V Technology : NOTICE OF CONVOCATION OF THE GENERAL MEETING OF SHAREHOLDERS 2023

This is a summary translation of a notice in Japanese language distributed to Japanese shareholders and provided for the

convenience of foreign shareholders. The Japanese version is the official, legal document.

TSE 7717

V Technology Co., Ltd.,

134 Godo-Cho,Hodogaya-Ku,

Yokohama City, Kanagawa 240-0005 JAPAN

Shigeto Sugimoto

Representative director, President & CEO

June 5, 2023

NOTICE OF CONVOCATION OF THE

GENERAL MEETING OF SHAREHOLDERS 2023

To Our Shareholders

We are pleased to inform you that the 26th Ordinary General Meeting of Shareholders will be held as follows.

In convening this General Meeting of Shareholders, the Company has taken the measure of electronic provision of information that is the contents of the reference documents for the General Meeting of Shareholders, etc. (matters to be provided electronically), which have been posted on the Company's website on the Internet.

The Company'ｓ Web Site

https://www.vtec.co.jp/ja/ir/stockinfo/meeting.html

Please access the following website to confirm the information 'SHAREHOLDERS MEETING 2023'.

In addition to the Company's website, the matters to be provided electronically are also posted on the website of the Tokyo Stock Exchange (TSE), so please access the TSE website to confirm the information.

TSE's Web site https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=ShowPlease enter or search for the stock name (company name) or securities code, and select "Basic Information" or "Documents for Public Inspection/PR Information" to confirm the information.

In lieu of attending the meeting in person, you may exercise your voting rights in writing (Voting Rights Exercise Form) or by electromagnetic means (Internet, etc.), so please review the "Reference Materials for the General Meeting of Shareholders" below and exercise your voting rights by 5:50 PM on Monday, June 26, 2023 (Tokyo time).

In attending the meeting, you are kindly requested to make your decision after confirming the status of the new type of coronavirus infection and your own physical condition at the time of the General Meeting of Shareholders.

If any major changes occur in the operation of this General Meeting of Shareholders due to the spread of infection, we will announce such changes on our website.

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Meeting Information

1. Date 10:00 AM, Tuesday. June 27, 2023

2. Venue Yokohama Business Park West Tower 7F, Main Conference Room 134 Godo-Cho,Hodogaya-Ku, Yokohama City

3. Purpose of the Meeting Reports

• Business Report and Consolidated Financial Statements for the 26th Fiscal Year (from April 1, 2022 to March 31, 2023), as well as the audit reports on the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors.

⒉ Report on Financial Statements for the 26th Fiscal Year (from April 1, 2022, to March 31, 2023)

Agenda
Proposal No.1	Appropriation of Surplus
Proposal No.2	Election of Two (2) Auditors

⒋ Matters to be Determined at the Convocation of the Meeting (Information on the Exercise of Voting Rights)

1. If no indication of approval or disapproval of each agenda item is made in the voting form, it will be treated as an indication of approval.
2. If you exercise your voting rights more than once via the Internet, the last exercise of voting rights will be treated as a valid exercise of voting rights.
3. If you exercise your voting rights both by mail and via the Internet, the vote cast via the Internet will be treated as the valid vote, regardless of the date of arrival.

Note

*Matters partially omitted from the document to be delivered

At this General Meeting of Shareholders, the Company will uniformly send a document containing the matters of the electronic provision measure, regardless of whether or not a request for delivery of the document has been made. Pursuant to the provisions of laws and regulations and Article 14, Paragraph 2 of the Articles of Incorporation of the Company, the following items are excluded from the document to be sent.

Each of the business report, consolidated financial statements, and non-consolidated financial statements included in this document is a part of the subject matter audited by the Statutory Auditors and the Accounting Auditor in preparing their audit reports.

⑴ Company Structure and Policies of Business Report

⑵ Consolidated Statements of Changes in Net Assets of Consolidated Financial Statements ⑶ Notes to Consolidated Financial Statements of Consolidated Financial Statements

⑷ Statement of Changes in Net Assets of Financial Statements

⑸ Notes to Non-Consolidated Financial Statements of Financial Statements

・In the event of any modification to the matters provided electronically, a statement to that effect and the matters before and after the modification will be posted on the Company's website on the Internet and on the TSE's website.

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Reference Documents for the General Meeting of Shareholders

Proposal No.1 Appropriation of Surplus

Our basic policy on profit sharing and dividends is to attempt stable and continuous profit distribution according to our operating results. We also consider securing appropriate internal reserves to accomplish future business expansion and reinforcement of our management.

Based on this policy, and the results for the current period, the year-end dividend for the 26th Fiscal Year is as follows.

Items related to the year-end dividends

1. Types of dividend assets: Cash
2. Allocation of dividend assets and the total dividend amount Per share of common stock: JPY30, Total: JPY 294,041,070
3. The effective date of the dividends of surplus: Wednesday, June 28, 2023

Proposal No.2 Election of Two (2) Auditors

After this 26th General Meeting of Shareholders, the terms of two (2) current auditors will expire. Accordingly, we hereby propose the election of two (2) auditors. The candidates for auditors are as follows:

No	Name		Brief Career Summary	Number of
(Date of Birth)	(Important concurrent occupations or positions)	shares
		January	Joined The Industrial Bank of Japan,
		1990	Limited(Currently Mizuho Bank, Ltd.)
		July 2000	Joined WATAMI FOOD SERVICE CO., LTD.
			(Currently WATAMI CO., LTD.,)
		April 2001	General Manager, Financial Management
			Department
		April 2002	General Manager, Corporate Planning
			Department
		June 2002	Company Director
		June 2004	Joined V Technology Co., Ltd., General
			Manager, Administration Dept.
		August	General Manager, Procurement Division
		2012	General Manager, Business Administration
		July 2014
１	Aritsune Nakahara		Dept.	0
（March 8, 1962）	July 2016	Director, President's Office
		June 2018	General Manager, Internal Audit Office
		June 2019	Full-time Corporate Auditor(Current position)
		Mr. Nakahara has contributed to the development of the Group
		and the improvement of its corporate value, particularly in the
		areas of financial and accounting auditing, by serving as the
		general manager of the Finance & Administration Department and
		the Corporate Planning Department of the Company, and then as
		the general manager of the Administration Department after
		joining the Company, where he worked for many years.
		Based on his experience, he is expected to make further
		contributions to the Company, and we have determined that he is
		qualified to continue as a corporate auditor.

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No	Name		Brief Career Summary	Number of
(Date of Birth)	(Important concurrent occupations or positions)	shares
		April 1980	Joined Daiwa Securities Co. Ltd.
		April 2005	Executive Officer of the company
		April 2009	Managing Executive Officer of the company (in
			charge of internal audit and risk management)
		April 2010	Representative Director and Executive Managing
			Director of Daiwa Securities Group Inc.
			Representative Director and Senior Executive	0
		April 2011	Managing Director of Daiwa Securities Group
			Inc.
	Osamu Abiru	April 2014	Executive Vice President and Representative
２	April 2016	Director of Daiwa Asset Management Co. Ltd.
(April 9, 1955)
	April 2017	Advisor of the company
		November2017	External Director of PALTEK CORPORATION
		February 2022	Outside Director of MDI Inc.
			Advisor of Innovation IFA Inc.
		Mr. Abiru is nominated as a candidate for Outside Corporate
		Auditor because he is expected to contribute to the growth and
		value enhancement of the Group as a subsequent Corporate
		Auditor based on his extensive experience and knowledge of
		internal audit and compliance at financial institutions.
Notes:

1. There are no special interests between each candidate and the Company.
2. Mr. Abiru is candidate for the Outside Auditor.
3. We have concluded an agreement with Mr. Nakahara based on Article 427, Paragraph 1 of the Companies Act, to limit his liability to an amount provided for by the laws and regulations for damages under Article 423, Paragraph 1 and we intend to continue the agreement if their reappointments are approved.
4. We have concluded a directors' and officers' liability insurance policy with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and an outline of the contents of said insurance policy. If the appointment of the director candidates is approved, they will continue to be included as insured under the said insurance policy. In addition, the insurance policy will be renewed with the same contents at the next renewal.
5. Mr. Abiru satisfies the requirements for independent directors as stipulated by the Tokyo Stock Exchange, and if his appointment is approved, he will be designated as an independent director.

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【Ref】Skill matrix

		Name	Independent Director	Management	R&D	Financial	Compliance	Risk
		Reported to TSE	management
Directors	Inside	Shigeto Sugimoto		●	●
		Kazuhito Tennichi		●			●
		Yukihiro Kanzawa		●		●	●
	Outside	Junji Kido	●	●	●
		HIdeto Nishimura	●	●			●
Auditors	Inside	Aritsune Nakahara				●
		Isao Sumita			●
	Outside	Kenichi Uda	●			●	●
		Osamu Abiru	●	●		●	●

			Global business		Human Resource	Special knowledge of
		Name	Marketing ＆ Sales	High technology and	SCM
		experience	development
				other business field
Directors	Inside	Shigeto Sugimoto		●	●	●
		Kazuhito Tennichi	●				●
		Yukihiro Kanzawa			●
	Outside	Junji Kido			●	●
		HIdeto Nishimura		●
Auditors	Inside	Aritsune Nakahara	●				●
		Isao Sumita	●			●
	Outside	Kenichi Uda
		Osamu Abiru

(Note) We have listed up to five of the most outstanding skills possessed by each board member.

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