Intelligent Wave Inc.TSE: 4847

Notice of the 41st annual general meeting of shareholders

Sep 3, 2024 at 2:02 AM UTC · Issued by Intelligent Wave Inc.

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.

(Code: 4847 TSE Prime market) September 4, 2024 (Start Date of Measures for Electronic Provision: September 3, 2024)

To Shareholders with Voting Rights:

Kunimitsu Sato

Chief Executive Officer,

Representative Director

INTELLIGENT WAVE INC.

1-21-2, Shinkawa, Chuo-ku, Tokyo,

Japan

NOTICE OF

THE 41ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

We are pleased to inform you that the 41st Annual General Meeting of Shareholders of INTELLIGENT WAVE INC. (the “Company”) will be held for the purposes as described below.

The Company has adopted measures for electronic provision in convening this General Meeting of Shareholders by posting the “Notice of the 41st Annual General Meeting of Shareholders” to each of the websites given below. Please check each of the following websites.

https://www.iwi.co.jp/en/ir/stock/general_meeting.html https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Enter “INTELLIGENT WAVE” in the “Issue name (company name)” field or “4847” in the “Code” field and run a search. After finding the Company, select “Basic Information,” followed by “Documents for public inspection/PR information.” Look for the “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” field under the “Filed information available for public inspection” section.

Instead of attending the meeting, you may exercise your voting rights by either of the methods below. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision and exercise your voting rights by no later than 6:00 p.m. Japan time on Tuesday, September 24, 2024.

[Exercising Voting Rights by Mail]

Please indicate your vote of approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form and return it so that it arrives by the above exercise deadline.

[Exercising Voting Rights via the Internet]

Please access the URL indicated on the Voting Rights Exercise Form and enter your vote of approval or disapproval for the proposals by the above exercise deadline. For details, please see the “Guide to Exercising Voting Rights via the Internet” on page 4 (Japanese version only).

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1. Date and Time: Wednesday, September 25, 2024 at 10:00 a.m. Japan time

(Reception opens: 9:00 a.m.)

2. Place:“EAST21 HALL,” first floor of Hotel East 21 Tokyo located at 6-3-3, Toyo, Koto-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: The Business Report and the Non-consolidated Financial Statements for the

Company’s 41st Fiscal Year (July 1, 2023 - June 30, 2024)

Proposals to be resolved:

Proposal 1: Distribution of Surplus

Proposal 2: Election of 8 Directors

Proposal 3: Election of 4 Auditors

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

If attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk upon your arrival.
Additionally, please bring this Convocation Notice with you in order to conserve resources.
If the matters subject to measures for electronic provision are amended, the amended items will be posted on the respective websites where they were posted.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Distribution of Surplus

The Company considers the return of profits to shareholders an important management issue, and our basic policy is to maintain a stable level of dividends, while taking into consideration the internal reserves required for strengthening our business foundations.

Based on this basic policy, the year-end dividend for the fiscal year under review shall be 25 yen per share, increasing the dividend payout ratio to around 50%, and including a commemorative dividend of 10 yen per share for the 40th anniversary of the Company, as a part of measures to enhance shareholder returns. Including the interim dividend of 15 yen per share, which started this fiscal year and has already been paid, the annual dividend for the fiscal year under review shall be 40 yen per share, a 20 yen increase from the previous fiscal year.

Items Related to the Year-end Dividend

Type of dividend property Cash
Items related to the allocation of dividend property to shareholders and its total amount 25 yen per common share
Total amount: 656,997,850 yen
Effective date of distribution of surplus September 26, 2024

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Proposal 2: Election of 8 Directors

The terms of office of all 6 Directors will expire at the conclusion of this year’s General Meeting of Shareholders. Accordingly, the Company proposes the election of 8 Directors, increasing the number of Directors by two in order to enhance and strengthen management.

The candidates are as follows:

No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1983	Joined Dai Nippon Printing Co., Ltd.
		October 2001	General Manager of Sales Development Dept., IC Card Div.,
			Business Forms & Securities Operations
		April 2006	General Manager of IC Card Business Development Dept., IC
			Card Business Development Div., Information Processing
			Solutions Operations
		April 2007	General Manager of IC Card Business Development Div.,
			Information Processing Solutions Operations
	Kunimitsu Sato	October 2012	General Manager of Digital Security Div., Information Solutions
		Operations	19,100
	(December 23, 1959)
	April 2016	Deputy General Manager of C&I Center, Information Innovation
			Operations
1		April 2018	General Manager of C&I Center, Information Innovation
			Operations
		September 2019	Director of the Company
		April 2020	Deputy General Manager of Information Innovation Operations,
			Dai Nippon Printing Co., Ltd.
		September 2020	Chief Executive Officer, Representative Director of the
			Company (current)
		as candidate for Director>
	Mr. Kunimitsu Sato took office as Chief Executive Officer, Representative Director in September 2020. He possesses
	abundant experience and insight in the industry. With his strong leadership and deep understanding of the Company’s
	entire organization, he may be expected to fulfill a sufficient role in providing appropriate advice and information as well
	as managing and supervising the execution of business operations at the Company, and we therefore propose his continued
	election as Director.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1987	Joined Dai Nippon Printing Co., Ltd.
		October 2001	Manager of Section 2, Sales Department 3, Tokyo Sales Division
			2, Business Forms & Securities Operations
		April 2006	General Manager of Sales Department 3, Information Processing
			Solutions Sales Division 2, Information Processing Solutions
			Operations
	Koji Kawakami	October 2011	General Manager of Information Processing Solutions Sales	—
		Division 6, Information Processing Solutions Operations
	(October 9, 1963)
	September 2016	Director of the Company

		September 2019	Retired as Director
2		April 2020	General Manager of CX Center 2, Information Innovation
			Operations, Dai Nippon Printing Co., Ltd.
		April 2023	Deputy General Manager of Information Innovation Operations
		November 2023	Deputy General Manager of Information Innovation Operations
			(current)
		as candidate for Director>
	Mr. Koji Kawakami served as Director of the Company for 3 years from 2016 and contributed to the development of the
	Company’s businesses. With his strong leadership in organizational management as well as a wide range of knowledge
	concerning the Company’s businesses such as credit card and security industries, he may be expected to fulfill a sufficient role
	in managing and supervising the execution of business operations at the Company, and we therefore propose his election as
	Director.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1988	Joined the Company
		July 2010	Executive Officer; General Manager of Securities Solution
			Business Division
		September 2014	Director; General Manager of Financial System Development
			Division; General Manager of Securities System Development
			Division; Director of Security System Development Division
		July 2022	Managing Executive Officer; Director of Strategy & R&D
			Division; Director of Security System Division; Director of
			Quality Assurance Department
		September 2022	Director, Senior Executive Officer; Director of Overseas
			Business Promotion Office and Strategy & R&D Division;
			Director of Security System Division; Director of Quality
			Assurance Department
		April 2023	Director, Senior Executive Officer; Director of Global Business
			Promotion Office; Director of Strategy & R&D Division;
			Director of Security System Division; Director of Quality
			Assurance Department; Director of Human Capital Management
	Kenichi Tachinooka		Office; Director of Information Security Department
	June 2023	Director, ODN Solution Inc. (current)	7,600
	(August 16, 1963)	July 2023	Director, Senior Executive Officer; Director of Global Business

			Promotion Office; Director of Strategy & R&D Division;
3			Director of Quality Assurance Department; Director of Human
			Capital Management Office; Director of Information Security
			Department of the Company
		October 2023	Director, Senior Executive Officer; Director of Business
			Administration Division; Director of Personnel Administration
			Division; Director of Global Business Promotion Office;
			Director of Strategy & R&D Division; Director of Quality
			Assurance Department; Director of Human Capital Management
			Office
		November 2023	Director, Senior Executive Officer; Director of Business
			Administration Division; Director of Personnel Administration
			Division; Director of Quality Assurance Department; Director of
			Human Capital Management Office
		February 2024	Director, Senior Executive Officer; Director of Business
			Administration Division; Director of Personnel Administration
			Division; Director of Quality Assurance Division; Director of
			Human Capital Management Office (current)
		as candidate for Director>
	Mr. Kenichi Tachinooka has a wide range of operational knowledge and experience concerning system development,
	security product development and sales, and quality assurance in general. He may be expected to fulfill a sufficient role in
	managing and supervising the execution of business operations at the Company, and we therefore propose his continued election as
	Director.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		December 1998 Joined Software Japan Laboratory
		March 2005	Joined the Company
		September 2018	Director; General Manager of 3rd System Development Division
		July 2019	Director; Director of Business Administration Division; Director
			of Management Planning Office
	Taisuke Goto	September 2020 Director; Executive Officer of Business Administration Division
		and Director of Management Planning Office of the Company	5,200
	(April 27, 1974)	September 2021	Director; Managing Executive Officer of Business

			Administration Division and Director of Management Planning
4			Office
		September 2022	Director; Managing Executive Officer of Management Planning
			Office and Information Systems Department
		February 2023	Director; Managing Executive Officer of 2nd System Division
			and Information Systems Department (current)
		as candidate for Director>
	Mr. Taisuke Goto possesses abundant operational knowledge and experience, having overseen development of the
	Company’s products, primarily in relation to the development of systems to detect fraudulent credit card transactions, since
	joining the Company. He may be expected to fulfill a sufficient role in managing and supervising the execution of business
	operations at the Company, and we therefore propose his continued election as Director.
		April 1989	Joined Dai Nippon Printing Co., Ltd.
		October 2002	Leader of Group 1, Customer Support Promotion Department,
			Information Processing Solutions Sales Division 1, Information
			Processing Solutions Operations
		October 2012	General Manager of Department 2, Customer Support
	Kaori Saito		Promotion Division, Information Solutions Operations	—
	October 2015	General Manager of Processing Support Division 2, Information
	(March 20, 1967)
		Solutions Operations

5		October 2021	Deputy General Manager of Personnel Department, Personnel
		Division

		October 2022	General Manager of Personnel Department, Personnel Division
		October 2023	Director; Corporate Officer, DNP Human Services Co., Ltd.
			(current)
		as candidate for Director>
	Ms. Kaori Saito possesses operational knowledge in personnel, and has taken her role as a manager in the customer support
	organization. She also has experience being responsible for the business execution as a director and corporate officer. In
	terms of diversity, she may be expected to fulfill a sufficient role in managing and supervising the execution of business
	operations at the Company, and we therefore propose her election as Director.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1979	Registered as attorney at law (current)
			Akira Watanabe Law Office
		April 1999	Special Visiting Professor of Faculty of Law, Gakushuin
			University
		April 2003	Visiting Professor of Faculty of Law, Seikei University
	Akira Watanabe	April 2004	Professor of Gakushuin University Law School
	September 2013	Project Professor of Research Center for Advanced Science and	21,200
	(May 13, 1953)
		Technology, The University of Tokyo

		September 2014 Director of the Company (current)
		April 2019	Visiting Fellow of Research Center for Advanced Science and
			Technology, The University of Tokyo
		April 2023	Senior Visiting Fellow of Research Center for Advanced
			Science and Technology, The University of Tokyo (current)
		as candidate for Outside Director and overview of expected roles>

6 Mr. Akira Watanabe possesses legal expertise as an attorney at law, in addition to academic knowledge from serving in numerous positions, including Project Professor of Research Center for Advanced Science and Technology, The University of Tokyo. As Outside Director, he participates in management from an objective standpoint and provides appropriate advice and suggestions when the Board of Directors is making decisions, from a standpoint independent of the management team engaged in the execution of business operations. In addition, in June 2021, he became a member of the Nomination and Compensation Committee, and engages in making decisions on nominating candidates for Directors, selecting Executive Officers and compensation for Directors and other matters from an objective and neutral standpoint. In January 2022, he became the chair of the Special Committee and may be expected to contribute to further strengthening its governance system and give appropriate advice and suggestions, and we therefore propose his continued election as Outside Director. Although he does not have experience of engaging in corporate management other than as an outside officer, the Company deems that he is capable of performing his duties as an Outside Director appropriately as he did to this day.

In addition, the Company has entered into a separate advisory agreement with another lawyer from the Akira Watanabe Law Office, but this does not constitute a transaction with Mr. Akira Watanabe himself. The Company believes that there is no risk of influencing the judgment of shareholders and investors in light of the size and nature of the transactions according to this agreement.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1978	Joined Daiwa Securities Co. Ltd.
		August 1979	Joined Daiwa Computer Service Co., Ltd. (currently Daiwa
			Institute of Research Ltd.)
		June 2002	General Manager of System Solution Business Headquarters
		April 2004	Executive Officer; General Manager of System Solution
			Business Headquarters; General Manager of Telecom System
			Business Headquarters; Officer in charge of Social Insurance
			System Business Headquarters; Information Security Officer
		April 2005	Executive Officer in charge of operations, Daiwa Securities
			SMBC Co. Ltd.
		June 2006	Outside Director, Japan Securities Depository Center,
			Incorporated
		April 2008	Managing Executive Officer in charge of operations, Daiwa
	Kenichi Miki		Securities SMBC Co. Ltd.
	January 2010	Managing Executive Officer in charge of operations, Daiwa		—
	(July 11, 1955)
		Securities Capital Markets Co. Ltd.

		April 2010	Executive Managing Director; Deputy Head of Administrative
			Division, Daiwa Securities Co. Ltd.
		April 2011	Senior Executive Managing Director, Daiwa Institute of
			Research Holdings Ltd.; President, DIR Information Systems
			Co., Ltd.
		April 2015	Senior Executive Managing Director, Daiwa Institute of
7			Research Business Innovation Ltd.; President, DIR Xunhe
		Business Innovation (Beijing) Limited; President, DIR Xunhe

			Business Innovation (Jinan) Limited
		April 2016	Advisor, Daiwa Institute of Research Business Innovation Ltd.
		April 2017	Retired as Advisor
		September 2017	Director of the Company (current)
		June 2024	Full-time Director, National Mountain Day Association (current)
		as candidate for Outside Director and overview of expected roles>
	Mr. Kenichi Miki possesses experience as a manager and abundant knowledge and expertise in the industry, having
	overseen system development departments at Daiwa Institute of Research Ltd. over many years, before serving as
	Managing Executive Officer in charge of operations at Daiwa Securities SMBC Co. Ltd., Managing Executive Officer in
	charge of operations at Daiwa Securities Capital Markets Co. Ltd., and subsequently Executive Managing Director at
	Daiwa Securities Co. Ltd. As Outside Director, he participates in management from an objective standpoint and provides
	appropriate advice and suggestions when the Board of Directors is making decisions, from a standpoint independent of the
	management team engaged in the execution of business operations. In June 2021, he became the chair of the Nomination
	and Compensation Committee, and engages in making decisions on nominating candidates for Directors, selecting
	Executive Officers and compensation for Directors and other matters from an objective and neutral standpoint. The
	Company expects him to contribute to further strengthening its governance system and give appropriate advice and
	suggestions, and therefore proposes his continued election as Outside Director.
	Mr. Kenichi Miki has held positions as a director and advisor at Daiwa Securities Co., Ltd., Daiwa Institute of Research
	Holdings Ltd., and Daiwa Institute of Research Business Innovation Ltd., with whom the Company has had transactions
	related to software development and maintenance. However, he has retired from these positions in April 2017, and the
	Company believes that there is no risk of influencing the judgment of shareholders and investors in light of the size and
	nature of the transactions he has with each of these companies.

- 9 -

No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1981	Joined ITOCHU Corporation
		April 2006	General Manager and CIO of Planning & Administration
			Department, Space, Information & Multimedia Company
		April 2008	Deputy General Manager of Information Technology Division
		April 2009	General Manager of Overseas Market Department
		April 2011	Deputy General Manager of ICT Division
		April 2012	President and CEO of ITOCHU Cable Systems Corp.
		April 2014	Managing Executive Officer; General Manager of Corporate
	Hiroshi Suguta		Planning Department, CONEXIO Corporation
	June 2014	Director, Managing Executive Officer; General Manager of	—
	(September 8, 1957)
			Corporate Planning Department
		June 2017	Director, Senior Executive Officer; Functional Management and
			Chief Compliance Officer; General Manager of Corporate
			Planning Department
8		April 2019	Director, Senior Managing Executive Officer; General Manager
			of Corporate Account Division
		April 2021	Representative Director, Chief Executive Officer
		April 2023	Advisor
		April 2024	Retired as Advisor
		as candidate for Outside Director and overview of expected roles>
	Mr. Hiroshi Suguta possesses experience in overseeing sales, business development, M&A, corporate management, and
	relevant organizations in the information and communications field, as well as in being a general manager of overseas
	business at ITOCHU Corporation. He also possesses experience in corporate management serving as President and CEO at
	ITOCHU Cable Systems Corp. and as Representative Director, Chief Executive Officer at CONEXIO Corporation, a then
	listed company at the time of his appointment. With the background in these management positions and knowledge of the
	industry, as Outside Director, the Company expects him to participate in management from an objective standpoint and
	provide appropriate advice and suggestions when the Board of Directors is making decisions, from a standpoint
	independent of management engaged in the execution of business operations, and we therefore propose his election as Outside
	Director.

(Notes)

Mr. Koji Kawakami and Ms. Kaori Saito are new candidates for Directors.
Mr. Hiroshi Suguta is a new candidate for Outside Director.
There are no special interests between the candidates for Directors and the Company.
Messrs. Akira Watanabe and Kenichi Miki are candidates for Outside Directors.
The Company has designated Messrs. Akira Watanabe and Kenichi Miki as Independent Directors as stipulated by the rules of the Tokyo Stock Exchange, and has registered them as such with the Exchange. If their reelection is approved at this year’s General Meeting of Shareholders, they will remain as Independent Directors.
Number of years as Outside Director of the Company since each candidate for Outside Director assumed office
Mr. Akira Watanabe will have served as Outside Director of the Company for 10 years at the conclusion of this year’s General Meeting of Shareholders.
Mr. Kenichi Miki will have served as Outside Director of the Company for 7 years at the conclusion of this year’s General Meeting of Shareholders.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Messrs. Akira Watanabe and Kenichi Miki under which their liability for damages pursuant to Article 423, Paragraph 1 of the same act shall be limited to the amount provided for in laws and regulations. If their reelection is approved at this year’s General Meeting of Shareholders, the Company intends to continue the same liability limitation agreement with each of them as stipulated in the Company’s Articles of Incorporation, in order to allow them to adequately fulfill their expected roles as Outside Directors.
If the election of Mr. Hiroshi Suguta as Outside Director is approved, based on the provisions of the Articles of Incorporation of the Company and in accordance with Article 427, Paragraph 1 of the Companies Act, the Company intends to enter into an agreement with him under which his liability for damages pursuant to Article 423, Paragraph 1 of the same act shall be limited to the amount provided for in laws and regulations. The Company has also designated Mr. Hiroshi Suguta as Independent Director as stipulated by the rules of the Tokyo Stock Exchange, and has registered him as such with the Exchange. If his election is approved at this year’s General Meeting of Shareholders, he will become a new Independent Director.
The Company has entered into a directors and officers liability insurance contract as provided for in Article 430-3,

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