Translation:
Please note that the following purports to be a translation from the Japanese original Notice of theth
9 Annual General Shareholders Meeting of TIS Inc. prepared for the convenience of shareholders
outside Japan with voting rights. However, in the case of any discrepancy between the translationand the Japanese original, the latter shall prevail.

(Securities Code: 3626)

May 30, 2017
To Our Shareholders:

TIS Inc.
(Former trade name：IT Holdings Corporation)
17-1, Nishi-shinjuku 8-chome, Shinjuku-ku, Tokyo
President and Representative Director: Toru Kuwano

Notice of the 9 t h Annual General Meeting of Shareholders
We are pleased to invite you to attend the 9th Annual General Meeting of Shareholders of
TIS Inc. (the “Company”) to be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights bymeans of either of the methods described in next page. We would appreciate it if you
could review the “Reference Materials for the General Meeting of Shareholders”(attached below) and exercise your voting rights no later than 5:45 p.m. JST on
Monday, June 26, 2017.
Schedule of the Annual General Meeting of Shareholders
1. Date & Time

Tuesday, June 27, 2017 at 10 a.m. JST

2. Place

Meeting room on the 1st floor of the Bellesalle Shinjuku Ground17-3, Nishi-shinjuku 8-chome, Shinjuku-ku, Tokyo

3. Agenda:
Matters for Report:
1. Business Report, Consolidated Financial Statements and Accounting Auditor’s Report and the
Audit & Supervisory Board’s Report on the Audit of the Consolidated Financial Statements forthe 9th Fiscal Year of the Company (from April 1, 2016 to March 31, 2017)
2. Non-Consolidated Financial Statements for the 9th Fiscal Year of the Company (from April 1,2016 to March 31, 2017)
Matters for Approval:
Proposition No. 1
Proposition No. 2

Appropriation of Retained Earnings
Election of Ten (10) Directors

１

4. Exercising Voting Rights
If you are unable to attend the meeting, you may exercise your voting rights by means of either ofthe methods described below.
[Exercising Voting Rights via Mail]
Please indicate your approval or disapproval for the propositions below on the enclosed form, andreturn the form to the Company no later than 5:45 p.m. JST on Monday, June 26, 2017.
[Exercising Voting Rights via Internet, etc.]
Please check the description entitled “Guidance for the Exercise of Voting Rights via the Internet,
etc.” in the “Guidance for the Exercise of Voting Rights” on page 49 to 50, access the designatedsite for exercising your voting rights (http://www.evote.jp/; available only in Japanese), andindicate your approval or disapproval of each of the items no later than 5:45 p.m. JST on
Monday, June 26, 2017.
5. Matters to be determined at the Meeting
Please refer to the “Guidance for Exercising Voting Rights” on page 49 to 50. (This paragraphintentionally omitted as the Internet voting service is only available in Japan with the Japanese
language.)*

Please present the enclosed voting form at the reception on the day of the meeting.

*

A shareholder who is unable to attend the meeting may exercise his/her voting rights by authorizing
another shareholder with voting rights to act as his/her proxy, provided that a document evidencing
his/her power of representation for each general meeting of shareholders must be submitted.

*

The following matters are not stated in the documents attached to this Notice of the 9th Annual
General Meeting of Shareholders since they are posted on our website, based on relevant laws,
regulations and Article 16 of the Articles of Incorporation.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-Consolidated Financial Statements
Therefore, the documents attached to this Notice of the 9th Annual General Meeting of Shareholders
are a portion of the Consolidated Financial Statements and Non-Consolidated Financial Statements
audited by the Accounting Auditors during the course of preparing accounting audit reports, and a
portion of the Consolidate Financial Statements and Non-Consolidated Financial Statements auditedby the Audit & Supervisory Board Members during the course of preparing auditing reports.

*

Please note that any amendments to the Reference Materials for the General Meeting of
Shareholders, and the Business Report, the Consolidated Financial Statements and theNon-Consolidated

Financial

Statementswill(http://www.tis.co.jp/).

２

beprovidedontheCompany’s

websiteReference Materials for the General Meeting of Shareholders
Propositions and Reference Matters
Proposition No. 1 Appropriation of Retained Earnings
The Company strives for a sustainable and stable dividend payout in consideration of consolidated businessperformance while maintaining a level of retained earnings appropriate for business development over a mid- tolong-term management perspective.
Based on this policy, we have set our consolidated total return ratio, which includes treasury shares, atapproximately 35% from the previous fiscal year, and thus we would like to propose a year-end dividend of 24
yen per share as follows. Combined with the interim dividend, which has already been paid out, this will bringthe annual dividend to 36 yen per share.
(1) Dividend TypeCash dividend(2) Allotment of Dividend and Total Amount of Dividends
24 yen per common share in the Company for a total sum of 2,066,092,200 yen(3) Effective Date for the Payment of Dividend from Retained Earnings
June 28, 2017
(Reference) Transition of annual dividends etc. per share
Category

The 6th Fiscal year
ended March 31,
2014

The 7th Fiscal year
ended March 31,
2015

The 8th Fiscal year
ended March 31,
2016

The 9th Fiscal year
ended March 31,
2017(current fiscal year)
36

Annual dividend
25
30
33
per share (Yen)Annual dividends paid
2,194
2,624
2,874
3,099
(Millions of yen)
Payout ratio (%)
27.7
25.6
22.7
19.0
Total return ratio (%)
27.7
30.4
35.3
31.9
(Note) While it has been the Company’s basic policy for appropriation of retained earnings to continue making
sustained and stable dividend payout at a level of approximately 30% in the consolidated payout ratio until the
7th fiscal year ended March 31, 2015, we revised the aforesaid policy to set our consolidated total return ratio,
which includes treasury shares, at approximately 35% from the 8th fiscal year ended March 31, 2016 tostrengthen shareholder returns furthermore.

３

Proposition No. 2 Election of Ten (10) Directors
The term of office of all ten (10) current Directors will expire at the close of this Annual General Meeting of
Shareholders. Accordingly, we propose that ten (10) Directors be elected.
The candidates for Directors are as follows:
List of candidates for Directors
Candidate
No.

Name of Candidates for Directors

Current Position andResponsibility at theCompany
Chairman and
Representative Director
President and Representative
Director, in charge ofAuditing Dept.
Representative Director,
Executive Vice President, incharge of Advanced Credit
Div. and Public Solutions
SBU
Director, Managing
Executive Officer, in chargeof Corporate Planning SBU
and Corporate Management
SBU
Division Manager ofCorporate Planning SBU

1

Norio Maenishi (Reappointed)

2

Toru Kuwano (Reappointed)

3

Mitsushi Nishida (Reappointed)

4

Josaku Yanai (Reappointed)

5Katsuki Kanaoka (Reappointed)

Director

6

Shigeki Kusaka (Reappointed)

Director

7

Yoshiyuki Suzuki (Reappointed)

Director

Yoshinobu Ishigaki(Reappointed, External, Independent)
Koichi Sano
(Reappointed, External, Independent)
Fumio Tsuchiya(Newly-appointed, External, Independent)

Director(External Director)
Director(External Director)

8
9
10

-

Rate of Attendanceat the Board Meeting(Number of Attendances)
100%(Attended all 16 meetings)
100%(Attended all 16 meetings)

100%(Attended all 11 meetings)

100%(Attended all 11 meetings)

100%(Attended all 16 meetings)
100%(Attended all 16meetings)
100%(Attended all 11 meetings)
100%(Attended all 16 meetings)
100%(Attended all 11meetings)-(Notes)1. (Reappointed) refers to candidates reappointed as Directors, (Newly-appointed) refers to candidates newly
appointed as Directors, (External) refers to candidates for External Directors, and (Independent) refers to Directors
filed with the Tokyo Stock Exchange as Independent Officers.
2. The rates of attendance for Messrs. Mitsushi Nishida, Josaku Yanai, Yoshiyuki Suzuki and Koichi Sano are basedon all Board meetings held after they assumed office on June 24, 2016.

４

Candidate
No.

1

Name
(Date of Birth)

Norio Maenishi(April 19, 1949)<Reappointment Candidate>

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1972

Joined Toyo Information Systems Co., Ltd. *1

June 1996

Director of TIS Inc.

June 2001

Executive Director of TIS Inc.

April 2004

Representative Director and Executive Managing
Director of TIS Inc.

April 2008

Executive Vice-President and Representative
Director of TIS Inc.

April 2010

Director of TIS Inc.
Executive Vice President of the Company *2June 2010

Director and Executive Vice President of theCompany

June 2013

President and Representative Director of theCompany

June 2016

Chairman and Representative Director of theCompany (to present)

No. of Shares
Held in the
Company

56,552[Reasons for the Selection of Candidate for Director]
Mr. Norio Maenishi was for a long time mainly involved in the planning and development of industrial systems and duties in the
Corporate Department. After having assumed the office of Director and Executive Vice President of the Company in June 2010, he
served as President and Representative Director of the Company. Since June 2016 to the present, he has been serving as Chairman and
Representative Director of the Company. He has a wealth of experience and knowledge about the Company's and its Group's business,
as well as in business administration. He has also been assuming duties as Board Chairman in the administration and supervision ofmanagement, making such efforts as encouraging active discussions at Board meetings and reforming the Board of Directors in viewof the Japan’s Corporate Governance Code with the aim to strengthen corporate governance.
Based on these experiences and past achievements, he is nominated as a candidate for Director since he is highly expected to continue
to fulfill the duties of significant decision-making for the Company Group and the administration and oversight of business
management as a Director of the Company.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of April 2010, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

５

Candidate
No.

2

Name
(Date of Birth)

Toru Kuwano(May 3, 1952)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1976

Joined Toyo Information Systems Co., Ltd. *1

June 2000

Director of TIS Inc.

April 2004

Executive Director of TIS Inc.

April 2008

Executive Managing Director of TIS Inc.

April 2010

Executive Vice-President and Representative
Director and General Manager of Financial
Industry HQ. of TIS Inc.

April 2011

President and Representative Director of TIS Inc.

April 2013

Chairman, President and Representative Director
of TIS Inc.

June 2013

Chairman, President and Representative Director
of TIS Inc.
Director of the Company *2June 2016

Chairman, President and Representative Director
of TIS Inc.
President and Representative Director of theCompany

July 2016

President and Representative Director of theCompany, in charge of Auditing Dept.
(to present)<Reappointment Candidate>No. of Shares
Held in the
Company

47,800[Reasons for the Selection of Candidate for Director]
Mr. Toru Kuwano was for a long time mainly involved in the planning and development of financial systems. After assuming theoffice of President and Representative Director of the Company's Group company in April 2011, he was appointed as a Director of theCompany in June 2013. Since June 2016, he has assumed the office of President and Representative Director of the Company. He hasa wealth of experience and knowledge about the Company's and its Group's business, as well as in business administration. Based onthese experiences and past achievements, he is nominated as a candidate for Director since he is highly expected to continue to fulfill
the duties of significant decision-making for the Company Group and the administration and oversight of business management as a
Director of the Company, so that the Company will fulfill the function as an operating holding company in the execution of theCompany's Third Medium-term Management Plan, which commenced in April 2015.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of June 2013, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

６

Candidate
No.

3

Name
(Date of Birth)

Mitsushi Nishida(September 29, 1951)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1977

Joined Toyo Information Systems Co., Ltd. *1

June 2001

Director of TIS Inc.

April 2008

President and CEO of QUALICA Inc.

April 2013

Executive Vice-President and Representative
Director of TIS Inc.

April 2016

Representative Director, Executive
Vice-President of TIS Inc.

June 2016

Representative Director, Executive
Vice-President of TIS Inc.
Representative Director of the Company *2

July 2016

Representative Director, Executive Vice
President of the Company, in charge of System
Development & Quality Management Innovation
SBU, Financial Industry SBU.1, Financial
Industry SBU.2, Financial Industry SBU.3,
Public Solutions SBU and Business Creation
Div.

October 2016

Representative Director, Executive Vice
President of the Company, in charge of Financial
Industry SBU, Financial & Payments Business
SBU and Public Solutions SBU

November 2016

Representative Director, Executive Vice
President of the Company, in charge ofAdvanced Credit Div. and Public Solutions SBU(to present)<Reappointment Candidate>No. of Shares
Held in the
Company

41,652[Reasons for the Selection of Candidate for Director]
Mr. Mitsushi Nishida was for a long time mainly involved in the planning and development of financial and industrial systems. He
assumed the offices of Executive Vice-President and Representative Director, and President and CEO of the Company's Group
company. Since June 2016 to the present, he has been serving as Representative Director of the Company. He has a wealth ofexperience and knowledge about the Company's and its Group's business, as well as in business administration. Based on theseexperiences, he is nominated as a candidate for Director since he is highly expected to continue to fulfill the duties of significant
decision-making for the Company Group and the administration and oversight of business management as a Director of an operatingholding company.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of June 2016, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

７

Candidate
No.

4

Name
(Date of Birth)

Josaku Yanai(November 14, 1963)<Reappointment Candidate>

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1987

Joined the Long-Term Credit Bank of Japan,
LimitedJanuary 2000

Joined Toyo Information Systems Co., Ltd. *1

December 2006

Department Manager of Card Systems Sales
Dept., Card Systems Div.1 of TIS Inc.

April 2009

Executive Officer, Department Manager ofCorporate Planning & Control Dept., Corporate
Planning & Control Div. of TIS Inc.

October 2010

Executive Officer, Department Manager ofCorporate Planning & Control Dept., Corporate
Planning & Control Div. and Section Manager ofMerger Promotion Office of TIS Inc.

April 2011

Executive Officer, Division Manager ofCorporate Planning Division of the Company *2

May 2015

Managing Executive Officer, Division Manager
of Corporate Planning Division of the Company

April 2016

Managing Executive Officer, Division Manager
of Corporate Planning SBU of the Company
Managing Executive Officer, Division Manager
of Corporate Planning SBU. of TIS Inc.

June 2016

Director, Managing Executive Officer, Division
Manager of Corporate Planning SBU of theCompany
Managing Executive Officer, Division Manager
of Corporate Planning SBU. of TIS Inc.

July 2016

Director, Managing Executive Officer, in chargeof Corporate Planning SBU and Corporate
Management SBU of the Company
Division Manager of Corporate Planning SBU of
the Company (to present)

No. of Shares
Held in the
Company

14,600[Reasons for the Selection of Candidate for Director]
Mr. Josaku Yanai was mainly engaged in corporate business in the Corporate Planning Department of the Company and its Group
company. He assumed the office of Executive Officer and Division Manager of Corporate Planning Division of the Company in April
2011. Since June 2016, he has been serving as a Director of the Company. He has a wealth of experience and knowledge about theCompany's and its Group's business, as well as in business administration. Based on these experiences, he is nominated as a candidate
for Director since he is highly expected to continue to fulfill the duties of significant decision-making for the Company Group and theadministration and oversight of business management as a Director of an operating holding company.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of April 2011, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

８

Candidate
No.

5

Name
(Date of Birth)

Katsuki Kanaoka(February 24, 1956)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

May 1985

Joined INTEC Inc.

June 2000

Director of INTEC Inc.
President and CEO of AT TOKYO Corporation

June 2003

Managing Director of INTEC Inc.

April 2005

Director, Senior Managing Executive Officer of
INTEC Inc.

April 2007

Representative Director, President and Executive
Officer of INTEC Inc.

June 2007

Representative Director, President and Executive
Officer of INTEC Inc.,
Director of INTEC Holdings Ltd.

April 2008

Director of the Company *1
President, Representative Director and Executive
Officer of INTEC Inc.

<Reappointment Candidate>June 2009

Director of the Company
President and Representative Director of INTEC
Inc.

June 2012

Chairman and Representative Director of theCompany
Director and Corporate Advisor of INTEC Inc.

May 2015

Chairman and Representative Director of theCompany
Chairman of INTEC Inc. (to present)

June 2016

Director of the Company (to present)

No. of Shares
Held in the
Company

167,128(Other Important Concurrent Positions)
External Director of the First Bank of Toyama, Ltd.
[Reasons for the Selection of Candidate for Director]
Mr. Katsuki Kanaoka was for a long time involved in duties in the Corporate Department, Financial System Department,
Infrastructure Department, etc. at the Company’s Group company. After having assumed office as a Director of the Company in April
2008, he has been serving as Chairman and Representative Director of the Company. He has a wealth of experience and knowledge
about the Company's and its Group's business, as well as in business administration. In addition, since May 2015 to the present, he has
been serving as Chairman of INTEC Inc., the Company's major subsidiary. He is nominated as a candidate for Director since he ishighly expected to continue to fulfill the duties of significant decision-making for the Company Group and the administration andoversight of business management as a Director of the Company in the group-wide execution of the Company's Third Medium-termManagement Plan, which commenced in April 2015.
*1. As of April 2008, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

９

Candidate
No.

6

Name
(Date of Birth)

Shigeki Kusaka(November 26, 1952)<Reappointment Candidate>

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1977

Joined Mitsubishi Corporation

April 2007

Senior Vice President of Mitsubishi Corporation

April 2009

Representative Director, Executive Officer,
President and COO of IT Frontier Corporation

April 2011

Managing Director of INTEC Inc.

May 2015

President and Representative Director of INTEC
Inc. (to present)

No. of Shares
Held in the
Company

11,900

Director of the Company *1 (to present)
June 2015[Reasons for the Selection of Candidate for Director]
After having worked for a trading company, Mr. Shigeki Kusaka was involved in the management of the industrial system businessdivision at the Company's Group company from April 2011. He has been serving as President and Representative Director of INTEC
Inc., the Company's major subsidiary, since May 2015 to the present, while concurrently serving as a Director of the Company sinceJune 2015. He has a wealth of experience and knowledge about the Company's and its Group's business, as well as in businessadministration. Based on these experiences, he is nominated as a candidate for Director since he is highly expected to continue tofulfill the duties of significant decision-making for the Company Group and the administration and oversight of business management
as a Director of an operating holding company in the group-wide execution of the Company's Third Medium-term Management Plan,
which commenced in April 2015.
*1. As of June 2015, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

１０

Candidate
No.

7

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1975

Joined INTEC Inc.

April 2003

Director of INTEC Inc.

April 2005

Executive Officer of INTEC Inc.

June 2007

Managing Executive Officer of INTEC Inc.

June 2009Managing Director of INTEC Inc.
President and Representative Director of INTEC
Systems Institute, Inc.

April 2011

Senior Managing Director of INTEC Inc.

June 2014

Director and Executive Vice-President of INTEC
Inc.

May 2015

Executive Vice-President and Representative
Director of INTEC Inc. (to present)

June 2016

Director of the Company (to present) *1

Yoshiyuki Suzuki(May 25, 1952)

No. of Shares
Held in the
Company

17,975<Reappointment Candidate>(Other Important Concurrent Positions)
External Director of Startia, Inc.
[Reasons for the Selection of Candidate for Director]
Mr. Yoshiyuki Suzuki was for a long time involved in the Corporate Department, Technology Department, etc., at the Company'sGroup company. Since May 2015 to the present, he has been serving as Executive Vice-President and Representative Director of
INTEC Inc., the Company's major subsidiary, while concurrently serving as a Director of the Company since June 2016. He has awealth of experience and knowledge about the Company's and its Group's business, as well as in business administration. Based onthese experiences, he is nominated as a candidate for Director since he is highly expected to continue to fulfill the duties of significant
decision-making for the Company Group and the administration and oversight of business management as a Director of an operatingholding company in the group-wide execution of the Company's Third Medium-term Management Plan, which commenced in April
2015.
*1. As of June 2016, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

１１

Candidate
No.

Name
(Date of Birth)

Yoshinobu Ishigaki(October 6, 1946)
8<Reappointment Candidate>
External Director Candidate
Independent Officer Candidate

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1969

Joined IBM Japan Ltd.

April 1998

Executive Director of IBM Japan Ltd.

October 2001

Retired from IBM Japan Ltd.

November 2001

President and CEO of Sapient K.K.

October 2004

President and CEO of AT TOKYO Corporation

June 2009

Board Chairman of AT TOKYO Corporation

No. of Shares
Held in the
Company-

Director of the Company *1 (to present)
June 2010[Reasons for the Selection of Candidate for External Director]
Mr. Yoshinobu Ishigaki holds extensive experience and broad insight as a corporate executive with wide-ranging experience and awealth of expertise in the IT service industries. His advice and suggestions from an independent perspective will ensure that thedecisions to be made by the Company’s Board of Directors will be reasonable and appropriate. For this reason, we nominated him acandidate for an External Director.
While the Company Group has business transactions with IBM Japan Ltd. (“IBM”), IBM’s sales to the Company represent 1.0% and0.5% of the Company’s consolidated and non-consolidated sales, respectively. Although Mr. Ishigaki had stayed with IBM Japan Ltd.
until the end of October 2001, fifteen (15) years and seven (7) months have passed since he left IBM Japan, and IBM Japan has noinfluence on the management decision-making of the Company. Therefore, we believe that Mr. Ishigaki shall have no conflict ofinterest with the general shareholders of the Company.
Mr. Ishigaki assumed the office of an External Director in June 2010, and shall have served seven (7) years at the conclusion of thisAnnual General Meeting of Shareholders.
*1. As of June 2010, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

１２

Candidate
No.

Name
(Date of Birth)

Koichi Sano
(August 30, 1948)
9<Reappointment Candidate>
External Director Candidate
Independent Officer Candidate

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

April 1971

Joined Mitsui Petrochemical Industries, Ltd.
(currently, Mitsui Chemicals, Inc.)

June 2003

Executive Officer and Manager of Finance
Department of Mitsui Chemicals, Inc.

June 2005

Executive Director of Mitsui Chemicals, Inc.

June 2009

Executive Vice-President and Representative
Director of Mitsui Chemicals, Inc.

June 2013

Special Councilor of Mitsui Chemicals, Inc.

June 2015

Retired from Mitsui Chemicals, Inc.

June 2016

Director of the Company *1 (to present)

No. of Shares
Held in the
Company

100(Other Important Concurrent Positions)
Outside Audit & Supervisory Board Member of Nippon Yakin
Kogyo Co., Ltd.
[Reasons for the Selection of Candidate for External Director]
Mr. Koichi Sano worked mainly in the Finance and Accounting Departments, and served as Executive Vice-President andRepresentative Director of Mitsui Chemicals, Inc., and has a wide range of experience and a wealth of expertise in corporate
management. He is nominated as a candidate for External Director since his advice and suggestions from an independent perspectiveby utilizing these experiences and expertise in the Company's business will ensure that the decisions to be made by the Company's
Board of Directors will be reasonable and appropriate, and he is highly expected to be a person who will contribute to the enforcementof the corporate governance of the Company.
While the Company has business transactions with Mitsui Chemicals, Inc. ("MC"), which Mr. Sano belonged to until June 2015, MC's
sales to the Company represent 0.4% and 1.1% of the Company's consolidated and non-consolidated sales, respectively. Because Mr.
Sano satisfies the requirements of the "Criteria Concerning Independence of External Officers" and the proportion of sales is minimal,
we have determined that the independence of External Directors is sufficiently secured.
He has assumed office as an External Director of the Company since June 2016 and shall have served one (1) year at the conclusion ofthis Annual General Meeting of Shareholders.
*1. As of June 2016, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with IT Holding Corporation (the Company) being the surviving
company and TIS Inc., the Company's wholly-owned subsidiary, being the absorbed company. With the merger, the trade name of
the Company was changed from IT Holding Corporation to TIS Inc.

１３

Candidate
No.

Name
(Date of Birth)

Fumio Tsuchiya(May 10, 1948)
10

Career Summary, Position, and Responsibility at the Company
and Important Positions of Other Organizations Concurrently Assumed

July 1971

Joined Japan Airlines Co., Ltd.

July 1995

Regional Manager of Madrid Branch of Japan
Airlines Co., Ltd.

June 1998

Section Manager of Airport Ground HandlingContract Section of Japan Airlines Co., Ltd.

May 1999

Director and Section Manager of Personnel &Corporate Planning Section of JAL Hotels Co.,
Ltd. (currently, Okura Nikko Hotel Management
Co., Ltd.)

April 2001

Manager of Corporate Planning of Japan Airlines
Co., Ltd.

June 2002

Manager of Corporate Planning and Director
General of Administration Office for JAL/JAS
MergerOctober 2002

Executive Officer, Deputy Section Manager ofCorporate Planning Section and Director Generalof Administration Office for Merger Promotionof Japan Airlines System, Inc. (currently, Japan
Airlines Co., Ltd.)<New Candidate>
External Director Candidate
Independent Officer Candidate
April 2004

Executive Officer and Section Manager ofCorporate Planning Section of Japan Airlines
System, Inc.

June 2004

Director and Section Manager of Corporate
Planning Section of Japan Airlines Corporation(currently, Japan Airlines Co., Ltd.)

April 2006

Managing Director, in charge of PR & IR, Legal
Affairs and General Affairs of Japan Airlines
Co., Ltd.

June 2007

President & CEO of JALCard, Inc.

June 2010Retired from JALCard, Inc.

August 2010

Section Manager of Internal Auditing Office ofFaith, Inc.

June 2011

Full-time Audit & Supervisory Board Memberof Faith, Inc. (to present)

No. of Shares
Held in the
Company-[Reasons for the Selection of Candidate for External Director]
Mr. Fumio Tsuchiya previously worked in an important position in overseas offices and the Corporate Planning Department of Japan
Airlines Co., Ltd. After having assumed the office of Director of Japan Airlines in June 2004, he served as Managing Director and wasthereafter appointed as President & CEO of JALCard, Inc. in June 2007, which is a group company of Japan Airlines. He has a wide
range of experience and a wealth of expertise in corporate management. He is nominated as a candidate for External Director since his
advice and suggestions from an independent perspective by utilizing these experiences and expertise in the Company's business will
ensure that the decisions to be made by the Company's Board of Directors will be reasonable and appropriate, and he is highly
expected to be a person who will contribute to the enforcement of the corporate governance of the Company.
While the Company has business transactions with JALCard, Inc. ("JALCard"), which Mr. Tsuchiya belonged to until June 2010,
JALCard's sales to the Company represent 0.2% and 0.5% of the Company's consolidated and non-consolidated sales, respectively.
Because Mr. Tsuchiya satisfies the requirements of the "Criteria Concerning Independence of External Officers" and the proportion ofsales is minimal, we have determined that the independence of External Directors is sufficiently secured.

１４

(Notes)
1. None of the Director candidates above has any special interest with the Company.
2. Messrs. Yoshinobu Ishigaki, Koichi Sano and Fumio Tsuchiya are candidates for External Directors as set forth under Item
7, Paragraph 3, Article 2 of the Regulations for the Enforcement of the Companies Act.
In accordance with the procedures, the Company has designated Messrs. Yoshinobu Ishigaki and Koichi Sano as
independent officers and filed accordingly with the Tokyo Stock Exchange. If the re-election proposal for Messrs.
Yoshinobu Ishigaki and Koichi Sano is approved, the Company will renew this filing. As for Mr. Fumio Tsuchiya, a new
candidate for External Director, he also meets the independence criteria of the Company. If he is elected as an External
Director by shareholders' approval, the Company will file his status as an independent officer with the Tokyo Stock
Exchange. The Company's independence criteria of External Officers are described on page 16.
3. Limited Liability Agreement with External Directors
The Company has entered into an agreement with Messrs. Yoshinobu Ishigaki and Koichi Sano to limit their liability fordamages as outlined under Paragraph 1, Article 423 of the Companies Act in accordance with Paragraph 1, Article 427 of
the Companies Act and Article 33 of the Articles of Incorporation, thus the maximum amount of liability under said
agreement is the minimum liability amount as provided in laws and regulations. If the reappointment of both individuals
is approved at this Annual General Meeting of Shareholders, the Company will renew the agreement with each of them. If
Mr. Fumio Tsuchiya is elected, the Company will enter into the same agreement with him.
4. The number of shares of the Company that are held by each of the candidates for Directors includes the unit shares held by
each candidate in the Directors’ Shareholdings Association of TIS INTEC Group.

End

１５

<Reference> Criteria Concerning Independence of External Officers (revised December 21, 2016)
In order to reinforce the supervisory function of its Board of Directors, the Company has established as follows the
judgment criteria for ensuring the independence of its external directors and external audit & supervisory board
members (hereafter, the “external officers”) as described below, with reference to the rules of the Tokyo Stock
Exchange, etc., in addition to the requirements of the Companies Act.
1. External directors (including candidates) are defined by Article 2, Paragraph 15 of the Companies Act(Requirements of External Directors) and have never served as an executive director, manager or other employeeof the TIS INTEC Group (Note 1) even in the past.
2. External audit & supervisory board members (including candidates) are defined by Article 2, Paragraph 16 of theCompanies Act (Requirements of External Company Auditors) and have never served as a director, manager orother employee of the TIS INTEC Group even in the past.
3. In the current fiscal year and during the past three fiscal years, none of each of the following items shall apply to
external officers.
i. A counterparty which has transactions principally with the Company (Note 2) or a person who executes thatcounterparty's businessii. A counterparty which has transactions principally with the TIS INTEC Group (Note 3) or a person who
executes that counterparty's businessiii. A consultant, accounting professional or legal professional who has received a large amount of money or otherassets (Note 4) other than remuneration of officers from the Company. In addition, when these are received byan organization such as a corporation or partnership, this includes persons who belong to the applicableorganization.
iv. A major shareholder of the Company (Note 5). In addition, when the major shareholder is a corporation, thisincludes a person who executes the business of the corporation.
v. A person other than those in (Ⅰ), (Ⅱ) and (Ⅲ) above who executes the business of a counterparty of theCompany (Note 6)
vi. A person who was formerly a member of a counterparty which is in a situation of cross-assumption of officesof external officers
vii. A counterparty or former member of the counterparty that receives donations from the Company
4. External officers must not be a relative within the second degree of a person who falls under each of the following
items.
i. A person mentioned in (Ⅰ) to (Ⅲ) of the previous clauseii. A person who executes the business of a subsidiary of the Company
iii. A non-executive director of a subsidiary of the Company (limited to external audit & supervisory board
members)
iv. A person who fell under (Ⅱ) or (Ⅲ) above or a person who executes the business of the Company (including a
non-executive director in the case of an audit & supervisory board members) recently (in the current businessyear and during the past four business years)
5. In addition to the above, there exist no circumstances in which duties imposed on an independent external officer
are reasonably deemed not to be achieved.
Note 1: The "TIS INTEC Group" means the Company and its subsidiaries.
Note 2: A "counterparty which has transactions principally with the Company" means a counterparty which provides
products or services to the Company and whose payments from the Company constitute at least 2% of thesales of such counterpart in one fiscal year. The main bank (The Bank of Tokyo-Mitsubishi UFJ, Ltd.) andthe lead managing underwriters (Nomura Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co,
Ltd., and SMBC Nikko Securities Inc.) of the Company shall also each be a "counterpart which has
transactions principally with the Company," regardless of the transaction amount.
Note 3: A "counterparty which has transactions principally with the TIS INTEC Group" means a counterparty withsales exceeding 2% of the total consolidated sales of the TIS INTEC Group.
Note 4: "A large amount of money or other assets" means the total value exceeds 10 million yen per fiscal year. This
shall apply also to a consultant, accounting professional or legal professional that enters a consulting
agreement or similar arrangement and periodically pays an amount of money or other assets, regardless of theamount.
Note 5: A "major shareholder" means a person or company, and the like, that directly or indirectly holds 10% or moreof total voting rights. However, the Company's leading shareholders (the top 10 approximately) shall betreated as "major shareholders."
Note 6: A "counterparty which has transactions with the Company" means the case when transactions with theCompany per fiscal year constitute at least 2% of non-consolidated sales of the Company.
–END１６