ブロードリーフ（3673） – Notice of Convocation Annual General Meeting 2022

This document has been translated and summarized from 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 Our Shareholders Securities Code: 3673 March 3, 2022 4-13-14 Higashi-Shinagawa, Shinagawa-ku, Tokyo Broadleaf Co., Ltd. Kenji Oyama, President and Representative Director NOTICE OF THE 13TH ANNUAL GENERAL MEETING OF SHAREHOLDERS We would like to inform you that the 13th Annual General Meeting of Shareholders (the “Meeting”) of Broadleaf Co., Ltd. (the “Company”) will be held as described below. If you are unable to attend the Meeting, you can exercise your voting rights by electromagnetic means (Internet, etc.) or in writing (by mail). Please review the accompanying Reference Documents for the General Meeting of Shareholders before exercising your voting rights. 1. Date and Time: 2. Place Friday, March 25, 2022 at 10:00 a.m. (Japan time) Ariake Central Tower Hall & Conference Hall B, 4F Ariake Central Tower, 3-7-18, Ariake, Koto-ku, Tokyo 3. Meeting Agenda: Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 13th Fiscal Year (from January 1, 2021 to December 31, 2021) and Audit Results of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors 2. The Non-Consolidated Financial Statements for the 13th Fiscal Year Matters to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3: Proposal No. 4: (from January 1, 2021 to December 31, 2021) Partial changes to the Articles of Incorporation Appropriation of Surplus Election of Six (6) Directors Election of Two (2) Substitute Corporate Auditors – 1 – 4. Guide to Exercising Voting Rights (1) If you exercise your voting rights in writing (by mail) Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Thursday, March 24, 2022 (Japan time). (2) If you exercise your voting rights by electronic means (Internet, etc.) Please visit the Company’s designated voting website (https://soukai.mizuho-tb.co.jp/), after confirming the “Instructions for Voting via the Internet” on page 4 in Japanese version of the Meeting’s booklet, vote for or against the proposals, by 5:30 p.m. on Thursday, March 24, 2022 (Japan time), in accordance with the instructions on the screen. In addition, the electronic platform for exercising voting rights operated by Investor Communications Japan Inc. (ICJ, Inc.) is available to institutional investors. (3) If you exercise your voting rights more than once: If you exercise your voting rights both by electronic means (Internet, etc.) and in writing (by mail), regardless of the date your Voting Rights Exercise Form is received, only the voting rights you exercise by electronic means (Internet, etc.) will be counted. If you exercise your voting rights more than once by electronic means (Internet, etc.), only the voting rights you exercise last will be counted. ➢ If you plan to attend in person, please present the enclosed Voting Rights Exercise Form at the reception desk upon your arrival. For the purpose of saving resources, we will refrain from distributing related materials. So please be sure to bring this notice with you. a of notice convocation ➢ The consolidated statements of changes in equity and notes to the consolidated financial statements and the non-consolidated statements of changes in equity and notes to the non-consolidated financial statements are not included in the Company’s website (https://www.broadleaf.co.jp/ir/stock/meeting/) pursuant to laws and regulations and provisions in Article 14 of the Articles of Incorporation. The consolidated statements of changes in equity and notes to the consolidated financial statements and the non-consolidated statements of changes in equity and notes to the non-consolidated financial statements, which are published on the Company’s website, are documents audited by the Accounting Auditor and the Corporate Auditor, and the audit report is provided on subsequent pages (pages 49 to 54 in Japanese version of the Meeting’s booklet) in this notice of convocation. published because they are on ➢ Any changes in the Business Report, consolidated financial statements, non-consolidated financial statements, or Reference Documents for the General Meeting of Shareholders will be reported on the Company’s website (https://www.broadleaf.co.jp/ir/stock/meeting/) or (https://www.broadleaf.co.jp/english/ir/stock/meeting/). ➢ Reception will begin at 9:00 a.m. (Japan time) – 2 – Reference Documents for the General Meeting of Shareholders Proposal No. 1: Partial changes to the Articles of Incorporation 1. Reason for proposal The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019) are due to come into effect on September 1, 2022. Accordingly, the Company proposes changes to its Articles of Incorporation to prepare for adoption of a system for the electronic provision of materials for the General Meeting of Shareholders. Details are as follows. (1) Article 14, Paragraph 1 in the proposed changes stipulates to the effect that the Company shall take the measure for electronic provision of materials with respect to information that constitutes the content of reference materials for the General Meeting of Shareholders. (2) Article 14, Paragraph 2 in the proposed changes shall establish provisions to limit the scope of matters to be stated in the document that shall be issued to shareholders who request the issuance of the document. (3) The provisions “Disclosure via Internet of Reference Document for General Meeting of Shareholders, etc. and Deemed Provision” (Article 14 of the current Articles of Incorporation) will be made unnecessary, and the Company proposes deleting these provisions. (4) With the establishment and deletion of provisions described above, supplementary provisions on effective date, etc. shall be established. – 3 – 2. Details of changes Details of the changes are as follows. Current Articles of Incorporation Proposed changes Article 14 (The changes are underlined.) (Disclosure via Internet and Deemed Provision of Reference Documents, etc. for General Meetings of Shareholders) When convening the General Meeting of Shareholders, the Company may deem that the information required to be described or indicated in the reference documents for the General Meeting of Shareholders, business reports, financial statements and consolidated financial statements has been provided to the shareholders when such information is disclosed through a method that uses the Internet in accordance with Ordinances of the Ministry of Justice. Article 14 (Electronic Provision Measure, etc.) 1. The Company shall deliver information in reference documents for the General Meeting of Shareholders in an electronic form. 2. The Company may omit all or part of information specified in the Ordinance of the Ministry of Justice and provided in an electronic form from documents delivered to shareholders who have requested paper-form documents before the record date of voting rights. – 4 – Current Articles of Incorporation Proposed changes (Supplementary provisions) 1. The deletion of the Article 14 (Disclosure on the Internet and Deemed Provision of Shareholders’ General Meeting Reference Documents, etc.) of the Articles of Incorporation and the addition of Article 14 (Electronic Provision Measure, etc.) of the proposed revision shall take effect on September 1, 2022, the date of enforcement of the revised provision in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70, 2019) (hereinafter, the “Enforcement Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 14 of the current Articles of Incorporation shall remain valid for any General Meeting of Shareholders the date of which is a date within six (6) months of the Enforcement Date. 3. These Supplementary provisions shall be deleted on the date on which six (6) months have elapsed from the Enforcement Date or the date on which three (3) months have elapsed from the date of the General Meeting of Shareholders under the preceding paragraph, whichever is later. – 5 – Proposal No. 2: Appropriation of Surplus We position the return of profit to our shareholders as an important management issue. For the fiscal year under review, the Company will pay a year-end dividend of 4.7 yen for one share of its common stock (which increases its annual dividend to 8.7 yen per share, including the interim dividend that has been already paid). 1. Type of dividend property Cash 2. Matters concerning the allocation and total amount of dividend property 4.7 yen per share of common stock of the Company, or 429,448,076 yen in total 3. Date on which dividends from surplus shall be effective March 28, 2022 [Reference] 10th Fiscal Year (FY2018) 11th Fiscal Year (FY2019) 12th Fiscal Year (FY2020) 13th Fiscal Year (FY2021) (Forecast) 12.0 yen Annual dividend per share (Note) Dividend payout ratio (Consolidated) (Note) The abovementioned amounts of the annual dividend show figures that reflect a 2-for-1 common stock split conducted by the 13.2 yen 13.0 yen 8.7 yen 35.2% 46.9% 36.7% 39.5% Company, which became effective on April 1, 2018. – 6 – Proposal No. 3: Election of Six (6) Directors The term of office of all the six (6) directors will expire at the close of this general meeting of shareholders. Accordingly, we propose the election of six (6) directors. The candidates for directors are as follows: Candidate No. Name Current positions and responsibilities in the Company Attendance at meetings of the Board of Directors 1 2 3 4 5 6 Kenji Oyama President and Representative Director Kenichi Yamanaka Executive Vice President and Director Morio Kizawa External Director Hiroshi Takada External Director Risa Tanaka External Director Kumiko Igushi External Director 16/16 (100%) 16/16 (100%) 16/16 (100%) 16/16 (100%) 16/16 (100%) 16/16 (100%) Properties Reappointment Reappointment Reappointment Independent External Reappointment Independent External Reappointment Independent External Female Reappointment Independent External Female – 7 – Candidate No. １ Kenji Oyama Reappointment ■ Date of birth September 10, 1968 ■ Number of the Company’s shares held 1,048,773 shares Board of Directors 16/16 (100%) Brief personal history, positions and responsibilities Apr. 1987 Joined Being Co., Ltd. Apr. 1989 Director of Being Co., Ltd. Dec. 1996 President CEO of Being Investments Corp. Oct. 2005 Consultant of ITX Corporation Jan. 2006 Executive Vice President and Director of the Company Jun. 2006 President and Representative Director of the Company (present) Director of Being Co., Ltd. Jan. 2015 Advanced Academic Agency’s Jul. 2002 Executive Officer, General Manager of Marketing Department and Sales Department of Being Co., Ltd. Visiting Professor of The Graduate School of Project Design (present) ■ Attendance at meetings of the Jul. 2000 Executive Vice President and Reasons for nomination as candidate for Director Mr. Kenji Oyama has a great deal of experience and achievements as well as strong leadership with respect to corporate management. The Company has nominated him again as a candidate for Director, based on the judgment that he is the right person in terms of determining the execution of important duties and supervising the execution of responsibilities by Directors and Executive Officers. Candidate No. 2 Kenichi Yamanaka Reappointment ■ Date of birth October 10, 1968 ■ Number of the Company’s shares held 63,469 shares ■ Attendance at meetings of the Board of Directors 16/16 (100%) Brief personal history, positions and responsibilities Apr. 1992 Joined Mitsubishi Electric Engineering Co., Ltd. Jan. 1996 Joined Being Co., Ltd. Apr. 2000 Executive Officer of Being Co., Ltd. in charge of Business Strategies – EC promotion Nov. 2005 Executive Officer CIO of JIMOS Co., Ltd. in charge of Corporate Services – B2B Solutions Oct. 2010 Executive Officer and General Manager of Administration Division of the Company Jan. 2011 Executive Officer, General Manager of Administration Division and General Manager of Corporate Management Group of the Company Mar. 2012 Director, Executive Officer and General Manager of Administration Division of the Company Jan. 2014 Executive Vice President and Director of the Company (present) Reasons for nomination as candidate for Director Mr. Kenichi Yamanaka has been supervising the administrative and business management sectors since he assumed the position of Executive Officer at the Company. In light of his career, the Company considers that he is the right person in terms of facilitating smooth organizational management on a Group-wide basis, and has therefore nominated him again as a candidate for Director. – 8 – Candidate No. ■ Date of birth April 8, 1944 shares held 16,400 shares ■ Number of the Company’s ■ Attendance at meetings of the Board of Directors 16/16 (100%) ■ Number of years as director 10 years (at the close of this general meeting of shareholders) 3 Morio Kizawa Reappointment External Independent Brief personal history, positions and responsibilities Apr. 1970 Joined Nippon Univac Ltd. (now Nihon Unisys, Ltd.) Mar. 1985 Joined Citizen Watch Co., Ltd. Sept. 1985 Citizen Europe Ltd. President and Managing Director Feb. 1992 President and Representative Director, and Vice-President of U.S. Headquarters of Mentor Graphics Japan Co. Ltd. Feb. 1999 President and Representative Director of Conexant Systems Japan Co., Ltd. Feb. 2006 President and Representative Director, and Vice-President of U.S. Headquarters of Autodesk, Inc. Mar. 2012 Advisor of Autodesk, Inc. External Director of the Company (present) Reason for the selection as a candidate for External Director and expected roles Mr. Morio Kizawa has served as Representative Director at Autodesk, Inc. and other companies and played an active role as the manager of an IT company and a global company that engage in software development and sales, etc. He has specialist knowledge and extensive experience in the industries related to the Company’s business. The Company nominated Mr. Morio Kizawa again as a candidate for External Director because, by leveraging his knowledge and experience, it can expect to obtain advice from various perspectives on the general management of the Company. Matters relating to independence The Company considers Mr. Morio Kizawa to be a candidate for independent director because, given his objective and neutral standpoint that is independent from the Company, he is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange. – 9 – Candidate No. 4 Hiroshi Takada Reappointment External Independent ■ Date of birth December 22, 1946 ■ Number of the Company’s shares held 6,400 shares ■ Attendance at meetings of the Board of Directors 16/16 (100%) ■ Number of years as director 2 years (at the close of this general meeting of shareholders) Brief personal history, positions and responsibilities Apr. 1969 Joined Toyota Motor Sales Co., Ltd. (now Toyota Motor Corporation) Jan. 1995 General Manager of Advertising Division of Toyota Motor Corporation Jun. 2001 Director of Toyota Motor Corporation Dec. 2009 President and Representative Director of Toyota Motor Sales & Marketing Corp. (now Toyota Motor Corporation) Jul. 2012 Head Director of Organization for Small & Medium Enterprises and Regional Innovation Jun. 2003 Managing Officer of Toyota Motor May 2013 Representative Director of All Corporation Jun. 2005 Senior Managing Director of Toyota Motor Corporation Jun. 2009 Chairman and Representative Director of Toyota Administa Inc. (now Toyota Mobility Tokyo. Inc.) Chairman of Toyota Nagoya Education Center, Inc. Oct. 2009 President and Representative Director of Toyota Marketing Japan Corporation (now Toyota Motor Corporation) Japan Radio & Television Commercial Confederation (now All Japan Confederation of Creativity) (present) Jul. 2019 Representative Director of Japan General Incorporate Association of Professionals for Medium and Small Sized Business Management Ltd. (JPBM) (present) Mar. 2020 External Director of the Company (present) Jun. 2020 External Director of Chubu Electric Power Co., Inc.(present) Important concurrent positions Representative Director of All Japan Confederation of Creativity Representative Director of JPBM Reason for the selection as a candidate for External Director and expected roles Mr. Hiroshi Takada engaged in the management of advertising, sales, marketing and other operations at Toyota Motor Corporation and served as an officer of the company and a representative director at its group’s sales and marketing affiliates. In addition, he plays an active role as the head of an independent administrative agency that undertakes support for the management of medium- and small-sized companies. He has specialist knowledge and extensive experience for the promotion of a range of businesses. The Company has nominated Mr. Takada as a candidate for External Director again because by leveraging his knowledge and experience, it can expect to obtain advice from various perspectives on sales, marketing and new business strategies of the Company. Matters relating to independence The Company considers Mr. Hiroshi Takada to be a candidate for independent director because, given his objective and neutral standpoint that is independent from the Company, he is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange. The Company engages in transactions with companies referred to in the above brief history including Toyota Motor Corporation, which however account for less than one percent of overall transactions conducted by the Company and other companies. – 10 – Candidate No. 5 Risa Tanaka Reappointment External Independent Female ■ Date of birth November 14, 1966 ■ Number of the Company’s shares held 0 shares ■ Attendance at meetings of the Board of Directors 16/16 (100%) ■ Number of years as director 2 years (at the close of this general meeting of shareholders) Brief personal history, positions and responsibilities Apr. 1993 Joined Sendenkaigi Co., Ltd. Feb. 2001 Director and Editor-in-Chief of Sendenkaigi Co., Ltd. Aug. 2010 Director of Japan Association for Rail Advertising (present) Apr. 2012 Professor at The Graduate School of Project Design of Advanced Academy Agency Apr. 2014 Executive Vice President and Managing Editor of Sendenkaigi Co., Ltd. Feb. 2019 Member of the Social Capital Development Council and the Transport Policy Council (MLIT) (present) Member of the Fiscal System Council (Ministry of Finance) (present) Jun. 2019 External Director of SB Players Mar. 2020 External Director of the Company Corp. (present) (present) Jun. 2014 External Director of Japan Post Co., Oct. 2020 Member of National Land Ltd. (present) Apr. 2016 President of The Graduate School of Development Council (present) Apr. 2021 Director of Mie University (present) Jan. 2022 Member of the 33nd Local System Project Design of Advanced Academy Agency (present) Director of Media and Information of Sendenkaigi Co., Ltd. (present) Jan. 2019 Member of the Central Environment Council (Ministry of the Environment) (present) Research Council (Ministry of Internal Affairs and Communications) (present) Important concurrent positions President of The Graduate School of Project Design of Advanced Academy Agency Reason for the selection as a candidate for External Director and expected roles Ms. Risa Tanaka has a great deal of knowledge about corporate public relations and marketing, and in addition, has specialist knowledge and extensive experience related to the Company’s business, particularly because she has been making proposals and recommendations for many years from various perspectives, including that as a committee member of the National Land Development Council related to the automobile industry. The Company has nominated Ms. Risa Tanaka again as a candidate for External Director because, by benefiting from her knowledge and experience, it can expect to obtain advice from various perspectives on the Company’s public relations and growth strategies. She is an External Director at Japan Post Co., Ltd., which has received administrative punishment for illegal sales practices on December 27, 2019 from the Minister of Internal Affairs and Communications and the Financial Services Agency. As an External Director, she regularly gives advice about compliance. After the illegal practices were revealed, she requested that the Board of Directors of Japan Post take steps to prevent a recurrence and has been performing her duties appropriately. Matters relating to independence Given her objective and neutral standpoint that is independent from the Company, Ms. Risa Tanaka is unlikely to have conflicts of interest with general shareholders and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange. The Company thus considers her as a candidate for independent corporate auditor. (Note) The name of Ms. Risa Tanaka in the family register is Risa Saito. – 11 – Candidate No. 6 Kumiko Igushi Reappointment External Independent Female ■ Attendance at meetings of the Jan. 2003 Manager of Strategic Planning ■ Date of birth September 3, 1968 ■ Number of the Company’s shares held 0 shares Board of Directors 16/16 (100%) ■ Number of years as director 2 years (at the close of this general meeting of shareholders) Brief personal history, positions and responsibilities Oct. 2000 Manager of Telecom and Media Division of Deloitte Tohmatsu Consulting Co., Ltd. (now Deloitte Tohmatsu Consulting LLC) Department of Hewlett-Packard Japan, Ltd. (now Deloitte Tohmatsu Consulting LLC.) Sep. 2003 Manager of Liaison Department of Strategic Planning Office and concurrently a chief lobbyist of Hewlett-Packard Japan, Ltd. (now Hewlett Packard Japan, G.K.） Jun. 2006 Manager of Business Planning Department and Manager of New Business Development Department at Aon Holdings Japan, Ltd. Manager of Sales Market Development Department at Aon Risk Management Japan, Ltd. (now Aon Japan Ltd.) HR Consulting Director at Aon Consulting Japan, Ltd. (now Aon Solutions Japan, Ltd.) Jun. 2009 Acquired the master of public administration degree (MPA) at Graduate School of Public Administration, Harvard University Sep. 2011 Manager – Strategy and Market Development -, Global Business Service at IBM Japan, Ltd. Jul. 2012 Associate Partner, Consulting Department, Global Business Service at IBM Japan, Ltd. Sep. 2014 Established, and President and Representative Director (CEO&COO) of K.K. Kasumigaseki Sogo Kenkyusho Nov. 2015 External Director of USEN Corporation Ltd. Apr. 2016 External Director of Amagasa Co., Jul. 2017 External Director of USEN-NEXT HOLDINGS Co., Ltd. Jul. 2018 External Director of Visionary Holdings Co., Ltd (present) Mar. 2020 External Director of the Company (present) Dec. 2021 Advisor to USEN-NEXT HOLDINGS Co., Ltd. (present) Reason for the selection as a candidate for External Director and expected roles Ms. Kumiko Igushi engaged in business strategies and other services in companies that operate businesses globally, and has specialist knowledge and extensive experience concerning new business development and overseas business expansion in particular. The Company has nominated Ms. Kumiko Igushi again as a candidate for External Director because, by benefiting from her knowledge and experience, it can expect to obtain advice from various perspectives on the Company’s new business management and overseas expansion. Matters relating to independence The Company considers Ms. Kumiko Igushi to be a candidate for independent director because, given her objective and neutral standpoint that is independent from the Company, she is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange. – 12 – (Notes) 1. There are no special interests between any candidate for director and the Company. 2. The candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi are nominated as External Directors. 3. The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi as Independent Directors stipulated by the Tokyo Stock Exchange. If the re-appointment of the External Director candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi are approved, the Company plans to keep them as Independent Officers. 4. The Company has entered into liability limitation agreements with Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi pursuant to Article 427, Paragraph 1 of the Companies Act, limiting their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. If the reappointment of External Director candidates Mr. Morio Kizawa, Mr. Hiroshi Takada, Ms. Risa Tanaka and Ms. Kumiko Igushi is approved, the Company will extend the term of the agreement. The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability is approved only if the applicable External Director has executed his or her duties in good faith without committing gross negligence. 5. The Company entered into a liability insurance agreement for executive officers, etc. with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act to make sure that every officer, executive director and employee who is in a managerial or supervisory position at the Company or its subsidiaries is compensated for losses and damages incurred by him/her according to the said insurance. The candidates will be the insured under the insurance policy if they are appointed and take office as a Director. The insurance policy is scheduled to be renewed with the same coverage – 13 – (Reference) Expertise and careers (skills matrix) of Directors and Audit & Supervisory Board members In the skills matrix for the Company’s officers, namely, directors and audit & supervisory board members, skills are defined separately depending on whether officers are executive directors or non-executive directors as indicated below. (●) Executive director: Officer’s skills that should be demonstrated for the execution of operations (■) Non-executive director: Officer’s specific skills that the Company expects to be demonstrated. If the election of all directors proposed in the notice of convocation is approved, the skills matrix for the Company’s directors and audit & supervisory board members are shown as below. Expertise and Experience Name Positions at the Company after the election management Overall knowledge Industry experience International marketing Sales and management and risk Legal affairs accounting Finance and andR&D Technologies ● ICT ● ● ● ■ ■ ● ● ■ ■ Kenji Oyama Kenichi Yamanaka President and Representative Director Executive Vice President and Director Morio Kizawa External Director Hiroshi Takada External Director Risa Tanaka Kumiko Igushi External Director External Director Kenji Hirasawa Full-time Auditor Tsuyoshi Nishimoto Hideto Ozaki External Corporate Auditor External Corporate Auditor appropriate risk-taking into account ● ● ■ ■ ■ ● ● ■ ■ ■ ● ■ ■ ● ● ■ ■ ■ (Notes) 1. General management: Management experience at listed companies required to make management decisions while also taking 2. Industrial knowledge: Deep knowledge about industries surrounding the Company and SaaS-based businesses 3. Overseas experience: Management experience backed by global perspectives nurtured at international companies 4. Sales and marketing: Knowledge of sales activities and marketing that have a direct impact on sales and profitability of 5. Technology and research & development: Knowledge about research and development activities with a focus on software 6. ICT: Knowledge about the utilization of digital information by means of telecommunication technologies such as the Internet 7. Legal affairs: Knowledge about risk management and the experience thereof required to facilitate sound and stable management, while simultaneously taking laws and compliance into consideration. 8. Finance and accounting: Knowledge about financial strategies and general accounting / tax matters at companies and companies. experience thereof – 14 – Proposal No. 4: Election of Two (2) Substitute Corporate Auditors The Company wishes to elect two (2) Substitute Corporate Auditors in advance in case there is a shortfall in the number of Corporate Auditors specified by laws and regulations. The candidates for Substitute Corporate Auditors are as follows. Candidate Kinya Ikeda is nominated to fill any vacancy for a Corporate Auditor who is not an External Corporate Auditor, and candidate Yusuke Asakura is nominated to fill any vacancy for an External Corporate Auditor. The Board of Corporate Auditors has approved this proposal in advance. Candidate No. １ Kinya Ikeda ■ Number of the Company’s ■ Date of birth May 20, 1959 shares held 0 shares Brief personal history and positions Apr. 1982 Joined NEC Corporation Jun. 2010 General Manager of Sales Coordination / Examination Planning Department of NEC Corporation Jun. 2012 General Manager of Sales Coordination / Examination Department of NEC Corporation Apr. 2014 General Manager of Audit Department of NEC Networks & System Integration Corporation Apr. 2015 General Manager of Management Audit Department of NEC Networks & System integration Corporation Senior General Manager of Safety Quality Control Apr. 2018 Division of NEC Networks & System Integration Corporation Aug. 2019 Joined the Company Jan. 2020 General Manager of Internal Audit Office of the Company (present) Mar. 2020 Substitute Corporate Auditors of the Company (present) Reason for nomination as candidate for Substitute Corporate Auditor Mr. Kinya Ikeda has served as the General Manager of Audit Department at NEC Networks & System Integration Corporation and has specialist knowledge and extensive experience in the Auditing. He is involved in audit operations relating to the appropriateness of each division from a fair and independent standpoint as the General Manager of Internal Audit Office of the Company. The Company nominated Mr. Kinya Ikeda as a candidate for Substitute Corporate Auditor again because, by leveraging his knowledge and experience, based on the judgement that he is the right person in terms of being able to appropriately carry out his duties as a Corporate Auditor of the Company. – 15 – Candidate No. ■ Date of birth August 19, 1982 shares held 0 shares ■ Number of the Company’s 2 Yusuke Asakura External Independent Brief personal history and positions Sep. 2007 Passed the bar examination Dec. 2008 Registered as attorney-at-law Joined Bingham McCutchen Murase, Sakai Mimura Aizawa-Foreign Law Joint Enterprise Sep. 2011 Partner of Miwa Law Firm Important concurrent positions Partner of Akiyama Asakura Law Office Mar. 2016 Substitute External Corporate Auditor of the Company Dec. 2017 External Corporate Auditor of the Company Mar. 2018 Substitute External Corporate Auditor of the Company (present) May. 2021 Partner of Akiyama Asakura Law Office (present) Reason for nomination as candidate for Substitute External Corporate Auditor Mr. Yusuke Asakura is a qualified attorney-at-law and expert in corporate law, and has special knowledge and extensive experience. Although Mr. Yusuke Asakura has not been involved in corporate management in the past, the Company has continued to nominate Mr. Yusuke Asakura as a candidate for Substitute External Corporate Auditor based on the judgement that he is the right person as an External Corporate Auditor in terms of ensuring the appropriateness of the execution of the Company’s business, focusing on the reinforcement of the audit capabilities of the Corporate Auditor for the aforementioned reason. Matters relating to independence The Company does not have any dealings with the abovementioned law firms and considers Mr. Yusuke Asakura to be a candidate for Substitute External Corporate Auditor because, given his objective and neutral standpoint that is independent from the Company, he is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange (TSE). – 16 – (Notes) 1. There are no special interests between any candidate for substitute corporate auditor and the Company. 2. The candidate Yusuke Asakura is nominated as Substitute External Corporate Auditor. 3. Mr. Yusuke Asakura meets the requirements for independent officers specified by the Tokyo Stock Exchange. Accordingly, if Mr. Yusuke Asakura is appointed External Corporate Auditor, the Company will report him as an independent officer to the Tokyo Stock Exchange. 4. If the elections of Mr. Kinya Ikeda and Mr. Yusuke Asakura, the candidates for Corporate Auditor, are appointed, the Company will enter into a liability limitation agreement with each of them pursuant to Article 427, Paragraph 1 of the Companies Act, limiting their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability is approved only if the applicable Corporate Auditor has executed his or her duties in good faith without committing gross negligence. 5. The Company entered into a liability insurance agreement for executive officers, etc. with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act to make sure that every officer, executive director and employee who is in a managerial or supervisory position at the Company or its subsidiaries is compensated for losses and damages incurred by him/her according to the said insurance. Mr. Kinya Ikeda is insured under this agreement on the basis that he is an employee in a managerial and supervisory position and if he is elected as Corporate Auditor, he will continue to be insured under the agreement. If Yusuke Asakura is elected as Corporate Auditor, he will also be insured under the agreement. – 17 –