NEC & System Integration : NOTICE OF THE 91th ORDINARY GENERAL MEETING OF SHAREHOLDERS

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 identification code: 1973 June 1, 2023

To our shareholders:

Yushi Ushijima

President and Representative Director

NEC Networks & System Integration Corporation

3-9-14, Shibaura, Minato-ku, Tokyo

NOTICE OF THE 91st ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are cordially invited to attend the 91st Ordinary General Meeting of Shareholders of NEC Networks & System Integration Corporation (the "Company"), which will be held as described below.

If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. or by postal mail. Please check the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:15 p.m., Thursday, June 22, 2023 (Japan Standard Time) in accordance with the "Guidance of Exercising of Your Voting Rights."

Meeting Outline

1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. (Japan Standard Time) (Reception will begin at 9:00 a.m.)
2. Venue: 8F Hall, NEC Networks & System Integration Corporation Head Office Building 3-9-14, Shibaura, Minato-ku, Tokyo

(As our head office moved from Bunkyo-ku, Tokyo, to Minato-ku, Tokyo, on March 1, 2023, the venue for the General Meeting of Shareholders has been changed to the above.)

3. Agenda:

• 1. Items to be reported:

  2. Business Report and Consolidated Financial Statements for the 91st Term (from April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors
  3. Non-consolidatedFinancial Statements for the 91st Term (from April 1, 2022 to March 31, 2023)
     Items to be resolved:
     Proposal 1: Election of nine (9) Directors
     Proposal 2: Election of two (2) Corporate Auditors
• Any revisions that should be made to this document will be posted on the Company's website (https://www.nesic.co.jp).
• • 1 -

Guidance of Exercising of Your Voting Rights

Instead of attending the General Meeting of Shareholders in person, you may exercise your voting rights by one of the following two methods.

1. Instructions on exercise of voting rights in writing (by mail)

Please indicate your approval or disapproval to each of the proposals on the enclosed Exercise Voting Rights Form and return it to the Company's shareholder registry administrator (Sumitomo Mitsui Trust Bank, Limited).

Your vote must be arrived at the Company's shareholder registry administrator no later than 5:15 p.m. on Thursday, June 22, 2023 (Japan Standard Time).

2. Instructions on exercise of voting rights via the Internet, etc.

Please register your approval or disapproval to each of the proposal by accessing the following voting website or by scanning the QR Code on the Exercise Voting Rights Form.

The voting website
https://www.web54.net	(This website is available in Japanese only.)

Please be sure to register your approval or disapproval of the proposals by 5:15 p.m. on Thursday, June 22, 2023 (Japan Standard Time).

・If you send the Exercise Voting Rights Form by mail without indicating your approval or disapproval of the proposals, we will treat it as an indication of approval of the proposals.

・If you exercise your voting rights multiple times via the Internet, etc., the last one shall be deemed valid. ・If you exercise your voting rights both via the Internet, etc. and in writing (by mail), the one exercised via

the Internet, etc. shall be deemed valid.

・If you exercise your voting rights by a proxy attending the meeting, please name one shareholder who holds voting rights of the Company to act as a proxy, and submit documentation which certifies the proxy rights before the start of the meeting.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Election of nine (9) Directors

The terms of office of all nine (9) present Directors will expire at the conclusion of this General Meeting of Shareholders. The Company proposes to elect nine (9) Directors.

The candidates for Directors are as follows.

Candidates for Director are decided by the Board of Directors after deliberation by the Nomination and Compensation Committee, which is chaired by an Independent Outside Director and whose majority members are Independent Outside Directors.

						Years of
					Attendance	service (as
No.	Name	Position and responsibilities at the Company	Gender	at Board of	of
Directors	conclusion
					meetings	of this
						meeting)
1	Yushi Ushijima	President (Representative Director) and Chief	[Reelection]	Male	13/13	9 years
Executive Officer (CEO)	meetings
2	Hiroyuki Sekizawa	Senior Vice President, Member of the Board	[Reelection]	Male	13/13	4 years
and Chief Financial Officer (CFO)	meetings
3	Osamu Kikuchi	Senior Vice President, Executive General	[New	Male	-	-
Manager, DX Solutions Business Unit	Candidate]
4	Michitaka Ono	President (Representative Director), K&N	[New	Male	-	-
System Integrations Corporation	Candidate]
			[Reelection]
			[Candidate
5	Michiko Ashizawa	Outside Director	for Outside	Female	13/13	5 years
Director]	meetings
			[Independent
			Director]
			[Reelection]
			[Candidate
6	Mamoru Yoshida	Outside Director	for Outside	Male	12/13	3 years
Director]	meetings
			[Independent
			Director]
			[New
			Candidate]
			[Candidate
7	Mikiko Morimoto		for Outside	Female	-	-
			Director]
			[Independent
			Director]
8	Toru Kawakubo	Member of the Board	[Reelection]	Male	13/13	3 years
meetings
9	Hiroto Sugahara		[New	Male	-	-
	Candidate]

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	Name (Date of birth/other	Career summary, position and responsibilities	Number of the
No.	Company's
notes)	(Significant concurrent positions outside the Company)
	shares owned
		Apr. 1984	Joined the Company
		Apr. 2011	General Manager, Nakanihon Regional
			Division, Regional Operations Unit of the
			Company
		Apr. 2013	Associate Senior Vice President, General
	Yushi Ushijima		Manager of Higashinihon Regional Division
		of Marketing & Sales Development Unit of
	(April 29, 1960)
		the Company
	[Reelection]	June 2014	Member of the Board, Associate Senior Vice
		President of the Company
	Years of service as Director:		Senior Executive Vice President and Member		28,200
		of the Board, Q&A Corporation
	9 years
	Apr. 2015	Member of the Board, Associate Senior Vice
	Attendance at Board of		President of the Company
	Directors meetings:		President and CEO, Q&A Corporation
1	13/13 meetings (100%)	Apr. 2016	Member of the Board of the Company
			President and CEO, Q&A Corporation
		June 2017	President and Representative Director of the
			Company (present position)
		June 2022	Chief Executive Officer (CEO) of the
			Company (present position)
	[Reasons for selection as a candidate for Director]
	Mr. Yushi Ushijima has accumulated an abundance of knowledge and experience regarding the business
	environment and industries of the Company from having served as General Manager of branch divisions and
	performing other duties. Since 2014, he successively has served as Senior Executive Vice President and
	President and CEO of a Group company, and President of the Company. He has acquired considerable
	knowledge and experience on business management and has contributed to business expansion of the
	Company. The Company believes he is a suitable candidate to further progress and develop the Company's
	businesses, such as by increasing the Group's corporate value and coping with drastic changes in the
	environment in Japan and overseas, making use of his track record of accomplishments and experience. In light
	of these reasons, the Company proposes his election as Director.

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	Name (Date of birth/other	Career summary, position and responsibilities	Number of the
No.	Company's
notes)	(Significant concurrent positions outside the Company)
	shares owned
		July 2011	General Manager, Corporate Controller
	Hiroyuki Sekizawa		Division, NEC Corporation
	May 2015	General Manager, Corporate Controller
	(July 6, 1960)
		Division, NEC Corporation (change in
	[Reelection]		Japanese only; English title unchanged)
	June 2017	Associate Senior Vice President of the
	Years of service as Director:		Company	16,800
	4 years	Apr. 2019	Senior Vice President of the Company
	Attendance at Board of		(present position)
	June 2019	Member of the Board of the Company
	Directors meetings:
		(present position)
2	13/13 meetings (100%)
June 2022	Chief Financial Officer (CFO) of the
			Company (present position)
	[Reasons for selection as a candidate for Director]
	Mr. Hiroyuki Sekizawa has accumulated an abundance of knowledge and experience regarding accounting and
	finance, having experience in responsible positions in the accounting divisions at NEC Corporation, as well as
	a track record as a chief financial officer and senior executive officer at an overseas associated company. He
	was appointed an Associate Senior Vice President of the Company in 2017. Since June 2019, as Senior Vice
	President and Member of the Board, he has been working to improve the Group's corporate value and
	strengthen the management foundation as the person responsible for the corporate staff divisions in addition to
	overseeing accounting and finance strategies. The Company believes he is a suitable candidate to increase the
	Group's corporate value by making use of his knowledge and experience. In light of these reasons, the
	Company proposes his election as Director.
		Apr. 1990	Joined the Company
		Apr. 2013	Senior Manager, Solutions Business
			Promotion Group, EmpoweredOffice
			Marketing Promotion Division, SI &
			Services Operations Unit of the Company
		Apr. 2015	Senior Manager, Office Design Group,
	Osamu Kikuchi		EmpoweredOffice Business Development
		Division of the Company
	(September 14, 1967)
	Apr. 2018	Assistant Executive General Manager,
	[New Candidate]		EmpoweredOffice Business Development
		Division of the Company
	Years of service as Director:	Apr. 2019	Senior Project Manager, DX Business	0
	- years		Promotion Division, Business Design
	Attendance at Board of		Operations Unit of the Company
	July 2019	Seconded to NEC Corporation of America
3	Directors meetings:
Apr. 2021	Associate Senior Vice President of the
	-/- meetings
		Company
		Apr. 2022	Senior Vice President (present position),
			Executive General Manager, Business Design
			Operations Unit of the Company
		Apr. 2023	Executive General Manager, DX Solutions
			Business Unit of the Company (present
			position)
	[Reasons for selection as a candidate for Director]
	Mr. Osamu Kikuchi has a track record of driving the growth of digital businesses, including through the
	promotion of the commercialization of "EmpoweredOffice", which is a work-style innovation that makes use
	of ICT, as well as an alliance with Zoom Video Communications, Inc. in the US to create new businesses. In
	addition, since 2021, he has contributed to the strengthening of the customer base and business base of the
	Company in the digital business area as Associate Senior Vice President. The Company believes he is a suitable
	candidate to increase the Group's corporate value by making use of his knowledge and experience. In light of
	these reasons, the Company proposes his election as Director.

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