Ｕｂｉｃｏｍホールディングス（3937） – Notice of Convocation Annual General Meeting 2022

This document has been translated from 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: Securities code: 3937 June 8, 2022 Masayuki Aoki CEO Ubicom Holdings, Inc. 2-23-11 Koishikawa, Bunkyo-ku, Tokyo, Japan THE 17TH ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE OF Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We hereby inform you that the 17th Annual General Meeting of Shareholders of Ubicom Holdings, Inc. (the “Company”) will be held as described below. You can exercise your voting rights in writing or via the internet, etc. instead of attending the meeting in person. Please review the Reference Documents for the General Meeting of Shareholders contained herein, express your approval or disapproval on the enclosed voting form, and return it to arrive no later than 5:30 p.m. on Wednesday, June 22, 2022, Japan time. 1. Date and Time: 2. Place: Thursday, June 23, 2022 at 10:00 a.m. Japan time (Reception desk opens at 9:00 a.m.) Hall 3A, TKP Ichigaya Conference Center, TKP Ichigaya Building, 8 Ichigaya-Hachimancho, Shinjuku-ku, Tokyo 3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Non- Proposals to be resolved: Proposal 1: Proposal 2: consolidated Financial Statements for the Company’s 17th Fiscal Year (April 1, 2021 – March 31, 2022) 2. Results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements Partial Amendments to the Articles of Incorporation Election of Five (5) Directors ◎ Please submit the enclosed voting form at the reception desk when attending the meeting. Please bring this notice with you as well to save resources. ◎ The Company has posted the following documents (1) to (14) on its website (https://www.ubicom-hd.com/). These documents are not included in this notice or its attachments as stipulated in laws and regulations as well as Article 15 of the Articles of Incorporation of the Company. (1) Business Report “Changes in the Status of Assets and Income” (2) Business Report “Principal Business” (3) Business Report “Major Offices and Plants” (4) Business Report “Status of Employees” (5) Business Report “Status of Principal Lenders” (6) Business Report “Matters Regarding the Company’s Share Acquisition Rights” (7) Business Report “Status of Accounting Auditors” – 1 – Status” (8) Business Report “System to Ensure the Appropriateness of Business Activities and Its Operating (9) Business Report “Basic Policy Regarding Control of the Company” (10) Business Report “Policy on Determination of Dividends of Surplus, Etc.” (11) Consolidated Financial Statements “Consolidated Statements of Changes in Net Assets” (12) Consolidated Financial Statements “Notes to Consolidated Financial Statements” (13) Non-consolidated Financial Statements “Non-consolidated Statements of Changes in Net Assets” (14) Non-consolidated Financial Statements “Notes to Non-consolidated Financial Statements” Therefore, the attachments to this notice constitute a part of the Business Report audited by the Audit & Supervisory Board Members and of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor for the preparation of their respective audit reports. ◎ Any updates to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements will be posted on the Company’s website (https://www.ubicom-hd.com/). ◎ Due to concerns over the spread of COVID-19, the Company recommends shareholders to exercise their voting rights by mail or via the internet, etc. to the extent possible. Attending shareholders are requested to be aware of their health condition until the day of the meeting and cooperate to prevent infection, such as by bringing and wearing masks. ◎ The meeting will be broadcast live on the internet. – 2 – Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Partial Amendments to the Articles of Incorporation 1. Reason for amendments 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) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Company proposes amendment of its Articles of Incorporation as follows. (1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. – 3 – 2. Details of the amendments The details of the amendments are as follows. Current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference documents for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by disclosing such information through the internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. (Amended parts are underlined.) Proposed amendment (Measures for Electronic Provision, Etc. of Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 The Company shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. – 4 – Current Articles of Incorporation Article 1 Proposed amendment Supplementary Provisions The deletion of the provisions 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 establishment of the provisions of the amended Article 15 (Measures for Electronic Provision, Etc. of Reference Documents for the General Meeting of Shareholders, Etc.) shall come into effect on September 1, 2022, which is the date of enforcement of 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) (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. – 5 – 1 Proposal 2: Election of Five (5) Directors The terms of office of all of the five (5) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of five (5) Directors. The candidates for Directors are as follows: No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Masayuki Aoki (July 29, 1958) 4,599,680 November 1985 May 1990 July 1995 May 1998 Joined Le Monde Des Gourmet Inc. (Subsidiary of World Co., Ltd.) Director, Le Monde Des Gourmet Inc. Transferred to World Co., Ltd. Transferred to World Creative Lab. (subsidiary of World Co., Ltd.) President and Representative Director, WCL, Ltd. March 2005 December 2005 Chairman of the Board, the Company March 2008 April 2010 Director, Advanced World Solutions, Ltd. President and Representative Director, First Stemcell Japan Inc. Director, AWS (Beijing), Ltd. (to present) Representative Director, Aoki International Co., Ltd. Chief Executive Officer (CEO), the Company (to present) Director, AIS Co., Ltd. Director and Chairman of the Board, AIS Co., Ltd. Chairman of the Board, AIS Co., Ltd. (to present) August 2012 June 2013 June 2013 June 2015 April 2017 June 2019 [Reason for nomination as candidate for Director] Mr. Masayuki Aoki has established and grown the Group into what it is today as CEO, and continues to oversee the management of the Group under his strong leadership. His proven track record and extensive experience and knowledge in corporate management and business as well as his enthusiasm for the sustainable enhancement of corporate value will be necessary for the further growth of the Group in the future and the enhancement of its corporate value over the medium to long term. Therefore, the Company proposes that he be reelected as Director. – 6 – No. 2 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Akira Konishi (November 15, 1947) 567,500 April 1971 September 1974 June 1993 June 1994 June 1997 January 2000 February 2002 March 2002 March 2002 July 2002 Joined Sankyo Seiki Mfg. Co., Ltd. (currently Nidec Sankyo Corporation) Joined IBM Japan, Ltd. Executive Vice President, APTi-Philippines, Inc. (currently Advanced World Systems, Inc.) Seconded to APTi Corporation (currently JB Advanced Technology Corporation); Director and General Manager, Development Division CEO and President, APTi-Philippines, Inc. President, Alsons/APTi Information Systems, Inc. (currently Alsons/AWS Information Systems, Inc.) (to present) CEO and President, ADTEX PHILIPPINES, INC. Director, ADTEX Inc. Chairman and CEO, ADTX SYSTEMS, INC. (currently Advanced World Systems, Inc.) CEO and President, ADTX SYSTEMS, INC. (currently Advanced World Systems, Inc.) Senior Managing Director, ADTEX Inc. March 2005 December 2005 CEO, the Company June 2006 August 2006 June 2007 March 2008 June 2013 Chairman, CEO and President, Advanced World Systems, Inc. (to present) Chairman, CEO and President, Advanced World Solutions, Inc. (to present) President and Director, the Company Director, Advanced World Solutions, Ltd. Vice President, Director and Chief Operating Officer (COO), the Company (to present) [Reason for nomination as candidate for Director] Mr. Akira Konishi has established and grown the Philippine subsidiary, an important base for the Company’s global business, as CEO of the subsidiary. He also continues to oversee the management of the Group as Vice President, Director and COO, together with Mr. Masayuki Aoki, CEO of the Company. Mr. Konishi’s proven track record and extensive experience and knowledge in the management of overseas offices and in overseas business will be necessary for the further growth of the Group in the future and the enhancement of its corporate value over the medium to long term. Therefore, the Company proposes that he be reelected as Director. – 7 – No. 3 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Yasuhiro Ishihara (September 12, 1961) April 1984 January 2001 July 2018 August 2018 August 2018 June 2019 July 2020 Joined IBM Japan, Ltd. General Manager, GBS Financial Services and Delivery Department, IBM Japan, Ltd. Joined the Company as Executive Officer, attached to Enterprise Solutions Business Division Director, Advanced World Systems, Inc. (to present) Director, Advanced World Solutions, Inc. (to present) Director, General Manager, Enterprise Solutions Business Division, the Company (to present) Director, Alsons/AWS Information Systems, Inc. (to present) Number of shares of the Company held – [Reason for nomination as candidate for Director] After having worked for a global IT company, Mr. Yasuhiro Ishihara currently serves as Director of the Company and concurrently as General Manager of the Enterprise Solutions Business Division to oversee its operations. His proven track record in said field with a focus on finance, and broad experience and knowledge that cover areas ranging from marketing to technology, will be necessary for the further growth of the Group in the future and the enhancement of its corporate value over the medium to long term. Therefore, in order to accelerate the drive of expanding said business, the Company proposes that he be reelected as Director. – 8 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Yoshinori Hashitani (January 27, 1959) 4 1,000 September 2009 Vice President in charge of General Affairs and April 1982 May 1994 March 1998 July 2000 April 2003 July 2007 February 2009 April 2010 January 2011 April 2014 April 2014 June 2017 June 2019 April 2020 Joined Sony Corporation (currently Sony Group Corporation) Representative Director & President, Sony Financial Services Europe Inc. Representative Director & President, Sony Europe Finance PLC Head of CEO Strategy Office, Sony Corporation Head of Brand Strategy Office General Manager, General Affairs Center President, Representative Director and Executive Officer, Sony Facility Management Co., Ltd. Secretarial Departments, Sony Corporation Trustee, Sony Institute of Higher Education (to present) Vice President in charge of IR and Secretarial Departments, Sony Corporation Vice President in charge of Secretarial Department and General Manager of General Affairs Center, Sony Corporation Representative Director, Executive Officer & President, Sony Corporate Services (Japan) Corporation Department and Senior General Manager of CSR Department, Sony Corporation Chairman, Representative Director and Executive Officer, Frontage Inc. Outside Director, the Company (to present) Executive Officer, Vice Chairman and Co-CEO, Quantum Leaps Corporation (to present) September 2015 Vice President of Corporate Communications [Reason for nomination as candidate for Outside Director and outline of expected roles] Mr. Yoshinori Hashitani has a wealth of experience and insight as the head of operations at one of Japan’s leading global companies. In order to incorporate them, in particular his experience in general affairs, IR, corporate communications strategies, etc. under a global setting, into the enhancement of the Company’s management structure, the Company proposes that he be reelected as Outside Director. – 9 – No. 5 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Toshiyuki Ito (March 11, 1958) 1,000 April 1981 August 1997 May 1999 August 2002 Joined Maritime Self-Defense Force, Ministry of Defense Commanding Officer, JS Hayashio (Commander) Defense Attaché, Embassy of Japan in the United States of America (seconded to the Ministry of Foreign Affairs) Commanding Officer, Submarine Division 2, Maritime Self-Defense Force (Captain) September 2003 Director, Public Relations Office, Maritime Staff March 2006 March 2009 July 2010 December 2011 August 2013 August 2014 February 2016 June 2019 Office (Captain) Director, Intelligence Division (Captain) Intelligence General, Intelligence Division (Rear Admiral) Director General, C4I Department, Maritime Staff Office (Rear Admiral) Superintendent, MSDF Second Service School (Rear Admiral) Commandant, Joint Staff College (Vice Admiral) Commandant, Kure District, Maritime Self-Defense Force (Vice Admiral) Professor, Graduate School of Innovation Management, Toranomon Campus, Kanazawa Institute of Technology (to present) Outside Director, the Company (to present) [Reason for nomination as candidate for Outside Director and outline of expected roles] Although Mr. Toshiyuki Ito has not been directly involved in corporate management, he is currently a graduate school professor who teaches organization theory and risk management, based on his wealth of experience and insight he acquired as the head of various organizations in the Maritime Self-Defense Force and as a Self-Defense Force official with various duties, including overseas assignments. He has been contributing to the enhancement of the Company’s management structure and is expected to further promote the Group’s organizational innovation. Therefore, the Company proposes that he be reelected as Outside Director. Notes: 1. There are no special interests between each candidate and the Company. 2. Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito are candidates for Outside Directors. 3. Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito are currently Outside Directors of the Company, and their terms of office as Outside Directors will have been three years at the conclusion of this General Meeting of Shareholders. 4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into a limited liability agreement with each of Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito to limit their liability for damages set forth in Article 423, Paragraph 1 of said Act. The maximum amount of liability for damages based on said agreement shall be the minimum amount stipulated by laws and regulations. The Company will continue the above-mentioned agreement with each of them if their reelection as Outside Director is approved. 5. Mr. Yoshinori Hashitani and Mr. Toshiyuki Ito satisfy the requirements for Independent Officers as provided for by the Tokyo Stock Exchange, and if their election is approved, the Company will designate them as Independent Officers and submit a notification of the designation to said Exchange. 6. The Company has entered into a directors and officers liability insurance agreement with an insurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under – 10 – said insurance agreement, damages that may arise as a result of the insured directors and officers assuming responsibilities regarding the execution of their duties or receiving claims pertaining to the pursuit of such responsibilities shall be covered. Each candidate will be included as the insured under said insurance agreement, and the Company plans to renew said insurance agreement during their terms of office. – 11 – ■ Expected knowledge and experience in particular Outside) (Independent/ strategy &Business management Corporate experience International Name Position Masayuki Aoki Akira Konishi Yasuhiro Ishihara Director Director Director Yoshinori Hashitani Director Toshiyuki Ito Director Kazuki Matsumoto Yasutaka Oshita Shimon Morishita Audit & Supervisory Board Member Audit & Supervisory Board Member Audit & Supervisory Board Member ○ ○ ○ ○ Marketing Sales & ○ ○ &R&D Technology operation Organizational development & HR Sustainability SDGs & ○ Finance Affairs & Financial Compliance Legal & ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ – 12 –