ジャステック（9717） – NOTICE OF CONVOCATION OF THE 51ST ORDINARY GENERAL MEETING OF SHAREHOLDERS

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 no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders with Voting Rights: (Stock Exchange Code 9717) February 3, 2022 Noboru Nakatani Representative Director, President and CEO JASTEC Co., Ltd. 3-5-23, Takanawa, Minato-ku, Tokyo NOTICE OF CONVOCATION OF THE 51ST ORDINARY 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 51st Ordinary General Meeting of Shareholders of JASTEC Co., Ltd. (the “Company”) will be held for the purposes as described below. Recently, the spread of coronavirus disease (COVID-19) is a concern. In due consideration of the situation, we have decided to hold the meeting with appropriate measures in place to prevent infection. In order to mitigate the infection risk of shareholders and officers and employees of the Company, shareholders are kindly asked to exercise their voting rights in advance in writing or via the Internet and refrain from visiting the venue on the day of the meeting by all means, regardless of their health condition. The Company accepts questions from shareholders in advance in writing or via e-mail (info@jastec.co.jp). Matters that attract the keen interest of shareholders will be explained at the meeting, and a video of the proceedings will be posted on the Company’s website on a later date. Please review the attached Reference Documents for the General Meeting of Shareholders, exercise your voting rights for or against the proposals in writing or by an electromagnetic means via the Internet by 6:00 p.m. Japan time on Thursday, February 24, 2022. 1. Date and Time: 2. Venue: Friday, February 25, 2022 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.) Daigo East banquet hall at Sheraton Miyako Hotel Tokyo 1-1-50, Shirokanedai, Minato-ku, Tokyo, Japan 3. Meeting Agenda: Matters to be reported: The Business Report and Non-consolidated Financial Statements for the 51st term (December 1, 2020 – November 30, 2021) Proposals to be resolved: Proposal 1: Proposal 2: Distribution of Surplus Election of Seven Directors Who Are Not Members of the Audit & Supervisory Committee Election of Three Directors Serving as Audit & Supervisory Committee Members Election of One Substitute Director Serving as Audit & Supervisory Committee Member Payment of Retirement Bonuses to Retiring Directors Proposal 3: Proposal 4: Proposal 5: – 1 – ◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. If attending the meeting by proxy, the proxy shall be another shareholder of the Company having voting rights. In that case, please note that a document evidencing the proxy’s power of representation needs to be submitted. You are kindly asked to bring this Notice as meeting materials to save resources. ◎ The following documents of the Appendix are posted on the Company’s website (https://www.jastec.co.jp) in accordance with provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation and therefore are not provided in the Appendix of this Notice. ・Systems for Ensuring the Appropriateness of Business Operation (Basic Policy for Establishing Internal Control System) and Implementation Status of the Systems for Ensuring the Appropriateness of Business Operation in the Business Report ・Notes to Non-consolidated Financial Statements The Business Report and Non-consolidated Financial Statements provided in the Appendix are part of the Business Report and the Non-consolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Committee in preparing the Accounting Audit Report and Audit Report, respectively. ◎ Any changes to the Reference Documents and Appendix for the General Meeting of Shareholders attached to this Notice of Convocation of the 50th Ordinary General Meeting of Shareholders will be posted on the Company’s website (https://www.jastec.co.jp). ◎ The measures described above are subject to change depending on the status of the pandemic of COVID-19, government announcements and other conditions. Shareholders are kindly requested to check updates on the Company’s website (https://www.jastec.co.jp) in addition to this Notice. – 2 – Reference Documents for the General Meeting of Shareholders Proposal 1: Distribution of Surplus The Company determines its dividend policy with a comprehensive view to factors such as the dividend payment ratio as well as maintaining stable dividends corresponding to revenue and profit while keeping internal reserves needed for the future expansion of management base. The year-end dividend for the 48th term is proposed as follows by taking into consideration the operating results of the current term and future business development while maintaining stable dividends. (1) Type of dividend property Cash (2) Items related to the allocation of dividend property and its total amount 50 yen per common share; total of 844,700,050 yen (3) Date the distribution of surplus comes into effect February 28, 2022 – 3 – is proposed. Proposal 2: Election of Seven Directors Who Are Not Members of the Audit & Supervisory Committee The terms of office of all seven Directors who are not members of the Audit & Supervisory Committee will expire at the conclusion of this General Meeting. Accordingly, the election of seven Directors who are not members of the Audit & Supervisory Committee The candidates are as follows. With regard to this Proposal, the Audit & Supervisory Committee has expressed its opinion that there are no matters of note in accordance with the Companies Act regarding the election of Directors who are not members of the Audit & Supervisory Committee. No. Name 1 Reappointment Shigeru Kamiyama Chairman of the Company Attendance at the meetings of the Board of Directors held in the fiscal year under review 13/13 (100%) Positions and responsibilities currently held at the Company Representative Director, President and Chief Executive Officer Director; Vice President; Operation Reform General Manager and Quality Management System Officer Director; Vice President; Chief Financial Officer, Administration and Human Resources Officer, Accounting Officer and Information Security Management Officer Director; Vice President; Procurement Officer; in charge of System Administration Director; Vice President; Chief Marketing Officer/Marketing General Manager I and II Chief Product Officer, Product Project Promotion Officer and Product General Manager V 13/13 (100%) 10/10 (100%) 13/13 (100%) 13/13 (100%) 13/13 (100%) － 2 Reappointment Noboru Nakatani 3 Reappointment Toshihiro Kawagoe 4 Reappointment Hidetoshi Muranaka 5 Reappointment Hideo Gozu 6 Reappointment Takamitsu Tani 7 New appointment Tatsuya Nobui – 4 – 1 2 3 No. Name (Date of birth) Career summary, positions, responsibilities, and important concurrent positions Shigeru Kamiyama (October 19, 1936) [Reappointment] July 1971 Founded JASTEC Co., Ltd. Representative Director, President and CEO February 2010 Chairman of the Company (to present) Number of shares of the Company held Attendance at the meetings of the Board of Directors held in the fiscal year under review 2,953,600 13/13 (100%) [Reason for nomination] Mr. Shigeru Kamiyama pursued the realization of an ideal software company as Representative Director, President and CEO for 40 years since the Company’s founding, holding as his life’s work the production management of software development and obtaining patents in Japan and overseas to establish globally superior and unrivaled technologies in the industry. The Company nominates him as a candidate for Director as it expects him to continue such initiatives in the future. Noboru Nakatani (January 16, 1964) [Reappointment] April 1987 September 2001 Joined Deloitte & Touche LLP (currently Deloitte Joined Canon Inc. LLP) Joined the Company January 2003 February 2008 Director February 2010 Representative Director, President and Chief Executive Officer (to present) 76,200 13/13 (100%) [Reason for nomination] Mr. Noboru Nakatani assumed the office of Representative Director, President and CEO in 2010 after serving as President of the Company’s U.S. and French subsidiaries. He continued the Company’s management philosophy and conducted management aiming to make the Company a globally superior company by executing not only expansion of the domestic businesses but also promotion of overseas businesses. The Company nominates him as a candidate for Director as it expects him to continue to be a management leader. Toshihiro Kawagoe (February 1, 1964) [Reappointment] April 1986 February 2011 Director; Vice President; Deputy Chief Product Joined the Company Officer/Product General Manager II December 2011 Director; Vice President; Deputy Chief Product Officer/Product General Manager V and Technology Officer September 2012 Director; Vice President; Technology Officer December 2012 Director; Vice President; Quality Management System Officer December 2013 Quality Management System Officer August 2015 December 2018 Production Management Promotion Officer and Production Management Promotion Officer Quality Management System Officer December 2020 Operation Reform General Manager and Quality Management System Officer February 2021 Director; Vice President; Operation Reform General Manager and Quality Management System Officer (to present) 21,200 10/10 (100%) [Reason for nomination] After engaging in software development for customers in various industries as a manager of software development, Mr. Toshihiro Kawagoe was responsible for the research on the Company’s production management system and for the quality management section of the Company. He is one of the few dozens of certified Capability Maturity Model Integration (CMMI) Instructors in Japan and has profound knowledge of process management and quality management in software development. The Company nominates him as a candidate for Director as it expects him to provide new insight into its software development. – 5 – 4 5 No. Name (Date of birth) Career summary, positions, responsibilities, and important concurrent positions Number of shares of the Company held Attendance at the meetings of the Board of Directors held in the fiscal year under review Hidetoshi Muranaka (April 25, 1964) [Reappointment] June 2015 Officer/Product General Manager IV and System Administration Officer Director; Vice President; Deputy Chief Product Officer/Product General Manager IV 10,600 13/13 (100%) April 1988 Joined the Company February 2012 Director; Vice President; Chief Product Officer/Product General Manager IV and System Administration Officer December 2012 Director; Vice President; Chief Product Officer/Product General Manager IV, Recruitment Officer and System Administration Officer December 2013 Director; Vice President; Chief Product Officer/Product General Manager IV and System Administration Officer December 2014 Director; Vice President; Deputy Chief Product December 2015 Director; Vice President; Quality Management System Officer and Information Security Management Officer December 2018 Director; Vice President; Chief Financial Officer and Administration and Human Resources Officer February 2019 Director; Vice President; Chief Financial Officer, Administration and Human Resources Officer and Accounting Officer December 2021 Director; Vice President; Chief Financial Officer, Administration and Human Resources Officer, Accounting Officer and Information Security Management Officer (to present) [Reason for nomination] Mr. Hidetoshi Muranaka engaged in various software development initiatives as a manager, mainly for financial institutions, subsequently being responsible for the software development section, internal information system, and personnel recruitment, as well as management system for quality, environment and information security. He then was responsible for general affairs, human resources, and accounting operations sections, drawing on his management experience in software development and management system administration. The Company nominates him as a candidate for Director as it expects him to be responsible for the information security management section in addition to the general affairs and accounting operations sections. Hideo Gozu (July 9, 1970) [Reappointment] April 1993 April 2016 Joined the Company Procurement Officer, Product Project Promotion Officer and System Administration Officer February 2017 Director; Vice President; Procurement Officer, Product Project Promotion Officer and System Administration Officer December 2020 Director; Vice President; Procurement Officer; in charge of System Administration and Product Project Promotion Officer December 2021 Director; Vice President; Procurement Officer; in charge of System Administration (to present) 6,500 13/13 (100%) [Reason for nomination] After engaging in development of core financial systems, Mr. Hideo Gozu sought new contractors and conducted ordering and progress management as the person responsible for procurement of partner companies that can partially undertake software development. Additionally, he was responsible for human resources allocation and the internal information system section. The Company nominates him as a candidate for Director as it expects him to continue to be responsible for the procurement operations and internal information system sections. – 6 – 6 7 No. Name (Date of birth) Career summary, positions, responsibilities, and important concurrent positions Takamitsu Tani (July 23, 1971) [Reappointment] Joined the Company April 1994 December 2008 Product Officer/Product General Manager VI December 2010 Deputy Chief Marketing Officer December 2015 Chief Marketing Officer/Marketing General Manager II February 2017 Director; Vice President; Chief Marketing Officer/Marketing General Manager II December 2019 Director; Vice President; Chief Marketing Officer/Marketing General Manager I December 2020 Director; Vice President; Chief Marketing Officer/Marketing General Manager I and II (to present) Number of shares of the Company held Attendance at the meetings of the Board of Directors held in the fiscal year under review 5,600 13/13 (100%) [Reason for nomination] While engaging in software development for financial institutions and manufacturers, Mr. Takamitsu Tani participated in the launch of a base in the Kansai region and has contributed to the acquisition of new customers and the expansion of relationships with partner companies. In the marketing section, he was responsible for the section that maintained an innovative marketing approach. The Company nominates him as a candidate for Director as it expects him to continue to be responsible for the marketing operations section. Joined the Company April 1999 December 2013 Product General Manager V December 2021 Chief Product Officer, Product Project Promotion Tatsuya Nobui (February 2, 1976) [New appointment] [Reason for nomination] Mr. Tatsuya Nobui has engaged in software development for customers in various industries as a manager of software development for mainly core financial systems. Based on his experience as a manager of software development, he became the person responsible for the development section in December 2021. The Company nominated him as a candidate for Director as it expects him to achieve practical improvements and reforms of its production management. Officer and Product General Manager V (to present) 5,700 – (Notes) 1. Candidates for Directors who are not members of the Audit & Supervisory Committee are determined at the Board of Directors by comprehensively taking into account such factors as an ability to carry out duties they are in charge of, in addition to their ability and knowledge to offer advice and proposals regarding overall business. 2. The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance covers any claims for damages to be borne by insured persons. Each candidate shall be included in insured persons of the aforementioned insurance policy. The Company plans to renew the insurance policy with the same content at the time of next renewal. 3. There are no special interests between the candidates for Directors who are not members of the Audit & Supervisory Committee and the Company. – 7 – Proposal 3: Election of Three Directors Serving as Audit & Supervisory Committee Members The terms of office of all three Directors serving as Audit & Supervisory Committee Members will expire at the conclusion of this General Meeting. Accordingly, the election of three Directors serving as Audit & Supervisory Committee Members is proposed. The Audit & Supervisory Committee has agreed to this Proposal. The candidates are as follows. Years in office as an Audit & Supervisory Committee Member Attendance at the meetings of the Audit & Supervisory Committee held in the fiscal year under review Attendance at the meetings of the Board of Directors held in the fiscal year under review Masato Takeda 6 years 14/14 (100%) 13/13 (100%) Minoru Matsumoto 6 years 14/14 (100%) 12/13 (92%) Shinichiro Shimizu － － － No. Name 1 2 3 Reappointment Outside Independent Reappointment Outside Independent New appointment Outside Independent – 8 – No. Name (Date of birth) Career summary, positions, responsibilities, and important concurrent positions Masato Takeda (March 1, 1954) [Reappointment] [Outside] [Independent] Joined The Daiei, Inc. Deputy Division Manager, Accounting Division Outside Corporate Auditor, Volks K.K. April 1977 May 2004 May 2004 February 2006 Outside Corporate Auditor of the Company March 2008 Audit & Supervisory Board Member (outside) at SBS Holdings, Inc. Full-time Outside Corporate Auditor of the Company April 2008 February 2016 Director serving as Audit & Supervisory Committee Member (to present) Number of shares of the Company held Attendance at the meetings of the Board of Directors held in the fiscal year under review 2,000 13/13 (100%) [Reason for nomination and expected roles] While holding important positions in an accounting section and as Corporate Auditor at other companies, Mr. Masato Takeda has also conducted his duties properly at the Company as Outside Corporate Auditor and Director serving as Audit & Supervisory Committee Member. The Company nominates him as a candidate for Outside Director as it continues to expect him to contribute to the Company’s management, audit, etc., based on his extensive knowledge and experience of accounting, audit, etc. Number of years after assuming office of Outside Director serving as Audit & Supervisory Committee Member: Six years (at the conclusion of this General Meeting) Minoru Matsumoto (February 16, 1957) [Reappointment] [Outside] [Independent] October 1983 October 2013 June 2014 Joined Tohmatsu Awoki & Co. (currently Deloitte Touche Tohmatsu LLC) Opened Minoru Matsumoto CPA Office Head (to present) Outside Corporate Auditor at SANSHIN ELECTRONICS, CO., LTD. February 2015 Outside Corporate Auditor of the Company June 2015 Outside Director at Foster Electric Company, Limited (to present) February 2016 Director serving as Audit & Supervisory Committee March 2021 Member of the Company (to present) Outside Audit & Supervisory Board Member, Toyo Ink SC Holdings Co., Ltd. (to present) 0 12/13 (92%) [Reason for nomination and expected roles] With considerable knowledge regarding finance and accounting as a Certified Public Accountant, Mr. Minoru Matsumoto has held important positions as an Outside Corporate Auditor and Outside Director at other companies and also conducted his duties properly at the Company as Outside Corporate Auditor and Director serving as Audit & Supervisory Committee Member. The Company nominates him as a candidate for Outside Director as it continues to expect him to contribute to the Company’s management, audit, etc., based on his accumulated knowledge. Number of years after assuming office of Outside Director serving as Audit & Supervisory Committee Member: Six years (at the conclusion of this General Meeting) 1 2 – 9 – No. Name (Date of birth) Career summary, positions, responsibilities, and important concurrent positions Shinichiro Shimizu (August 7, 1976) [New appointment] [Outside] [Independent] 3 April 2000 October 2001 April 2009 April 2012 July 2015 August 2018 August 2018 August 2018 Joined the Training and Research Institute for Court Officials Public procurator of the Tokyo District Public Prosecutors Office Special Investigation Department of the Nagoya District Public Prosecutors Office Securities and Exchange Surveillance Commission of the Financial Services Agency Special Investigation Department of the Tokyo District Public Prosecutors Office Registered as an attorney Seconded to the Listed Company Compliance and Listing Examination of the Japan Exchange Regulation Atsumi & Sakai (to present) Number of shares of the Company held Attendance at the meetings of the Board of Directors held in the fiscal year under review 0 – [Reason for nomination and expected roles] Mr. Shinichiro Shimizu has considerable knowledge regarding laws and is familiar with the system of securities exchanges, etc. as he was a public procurator and is an attorney. The Company nominates him as a candidate for Outside Director as it expects him to contribute to its management, audit, etc. in the formulation of a governance code, responses to revisions of the Companies Act, etc. in the future. (Notes) 1. There are no special interests between the candidates for Directors serving as Audit & Supervisory Committee Members and the Company. Mr. Minoru Matsumoto belonged to the Accounting Auditor, Deloitte Touche Tohmatsu LLC, and worked as a Certified Public Accountant until September 2012. However, during that time, Mr. Minoru Matsumoto was not engaged in the audit of the Company. 2. Messrs. Masato Takeda, Minoru Matsumoto and Shinichiro Shimizu are candidates for Outside Directors. The Company has submitted a notification of the appointment of Messrs. Masato Takeda and Minoru Matsumoto as Independent Directors in accordance with the stipulations of the Tokyo Stock Exchange. In the event that Mr. Shinichiro Shimizu is appointed in addition to Messrs. Masato Takeda and Minoru Matsumoto, the Company plans to submit a notification of the appointment of Mr. Masato Takeda, Mr. Minoru Matsumoto and Mr. Shinichiro Shimizu as Independent Directors. 3. Overview of limited liability agreement The Company has entered into agreements with Messrs. Masato Takeda and Minoru Matsumoto in accordance with Article 427, Paragraph 1 of the Companies Act to limit their liabilities pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amount stipulated by Article 425, Paragraph 1 of the Companies Act. In the event that Mr. Shinichiro Shimizu is appointed in addition to Messrs. Masato Takeda and Minoru Matsumoto, the Company plans to enter into the same agreement with them. 4. The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance covers any claims for damages to be borne by insured persons. The candidates shall be included in insured persons of the aforementioned insurance policy. The Company plans to renew the insurance policy with the same content at the time of next renewal. – 10 – Skill Matrix Composition of officers (expected after the conclusion this General Meeting) Name of each candidate for Director Positions held at the Company (planned) Corporate manage-ment Manufac-turing/ R&D Marketing/ Finance/ IT/ Technology/ Sales M&A Digital Human resources/ Legal affairs/ Labor/ Personnel develop-ment Risk manage-ment ESG /Sustain-ability Global Shigeru Kamiyama Chairman of the Company Reappointment ● Noboru Nakatani Reappointment Representative Director, President and Chief Executive Officer Toshihiro Kawagoe Director; Vice President Reappointment Hidetoshi Muranaka Director; Vice President Reappointment Hideo Gozu Director; Vice President Reappointment Takamitsu Tani Director; Vice President Reappointment Tatsuya Nobui Masato Takeda Minoru Matsumoto Shinichiro Shimizu Director; Vice President New appointment Outside Director (Audit & Supervisory Committee) Outside Director (Audit & Supervisory Committee) Outside Director (Audit & Supervisory Committee) Reappointment Outside Independent Reappointment Outside Independent New appointment Outside Independent ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● – 11 – Proposal 4: Election of One Substitute Director Serving as Audit & Supervisory Committee Member In order to prepare for cases where a vacancy results in a shortfall in the number of Directors serving as Audit & Supervisory Committee Members prescribed by laws and regulations, the election of one Substitute Director serving as Audit & Supervisory Committee Member is proposed. This election may be cancelled and lose effect upon a resolution of the Board of Directors with the consent of the Audit & Supervisory Committee provided that the candidate is yet to take office. The Audit & Supervisory Committee has agreed to this Proposal. The candidate is as follows. Name (Date of birth) Career summary, positions, responsibilities, and important concurrent positions Akira Oya (April 28, 1954) April 1978 March 2008 October 2012 May 2013 August 2019 Joined Kirin Brewery Co., Ltd. (currently Kirin Holdings Company, Limited) Chief Legal Affairs Officer Joined ARCS COMPANY, LIMITED General Manager, Legal Compliance Group Corporate Legal Affairs and Corporate Compliance Advisor (to present) Number of shares of the Company held Attendance at the meetings of the Board of Directors held in the fiscal year under review 0 － [Reason for nomination] Mr. Akira Oya has diverse operational experiences and knowledge regarding mainly legal affairs in leading companies. The Company nominates him as a candidate for Substitute Director serving as Audit & Supervisory Committee Member as it believes that he will conduct his duties as Audit & Supervisory Committee Member properly. (Notes) 1. Though the Company has been entrusting legal affairs to the candidate since November 2020, the Company plans to end the entrustment in the event that he assumes his office as Director serving as Audit & Supervisory Committee Member. Therefore, there will be no special interests between the candidate and the Company. 2. Overview of limited liability agreement In the event that Mr. Akira Oya assumes his office as Director serving as Audit & Supervisory Committee Member, the Company plans to enter into an agreement with him in accordance with Article 427, Paragraph 1 of the Companies Act and Article 27, Paragraph 2 of the Company’s Articles of Incorporation to limit his liabilities pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amount stipulated by Article 425, Paragraph 1 of the Companies Act. 3. The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance covers any claims for damages to be borne by insured persons. In the event that the candidate assumes his office as Director serving as Audit & Supervisory Committee Member, the candidate shall be included in insured persons of the aforementioned insurance policy. – 12 – Proposal 5: Payment of Retirement Bonuses to Retiring Directors As of the conclusion of this Ordinary General Meeting of Shareholders, Messrs. Shinji Miyamoto and Yutaka Nagashima will retire as Director due to expiration of their terms of office. The Company proposes the payment of retirement bonuses within an appropriate range for their service while in office, in line with specified standards of the Company. The reason why the Company believes that Mr. Shinji Miyamoto deserves the payment of retirement bonuses is that he contributed to the expansion of sales and education and recruitment of human resources of the Company as Chief Product Officer, Education Officer, and Recruitment Officer. The reason why the Company believes that Mr. Yutaka Nagashima deserves the payment of retirement bonuses is that he contributed to the management and audits of the Company from the viewpoint of an accounting specialist as Audit & Supervisory Committee Member. The Company requests that specific amounts, timing of payment, methods, etc., for Messrs. Shinji Miyamoto and Yutaka Nagashima be delegated to the Board of Directors and Directors serving as Audit & Supervisory Committee Members, respectively. With regard to this Proposal, the Audit & Supervisory Committee has expressed its opinion that there are no matters of note in accordance with the Companies Act regarding the remuneration for Directors who are not members of the Audit & Supervisory Committee. The career summaries of the retiring Directors are as follows. Name Shinji Miyamoto Yutaka Nagashima Career summary February 2013 February 2016 Director; Vice President (to present) Director serving as Audit & Supervisory Committee Member (to present) – 13 –