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 7, 2022
To Our Shareholders:
Notice of the Convocation of the 52nd Ordinary General Meeting of Shareholders
Please be advised that the 52nd 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.
With regard to the Meeting, we request shareholders to exercise their voting rights in advance either
via postal mail or via Internet as much as possible, and to refrain from attending the Meeting in person
regardless of their physical conditions, from the perspective of preventing the spread of COVID-19.
Please review the attached Reference Documents for the General Meeting of Shareholders andfollow the procedures indicated as “4. Information for exercising voting rights” on the next page toexercise your voting rights by 4 p.m. on Monday, June 27, 2022.
The proceedings on the day of the Meeting will be available for viewing on the Company’s website(https://www.necap.co.jp/) at a later date.
Yours sincerely,
Tomoo Imazeki, President
NEC Capital Solutions Limited
15-3 Konan 2-chome, Minato-ku, Tokyo
1. Date and Time

Tuesday, June 28, 2022, from 10 a.m. (Doors open at 9:30 a.m.)

2. Venue

Large Hall B (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 52nd term (from April 1, 2021, to March 31, 2022)
Matters to be resolved:
Proposal 1

Partial Amendments to the Articles of Incorporation

Proposal 2

Election of Nine (9) Directors

Proposal 3

Election of One (1) Company Auditor-1-

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 Monday, June 27, 2022.
(2) In case of exercising voting rights through the Internet
Please cast a vote through the Internet by 4 p.m. on Monday, June 27, 2022.
URL: https://www.web54.net
Notes
1. Depending on the status of the COVID-19 outbreak and announcements released by the governments
and others by the day of the Meeting, we may change the time, date or venue of the Meeting. Pleasecheck updated information on the Company’s website (https://www.necap.co.jp/).
2. If you attend the Meeting in person, please submit the Voting Rights Exercise Form to the reception
desk of the Meeting. To save paper resources, please bring these documents (the Notice of theConvocation of the 52nd Ordinary General Meeting of Shareholders and the Reference Documents for
the General Meeting of Shareholders) with you to the Meeting.
If you cannot attend the Meeting, you can delegate the exercise of your voting rights to anothershareholder of the Company, as a proxy, who also has voting rights. In this case, you are requested tosubmit a written power of attorney to the Company before the Meeting.
3. Of the documents to be provided to shareholders together with this Notice of the Convocation, Notes
to the Consolidated Financial Statements and Notes to the Non-Consolidated Financial Statements are
not included in the attachment to this notice because they are posted on the Company’s website(https://www.necap.co.jp/) pursuant to the applicable laws and regulations and the provisions ofArticle 15 of the Articles of Incorporation of the Company. Accordingly, the attachment to this Notice
constitutes part of the Consolidated Financial Statements and the Non-Consolidated Financial
Statements audited by the Accounting Auditor to prepare its accounting audit report and by the Boardof Company Auditors to prepare its audit report.
4. Any revisions to the Reference Documents for the General Meeting of Shareholders, business report,
consolidated financial statements and non-consolidated financial statements (including notes toconsolidated financial statements and notes to non-consolidated financial statements) made by theprior day to the Meeting will be sent by mail or posted on the Company’s website(https://www.necap.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1: Partial Amendments to the Articles of Incorporation
1. Reasons for proposal
Following the amendment to the Companies Act, which allows electronic provision of materials forgeneral meetings of shareholders, it will become mandatory for issuers of book-entry transfer shares (listedcompanies) to amend their Articles of Incorporation to include stipulations on providing information
contained in the reference materials for the general meetings of shareholders, etc. electronically from
September 1, 2022, when the Act Partially Amending the Companies Act will come into effect.
Consequently, the Articles of Incorporation of the Company shall be amended as follows.
(1)
The proposed Article 15, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(2)
The proposed Article 15, Paragraph 2 establishes a provision to limit the scope of matters to be
included in the paper copy to be sent to shareholders who have requested it.
(3)
The provisions related to the Internet disclosure and deemed provision of the reference materials
for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4)
In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined)
Current Articles of Incorporation(Internet Disclosure of Reference Materials for
the General Meeting of Shareholders, Etc.)
Article 15 The Company may, whenconvening a general meeting ofshareholders, deem that it has provided
information to shareholders pertaining tomatters to be described or indicated in thereference materials for the general meetingof shareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theInternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.

<Newly established>

Proposed Amendments<Deleted>(Measures for Electronic Provision of Information,
Etc.)
Article 15 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference materials
for the general meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in the
Ordinance of the Ministry of Justice in the paper
copy to be sent to shareholders who haverequested it by the record date for vesting voting
rights.
-3-Current Articles of Incorporation<Newly established>

Proposed Amendments[Supplementary Provisions]
1. The deletion of Article 15 (Internet Disclosureof Reference Materials for the General Meetingof Shareholders, Etc.) of the Articles ofIncorporation before amendment and the new
establishment of Article 15 (Measures forElectronic Provision of Information, Etc.) after
amendment shall come into effect on September
1, 2022”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 (Internet Disclosure ofReference Materials for the General Meeting of
Shareholders, Etc.) of the Articles ofIncorporation before amendment shall remain inforce with respect to a general meeting ofshareholders held by February 28, 2023.
3. These supplementary provisions shall be deleted
after March 1, 2023 or the lapse of three (3)months from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

-4-

Proposal 2: 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

New appointment

Masaaki Suganuma

Male

Senior Officer

2

Reappointment

Katsunori Nagai

Male

Representative Director,
Senior Executive Officer

100%(14/14)

3

Reappointment

Takashi Arai

Male

Director,
Senior Executive Officer100%(11/11)

4

New appointment

Masamitsu Kisaki

Male

Executive Officer–

5

Reappointment

Male

Outside Director

85%(12/14)

6

Reappointment

FemaleOutside Director

100%(11/11)

7

Reappointment

FemaleOutside Director

100%(11/11)

8

Reappointment

Male

Outside Director

100%(14/14)

9

Reappointment

Male

Outside Director

100%(14/14)

Takashi Nawa
OutsideIndependent Director

Takako Hagiwara
OutsideIndependent Director

Asako Yamagami
OutsideIndependent Director

Satoshi Okubo
OutsideTakanori Nagai
Outside

-5-

－

No.

Name
(Date of birth)

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

New appointment

1

Masaaki
Suganuma(June 28,
1963)

Reappointment

2

Katsunori
Nagai(May 28,
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 (incumbent)(Reasons for selecting as the candidate for Director)
Mr. Masaaki Suganuma has been engaged in sales and new
business promotion at NEC Corporation for many years, serving
as an Executive Officer of NEC Corporation since 2014, and hasabundant experience and deep insight as a corporate manager. 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 be elected as
Director.
Apr. 1986 Joined NEC Corporation
Apr. 2015 General Manager of Kyushu Branch Division, NEC
Corporation
Apr. 2017 General Manager of Kansai Branch Division, NEC
Corporation
Apr. 2019 Executive Specialist under the direction of
Director, Senior Executive Officer of the Company
Apr. 2020 Senior Executive Officer of the Company
June 2020 Representative Director, Senior Executive Officer of
the Company (incumbent)(Reasons for selecting as the candidate for Director)
Mr. Katsunori Nagai has abundant experience and deep insight inoverall sales and corporate management. He assumed the officeof Director of the Company in 2020 and is currently serving as
Representative Director and Senior Executive Officer. He has
fully demonstrated his experience and expertise for the
expansion and promotion of the Group’s business by leading thesales department, and we propose that Mr. Nagai continue to beelected as Director.

NumberofCompany
sharesheld-6-

0 shares

2,045
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
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.
(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 and was
appointed as Director of the Company in 2021. 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

-7-

1,296
sharesNo.

Name(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1986
Apr. 2006

New appointment

4

Masamitsu
Kisaki(May 1, 1963)

Joined NEC Corporation
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 (incumbent)(Reasons for selecting as the candidate for Director)
Mr. Masamitsu Kisaki has abundant experience and deep insightin the reinforcement of business management in addition to
being responsible for corporate strategy as General Manager ofCorporate Strategy Division at NEC Corporation and as
Executive Officer at NEC Networks & System Integration
Corporation for many years. We propose that Mr. Kisaki beelected as Director as we expect him to utilize his experienceand expertise for the reinforcement of business management
system at the Group.

NumberofCompany
sharesheld-8-0 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

5

Independent
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(incumbent)
June 2011 Outside Director of the Company (incumbent)(Significant concurrent positions)Representative Director and President of Genesis Partners, Co.,Ltd.
Outside Director of FAST RETAILING CO., LTD.
Outside Director of Ajinomoto Co., Inc.
Outside Director of Sompo Holdings, Inc.
Professor, Kyoto University of Advanced Science Business School(Reasons for selecting as the candidate for Outside Director andoutline of expected role)
Mr. Takashi Nawa has served as Professor of Graduate School ofInternational Corporate Strategy at Hitotsubashi University andhas deep insight and abundant experience in overall corporate
management, carrying out activities to ensure adequacy andappropriateness of the decision-making of the Board of Directorsof 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 such activities utilizing his insightand experience, but also by having Mr. Nawa, an authority on
CSV management, involve in management, the Company may
strongly promote its initiatives in achieving CSV managementthat solves societal issues through its business. In addition, weplan to continue his appointment as a member of the Election andCompensation Committee after his election. His term of office as
Outside Director will be eleven (11) years at the close of 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. 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/Hikari
Corporation (specialized subsidiary company)
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 one (1) year at the closeof this General Meeting of Shareholders

NumberofCompany
sharesheld- 10 -

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 one (1) year at the close of this
General Meeting of Shareholders.

NumberofCompany
sharesheld- 11 -

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 (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 two (2) years at the close ofthis General Meeting of Shareholders.

0 shares- 12 -

No.

Name(Date of birth)

Brief personal profile, position, responsibilities in the Company
and significant concurrent positions
Apr. 1993
Apr. 2015

Reappointment

9

Takanori
Nagai(September
17, 1970)

Joined NEC Corporation
Assistant General Manager of Enterprise Business
Planning Division, NEC Corporation
Apr. 2016 Assistant General Manager of Sales Planning
Division, NEC Corporation
Apr. 2017 Assistant General Manager of Public Solutions
Business Planning Division, NEC Corporation
Apr. 2019 General Manager of Public Solutions Business
Planning Division, NEC Corporation
June 2020 Outside Director of the Company (incumbent)
Apr. 2022 General Manager, Public Solutions Business Support
Division, NEC Corporation (incumbent)(Significant concurrent positions)
Director of NEC VALWAY, Ltd.

NumberofCompany
sharesheld

0 shares(Reasons for selecting as the candidate for Outside Director andoutline of expected role)
As General Manager of Public Solutions Business Support
Division of NEC Corporation, Mr. Takanori Nagai has deep
insight and abundant experience in overall corporate
management. He has been carrying out activities to ensure
adequacy and appropriateness of the decision-making of theBoard of Directors of the Company by, for example, expressing
opinions from his objective standpoint as Outside Director. We
propose that Mr. Nagai be elected as Outside Director as we
expect him to continue with such activities utilizing his insightand experience. His term of office as Outside Director will be
two (2) years at the close of this General Meeting of
Shareholders.

Notes
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. Takanori
Nagai 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. Takanori Nagai 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.

- 13 -

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, Mr. Satoshi Okubo and Mr. Takanori Nagai 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, Mr. Satoshi Okubo and Mr. Takanori
Nagai is approved, the Company plans to continue said agreements with each of them.
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 each candidate is reelected or newly elected, eachcandidate will become the insured under the agreement. The insurance premiums are fully paid by theCompany.
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.
4)

Independence Standards
In selecting the candidates for Independent Outside Director, the Company selects candidates
primarily based on the independence standards stipulated by Tokyo Stock Exchange, Inc., in addition
to the requirements for independence as stipulated by applicable laws and regulations.

- 14 -

Management Structure after the Approval of Proposal 2 <Reference>
Under its Group Vision “To be a global solution service company that aims to enhance social value withcustomers,” the Company aims to achieve CSV management that solves societal issues through its
business by providing services that combine the three strengths of the Group, namely, “Broad range offinancial solutions,” “Strategic partnership with NEC,” and “Wealth of ICT knowledge.”
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

Name

Gender management

Masaaki
Suganuma
Katsunori
Nagai

Male

〇

〇

Male

〇

〇

TakashiArai

Male

Masamitsu
KisakiMale

Independent

Human
resources
strategy

Financialindustry

〇

〇

〇

〇

Male

〇

〇

Female〇〇OutsideAsako
FemaleYamagami Independent

Legal affairs,riskmanagement

ICT

Global〇〇OutsideTakakoHagiwara

Finance,accounting〇

OutsideIndependent

Takashi
Nawa

CSV, ESG〇

Businessdevelopment

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

SatoshiOkubo

Outside

Male

〇

〇

Takanori
Nagai

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 improving 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 members, namely, Mr.
Masaaki Suganuma (Director), Mr. Katsunori Nagai (Director), Mr. Takashi Nawa (Independent Outside
Director), Ms. Takako Hagiwara (Independent Outside Director) and Ms. Asako Yamagami (Independent
Outside Director).
- 15 -

Proposal 3: Election of One (1) Company Auditor
At the close of this General Meeting of Shareholders, Company Auditor Katsuyuki Murai will resign fromoffice. Accordingly, the Company proposes that one (1) Company Auditor be elected.
The Board of Company Auditors has already approved this proposal.
The candidate for Company Auditor is as follows:
Name(Date of birth)

Brief personal profile, positionand significant concurrent positions
Apr. 1984

New appointment

Yoshiyuki Koizumi(September 27, 1961)

Joined Japan Leasing Corporation (current
Sumitomo Mitsui Finance and Leasing Co.,
Ltd.)
Aug. 2004 Assistant General Manager, Customer Business
Promotion Department of the Company
Apr. 2012 General Manager, East Japan Sales Department,
Area Corporate Sales Division of the Company
Apr. 2013 General Manager, Area Corporate Sales
Division of the Company
Apr. 2016 Executive Officer and General Manager, Area
Corporate Sales Division of the Company
Apr. 2017 Executive Officer and General Manager,
Corporate Coverage Division of the Company
Apr. 2020 Executive Officer of the Company
Apr. 2022 Executive Specialist of the Company(incumbent)(Reasons for selecting as the candidate for Company
Auditor)Mr. Yoshiyuki Koizumi has long engaged in lease financing
sales, and has deep insight and abundant experience inoverall corporate management serving as Executive Officer,
Sales Division of the Company. We propose that Mr.
Koizumi be elected as Company Auditor as we expect him
to properly perform his duties from a professional
management perspective.

Number ofCompany
shares held0
sharesNotes
1. There are no special interests between the candidate and the Company.
2. Mr. Yoshiyuki Koizumi is not a candidate for Outside Company Auditor. If Mr. Yoshiyuki Koizumi isappointed as a Company Auditor, the Company does not plan to enter into an agreement to limit his
liability with him.
3. 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 candidate is newly elected, he will become theinsured under the agreement. The insurance premiums are fully paid by the Company.

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