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This is a translation of the Notice of the 181st 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 Nobuhiro Endo Chairman of the Board (Representative Director) May 31, 2019 To Our Shareholders: NOTICE OF THE 181ST ORDINARY GENERAL MEETING OF SHAREHOLDERS This is to inform you that the 181st Ordinary General Meeting of Shareholders (the “Meeting”) of NEC Corporation (the “Company”) will be held as follows: 1. DATE: June 24, 2019 (Monday) at 10:00 a.m. (Japan Standard Time) (entry begins at 9:00 a.m. (Japan Standard Time)) 2. PLACE: Convention Hall, Second Basement Floor, The Prince Park Tower Tokyo at 8-1, Shiba Koen 4-chome, Minato-ku, Tokyo 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 181st business period from April 1, 2018 to March 31, 2019 (“Business Period”), and report on the results of the audit on the Consolidated Financial Statements conducted by the Accounting Auditors and the Audit & Supervisory Board (KANSAYAKU-KAI). MATTERS TO BE VOTED UPON: Proposal No. 1: Partial Amendment to the Articles of Incorporation Proposal No. 2: Election of Eleven (11) Directors Proposal No. 3: Election of One (1) Audit & Supervisory Board Member (KANSAYAKU) Proposal No. 4: Amendment to Amount of Remuneration for Directors and Audit & Supervisory Board Members (KANSAYAKU) Proposal No. 5: Introduction of Stock Compensation Plan for Directors Proposal No. 6: Amendment to Performance-based Stock Compensation Plan for Directors l No souvenirs will be provided. Your understanding would be appreciated. l 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. 1 REFERENCE DOCUMENTS FOR THE MEETING Proposed Matters for Voting and reference matters thereof: Proposal No. 1: Partial Amendment to the Articles of Incorporation The Articles of Incorporation of the Company are proposed to be amended, in part, as follows: 1. Reasons for the amendments (1) In order to promote business related to drug discovery as well as the medical systems business utilizing the latest technologies and expand its Solutions for Society in the healthcare business domain, which will become a growth field, the provisions of Article 2, item 5 are proposed to be newly established. (2) In order to ensure the flexibility in the management of the General Meeting of Shareholders, the provisions of Articles 12 and 15 are proposed to be amended. 2. Proposed Amendment Contents of the amendment are as follows: (Underlined are the amended parts) Current Text Proposed Amendment Article 2. (Object) Article 2. (Object) The object of the Company is to carry on the following The object of the Company is to carry on the following businesses: businesses: (1) (Omitted) (1) (Unchanged) to to (4) (Omitted) (4) (Unchanged) [New Article] (5) To manufacture, sell or otherwise dispose of, medicines, quasi-medicines, reagents, and other chemical products, and to provide medical support services and medical testing services (5) To provide mail order, money collection, travel (6) To provide mail order, money collection, travel agency, non-life insurance agency, life insurance agency, agency, non-life insurance agency, life insurance agency, broadcasting, and security services by means of the broadcasting, and security services by means of the Internet and other networks; Internet and other networks; (6) To contract for construction work; (7) To contract for construction work; (7) To engage in any and all activities requisite to the (8) To engage in any and all activities requisite to the promotion, handling, and carrying out of the businesses promotion, handling, and carrying out of the businesses mentioned in any of the preceding items; and mentioned in any of the preceding items; and (8) To invest in businesses mentioned in any of the (9) To invest in businesses mentioned in any of the preceding items which businesses are under the preceding items which businesses are under the administration of others. administration of others. Article 12. (Convocation) Article 12. (Convocation) 1. An ordinary general meeting of shareholders shall be 1. An ordinary general meeting of shareholders shall be convened in June of each year, and an extraordinary convened in June of each year, and an extraordinary general meeting of shareholders shall be convened general meeting of shareholders shall be convened whenever necessary. whenever necessary. 2. A general meeting of shareholders shall be convened 2. A general meeting of shareholders shall be convened by a Representative Director who is appointed by the by a Director who is appointed by the Board of Directors Board of Directors pursuant to a resolution of the Board pursuant to a resolution of the Board of Directors unless of Directors unless otherwise provided by the relevant otherwise provided by the relevant laws and regulations, 2 Current Text Proposed Amendment laws and regulations, and, in cases where he/she is and, in cases where he/she is unable to act, the meeting unable to act, the meeting shall be convened by another shall be convened by another Director in accordance Representative Director in accordance with an order with an order previously determined by the Board of previously determined by the Board of Directors. Directors. Article 15. (Chairman) Article 15. (Chairman) The chairmanship of the general meeting of shareholders The chairmanship of the general meeting of shareholders shall be assumed by a Representative Director who is shall be assumed by a Director who is appointed by the appointed by the Board of Directors, and, in cases where Board of Directors, and, in cases where he/she is unable he/she is unable to act, it shall be assumed by another to act, it shall be assumed by another Director in Representative Director in accordance with an order accordance with an order previously determined by the previously determined by the Board of Directors. Board of Directors. 3 Proposal No. 2: Election of Eleven (11) Directors Upon the close of the Meeting, the term of office as Director of all eleven (11) Directors will expire. It is proposed that eleven (11) Directors be elected. The candidates were deliberated by the Nomination and Compensation Committee, which chaired by an Outside Director and majority of the Committee members are Outside Directors, and approved by the Board of Directors. The candidates are as follows: (As of May 31, 2019) Year served as Attendance at a Director Meeting of the No. Name Position and Responsibility at the Company (Upon the Board of close of the Directors Meeting) 1 Nobuhiro Endo Chairman of the Board (Representative Director) 13 out of 13 10 years Company’s management policy and important matters meetings relating to building NEC Group’s culture and research and development Member of the Nomination and Compensation Committee 2 Takashi Niino President (Representative Director) 13 out of 13 8 years CEO (Chief Executive Officer) meetings Management of the Company's business, corporate auditing and export & import trade control Member of the Nomination and Compensation Committee 3 Takayuki Morita Senior Executive Vice President and Member of the 13 out of 13 3 years Board (Representative Director) meetings CFO (Chief Financial Officer) Corporate alliance, corporate controller and corporate Finance / Important matters relating to process reforms of revenue recognitions in operational reforms, affiliated company and business revitalization 4 Norihiko Senior Executive Vice President and Member of the 11 out of 11 1 year Ishiguro Board meetings Global business strategy/ Important matters relating to external relations 5 Hajime Executive Vice President and Member of the Board 13 out of 13 2 years Matsukura CHRO (Chief Human Resources Officer) meetings NEC Group culture transformation, corporate communications, external relations, people and organization development, human resources and general affairs, operational reforms and work-site innovations 6 Motoo Execu tive Vice President - - Nishihara CTO (Chief Technology Officer) *New candidate Central Research Laboratories, Intellectual Properties and technology innovation strategy 7 Takeshi Kunibe Member of the Board 12 out of 13 8 years *Candidate for Member of the Nomination and Compensation meetings Outside Director Committee 4 Year served as Attendance at a Director Meeting of the No. Name Position and Responsibility at the Company (Upon the Board of close of the Directors Meeting) 8 Kaoru Seto Member of the Board 11 out of 11 1 year *Candidate for Member of the Nomination and Compensation meetings Outside Director Committee 9 Noriko Iki Member of the Board
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