Justsystems CorporationTSE: 4686

Notice of The 43th Annual General Meeting of Shareholders

· Issued by Justsystems Corporation

Notice of the 43rd Annual General Meeting of Shareholders

JUSTSYSTEMS CORPORATION

To our shareholders

I am delighted to present this convocation notice of the 43rd Annual General Meeting of Shareholders of JUSTSYSTEMS CORPORATION which will be held on June 25, 2024.

At JUSTSYSTEMS, each employee believes that maintaining a "continual awareness of change" without going by the book or clinging to fixed ideas leads to sustained growth.

Thinking through, making changes and creating - by embodying these actions, we will achieve even higher corporate value.

The value JUSTSYSTEMS provides to society comes of course from good products and services. That will never change.

As we verify the scale and positioning of those products and services, our attention extends not just across Japan but out to the world, as part of our hope to create a better future for people around the world.

Within a fluctuating IT industry, we will stay agile in recognizing the latest trends and proactively adopt new technologies while providing society with new value moving forward.

Kyotaro Sekinada

President & CEO

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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.

Securities Code: 4686 June 7, 2024 (Start date of measures for providing informational materials in electronic format: June 3, 2024)

To our shareholders:

Kyotaro Sekinada

President & CEO

JUSTSYSTEMS CORPORATION

Hiraishiwakamatsu 108-4 Kawauchi- cho, Tokushima

Notice of the 43rd Annual General Meeting of Shareholders

You are hereby notified that the 43rd Annual General Meeting of Shareholders of JUSTSYSTEMS CORPORATION (the "Company") will be held as indicated below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject to measures for providing informational materials in electronic format) in electronic format, and has posted them to the following website on the Internet.

The Company's website: https://www.justsystems.com/jp/ir/ (in Japanese)

Also, aside from the above, it is also posted on the Tokyo Stock Exchange website. TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Note) Access the TSE website by using the internet address shown above, enter the issue name (company name) or securities code, and click "Search" button. Then, click "Basic information" button, select "Documents for public inspection/PR information" tab, and click "Click here for access" button under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

Shareholders can exercise their voting rights via the internet or in writing (by mail) in lieu of attending the meeting in person. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Monday, June 24, 2024 (JST).

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1.

Date and Time

Tuesday, June 25, 2024, at 10:00 a.m. (JST)

2.

Venue

JUSTSYSTEMS Tokushima Head Office

Hiraishiwakamatsu 108-4Kawauchi-cho, Tokushima

3.

Purpose of the Meeting

Matters to be reported:

1. The Business Report and Consolidated Financial Statements for

the 43rd fiscal year (from April 1, 2023 to March 31, 2024), as

well as the results of audit of the Consolidated Financial

Statements by the Financial Auditor and the Audit and Supervisory

Committee

2. Non-consolidated Financial Statements for the 43rd fiscal year

(from April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Five Directors Who Are Not Audit

and Supervisory Committee Members

Proposal No. 3

Election of One Substitute Director Who Is an

Audit and Supervisory Committee Member

Among the items subject to measures for providing informational materials in electronic format, the Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial Statements are not, in accordance with laws and regulations and Article 15 of the Articles of Incorporation of the Company, provided in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. These are a part of the documents audited by Audit and Supervisory Committee and the Financial Auditor when preparing the audit reports.

In the event of any modifications to the items subject to measures for providing informational materials in electronic format, to that effect, the un-revised as well as the revised items will be posted to the respective websites where it is posted.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus

The Company maintains a basic policy of striving to pay stable dividends on a continual basis, while securing internal reserves for strengthening the management structure and future business expansion.

Year-end dividends

The Company has given consideration to matters including the business performance of the fiscal year and future business environment, and it proposes to pay year-end dividends for the fiscal year as follows:

  1. Type of dividend property Cash
  2. Allotment of dividend property and their aggregate amount ¥10 per common share of the Company
    Total dividends: ¥642,238,810
    As the Company has already paid an interim dividend of ¥10 per share, the annual dividend will be ¥20 per share.
  3. Effective date of dividends of surplus June 26, 2024

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Proposal No. 2: Election of Five Directors Who Are Not Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all five Directors who are not Audit and Supervisory Committee Members will expire. Therefore, the Company proposes the election of five Directors who are not Audit and Supervisory Committee Members.

As a result of the Audit and Supervisory Committee's deliberations, there were no particular findings regarding this proposal.

The candidates for Director who are not Audit and Supervisory Committee Members are as follows:

Candidate

Name

Career summary, position and responsibility in the

Number of the

Company, and significant concurrent positions outside the

Company's

No.

(Date of birth)

Company

shares owned

Apr. 2000

Joined Keyence Corporation

June 2009

Director of the Company

1

Kyotaro Sekinada

Oct. 2010

Director and Executive Director of Business

5,000

Planning Dept.

(December 29, 1977)

July 2012

Director and Division Director of Corporate

Planning Div.

Mar. 2016

President & CEO (current position)

Oct. 2006

Joined the Company

Apr. 2012

Division Director of Consumer Business

2

Masayuki Tajiki

Div.

1,000

(October 15, 1969)

Oct. 2018

Division Director of Solution Strategy Div.

June 2020

Director and Division Director of Solution

Strategy Div. (current position)

Apr. 1998

Joined Keyence Corporation

June 2009

Director of the Company (current position)

3

Masayuki Miki

Mar. 2016

Director and Chief Development Officer

5,000

(April 3, 1975)

June 2018

Director of Keyence Corporation

Mar. 2024

Department Manager of Global IT Dept.

(current position)

Oct. 1987

Joined Chuo Audit Corporation

Mar. 1991

Registered as a certified public accountant

Manabu Kurihara

July 2001

Partner of ChuoAoyama Audit Corporation

4

Aug. 2007

Partner of Ernst & Young ShinNihon

-

(April 19, 1956)

Sept. 2017

Chief Representative of Kurihara Certified

Public Accountant Office (current position)

June 2019

Outside Director of the Company (current

position)

Dec. 2007

Registered as an attorney at law

Jan. 2008

Joined Mori Hamada & Matsumoto

Jan. 2015

Admitted as Attorney-at-Law in the State of

5

Yoshie Midorikawa

New York

-

Oct. 2016

Joined Freshfields Bruckhaus Deringer LLP

(May 8, 1979)

Jan. 2019

Partner of Miura & Partners (current

position)

June 2023

Outside Director of the Company (current

position)

Notes: 1.

There is no special interest between any of the candidates and the Company.

2. Mr. Kurihara and Ms. Midorikawa are candidates for outside Director. They are both currently outside Directors of the Company, and notification as independent officers has been submitted to the Tokyo Stock Exchange because they satisfy the Company's independence criteria. If they are reelected, the Company plans for their appointment as independent officers to continue.

  • 5 -
  1. The Company has nominated Mr. Kurihara as a candidate for outside Director because he has extensive experience and specialized knowledge in finance, accounting and taxation as a certified public accountant, as well as experience as director of other company and a supervisory officer of investment corporation, bringing forth the expectations that he will play a role in enhancing the function of the Board of Directors of the Company. Mr. Kurihara has never been directly involved in the management of a company. However, the Company judges he will appropriately fulfill his duties as an outside Director based on the above reasons. His tenure will have been five years at the conclusion of this meeting.
  2. The Company has nominated Ms. Midorikawa as a candidate for outside Director because she has extensive experience and specialized knowledge as a lawyer, as well as her experience as an auditor of other company and a supervisory officer of investment corporation, bringing forth the expectations that she will play a role in enhancing the function of the Board of Directors of the Company through her advice mainly from the viewpoint of compliance. Ms. Midorikawa has never been directly involved in the management of a company. However, the Company judges she will appropriately fulfill her duties as an outside Director based on the above reasons. Her tenure will have been one year at the conclusion of this meeting.
  3. The Company has entered into a limited liability agreement with Mr. Kurihara and Ms. Midorikawa, which limits their liability for damages to ¥5 million or the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act, whichever is higher. If they are reelected, the Company plans to renew this agreement with them.
  4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act. In the event that a claim for damages is made against the insured that arises from acts carried out by the insured as a person at a certain position of the Company, the insurance policy covers the insured's losses and such costs as related litigation expenses. However, there are certain situations excluded from coverage, such as no compensation for damages arising from the performance of an illegal act with full knowledge of its illegality. The full amount of the insurance premiums is borne by the Company, and in effect those insured do not pay any of the premiums. If each of the candidates assumes the office of Director, they will be included as one of the insured under this policy, and the policy will be renewed during each of the candidates' terms of office.

(Criteria for Independence of Outside Directors)

Outside Directors to whom none of the following apply have been determined to have independence.

  1. A person who has been a Director, Audit and Supervisory Committee Member, Executive Officer (excluding outside officers; hereinafter collectively referred to as "officer") or employees of the Group in the ten years prior to appointment.
  2. A person who is currently or has been in any of the past five fiscal years an officer or employee of a corporation or organization that is currently a major shareholder(*) of the Group or a corporation or organization in which the Group is currently a major shareholder.
    1. Major shareholder refers to a shareholder holding 10% or more of voting rights.
  3. A major business partner(*) of the Group or an officer or employee of such business partner.
    1. Major business partner refers to a company, organization, etc., which is a sales destination or supplier from the viewpoint of the Group or the counterparty, and whose transactions (payments or receipts) with the Group currently or in any of the past three fiscal years account for 2% or more of the consolidated net sales of the Group or the business partner (including the parent company thereof).
  4. A person who is currently or in any of the past three fiscal years has been a principal lender of the Company or an officer or employee thereof.
  5. A person who is a director, other officer or employee of a corporation or organization that has received a large donation(*) from the Group.
    1. Large donation refers to an average of more than ¥10 million per year for the most recent three fiscal years.
  6. A person who is currently or has been in any of the past fiscal three years a representative, partner, or employee, etc. of the Group's Financial Auditor.
  7. An attorney, certified public accountant, consultant, etc. who receives a large sum(*) of money or other assets from the Group other than remuneration for officers.
    1. Large sum refers to an average of more than ¥10 million per year for the most recent three fiscal years.
  8. A relative within the second degree of kinship of any of the following.
    • A person who is currently or has been in any of the past five fiscal years a director or a key employee(*) of the Group.
    1. Key employee refers to a person who has a position equivalent to or higher than that of the person in charge of an organization.
  • A person whose appointment is restricted by 2 through 7 above.

9. Any other person who is deemed to have a special reason that could cause a conflict of interest with the Company.

  • 6 -

Proposal No. 3: Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The validity of the election of Manabu Kurihara, who was elected as substitute Director who is an Audit and Supervisory Committee Member at the 42nd Annual General Meeting of Shareholders held on June 27, 2023, is until the start of this meeting. The Company requests the approval for the election of one substitute Director who is an Audit and Supervisory Committee Member to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee Members fall below the number required by laws and regulations.

The validity of the election of substitute Director who is an Audit and Supervisory Committee Member can be nullified by resolution of the Board of Directors if the consent of the Audit and Supervisory Committee has been obtained; provided, however, that it is only in a time before assuming office.

In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal. The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:

Name

(Date of birth)

Manabu Kurihara (April 19, 1956)

Career summary, position and responsibility in the

Company, and significant concurrent positions outside the

Company

Oct. 1987

Joined Chuo Audit Corporation

Mar. 1991

Registered as a certified public accountant

July 2001

Partner of ChuoAoyama Audit Corporation

Aug. 2007

Partner of Ernst & Young ShinNihon

Sept. 2017

Chief Representative of Kurihara Certified

Public Accountant Office (current position)

June 2019

Outside Director of the Company (current

position)

Number of the

Company's shares owned

-

Notes: 1. Mr. Kurihara is a candidate for substitute outside Director who is an Audit and Supervisory Committee Member. There is no special interest between him and the Company.

  1. The Company has nominated Mr. Kurihara as a candidate for substitute Director who is an Audit and Supervisory Committee Member because he has extensive experience and specialized knowledge in finance, accounting and taxation as a certified public accountant, as well as experience as director of other company and a supervisory officer of investment corporation, bringing forth the expectations that he will play a role in enhancing the decision-making function and the auditing and supervision functions of the Board of Directors. Mr. Kurihara is currently an outside Director of the Company who is not an Audit and Supervisory Committee Member, and at the conclusion of this meeting his tenure as outside Director will have been five years.
  2. If Proposal 2 "Election of Five Directors Who Are Not Audit and Supervisory Committee Members" is adopted as proposed, Mr. Kurihara will assume the position of Director who is not an Audit and Supervisory Committee Member. However, if the number of Directors who are Audit and Supervisory Committee Members falls below the number required by laws and regulations, he will retire from the position of Director who is not an Audit and Supervisory Committee Member and assume the position of Director who is an Audit and Supervisory Committee Member.
  3. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Kurihara has been appointed as an independent officer. If Mr. Kurihara assumes the office of Director who is an Audit and Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.
  4. The Company has entered into a limited liability agreement with Mr. Kurihara to limit his liability for damages to ¥5 million or the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act, whichever is higher. If he assumes the office of Director who is an Audit and Supervisory Committee Member, the Company plans to renew this agreement with him.
  5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act. In the event that a claim for damages is made against the insured that arises from acts carried out by the insured as a person at a certain position of the Company, the insurance policy covers the insured's losses and such costs as related litigation expenses. However, there are certain situations excluded from coverage, such as no compensation for damages arising from the performance of an illegal act with full knowledge of its illegality. The full amount of the insurance premiums is borne by the Company, and in effect those insured do not pay any of the premiums. If Mr. Kurihara assumes the office of Director who is an Audit and Supervisory Committee Member, he will be included as one of the insured under this policy, and the policy will be renewed during his terms of office.
    • 7 -

Reference

Skill Matrix of Directors

The Directors who comprise the Board of Directors are required to have ethical standards and integrity, extensive experience in policy making related to finance, accounting, and technology, and the capability and experience to be expected to play a complementary role to the other members of the Board of Directors. The Company appoints independent outside Directors taking into consideration the balance of knowledge, experience, and capabilities as well as diversity of the Board of Directors as a whole, including Directors who have management experience at other companies.

Business

Product

development

Finance

Corporate

planning

Legal

Risk

Corporate

Name

and

and

management

and

affairs

management

governance

technological

accounting

marketing

strategy

Kyotaro

●

●

●

●

●

Sekinada

Masayuki

●

●

●

Tajiki

Director

Masayuki

●

●

●

Miki

Manabu

●

●

●

Kurihara

Yoshie

●

●

●

Midorikawa

Director

Yasushi

●

●

●

●

Higo

(Audit and

Tsutomu

Supervisory

●

●

Kumagai

Committee

Toru

Member)

●

●

Igarashi

- 8 -

Business Report (from April 1, 2023 to March 31, 2024)

1. Status of the corporate group

  1. Progress and results of operations
    In the fiscal year under review, the Japanese economy showed a trend of gradual recovery, partly due to the effects of various policies, although the effects of rising prices and other factors continue to require attention.
    Under these circumstances, the Company group (the "Group") is committed to providing high- performance, high-value-added products and services and has worked to enhance the capabilities for making propositions for increasing Net sales in markets for individuals and legal entities, as well as to plan and develop new products and services that will become new sources of revenue, based on stable earnings from existing businesses.
    As a result of the above, our Group's performance for the current fiscal year resulted in ¥40,985 million of Net sales, ¥17,041 million of Operating profit, ¥17,384 million of Ordinary profit, and ¥11,636 million of Profit attributable to owners of parent.
    The Company only has the single business segment of the software-related business. When categorized into individuals and legal entities, Net sales of the individuals business totaled ¥29,121 million and of the legal entities business totaled ¥11,864 million.
    In addition, sales of the stock business that provides products and services on a subscription basis totaled ¥30,691 million, accounting for 74.9% of total Net sales.

42nd fiscal year

43rd fiscal year

(Fiscal year ended

(Fiscal year ended

Year-on-year changes

March 31, 2023)

March 31, 2024)

(millions of yen)

(millions of yen)

Rate of

Increase/decrease

Net sales

41,950

40,985

Decrease by

2.3%

Operating profit

19,034

17,041

Decrease by

10.5%

Ordinary profit

19,217

17,384

Decrease by

9.5%

Profit attributable to owners of parent

13,401

11,636

Decrease by

13.2%

  1. Capital expenditures Not applicable.
  2. Financing activities Not applicable.
  3. Future prospects and issues to be addressed
    Regarding the Japanese economy going forward, while the economy is expected to recover, partly due to the effects of various policies, the Company will need to continue to pay attention to the effects of price increases, among other factors.
    In this business environment, the Company will work to improve and promote a system that can continuously and stably secure earnings by leveraging its strength in providing a wide range of products and services to individuals and legal entities. We believe it important to comprehensively enhance our corporate value that our shareholders, customers, markets and employees expect of us, by contributing to the development of customers and society through our products and services.
    The Company especially emphasizes, among management indicators, the continuous expansion of Operating profit per employee. For our existing products, we will increase customer satisfaction by continuing to enhance their functions, while we will expand our customer base through the planning
    • 9 -
(millions of yen)

and development of our new products and services, with the aim of continually expanding business and enhancing our corporate value.

We will also strive to revitalize the organization and strengthen and expand the human resource strategy to build a corporate structure that is constantly changing and growing.

In the IT industry which the Group is in, the business environment tends to fluctuate significantly in the short term, making us think that it is difficult to reasonably calculate reliable figures for a full-year earnings forecast. We nevertheless promote the planning and development of new products and services and actively make investments for our future growth, with a focus on speed, aiming for continuous growth in both sales and profits.

(5) Changes in assets and profit and loss of the corporate group

Net sales

(millions of yen)

Ordinary profit

(millions of yen)

Profit attributable to owners of parent

41,174

41,676

41,950

40,985

15,202

17,316 19,217 17,384

12,165

13,401

11,636

10,957

40th fiscal

41st fiscal

42nd fiscal

43rd fiscal

year

year

year

year

Total assets/net assets

(millions of yen)

99,458

109,099

86,224

75,401

83,677

94,003

71,300

61,074

40th fiscal

41st fiscal

42nd fiscal

43rd fiscal

year

year

year

year

40th fiscal

41st fiscal

42nd fiscal

43rd fiscal

year

year

year

year

Earnings per share

(yen)

189.42

208.67

170.62

181.19

40th fiscal

41st fiscal

42nd fiscal

43rd fiscal

year

year

year

year

40th fiscal

41st fiscal

42nd fiscal

43rd fiscal

year

year

year

year

Net assets per share

(yen)

1,302.90

1,463.69

1,110.18

950.96

40th fiscal

41st fiscal

42nd fiscal

43rd fiscal

year

year

year

year

40th fiscal year

41st fiscal year

42nd fiscal year

43rd fiscal year

(Current term)

Categories

(Fiscal year ended

(Fiscal year ended

(Fiscal year ended

(Fiscal year ended

March 31, 2021)

March 31, 2022)

March 31, 2023)

March 31, 2024)

Net sales

(millions of yen)

41,174

41,676

41,950

40,985

Ordinary profit

(millions of yen)

15,202

17,316

19,217

17,384

Profit attributable to owners of

10,957

12,165

13,401

11,636

parent

(millions of yen)

Total assets

(millions of yen)

75,401

86,224

99,458

109,099

Net assets

(millions of yen)

61,074

71,300

83,677

94,003

Earnings per share

(yen)

170.62

189.42

208.67

181.19

Net assets per share

(yen)

950.96

1,110.18

1,302.90

1,463.69

Notes: 1. Earnings per share is calculated based on the average number of shares outstanding.

2. The Company applied the Accounting Standard for Revenue Recognition (ASBJ Statement No. 29, March 31, 2020) from the beginning of the 41st fiscal year. Therefore, each figure since the 41st fiscal year is after the application of said accounting standard.

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