately supervised and advised the Company in its business operations by making
use of his viewpoint and knowledge 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

300

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
April 1992
December 2003
June 2006
April 2007
April 2010
Yoshiharu Shiraishi

7

April 2012
April 2015

(September 9, 1971)
April 2016
[New candidate]

Motohiro Harai

8(January 26, 1962)[New candidate]

Joined the Company
General Manager of Sales Department, IT Business Division
Deputy Director of System Integration Business Department, IT
Business Division
General Manager of System Integration Business Promotion
Department, IT Business Division
General Manager of Sales Unit, System Development BusinessGroup
Operating Officer & Deputy Director of Sales Division
Executive Operating Officer, Deputy Director of Sales Division, andDirector of Financial System Business Division
Executive Operating Officer, and Director of Financial System
Business Division (to the present)[Reasons for nomination]
Mr. Yoshiharu Shiraishi currently oversees the financial system business department
after serving in various business and sales divisions. He is leading the Company’s
initiatives for the fintech field.
Going forward, he is expected to contribute to the overall businesses of the Company
from a management standpoint utilizing a wealth of business experience. Therefore, we
nominate him as a new candidate for Director.
March 2004
Joined the Company
October 2007
Director of Regenerative Medicine Research & Business Division,
Solution Business Division
April 2012
Operating Officer, General Manager of Health Care Department,
Product Service Business Division, and Director of Regenerative
Medicine Research & Business Division
April 2013
Operating Officer, Deputy Director of Product Service Business
Division, and Director of Regenerative Medicine Research &Business Division
April 2016
Executive Operating Officer & Director of Regenerative Medicine
Research & Business Division
May 2016
Visiting Professor at Chiba University (to the present)
October 2017
Executive Operating Officer (to the present)
November 2017
Visiting Professor at Kochi Medical School (to the present)[Reasons for nomination]
Mr. Motohiro Harai is a leading person in the regenerative medicine field, has started up
the Company’s regenerative medicine division from scratch, and has been driving
business development for commercialization of regenerated cartilage created fromautologous cells for implant applications.
Going forward, he is expected to contribute to the overall management of the Company
and further expand the regenerative medicine business of the Company from amanagement perspective. Therefore, we nominate him as a new candidate for Director.

- 11 -

Number ofshares of theCompany held

1,100

1,200

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
October 2002
October 2007
April 2009
October 2012
April 20139

Seto Arai(January 9, 1967)[New candidate]

October 2015
April 2016

Joined the Company
Deputy Director of Industrial System Business Department, IT
Business Division
Director of Enterprise System Business Department, IT
Business Division
Deputy Director of Solution Business Division & General
Manager of Technology Support Department
Operating Officer, Deputy Director of Solution Business
Division, and General Manager of Technology Support
Department
Operating Officer, and Director of Solution Business Division
Executive Operating Officer, and Director of Solution
Business Division (to the present)

Number ofshares of theCompany held

400

[Reasons for nomination]
Mr. Seto Arai has a wealth of business experience in the system establishment field, a
core of the Company’ business. His experience and knowledge will be indispensable forthe management of the Company in its work to further expand the Company’s businessin the information service industry. Therefore, we nominate him as a new candidate for
Director.
(Notes)1. Figures for the “Number of shares of the Company held” are as of December 31, 2017.
2. There are no special interests between any of the candidates for Director and the Company.
3. Mr. Tsuneo Futami is currently an Outside Director of the Company and his term of office as Outside Director will
have been six (6) years and nine (9) months at the conclusion of this General Meeting of Shareholders.
4. Mr. Shinichi Yuta is currently an Outside Director of the Company and his term of office as Outside Director will havebeen four (4) years at the conclusion of this General Meeting of Shareholders.
5. The Company has entered into liability limitation agreements with Mr. Tsuneo Futami and Mr. Shinichi Yuta 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.
6. When the Company nominates the candidates for Director, the Management Conference, a body that includes Outside
Directors, deliberates on the nomination pursuant to the Standard for Personnel Affairs of Officers prior to theresolution of the Board of Directors.
7. The Company makes it a rule to nominate persons who can supervise and advise the Company from outside andimpartial perspectives and who have high-level insight and a wealth of knowledge and experience in their particularareas, in addition to following the standards for independence of independent officers set forth in the regulations of theTokyo Stock Exchange, as the standards for independence of an Outside Director.
8. Mr. Tsuneo Futami and Mr. Shinichi Yuta actively express their opinions from objective perspectives independent of
the management at the meetings of the Board of Directors and thereby contribute to the Company’s sustainable growthand enhancement of medium- to long-term sustainable growth corporate value.
9. Mr. Tsuneo Futami and Mr. Shinichi Yuta 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.
10. For details on the positions and responsibilities of the candidates for Director in the Company, please also see pages 27
through 30.

- 12 -

Proposal 3:

Granting of Retirement Benefits to Retiring Directors

We propose that retirement benefits be granted to Messrs. Koichi Toyota and Yukihiro Inohara upon theirretirement as Directors due to the expiration of their terms of office at the conclusion of this General
Meeting of Shareholders, to reward them of their services during their terms of office, within a certain
amount according to the standard provided by the Company.
We also propose that the decisions on the specific amount, time, and method for granting their retirement
benefits be entrusted to the Board of Directors.
The names and career summaries of the retiring Directors are as follows.
Name
Koichi Toyota
Yukihiro Inohara

March 2014
April 2015
March 2016
October 2017

Career summary
Director & Executive Operating Officer of the Company
Director & Senior Executive Operating Officer (to thepresent)
Director & Executive Operating Officer of the Company
Director (to the present)- 13 -