Broadleaf Co., Ltd.TSE: 3673

Notice of the 16th Annual General Meeting of Shareholders

Mar 3, 2025 at 3:21 PM UTC · Issued by Broadleaf Co., Ltd.

This document has been translated and summarized from 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 for direct, indirect or any other forms of damages arising from the translation.

Message

We aim to instill a cloud-based digital business platform and expand our services by embodying the thinking expressed in the origin of our name.

We would like to extend our sincere gratitude to our shareholders for their continued support.

We hereby deliver the convocation notice for the 16th Annual General Meeting of Shareholders.

The Broadleaf Group values "gratitude and happiness," its corporate philosophy, and works to provide better products and services in order to contribute to customers' business creation.

In the fiscal year under review, which was the third year of the medium-term management plan (the "Plan") (2022-2028), we carried on with the two growth strategies of "Penetration of cloud-based products" and "Expansion of services." As a result, cloud services caught on among customers, and we posted an operating profit as planned and made brisk progress in achieving the target for operating profit of 13.0 billion yen in 2028, the final year of the Plan.

Please refer to actual results, prospects and plans under the Plan on the next page.

We will join together as a group in order to achieve high growth while simultaneously achieving capital efficiency by accelerating the change to a subscription business model. We ask for our shareholders' continued support.

Origin of the Company Name

Broadleaf Co., Ltd.

Representative Director, President and CEO

Kenji Oyama

We named the Company "Broadleaf" after a broad-leaf tree.

Many broad-leaf trees grow by having their leaves absorb sunlight in spring and summer. In winter, they shed their leaves and fruits to return nutrients to the ground. This cycle creates a field where they can co-exist in harmony with a wide variety of other plants and animals.

The name Broadleaf reflects our desire to take root in the land of businesses as a broad-leaf tree, bear many leaves, produce fruit, and continue growing into the future with all people including our customers.

Medium-Term Management Plan

Actual business performance under the Medium-term Management Plan (2022-2028) and actual results, prospects and plans for ROE

Fiscal year	FY12/22	FY12/23	FY12/24	FY12/25	FY12/26	FY12/27	FY12/28
(Unit: million yen)	(Results)	(Results)	(Results)	(Forecast)	(Plan)	(Plan)	(Plan)

Revenue	13,833	15,385	18,045	20,100	23,500	27,500	31,500

Operating profit (loss)	-2,897	-1,902	674	1,500	4,800	9,000	13,000

Profit (loss) attributable	-2,431	-1,487	343	1,000	3,200	6,000	8,000
to owners of the parent


ROE (%)	-9.8	-6.5	1.5	4.3	12.9	21.6	24.7

(Notes) 1. ROE is shown as the net margin of equity attributable to owners of the parent.

2. The amounts shown in this document are rounded down to the unit used for presentation.

Revenue

(Million yen)

Results

Forecast

Plan

FY12/22FY12/23FY12/24FY12/25FY12/26FY12/27FY12/28

Operating profit

(Million yen)

Results

Forecast

Plan

FY12/22

FY12/23

FY12/24

FY12/25

FY12/26

FY12/27

FY12/28

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Securities Code: 3673 (Date of commencement of electronic provision measures) February 28, 2025 (Date of delivery) March 5, 2025

To Our Shareholders

4-13-14 Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan

Broadleaf Co., Ltd.

Kenji Oyama, Representative Director, President and CEO

NOTICE OF THE 16TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We would like to inform you that the 16th Annual General Meeting of Shareholders (the "Meeting") of Broadleaf Co., Ltd. (the "Company") will be held as described below.

In the convening of the Meeting, we will take measures to electronically provide the information that constitutes the content of the Reference Documents, etc. for the General Meeting of Shareholders (Matters for Electronic Provision). We kindly request that you check this information by accessing the following websites on which the information is posted.

The Company's	https://www.broadleaf.co.jp/english/ir/stock/meeting/
website:

Please go to the Company's website above and check the information regarding the Notice of the 16th (FY2024) Annual General Meeting of Shareholders.

Tokyo Stock

Exchange website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Listed Company

Search)

Please go to the TSE's website above, enter "Broadleaf" or our "3673" security code in the issue name (company name) box, and conduct a search to reach our page. On our page, click "Basic Information" to access the "Documents for public inspection/PR information." Information can be checked regarding the Notice of General Shareholders Meeting/Information Materials for a General Shareholders Meeting on the "Documents for public inspection" page.

If you are unable to attend the Meeting, you can exercise your voting rights by electromagnetic means (Internet, etc.) or in writing (by mail). Please review the accompanying Reference Documents for the General Meeting of Shareholders before exercising your voting rights.

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	Details are as follows.
1. Date and Time:	Friday, March 21, 2025, 10:00 a.m., Japan time.
	(Registration begins at 9:00 a.m.)
2. Place:	The Grand Hall, 3F Shinagawa Grand Central Tower, 2-16-4 Konan,
	Minato-ku, Tokyo
3. Meeting Agenda:
Matters to be reported:	1. The Business Report and the Consolidated Financial Statements for
	the 16th Fiscal Year (from January 1, 2024 to December 31, 2024) and
	Audit Results of the Consolidated Financial Statements by the
	Accounting Auditor and the Board of Corporate Auditors
	2. The Non-Consolidated Financial Statements for the 16th Fiscal Year
	(from January 1, 2024 to December 31, 2024)
Matters to be resolved:
Proposal No. 1:	Appropriation of Surplus
Proposal No. 2:	Election of Five (5) Directors
Proposal No. 3:	Election of Two (2) Substitute Corporate Auditors

4. Guide to Exercising Voting Rights

(1) If you exercise your voting rights in writing (by mail)

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Wednesday, March 19, 2025 (Japan time).

If neither approval nor disapproval of the proposals is indicated, you will be deemed to have indicated your approval.

(2) If you exercise your voting rights by electronic means (Internet, etc.)

Please visit the Company's designated voting website (https://soukai.mizuho-tb.co.jp/), after confirming the "Instructions for Voting via the Internet" on page 7 in the Japanese version of the Meeting's booklet, vote for or against the proposals, by 5:30 p.m. on Wednesday, March 19, 2025 (Japan time), in accordance with the instructions on the screen.

In addition, the electronic platform for exercising voting rights operated by Investor Communications Japan Inc. (ICJ, Inc.) is available to institutional investors.

(3) If you exercise your voting rights more than once:

If you exercise your voting rights both by electronic means (Internet, etc.) and in writing (by mail), regardless of the date your Voting Rights Exercise Form is received, only the voting rights you exercise by electronic means (Internet, etc.) will be counted.

If you exercise your voting rights more than once by electronic means (Internet, etc.), only the voting rights you exercise last will be counted.

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If you plan to attend in person, please present the enclosed Voting Rights Exercise Form at the reception desk upon your arrival.
For the purpose of saving resources, we will refrain from distributing related materials. So please be sure to bring this notice with you.
Documents containing the Matters for Electronic Provision will be sent to shareholders who request the provision of printed versions of the documents pursuant to the relevant laws and regulations and the provisions of Article 14 of our Articles of Incorporation. However, the matters listed below which will be posted on our Japanese website and the TSE website and will not be included in the documents.
1. Consolidated statement of changes in equity and notes to the consolidated financial statements
2. Non-consolidatedstatements of changes in equity and notes to the non-consolidated financial statements

Therefore, consolidated financial statements and financial statements contained in the documents constitute only part of the documents that have been audited by the Accounting Auditor for preparing the accounting audit report and Corporate Auditors for preparing the audit report respectively.

Any revisions made to this convocation notice and/or Matters for Electronic Provision will be posted on our Internet website and the TSE website.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus

We position the return of profit to our shareholders as an important management issue.

For the fiscal year under review, we will pay a year-end dividend of 2.0 yen per share of common stock (which makes our annual dividend 2.0 yen per share).

Type of dividend property Cash
Matters concerning the allocation and total amount of dividend property
2.0 yen per share of common stock of the Company, or 183,475,406 yen in total
Date on which dividends from surplus shall be effective

March 24, 2025

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Proposal No. 2: Election of Five (5) Directors

The term of office of all the five (5) directors will expire at the close of this general meeting of shareholders.

Accordingly, we propose the election of five (5) directors. The candidates for directors are as follows:

		Current positions and	Attendance at

Candidate No.	Name	responsibilities in the	meetings of the	Properties
		Company	Board of Directors
1	Kenji Oyama	Representative Director,	16/16 (100%)
	Reappointment
President and CEO


2	Kenichi Yamanaka	Executive Vice President	16/16 (100%)
	Reappointment
and Director



				Reappointment	External
3	Morio Kizawa	External Director	16/16 (100%)

				Independent



				Reappointment	External
4	Hiroshi Takada	External Director	16/16 (100%)

				Independent



				Reappointment	External
5	Unemi Yamaguchi	External Director	13/13 (100%)

				Independent	Female

(Note) The information regarding Ms. Unemi Yamaguchi shows the status after she took up her appointment as an External Director of the Company on March 26, 2024.

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Date of birth September 10, 1968
Number of the Company's shares held
1,262,601 shares
Attendance at meetings of the Board of Directors
16/16 (100%)

Candidate No.

	1			Kenji Oyama
				Reappointment


Brief personal history, positions and responsibilities
Apr. 1987	Joined Being Co., Ltd.	Oct. 2005	Consultant of ITX Corporation
Apr. 1989	Director of Being Co., Ltd.	Jan. 2006	Executive Vice President and
Dec. 1996	President CEO of Being		Director of the Company
		Investments Corp.	Jun. 2006	Representative Director, President
Jul. 2000	Executive Vice President and		and CEO of the Company (present)
		Director of Being Co., Ltd.	Jan. 2015	Advanced Academic Agency's
Jul. 2002	Executive Officer, General		Visiting Professor of The Graduate
		Manager of Marketing Department		School of Project Design
		and Sales Department of Being Co.,
		Ltd.

Reasons for nomination as candidate for Director

Mr. Kenji Oyama has a great deal of experience and achievements as well as strong leadership with respect to corporate management. The Company has nominated him again as a candidate for Director, based on the judgment that he is the right person in terms of determining the execution of important duties and supervising the execution of responsibilities by Directors and Executive Officers.

Candidate No.
2	Kenichi Yamanaka	Reappointment

Date of birth October 10, 1968
Number of the Company's shares held
141,420 shares
Attendance at meetings of the Board of Directors 16/16 (100%)

Brief personal history, positions and responsibilities
Apr. 1992	Joined Mitsubishi Electric	Oct. 2010	Executive Officer and General
	Engineering Co., Ltd.		Manager of Administration
Jan. 1996	Joined Being Co., Ltd.		Division of the Company
Apr. 2000	Executive Officer of Being Co.,	Jan. 2011	Executive Officer, General
	Ltd. in charge of Business		Manager of Administrative
	Strategies - EC promotion		Headquarter and General Manager
Nov. 2005	Executive Officer CIO of JIMOS		of Corporate Management Group of
	Co., Ltd. in charge of Corporate		the Company
	Services - BtoB Solutions	Mar. 2012	Director, Executive Officer and
			General Manager of Administration
			Division of the Company
		Jan. 2014	Executive Vice President and
			Director of the Company (present)

Reasons for nomination as candidate for Director

Mr. Kenichi Yamanaka has been supervising the administrative and business management sectors since he assumed the position of Executive Officer at the Company. In light of his career, the Company considers that he is the right person in terms of facilitating smooth organizational management on a Group-wide basis, and has therefore nominated him again as a candidate for Director.

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Date of birth April 8, 1944
Number of the Company's shares held
23,700 shares
Attendance at meetings of the Board of Directors
16/16 (100%)
Number of years as director 13 years (at the close of this general meeting of shareholders)

Candidate No.

	3			Morio Kizawa
				Reappointment	External	Independent


Brief personal history, positions and responsibilities
Apr. 1970	Joined Nippon Univac Ltd. (now	Feb. 1999	President and Representative
		BIPROGY Inc.)		Director of Conexant Systems
Mar. 1985	Joined Citizen Watch Co., Ltd.		Japan Co., Ltd. (now Conexant
Sep. 1985	President and Managing Director of		Systems Co., Ltd.)
		Citizen Europe Ltd.	Feb. 2006	President and Representative
Feb. 1992	President and Representative		Director, and Vice-President of
		Director, and Vice-President of		U.S. Headquarters of Autodesk,
		U.S. Headquarters of Mentor		Inc.
		Graphics Japan Co. Ltd. (now	Mar. 2012	Advisor of Autodesk, Inc.
		Siemens Electronic Design		External Director of the Company
		Automation Japan K.K.)		(present)

Reason for the selection as a candidate for External Director and expected roles

Mr. Morio Kizawa has served as Representative Director of Autodesk, Inc., a company that realized change to a SaaS (Software as a Service) business model, and other companies. He played an active role as the manager of an IT company and a global company that engage in software development and sales, etc. He has specialist knowledge and extensive experience in the industries related to the Company's business.

His wealth of knowledge and experience is exactly what we need in realizing the medium-term management plan of the Company which aims at achieving a SaaS business model. The Company nominated him again as a candidate for External Director because, by leveraging his knowledge and experience, it can expect to obtain advice from various perspectives on the general management of the Company.

Supplementary explanations regarding his term of office as an External Director

Having been involved in the Company's management as an External Director for 13 years, Mr. Morio Kizawa has a deep knowledge of the Company's corporate philosophy and business strategies and provides highly independent suggestions and advice from an objective perspective at meetings of the Board of Directors for the purpose of improving the Company's corporate value and shareholders' benefit.

The Company considers that his deep understanding of the Company and highly independent comments greatly contribute to lively discussions at meetings of the Board and the improvement of the Board's effectiveness and that his long tenure does not harm his independence as an External Director.

Matters relating to independence

The Company considers Mr. Morio Kizawa to be a candidate for independent director because, given his objective and neutral standpoint that is independent from the Company, he is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange.

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Date of birth December 22, 1946
Number of the Company's shares held
33,100 shares
Attendance at meetings of the Board of Directors 16/16 (100%)
Number of years as director 5 years (at the close of this general meeting of shareholders)

Candidate No.

	4		Hiroshi Takada
		Reappointment			External	Independent


Brief personal history, positions and responsibilities
Apr. 1969	Joined Toyota Motor Sales Co.,	Jul. 2012	Head Director of Organization for
		Ltd. (now Toyota Motor		Small & Medium Enterprises and
		Corporation)		Regional Innovation
Jan. 1995	General Manager of Advertising	May 2013	Representative Director of All
		Division of Toyota Motor		Japan Radio & Television
		Corporation		Commercial Confederation (now
Jun. 2001	Director of Toyota Motor		All Japan Confederation of
		Corporation		Creativity)
Jun. 2003	Managing Officer of Toyota Motor	Jun. 2014	Director of the Commercial
		Corporation		Broadcasting Education
Jun. 2005	Senior Managing Director of		Association (present)
		Toyota Motor Corporation	Jul. 2019	Representative Director of Japan
Jun. 2009	Chairman and Representative		General Incorporate Association of
		Director of Toyota Administa, Inc.		Professionals for Medium and
		(now Toyota Mobility Tokyo. Inc.)		Small Sized Business Management
		Chairman of Toyota Nagoya		Ltd. (JPBM) (present)
		Education Center, Inc.	Mar. 2020	External Director of the Company
Oct. 2009	President and Representative		(present)
		Director of Toyota Marketing Japan	Jun. 2020	External Auditor of Chubu Electric
		Corporation (now Toyota Motor		Power Co., Inc.
		Corporation)	Jun. 2021	Councilor of the SBI Children's
Dec. 2009	President and Representative		Hope Foundation (present)
		Director of Toyota Motor Sales &
		Marketing Corp. (now Toyota
		Motor Corporation)

Important concurrent positions

Representative Director of JPBM

Reason for the selection as a candidate for External Director and expected roles

Mr. Hiroshi Takada engaged in the management of advertising, sales, marketing and other operations at Toyota Motor Corporation and served as an officer of the company and a representative director at its group's sales and marketing affiliates. In addition, he plays an active role as the head of an independent administrative agency that undertakes support for the management of medium- and small-sized companies. He has specialist knowledge and extensive experience for the promotion of a range of businesses.

The Company has nominated Mr. Hiroshi Takada as a candidate for External Director again because by leveraging his knowledge and experience, it can expect to obtain advice from various perspectives on sales, marketing and new business strategies of the Company.

Chubu Electric Power Co. Inc., where Mr. Takada served as an external corporate auditor, received an order to pay a surcharge based on the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade on March 30, 2023 regarding the supply of special high-voltage electricity and high- voltage electricity in the Chubu region, etc. Mr. Takada made recommendations from the perspective of confirming and auditing internal control system maintenance and its operational status and corporate governance at the company's Board of Directors or the Board of Auditors meetings, and also fulfilled his responsibilities by confirming the details of efforts to further ensure compliance and providing advice whenever appropriate.

Matters relating to independence

The Company considers Mr. Hiroshi Takada to be a candidate for independent director because, given his objective and neutral standpoint that is independent from the Company, he is unlikely to have conflicts of interest with general shareholders, and satisfies the requirements for independent officers as specified by the Tokyo Stock Exchange.

The Company engages in transactions with companies referred to in the above brief history including Toyota Motor Corporation, which however account for less than one percent of overall transactions conducted by the Company and its group companies.

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