Business Engineering : NOTICE OF CONVOCATION OF THE 43nd ANNUAL 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. 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 4828)

June 3, 2022

To Shareholders with Voting Rights:

Masakazu Haneda

President & Chief Executive Officer

Business Engineering Corporation

1-8-1 Otemachi, Chiyoda-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 43rd ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

Please be informed that the 43rd Annual General Meeting of Shareholders of Business Engineering Corporation (the "Company") will be held for the purposes as described below.

Additionally, to prevent the spread of COVID-19 infection, the Company requests that shareholders consider not attending the venue of the General Meeting of Shareholders and the exercise of voting rights either in writing or via the Internet. For the exercise of voting rights either in writing or via the Internet, please review the Reference Documents for the General Meeting of Shareholders attached to the Japanese version of this document and exercise your voting rights no later than 5:30 p.m. on Thursday, June 23, 2022, Japan time.

Measures that will be put into place at the General Meeting of Shareholders to prevent the spread of COVID-19 infection will be provided on the Company's website. (https://www.b-en-g.co.jp/ir/soukai.html).

1. Date and Time: Friday, June 24, 2022 at 10:00 a.m., Japan time

2. Place:	"Ho'oh," First floor, The Capital Hotel Tokyu
	2-10-3 Nagatacho, Chiyoda-ku, Tokyo

3. Meeting Agenda:

Matters to be reported: 1. Business Report and Consolidated Financial Statements for the Company's

43rd Fiscal Year (April 1, 2021-March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 43rd Fiscal Year (April 1, 2021-March 31, 2022)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Seven Directors (excluding Directors who are Audit & Supervisory Committee Members)

Proposal 4: Election of Three Directors who are Audit & Supervisory Committee Members

Proposal 5: Election of One Substitute Director who is an Audit & Supervisory Committee Member

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1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
2. The Notes to the Consolidated Financial Statements of the Consolidated Financial Statements and the Notes to the Non- consolidated Financial Statements of the Non-consolidated Financial Statements are provided on the Company's website* in accordance with laws and regulations and Article 15 of the Articles of Incorporation, and are thus not included with this Notice of Convocation.
   Additionally, on the Internet, the attached documents to this Notice of Convocation and the above documents disclosed on the Internet are provided as a combined single file.
   The above documents disclosed on the Internet are included in the matters subject to audit by the Accounting Auditor and the Audit & Supervisory Committee.
3. Any revisions to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements, or Non-consolidated Financial Statements will be provided on the Company's website* after revisions have been made.

The Company's website address* https://www.b-en-g.co.jp/ir/soukai.html

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

The Company's policy is to provide shareholders returns through the payment of dividends, which are determined by comprehensive consideration of projections regarding the Company's business environment, business results forecasts, and the Company's financial standing, among other factors. Additionally, while working to provide continuous and stable dividends, the Company's basic policy is to make efforts toward a dividend payout ratio of over 30% for the medium to long term. Regarding the frequency of dividends, the basic policy is twice a year, consisting of an interim dividend and a year-end dividend.

For its 43rd fiscal year, the Company achieved record-high levels of profit for the sixth consecutive year. As a gesture of appreciation to our shareholder for their support, the year-end dividend for the 43rd fiscal year is proposed as stated below based on the policy mentioned above.

As a result, combined with the interim dividend of 35 yen, the annual dividend will be 84 yen per share.

Matters concerning the year-end dividend

1. Type of dividend property Cash
2. Matters related to allocation of dividend property to shareholders and its total amount 49 yen per share of the Company's common stock; total of 293,996,717 yen
3. Effective date of distribution of surplus June 27, 2022

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.

1. The proposed Article 15, Paragraph 1 provides that information contained in the reference materials for the general meeting of shareholders, etc. as set forth in Article 325-2 of the Companies Act shall be provided electronically.
2. The purpose of the proposed Article 15, Paragraph 2 is to establish a provision that allows the Company to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
3. The provisions related to the Internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary with the introduction of system of electronic provision and will therefore be deleted.
4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

2. Details of amendments

The details of the amendments are as follows.	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
(Internet Disclosure and Deemed Provision of
Reference Materials for the General Meeting of
Shareholders, Etc.)
Article 15 The Company may, when convening a
general meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in the
reference materials for the general meeting of
shareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the Internet in accordance with the
provisions provided in the Ordinance of the
Ministry of Justice.	(Measures for Electronic Provision, Etc.)
	Article 15 The Company shall, when convening a
	general meeting of shareholders, provide
	information contained in the reference materials
	for the general meeting of shareholders, etc.
	electronically.
	2. Among the matters to be provided
	electronically, the Company may choose not to
	include all or part of the matters stipulated in
	the Ordinance of the Ministry of Justice in the
	paper copy to be sent to shareholders who have
	requested it by the record date for voting rights.
	Supplementary provisions
	1. The amendments to Article 15 shall come into
	effect on the date of enforcement of the
	amended provisions stipulated in the proviso of
	Article 1 of the supplementary provisions of the
	Act Partially Amending the Companies Act
	(Act No. 70 of 2019) (the "Effective Date").

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Current Articles of Incorporation	Proposed Amendments
	2. Notwithstanding the provisions of the preceding
	paragraph, Article 15 of the current Articles of
	Incorporation shall remain in force with respect
	to a general meeting of shareholders to be held
	on a date within six months from the Effective
	Date.
	3. These supplementary provisions shall be deleted
	after the lapse of six months from the Effective
	Date or the lapse of three months from the date
	of the general meeting of shareholders set forth
	in the preceding paragraph, whichever is later.

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