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.

Securities code: 4662 June 14, 2023 (Commencement date of measures for electronic provision: June 7, 2023)

To Shareholders with Voting Rights:

Keiichi Mori

President, Representative Director

Focus Systems Corporation

2-7-8 Higashi Gotanda, Shinagawa-ku,

Tokyo, Japan

NOTICE OF

THE 47TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We hereby inform you that the 47th Ordinary General Meeting of Shareholders of Focus Systems Corporation (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision, and posted matters subject to the measures for electronic provision as the "Notice of the 47th Ordinary General Meeting of Shareholders" on the following website on the Internet.

[Company's website] https://www.focus-s.com/focus-s/en/

You are kindly requested to access the website above and check the information.

In addition to the above, this information has also been posted on the following website on the Internet. [Tokyo Stock Exchange (TSE) website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the TSE website above, enter the Company's issue name (company name) or securities code "4662" and click "Search," then select "Basic information" and "Documents for public inspection/PR information" and view the contents of the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting."

If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders below, follow the "Guide to the Exercise of Voting Rights" on page 3 of the Japanese version of the Notice, and exercise your voting rights no later than 5:45 p.m. on June 28, 2023 (JST).

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1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (JST) (Reception is scheduled to start at 9:30 a.m.)

2. Place:

TKP Garden City Premium Tamachi

4th floor, msb Tamachi Station Tower S

3-1-21, Shibaura, Minato-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported:The Business Report and Non-Consolidated Financial Statements for the Company's 47th Fiscal Year (April 1, 2022 - March 31, 2023)

Proposals to be resolved:

  • Proposal 1: Appropriation of Surplus

    Proposal 2: Election of Six (6) Directors

    Proposal 3: Election of One (1) Audit & Supervisory Board Member

    Proposal 4: Provision of Bonuses to Directors

  • When attending the Meeting in person, please submit the enclosed voting form at the reception.
  • In accordance with Article 15 of the Company's Articles of Incorporation, exercise of voting rights by proxy is permitted, provided that another shareholder with voting rights is designated as a proxy. To enable exercise of voting rights by proxy, please submit a document evidencing the proxy's power of representation (proxy form).
  • If there is no indication of approval or disapproval for each proposal on the voting form, the Company will treat the vote as an approval.
  • Of the paper-based documents delivered to shareholders who have requested document delivery, the Company does not include the "Company structure and policy" of the Business Report, the "Non- Consolidated Statement of Changes in Shareholders' Equity" and "Notes to Non-Consolidated Financial Statements" of the Non-Consolidated Financial Statements in accordance with laws and regulations and Article 13 of the Company's Articles of Incorporation. These are a portion of the documents that have been audited by the Audit & Supervisory Board Members and Accounting Auditor in preparing their audit reports.
  • Any revisions to the matters subject to the measures for electronic provision will be posted on each website on which the matters are posted.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Based on the Company's policy of continuous stable dividends and taking into consideration profit distribution in line with business performance of the current fiscal year, the Company proposes to pay a year-end dividend for the current fiscal year as follows.

  1. Type of dividend property Cash.
  2. Matters concerning allotment of dividend property to shareholders and their aggregate amount 30 yen per common share of the Company (ordinary dividend: 30 yen)
    (Reference) The annual dividend, including interim dividend, will be 35 yen per share. Total amount: ¥452,804,400
  3. Effective date of distribution of surplus June 30, 2023

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Proposal 2: Election of Six (6) Directors

Of the eight (8) Directors, the terms of office of six (6) Directors, Hiroyuki Miura, Makoto Muroi, Makoto Goto, Takahiro Suzuki, Toshihiko Yamaguchi, and Mayumi Araya will expire at the conclusion of this year's Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of six (6) Directors.

The candidates for Director are as follows:

No.

Name

Career summary, positions, responsibilities,

(Date of birth)

and significant concurrent positions

Hiroyuki Miura

December

1981

Joined the Company

April

1989

Section Manager, Systems Development Department 1

(October 17, 1962)

April

1996

Development Department Manager, Business Division 2

[Reappointment]

April

2002

Control Department 2 Manager, Business Headquarters 2

Years in office as

April

2003

IT Services Division Manager

April

2009

Control Department Manager, Business Department

1

Director

June

2009

Director; Control Department Manager, Business

(as of the end of this

Department

Meeting)

April

2011

Executive Managing Director; In charge of Business

14 years

Headquarters; Communications Business Headquarters

Numbers of shares of

Manager

June

2012

Vice-President, Representative Director; Communications

the Company held

Business Headquarters Manager

229,700 shares

April

2014

Vice-President, Representative Director (current position)

[Reason for nomination as candidate for Director]

Mr. Hiroyuki Miura possesses practical experience gained in his years working in systems development business divisions, as well as management experience as Vice-President, Representative Director of the Company. He has led the Company's main businesses with a strong leadership, playing an important role in its growth process. We would like to continue to utilize his experience and abilities in our management, and thus have nominated him as a candidate for Director.

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No.

Name

Career summary, positions, responsibilities,

(Date of birth)

and significant concurrent positions

March

1985

Joined the Company

April

1997

Section Manager, Systems Department 1, Business Division

4

April

2001

Sales Department Manager, Sales Planning Division,

Business Headquarters 2

April

2004

IT Solution Services Department Manager, IT Services

Division

April

2008

IT Services Division Deputy Manager

April

2009

IT Services Division Manager

Makoto Muroi

April

2011

IT Services Headquarters Manager

June

2011

Director; IT Services Headquarters Manager

(May 21, 1963)

April

2014

Executive Managing Director; IT Services Headquarters 1

[Reappointment]

May

2014

Manager; IT Services Headquarters 2 Manager

Executive Managing Director; In charge of IT Services

Years in office as

Headquarters 1 and IT Services Headquarters 2

2

Director

April

2015

Executive Managing Director; In charge of IT Services

(as of the end of this

Headquarters and IT Innovation Headquarters

Meeting)

April

2016

Executive Managing Director; In charge of IT Services

12 years

Headquarters, IT Solutions Headquarters, and IT Innovation

Headquarters

Numbers of shares of

April

2017

Executive Managing Director; In charge of Public Financial

the Company held

Business Headquarters and IT Services Headquarters

159,800 shares

June

2017

Senior Managing Director; In charge of Public Financial

Business Headquarters and IT Services Headquarters

April

2019

Senior Managing Director; In charge of Public Financial

Business Headquarters and Digital Business Headquarters

April

2022

Senior Managing Director; In charge of Public Financial

Business Headquarters 1, Public Financial Business

Headquarters 2, and Digital Business Headquarters

April

2023

Senior Managing Director; In charge of Public Financial

Business Headquarters, Public Corporation Business

Headquarters, and Digital Business Headquarters (current

position)

[Reason for nomination as candidate for Director]

Mr. Makoto Muroi possesses practical experience gained in his years working in systems development business divisions, as well as management experience as Director of the Company. He has greatly contributed to the growth of the Company by elevating the maintenance and operation business up to one of the Company's revenue foundations as it expanded business areas through structural revitalization in which he took initiative. We would like to continue to utilize his experience and abilities in our management, and thus have nominated him as a candidate for Director.

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Focus Systems Corporation published this content on 05 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2023 07:19:05 UTC.