NEC Capital : Notice of the Convocation of the 53rd Ordinary General Meeting of Shareholders 263KB

Note: This is an English translation of the original in Japanese. In the event of any discrepancies between this translation and the Japanese original, the Japanese original shall prevail, and the Company is not responsible for any loss arising from such discrepancies.

Securities Code: 8793 June 5, 2023 (Date of commencement of electronic provision measures: May 30, 2023)

To Our Shareholders:

Notice of the Convocation of the 53rd Ordinary General Meeting of Shareholders

Please be advised that the 53rd Ordinary General Meeting of Shareholders (the "Meeting") of NEC Capital Solutions Limited (the "Company," together with its subsidiaries, the "Group") will be held as follows.

In convening this General Meeting of Shareholders, we have taken measures for providing information in electronic format (the "electronic provision measures"). Matters subject to the electronic provision measures have been posted on the following website as "Notice of the Convocation of the 53rd Ordinary General Meeting of Shareholders."

The Company's website: https://www.necap.co.jp/english/ir/shareinfo/meeting.html

In addition to the above website, those matters have also been posted on the following website: The Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

On the above website, please enter and search for the Company's name or securities code, and then select "Basic information" and "Documents for public inspection/PR information" in order to review the information.

If you are not attending the Meeting in person, you may exercise your voting rights in writing or through the Internet. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to the electronic provision measures, and exercise your voting rights by 4 p.m. on Friday, June 23, 2023.

The proceedings on the day of the Meeting will be available for viewing on the Company's website specified above at a later date.

Yours sincerely, Masaaki Suganuma, President NEC Capital Solutions Limited

15-3 Konan 2-chome,Minato-ku, Tokyo

1. Date and Time Monday, June 26, 2023, from 10 a.m. (Doors open at 9:30 a.m.)
2. Venue Large Hall A (5F, NIPPON LIFE HAMAMATSUCHO CREA TOWER), Hamamatsucho Convention Hall
   3-1 Hamamatsucho 2-chome,Minato-ku, Tokyo
   (No souvenirs to the shareholders present at the meeting are provided. Your understanding would be greatly appreciated.)
3. Purpose

Matters to be reported: Business report, consolidated financial statements, non-consolidated financial statements, and the results of auditing consolidated financial statements by the Accounting Auditor and the Board of Company Auditors for the 53rd term (from April 1, 2022, to March 31, 2023)

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Note: This is an English translation of the original in Japanese. In the event of any discrepancies between this translation and the Japanese original, the Japanese original shall prevail, and the Company is not responsible for any loss arising from such discrepancies.

Matters to be resolved:

Proposal 1 Election of Nine (9) Directors Proposal 2 Election of Three (3) Company Auditors

Proposal 3 Partial Revision to Remuneration System for Granting Restricted Shares to Directors

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4. Information for exercising voting rights

(1) In case of exercising voting rights by postal mail

Please indicate either for or against the proposals on the Voting Rights Exercise Form and send the form by postal mail so that it is received by no later than 4 p.m. on Friday, June 23, 2023.

(2) In case of exercising voting rights through the Internet

Please cast a vote through the Internet by 4 p.m. on Friday, June 23, 2023. URL: https://www.web54.net

Notes

1. Pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following matters subject to the electronic provision measures are not included in the documents delivered to our shareholders who have requested delivery of documents. Therefore, the documents are only part of the documents audited by the Board of Company Auditors and the Accounting Auditors in preparing their Audit Report and Independent Auditor's Report.
2. • Notes to Consolidated Financial Statements
   • Notes to Non-consolidated Financial Statements
3. Any revisions to the matters subject to the electronic provision measures will be posted on the above- listed websites.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Election of Nine (9) Directors

The terms of office for all nine (9) Directors will expire at the close of this Meeting. Accordingly, the Company proposes that the following nine (9) candidates for Director be elected. In selecting the candidates for Director, decisions are made by the Board of Directors after seeking advice from the Election and Compensation Committee, of which the majority of members are Independent Outside Directors.

The candidates for Director are as follows:

Current position and

Attendance

No.

Name

Gender

at meetings

responsibilities in the Company

of the Board

of Directors

1

Masaaki Suganuma

Male

Representative Director and

100%

Reappointment

President

(10/10)

2

Masamitsu Kisaki

Male

Director,

100%

Reappointment

Senior Executive Vice President

(10/10)

3

Takashi Arai

Male

Director,

100%

Reappointment

Senior Executive Officer

(14/14)

4

Yuichi Tsukada

Male

Senior Executive Officer

-

New appointment

5

Takashi Nawa

Male

Outside Director

92%

Reappointment

Outside

(13/14)

Independent Director

6

Takako Hagiwara

Female

Outside Director

100%

Reappointment

Outside

(14/14)

Independent Director

7

Asako Yamagami

Female

Outside Director

100%

Reappointment

Outside

(14/14)

Independent Director

8

Satoshi Okubo

Male

Outside Director

100%

Reappointment

(14/14)

Outside

9

Shigeki Fujita

Male

-

New appointment

Outside

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						Number
No.		Name	Brief personal profile, position, responsibilities in the Company	of
	Company
(Date of birth)		and significant concurrent positions
		shares
						held
				Apr. 1987	Joined NEC Corporation
				Apr. 2008	Chief Manager, Services Solution Department,
					Retail and Service Solution Division, NEC
					Corporation.
				Oct. 2009 Chief Manager, Retail, Service, and Transportation
				Oct. 2010	Sales Division, NEC Corporation
				Chief Manager, New Business Promotion Division,
				July 2011	NEC Corporation
				General Manager, New Business Promotion
					Division, NEC Corporation
		Reappointment
				Apr. 2014	Executive Officer, NEC Corporation
1		Masaaki	Apr. 2022	Senior Officer of the Company	2,232
	Suganuma	June 2022	Representative Director and President of the	shares
			Company (incumbent)
		(June 28,
		(Reasons for selecting as the candidate for Director)
	1963)
		Mr. Masaaki Suganuma has been engaged in sales and new
				business promotion for many years and has abundant experience
				and deep insight as a corporate manager. He was appointed as
				Director of the Company in 2022 and has been directing its
				management as Representative Director and President. He is
				expected to contribute to sustainable growth of the Group and
				enhancement of the Company's corporate value over the mid- and
				long-term, and we propose that Mr. Suganuma continue to be
				elected as Director.
				Apr. 1986	Joined NEC Corporation
				Apr. 2006	Chief Manager, Corporate Strategy Division, NEC
				Apr. 2007	Corporation
				Assistant General Manager, Corporate Strategy
				Apr. 2012	Division, NEC Corporation
				Assistant General Manager, Corporate Strategy
				Apr. 2014	Division, NEC Corporation
				General Manager, Corporate Strategy Division, NEC
				June 2014	Corporation
				Outside Company Auditor of the Company
				June 2016	Resigned as Outside Company Auditor of the
					Company
				Apr. 2017	Director and Executive Officer, NEC Networks &
		Reappointment
				Jun. 2017	System Integration Corporation	1,052
2		Masamitsu	Executive Officer of NEC Networks & System
		Integration Corporation	shares
		Kisaki
		Apr. 2022	Executive Officer of the Company
	(May 1, 1963)
	June 2022 Director, Senior Executive Officer of the Company
				Apr. 2023 Director, Senior Executive Vice President of the
					Company (incumbent)
				(Reasons for selecting as the candidate for Director)
				Mr. Masamitsu Kisaki has been engaged in corporate strategy for
				many years and has deep insight and abundant experience in
				overall business management. He was appointed as Director of the
				Company in 2022 and has served as Director, Senior Executive
				Vice President since 2023. He is expected to contribute to
				sustainable growth of the Group and enhancement of the
				Company's corporate value over the mid- and long-term, and we
				propose that Mr. Kisaki continue to be elected as Director.
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