NEC : Notice of the 186th Ordinary General Meeting of Shareholders (1,558KB)

This is a translation of the Notice of the 186th Ordinary General Meeting of Shareholders of NEC Corporation, and is provided for reference purposes only without any warranty as to its accuracy, completeness of the information, or otherwise. Please note that this translation does not include the translation of the information on exercising voting rights, Notes to Non-consolidated Financial Statements and some other information contained in the Japanese original. In the event of any discrepancy between the Japanese original and this translation, the original shall prevail.

NEC Corporation

Securities Code 6701

7-1, Shiba 5-chome,

Minato-ku, Tokyo

Takayuki Morita

President

(Representative Executive

Officer)

May 31, 2024

To Our Shareholders:

NOTICE OF

THE 186TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

This is to inform you that the 186th Ordinary General Meeting of Shareholders (the "Meeting") of NEC Corporation (the "Company") will be held as follows:

1. DATE: June 21, 2024 (Friday) at 10:00 a.m. (Japan Standard Time) (entry begins at 9:00 a.m. (Japan Standard Time))
2. PLACE: NEC Tamagawa Renaissance City Hall, Tamagawa Plant, NEC Corporation
   at 1753 Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa
3. AGENDA OF THE MEETING:
   MATTERS TO BE REPORTED UPON:
   Report on the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements of the 186th business period from April 1, 2023 to March 31, 2024 ("Business Period"), and

report on the results of the audit on the Consolidated Financial Statements conducted by the Accounting Auditors and the Audit Committee.

MATTERS TO BE VOTED UPON:

Proposal:

Election of Thirteen (13) Directors

• In the event that the Company finds any correction(s) that should be made in the reference documents for the Meeting, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements (including Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements), such correction(s) will be specified through the Company's website, Tokyo Stock Exchange Website and Portal of Shareholders' Meeting.
  Notes 1: Company's website (https://www.nec.com/en/global/ir/events/stock/meeting.html)
• 1. Tokyo Stock Exchange Website (Japanese only)
  2. Portal of Shareholders' Meeting (Japanese only)

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REFERENCE DOCUMENTS FOR THE MEETING

Proposed Matters for Voting and reference matters thereof:

Proposal: Election of Thirteen (13) Directors

Upon the close of the Meeting, the terms of office as Director of all twelve (12) Directors will expire. Pursuant to the decision of the Nominating Committee, it is proposed that thirteen (13) Directors, including eight (8) Outside Directors, be elected, in order to increase the number of Outside Directors by one and boost the ratio of Outside Directors and also further promote diversity, aiming to build a structure that can institute reforms to the Board of Directors. The candidates for Director are as follows listed from pages 6.

		Position and Responsibility	Attendance at Meeting
No	Name	of the Board of
at the Company
.		Directors
1	Christina Ahmadjian	Member of the Board	12 out of 12 meetings
	*Candidate for Outside Director	Compensation Committee Member
2	Masashi Oka	Member of the Board	12 out of 12 meetings
	*Candidate for Outside Director	Nominating Committee Member
		Chairperson of the Compensation
		Committee
3	Kyoko Okada	Member of the Board	12 out of 12 meetings
	*Candidate for Outside Director	Audit Committee Member
4	Harufumi Mochizuki	Member of the Board	9 out of 9 meetings
	*Candidate for Outside Director	Chairperson of the Nominating
		Committee
		Audit Committee Member
5	Joji Okada	Member of the Board	9 out of 9 meetings
	*Candidate for Outside Director	Chairperson of the Audit Committee
6	Yoshihito Yamada	Member of the Board	9 out of 9 meetings
	*Candidate for Outside Director	Compensation Committee Member
7	Shinjiro Sato
	*New Candidate
	*Candidate for Outside Director
8	Shiori Nagata
	*New Candidate
	*Candidate for Outside Director
9	Takashi Niino	Chairman of the Board	12 out of 12 meetings
		Nominating Committee Member
10	Takayuki Morita	President (Representative Executive	12 out of 12 meetings
		Officer) and CEO (Chief Executive
		Officer)
		Member of the Board
		Compensation Committee Member
11	Osamu Fujikawa	Corporate EVP (Representative	12 out of 12 meetings
		Executive Officer) and CFO (Chief
		Financial Officer)
		Member of the Board

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		Position and Responsibility	Attendance at Meeting
No	Name	of the Board of
at the Company
.		Directors
12	Hajime Matsukura	Corporate Secretary (Executive	12 out of 12 meetings
		Officer)
		Member of the Board
13	Shinobu Obata	Member of the Board	12 out of 12 meetings
		Audit Committee Member

Note 1. As for Messrs. Harufumi Mochizuki, Joji Okada and Yoshihito Yamada, attendance at meeting of the Board of Directors above shows the number of attendance at the Board of Directors meetings held after the assumption of office as Director on June 22, 2023. Ms. Kyoko Okada and Mr. Shinobu Obata served as Audit & Supervisory Board Member (KANSAYAKU) until the close of the 185th Ordinary General Meeting of Shareholders held on June 22, 2023; thus, the presentation of their attendance at the Board of Directors meetings includes the number of meetings they attended (3 meetings) as Audit & Supervisory Board Member (KANSAYAKU).

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The attributes of the candidates for Directors

Particular area that the Company expects for the candidates for Directors to have for Directors

Planned appointments as members of

committees

No.

Name

Independent

Gender/

Corporate

Global

Technology/

Sustainability/

Financial

Audit/ Legal/

Corporate

Nominating

Compensation

Audit

Non-executive

Marketing

accounting/

Risk

director

Nationality

management

business

Innovation

ESG

governance

Committee

Committee

Committee

Investment

management

●

1

Christina

●

●

(Female,

●

●

●

●

Ahmadjian

Foreign

nationality)

2

Masashi

●

●

●

●

●

●

●

●

●

Oka

(Chairperson)

3

Kyoko

●

●

●

●

●

●

Okada

(Female)

4

Harufumi

●

●

●

●

●

●

●

●

Mochizuki

(Chairperson)

5

Joji Okada

●

●

●

●

●

●

●

(Chairperson)

6

Yoshihito

●

●

●

●

●

●

●

●

●

Yamada

7

Shinjiro

●

●

●

●

●

●

●

●

●

Sato

8

Shiori

●

●

●

●

●

●

●

●

Nagata

(Female)

9

Takashi

●

●

●

●

●

Niino

10

Takayuki

●

●

●

●

●

●

Morita

11

Osamu

●

●

●

●

Fujikawa

12

Hajime

●

●

●

●

Matsukura

13

Shinobu

●

●

●

●

Obata

Notes: 1. In the Particular area that the Company expects for the candidates for Directors to have for Directors above, ● indicates that the respective candidates have extensive experience and deep insight given the Company's criteria for each career skill, described in Reference: "Policy and Process for Selecting Candidates for Director. This Career Skill Matrix does not cover all the experience and insight possessed by the candidates for Director.

2. Appointments as members or chairpersons of the above committees are to be decided at the Board of Directors meeting to be held after the close of the Meeting.

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Name			Brief Employment History	Number of the
		Company's
(Date of Birth)
			Shares Held
1. Christina Ahmadjian	January 1995		Assistant Professor, Graduate School of Business,	500
(March 5, 1959)			Columbia University (until October 2001)
	October 2001		Assistant Professor, Graduate School of
*Candidate for Outside			International Corporate Strategy, Hitotsubashi
Director			University
*Female	October 2004		Professor, Graduate School of International
			Corporate Strategy, Hitotsubashi University
	April 2010		Dean, Graduate School of International Corporate
			Strategy, Hitotsubashi University
	April 2012		Professor, Graduate School, Division of
			Commerce, Hitotsubashi University
	April 2018		Professor, Graduate School of Business
			Administration, Hitotsubashi University (until
			April 2022)
	June 2021		Member of the Board of the Company (to present)
	April 2022		Specially Appointed Professor, College of Business
			Department of Global Business, Rikkyo University
			(until March 2023)
	Important Concurrent Positions:
	Outside Director, Asahi Group Holdings, Ltd.
	Outside Director, Sumitomo Electric Industries, Ltd.
	Outside Director, Niterra Co., Ltd.
	Reasons for Nomination of a Candidate and Outline of Expected Roles:
	The Company has nominated her as a candidate for Outside Director
	considering that she has superior character, insight and high ethical
	standards. In addition, she would sympathize with the NEC Way and
	act with strong will to realize it, and she has extensive experience and
	deep insight relating to global corporate strategies and corporate
	governance, having served as an outside director at several companies
	and a professor. Although she has never been involved in management of
	stock companies or membership companies, the Company has judged that
	she can perform the duties as Outside Director based on her abundant
	experience of serving in the positions of outside directors. The
	Company expects her to supervise the business execution and provide
	advice on management based on her extensive experience and deep
	insight especially relating to such areas as global business,
	sustainability/ESG, audit/legal/risk management and corporate
	governance.
	Notice relating to Independence of Candidate for Outside Director:
	・The Company has notified the Tokyo Stock Exchange, on which the
	Company lists its shares, of her as an independent Director.
	Attendance at Meeting of the Board of Directors:
	12 out of 12 meetings
	Attendance rate: 100%
	Attendance at Meeting of the Compensation Committee:
	4 out of 4 meetings
	Attendance rate: 100%

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Name		Brief Employment History	Number of the
	Company's
(Date of Birth)
		Shares Held
	Year served as a Director
	3 years
2. Masashi Oka	April 1979	Joined The Mitsubishi Bank, Ltd. (currently,	2,000
(July 11, 1955)		MUFG Bank, Ltd. "MUFG")
	June 2004	General Manager and Global Head, Syndicated
*Candidate for Outside		Finance Division, The Bank of Tokyo-Mitsubishi,
Director		Ltd. (currently, MUFG)
*Male	June 2005	Executive Officer, The Bank of Tokyo-Mitsubishi,
		Ltd.
	April 2008	Executive Officer and General Manager, Corporate
		& Investment Banking Strategy Division, The
		Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently,
		MUFG)

October 2009 Managing Executive Officer, The Bank of Tokyo- Mitsubishi UFJ, Ltd.

July 2010 Managing Executive Officer, The Bank of Tokyo- Mitsubishi UFJ, Ltd. and President & CEO, Union Bank, N.A. (currently, MUFG Union Bank, N.A.)

May 2012 Managing Executive Officer and CEO for Americas, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and President & CEO, Union Bank, N.A.

May 2013 Senior Managing Executive Officer and CEO for Americas, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and President & CEO, Union Bank, N.A.

July 2014 Special Advisor to the President & CEO, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Director & Executive Chairman, MUFG Americas Holdings Corporation and Director & Executive Chairman, MUFG Union Bank, N.A.

October 2015 Special Advisor to the President & CEO, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (until June 2016)

May 2016 Counselor, NIKON CORPORATION June 2016 Senior Executive Vice President, CFO and

Representative Director, NIKON CORPORATION April 2020 Director, NIKON CORPORATION (until May

2020)

June 2020 President & CEO, Representative Director, Sony Financial Holdings Inc. (currently, Sony Financial Group Inc.) and President, Representative Director, Sony Financial Ventures Inc.

June 2022 Member of the Board of the Company (to present) June 2023 Senior Advisor, Sony Financial Group Inc. (to

present)

Important Concurrent Positions:

Senior Advisor, Sony Financial Group Inc.

Reasons for Nomination of a Candidate and Outline of Expected Roles: The Company has nominated him as a candidate for Outside Director considering that he has superior character, insight and high ethical

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Name	Brief Employment History	Number of the
Company's
(Date of Birth)
	Shares Held

standards. In addition, he would sympathize with the NEC Way and act with strong will to realize it, and he has extensive experience and deep insight, having served as a director at banks, CFO at an operating company and management in the finance business. The Company expects him to supervise the business execution and provide advice on management based on his extensive experience and deep insight especially relating to such areas as corporate management, global business, financial accounting/investment, audit/legal/risk management and corporate governance.

Notice relating to Independence of Candidate for Outside Director:

・The Company has notified the Tokyo Stock Exchange, on which the Company lists its shares, of him as an independent Director.

・Although Mr. Masashi Oka was the President & CEO and Representative Director of Sony Financial Group Inc., the total amount of transactions between the Company and companies in which he has served as executive officer during the past 3 fiscal years is less than 1% of the net sales of either party.

Attendance at Meeting of the Board of Directors: 12 out of 12 meetings

Attendance rate: 100%

Attendance at Meeting of the Nominating Committee: 5 out of 5 meetings

Attendance rate: 100%

Attendance at Meeting of the Compensation Committee: 4 out of 4 meetings

Attendance rate: 100%

Year served as a Director 2 years

3. Kyoko Okada	April 1982	Joined Shiseido Company, Limited	0
(July 26, 1959)	October	2011	General Manager, Corporate Culture Department,
			Shiseido Company, Limited
*Candidate for Outside	October	2012	General Manager, Corporate Culture Department
Director			and Group Leader for the 150-Year History
*Female			Compilation Project, Shiseido Company, Limited
	April	2015	General Manager, Executive Section, General
			Affairs Department, Shiseido Company, Limited
	June 2015	Audit & Supervisory Board Member (Full-time),
			Shiseido Company, Limited (until March 2019)
	June 2022	Audit & Supervisory Board Member
			(KANSAYAKU) of the Company
	June 2023	Member of the Board of the Company (to present)
	Important Concurrent Positions:
	Outside Audit & Supervisory Board Member, Daio Paper Corporation
	Outside Director, JACCS CO., LTD.

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Name			Brief Employment History	Number of the
		Company's
(Date of Birth)
			Shares Held
	Reasons for Nomination of a Candidate and Outline of Expected Roles:
	The Company has nominated her as a candidate for Outside Director
	considering that she has superior character, insight and high ethical
	standards. In addition, she would sympathize with the NEC Way and act
	with strong will to realize it, and she has extensive experience and deep
	insight, having served as an outside director and audit & supervisory
	board member at numerous companies. The Company expects her to
	supervise the business execution and provide advice on management
	based on her extensive experience and deep insight especially relating to
	such areas as sustainability/ESG and audit/legal/risk management.
	Notice relating to Independence of Candidate for Outside Director:
	・The Company has notified the Tokyo Stock Exchange, on which the
	Company lists its shares, of her as an independent Director.
	Attendance at Meeting of the Board of Directors:
	12 out of 12 meetings
	Attendance rate: 100%
	Attendance at Meeting of the Audit Committee:
	11 out of 11 meetings
	Attendance rate: 100%
	Year served as a Director
	1 year
4. Harufumi Mochizuki	April 1973		Joined Ministry, International Trade and Industry	2,000
(July 26, 1949)			of Japan
	July 2002		Director-General for Commerce and Distribution
*Candidate for Outside			Policy, Minister's Secretariat, Ministry of
Director			Economy, Trade and Industry of Japan, "METI"
*Male	July 2003		Commissioner, Small and Medium Enterprise
			Agency, METI
	July 2006		Commissioner, Agency for Natural Resources and
			Energy, METI
	July 2008		Vice-Minister of Economy, Trade and Industry of
			Japan
	July 2010		Retired from METI
	August 2010		Special Advisor to the Cabinet of Japan (until
			November 2011)
	October 2010		Senior Advisor to the Board, Nippon Life
			Insurance Company (until April 2013)
	June 2013		President and CEO, Representative Director,
			Tokyo Small and Medium Business Investment &
			Consultation Co., Ltd.
	June 2023		Senior Adviser, Tokyo Small and Medium
			Business Investment & Consultation Co., Ltd. (to
			present)
	June 2023		President, Center for Information on Security
			Trade Control (to present)
	June 2023		Member of the Board of the Company (to present)
	Important Concurrent Positions:
	External Board Director, HAZAMA ANDO CORPORATION

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Name	Brief Employment History	Number of the
Company's
(Date of Birth)
	Shares Held

Reasons for Nomination of a Candidate and Outline of Expected Roles: The Company has nominated him as a candidate for Outside Director considering that he has superior character, insight and high ethical standards. In addition, he would sympathize with the NEC Way and act with strong will to realize it, and he has extensive experience and deep insight, having served as a government official, management of a company and chairman of the board of directors at a listed company. The Company expects him to supervise the business execution and provide advice on management based on his extensive experience and deep insight especially relating to such areas as corporate management, global business, audit/legal/risk management and corporate governance.

Notice relating to Independence of Candidate for Outside Director:

・The Company has notified the Tokyo Stock Exchange, on which the Company lists its shares, of him as an independent Director.

・Although Mr. Harufumi Mochizuki was the President and CEO and Representative Director of Tokyo Small and Medium Business Investment & Consultation Co., Ltd., there are no transactions between the Company and companies in which he has served as executive officer during the past 3 fiscal years.

Attendance at Meeting of the Board of Directors: 9 out of 9 meetings

Attendance rate: 100%

Attendance at Meeting of the Nominating Committee: 5 out of 5 meetings

Attendance rate: 100%

Attendance at Meeting of the Audit Committee: 11 out of 11 meetings

Attendance rate: 100%

Year served as a Director 1 year

5. Joji Okada	April 1974	Joined Mitsui & Co., Ltd,	100
(October 10, 1951)	June 2011	Representative Director, Executive Managing
		Officer and CFO, Mitsui & Co., Ltd,
*Candidate for Outside	April 2012	Representative Director, Senior Executive
Director		Managing Officer and CFO, Mitsui & Co., Ltd,
*Male	April 2014	Representative Director, Executive Vice President
		and CFO, Mitsui & Co., Ltd,
	April 2015	Director, Mitsui & Co., Ltd,
	June 2015	Audit & Supervisory Board Member (Full-time),
		Mitsui & Co., Ltd, (until June 2019)
	November 2017	Chairperson of The Japan Audit & Supervisory
		Board Members Association (until November
		2019)
	June 2023	Member of the Board of the Company (to present)
	Important Concurrent Positions:
	Outside Audit and Supervisory Board Member, Japan Airlines Co., Ltd.

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Name			Brief Employment History	Number of the
		Company's
(Date of Birth)
			Shares Held
	Reasons for Nomination of a Candidate and Outline of Expected Roles:
	The Company has nominated him as a candidate for Outside Director
	considering that he has superior character, insight and high ethical
	standards. In addition, he would sympathize with the NEC Way and act
	with strong will to realize it, and he has extensive experience and deep
	insight, having served as a CFO and Audit & Supervisory Board Member
	(Full-time) at a general trading company, and as Chairperson of The
	Japan Audit & Supervisory Board Members Association. The Company
	expects him to supervise the business execution and provide advice on
	management based on his extensive experience and deep insight
	especially relating to such areas as global business, financial
	accounting/investment, audit/legal/risk management and corporate
	governance.
	Notice relating to Independence of Candidate for Outside Director:
	・The Company has notified the Tokyo Stock Exchange, on which the
	Company lists its shares, of him as an independent Director.
	Attendance at Meeting of the Board of Directors:
	9 out of 9 meetings
	Attendance rate: 100%
	Attendance at Meeting of the Audit Committee:
	11 out of 11 meetings
	Attendance rate: 100%
	Year served as a Director
	1 year
6. Yoshihito Yamada	April 1984		Joined OMRON Tateisi Electronics Co. (currently,	0
(November 30, 1961)			OMRON Corporation)
	June 2008		Executive Officer, OMRON Corporation and
*Candidate for Outside			President and CEO, OMRON HEALTHCARE
Director			Co., Ltd
*Male	March 2010		Senior General Manager of Corporate Strategic
			Planning H.Q., OMRON Corporation
	June 2010		Managing Executive Officer, OMRON
			Corporation
	June 2011		Representative Director, President, OMRON
			Corporation
	June 2013		Representative Director, President and CEO,
			OMRON Corporation
	April 2023		Representative Director, OMRON Corporation
	June 2023		Chairman, Chair of the Board of Directors,
			OMRON Corporation (to present)
	June 2023		Member of the Board of the Company (to present)
	Important Concurrent Positions:
	Chairman, Chair of the Board of Director, OMRON Corporation

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