アセンテック（3565） – Notice of Convocation Annual General meeting 2022

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: 3565 April 8, 2022 To Our Shareholders: Naohiro Sato, CEO Ascentech K.K. 3 Kanda-Neribeicho, Chiyoda-ku, Tokyo Notice of the 14th Annual General Meeting of Shareholders We are pleased to announce the 14th Annual General Meeting of Shareholders of Ascentech K.K. (the “Company”), which will be held as indicated below. If you are not able to attend on the day of the meeting, you may exercise your voting rights in writing. Please review the attached Reference Documents for the General Meeting of Shareholders, indicate whether you agree or disagree to the proposals on the enclosed voting form, and send it by postal mail to arrive at the Company no later than 6:00 p.m. on Monday, April 25, 2022 (JST). 1. Date and Time: Tuesday, April 26, 2022 at 1:00 p.m. (JST) 2. Place: EX Room 1, 7th Floor, FUJISOFT Akiba Plaza, 3 Kanda-Neribeicho, Chiyoda-ku, Tokyo 3. Purpose of the Meeting: Matter to be reported: Matters to be resolved: Business report and Non-consolidated Financial Statements for the 14th fiscal year (from February 1, 2021 to January 31, 2022) Proposal No. 1 Proposal No. 2 Proposal No. 3 Proposal No. 4 Proposal No. 5 Appropriation of Surplus Amendment to the Articles of Incorporation Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of Three Directors Who Are Audit and Supervisory Committee Members Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors) in the documents attached If you are attending on the day of the meeting, you are kindly requested to present the enclosed voting form to the receptionist. Of the documents to be presented when announcing this convocation, Notes to Non-consolidated Financial Statements are not included the Company’s website (https://www.ascentech.co.jp/) pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation. The said items are included in the Non-consolidated Financial Statements which were audited by the Audit and Supervisory Committee or the Financial Auditor when preparing the respective audit reports and financial audit reports. In case of any changes in the Reference Documents for the General Meeting of Shareholders, Business Report, and Non-consolidated Financial Statements, the revised matters will be posted on the Company’s website (https://www.ascentech.co.jp/). the convocation notice as they are posted on to We will not hand out souvenirs to shareholders attending the meeting. Your understanding would be appreciated. – 1 – Reference Documents for the General Meeting of Shareholders Appropriation of Surplus Proposal No. 1 The Company regards the return of profit to its shareholders together with the strengthening of financial structure, securing of business expansion and competitiveness as key management priorities. While recognizing the return of profit to shareholders as a key management priority, the Company’s basic dividend policy is to distribute profit in line with operating results. It aims to do this simultaneously with balancing with internal reserves used for strategic investments and giving comprehensive consideration to matters such as financial position and capital requirements. The Company will utilize internal reserve funds in strategic business investments, R&D investments, etc., to achieve sustainable growth. As a result of comprehensively considering matters including the business performance of the fiscal year and future business developments based on this policy, the Company proposes to pay a year-end dividend for the 14th fiscal term as follows: • Year-end dividends (i) Type of dividend property To be paid in cash. (ii) Allotment of dividend property and the aggregate amount thereof The Company proposes to pay a dividend of ¥7.0 per common share of the Company. In this event, the total dividends will be ¥93,774,996. (iii) Effective date of dividends of surplus April 27, 2022 – 2 – Proposal No. 2 (1) Reasons for proposal Amendment to the Articles of Incorporation The revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022. Accordingly, the Company will newly establish provisions to take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format as well as provisions to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. The Company will also delete provisions for internet disclosure and deemed provision of reference documents for the general meeting of shareholders, etc., and establish supplementary provisions regarding the effective date, etc. (2) Details of amendments Details of amendments are as follows: Current Articles of Incorporation Article 15. (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or indicated in the reference documents of the general meeting of shareholders, business report, non-consolidated financial statements and/or consolidated financial statements through the internet in accordance with the provisions prescribed by the Ordinance of the Ministry of Justice, it may be deemed that the Company has provided this information to shareholders. (Newly established) (Underlined portions represent amendments.) Proposed amendments (Deleted) Article 15. (Measures for Providing Information in Electronic Format, Etc.) 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. – 3 – Current Articles of Incorporation Proposed amendments Supplementary Provisions (Newly established) Supplementary Provisions (Transitional Measures for Providing Information in Electronic Format, Etc.) 1. The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and the new establishment of the proposed revision of Article 15 (Measures for Providing Information in Electronic Format, Etc.) shall be effective from September 1, 2022, the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 15 of the current Articles of Incorporation shall remain effective regarding any general meeting of shareholders held on a date within six months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. – 4 – Proposal No. 3 Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of four Directors (excluding Directors who are Audit and Supervisory Committee Members; the same shall apply throughout this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes the election of four Directors. This proposal was reviewed by the Audit and Supervisory Committee, but the committee did not find any matters requiring special mention. The candidates for Director are as follows: Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company [Significant concurrent positions outside the Company] Number of the Company’s shares owned 1,512,000 Apr. 1981 Nov. 1988 Aug. 2006 Aug. 2006 Oct. 2006 Feb. 2009 Feb. 2009 Apr. 1991 July 2001 Feb. 2006 Feb. 2009 Oct. 2009 Apr. 2013 Feb. 2020 Joined Texas Instruments Japan Limited Joined IBM Japan, Ltd. Joined MP Technologies Co., Ltd. (currently Intea Holdings, Inc.) Director of Guest-Tek Interactive Entertainment Ltd. (Canada) Director and President of MP Technologies Co., Ltd. (currently Intea Holdings, Inc.) CEO of the Company (current position) Representative Director and President of MP Holdings, Inc. (currently Intea Holdings, Inc.) Joined Nihon Unisys, Ltd. Joined Citrix Systems Japan K.K. Joined MP Technologies Co., Ltd. (currently Intea Holdings, Inc.) General Manager of Solution Division Director and General Manager of Solution Division of the Company Director of MP Holdings, Inc. (currently Intea Holdings, Inc.) COO and General Manager of Solution Division of the Company COO and General Manager of Engineering No.1 Division (current position) Takashi Matsuura (September 19, 1968) 772,800 Naohiro Sato (July 8, 1958) 1 2 – 5 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company [Significant concurrent positions outside the Company] Number of the Company’s shares owned 3 Koichiro Banzai (February 19, 1974) 49,000 Apr. 1998 Oct. 2001 Mar. 2004 Mar. 2007 May 2007 Jan. 2011 Mar. 2011 Aug. 2011 Aug. 2011 Nov. 2011 Dec. 2015 Dec. 2015 Jan. 2018 Apr. 2020 Jan. 2021 Aug. 2021 Dec. 2021 Joined Merrill Lynch Securities Co., Ltd., Tokyo Branch Joined Deutsche Securities Inc., Tokyo Branch Joined Merrill Lynch Japan Securities Co., Ltd. Transferred to Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. Joined Deutsche Securities Inc. Joined SystemBIT Co., Ltd. Audit & Supervisory Board Member of the Company Director Director of Eishin Corporation (current position) Director of SystemBIT Co., Ltd. Representative Director and President of Life Sciences Computing Corporation Representative Director and President of SystemBIT Co., Ltd. Director of Axion Japan Co., Ltd. Outside Director of the Company (current position) Director and President of SystemBIT Co., Ltd. Representative Director and President of Aisatt Co., Ltd. (current position) Director of SystemBIT Co., Ltd. (current position) [Significant concurrent positions outside the Company] Director of Eishin Corporation Director of SystemBIT Co., Ltd. Representative Director and President of Aisatt Co., Ltd. Apr. 1971 Apr. 1997 Joined Sumitomo Corporation Representative Director and President of Sumisho Data Com Co., Ltd. President & CEO of Zuken NetWave Inc. Representative Director and President of NewGras Co., Ltd. (current position) Joined Fortinet Japan K.K. Director of CREATOR’S HEAD INC. Outside Director of the Company (current position) Apr. 2001 July 2008 Aug. 2009 June 2014 Apr. 2017 [Significant concurrent positions outside the Company] Representative Director and President of NewGras Co., Ltd. 4 Eiichi Takaya (May 4, 1948) 1,400 (Notes) 1. There is no special interest between any of the candidates and the Company. 2. Koichiro Banzai and Eiichi Takaya are candidates for outside Director. 3. Reasons for nomination as candidates for outside Director and overview of expected roles (1) Koichiro Banzai has broad insight and experience in the financial industry as well as abundant experience as a corporate manager. The Company believes he is capable of playing a significant role in the business judgement and the decision-making process in the Board of Directors through his experience, and therefore proposes his election as outside Director. (2) Eiichi Takaya has abundant experience as a corporate manager and deep knowledge cultivated through his experience. The Company believes he is capable of playing a significant role in making business judgements and the decision-making process in the Board of Directors, and therefore proposes his election as outside Director. 4. Koichiro Banzai is currently an outside Director of the Company, and his tenure as outside Director will have been two years at the conclusion of this meeting. Eiichi Takaya is currently an outside Director of the Company, and his tenure as an outside Director will have been five years at the conclusion of this meeting. 5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with Koichiro Banzai and Eiichi Takaya to limit their liability for damages under Article 423, paragraph (1) of the same – 6 – Act. The maximum amount of liability for damages under the agreements is the minimum liability amount provided for under laws and regulations. If the reelection of Mr. Banzai and Mr. Takaya is approved, the Company plans to renew the agreements with them. 6. The Company has submitted notification to Tokyo Stock Exchange that Eiichi Takaya has been designated as an independent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his designation as an independent officer to continue. 7. The Company has entered into a directors and officers liability insurance policy with an insurance company, under which all of the Directors are the insureds. The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of the performance of duties as a Director, 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. – 7 – Election of Three Directors Who Are Audit and Supervisory Committee Members Proposal No. 4 The terms of office of three Directors who are Audit and Supervisory Committee Members will expire at the conclusion of this meeting. Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee Members. In addition, prior consent of the Audit and Supervisory Committee has been obtained for this proposal. The candidates for Director who is an Audit and Supervisory Committee Member are as follows: Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned 1 Hidenori Matsuda (February 4, 1948) 2 Isao Yamamoto (August 20, 1948) Apr. 1970 June 2001 Jan. 2003 July 2007 July 2009 July 2014 Apr. 2016 Apr. 2020 Apr. 1973 Aug. 1981 May 1996 Jan. 1997 Jan. 1998 Sept. 1999 July 2006 Apr. 2007 Apr. 2017 Apr. 2020 Joined IBM Japan, Ltd. Representative Director and President of COMTEC INC. Representative Director and President of SRL Technosystem, Inc. Representative Director and President of Business Concierge Inc. Representative Director and President of ISID Advanced Outsourcing, Ltd. Representative Director and President of Business Concierge Inc. Outside Audit & Supervisory Board Member of the Company Outside Director who is an Audit and Supervisory Committee Member (current position) Joined Ikeno Tsuken Co., Ltd. Joined Japan Digital Equipment Corporation Joined Apple Japan, Inc. Joined Autodesk Inc. Joined Barn Japan Co., Ltd. Joined Citrix Systems Japan K.K. Executive Officer and General Manager of Operation Division Executive Officer and Vice President Outside Audit & Supervisory Board Member of the Company Outside Director who is an Audit and Supervisory Committee Member (current position) – – – 8 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Jan. 1983 July 1984 Feb. 1987 May 1990 Aug. 1992 Sept. 1992 June 2000 Feb. 2011 Apr. 2020 Joined Nemic-Lambda Co., Ltd. General Manager of Accounting Department General Manager of Administration Division and General Manager of Accounting Department Director, General Manager of Administration Division, and General Manager of Accounting Department Audit & Supervisory Board Member Head of Yoshii Certified Public Accountant Office (current position) Audit & Supervisory Board Member of COMTEC INC. (current position) Audit & Supervisory Board Member of Comnext Co., Ltd. Outside Director who is an Audit and Supervisory Committee Member of the Company (current position) 3 Kiyoshi Yoshii (October 18, 1947) – [Significant concurrent positions outside the Company] Head of Yoshii Certified Public Accountant Office Audit & Supervisory Board Member of COMTEC INC. (Notes) 1. Hidenori Matsuda, Isao Yamamoto, and Kiyoshi Yoshii are candidates for outside Director. 2. There is no special interest between any of the candidates and the Company. 3. Reasons for nomination as candidates for outside Director and overview of expected roles (1) Hidenori Matsuda has abundant business experience in the IT industry and deep knowledge cultivated through his experience. The Company believes he is capable of playing a role as an outside Director with objectivity from a fair, neutral, and independent standpoint, and therefore proposes his election as outside Director. (2) Isao Yamamoto has abundant business experience in the IT industry and deep knowledge cultivated through his experience. The Company believes he is capable of playing a role as an outside Director with objectivity from a fair, neutral, and independent standpoint, and therefore proposes his election as outside Director. (3) Kiyoshi Yoshii has expertise in finance and accounting as a certified public accountant as well as abundant auditing experience. The Company believes he is capable of playing a role as an outside Director with objectivity from a fair, neutral, and independent standpoint, and therefore proposes his election as outside Director. 4. Hidenori Matsuda, Isao Yamamoto and Kiyoshi Yoshii are currently outside Directors of the Company, and their tenure as outside Directors will have been two years at the conclusion of this meeting. 5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with Hidenori Matsuda, Isao Yamamoto and Kiyoshi Yoshii to limit their liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of liability for damages under the agreements is the minimum liability amount provided for under laws and regulations. If the reelection of Mr. Matsuda, Mr. Yamamoto and Mr. Yoshii is approved, the Company plans to renew the agreements with them. 6. The Company has submitted notification to Tokyo Stock Exchange that Hidenori Matsuda, Isao Yamamoto and Kiyoshi Yoshii 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. 7. The Company has entered into a directors and officers liability insurance policy with an insurance company, under which all of the Directors are the insureds. The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of the performance of duties as a Director, 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. – 9 – Proposal No. 5 Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors) The maximum amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company was resolved to be not more than ¥120 million per year (including the portion of outside Directors to be not more than ¥30 million per year) at the Annual General Meeting of Shareholders held on April 22, 2020. The Company hereby proposes the introduction of the remuneration plan for granting restricted shares to Directors of the Company (excluding Directors who are Audit and Supervisory Committee Members and outside Directors; hereinafter, “Eligible Directors”), in order to provide the Company’s Directors with an incentive to increase the Company’s corporate value in a sustainable manner and to further promote shared values between the Directors and shareholders. The Company, therefore, proposes that the total amount of monetary remuneration to be paid to the Eligible Directors for the purpose of granting them restricted shares shall be not more than ¥20 million per year, which is considered to be appropriate based on the above objectives, separately from the current maximum amount of monetary remuneration for Directors, and that the total number of common shares of the Company issued or disposed of by the Company under the plan shall be not more than 30,000 shares per year. The specific allocation to each Eligible Director shall be determined by resolution of the Board of Directors. The number of Eligible Directors is currently two. Subject to the approval and adoption of Proposal 3 as originally proposed, the number of Eligible Directors will be two. Furthermore, the Eligible Directors shall pay all monetary remuneration claims to be provided under this proposal in the form of property contributed in kind, in accordance with the resolution of the Board of Directors of the Company, and shall, in return, receive common shares of the Company that shall be issued or disposed of by the Company. The total number of common shares of the Company to be issued or disposed of shall be not more than 30,000 shares per year (however, if, on or after the day on which this proposal is approved and adopted, the Company performs a share split (including allotment of shares without contribution) or a reverse share split of its common shares, or any other reason arises necessitating an adjustment to the total number of common shares of the Company to be issued or disposed of as restricted shares, the relevant total number shall be reasonably adjusted). The amount to be paid in per share shall be determined by the Board of Directors based on the closing price of the Company’s common share on the Tokyo Stock Exchange on the business day immediately before each date of resolution by the Board of Directors (if there is no closing price on such date, the closing price on the closest preceding trading day) within the extent that will not be particularly advantageous to the Eligible Directors. For the purpose of such issuance or disposal of common shares of the Company, a contract on the allotment of restricted shares (hereinafter, the “Allotment Agreement”) that includes the following provisions shall be concluded between the Company and Eligible Directors. (1) Eligible Directors shall, during a period from the date of delivery of restricted shares to the date that they lose their positions as Director of the Company or any other positions determined by the Board of Directors of the Company (hereinafter, the “Transfer Restriction Period”), be prohibited from transfers, creation of security interest on, or otherwise dispose of the common shares of the Company allotted according to the Allotment Agreement (hereinafter, the “Allotted Shares”) (hereinafter, the “Transfer Restrictions”). (2) If an Eligible Director loses any of the positions mentioned in (1) above before the expiration of the period separately specified by the Board of Directors of the Company (hereinafter, the “Service Period”), the Company shall automatically acquire the Allotted Shares without contribution unless there is any reason the Board of the Company deems justifiable. (3) The Company shall, on the condition that Eligible Directors continuously remain in the positions as Director of the Company or any other positions determined by the Board of Directors of the Company throughout the Service Period, lift the Transfer Restrictions of all of the Allotted Shares upon expiration of the Transfer Restriction Period. However, if the Eligible Director loses any of the positions mentioned in (1) above before the expiration of the Service Period due to the reason the Board of Directors the Company deems justifiable, which is designated in (2) above, the Company shall rationally adjust the number of the Allotted Shares on which the Transfer Restrictions are to be lifted, and the timing of lifting as needed. – 10 – (4) The Company shall automatically acquire without contribution the Allotted Shares on which the Transfer Restrictions have not been lifted at the expiration of the Transfer Restriction Period in accordance with the provision of (3) above. (5) If, during the Transfer Restriction Period, matters relating to a merger agreement in which the Company is the disappearing company, a share exchange agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. are approved at the Company’s general meeting of shareholders (or at a meeting of its Board of Directors in cases where approval at the Company’s general meeting of shareholders is not required in relation to the reorganization, etc.), the Company shall lift the Transfer Restrictions on the Allotted Shares with the number of shares that is reasonably determined prior to the date on which the reorganization, etc. becomes effective, by resolution of the Board of Directors of the Company. (6) In cases specified in (5) above, the Company shall automatically acquire without contribution the Allotted Shares on which the Transfer Restrictions have still not been lifted as of the time immediately after the Transfer Restrictions were lifted in accordance with the provision of (5) above. (7) The method for expressing intentions and giving notifications in the Allotment Agreement, the method for amending the Allotment Agreement, and other matters to be determined by the Board of Directors shall be laid out in the Allotment Agreement. The Company established a policy for determining the details of remuneration, etc. for Directors at the Board of Directors meeting held on March 22, 2022. The Company plans to change this policy so that it is aligned with this proposal, subject to the approval of this proposal. Additionally, as outlined above, the amount to be paid in for the Allotted Shares will be an amount within the extent that will not be particularly advantageous to the Eligible Directors, while the dilution rate is also insignificant, so granting the Allotted Shares has been determined to be appropriate. (Reference) Subject to gaining approval of this proposal, the Company intends to introduce a restricted share remuneration plan that is similar to this plan for the Company’s employees. – 11 –