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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 2146)
June 8, 2023
(Start date of measures for electronic provision: June 1, 2023)
To Shareholders with Voting Rights:
Yoichi Wakayama
President and Representative Director
UT Group Co., Ltd.
1-11-15 Higashi-Gotanda, Shinagawa-ku,TokyoNOTICE OF
THE 16TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
UT Group Co., Ltd. (the “Company”) would hereby like to inform you that the 16th Annual General
Meeting of Shareholders will be held for the purposes described below.
When convening this General Meeting of Shareholders (hereinafter, also referred to as “this meeting”), theCompany takes measures for providing information contained in the reference documents for the general
meeting of shareholders, etc. (matters for which measures for providing information electronically are to betaken; hereinafter also referred to as “matters subject to measures for electronic provision”) electronically andposts the matters subject to measures for electronic provision as “Notice of the 16th Annual General Meetingof Shareholders” on the following websites including the Company’s website.
The Company’s website: https://www.ut-g.co.jp/english/ir/library/meeting/
Net de Shoshu (online convocation): https://s.srdb.jp/2146/ (available in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view this information on the TSE website, please enter the issue name (company name) or theCompany’s stock exchange code to search and click “Basic information.” Then select “Documents for publish
inspection/PR information,” and click “Click here for access” under “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting.”
Pursuant to the provisions of the Company’s Articles of Incorporation, this General Meeting ofShareholders will be held as a general meeting of shareholders with its venue undesignated (i.e., virtual-only
meeting of shareholders). The Company will therefore hold this meeting only via the Internet without aphysical meeting location, and shareholders are kindly requested to attend the meeting online by following theattached Overview of the Virtual-only Meeting of Shareholders and Operation of the Virtual-only Meeting of
Shareholders (available in Japanese).
For shareholders not attending the meeting on the day or shareholders who are scheduled to attend themeeting but wish to prepare for a communication failure or other circumstances that might occur during themeeting on the day, they can exercise their voting rights in advance, in writing or via the Internet. Please-1-review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by 6:00 p.m. on Friday, June 23, 2023, Japan time.
1. Date and Time:

2. Method:

Saturday, June 24, 2023 at 10:00 a.m. Japan time
(Live streaming will start at 9:30 a.m. Japan time)If, due to communication failures or other circumstances, the meeting cannot beheld on the above date and time, it will be postponed to Sunday, June 25, 2023
at 10:00 a.m.
Virtual-only meeting of shareholders
This meeting will be held as a general meeting of shareholders with its
venue undesignated. There will be no physical meeting location where ourshareholders can attend in person.
For details on how to attend, please review the attached Overview of the
Virtual-only Meeting of Shareholders and Operation of the Virtual-only
Meeting of Shareholders (available in Japanese).

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
16th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 16th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal:
Election of Two (2) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)-2-

4. Matters omitted fromwritten documents due
to measures forelectronic provision:

The amended Companies Act requires that the matters subject to measures forelectronic provision be viewed on each website in principle and delivered inwriting only to those shareholders who requested by the record date that it bedelivered on paper. However, for this meeting, the Company decided to deliver
the written documents (paper copy) stating the matters subject to measures forelectronic provision to all shareholders regardless of their request for thedelivery of the written documents.
Of the matters subject to measures for electronic provision, those listed below
are therefore not included in the written documents delivered to shareholders inaccordance with the provisions of laws, regulations, and Article 15 of theCompany’s Articles of Incorporation. These written documents, therefore,
comprise only some of those audited by the Accounting Auditor and the Audit& Supervisory Committee in preparing their audit reports.
◆The following items from the Business Report:Status of Business in the Fiscal Year Under Review*1, Trends in Assets andIncome, Issues to Be Addressed, Principal Businesses, Principal Business
Locations, Employees, Major Lenders, Other Important Matters Concerning theCurrent State of the Corporate Group, Shares, Share Acquisition Rights, OtherImportant Matters Related to the Company’s Stock, Company Officers*2,Accounting Auditor, Systems to Ensure Proper Business Operation and Statusof Operation, (Reference) Initiatives to Strengthen Corporate Governance,
Policy Regarding Decisions on Dividends of Surplus, etc.
◆The following items from the Consolidated Financial Statements:
Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated
Statement of Changes in Shareholders’ Equity, Notes to the Consolidated
Financial Statements◆The following items from the Non-consolidated Financial Statements:
Non-consolidated Balance Sheet, Non-consolidated Statement of Income,Non-consolidated Statement of Changes in Shareholders’ Equity, Notes to theNon-consolidated Financial Statements◆The following items from the audit reports:
Accounting Auditor’s Report on the Consolidated Financial Statements,
Accounting Auditor’s Report on the Non-consolidated Financial Statements,
Audit Report by the Audit & Supervisory Committee*1 Business Progress and Results, from Status of Business in the Fiscal Year Under Review,are presented on the aforementioned websites.
*2 Overview of Liability Limitation Agreement and Status of Activities of Outside Officers
during the Fiscal Year Under Review and Summary of Duties Performed Relating to
Their Expected Roles, from Company Officers, are presented on the aforementionedwebsites.

 If circumstances arise that require revisions to the matters subject to measures for electronic provision, theCompany will post the matters before and after the revisions on the following websites.
The Company’s website: https://www.ut-g.co.jp/english/ir/library/meeting/
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Net de Shoshu (online convocation): https://s.srdb.jp/2146/ (available in Japanese) To prepare for a communication failure that may cause a significant disruption to the meeting proceedings,
a resolution will be passed at the beginning of this meeting to allow the Chair of the meeting to decide topostpone or continue the meeting. If, upon such resolution, the Chair decides to postpone or continue themeeting, the postponed or continued meeting will be held on Sunday, June 25, 2023 at 10:00 a.m. Japan
time. In such case, the Company will promptly post a notice to that effect on the Company’s website.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal: Election of Two (2) Directors (Excluding Directors Who Are Audit & Supervisory CommitteeMembers)
The terms of office of all two (2) Directors (excluding Directors who are Audit & Supervisory Committee
Members; the same applies hereinafter in the proposal) will expire at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, the election of two (2) Directors is proposed.
The candidates are as follows.
The candidates have been deliberated on and approved by the Nomination and Compensation Committee.
Attendance atmeetings of the Years in office
Current position at the Company
as a Director
Board ofDirectorsNo.

Name1

Yoichi Wakayama

Reappointment

President and Representative
Director

16/16 meetings(100%)

16 years2

Manabu Sotomura

Reappointment

Director16/16 meetings(100%)

4 years(Notes)1.

2.

The Company has entered into a directors and officers liability insurance contract with an insurance company. Eachcandidate appointed as a Director will be included as an insured person under the insurance contract, which theCompany intends to renew with the equivalent contents in July 2023.
There are no special interests between Mr. Yoichi Wakayama or Mr. Manabu Sotomura and the Company.

-4-No.

Name(Date of birth)

Past experience, positions and responsibilities at the Companyand significant concurrent positions

Joined Temporary Center Inc.
Joined Crystal Co., Ltd.
Established Seibu Corporation
Senior Managing Director
Yoichi Wakayama
Established Aim CIC Company
April1995(February 23, 1971)
9,031,178
President and Representative Director
Reappointment
President and Representative Director of Nihon Aim Co., Ltd.
July 1996(currently UT Aim Co., Ltd.)
President and Representative Director of the Company (currentApril 2007position)[Reasons for selection as a candidate for Director and expected roles]
Mr. Yoichi Wakayama has adequate experience and deep insight accumulated as a corporate manager for many years, since
the establishment of the Company. He has been leading the development of the Group’s business while demonstratingstrong leadership for continuous growth of the Group. He was selected as a candidate for Director with the expectation that
he will continue to fulfill an appropriate role for business expansion and overall management.
Joined Recruit Co., Ltd.
April 1991
General Manager of HR Headquarters, Integrated Planning
April 2002
Department, Recruit Co., Ltd.
General Manager of HR Department and General Manager ofApril 2006
General Affairs Department, Recruit Co., Ltd.
Company Officer of HR Company, New Graduates Planning
April 2011
Section, Recruit Co., Ltd.
Corporate Officer of BELLSYSTEM24, Inc.
May 2012
Managing Corporate Officer of BELLSYSTEM24, Inc.
March 2014
Corporate Officer of BELLSYSTEM24 Holdings, Inc.
March 2014
Joined the Company; Senior Executive Officer, General
June 2017Manager of President’s Office of the Company
Auditor of UT Life Support Co., Ltd.
July 2017
Director of the Company (current position)
June 2019
Manabu Sotomura April 2020
Senior Executive Officer, Division Manager of the Management(January 21, 1968)
Reformation Division of the Company
1,500
Director of UT Construction Co., Ltd.
Reappointment
April 2020
Director of UT Technology Co., Ltd. (current position)
April 2021Director of UT Aim Co., Ltd.
April 2022
Executive Officer, Division Manager of the Manufacturing
April 2023
Business Division, the Area Strategy Business Division, theStrategic Investment Business Division and the Service
Development Division of the Company (current position)
Representative Director of UT Aim Co., Ltd. (current position)
April 2023
Representative Director of UT Connect Co., Ltd (currentApril 2023position)
Director of UT SURI-EMU Co., Ltd. (current position)
April 2023
Director of FUJITSU UT Co., Ltd. (current position)
April 2023
Director of UT FSAS CREA Co., Ltd. (current position)April 2023
Director of UT Construction Co., Ltd. (current position)
April 2023
Director of UT Toshiba Co., Ltd. (current position)
April 2023
[Reasons for selection as a candidate for Director and expected roles]
As Director responsible for the administration of all business divisions, Mr. Manabu Sotomura has leveraged his wealth ofpractical experience in human resources and sales domain and knowledge of overall management to contribute tomanagement of the Company’s operating companies. He was selected as a candidate for Director with the expectation that
he will leverage this experience to deepen and review strategies of the Company’s operating companies, as well as further
expand their business and enhance their management structure.
October 1989
September 1991
May 1994

12

Number ofshares of theCompany held-5-

(Reference)
Skills Matrix of the Board of Directors and the Audit & Supervisory Committee(If Each Candidate Is Appointed at this General Meeting of Shareholders)
Attributes●●

Hirokazu Mizukami●●

Koichi Shima

●

●

●

●

-6-●
●

●

●
●

Legal and risk management●●

Hiroko Sasaki

Finance and accounting●

Personnel and humanresources development●●

Taisuke Igaki
Directors who
are Audit &Supervisory
Committee
Members

Business development

●M&A

●

Global business

Manabu Sotomura

Human resources businessDirector

Corporate management

Yoichi Wakayama

Gender: female

Independent

President andRepresentative
Director

Required experience and expertise●●●●●