Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To Our Shareholders
Securities Code: 2317
June 6, 2024
Yoshichika Hemmi
Representative Director and Chairman
Systena Corporation
1-2-20 Kaigan, Minato-ku, Tokyo

Notice of the 42nd Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 42nd Ordinary General Meeting of Shareholders of Systena Corporation (the “Company”),
which will be held as described below.
In convening the General Meeting of Shareholders, the Company takes measures for electronic provision and information that
constitutes the Reference Documents, etc. for the General Meeting of Shareholders (Matters Subject to Measures for Electronic
Provision) is posted on the Websites for Posting Matters Subject to Measures for Electronic Provision explained in 4. below. You arekindly requested to check the information by accessing these websites.
If you are unable to attend the meeting in person, you may exercise your voting rights by electromagnetic means or in writing (by mail).
Kindly exercise your voting rights by either one of these methods. Details of each of the proposals are as stated in the Reference
Documents, etc. for the General Meeting of Shareholders posted on the Websites for Posting Matters Subject to Measures for Electronic
Provision explained in 4. below. After reviewing these Reference Documents, please exercise your voting rights by no later than 6 p.m.
on Thursday, June 20, 2024 (Japan time) in accordance with the Guidance Notices later in this Notice.
1. Date:
2. Place:
3. Meeting Agenda
Matters to be Reported:

10 a.m. on Friday, June 21, 2024 (The reception of participants at the meeting will begin at 9:00 a.m.)
Canbus. Hall, Head Office of the Company, 16th floor of Shiodome Building,
1-2-20 Kaigan, Minato-ku, Tokyo (Please refer to the “Location Map” at the end of this Notice.)
1. Reports on the contents of the Business Report and Consolidated Financial Statements for the 42nd
Fiscal Year (from April 1, 2023 to March 31, 2024), and reports on the Auditing Results of
Accounting Auditor and the Audit & Supervisory Board regarding the Consolidated Financial
Statements.
2. Reports on the contents of Non-consolidated Financial Statements for the 42nd Fiscal Year (from
April 1, 2023 to March 31, 2024)

Matters to be Resolved:
Proposal No. 1:
Partial Amendment to the Articles of Incorporation
Proposal No. 2:
Election of Ten (10) Directors
Proposal No. 3:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 4
Revision to Remuneration for Directors
4. Websites for Posting Matters Subject to Measures for Electronic Provision
Item No.

Website and web address

How to access

The Company’s website
https://www.systena.co.jp/ir/library/general_meeting.html

Please check the information by accessing the web address
shown on the left.

2

Tokyo Stock Exchange Listed Company Information Service
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

Please access the website at the address shown on the left,
enter/search “Systena” under “Issue name (company
name)” or its securities code “2317” under “Code,” andchoose “Basic information,” “Documents for public
inspection / PR information” and “Notice of General
Shareholders Meeting / Informational Materials for a
General Shareholders Meeting.”

3

Soukai PortalⓇ (Sumitomo Mitsui Trust Bank, Limited)https://www.soukai-portal.net

Please scan QR code on the voting form, or enter yourID/initial password to access.

1* Each website may be temporarily inaccessible due to scheduled maintenance, etc. If you cannot access the website, please checkthe matters from a different website or try again later.

5. Guidance Notices on the Exercise of Voting Rights
Please refer to the Guidance Notices on the Exercise of Voting Rights
6. Items Decided for the Convocation of Meeting(1) For the General Meeting of Shareholders, paper-based documents containing Matters Subject to Measures forElectronic Provision will be sent to all shareholders, whether or not they request the delivery of paper-based
documents. Among the Matters Subject to Measures for Electronic Provision, the following matters are posted on
the Websites for Posting Matters Subject to Measures for Electronic Provision in 4. and are, therefore, not stated in
the paper-based documents delivered to shareholders who requested the delivery of paper-based documents, inaccordance with laws and regulations and the provisions of Article 14 of the Articles of Incorporation of theCompany. Accordingly, the paper-based documents delivered to shareholders who requested the delivery of paperbased documents are part of the documents audited by Audit & Supervisory Board Members and Accounting
Auditors when preparing audit reports.
1. Consolidated Statements of Changes in Shareholders’ Equity
2. Notes to Consolidated Financial Statements in Consolidated Financial Statements
3. Statement of Changes in Shareholders’ Equity
4. Notes to Non-consolidated Financial Statements in Non-consolidated Financial Statements(2) If you exercise your voting rights both through electromagnetic means and the Voting Rights Exercise Form, thevoting rights exercised through electronic means will be treated as valid.
(3) If voting rights are exercised more than once by electromagnetic means, the last vote shall be deemed to be valid.
(4) If you use the Voting Rights Exercise Form and do not indicate your approval or disapproval of each proposal, youwill be deemed to have indicated your approval.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
In the event of revisions to Matters Subject to Measures for Electronic Provision, notice of such revisions and the original and revised
versions of the matters will be posted on the Websites for Posting Matters Subject to Measures for Electronic Provision in 4.

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Partial Amendment to the Articles of Incorporation
1. Reasons for proposal
To strengthen and enhance its management structure, the Company proposes that the maximum number of Directors specified in
Article 17 (Number of Directors) of the current Articles of Incorporation be increased by two (2) from 11 to 13.
2. Details of amendments
The details of the amendments are shown below.
(The underlined parts show the change.)
Existing Articles of Incorporation

Proposed amendments

Article 1 to Article 16 (Omitted)

Article 1 to Article 16 (Unchanged)(Number of Directors)
Article 17. The Company shall have no more than eleven (11)Directors.

(Number of Directors)
Article 17. The Company shall have no more than thirteen (13)Directors.

Article 18 to Article 39 (Omitted)

Article 18 to Article 39 (Unchanged)

Proposal No. 2: Election of Ten (10) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Ordinary General Meeting of Shareholders. In
this regard, the Company proposes the election of ten (10) Directors, adding to the number of Directors by one (1) to strengthen its
management structure.
The candidates for Directors are as follows:
No.

Name

1

Yoshichika Hemmi

2

Kenji Miura

3

Positions and responsibilities in the Company
Representative Director and Chairman in charge of
Solution Design Business

Reelection

Representative Director and President

Reelection

Makoto Taguchi

Director, General Manager of Business Solution Group

Reelection

Hiroyuki Fujii

Director, General Manager of IT Management BusinessGroup

Reelection

5

Shingo Hemmi

Director, General Manager of DX Design Group, General
Manager of Administrative Group, General Manager of
Solution Design Group, and General Manager of Next
Generation Mobility Business, the Company

Reelection

6

Hiroshi Kotani

Director and General Manager of the Finance &Accounting Group

Reelection

7

Koichi Ogawa

Outside Director

Reelection Outside Independent

8

Mari Ito

Outside Director

Reelection Outside Independent

4

9

Keiro Hemmi

New Appointment Outside Independent

10

Rikizo Kurosaki

New Appointment Outside Independent

Reelection: Candidates for Directors to be reappointed
New Appointment: Candidates for Directors to be newly appointed
Outside: Candidates for Outside Directors
Independent: Independent Directors as defined by the Tokyo Stock Exchange

No. 1

Yoshichika Hemmi
Reelection
Birth date:
March 24, 1956
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
41 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

No. 2Kenji Miura
Reelection
Birth date:February 5, 1968
Number of the Company’s shares owned:
2,919,800 shares
Number of years as a Director:
23 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 1974
Joined Nitto Boseki Co., Ltd.
April 1979
Joined Sun System Inc.
March 1983
Established Hemmi Engineering Co., Ltd. (currently the Company).
Representative Director and President
December 2007 Special Advisor to Catena Corporation
June 2008
Director and Chairman, Catena Corporation
January 2009
Representative Director and Chairman, the Company
April 2010
Representative Director and President, the Company
April 2016
Representative Director and Chairman, the Company
October 2023
Director and Chairman, the Company
Representative Director, ProVision Inc.
April 2024
Representative Director and Chairman in charge of Solution Design
Business, the Company (present)
Reasons for nomination as a candidate for Director:
Mr. Yoshichika Hemmi is the founder of the Company, and as a Representative Director of theCompany, he has been leading the management of the Company for many years andcontributing to the enhancement of its corporate value. Currently, as Representative Director andChairman, he oversees the Company and the Group, and based on his extensive experience andachievements, he directs the development of management policies and strategies and exercises
strong leadership in the execution of management plans that embody these policies andstrategies. Because he is an individual who is necessary for the enhancement of the corporate
value of the Company, we propose that he continue to be elected as a Director.
Career summary, positions and responsibilities at the Company
April 1988
Joined Toshiba Engineering Corporation
April 1991
Joined PRIME Co., Ltd.
May 1995
Joined the Company
January 2001
Director, General Manager of Engineering Division, the Company
November 2002 Director, General Manager of Business Promotion Group and Sales Division,
the Company
November 2003 Director, Executive Vice President, the Company
December 2004 Representative Director, Executive Vice President, the Company
June 2007
Director, Catena Corporation
January 2009
Representative Director and President, the Company
April 2010
Representative Director, Executive Vice President overseeing management
and in charge of Air Cloud Promotion Group and Osaka Branch, theCompany
July 2010
Representative Director, Executive Vice President overseeing management
and in charge of Osaka Branch, IT Service Business Group and Solution
Sales Group, the Company
April 2013
Representative Director, Executive Vice President overseeing management
and in charge of IT Management Business Group, Solution Sales Group, andFinance and Infrastructure System Group, the Company
October 2014
Representative Director, Executive Vice President overseeing management
and in charge of Framework Design Group, IT Management Business Groupand Solution Sales Group, the Company
June 2015
Representative Director, Executive Vice President overseeing management,
the Company
April 2016
Representative Director and President, the Company
January 2024
Representative Director and President in charge of Solution Design Business,
the Company
April 2024
Representative Director and President, the Company (present)
Reasons for nomination as a candidate for Director:
After engaging in the system development business for many years since he joined theCompany, Mr. Kenji Miura has been leading the four main businesses that are now the main
pillars of the Company’s business as Executive Vice President. Since April 2016, he has been
overseeing business execution as the Representative Director and President and has built a
successful track record by steadily working on various management issues that contribute to thepromotion of the business plan and the enhancement of the corporate value. Because he is anindividual who is necessary for the enhancement of the corporate value of the Company, we
propose that he continue to be elected as a Director.

No. 3

Makoto Taguchi
Reelection
Birth date:
January 14, 1972
Number of the Company’s shares owned:
37,000 shares
Number of years as a Director:
8 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

No. 4

Hiroyuki Fujii
Reelection
Birth date:
April 25, 1969
Number of the Company’s shares owned:
21,800 shares
Number of years as a Director:
6 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 1992
Joined Catena Corporation
April 2002
Manager, Shinjuku Office, First Sales Division, Sales Group, Catena
Corporation
April 2004
General Manager, First Sales Division, System Products Business Group,
Catena Corporation
April 2008
Assistant General Manager, System Products Business Group and General
Manager, First East Japan Sales Division, Catena Corporation
April 2009
Assistant General Manager, Solutions Sales Group and General Manager,
First Sales Division, Catena Corporation
April 2010
General Manager overseeing sales in Solution Sales Group and General
Manager of First Sales Division, the Company
August 2010
General Manager of Solution Sales Group, the Company
April 2013
Corporate Officer, General Manager of Solution Sales Group, the Company
June 2015
Senior Corporate Officer, General Manager of Solution Sales Group, theCompany
June 2016
Director and Senior Corporate Officer, General Manager of Solution Sales
Group, the Company
April 2021
Director and Senior Corporate Officer, General Manager of Business
Solution Group, the Company
July 2021
Director, General Manager of Business Solution Group, the Company(present)
Reasons for nomination as a candidate for Director:
Mr. Makoto Taguchi has engaged in sales of IT equipment and others since joining theCompany and overseen the Solution Sales Division since 2010 as the General Manager and has
extensive experience and a successful track record. Since June 2016, he has served as a Director
and contributed significantly to the expansion of business. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.
Career summary, positions and responsibilities at the Company
April 1991
Joined Catena Corporation
July 2001
Manager of Tachikawa Office, System Equipment Sales Division, Catena
Corporation
January 2003
General Manager of Human Wear Business Division, Catena Corporation
October 2006
General Manager of OAPC Business Division, Catena Corporation
April 2008
General Manager of IT Management Business Division, Catena Corporation
April 2010
General Manager of IT Management Business Division, the Company
April 2015
Corporate Officer, General Manager of IT Management Business Group, theCompany
June 2015
Senior Corporate Officer, General Manager of IT Management BusinessGroup, the Company
February 2018
Representative Director, Senior Managing Director, ProVision Inc.
June 2018
Director and Senior Corporate Officer, General Manager of IT Management
Business Group, the Company
July 2021
Director, General Manager of IT Management Business Group, the Company(present)
Reasons for nomination as a candidate for Director:
Mr. Hiroyuki Fujii has engaged mainly in the IT service business since joining the Company
and has overseen the IT Service Division since 2015 as the General Manager. He has extensive
experience and a successful track record. Since June 2018, he has served as a Director andcontributed significantly to the expansion of business. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.

No. 5

Shingo Hemmi
Reelection
Birth date:
May 26, 1980
Number of the Company’s shares owned:
16,300 shares
Number of years as a Director:
3 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

No. 6

Hiroshi Kotani
Reelection
Birth date:
December 27, 1968
Number of the Company’s shares owned:
67,800 shares
Number of years as a Director:
3 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 2003
Joined P.R.O Co., Ltd.
April 2012
Joined the Company
April 2013
General Manager of Cloud Business Division, the Company
June 2015
Corporate Officer, General Manager of Product Innovation Business
Division, SHINKITAI Group, the Company
April 2017
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager overseeing sales in Solution Design Group, the Company
October 2017
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager of Solution Design Group, the Company
June 2018
Director and Senior Corporate Officer, General Manager of SHINKITAIGroup and General Manager of Solution Design Group, the Company
June 2020
Senior Corporate Officer, General Manager of SHINKITAI Group andGeneral Manager of Solution Design Group, the Company
June 2021
Senior Corporate Officer, General Manager of DX Design Group andSolution Design Group, the Company
July 2021
Director, General Manager of DX Design Group and General Manager of
Solution Design Group, the Company
April 2022
Director, General Manager of DX Design Group, General Manager of
Solution Design Group and in charge of Administrative Group, the Company
October 2022
Director, General Manager of DX Design Group, General Manager of
Solution Design Group and General Manager of Brand Experience Group,
the Company
January 2024
Director, General Manager of DX Design Group, and General Manager of
Administrative Group, the Company
May 2024
Director, General Manager of DX Design Group, General Manager of
Administrative Group, General Manager of Solution Design Group, andGeneral Manager of Next Generation Mobility Business, the Company(present)
Reasons for nomination as a candidate for Director:
Mr. Shingo Hemmi oversees the DX Design Business as the General Manage and has a
successful track record in developing new products and promoting sales to increase revenue inthe existing businesses in Japan and create new demand and contributes significantly to the
expansion of business. He is also in charge of the governance and branding strategies of theCompany as the General Manager of Administrative Group. Because he is an individual who isnecessary for the enhancement of the corporate value of the Company, we propose that hecontinue to be elected as a Director.
Career summary, positions and responsibilities at the Company
July 1992
Joined Matsushita Toshio Tax Accountant Office
June 1996
Joined Koyo Automobile Sales Co., Ltd.
March 1997
Joined ABLE Real Estate Inc. (currently ABLE Inc.)
September 2001 Joined the Company
September 2005 General Manager of Finance & Accounting Division, the Company
April 2015
Corporate Officer, General Manager of Finance & Accounting Division, theCompany
June 2015
Senior Corporate Officer, General Manager of Finance & Accounting Group,
the Company
June 2021
Director and Senior Corporate Officer, General Manager of Finance &Accounting Group, the Company
July 2021
Director, General Manager of Finance & Accounting Group, the Company(present)
Reasons for nomination as a candidate for Director:
Mr. Hiroshi Kotani has engaged in finance and accounting operations since joining theCompany and overseen the Finance & Accounting Group since 2015 as the General Manager.
Because he has extensive experience and a successful track record in finance and accounting andis an individual who is necessary for the enhancement of the corporate value of the Company,
we continue to propose his election as a Director.

No. 7

Koichi Ogawa
Reelection
OutsideIndependent
Birth date:
December 2, 1951
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
11 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

No. 8

Mari Ito
Reelection
OutsideIndependent
Birth date:November 23, 1976
Number of the Company’s shares owned:
0 shares
Number of years as a Director:
3 years
Attendance at meetings of the Board of
Directors:
13/13 meetings

Career summary, positions and responsibilities at the Company
April 1975
Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.)May 1997
Manager of Roppongi Branch, The Fuji Bank, Ltd.
May 1999
Manager of Okayama Branch, The Fuji Bank, Ltd.
June 2001
Manager of Yokohama-Ekimae Branch, The Fuji Bank, Ltd.
April 2002
Manager of Yokohama-Ekimae Branch, Mizuho Bank, Ltd.
July 2004
Chief Auditor, Business Audit Department, Mizuho Bank, Ltd.
May 2006
Senior Corporate Officer, Mizuho Staff Co., Ltd.
September 2007 Managing Director, Mizuho Staff Co., Ltd.
June 2012
Outside Audit & Supervisory Board Member, KEYENCE CORPORATION
June 2012
Outside Auditor, JK Holdings Co., Ltd.
June 2013
Outside Director, the Company (present)
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Koichi Ogawa has extensive experience and broad insight cultivated for many years at
financial institutions, and we receive useful advice from him mainly from the perspective ofinternal control and compliance. We expect that the Company will continue to receive
appropriate advice on the Company’s management from an independent standpoint and that hewill contribute to the enhancement of its corporate value. Thus, we propose that he continue tobe elected as an Outside Director.
Career summary, positions and responsibilities at the Company
October 2001
Registered as an attorney-at-law
Joined Anderson Mori & Tomotsune (currently Anderson Mori & Tomotsune
LLP)
January 2008
Worked for Finnegan, Henderson, Farabow, Garrett & Dunner in the UnitedStatesMarch 2008
Registered as an attorney-at-law in the United States (New York State)
January 2011
Partner, Anderson Mori & Tomotsune (currently Anderson Mori &Tomotsune LLP) (present)
June 2021
Outside Director, the Company (present)(Important concurrent positions)
Partner and attorney-at-law, Anderson Mori & Tomotsune LLP
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
As an attorney-at-law, Ms. Mari Ito has expertise in corporate legal affairs in Japan andoverseas. She provides useful advice primarily from legal perspectives. Although Ms. Ito has
never been involved in company management in the past except as an Outside Officer, she isexpected to continue to provide appropriate advice on the Company’s management from an
independent standpoint and appropriately supervise business operation, using her extensive
experience and insight accumulated over many years, and will thereby contribute to enhancing
the transparency and soundness of the Company's management. We have therefore decided that
she is qualified to be an Outside Director and propose her continued election as an Outside
Director.

No. 9Keiro Hemmi
New Appointment
OutsideIndependent
Birth date:
March 4, 1963
Number of the Company’s shares owned:
0 shares
Number of years as a Director:‒ years
Attendance at meetings of the Board of
Directors:‒/‒ meetings

No. 10

Rikizo Kurosaki
New Appointment
OutsideIndependent
Birth date:February 2, 1966
Number of the Company’s shares owned:
0 shares
Number of years as a Director:‒ years
Attendance at meetings of the Board of
Directors:‒/‒ meetings

Career summary, positions and responsibilities at the Company
April 1985
Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.)
November 1988 New York Branch, The Fuji Bank, Ltd. (Operation Development
Department)
October 1990
The Fuji Bank and Trust Company, in charge of securitization andinvestigation
October 1993
Toranomon Branch, The Fuji Bank, Ltd. acting section manager, New
Customer Service Department
May 1996
in charge of investigations, New Business Investigation Section, The Fuji
BankApril 2002
Assistant Manager, New Business Team, Business Solution Department,
Mizuho Bank, Ltd.
April 2010
Temporary transfer to Mizuho Capital Co., Ltd. as advisor, Securities
Department, Mizuho Bank, Ltd.
March 2011
Joined Pierrot Co., Ltd.
July 2013
Managing Director, Pierrot Co., Ltd.
July 2019
Senior Managing Director, Pierrot Co., Ltd. (present)
October 2023
Outside Auditor, avanti inc. (present)
May 2024
Outside Auditor, EhonNavi Corporation(present)(Important concurrent positions)
Senior Managing Director, Pierrot Co., Ltd.
Outside Auditor, avanti inc.
Outside Auditor, EhonNavi Corporation
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Keiro Hemmi has engaged in structured finance operation for many years and has expertisein investment in new business companies and other areas, rich experience, and broad personalconnections. Because his advice is expected to contribute to the Company’s M&A operation andhe is considered to qualify for an Outside Director, the Company has nominated him as a
candidate for a new Director.
Career summary, positions and responsibilities at the Company
April 1988
Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.)
October 1990
Ginza Branch, The Fuji Bank, Ltd.
April 1994
Personnel Department, The Fuji Bank, Ltd., Japan Productivity Center(temporary transfer)
April 1995
Deputy Examiner, Examination Department I, The Fuji Bank, Ltd.
April 1998
Global Planning Department, The Fuji Bank, Ltd., Fuji Capital Markets
Corp. (current Mizuho Capital Co., Ltd.) (temporary transfer)
April 2004
Securities Department, The Fuji Bank, Ltd., Investment Department I,
Mizuho Capital Co., Ltd.
October 2014
Securities and Trust Coordination Department, The Fuji Bank, Ltd., Manager
of Sales Group III, Mizuho Capital Co., Ltd.
August 2019
Securities and Trust Coordination Department, The Fuji Bank, Ltd.,Managing Executive Officer and Manager of Sales Group III, Mizuho
Capital Co., Ltd.
January 2021
Managing Director, Mizuho Capital Co., Ltd. (present)(Important concurrent positions)Managing Director, Mizuho Capital Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Rikizo Kurosaki has engaged in venture capital operation at a financial institution for many
years. He has a profound understanding of corporate management and business from investors’
perspectives and extensive knowledge of financial affairs and capital policies. Because his
advice is expected to contribute to the Company’s M&A strategies, open innovation, andimproved governance and he is considered to qualify for an Outside Director, the Company has
nominated him as a candidate for a new Director.

Notes: 1. There are no special interests between the Company and the candidates.
2. Mr. Koichi Ogawa, Ms. Mari Ito, Mr. Keiro Hemmi, and Mr. Rikizo Kurosaki are candidates for Outside Directors.
3. An overview of the content of an agreement limiting liability with Outside Directors is as follows.
The Company stipulates in its Articles of Incorporation that the Company may enter into agreements with Outside Directors
to limit their liability for damages to the Company to a certain extent so that the Company will be able to recruit talented
personnel as Outside Directors. Based on this, the Company has entered into a liability limitation agreement stipulating thefollowing with Mr. Koichi Ogawa and Ms. Mari Ito, who are candidates for Outside Directors. If Mr. Koichi Ogawa andMs. Mari Ito are reelected as proposed, the Company intends to continue the agreement. If Mr. Keiro Hemmi and Mr. Rikizo
Kurosaki are elected as proposed, the Company will sign the same agreement with them.
- In cases where Outside Directors are liable for damages to the Company due to negligence of their duties, they shall be
liable up to the minimum liability amount provided for in Article 425, Paragraph 1 of the Companies Act.
- The above limitation of liability shall be accepted only when the Outside Director has performed his or her duties, whichcaused the liability, in good faith and without gross negligence.

4. The Company has concluded an agreement on liability insurance for officers provided for in Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. The scope of the insured is the directors, auditors, executive officers, andmanagerial employees of the Company and its subsidiaries, and the insured does not bear the insurance premiums. An
insurance company’s insurance will cover the damages and court costs, etc. that the insured is required to pay resulting froma claim for damages due to an act (including inaction) the insured performed based on his or her position as a Director, etc.
of the Company. However, there are certain exemptions in the agreement. For example, damages will not be covered if thedamage is caused by an act the insured performed while recognizing that it will violate laws and regulations. The candidates
will be included in the insured under this insurance policy. The insurance policy is scheduled to be renewed with the same
coverage in the next renewal.
5. The Company has filed a report with the Tokyo Stock Exchange naming Mr. Koichi Ogawa and Ms. Mari Ito as independent
Directors pursuant to the regulations of the Tokyo Stock Exchange. If they are reelected as proposed, the Company intends
to continue to make them independent Directors. If Mr. Keiro Hemmi and Mr. Rikizo Kurosaki are elected as proposed, theCompany will file a report naming them as independent Directors.

Skills matrix

No.

Name

Position and area they Corporate Technologies
are in charge ofmanagement
and R&D

Sales andmarketing

IT and digital ESG andtechnology sustainability

Personnel
affairs, labor, Legal affairs
and humanand risk
resource
management
development

Representative
Director and Chairman
Yoshichika Overall management1
Hemmi
and in charge of
Solution Design
Business

●

●

●

●

●

●

●

●

●

●

●

●

●

Finance,accounting,and tax
affairs

2

Kenji
Miura

Representative
Director and President
Overall management●

3

MakotoTaguchi

Director
General Manager ofthe Business Solution
Group

●

●

●

Hiroyuki
4
Fujii

Director
General Manager of
the IT Management
Business Group

●

●

●

●

●

5

ShingoHemmi

Director
General Manager of
DX Design Group,
General Manager of
Administrative Group,
General Manager of
Solution DesignGroup, and General
Manager of Next
Generation Mobility
Business

●

●

●

●

●

6

Hiroshi
Kotani

Director
General Manager ofFinance & Accounting
Group

●

7

Koichi
Ogawa

Outside Director●

8 Mari Ito

Outside Director

Keiro
9
Hemmi

Outside Director*

●

●

●

●

10

RikizoKurosakiOutside Director*

●

●

●

●

11

Toshiji
Arita

Full-time Outside
Audit & Supervisory
Board Member

12

Outside Audit &Yoshihiro
Supervisory Board
Nakamura
Member13

Hiroshi
Adagawa

Outside Audit &Supervisory Board
Member●14

Outside Audit &Nobushige
Supervisory Board
TokuonoMember

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Note: The above skills matrix does not show all of the knowledge and experience of the Directors and Audit & Supervisory Board
Members.
* If Mr. Keiro Hemmi and Mr. Rikizo Kurosaki are elected as proposed, they will take office as Outside Directors.

Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member
The Company wishes to elect one (1) Substitute Audit & Supervisory Board Member in case there is a shortfall in the number of Audit& Supervisory Board Members specified by laws and regulations.
The consent of the Audit & Supervisory Board has been obtained in regard to this proposal.
The candidates for Substitute Audit & Supervisory Board Members are as follows:

Masahiko Ito

Birth date:
December 15, 1959
Number of the Company’s shares owned:
0 shares
Number of years as a Director:‒ years
Attendance at meetings of the Board of
Directors:‒/‒ meetings

Career summary, positions and responsibilities at the Company
April 1982
Joined General Affairs Department, Tokyo Regional Taxation Bureau
July 1991
National Tax Examiner., Investigation Department 3, Tokyo Regional
Taxation Bureau
July 1992
Securities Trade Examiner, General Coordination and Inspection Division,
Securities and Exchange Surveillance Commission
July 1994
Securities Auditor, Corporate Finance Division, Securities Bureau, Ministryof FinanceJuly 1999
National Tax Examiner, Coordinator, Asset Taxation Department, Matsudo
Tax Branch Office
September 2004 Established Masahiko Ito Tax Accountant Office
May 2011
Director, Chiba Prefectural Small and Medium Enterprise Management
Consultant Association (present）
September 2011 Representative Partner, Ito・Hosoya Tax Corporation (present)
June 2018
Auditor, The Narita Chamber of Commerce and Industry (present)
Reasons for nomination of the candidate for Outside Substitute Audit & Supervisory
Board Member
Mr. Masahiko Ito has been nominated as a candidate for a reserve Audit & Supervisory Board
Member for his highly specialized knowledge of tax affairs and accounting acquired primarily
as an examiner at a government agency. He is expected to apply such knowledge to theCompany’s audit system. Whilst Mr. Ito has never been involved in company management, theCompany judged for the reasons outlined above that he is capable of properly executing theduties required of an Outside Audit & Supervisory Board Member.

Notes: 1. There are no special interests between the Company and the candidate.
2. Mr. Masahiko Ito is a candidate for Substitute Audit & Supervisory Board Member.
3. The liability limitation agreement to be signed if Mr. Masahiko Ito takes office as Outside Audit & Supervisory Board
Member is outlined below.
The Company stipulates in its Articles of Incorporation that the Company may enter into agreements with Outside Audit &Supervisory Board Members to limit their liability for damages to the Company to a certain extent so that the Company will
be able to recruit talented personnel as Audit & Supervisory Board Members. Based on this, if Mr. Masahiko Ito, who is a
reserve Audit & Supervisory Board Member, takes office as Outside Audit & Supervisory Board Member, the Company
will sign a liability limitation agreement stipulating the following with him.
- In cases where Outside Audit & Supervisory Board Members are liable for damages to the Company due to negligenceof their duties, they shall be liable up to the minimum liability amount provided for in Article 425, Paragraph 1 of theCompanies Act.
- The above limitation of liability shall be accepted only when the Outside Audit & Supervisory Board Member has
performed his duties, which caused the liability, in good faith and without gross negligence.
4. The Company has concluded an agreement on liability insurance for officers provided for in Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. The scope of the insured is the directors, auditors, executive officers, andmanagerial employees of the Company and its subsidiaries, and the insured does not bear the insurance premiums. An
insurance company’s insurance will cover the damages and court costs, etc. that the insured is required to pay resulting froma claim for damages due to an act (including inaction) the insured performed based on his or her position as a Director, etc.
of the Company. However, there are certain exemptions in the agreement. For example, damages will not be covered if thedamage is caused by an act the insured performed while recognizing that it will violate laws and regulations. If Masahiko
Ito takes office as Outside Audit & Supervisory Board Member, he will be included in the insured under the insurance policy.
The insurance policy is scheduled to be renewed with the same coverage in the next renewal.
5. Mr. Masahiko Ito meets the requirements for an independent director under the regulations of the Tokyo Stock Exchange,
and if he is appointed as an Outside Audit & Supervisory Board Member, the Company will notify the Tokyo Stock
Exchange of his appointment as an independent officer.

Proposal No. 4 Revision to Remuneration for Directors
The amount of remuneration paid to the Company’s Directors is up to 30 million yen per month (including 1.5 million yen per monthfor Outside Directors) based on the resolution passed at the 27th Ordinary General Meeting of Shareholders held on January 28, 2010.
Taking into account changes in economic conditions and other factors that have emerged since then, the Company proposes that theamount of Directors’ remuneration be revised to the maximum of 60 million yen per month (including 4 million yen per month foroutside Directors). The Company also proposes that the amount of remuneration paid to Directors will not, as in the past, include any
employee salary received by Directors concurrently serving as employees.
The Company judges that this Proposal is appropriate because it has been determined by the Board of Directors by comprehensively
considering the scale of its business, the officers’ remuneration system, the level of remuneration, current number of officers, future
trends, and other factors.
Moreover, the policy concerning decisions on remuneration, etc. of each Director of the Company is as described in pages 29 to 30 of
the business report.
The number of Directors is currently nine (including three Outside Directors), and it will be ten (including four Outside Directors)
subject to approval of Proposal No. 2 as proposed.