PRONEXUS : Otice of the 79th Ordinary General Meeting of Shareholders

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities Code: 7893

June 12, 2023

To Our Shareholders

Takeshi Ueno

President and Representative Director

PRONEXUS INC.

2-20, Kaigan 1-chome,Minato-ku, Tokyo

NOTICE OF THE 79TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

This is to notify you that the 79th Ordinary General Meeting of Shareholders will be held as follows.

If you are unable to attend the meeting, it would be appreciated if you exercise your voting rights by either of the following methods after reviewing the attached reference materials for the general meeting of shareholders.

Meeting Details

1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m.
2. Venue: "Primavera" at Dai-ichi Hotel Tokyo 4F

2-6, Shimbashi 1-chome,Minato-ku, Tokyo

3. Agenda:

Items to be Reported:

1. The Business Report and the Consolidated Financial Statements for the 79th Business Period (from April 1, 2022 to March 31, 2023), as well as the Audit Report for the Consolidated Financial Statements by Accounting Auditors and Audit & Supervisory Board
2. The Report of Financial Statements for the 79th Business Period (from April 1, 2022 to March 31, 2023)

Items to be Resolved:

Proposal 1: Election of Nine (9) Directors

Proposal 2: Renewal of Countermeasures to Large-Scale Acquisitions of PRONEXUS INC. Shares (Takeover Defense Measures)

4. Exercise of Voting Rights, etc.

If you exercise your voting rights in advance in writing or via the internet, please exercise your voting rights no later than 6:00 p.m., Tuesday, June 27, 2023 (Japan Standard

Time).

Please note that rather than attending this Ordinary General Meeting of Shareholders in person, you can attend online using the dedicated site shown below (in Japanese only).

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Measure for Provision of Informational Materials for the General Meeting of Shareholders in Electronic Format

When convening this Ordinary General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference materials for the General Meeting of Shareholders, etc. (items for which the measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the following website (date of commencement of measures for providing information in electronic format: June 5, 2023). Please access the following websites to confirm the information.

Moreover, the items subject to measures for electronic provision are also available on the website of the Tokyo Stock Exchange (TSE) in addition to the website for the General Meeting of Shareholders as shown below. Access the TSE website (Listed Company Search) by using the internet address shown below, and enter "PRONEXUS" in "Issue name (company name)" or our securities code "7893" in "Code," click "Basic information" and select "Documents for public inspection/PR information," and confirm the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" section.

Website for Informational Materials for the General Meeting of Shareholders:

https://d.sokai.jp/7893/teiji/ (in Japanese)

WEB *It can also be accessed via the Company's website at https://www.pronexus.co.jp/. (in Japanese)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Among the items subject to measures for electronic provision, in accordance with the provisions in laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following items are not included with the paper-based documents delivered to shareholders who have requested the delivery of such documents. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Financial Auditor when they create their respective audit reports.

1. Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements
2. Statement of Changes in Equity and the Notes to the Financial Statements

Note: The items listed above are available in Japanese only.

If revisions are made to the items subject to measures for electronic provision, a notice of the revisions and details of the items before and after the revisions will be posted on each of the aforementioned websites.

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Proposal 1: Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests the election of nine (9) Directors.

The candidates for Directors are as follows:

					Attendance at
Candidat		Name	Attribute of	Current Positions and	Board of
	Directors
e No.		Candidate	Responsibilities in the Company
		Meetings
					(FY2022)
1		Morio Ueno	Reelection	Chairman and Director	10 out of 10
	100%
2		Takeshi Ueno	Reelection	President and Representative	10 out of 10
	Director	100%
				Director and Managing
3		Hirofumi Morisada	Reelection	Executive Officer (in charge of	10 out of 10
	system strategy), General
	100%
				Manager, System Consulting
				Division
				Director and Managing
				Executive Officer (in charge of
4		Kenji Fujisawa	Reelection	financial and personnel	10 out of 10
	strategy), General Manager,
	100%
				Administrative Division, and
				General Manager, Group
				Business Management Division
				Director and Executive Officer
5		Norio Ozawa	Reelection	(in charge of marketing	10 out of 10
	strategy), in charge of Marketing	100%
				Business Division
				Managing Executive Officer,
6		Yuichi Shiotsu	New election	General Manager, Financial	－
				Business Division
			Reelection		10 out of 10
7		Takatsugu Nagatsuma	Outside	Outside Director
	100%
			Independent
			Reelection		10 out of 10
8		Ken Shimizu	Outside	Outside Director
	100%
			Independent
			Reelection		8 out of 10
9		Ichiro Sakai	Outside	Outside Director
	80%
			Independent
Reelection:	Candidate for reelection as Director
New Election: Candidate for new election as Director
Outside:	Candidate for Outside Director
Independent:	Independent Officer stipulated by the Tokyo Stock Exchange

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Table of Director and Audit & Supervisory Board Member Expertise, Knowledge, Experience and Abilities, etc. (Skill Matrix)

The situation regarding the main expertise, knowledge, experience and abilities, etc., possessed by the Directors and Audit & Supervisory Board Members mentioned in this proposal are as follows.

Directors

Audit & Supervisory Board Members

			Main Expertise, Knowledge, Experience and Abilities, etc.
Name	Attribute	Corporate	Sales/	IT/	Legal/	Finance/	Personnel/
manage-
			Marketing	System	Compliance	Accounting	Labor
			ment
	Morio		●
	Ueno
	Takeshi		●
	Ueno
	Hirofumi				●		●
	Morisada
	Kenji					●	●	●
	Fujisawa
	Norio			●
	Ozawa
	Yuichi			●
	Shiotsu
	Takatsugu	Outside	●
	Nagatsuma	Independent
	Ken	Outside	●
	Shimizu	Independent
	Ichiro	Outside	●
	Sakai	Independent
	Akane			●
	Sase
	Osamu	Outside				●
	Sudoh	Independent
	Takuya	Outside				●
	Oshida
	Yoshihiro	Outside					●
	Tsuda	Independent

Outside	Candidate for Outside Director or Outside Audit & Supervisory Board Member
Independent:	Independent Officer stipulated by the Tokyo Stock Exchange

Notes: 1. The table above shows the skills that can be expected based on the demonstration of expertise, knowledge, experience and abilities, etc. and does not represent the entire skill set possessed by each individual.

2. Respecting the policy of Nishimura & Asahi, of which Mr. Takuya Oshida, an Outside Audit & Supervisory Board Member, is a partner, the Company has not notified the Tokyo Stock Exchange of the status of Mr. Takuya Oshida as Independent Officer. Nevertheless, the Company judges that there are no potential conflicts of interests between him and the general shareholders of the Company and he qualifies as Independent Officer stipulated by the Exchange.

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Candidate No. 1	Morio Ueno
Reelection
	(Date of birth: November 5, 1939)
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	January 1966	Joined the Company
Number of the		Managing Director of the Company
January 1976	President and Representative Director of the Company
Company's shares held:
June 2008	President, Representative Director and CEO of the Company
4,070,880
June 2010	Chairman and Representative Director of the Company
Attendance at Board of	June 2015	Chairman and Director of the Company (incumbent)
Directors meetings	Reason for nomination as candidate for Director
(FY2022):	Mr. Morio Ueno served as the former President of the Company for many years and
10 out of 10 (100%)	has adequate management experience and accomplishments. He currently serves as
	Chairman and Director of the Company, giving accurate advice from experience on
	overall management and fulfilling appropriate roles such as determination of
	important matters and supervision of business operations. Accordingly, the Company
	nominated him as a candidate for Director.
Candidate No. 2	Takeshi Ueno
Reelection
	(Date of birth: January 30, 1970)
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	June 1997	Joined the Company
	October 1999	General Manager, Electronic Disclosure Promotion Office, Sales
		Headquarters of the Company
	June 2000	Director of the Company
	April 2004	Managing Director of the Company
	June 2005	Senior Managing Director of the Company
	June 2007	Executive Vice President and Director of the Company
	June 2008	Executive Vice President, Representative Director and COO of the
		Company
Number of the	May 2010	President and Representative Director of ASP Communications
Company's shares held:		Co., Ltd. (incumbent)
734,420	June 2010	President and Representative Director of the Company
Attendance at Board of		(incumbent)
July 2014	President of PRONEXUS TAIWAN Co., Ltd. (incumbent)
Directors meetings
October 2019	Chairman of PRONEXUS VIETNAM CO., LTD (incumbent)
(FY2022):
May 2021	Chairman and Representative Director of Zaihon, Inc. (incumbent)
10 out of 10 (100%)
	Reason for nomination as candidate for Director
	For over 10 years after joining the Company, Mr. Takeshi Ueno has played an active
	role in establishing new businesses that today have become mainstay businesses of
	the Company such as the digitization of legal disclosure documents and the database
	business. Since becoming the Company's President, by promoting Medium-term
	Management Plan, he has worked to reform the business structure to make it better
	suited to the changing business environment, including digitization initiatives while
	at the same time working to steadily increase the operating results of the Overseas
	Promotion Support Business in the field of new businesses. He has been steadily
	striving in this way to deal with various management issues to enhance the corporate
	value, and he is expected to continuously show strong leadership. Accordingly, the
	Company nominated him as a candidate for Director.

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