Computer Engineering nsulting : Notice of the 56th Ordinary General Meeting of Shareholders

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.

[Issued document]

Securities code: 9692

(Date of issue) April 3, 2024

To our shareholders:

1-11 Higashihara 5-chome, Zama-shi, Kanagawa Computer Engineering & Consulting Ltd.

Takashi Himeno, President

Notice of the 56th Ordinary General Meeting of Shareholders

Greetings and best wishes.

Please note that the 56th Ordinary General Meeting of Shareholders of Computer Engineering & Consulting Ltd. ("Company") will be held as described below.

In convening this meeting, the Company takes an electronic provision measure for information contained in reference documents for the General Meeting of Shareholders ("items provided electronically"). These items provided electronically are posted as the "Notice of the 56th Ordinary General Meeting of Shareholders" on the Company website. To view them, please visit the Company website at the URL below.

Company website:https://www.cec-ltd.co.jp/en/ir/shareholders_meeting/

In addition to the website above, the items provided electronically are also posted on the Tokyo Stock Exchange ("TSE") website. To view them, please visit the TSE website at the URL below (TSE Listed Company Search), enter the issue name (company name) "Computer Engineering & Consulting LTD" or the securities code "9692" to conduct search, and select "Basic information," then "Documents for public inspection/PR information" to view the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection."

TSE website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the Meeting, you may exercise your voting rights via the Internet or in writing. Please review the reference documents for the General Meeting of Shareholders on either of the websites above and exercise your voting rights no later than 5:45 pm on Monday, April 22, 2024 (JST).

• 1. 10:00 am (reception opens 9:00 am), Tuesday, April 23, 2024 (JST)

Date and time

2.

Venue

Meeting Room, 6F, Building A, Company Head Office (Sagamino System Laboratory)

1-11 Higashihara 5-chome, Zama-shi, Kanagawa

3. Purposes of the Meeting

Items to be reported

• 1. Business report, consolidated financial statements, and reports on the results of audits of the consolidated financial statements by the Accounting Auditor and Audit and Supervisory Committee for the 56th fiscal period (February 1, 2023 - January 31, 2024)

• 2. Report on non-consolidated financial statements for the 56th fiscal period (February 1, 2023 -January 31, 2024)

Items to be resolved

Item No. 1	Appropriation of surplus
Item No. 2	Election of nine (9) Directors who are not Audit and Supervisory Committee
Members
Item No. 3	Election of three (3) Directors who are Audit and Supervisory Committee
Members
Item No. 4	Election of two (2) substitute Directors who will be Audit and Supervisory
Committee Members

4. Decisions made in convening the meeting

• (1) Pursuant to laws and regulations and the Company's Articles of Incorporation, the following items provided electronically are not included in the printed documents to be delivered to shareholders who have requested delivery of printed documents.

  Therefore, the documents to be delivered to shareholders who have requested printed documents contain only a portion of the documents audited by the Accounting Auditor and Audit and Supervisory Committee in the course of preparing audit reports.

  i) Business progress and results, issues to be addressed, transition of status of assets and profits and losses, main business, main business sites, state of employees, main lenders, other important information relating to present situation of the Group, information relating to shares of the Company, information on new share subscription rights from the Company, change of Directors during the reporting fiscal year, an outline of the contents of liability limitation agreements, an outline of the contents of the directors and officers liability insurance contract, information on Outside Directors, information on Accounting Auditors, an outline of a system to secure the appropriateness of the Company's operations and the operation status that are each stated in the Business Report; and ii) Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Changes in Shareholders' Equity, and Notes to Consolidated Financial Statements that are contained in Consolidated Financial Statements; iii) Balance Sheet, Statement of Income, Statement of Changes in Shareholders' Equity, and Notes to Non-consolidated Financial Statements that are contained in Non-consolidated Financial Statements; iv) financial audit report on Consolidated Financial Statements, financial audit report on Non-consolidated Financial Statements; and v) audit report by the Audit and Supervisory Committee.

• (2) If voting rights are exercised by a single voting right holder via the Internet or other electronic means and via a voting form, the exercise of the voting rights via the Internet or other electronic means shall be deemed valid. If voting rights are exercised by a single voting right holder more than once via the Internet or other electronic means, the last exercise of the voting rights shall be deemed valid.

• (3) Returned voting forms that have no indication of an affirmative or negative vote on each item of the agenda shall be deemed to indicate an affirmative vote on the item.

• ◎ Please submit the voting form to the reception desk at the venue when you arrive on the day of the Meeting. Plans call for the reception to begin at 9:00 am.

• ◎ Any revisions to the items provided electronically will be announced on the Company website and the TSE website, together with the items before and after such revision.

• ◎ To lessen environmental impact, the number of copies of printed documents for the General

  Meeting of Shareholders distributed at the venue will be limited. If you will attend the Meeting and would like to view the documents during the Meeting, please print and bring them by yourself or make your own personal electronic device ready for displaying.

• ◎ Any changes in the proceedings of the General Meeting of Shareholders will be announced on the Company website (https://www.cec-ltd.co.jp).

• ◎ No souvenirs will be provided to shareholders attending the General Meeting of Shareholders. We ask for your understanding.

Reference Document for the General Meeting of ShareholdersItem No. 1

Appropriation of surplusThe Company views returns of profits to shareholders as a major issue. Its basic policy is to pay stable dividends.

Based on a comprehensive consideration of business performance, financial standing, future business development, and other matters, the Company proposes the following for year-end dividends for the fiscal year under review, which will be an increase of 10 yen per share from the last year-end dividends.

Matters concerning year-end dividends

Type of dividend property

Cash

Allocation of dividend property to shareholders and total amount thereof

Dividend per Company common share: Total amount: 30 yen 1,008,484,140 yen Combined with the interim dividend of 25 yen per share already paid, the above dividend will result in annual dividends of 55 yen per share.

Effective date of dividend of surplus

April 24, 2024

Item No. 2

Election of nine (9) Directors who are not Audit and Supervisory Committee Members

The terms of office of all nine (9) Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies hereafter in this proposal) shall expire upon the end of this General Meeting of Shareholders. Accordingly, the Company requests the approval of the appointment of nine (9) Directors.

Each candidate was selected by the Board of Directors after deliberation by the Nomination Committee, a majority of whose membership consists of Outside Directors. The Audit and Supervisory Committee has reported no objection to the candidates or to the selection process.

The candidates for Directors are given below.

[Reference] List of candidates for Directors

No.	Name	Current Company position	Attributes	Attendance at meetings of the Board of Directors
1	Reappointment Takashi Himeno	President	Male	16/16 times
2	Reappointment Manabu Fujiwara	Managing Director	Male	16/16 times
3	Reappointment Masato Tamano	Director	Male	16/16 times
4	Reappointment Hideki Takagi	Director	Male	13/13 times
5	Reappointment Atsushi Ookita	Director	Male	13/13 times
6	Reappointment Yasuo Sakai	Director	Male	13/13 times
7	Reappointment Masahiko Ootsuka	Outside Director	Outside Independent Male	16/16 times
8	Reappointment Shizuyo Takahashi	Outside Director	Outside Independent Female	13/13 times
9	Reappointment Noriko Kosugi	Outside Director	Outside Independent Female	13/13 times

No.	Name (Date of birth)	Career summary, positions, responsibilities, and significant concurrent positions	Company shares owned
1	Takashi Himeno (May 2, 1967) ReappointmentMale	April 1992 Joined the Company February 2011 General Manager, Services Division 1, Platform Services Unit February 2013 February 2014 Unit President, Platform Services Unit Executive Officer February 2020 April 2020 Unit President, Security Services Unit, Platform Architect Business Group Director/Executive Officer February 2022 Unit President, Security Services Unit, Platform Architect Business Group President, COMSTAFF Co., Ltd. Director/Executive Officer Group President, Platform Architect Business Group February 2023 President (incumbent)	7,000 shares
(Reasons for nomination as candidate for Director) Having served as a Director since 2020, Mr. Takashi Himeno was appointed Representative Director in February 2023 after working in the Company's system creation, data center, and security service areas. Mr. Himeno has extensive knowledge, experience, and track record in the Company's business and management. The Company requests his reappointment as Director in light of his important role in the continuing growth and development of the Group.
2	Manabu Fujiwara (October 27, 1963) ReappointmentMale	April 1986 Joined the Company February 2007 April 2014 April 2015 Manager, Sales Division, Control System Business Group Corporate Auditor Director/Executive Officer February 2018 Unit President, Corporate Support Unit Director/Executive Officer February 2020 Unit President, Digital Engineering Unit, Digital Industry Business Group Director/Executive Officer February 2023 Unit President, Corporate Administration Unit Managing Director/Executive Managing Officer Group President, Corporate Management Group (incumbent)	7,100 shares
(Reasons for nomination as candidate for Director) Mr. Manabu Fujiwara has extensive experience and insights, chiefly in areas of Company sales, system development, human resources, general affairs, and accounting and finance. The Company requests his reappointment as Director in the expectation that he will continue to contribute to swift and appropriate decision-making by the Board.
No.	Name (Date of birth)	Career summary, positions, responsibilities, and significant concurrent positions	Company shares owned
3	Masato Tamano (January 21, 1960) ReappointmentMale	April 1982 July 2006 Joined Toyota Motor Co., Ltd. (now Toyota Motor Corporation) General Manager, Production and Logistics Office, Corporate IT Department January 2007 April 2011 April 2015 April 2018 February 2022 Seconded to Toyota Communication Systems Co., Ltd. (now TOYOTA SYSTEMS CORPORATION) Seconded to Japan Automobile Recycling Promotion Center Seconded to the Company Director/Executive Officer Transferred to the Company Director/Executive Officer Group President, Area Control Business Group (incumbent)	7,400 shares
(Reasons for nomination as candidate for Director) Mr. Masato Tamano has extensive experience and insights in system development and related areas in the assembly and manufacturing industry. The Company requests his reappointment as Director in the expectation that he will continue to contribute to swift and appropriate decision-making by the Board.
4	Hideki Takagi (December 11, 1968) ReappointmentMale	February 1992 Joined the Company February 2011 Manager, Sales Division 3, PROVEQ Service Unit February 2014 February 2015 Unit President/Manager, Sales Division, PROVEQ Service Unit Unit President, Digital Engineering Unit Unit President, Product Development Support Unit May 2020 Executive Officer Unit President, Data Center Services Unit, Service Integration Business Group February 2021 Executive Officer February 2022 Unit President, Security Services Unit, Platform Architect Business Group Executive Officer February 2023 Unit President, Security Services Unit, Platform Architect Business Group Executive Officer April 2023 Group President, Platform Architect Business Group (incumbent) Director (incumbent) February 2024 President, Oita Computer Engineering & Consulting Ltd. (incumbent) [Significant concurrent position] President, Oita Computer Engineering & Consulting Ltd.	2,400 shares
(Reasons for nomination as candidate for Director) Mr. Hideki Takagi has extensive experience and insights in the Company's system creation, data center, and security service areas. The Company requests his reappointment as Director in the expectation that he will continue to contribute to swift and appropriate decision-making by the Board.
No.	Name (Date of birth)	Career summary, positions, responsibilities, and significant concurrent positions	Company shares owned
5	Atsushi Ookita (November 23, 1969) ReappointmentMale	April 1990 July 2007 Joined Robin Co., Ltd. (now ESECTOR, LTD.) Transferred to the Company February 2013 General Manager, Services Division 2, Chubu Service Unit February 2017 Unit President, Chubu Service Division 1, Industry Automation Business Group May 2020 Executive Officer February 2022 Unit President, Chubu Service Unit, Digital Industry Business Group Executive Officer February 2023 Unit President, Nishinihon Service Unit, Area Control Business Group Executive Officer February 2023 Group President, Service Integration Business Group (incumbent) President & CEO, Computer Engineering & Consulting (Shanghai), Ltd. April 2023 Director (incumbent) February 2024 President, COMSTAFF Co., Ltd. (incumbent) February 2024 President, Computer Engineering & Consulting (Shanghai), Ltd. (incumbent) [Significant concurrent positions] President, COMSTAFF Co., Ltd. President, Computer Engineering & Consulting (Shanghai), Ltd.	400 shares
(Reasons for nomination as candidate for Director) Mr. Atsushi Ookita has extensive experience and insights in system development and related areas in the assembly and manufacturing industry. The Company requests his reappointment as Director in the expectation that he will continue to contribute to swift and appropriate decision-making by the Board.
No.	Name (Date of birth)	Career summary, positions, responsibilities, and significant concurrent positions	Company shares owned
6	Yasuo Sakai (May 28, 1965) ReappointmentMale	April 1989 Joined the Company February 2013 General Manager, Service Division 5, Chubu Service Unit February 2017 May 2020 Unit President, Chubu Service Unit 2, Industry Automation Business Group Executive Officer February 2022 Unit President, Mobility Services Unit, Digital Industry Business Group Executive Officer February 2023 Unit President, Connected Services Unit, Digital Industry Business Group Executive Officer April 2023 Group President, Digital Industry Business Group (incumbent) Director (incumbent)	1,100 shares
(Reasons for nomination as candidate for Director) Mr. Yasuo Sakai has extensive experience and insights in system development and related areas in the assembly and manufacturing industry. The Company requests his reappointment as Director in the expectation that he will continue to contribute to swift and appropriate decision-making by the Board.
7	Masahiko Ootsuka (July 16, 1953) ReappointmentMale OutsideIndependent	April 1978 April 2002 Joined Nissan Motor Co., Ltd. General Manager, Cost Reduction Promotion Office April 2005 VP, JATCO Ltd. April 2007 CEO, Automotive Energy Supply Corporation (now Envision AESC Japan Ltd.) October 2010 Advisor June 2013 Outside Statutory Auditor, NISSAN SHATAI CO., LTD. June 2013 Outside Corporate Auditor, Nissan Kohki Co., Ltd. April 2018 Outside Director, the Company (incumbent)	-- shares
(Reasons for nomination as candidate for Outside Director and overview of expected roles) Mr. Masahiko Ootsuka has knowledge and experience accumulated while serving as an officer at affiliates of a major automaker. The Company requests his reappointment as Outside Director in the expectation that he will continue to give advice and oversee business execution from a broad management perspective as an Outside Director.
No.	Name (Date of birth)	Career summary, positions, responsibilities, and significant concurrent positions	Company shares owned
8	Shizuyo Takahashi (February 24, 1962) ReappointmentFemaleOutsideIndependent	April 1984 Joined Tokyo Branch, Chase Manhattan Bank (now JPMorgan Chase & Co.) December 1990 Joined Chuo Coopers & Lybrand Consulting Co., Ltd. October 1994 Joined Future System Consulting Corp. (now Future Corporation) April 2004 Executive officer April 2008 Unit President Executive officer January 2016 July 2017 Unit Manager, Human Resources Unit Joined Business Brain Showa-Ota Inc. Joined WELLNET CORPORATION September 2017 Director Administration ManagerJuly 2020 Outside Director, baby calendar Inc. (incumbent) April 2023 Outside Director, the Company (incumbent) June 2023 Outside Director, Iino Kaiun Kaisha, Ltd. (incumbent) [Significant concurrent positions] Outside Director, baby calendar Inc. Outside Director, Iino Kaiun Kaisha, Ltd.	-- shares
(Reasons for nomination as candidate for Outside Director and overview of expected roles) Ms. Shizuyo Takahashi has experience as head of a business division and a human resources division at a system development company and as a director and head of an administrative division at a company listed on the First Section of the Tokyo Stock Exchange. The Company requests her reappointment as Outside Director in the expectation that she will continue to give advice based on a comprehensive perspective and oversee business execution from a practical point of view, particularly in addressing Company issues related to human capital.

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