PRONEXUS : Notice of the 80th 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 10, 2024

To Our Shareholders

Takeshi Ueno

President and Representative Director

PRONEXUS INC.

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

NOTICE OF THE 80TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

This is to notify you that the 80th 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 26, 2024 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 80th Business Period (from April 1, 2023 to March 31, 2024), 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 80th Business Period (from April 1, 2023 to March 31, 2024)

Items to be Resolved:

Proposal 1: Election of Eight (8) Directors

Proposal 2: Election of Four (4) Audit & Supervisory Board Members

4. Exercise of Voting Rights, etc.

Shareholders not attending the meeting in person can exercise their voting rights in writing or via the internet. 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 25, 2024 (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 subject to measures for electronic provision) in electronic format, and posts this information on the following website (date of commencement of measures for providing information in electronic format: June 3, 2024). 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 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. The Audit & Supervisory Board Members and the Accounting Auditors have audited the documents subject to audit, including the following items.

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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Reference Materials for the General Meeting of Shareholders

Proposal 1: Election of Eight (8) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. In that regard, upon reviewing the management structure from the perspective of changes in the economic environment, the Company proposes the election of eight (8) Directors, lowering the number of Directors by one (1) (adding one (1) Outside Director), to establish a Board of Directors that provides a more diverse range of insight and expertise and to enable more efficient decision making.

The candidates for Directors are as follows:

						Attendance
Candi-		Name	Gender	Attribute of	Current Positions and	at Board of
	Directors
date No.		Candidate	Responsibilities in the Company
			Meetings
						(FY2023)
1		Takeshi Ueno	Male	Reelection	President and Representative	10 out of 10
	Director	100%
					Director and Managing
					Executive Officer (in charge of	10 out of 10
2		Hirofumi Morisada	Male	Reelection	system strategy), General
	100%
					Manager, System Consulting
					Division
					Director and Managing
3		Yuichi Shiotsu	Male	Reelection	Executive Officer (in charge of	10 out of 10
	solution business strategy),
	100%
					General Manager, Solution
					Business Division
					Director and Executive Officer
4		Norio Ozawa	Male	Reelection	(in charge of marketing	10 out of 10
	strategy), in charge of Marketing	100%
					Business Division
				Reelection		10 out of 10
5		Takatsugu Nagatsuma	Male	Outside	Outside Director
	100%
				Independent
				Reelection		10 out of 10
6		Ken Shimizu	Male	Outside	Outside Director
	100%
				Independent
				Reelection		10 out of 10
7		Ichiro Sakai	Male	Outside	Outside Director
	100%
				Independent
				New election
8		Emi Onozuka	Female	Outside	-	-
				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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Candidate No. 1	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)
(FY2023):
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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Candidate No. 2	Hirofumi Morisada
Reelection
(Date of birth: July 30, 1974)
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	April 1997	Joined Tohmatsu & Co. (current Deloitte Touche Tohmatsu LLC)
	September 2000 Joined Internet Disclosure Co., Ltd.
	November 2006 Joined Primal INC.
		Director and Vice President of Primal INC.
	October 2010	Joined the Company
		Assistant General Manager, XBRL Promotion Office, Sales
		Planning Division, Sales Headquarters of the Company
	March 2014	General Manager, IT Strategy Office of the Company
Number of the	October 2016	General Manager, System Consulting Division, Sales
	Headquarters of the Company
Company's shares held:
June 2017	Executive Officer, General Manager, System Consulting Division,
4,600
	Sales Headquarters of the Company
Attendance at Board of	April 2019	Managing Executive Officer, General Manager, System
	Consulting Division, Sales Headquarters of the Company
Directors meetings
June 2021	Director and Managing Executive Officer (in charge of system
(FY2023):
10 out of 10 (100%)		strategy), General Manager, System Consulting Division of the
		Company (incumbent)
	Reason for nomination as candidate for Director
	Mr. Hirofumi Morisada has experience working for an auditing firm as a certified
	public accountant and also possesses the accounting and IT-related knowledge and
	experience required by the Company's electronic disclosure business. For example,
	in his previous work he participated as a software developer in the development of
	PRONEXUS WORKS, a disclosure support system that is a major product of the
	Company. As General Manager of the System Consulting Division, he is working on
	strategic functional enhancements of the Company's system services. As it is
	expected that he can contribute to the realization of the Company's system strategy,
	the Company nominated him as a candidate for Director.

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Candidate No. 3	Yuichi Shiotsu
Reelection
	(Date of birth: September 18, 1958)
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	August 2008	General Manager, Sales Division, Ichigaya Publication Printing
		Operations of Dai Nippon Printing Co., Ltd.
	November 2009	Joined the Company
		General Manager, Financial Sales Division, Sales Headquarters of
		the Company
	June 2013	Executive Officer, General Manager, Financial Business Division
		1, Sales Headquarters of the Company
Number of the	June 2015	Managing Executive Officer, General Manager, Financial Business
	Division and General Manager, Financial Business Division 1,
Company's shares held:		Sales Headquarters of the Company
12,000	June 2023	Director and Managing Executive Officer (in charge of solution
Attendance at Board of		business strategy), General Manager, Solution Business Division
	of the Company (incumbent)
Directors meetings
Reason for nomination as candidate for Director
(FY2023):
Mr. Yuichi Shiotsu has been involved in publishing industry sales since his previous
10 out of 10 (100%)
job at a major printing company, and after joining the Company, he has contributed
	to the growth in sales of the "PRONEXUS FUND DOCUMENT SYSTEM," which
	is a disclosure document preparation support system for investment trust
	companies, as well as to the expansion of the Web business, which is one of the
	Company's growth areas. He also has broad knowledge and experience in the
	printing and non-printing fields. He is currently the General Manager of the
	Solution Business Division, and is expected to contribute to the growth of the non-
	printed products field, which is the aim of the Company's solutions strategy, by
	helping to increase sales of new digital products in response to the paperless trend
	in the investment trust field. Therefore, the Company has nominated him as a
	candidate for Director.

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Candidate No. 4	Norio Ozawa
	Reelection
(Date of birth: May 19, 1959)
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	October 1989	Joined the Company
	January 2007	General Manager, Business Planning Office of the Company
	June 2008	Executive Officer, General Manager,
		Business Planning Office of the Company
	March 2010	Executive Officer, General Manager,
		IR Business Division, Sales Headquarters of the Company
	January 2013	Executive Officer, General Manager, Financial Solution Division
Number of the		and General Manager, Communication Planning Division, Sales
	Headquarters of the Company
Company's shares held:
October 2020	Executive Officer, in charge of Marketing Business Division of
12,800
		the Company
Attendance at Board of	June 2021	Director and Executive Officer (in charge of marketing strategy),
Directors meetings		in charge of Marketing Business Division of the Company
(FY2023):		(incumbent)
10 out of 10 (100%)	Reason for nomination as candidate for Director
	Since joining the Company, Mr. Norio Ozawa has spent many years formulating
	and advancing plans for new businesses for the Company and he is currently
	making a big contribution to the establishment of IR, investment trust-related, and
	J-REIT-focused businesses, which are the Company's core businesses. He also
	possesses abundant knowledge and experience in these fields. As it is expected that
	he can contribute to meeting diversifying customer needs through the promotion of
	strategic marketing activities based on market analysis and the like, uncovering
	potential customer needs and creating new business models for the Company's
	marketing strategy through his current work as Director in charge of the Marketing
	Business Division, the Company nominated him as a candidate for Director.
Candidate No. 5	Takatsugu Nagatsuma		Reelection
		Outside
	(Date of birth: May 21, 1965)
	Independent
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	April 1992	Joined IBM Japan, Ltd.
	January 1994	Joined Sankyo Frontier Co., Ltd.
	June 1995	Director, General Manager, Management Planning Division and
Number of the		Regional Block Head, Sales Headquarters of Sankyo Frontier Co.,
	Ltd.
Company's shares held:	June 1996	Senior Managing Director and General Manager, Management
-		Planning Division of Sankyo Frontier Co., Ltd.
Attendance at Board of	June 2001	Representative Senior Managing Director and General Manager,
	Sales Promotion Headquarters of Sankyo Frontier Co., Ltd.
Directors meetings	June 2002	President of Sankyo Frontier Co., Ltd. (incumbent)
(FY2023):	June 2016	Outside Director of the Company (incumbent)
10 out of 10 (100%)
Reason for nomination as candidate for Outside Director and outline of
	expected roles
	Mr. Takatsugu Nagatsuma currently serves as President of a listed company. As he is
	considered to be able to use his abundant experience and insights of corporate
	management for the Company's management from an objective standpoint, and is
	also expected to promote enhanced corporate governance, the Company nominated
	him as a candidate for Outside Director.

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Candidate No. 6	Ken Shimizu		Reelection
		Outside
	(Date of birth: June 23, 1968)
	Independent
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	April 1992	Joined The Sakura Bank, Limited (current Sumitomo Mitsui
Number of the		Banking Corporation)
May 1998	Joined WDI Holding, Inc. (current WDI Corporation)
Company's shares held:		Director of WDI Holding, Inc.
-	April 2003	President of WDI Corporation (incumbent)
Attendance at Board of	June 2018	Outside Director of the Company (incumbent)
Reason for nomination as candidate for Outside Director and outline of
Directors meetings	expected roles
(FY2023):	Mr. Ken Shimizu currently serves as President of a listed company and has abundant
10 out of 10 (100%)
experience of corporate management in a variety of regions including North America
	and Asian countries. As he is considered to be able to give appropriate advice for the
	Company's management based on his experience as a corporate executive and from a
	global perspective, and is also expected to further strengthen the group governance,
	the Company nominated him as a candidate for Outside Director.
Candidate No. 7	Ichiro Sakai		Reelection
		Outside
	(Date of birth: December 4, 1961)	Independent
	Career summary, positions and areas of responsibility in the Company, and
	important concurrent positions
	July 1990	Joined SAKAI HEAVY INDUSTRIES, LTD.
	June 1991	Director, Deputy General Manager, Corporate Planning
		Department of SAKAI HEAVY INDUSTRIES, LTD.
Number of the	July 1993	Managing Director, General Manager, Business Development
	Department of SAKAI HEAVY INDUSTRIES, LTD.
Company's shares held:	March 1995	President and Representing Director of SAKAI HEAVY
-		INDUSTRIES, LTD. (incumbent)
Attendance at Board of	June 2019	Outside Director of the Company (incumbent)
Reason for nomination as candidate for Outside Director and outline of
Directors meetings
expected roles
(FY2023):
Mr. Ichiro Sakai has been serving as President of a global construction equipment
10 out of 10 (100%)
manufacturer with over 100 years of history and has been engaged in overall
	management of the company for many years. As he is considered to be able to give
	appropriate advice that contributes to improving the corporate value and
	sustainability of the Company from a medium- to long-term and broad perspective
	which has been cultivated through his abundant knowledge of and experience in
	corporate management, the Company nominated him as a candidate for Outside
	Director.

8

Candidate No. 8		Emi Onozuka	New election
		Outside
		(Date of birth: May 28, 1974)		Independent
		Career summary, positions and areas of responsibility in the Company, and
		important concurrent positions
		April 1998	Joined Morgan Bank. (current JPMorgan Chase Bank, N.A)
		February 2000 Joined Goldman Sachs Asset Management Co., Ltd.
		September 2017 Manager of the stewardship promotion, Goldman Sachs Asset
			Management Co., Ltd.
		April 2020	Joined Japan Catalyst, Inc.
		May 2020	Executive Vice President COO, Japan Catalyst, Inc.
		May 2022	President and CEO, Eminent Group Ltd. (incumbent)
Number of the			Representative Director, Future Design Initiative by Science and
		Finance (incumbent)
Company's shares held:	-	June 2022	Outside Director, Musashi Seimitsu Industry Co., Ltd.
		(incumbent)
		June 2023	Outside Director, Daiwa Asset Management Co. Ltd. (incumbent)
		Reason for nomination as candidate for Outside Director and outline of
		expected roles
		Ms. Emi Onozuka has a wide range of business experience at a global asset
		management company and business management experience at an investment
		advisory company, bringing a particular wealth of knowledge and experience
		regarding dialogues with capital markets, governance, and ESG. She has specialized
		experience and expertise in sustainability and ESG and is expected to contribute to
		furthering the Company's sustainability management. The Company has therefore
		nominated her as a candidate for Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.

1. Mr. Takatsugu Nagatsuma, Mr. Ken Shimizu, Mr. Ichiro Sakai and Ms. Emi Onozuka are candidates for Outside Directors.
2. Mr. Takatsugu Nagatsuma, Mr. Ken Shimizu and Mr. Ichiro Sakai currently serve as Outside Directors of the Company, and their terms of office as Outside Director of the Company will be 8 years for Mr. Takatsugu Nagatsuma, 6 years for Mr. Ken Shimizu and 5 years for Mr. Ichiro Sakai at the conclusion of this Ordinary General Meeting of Shareholders.
3. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with Mr. Takatsugu Nagatsuma, Mr. Ken Shimizu and Mr. Ichiro Sakai to limit their liability for damages as prescribed in Article 423, paragraph (1) of the same Act. The maximum amount of liability for damages based on the agreement shall be the amount prescribed in laws and regulations. Such limitation of liability shall apply only when the Outside Directors acted in good faith and without gross negligence in performing the duties giving rise to liabilities.
   If the proposal is approved, the Company will continue the said agreement with Mr. Takatsugu Nagatsuma, Mr. Ken Shimizu and Mr. Ichiro Sakai. In addition, the Company plans to enter into the same agreement with Ms. Emi Onozuka.
4. The Company has concluded a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers the insured persons, including Directors of the Company, against damage incurred when accepting liability for the execution of their duties and when receiving claims in pursuit of this liability. If each candidate is elected and assumes the office as Director, the Company plans to include every such Director as an insured in the insurance policy. Also, the next time this insurance policy comes up for renewal, the Company intends to renew it with the same content.
5. The Company has notified the Tokyo Stock Exchange of the status of Mr. Takatsugu Nagatsuma, Mr. Ken Shimizu and Mr. Ichiro Sakai as Independent Officers stipulated by the Exchange. If the proposal is approved, in addition to the abovementioned Outside Directors, the Company plans to register newly elected Ms. Emi Onozuka as an Independent Officer. The Company has judged that there are no potential conflicts of interests between each of them and the general shareholders of the Company and each of them fulfills the requirement for Independent Officers stipulated by the Exchange.

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Proposal 2: Election of Four (4) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of four (4) Audit & Supervisory Board Members.

In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.

The candidates for Audit & Supervisory Board Members are as follows:

					Current	Attendance	Attendance
					at Audit &
Candi-				Attribute of	at Board of
	Name	Gender	Positions and	Supervisory
	Directors
date No.		Candidate	Responsibilities	Board
			Meetings
					in the Company	Meetings
					(FY2023)
						(FY2023)
					Standing Audit	10 out of 10	12 out of 12
1		Akane Sase	Female	Reelection	& Supervisory
	100%	100%
					Board Member
				Reelection	Outside Audit &	9 out of 10	11 out of 12
2		Osamu Sudoh	Male	Outside	Supervisory
	90%	92%
				Independent	Board Member
3		Takuya Oshida	Male	Reelection	Outside Audit &	10 out of 10	12 out of 12
	Supervisory
	Outside	100%	100%
				Board Member
				Reelection	Outside Audit &	10 out of 10	12 out of 12
4		Yoshihiro Tsuda	Male	Outside	Supervisory
	100%	100%
				Independent	Board Member
Reelection:	Candidate for reelection as Audit & Supervisory Board Member
Outside:	Candidate for Outside Audit & Supervisory Board Member
Independent:	Independent Officer stipulated by the Tokyo Stock Exchange

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