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. Securities Code: 4826 September 4, 2023 Start date of measures for electronic provision: August 31, 2023 To Our Shareholders: Akihiko Sakamoto President Computer Institute of Japan, Ltd. 1-2-5 Takashima, Nishi-ku, Yokohama-shi, Kanagawa
Notice of the 48th Annual General Meeting of Shareholders
We are pleased to inform you that the 48th Annual General Meeting of Shareholders of Computer Institute of Japan, Ltd. (the "Company") is scheduled to be held as described below. When convening this general meeting of shareholders, the Company takes measures for providing information in an electronic format and posts items subject to measures for electronic provision on the Company's website as the 48th Annual General Meeting of Shareholders. The Company's website: https://www.cij.co.jp/ir/stock-information/stock-meeting/ (in Japanese) In addition to posting items subject to measures for electronic provision on the Company's website above, the Company also posts this information on the website of the Tokyo Stock Exchange. TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) (Please access the above website, enter the Company's name or securities code, and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information.") If you are not attending the meeting in person, you may exercise your voting rights via the Internet or in writing (by mail). Please review the following Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by one of the following methods by 5:40 p.m. on Wednesday, September 20, 2023 (JST). [Exercising Voting Rights in Writing (by Mail)] Please indicate your vote of approval or disapproval of the proposals on the voting form, and return it by postal mail so that it arrives by the deadline indicated above. [Exercising Voting Rights via the Internet] Please access the voting website designated by the Company (https://evote.tr.mufg.jp/) (in Japanese), use the login ID and temporary password printed on the voting form, and follow the guidance on the screen to enter your vote of approval or disapproval of the proposals. 1. Date and Time: Thursday, September 21, 2023, at 10:00 a.m. (JST) (Reception desk will open at 9:00 a.m.) 2. Venue: The Company’s Seminar Room, 17F, Yokohama Gate Tower 1-2-5 Takashima, Nishi-ku, Yokohama-shi, Kanagawa 3. Purpose of the Meeting: Matters to Be Reported The Business Report, the Consolidated Financial Statements, and the Reports on the 1. audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 48th fiscal year (from July 1, 2022 to June 30, 2023) The Non-consolidated Financial Statements for the 48th fiscal year (from July 1, 2022 2. to June 30, 2023)
Matters to Be Resolved
Proposal No. 1 Proposal No. 2 Proposal No. 3 Election of Nine Directors Election of Two Audit & Supervisory Board Members Election of One Substitute Audit & Supervisory Board Member ● When attending the general meeting of shareholders in person, you are kindly requested to submit the voting form for exercise of voting rights at the reception desk. ● If there is no indication of approval or disapproval of a proposal on a voting form exercised in writing (by mail), it will be treated as an indication of approval. ● For this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them. Of the items subject to measures for electronic provision, the following items have been posted on each of the websites, in accordance with the provisions of relevant laws and regulations and the Company's Articles of Incorporation. Consequently, the relevant items are not included in these documents. Therefore, the Consolidated Financial Statements and Non-consolidated Financial Statements included in these documents are a part of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members in the course of the preparation of their audit reports. Furthermore, these documents are also a part of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Accounting Auditor in the course of the preparation of the financial audit report. 1. Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements 2. Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements ● If changes are made to the items subject to measures for electronic provision, such changes will be immediately posted on the respective websites where they are posted.
Proposals and Reference Information Proposal No. 1
Election of Nine Directors
At the conclusion of this meeting, the terms of office of all nine Directors will expire. Therefore, the Company proposes the election of nine Directors. The candidates for Director are as follows:
New election Candidate for Director to be newly elected Outside Candidate for Outside Director Independent Independent officer as defined by the securities exchange
management, having served in important positions for many years in the Company's Business Division, Sales Division and Management Planning Department and serving as President and Chief Executive Officer of the Company for five years. The Company has determined that he will utilize this experience and insight in overseeing the overall management of the Group and, while leading changes toward the achievement of sustainable growth, will appropriately supervise the execution of business. Therefore, the Company has nominated him as a candidate for Director.
Makoto Oya has a high level of insight in the Company's business and a high level of expertise in the field of software development technology based on his experience as a university professor of information science. The Company has determined that he will utilize this experience and insight and will appropriately supervise the execution of the Company's business. In addition, the Company expects that he will contribute to the realization of more transparent management by providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders. Therefore, the Company has nominated him as a candidate for Outside Director. If he is elected, he will provide guidance from an objective and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determination of their remuneration, etc. as Chair of the Nomination and Compensation Committee. At the conclusion of this meeting, his tenure as Outside Director of the Company will have been 11 years. Candidate
Yuji Kawashima has a high level of insight regarding the Company's business and a wealth of experience and achievements as a corporate manager, having served in important positions and management at companies in the same industry as the Company. The Company has determined that he will utilize this experience and insight and will appropriately supervise the execution of the Company's business. In addition, the Company expects that he will contribute to the realization of more transparent management by providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders. Therefore, the Company has nominated him as a candidate for Outside Director. If he is elected, he will participate from an objective and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determination of their remuneration, etc. as member of the Nomination and Compensation Committee. At the conclusion of this meeting, his tenure as Outside Director of the Company will have been two years.
Noriko Hanakawa has a high level of insight and knowledge regarding the Company's business. The Company has determined that she will utilize this insight and knowledge and will appropriately supervise the execution of the Company's business. In addition, the Company expects that she will contribute to the realization of more transparent management by providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders. Therefore, the Company has nominated her as a candidate for Outside Director. If she is elected, she will participate from an objective and neutral standpoint in the nomination of candidates for Directors and Audit & Supervisory Board Members and the determination of their remuneration, etc. as member of the Nomination and Compensation Committee. Although she has never been directly involved in the management of a company, the Company has determined that she will appropriately fulfill her duties as an Outside Director based on the above reasons. (Notes) 1. There is no special interest between any of the candidates for Director and the Company. 2. Makoto Oya, Yuji Kawashima, Nobuyuki Toda, and Noriko Hanakawa are candidates for Outside Director. 3. The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Makoto Oya, Yuji Kawashima, and Nobuyuki Toda have been designated as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company plans for their designation as independent officers to continue. If the election of Noriko Hanakawa is approved, the Company plans for her designation as an independent officer. 4. The Company has entered into limited liability agreements with Makoto Oya, Yuji Kawashima, and Nobuyuki Toda to limit their liability under Article 423, paragraph (1) of the Companies Act pursuant to the Company's Articles of Incorporation. If their reelection is approved, the Company plans to renew the aforementioned agreement with them. The limitation of liability under such agreements is the amount specified by laws and regulations. If the election of Noriko Hanakawa is approved, the Company plans to enter into the same limited liability agreement with her. 5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The policy covers losses that may arise from assumption of liability of the insured, including Director of the Company, incurred in the course of the performance of duties or receipt of claims pertaining to the pursuit of such liability. If each candidate is elected and assumes the office as Director, the Company plans to include every such Director as an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.
Proposal No. 2
Election of Two Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Naoji Shimadate and Toshihiro Matsuo will expire at the conclusion of this meeting. Therefore, the Company proposes the election of two Audit & Supervisory Board Members. In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal. The candidates for Audit & Supervisory Board Member are as follows:
Candidate
Matsuki Yoshino has a wealth of business experience and a high level of insight in the Company's business, having served in important positions at companies in the same industry as the Company. The Company has determined that he will utilize this experience and insight and will appropriately audit the business execution of the Directors. In addition, the Company has determined that he will contribute to the realization of more transparent management by providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders. Therefore, the Company has nominated him as a candidate for Outside Audit & Supervisory Board Member. (Notes)   1.  There is no special interest between any of the candidates for Audit & Supervisory Board Member and the Company. 2. Tatsuya Akiyama and Matsuki Yoshino are candidates for Outside Audit & Supervisory Board Member. 3. If the election of Tatsuya Akiyama is approved, the Company plans for his designation as an independent officer as provided for by the Tokyo Stock Exchange, Inc. 4. If the election of Tatsuya Akiyama and Matsuki Yoshino is approved, the Company plans to enter into limited liability agreements with them to limit their liability under Article 423, paragraph (1) of the Companies Act pursuant to the Company's Articles of Incorporation. The limitation of liability under such agreements is the amount specified by laws and regulations. 5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The policy covers losses that may arise from assumption of liability of the insured, including Audit & Supervisory Board Member of the Company, incurred in the course of the performance of duties or receipt of claims pertaining to the pursuit of such liability. If each candidate is elected and assumes the office as Audit & Supervisory Board Member, the Company plans to include every such Audit & Supervisory Board Member as an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. Proposal No. 3
Election of One Substitute Audit & Supervisory Board Member
To prepare for a contingency where the number of Audit & Supervisory Board Members falls below that required by laws and regulations, the Company proposes the election of one substitute Audit & Supervisory Board Member in advance. In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal. The candidate for substitute Audit & Supervisory Board Member is as follows:
Reasons for nomination as candidate for Outside Audit & Supervisory Board Member Kunihiko Shigeyama has a wide range of experience and a high level of insight in corporate management and regulatory compliance, having served in important positions for many years in internal audit and sales divisions in Toyo Securities Co., Ltd. The Company has determined that he will utilize this experience and insight and will appropriately audit the business execution of the Directors. In addition, the Company has determined that he will contribute to the realization of more transparent management by providing opinions from an independent and objective standpoint based on the viewpoints of shareholders and all other stakeholders. Therefore, the Company has nominated him as a candidate for Outside Audit & Supervisory Board Member. (Notes) 1. There is no special interest between Kunihiko Shigeyama and the Company. 2. Kunihiko Shigeyama is a candidate for substitute Outside Audit & Supervisory Board Member. 3. If Kunihiko Shigeyama assumes the office as Audit & Supervisory Board Member of the Company, the Company plans for his designation as an independent officer as provided for by the Tokyo Stock Exchange, Inc. and submission of a notification to the aforementioned exchange. 4. If Kunihiko Shigeyama assumes the office as Audit & Supervisory Board Member of the Company, the Company plans to enter into a limited liability agreement with him to limit his liability under Article 423, paragraph (1) of the Companies Act pursuant to the Company's Articles of Incorporation. The limitation of liability under such agreement is the amount specified by laws and regulations. 5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The policy covers losses that may arise from assumption of liability of the insured, including Audit & Supervisory Board Member of the Company, incurred in the course of the performance of duties or receipt of claims pertaining to the pursuit of such liability. If Kunihiko Shigeyama is elected and assumes the office as Audit & Supervisory Board Member, the Company plans to include him as an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.