Access : NOTICE OF THE 39TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Note: 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.

(Stock Exchange Code: 4813) March 31, 2023 (Date of commencement of electronic provision measures: March 28, 2023)

To Shareholders with Voting Rights:

Kiyoyasu Oishi

Representative Director

ACCESS CO., LTD.

3 Kandaneribei-cho,Chiyoda-ku,

Tokyo

NOTICE OF

THE 39TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

The 39th Ordinary General Meeting of Shareholders of ACCESS CO., LTD. (the "Company") will be held for the purposes as described below.

Measures for electronic provision have been taken for the convocation of this General Meeting of Shareholders, and the matters to be provided electronically are posted on the following internet website.

The Company's website:

https://www.access-company.com/en/investors/library/shareholders/

In addition to the above website, matters to be provided electronically will also be posted on the following internet website. Access the following website, enter and search for the issue name (ACCESS) or the stock

exchange code (4813), select "Basic information," and then select "Documents for public inspection/PR

information."

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

On September 1, 2022, the amended Companies Act concerning the system for electronic provision of materials for General Meetings of Shareholders came into effect, and in accordance with the said amendment, this General Meeting of Shareholders is subject to the system for electronic provision. However, considering that this is the first General Meeting of Shareholders to take place after the start of the new system, this time we will send the materials for the General Meeting of Shareholders to all shareholders, as we have in the past.

Moreover, from the perspective of preventing the spread of the novel coronavirus (COVID-19) infection, we sincerely request our shareholders to exercise their voting rights in writing (by returning the enclosed Voting Rights Exercise Form via postal mail) or by the electromagnetic method (via the Internet).

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1. Date and Time:Thursday, April 20, 2023 at 10:00 a.m. Japan time

2. Place:	UDX Gallery (Akihabara UDX 4F)
	4-14-1 Sotokanda, Chiyoda-ku, Tokyo

3. Meeting Agenda:

Matters to be reported:1. The Business Report, Consolidated Financial Statements for the

Company's 39th Fiscal Year (February 1, 2022 - January 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the Company's 39th Fiscal Year (February 1, 2022 - January 31, 2023)

Proposals to be resolved:

Proposal 1:Election of Seven (7) Executive Directors

Proposal 2:Election of Three (3) Audit & Supervisory Board Members

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

• In order to prevent the spread ofCOVID-19 infections, we sincerely request our shareholders to exercise their voting rights in advance via postal mail or the Internet. We request shareholders attending the Meeting to check the latest information of the coronavirus epidemic and health condition on the day of the Meeting, and take protective measures, such as wearing face masks, upon coming to the venue of the Meeting. Furthermore, we would appreciate the cooperation of shareholders with measures for preventing infection at the Meeting venue, such as having staff wear face masks and calling for the attendees to use alcohol disinfectant spray.
• When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• Should there be any amendments to the matters to be provided electronically, the amendments will be posted on each website listed above.

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Reference Documents

for the Ordinary General Meeting of Shareholders

Proposal 1:Election of Seven (7) Executive Directors

The terms of office of all six (6) Executive Directors will expire at the conclusion of this year's Ordinary General Meeting of Shareholders. Accordingly, the election of seven (7) Executive Directors, including four

1. Outside Directors, is proposed. We have increased the number of Outside Directors by one (1) in order to ensure the diversity of the Board of Directors and to further strengthen corporate governance.
   The candidates are as follows:

					Attendance
No.		Name		Current positions	at the Board
		of Directors
					meetings
1	Reappointment		Kiyoyasu Oishi	Representative Director,	15 out of 15
	President & CEO	meetings
2	Reappointment		Ryuji Natsuumi	Executive Director,	15 out of 15
	Senior Executive Officer	meetings
3	Reappointment		Michimasa Uematsu	Executive Director,	15 out of 15
	Executive Officer, CTO	meetings
4	Reappointment	Outside	Hisashi Hosokawa	Executive Director, Chairman	15 out of 15
Independent Executive	meetings
5	Reappointment	Outside	Yoshihiko Miyauchi	Executive Director	15 out of 15
Independent Executive	meetings
6	Reappointment	Outside	Izumi Mizumori	Executive Director	15 out of 15
Independent Executive	meetings
7	New	Outside	Aki Tomita	-	-
appointment	Independent Executive

[Reference] Policies and Procedures for the Election/Dismissal of Management Executives and the Nomination of Candidates for Executive Director/Audit & Supervisory Board Member by the Board of Directors

The Board of Directors of ACCESS CO., LTD. (the "Company") shall elect candidates for Executive Directors from among those who have knowledge and experience required to carry out management of the Group in an appropriate, fair and effective manner, after consultation with the Nominating and Compensation Committee, and have sufficient social credibility. Furthermore, with regard to candidates for Outside Directors, the Board shall consider, in addition to the requirements mentioned above, the candidate's experience, knowledge and expertise in giving advice on and exercising the supervision function over the management of the Company. In addition, candidates for Outside Director are required to meet the Independence Standards set out by the Company and the Tokyo Stock Exchange, and to have no risk of conflict of interests with general shareholders.

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	Name	Career summary, positions and responsibilities at the Company	Number of
No.	shares of the
(Date of birth)		(Significant concurrent positions)
		Company held
		April 1987	Joined Sony Corporation
		July 1996	Joined Geoworks
		December 1999	Joined the Company (ACCESS Systems Americas Inc.)
		May 2005	Executive Officer and VP of Marketing Unit
		October 2006	Executive Officer and VP of Marketing Unit, Sales and
			Marketing Group
		February 2010	Executive Officer
		February 2011	VP of Overseas Business Group
		October 2011	Senior Executive Officer, CBDO
		March 2012	Head of Overseas Business Group
		April 2012	Executive Director
		February 2015	Executive Director, Vice President, Executive Officer,
			COO-Overseas
	Kiyoyasu Oishi	February 2016	Executive Director, Executive Officer and Vice President/COO
1	(December 10, 1964)		(General Manager for Overseas Business)	52,600
	December 2017	Representative Director, President
	(Reappointment)
	March 2018	Representative Director, President & CEO
		February 2022	Representative Director, President & CEO (General Manager for
			Network Business) (incumbent)
		[Reason for nomination as a candidate for Executive Director and roles expected to
		be fulfilled]
		Mr. Kiyoyasu Oishi has experience and achievements as head of marketing
		departments and manager for overseas businesses since joining the Company.
		Since assuming the office of Representative Director in December 2017, he has
		appropriately executed his duties as Executive Director mainly by leading
		corporate management from a global perspective, drawing on his abundant
		business experience and knowledge including those in overseas business.
		Accordingly, the Company has determined that he will contribute to improvement
		in its corporate value and nominates him again as a candidate for Executive
		Director.

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	Name	Career summary, positions and responsibilities at the Company	Number of
No.	shares of the
(Date of birth)		(Significant concurrent positions)
		Company held
		April 1990	Joined NJK Corporation
		December 1999	Joined the Company
		March 2012	Executive Officer, VP of Software Solutions Unit
		February 2014	Executive Officer, Deputy Head of Research & Development
			Strategy Office, Head of Quality Control Office
		October 2014	Executive Officer, VP of Cloud Service Business Unit, Head of
			Quality Control Office
		February 2015	Executive Officer, COO-Japan, VP of Development Unit
		April 2015	Executive Director, Executive Officer, COO-Japan
		February 2016	Executive Director, Executive Officer/COO (General Manager
			for Japan), VP of Digital Publishing Business Unit
	Ryuji Natsuumi	December 2017	Senior Executive Director (General Manager for Japan)
2	(November 21, 1968)	March 2018	Executive Director, Senior Executive Officer (General Manager	46,400
		for Japan)
	(Reappointment)	February 2019	Executive Director, Senior Executive Officer (General Manager
			for Japan/Asia)
		February 2022	Executive Director, Senior Executive Officer (General Manager
			for IoT Business) (incumbent)
		[Reason for nomination as a candidate for Executive Director and roles expected to
		be fulfilled]
		Mr. Ryuji Natsuumi has consistently been engaged in the development
		departments since joining the Company and has a wealth of experience and
		achievements, especially in the area of software development. He is currently
		serving as Executive Director in charge of managing the IoT business and is
		expected to continue to fulfill his role. Therefore, the Company nominates him
		again as a candidate for Executive Director.

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