Note: This is an English translation of the original in Japanese. In the event of any discrepancies between
this translation and the Japanese original, the Japanese original shall prevail, and the Company is not
responsible for any loss arising from such discrepancies.

Securities Code: 8793
June 5, 2023
(Date of commencement of electronic provision measures: May 30, 2023)
To Our Shareholders:
Notice of the Convocation of the 53rd Ordinary General Meeting of Shareholders
Please be advised that the 53rd Ordinary General Meeting of Shareholders (the “Meeting”) of NEC
Capital Solutions Limited (the “Company,” together with its subsidiaries, the “Group”) will be held as
follows.
In convening this General Meeting of Shareholders, we have taken measures for providing
information in electronic format (the “electronic provision measures”). Matters subject to the electronic
provision measures have been posted on the following website as “Notice of the Convocation of the 53rd
Ordinary General Meeting of Shareholders.”
The Company’s website: https://www.necap.co.jp/english/ir/shareinfo/meeting.html
In addition to the above website, those matters have also been posted on the following website:
The Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
On the above website, please enter and search for the Company’s name or securities code, andthen select “Basic information” and “Documents for public inspection/PR information” in orderto review the information.
If you are not attending the Meeting in person, you may exercise your voting rights in writing or
through the Internet. Please review the Reference Documents for the General Meeting of Shareholders
included in the matters subject to the electronic provision measures, and exercise your voting rights by 4
p.m. on Friday, June 23, 2023.
The proceedings on the day of the Meeting will be available for viewing on the Company’s website
specified above at a later date.
Yours sincerely,
Masaaki Suganuma, President
NEC Capital Solutions Limited
15-3 Konan 2-chome, Minato-ku, Tokyo
1. Date and Time
2. Venue

Monday, June 26, 2023, from 10 a.m. (Doors open at 9:30 a.m.)
Large Hall A (5F, NIPPON LIFE HAMAMATSUCHO CREA TOWER),
Hamamatsucho Convention Hall
3-1 Hamamatsucho 2-chome, Minato-ku, Tokyo(No souvenirs to the shareholders present at the meeting are provided. Your
understanding would be greatly appreciated.)

3. Purpose
Matters to be reported: Business report, consolidated financial statements, non-consolidated
financial statements, and the results of auditing consolidated financial
statements by the Accounting Auditor and the Board of Company Auditors
for the 53rd term (from April 1, 2022, to March 31, 2023)-1-

Note: This is an English translation of the original in Japanese. In the event of any discrepancies between
this translation and the Japanese original, the Japanese original shall prevail, and the Company is not
responsible for any loss arising from such discrepancies.

Matters to be resolved:
Proposal 1 Election of Nine (9) Directors
Proposal 2 Election of Three (3) Company Auditors
Proposal 3 Partial Revision to Remuneration System for Granting Restricted Shares to
Directors-2-

4. Information for exercising voting rights(1) In case of exercising voting rights by postal mailPlease indicate either for or against the proposals on the Voting Rights Exercise Form and send the formby postal mail so that it is received by no later than 4 p.m. on Friday, June 23, 2023.
(2) In case of exercising voting rights through the Internet
Please cast a vote through the Internet by 4 p.m. on Friday, June 23, 2023.
URL: https://www.web54.net
Notes
1. Pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation of
the Company, the following matters subject to the electronic provision measures are not included in
the documents delivered to our shareholders who have requested delivery of documents. Therefore,
the documents are only part of the documents audited by the Board of Company Auditors and the
Accounting Auditors in preparing their Audit Report and Independent Auditor’s Report.
・ Notes to Consolidated Financial Statements
・ Notes to Non-consolidated Financial Statements
2. Any revisions to the matters subject to the electronic provision measures will be posted on the abovelisted websites.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of Nine (9) Directors
The terms of office for all nine (9) Directors will expire at the close of this Meeting. Accordingly, theCompany proposes that the following nine (9) candidates for Director be elected. In selecting thecandidates for Director, decisions are made by the Board of Directors after seeking advice from theElection and Compensation Committee, of which the majority of members are Independent Outside
Directors.
The candidates for Director are as follows:

No.

Name

GenderCurrent position andresponsibilities in the Company

Attendanceat meetingsof the Boardof Directors

1

Reappointment

Masaaki Suganuma

Male

Representative Director andPresident

100%(10/10)2

Reappointment

Masamitsu Kisaki

Male

Director,
Senior Executive Vice President

100%(10/10)3

Reappointment

Takashi Arai

Male

Director,
Senior Executive Officer

100%(14/14)

4

New appointment

Yuichi Tsukada

Male

Senior Executive Officer–

5

Reappointment

Male

Outside Director

92%(13/14)

FemaleOutside Director

100%(14/14)

FemaleOutside Director

100%(14/14)

Male

Outside Director

100%(14/14)

Takashi Nawa
OutsideIndependent Director

Takako Hagiwara
6

Reappointment

OutsideIndependent Director

Asako Yamagami
7

Reappointment

OutsideIndependent Director

8

Reappointment

9

New appointment

Satoshi Okubo
OutsideShigeki Fujita
Outside

Male

-4-

–

No.

Name
(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1987
Apr. 2008

Reappointment

1

Masaaki
Suganuma(June 28,
1963)

Reappointment

2

Masamitsu
Kisaki(May 1, 1963)

Joined NEC Corporation
Chief Manager, Services Solution Department,
Retail and Service Solution Division, NEC
Corporation.
Oct. 2009 Chief Manager, Retail, Service, and Transportation
Sales Division, NEC Corporation
Oct. 2010 Chief Manager, New Business Promotion Division,
NEC Corporation
July 2011 General Manager, New Business Promotion
Division, NEC Corporation
Apr. 2014 Executive Officer, NEC Corporation
Apr. 2022 Senior Officer of the Company
June 2022 Representative Director and President of theCompany (incumbent)(Reasons for selecting as the candidate for Director)
Mr. Masaaki Suganuma has been engaged in sales and new
business promotion for many years and has abundant experienceand deep insight as a corporate manager. He was appointed as
Director of the Company in 2022 and has been directing its
management as Representative Director and President. He is
expected to contribute to sustainable growth of the Group andenhancement of the Company’s corporate value over the mid- andlong-term, and we propose that Mr. Suganuma continue to beelected as Director.
Apr. 1986 Joined NEC Corporation
Apr. 2006 Chief Manager, Corporate Strategy Division, NEC
Corporation
Apr. 2007 Assistant General Manager, Corporate Strategy
Division, NEC Corporation
Apr. 2012 Assistant General Manager, Corporate Strategy
Division, NEC Corporation
Apr. 2014 General Manager, Corporate Strategy Division, NEC
Corporation
June 2014 Outside Company Auditor of the Company
June 2016 Resigned as Outside Company Auditor of theCompany
Apr. 2017 Director and Executive Officer, NEC Networks &System Integration Corporation
Jun. 2017 Executive Officer of NEC Networks & System
Integration Corporation
Apr. 2022 Executive Officer of the Company
June 2022 Director, Senior Executive Officer of the Company
Apr. 2023 Director, Senior Executive Vice President of theCompany (incumbent)(Reasons for selecting as the candidate for Director)
Mr. Masamitsu Kisaki has been engaged in corporate strategy formany years and has deep insight and abundant experience inoverall business management. He was appointed as Director of theCompany in 2022 and has served as Director, Senior Executive
Vice President since 2023. He is expected to contribute tosustainable growth of the Group and enhancement of theCompany’s corporate value over the mid- and long-term, and we
propose that Mr. Kisaki continue to be elected as Director.

NumberofCompany
shares
held

-5-

2,232
shares

1,052
sharesNo.

Name(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1988

Reappointment

3

Takashi Arai
(June 26,
1963)

Joined The Japan Development Bank (currently
Development Bank of Japan Inc.)
Mar. 2008 Deputy General Manager, New Business andTechnology Investment Group of Development
Bank of Japan Inc.
June 2009 Deputy General Manager, Corporate Investment
Group of Development Bank of Japan Inc.
June 2012 Deputy General Manager, Chugoku Branch ofDevelopment Bank of Japan Inc.
Apr. 2014 Specialist under the direction of Senior Executive
Officer of the Company and Executive Director of
RISA Partners, Inc.
Apr. 2016 Executive Officer of the Company and Executive
Director of RISA Partners, Inc.
Apr. 2017 Executive Officer of the Company and Executive
Director of RISA Partners, Inc.
June 2021 Director, Executive Officer of the Company
Apr. 2022 Director, Senior Executive Officer of the Company(incumbent)(Significant concurrent positions)Executive Director of RISA Partners, Inc.
Representative Director of OHANAPANA, Inc.
(Reasons for selecting as the candidate for Director)
Mr. Takashi Arai has abundant experience and deep insight infinance as well as extensive professional contacts in the financeindustry, having worked at a financial institution. He has served
as Executive Officer of the Company since 2016, was appointed
as Director of the Company in 2021, and since 2022, he hasserved as Director, Senior Executive Officer. He has fully
demonstrated his experience and expertise for the expansion andpromotion of the Group’s business, and we propose that Mr. Arai
continue to be elected as Director.

NumberofCompany
shares
held

-6-

2,712
sharesNo.

Name(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1989
Apr. 2010

New appointment

4

Yuichi
Tsukada(December
22, 1966)

Joined the Company
Department Manager of Business Management
Department, Business Strategy Division of theCompany
May 2011 Department Manager, Human Resources
Department of the Company
Apr. 2012 Department Manager, Corporate Strategy
Department and Department Manager, Human
Resources Department of the Company
Apr. 2016 Seconded to NEC Corporation (Manager, Business
Finance Department, Corporate Finance Division of
NEC Corporation )Apr. 2020 General Manager, Business Promotion Division of
the Company
Apr. 2022 Executive Officer of the Company
Apr. 2023 Senior Executive Officer of the Company(incumbent)(Reasons for selecting as the candidate for Director)
Mr. Yuichi Tsukada joined the Company in 1989 and has engaged
in corporate strategy and human resource services as well as leasefinancing sales. He has abundant experience and deep insight inoverall finance business strategies. He served as Executive
Officer of the Company in 2022 and has served as Senior
Executive Officer since 2023. He is expected to leverage his
experience and expertise for the expansion and promotion of theGroup’s business, and we propose that Mr. Tsukada be elected as
Director.

NumberofCompany
shares
held

-7-

1,300
sharesNo.

Name(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1980
Apr. 1991
June 2001
June 2010

Reappointment
Independent

5

Director

Takashi Nawa
(June 8, 1957)

Joined Mitsubishi Corporation
Joined McKinsey & Company, Inc.
Director of McKinsey & Company, Inc.
Professor of Graduate School of International
Corporate Strategy, Hitotsubashi University(currently Hitotsubashi University Business School,
School of International Corporate Strategy)(incumbent)
June 2011 Outside Director of the Company (incumbent)(Significant concurrent positions)Representative Director and President of Genesis Partners, Co.,Ltd.
Outside Director of Ajinomoto Co., Inc.
Outside Director of Sompo Holdings, Inc.
Professor, Kyoto University of Advanced Science Business School
Audit & Supervisory Board Member of The Asahi Shimbun
Company(Reasons for selecting as the candidate for Outside Director andoutline of expected role)
Mr. Takashi Nawa has served as Professor of Hitotsubashi
University Business School, School of International Corporate
Strategy and has deep insight and abundant experience in overall
corporate management, carrying out activities to ensure adequacy
and appropriateness of the decision-making of the Board of
Directors of the Company by, for example, expressing opinions
and asking questions from his objective standpoint as Outside
Director. We propose that Mr. Nawa be elected as Outside
Director, not only as we expect him to continue with suchactivities utilizing his insight and experience, but also by having
Mr. Nawa, an authority on CSV management, involve inmanagement, the Company may strongly promote its initiatives inachieving CSV management that solves societal issues through its
business. In addition, we plan to continue his appointment as amember of the Election and Compensation Committee after hiselection. His term of office as Outside Director will be twelve (12)years at the close of this General Meeting of Shareholders.

NumberofCompany
sharesheld-8-0 shares

No.

Name
(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1984

Reappointment
Independent
Director

6
TakakoHagiwara(March 12,
1961)

Joined Sony Corporation (currently Sony Group
Corporation)
Apr. 2002 General Manager, Network Service BusinessCompany Human Resources Department of Sony
Corporation
Apr. 2006 General Manager, Human Resources Development
Department of Sony Corporation
Feb. 2008 General Manager, Diversity Development
Department of Sony Corporation
Apr. 2014 Representative Director of Sony Kibou Corporationand Sony Hikari Corporation (currently Sony
Kibou/Hikari Corporation)
Apr. 2014 External Assessment Committee Member of the
National Women’s Education Center (incumbent)
Feb. 2015 Director and Chief Health Officer of Green House
Co., Ltd.
July 2020 Representative Director of DDD Co., Ltd.
(incumbent)
June 2021 Outside Director of the Company (incumbent)(Significant concurrent positions)
Outside Director of Twinbird Corporation
Outside Director of INABATA & Co., Ltd.
(Reasons for selecting as the candidate for Outside Director andoutline of expected role)
Ms. Takako Hagiwara has served as Representative Director andOutside Officer of other business corporations, and has abundant
experience as a corporate manager as well as deep insight inhuman resources and personnel development, carrying out
activities to ensure adequacy and appropriateness of the decisionmaking of the Board of Directors of the Company by, forexample, expressing opinions and asking questions from her
objective standpoint as Outside Director. We propose that Ms.
Hagiwara be elected as Outside Director as we expect her tocontinue with such activities utilizing her insight and experience.
In addition, we plan to continue her appointment as a member ofthe Election and Compensation Committee after her election. Her
term of office as Outside Director will be two (2) years at the closeof this General Meeting of Shareholders.

NumberofCompany
sharesheld-9-0 shares

No.

Name
(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1999

Reappointment
Independent
Director

7
Asako
Yamagami(January 1,
1970)

Registered as an attorney-at-law
Joined Taiyo Law Office (currently Paul Hastings,
LLP)
Oct. 2005 Seconded to The Walt Disney Company (Japan) Ltd.
May 2006 Joined IBM Japan, Ltd.
July 2012 Partner of Natori Law Office (currently ITNPartners) (incumbent)
Jan. 2016 Director, Office of International Affairs of Japan
Federation of Bar Associations
June 2021 Outside Director of the Company (incumbent)(Significant concurrent positions)
External Director, Audit and Supervisory Committee Member ofKagome Co., Ltd.
External Director, Audit and Supervisory Committee Member of
Nikon Corporation(Reasons for selecting as the candidate for Outside Director andoutline of expected role)
Ms. Asako Yamagami has expert knowledge and experience insubjects including corporate legal affairs, governance,international legal affairs and compliance as an attorney-at-law.
In addition, she is currently serving as an outside officer of otherbusiness corporations, and has been carrying out activities toensure adequacy and appropriateness of the decision-making of
the Board of Directors of the Company by, for example,
expressing opinions and asking questions from her objective
standpoint as Outside Director. We propose that Ms. Yamagami
be elected as Outside Director as we expect her to continue withsuch activities utilizing her insight and experience. In addition,
we plan to continue her appointment as a member of the Election
and Compensation Committee after her election. Her term ofoffice as Outside Director will be two (2) years at the close of this
General Meeting of Shareholders.

NumberofCompany
sharesheld- 10 -

0 shares

No.

Name
(Date of birth)

Reappointment

8

SatoshiOkubo(January 7,
1969)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions

NumberofCompany
sharesheldMar. 2005 Joined NEC Corporation
Apr. 2013 Senior Manager of Affiliated Company Division,
Corporate Strategy Division, NEC Corporation
Apr. 2014 Project Director of Corporate Alliance Division,
Corporate Strategy Division, NEC Corporation
Apr. 2017 Project Director of Corporate Alliance Headquarters
Division, NEC Corporation
Apr. 2018 Assistant General Manager of Corporate Strategy
Division and General Manager of AffiliatedCompany Division, Corporate Strategy Division,
NEC Corporation
June 2018 Outside Company Auditor of the Company
June 2020 Outside Director of the Company (incumbent)
Apr. 2022 Senior Professional of Corporate Strategy
Department, Corporate Strategy Division, andManager of Affiliated Company Group, NEC
Corporation
Apr. 2023 Manager of Strategy & Business Intelligent ProjectGroup, Corporate Business Development Division,
NEC Corporation (incumbent)(Significant concurrent positions)
Director of NEC Facilities, Ltd.
Company Auditor of NEC Nexsolutions, Ltd.
Company Auditor of NEC Fielding, Ltd.
(Reasons for selecting as the candidate for Outside Director andoutline of expected role)
Mr. Satoshi Okubo was long engaged in the corporate planning
division of NEC Corporation and has deep insight and abundant
experience in overall corporate management. He has been
carrying out activities to ensure adequacy and appropriateness ofthe decision-making of the Board of Directors of the Company
by, for example, expressing opinions from his objective
standpoint as Outside Director. We propose that Mr. Okubo beelected as Outside Director as we expect him to continue withsuch activities utilizing his insight and experience. His term ofoffice as Outside Director will be three (3) years at the close ofthis General Meeting of Shareholders.

0 shares- 11 -

No.

Name(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1993
July 2016

New appointment

9

Shigeki Fujita(December
10, 1970)

Joined NEC Corporation
Department Manager of System Devices Division,
NEC Corporation
Apr. 2017 Assistant General Manager of System Devices
Division, NEC Corporation
Apr. 2020 General Manager of System Devices Division, NEC
Corporation
Apr. 2022 Managing Director of System Platform Division,
NEC Corporation
Apr. 2023 General Manager of Public Solutions Planning
Department (incumbent)(Reasons for selecting as the candidate for Outside Director andoutline of expected role)
Mr. Shigeki Fujita was long engaged in the computer and otherbusinesses at NEC Corporation and has abundant experience anddeep insight in ICT. Since 2023, he has served in the planning
management department of NEC Corporation and engaged in thecorporate management area. We propose that Mr. Fujita be elected
as Outside Director as we expect him to carry out activities
leveraging his experience and knowledge, in addition to activities
to ensure adequacy and appropriateness of the decision-making of
the Board of Directors of the Company from his objective
standpoint as Outside Director.

NumberofCompany
sharesheld

0 sharesNotes
1. There are no special interests between the candidates and the Company.
2. Mr. Takashi Nawa, Ms. Takako Hagiwara, Ms. Asako Yamagami, Mr. Satoshi Okubo and Mr. Shigeki
Fujita are candidates for Outside Director.
3. Special mentions regarding the candidates for Outside Director are as follows.
(1) Independence of the candidates for Outside Director
1) Mr. Takashi Nawa, Ms. Takako Hagiwara and Ms. Asako Yamagami have never served as
Executives or Officers of the Company or its subsidiaries. Besides, they have never served
as Executives or Officers of the Company’s specified related parties for the past ten (10)years.
2) Mr. Satoshi Okubo and Mr. Shigeki Fujita are employees of NEC Corporation, theCompany’s specified related party.
3) The Outside Director candidates do not plan to receive a substantial amount of money orother asset (except remunerations as a Director or an employee) from the Company nor its
specified related parties. None of the Outside Director candidates has received such for the
past two (2) years.

- 12 -

4)

The Outside Director candidates are not the spouse, blood relatives within the third degreeof kinship or any equivalent person of any Executive or any Officer of the Company or its
specified related party.
(2) Facts pertaining to the occurrence of the improper execution of duties while in office, measures
performed to prevent them and ways to deal with after their occurrence
There are no facts pertaining to any improper execution of duties while Mr. Takashi Nawa, Ms.
Takako Hagiwara, Ms. Asako Yamagami, and Mr. Satoshi Okubo were in office.
4. Agreements limiting liability with Outside Directors
In an attempt to enable Outside Directors (excluding those who are Executive Directors, etc. underParagraph 1, Article 427 of the Companies Act) to fully perform their expected roles, the Company
specifies in the current Articles of Incorporation that it can enter into agreements with Outside
Directors to limit their liability for damages to a certain amount. Accordingly, if the reelection of Mr.
Takashi Nawa, Ms. Takako Hagiwara, Ms. Asako Yamagami, and Mr. Satoshi Okubo is approved, theCompany plans to continue said agreements with each of them. If the election of Mr. Shigeki Fujita isapproved, the Company plans to enter into said agreement with him.
An outline of the agreement is as follows.
・ In the event the Company suffers damages as a result of negligence of the Director in theperformance of duties, the amount of liability shall be the minimum amount stipulated in Paragraph
1, Article 427, and Paragraph 1, Article 425, of the Companies Act.
・ Limited liability stipulated above shall be applied only in the case the Director acts in good faithand is not grossly negligent in the performance of duties.
5. Directors and officers liability insurance agreement
The Company has concluded a directors and officers liability insurance agreement with an insurancecompany, naming the Directors, Company Auditors and Executive Officers of the Company and its
subsidiaries (subsidiaries under the Companies Act and corporations that were subsidiaries) as theinsured. The insurance will compensate for damages including compensation for damages and legal
expenses, etc. to be borne by the insured, in case a claim for damages is made as a result of acts
(including failure to act) committed by the insured as an officer, etc. of the Company. The Company
plans to continue and renew the said agreement. If the reelection or election of each candidate isapproved, each candidate will become the insured under the agreement. The insurance premiums are
fully paid by the Company.
6. Pursuant to the applicable rules of Tokyo Stock Exchange, Inc., the Company has filed a notification
to appoint Mr. Takashi Nawa, Ms. Takako Hagiwara and Ms. Asako Yamagami as Independent
Directors and they will remain as Independent Directors if their reelection is approved.

- 13 -

Management Structure after the Approval of Proposal 1 <Reference>
Under its Group Vision “Be a Solution Company leading the next-generation circular economy,” theCompany aims to achieve, through innovation of capital solutions, a virtuous circle of environment andcorporate growth as well as a “next-generation circulatory society” by solving diversifying issues ofcustomers and society.
Based on the management strategy designed to achieve this, the Company identifies the skills required for
the Board of Directors and selects Directors with an optimal balance of knowledge, experience and skills.
Knowledge, experience, abilities
Corporate
Gender management

Name
Masaaki
Suganuma
Masamitsu
KisakiTakashiArai
Yuichi
TsukadaTakashiNawa

OutsideOutsideIndependent

Male

〇

〇

Male

〇

〇

〇

Male

〇

〇

Male

〇

〇

Legal affairs,riskmanagement

Human
resources
strategy

Financialindustry

ICT

Global

〇
〇

〇
〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Female

〇

〇

〇

〇

〇

〇

Businessdevelopment〇〇

OutsideAsako
FemaleYamagami Independent

SatoshiOkubo
ShigekiFujitaFinance,accounting

Male

Independent

TakakoHagiwara

CSV, ESG〇〇

Outside

Male

〇

〇

Outside

Male

〇

〇

Details of the skills are defined as follows:
Skill

Definition, supplementary information

1)

Corporate
management

Knowledge, experience, and ability related to management strategy planning, business
operation accountable for profitability, and the development of a management foundation
Knowledge, experience and ability regarding management from the perspective of ESG andsustainability through promotion of CSV management

2)

CSV, ESG

3)

Finance, accounting

4)

Legal affairs, risk
management

5)

Human resources
strategy

Knowledge, experience, and ability regarding compliance with laws and regulations, ensuringcorporate ethics, fair corporate activities, maintaining and enhancing corporate value, andinternal control
Knowledge, experience, and ability regarding securing, nurturing, and utilizing diverse humanresources

6)

Financial industry

Knowledge, experience, and ability regarding leasing and financing

7)

ICT

Knowledge, experience, and ability regarding ICT business

8)

GlobalKnowledge, experience, and ability regarding global business

9)

Business development Knowledge, experience, and ability regarding development of new businesses

Knowledge, experience, and ability regarding finance and accounting

The Election and Compensation Committee is scheduled to be comprised of five (5) members, namely,
Mr. Masaaki Suganuma (Director), Mr. Masamitsu Kisaki (Director), Mr. Takashi Nawa (Independent
Outside Director), Ms. Takako Hagiwara (Independent Outside Director) and Ms. Asako Yamagami(Independent Outside Director).
- 14 -

Proposal 2: Election of Three (3) Company Auditors
At the close of this General Meeting of Shareholders, the term of office of Company Auditor Toshiya Nihei
will expire, and Company Auditors Wataru Otoda and Takashi Nanji will resign from office. Accordingly,
the Company proposes that three (3) Company Auditors be elected.
The Board of Company Auditors has already approved this proposal.
The candidates for Company Auditor are as follows:No.

Brief personal profile, positionand significant concurrent positions

NumberofCompany
sharesheld

Joined NEC Corporation
General Manager of Management Office, Corporate
Controller Division, NEC Corporation
Nov. 2014 Seconded to NEC Management Partner, Ltd.
(General Manager, Accounting and Finance Service
Division)
Oct. 2016 Seconded to NEC Europe Ltd. (CFO)Oct. 2020 Senior Chief, Global Finance Division of NEC
Corporation
May 2021 General Manager, Accounting and Finance Service
Division, NEC Management Partner, Ltd.
Apr. 2023 Executive Expert, Accounting and Finance Service
Division, NEC Management Partner, Ltd.
(incumbent)(Reasons for selecting as the candidate for Outside Company
Auditor)Mr. Hiroshi Komazaki was long engaged in the accounting
department at NEC Corporation and other companies and has deep
insight in global business as well as high-level of expertise infinance and accounting. We propose that Mr. Komazaki be elected
as Outside Company Auditor (full-time) as we have determinedthat he will conduct audit leveraging his experience and expertisefrom a professional standpoint.

0 shares

Name(Date of birth)
Apr. 1987
Apr. 2014

New appointment

1

HiroshiKomazaki(June 13,1963)

- 15 -

No.

Name(Date of birth)

Brief personal profile, positionand significant concurrent positions
Apr. 1988

New appointment

2

Tatsuya
Oyama(March 13,
1965)

New appointment

3

Shigetoshi
Yokomizo(April 14,
1973)

Joined the Long-Term Credit Bank of Japan, Limited(currently SBI Shinsei Bank, Limited)
May 1999 Joined Tokyo-Mitsubishi Securities Co., Ltd.
(currently Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd.)
Dec. 2011 Joined FAST RETAILING CO., LTD. (General
Manager, Finance Department, Corporate
Management & Control)
Sept. 2019 Joined NEC Corporation (General Manager,
Corporate Finance and IR Division)
Apr. 2022 General Manager, Corporate Controller Department,
Accounting & Finance Division, NEC Corporation(incumbent)(Reasons for selecting as the candidate for Outside Company
Auditor)Mr. Tatsuya Oyama has abundant experience and deep insight infinance as a person from financial institutions. Since 2019, he has
been engaged in the Corporate Controller Department at NEC
Corporation and has expertise in finance and accounting. We
propose that Mr. Oyama be elected as Outside Company Auditor
as we have determined that he will conduct audit leveraging his
experience and expertise from a professional standpoint.
Apr. 1997 Joined NEC Corporation
Apr. 2019 Senior Expert, CCC Improvement Office, Corporate
Finance and IR Division, NEC Corporation
Apr. 2022 Chief, ROIC Management Promotion Group, CFO
Office, Accounting & Finance Division, NEC
Corporation
May 2022 Senior Professional, Enterprise Business Planning
Department, Enterprise Business Unit, NEC
Corporation
Apr. 2023 Senior Manager, IT Service Solution FP&A Group,
IT Service FP&A Department, Accounting &Finance Division, NEC Corporation (incumbent)(Reasons for selecting as the candidate for Outside Company
Auditor)Mr. Shigetoshi Yokomizo was long engaged in the accounting
department at NEC Corporation, and has expertise in finance andaccounting. We propose that Mr. Yokomizo be elected as Outside
Company Auditor as we have determined that he will conduct
audit leveraging his experience and expertise from a professional
standpoint.

NumberofCompany
sharesheld

0 shares0 sharesNotes
1. There are no special interests between the candidates and the Company.
2. Mr. Hiroshi Komazaki, Mr. Tatsuya Oyama and Mr. Shigetoshi Yokomizo are candidates for Outside
Company Auditor.

- 16 -

3. Special mentions regarding the candidates for Outside Company Auditor are as follows.
(1) Mr. Hiroshi Komazaki, Mr. Tatsuya Oyama and Mr. Shigetoshi Yokomizo do not plan to receivea substantial amount of money or other asset (except remunerations as a Company Auditor or an
employee) from the Company nor its specified related parties. None of the Outside Company
Auditor candidates has received such for the past two (2) years.
(2) None of them is the spouse, blood relatives within the third degree of kinship or any equivalent
person of any Executive or any Officer of the Company or its specified related party.
(3) Mr. Tatsuya Oyama and Mr. Shigetoshi Yokomizo are employees of NEC Corporation, theCompany’s specified related party. Mr. Hiroshi Komazaki has been an employee of NEC
Corporation, the Company’s specified related party within the past ten (10) years.
4. Agreements limiting liability with Company Auditors
In an attempt to enable Company Auditors to fully perform their expected roles, the Company specifies
in the current Articles of Incorporation that it can enter into agreements with Company Auditors tolimit their liability for damages to a certain amount. Accordingly, if the election of Mr. Tatsuya Oyama
and Mr. Shigetoshi Yokomizo is approved, the Company plans to enter into said agreements with eachof them. The Company does not plan to enter into said agreement with Mr. Hiroshi Komazaki, fulltime Company Auditor.
An outline of the agreement is as follows.
・ In the event the Company suffers damages as a result of negligence of the Company Auditor in theperformance of duties, the amount of liability shall be the minimum amount stipulated in Paragraph
1, Article 427, and Paragraph 1, Article 425, of the Companies Act.
・ Limited liability stipulated above shall be applied only in the case the Company Auditor acts ingood faith and is not grossly negligent in the performance of duties.
5. Directors and officers liability insurance agreement
The Company has concluded a directors and officers liability insurance agreement with an insurancecompany, naming the Directors, Company Auditors and Executive Officers of the Company and its
subsidiaries (subsidiaries under the Companies Act and corporations that were subsidiaries) as theinsured. The insurance will compensate for damages including compensation for damages and legal
expenses, etc. to be borne by the insured, in case a claim for damages is made as a result of acts
(including failure to act) committed by the insured as an officer, etc. of the Company. The Company
plans to continue and renew the said agreement. If the election of each candidate is approved, eachcandidate will become the insured under the agreement. The insurance premiums are fully paid by theCompany.

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Proposal 3: Partial Revision to Remuneration System for Granting Restricted Shares to Directors
The Company has been approved at the 51st Ordinary General Meeting of Shareholders held on June 29,
2021 that it would provide restricted shares to Directors of the Company (excluding Outside Directors;
hereinafter the “Eligible Directors”) within the existing limit of remuneration and up to 21,000 shares and¥31 million per year, for the purpose of providing incentives for the Eligible Directors to aim for sustained
enhancement of the Company’s corporate value and further promoting the sharing of value with its
shareholders.
The Company now proposes, for the purpose of granting restricted shares more flexibly and smoothly andso further promoting the sharing of value with its shareholders, to revise the restricted shares remuneration
plan to enable Eligible Directors to receive the Company’s common stock by way of not only disposal oftreasury shares, but also issuance of new shares.
If this proposal is approved as originally proposed, no amendment will be made to the limit of
remuneration to grant restricted shares, the total number of shares of the Company’s common stock to beissued or disposed of for Eligible Directors, and the principles concerning the paid-in amount per share in
exchange for the restricted shares granted.
If Proposal 1 is approved as originally proposed, the number of Directors will be nine (9), including five(5) Outside Directors.
In addition, for issuing or disposing of the Company’s common stock under this plan, the Company shallenter into a restricted share allotment agreement whose outline is as described below (hereinafter the“Allotment Agreement”) with each Eligible Director.
(1) An Eligible Director shall not transfer, create a security interest on, or otherwise dispose of (hereinafter
the “Transfer Restriction”) the Company’s common stock allotted in accordance with the Allotment
Agreement (hereinafter the “Allotted Shares”) from the date of allotment of the restricted shares tothe day on which the Eligible Director loses the position of the Company’s Director (hereinafter the“Transfer Restriction Period”).
(2) If an Eligible Director loses the position of Director before the expiry of a period separately specified
by the Company’s Board of Directors (hereinafter the “Service Provision Period”), the Company
shall lift the Transfer Restriction on a number of Allotted Shares calculated according to the period
until the loss of the position, and rightfully acquire without consideration the Allotted Shares whose
Transfer Restriction has not been lifted.
(3) The Company shall, on the condition that the Eligible Director has continuously remained in theposition of Director throughout the Service Provision Period, lift the Transfer Restriction on all of the
Allotted Shares upon the expiry of the Transfer Restriction Period.
(4) Notwithstanding the provisions of above (1), if a merger agreement in which the Company becomesa non-surviving company or another organizational restructuring, etc. is to be carried out during theTransfer Restriction Period, the Company may, by a resolution of the Company’s Board of Directors,- 18 -

lift the Transfer Restriction on a reasonably determined number of Allotted Shares prior to theeffective date of such organizational restructuring, etc.
(5) In the case provided for in above (4), the Company shall rightfully acquire without consideration the
Allotted Shares for which the Transfer Restriction has not been lifted at the time immediately after
the lifting of the Transfer Restriction in accordance with the provisions of above (4).
(6) Other matters regarding the Allotment Agreement shall be determined by the Company’s Board of
Directors.

The Company has revised its basic policy pertaining to the details of individual remuneration, etc. for
Directors at the meeting of the Board of Directors held on May 22, 2023. Granting of Allotted Sharesbased on this proposal is in line with the said policy, and the Company does not intend to revise the said
policy even if this proposal is approved. Furthermore, the monetary amount calculated by assessing thevalue of Allotted Shares using their fair value as of the resolution of the Board of Directors in relation to
the allotment will be within the abovementioned limit of annual amount, and the dilution rate will beminimal. Accordingly, the Company has judged that the granting of Allotted Shares is appropriate.

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