This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9790
June 1, 2023
(Commencement date of electronic
provision measures: May 31, 2023)
To Shareholders with Voting Rights:
Koichi Sato
Representative Director and President
FUKUICOMPUTER HOLDINGS, Inc.
1-2501 Takagi-chuo, Fukui-shi, Fukui, JapanNOTICE OF
THE 44th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 44th Annual General Meeting of Shareholders of FUKUICOMPUTERHOLDINGS, Inc. (the “Company”) will be held as described below.
The Company has taken electronic provision measures in convening this General Meeting of
Shareholders and has posted the matters subject to electronic provision measures on the following
website on the Internet as “Notice of the 44th Annual General Meeting of Shareholders” and “Other
Matters Provided Electronically for the 44th Annual General Meeting of Shareholders (Matters Omitted
from the Paper Copy).”
The Company’s website
https://hd.fukuicompu.co.jp/ir/holders_meeting.html
In addition to the above, such matters have also been posted on the website of Tokyo Stock Exchange,
Inc., as follows. Please access the following website, search for “FUKUI COMPUTER HOLDINGS” in
the issue name (company name) or “9790” in the securities code field, and select “Basic information,”“Documents for public inspection/PR information” and “Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting” to review the information.
Website of Tokyo Stock Exchange, Inc. (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the Reference Documents for the General Meeting of Shareholders posted in
the matters subject to electronic provision measures, and exercise your voting rights by no later thanThursday, June 22, 2023, 6:00 p.m. Japan time in accordance with the following guidance.

-1-1. Date and Time:

Friday, June 23, 2023 at 11:00 a.m. Japan time

2. Place:

8th floor of AOSSA, Fukui Prefecture Kenmin Hall
1-4-1 Teyose, Fukui-shi, Fukui, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 44th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 44th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Five (5) Directors (Excluding Directors Who Are Audit andProposal 2:
Supervisory Committee Members)○ When attending the meeting, please submit the enclosed voting rights exercise form at the reception
desk.
○ The document sent to you also serves as a document describing matters subject to electronic provision
measures based on a request for delivery of document. In accordance with provisions of laws andregulations as well as Article 18 of the Company’s Articles of Incorporation, the following matters are
not stated. Accordingly, these documents are part of the documents audited by the Audit andSupervisory Committee and the Accounting Auditor in preparing the audit report.
- “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements- “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements○ Should the matters subject to electronic provision measures require any revisions, such revisions will
be posted on the respective websites where said matters are posted.

-2-

Guide to Exercising Voting Rights
Exercising voting rights in writing
Please indicate your approval or disapproval of the proposals on the enclosed voting form and returnit to us so that it arrives by the exercise deadline. If there is no indication of approval or disapproval of
proposals on the voting form, it will be treated as an intention of approval.
Exercise deadline: To arrive by 6:00 p.m. on Thursday, June 22, 2023
Exercising voting rights via the Internet
Please refer to the “Guide to Exercising Voting Rights via the Internet, etc.” on the next page,access the website for exercising voting rights, and enter your approval or disapproval by theexercise deadline.
To exercise your voting rights via smartphone, please use the “Smart Exercise” function.
Exercise deadline: 6:00 p.m. on Thursday, June 22, 2023
Exercise of voting rights by attending the meeting in person
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Date and Time of the General Meeting of Shareholders: 11 a.m. on Friday, June 23, 2023
(Reception starts at 10 a.m.)- If you exercise your voting rights both in writing and via the Internet, etc., we will treat the exercise via
the Internet, etc. as a valid exercise of your voting rights. If you exercise your voting rights more thanonce via the Internet, etc., we will treat the last exercise as a valid exercise of your voting rights.
- Internet-related costs (connection fees, communication fees, etc.) shall be borne by the shareholder.
- You may not be able to use the voting rights exercise website depending on your Internet environment, theservices you subscribe to or the model you use.

-3-

Guide to Exercising Voting Rights via the Internet, etc.
How to read a QR code
“Smart Exercise”
You can log in to the voting website without entering your voting code and password.
1.

Please scan the QR code on the bottom right corner of the voting form.

2.

After that, please follow the on-screen instructions to indicate your vote for or against the proposals.
- “Approve” all Company proposals- Vote on each proposal individually

You may exercise your voting rights only once using the “Smart Exercise” function.
If you wish to change the details of your vote after exercising your voting rights, please log in and exercise
your voting rights again by entering the “Voting Code” and “Password” indicated on the Voting Rights
Exercise Form in accordance with the “How to enter the Voting Code and Password for exercising voting
rights” shown on the right.
* If you scan the QR code again, you can access the website for exercising voting rights shown on the right.
* QR code is a registered trademark of DENSO WAVE INCORPORATED.

How to enter the Voting Code and Password for exercising voting rights
Voting rights exercise website:
https://www.web54.net
1.
2.
3.

4.

Access the voting rights exercise website and click “Continue.”
Please enter the “Voting Code” shown on the lower left-hand side of the back of the Voting Rights
Exercise Form and click “Login.”
Please enter the “Password” indicated on the lower left-hand side of the back of the Voting Rights
Exercise Form.
Enter the “Initial Password,” and then set a new password that you will actually use.
Click “Register.”
After that, please follow the on-screen instructions to indicate your vote for or against the proposals.

For inquiries regarding the exercise of voting rights via the Internet
If you have any questions regarding the exercise of voting rights via the internet, please contact the following.
Securities Agent Web Support Hotline, Sumitomo Mitsui Trust Bank Limited

Telephone: 0120-652-031 (toll free) Business hours: 9:00 a.m. to 9:00 p.m.
For other inquiries, including requests for forms, please contact 0120-782-031 (toll free).
Business hours: 9:00 a.m. to 5:00 p.m.

To Institutional Investors
You may also exercise your voting rights electronically via the “Platform for Electronic Voting Rights
Exercise” operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We would like to appropriate our surplus as follows.
Matters concerning year-end dividend
Our basic dividend policy is to distribute dividends, emphasizing the return of profits to our shareholders.
Concerning the year-end dividend for the fiscal year under review, we would like to pay an ordinary
dividend of 60 yen per share as follows.
(1) Type of dividend property
Cash(2) Matters concerning allotment of dividend property and total amount thereof
60 yen per share of common stock of the Company for a total dividend amount of 1,240,512,600 yen(3) Effective date of distribution of surplus
June 26, 2023

-5-

Proposal 2:

Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all three (3) Directors (excluding the Directors who are Audit and Supervisory
Committee Members; hereinafter the same shall apply in this proposal) will expire at the conclusion ofthis General Meeting of Shareholders.
Therefore, in order to enhance the expertise and diversity of the Board of Directors and strengthen
sustainability-oriented management, the Company proposes to increase the number of Outside Directors by
two (2) and to elect five (5) Directors. Please refer to page 14 for the opinion of the Audit and Supervisory
Committee regarding this proposal.
The candidates for Director are as follows.
No.

Name

1

Koichi Sato

Current positions at the Company
Representative Director and President[Reappointment]

Managing Director
2

Akira Hashimoto

General Manager, Corporate Management
Division[Reappointment]

3

Tadashi Sugita

Director[Reappointment]

4

Kenji Sakaguchi

5

Yao Jun[New appointment][Outside][Independent][New appointment][Outside][Independent][New appointment] New candidate for Director[Reappointment]

Candidate for reappointment as Director[Outside]

Candidate for Outside Director[Independent]

Independent Director stipulated by the rules of the stock exchange

-6-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1998
October 2007
February 2008
April 2012
July 2012
November 2017

Koichi Sato
(December 16, 1963)
1[Reappointment]
February 2022
[Attendance at theBoard of Directors
meetings]
15/15

April 2022

Joined the Company
General Manager, Kansai Office, the Company
Executive Officer and General Manager, Kansai
Office, the Company
Executive Officer and General Manager, SalesManagement Division, the Company
Director and General Manager, Sales
Headquarters, FUKUICOMPUTER ARCHITECT,
Inc
Director, the Company
Representative Director and President,
FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER, Inc
Director, FUKUICOMPUTER SMART, Inc
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc
Representative Director and President, theCompany (to present)
Director, FUKUICOMPUTER ARCHITECT, Inc

Number ofshares of theCompany held

5,200

[Significant concurrent positions]―[Reason for nomination as a candidate for Director]
Mr. Koichi Sato has a wealth of experience and knowledge in corporate management and administration, having
served in important positions in sales divisions of the Company, such as the general manager of a branch office andGeneral Manager of the Sales Headquarter, as well as Representative Director and President of FUKUICOMPUTERARCHITECT, Inc. The Company has nominated him as a candidate for a Director since it believes, based on his
experience and achievements, that he will be able to demonstrate strong leadership in the growth of future business of
the Group and the enhancement of corporate value and to energetically lead the entire Group.

-7-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
October 1990
April 2001
June 2001
June 2005
April 2006
April 2011
July 2012
April 2013
July 2013
June 2016
November 2017

Akira Hashimoto(April 28, 1964)
2[Reappointment]

January 2018
June 2020[Attendance at theBoard of Directors
meetings]
15/15
June 2022
April 2023

Joined the Company
General Manager, Sales Planning Division, theCompany
Executive Officer and General Manager, Sales
Planning Division, the Company
Director and General Manager, Sales Planning
Division, the Company
Director, General Manager, CAD Promotion
Division, and General Manager, Support Center, theCompany
Director and General Manager, CS/CRM Business
Division, the Company
Director, General Manager, Business Promotion
Division, and General Manger, Customer Support
Center, FUKUICOMPUTER, Inc
Director and General Manger, Customer Support
Center, FUKUICOMPUTER, Inc
Representative Director and President,
FUKUICOMPUTER SMART, Inc
Executive Officer and General Manager in charge ofSales Headquarters, FUKUICOMPUTER, Inc
Director, General Manager, Corporate Administration
Headquarters, the Company
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER, Inc
Director, FUKUICOMPUTER SMART, Inc
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER ARCHITECT, Inc (to present)
Audit & Supervisory Board Member,
FUKUICOMPUTER, Inc (to present)
Audit & Supervisory Board Member,
FUKUICOMPUTER SMART, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER SYSTEM, Inc (to present)
Managing Director, General Manager, Corporate
Management Division, the Company (to present)
Director and COO, and Executive Officer,
FUKUICOMPUTER SMART, Inc (to present)

Number ofshares of theCompany held

4,000

[Significant concurrent positions]・ Audit & Supervisory Board Member, FUKUICOMPUTERARCHITECT, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER SYSTEM,
Inc
・ Director and COO, and Executive Officer, FUKUICOMPUTER
SMART, Inc[Reason for nomination as a candidate for Director]
Mr. Akira Hashimoto has been involved in sales planning, promotion, support services and business management
operations, and has experience and extensive knowledge in the various divisions of the Group through serving as
Directors of Group companies. He is also responsible for audit and supervision of the management as Audit &Supervisory Board Member of Group companies. The Company has nominated him as a candidate for Director since
it believes that he can contribute to future business management of the Group.

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
November 1987
April 1998
April 2004
October 2006
April 2011
April 2012

Tadashi Sugita(July 14, 1964)
3

June 2012
July 2012[Reappointment]

June 2016
April 2018

[Attendance at theBoard of Directors
meetings]
15/15

June 2019
June 2020

Joined the Company
General Manager, Kyushu Office, the Company
Executive Officer and General Manager, Chubu
Office, the Company
Executive Officer and General Manager in chargeof Civil Engineering, the Company
Executive Officer and General Manager, Civil
Engineering and Surveying Sales Management
Division, the Company
Executive Officer, General Manager, Sales
Headquarters, and General Manager, Civil
Engineering and Surveying Sales Management
Division, the Company
Director, the Company
Representative Director and President,
FUKUICOMPUTER, IncManaging Executive Officer, the Company
Representative Director and President,
FUKUICOMPUTER, Inc (to present)
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER SMART, Inc
Director, the Company (to present)
Director, FUKUICOMPUTER SYSTEM, Inc (topresent)

Number ofshares of theCompany held

13,200[Significant concurrent positions]・ Representative Director and President, FUKUICOMPUTER, Inc・ Director, FUKUICOMPUTER SYSTEM, Inc[Reason for nomination as a candidate for Director]
Mr. Tadashi Sugita has served in the sales division since joining the Company, and possesses a wide range of
operational experience and management knowledge. He is currently the Representative Director and Presidentof FUKUICOMPUTER, Inc, leading the company as a whole and playing a central role in promoting civilengineering and surveying-related businesses. The Company has nominated him as a candidate for Director
since it believes that he can utilize his experience and achievements in the business management of the Group.

-9-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
September 2015
September 2015
September 2016
September 2016
July 2019
May 2020

Established ProfitMakers, inc., Director
Joined wizpra, Inc. (currently EmotionTech, Inc.)
Representative Director, ProfitMakers, inc. (topresent)
Director, wizpra, Inc. (currently EmotionTech, Inc.)
Director, Hands-on, inc. (to present)
Director, Beauty Terminal, inc. (to present)

Kenji Sakaguchi(October 10, 1979)

4[New appointment][Outside][Independent][Attendance at theBoard of Directors
meetings]―

Number ofshares of theCompany held―

[Significant concurrent positions]・ Representative Director, ProfitMakers, inc.
・ Director, Hands-on, inc.
・ Director, Beauty Terminal, inc.

[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Kenji Sakaguchi has been engaged in the development and operation of services utilizing advanced
technologies as Representative Director and Directors of companies that develop businesses with strengths in
the IT field, particularly engineering, and has advanced technical capabilities and business acumen. The
Company has nominated him as a candidate for Outside Director with the expectation that he will draw on thisexperience and provide useful advice on the formulation of the Company’s technology strategy, theimplementation of the Company’s business strategy, and issues to be addressed by the Company.

- 10 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 2009
April 2011
April 2013
June 2013
April 2015
September 2015

Yao Jun(January 18, 1977)[New appointment][Outside][Independent]
5[Attendance at theBoard of Directors
meetings]―

April 2018
April 2023

Number ofshares of theCompany held

Research Fellowship, Japan Society for the
Promotion of Science
Assistant Professor, College of Business
Administration, Ritsumeikan University
Visiting Researcher, University of Padua (Italy)
Visiting Researcher, The Australian National
University
Lecturer, School of Commerce, Meiji University
Researcher, Aarata Institute,
PricewaterhouseCoopers Aarata, (currently
PricewaterhouseCoopers Aarata LLC (to present)
Associate Professor, School of Commerce, Meiji
University
Professor, School of Commerce, Meiji University(to present)―[Significant concurrent positions]
・ Researcher, Aarata Institute, PricewaterhouseCoopers Aarata LLC
・ Professor, School of Commerce, Meiji University[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Yao Jun has served as a visiting researcher and a professor at universities in Japan and overseas. The
Company believes that she will be able to provide appropriate advice at the Company’s Board of Directors
meetings from a wide range of perspectives, including internationality, environmental and social aspects, anddiversity, for the further promotion of the Company’s sustainability-oriented management. In addition, in
expectation that she will demonstrate an appropriate supervisory function by leveraging her extensive
experience thus far in light of the external environment that is changing significantly on a global basis, theCompany has nominated her as a candidate for Outside Director. Although she has never been directly involvedin corporate management, the Company believes that she will be able to appropriately perform duties as an
Outside Director for the above reasons.
Notes: 1. Mr. Kenji Sakaguchi and Ms. Yao Jun are new candidates for Director.
2. There are no special interests between each candidate and the Company.
3. Mr. Kenji Sakaguchi and Ms. Yao Jun are candidates for Outside Director.
4. Mr. Kenji Sakaguchi and Ms. Yao Jun satisfy the requirements for Independent Directors as
stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Independent
Directors” stipulated by the Company, and the Company has designated them as Independent
Directors and plans to notify the Exchange of their designation. For the “Criteria for Independenceof Independent Directors,” please refer to page 14.
5. The Company plans to conclude a contract limiting the liability for damage stipulated in Article
423, Paragraph 1 of the Companies Act with each of Mr. Kenji Sakaguchi and Ms. Yao Jun basedon the provisions of Article 427, Paragraph 1 of the same Act. The limit amount of liability fordamage based on the contract concerned shall be the minimum limit amount of liability stipulated
in Article 425, Paragraph 1 of the same Act.

- 11 -

6. The Company has entered into a directors and officers liability insurance contract with aninsurance company that insures all Directors and Executive Officers of the Company and of its
subsidiaries as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under the said
insurance contract, damage caused as a result of the insured Directors and Executive Officers
assuming responsibilities regarding the execution of their duties or receiving claims pertaining to
the pursuit of such responsibilities shall be covered. However, there are certain exemptions. For
example, damage caused as a result of any conduct committed while knowing that the conduct isin violation of laws and regulations shall not be covered. In addition, the premiums are paid by theCompany, including riders. Therefore, the insured parties do not bear the actual premiums. Eachcandidate will be included as the insured under the relevant insurance policy, which is scheduled
to be renewed with the same conditions during the term of office.

- 12 -

Name

Current Positions at Corporate
the Company
Management

Sales &
Industry

Koichi Sato

Representative
Director andPresident

●

●

Akira
HashimotoManaging Director●●

Tadashi Sugita

Director

●

●

Kenji
Sakaguchi

Outside Director●

Yao JunOutside Director

Director(Audit andAkira Igarashi
Supervisory
Committee Member)
Outside Director
Masaru(Audit and
TakahashiSupervisory
Committee Member)
Outside Director
Tokuya(Audit andShinatani
Supervisory
Committee Member)
Outside Director(Audit andKisei Kanda
Supervisory
Committee Member)

Development Finance andand R & D Accounting

Legal and
Sustainability
Compliance

●
●

●

●

●

●

●
●

●

●
●

●

●

●

* Sustainability includes elements of human resources strategy, ensuring diversity, and corporate governance.
* If Proposal 2 is passed and approved as originally proposed, there will be four Internal Directors and fiveOutside Directors out of nine Directors including four non-reelected Directors who are Audit and Supervisory
Committee Members. All of the five Outside Directors will be Independent Directors.

- 13 -

Opinion of the Audit and Supervisory Committee
The Audit and Supervisory Committee has discussed the election and compensation of the Company’s
Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same
shall apply), including the confirmation of the discussion that took place at the Nomination and Compensation
Committee. The Company has determined that each of the candidates are qualified as a candidate for Director
based on an evaluation of the status of their business execution, business performance and other factors during
the fiscal year under review. In addition, with regard to the compensation of Directors, the Company believes
that the content of the compensation, etc. is appropriate, having confirmed the compensation structure,
specific method of calculating compensation, and other matters.

Criteria for Independence of Independent Directors
To protect general shareholders, the Company has established the criteria for the independence ofIndependent Directors as follows, and appoints Independent Directors from among those who aredetermined to be independent in light of the criteria.
1. A person is not currently an executive (Note 1) of the Group (the Company and its consolidated
subsidiaries) nor had not been an executive thereof in the past ten years.
2. The person him/herself does not currently fall nor in the past three years had fallen under any of
the following:(1) An executive of a major business partner (Note 2) of the Group.
(2) An executive of a major lender (Note 3) to the Group.
(3) A consultant, an accounting professional, such as a certified public accountant, or a legal
professional, such as an attorney, who receives a significant amount of money or other property(Note 4) from the Group other than as director compensation (in the case of an organization,such as a legal entity or a partnership, a person who belongs to such organization).
(4) A person from a company that has a relationship of reciprocal appointment of outside officers(Note 5) with the Company.
(5) A person who has received a significant amount of donations (Note 6) from the Group (in thecase of an organization, such as a legal entity, an executive of such organization).
3. A spouse or a relative within the second degree of kinship does not fall under either 1. or 2. above.
Notes: 1. An “executive” refers to an executive director, corporate officer, executive officer, manager orother employees.
2. A “major business partner” refers to a business partner that received a payment from the Groupequivalent to 2% or more of consolidated net sales of said business partner in the most recent
business year, or a business partner that made a payment to the Group equivalent to 2% or moreof consolidated net sales of the Group in the most recent business year.
3. A “major lender” is a financial institution that lends money to the Group in an amountequivalent to 2% or more of consolidated total assets of the Group.
4. A “significant amount of money or other property” refers to money and/or property that, in theaggregate, amount to 10 million yen or more per business year.
5. A “reciprocal appointment of outside officers” refers to cases where a person from the Group
serves as an outside officer of another company, while at the same time a person from suchcompany serves as an outside officer of the Company.
6. A “significant amount of donations” refers to donations in an average amount of 10 million yen
per year over the past three business years or 30% of the organization’s total annual expenses,
whichever is greater.
.

- 14 -