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 6, 2023 (Start Date of Measures for Electronic Provision: September 5, 2023)

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 40TH 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 40th 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 40th 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 26, 2023.

[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 27, 2023 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 40th Fiscal Year (July 1, 2022 - June 30, 2023)

Proposals to be resolved:

Proposal 1: Distribution of Surplus

Proposal 2: Election of 6 Directors

Proposal 3: Final Payment of Retirement Benefits in Conjunction with the Abolition of the Retirement Benefit Plan for Officers

Proposal 4: Introduction of a Stock-Based Compensation Plan for Directors

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

  • 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 20 yen per share, a 3 yen increase from the previous fiscal year, as a part of measures to enhance shareholder returns.

Items Related to the Year-end Dividend

  1. Type of dividend property Cash
  2. Items related to the allocation of dividend property to shareholders and its total amount 20 yen per common share
    Total amount: 525,598,980 yen
  3. Effective date of distribution of surplus September 28, 2023

- 3 -

Proposal 2: Election of 6 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 6 Directors.

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

14,300

(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 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

Kenichi Tachinooka

Business Promotion Office and Strategy & R&D Division;

Director of Security System Division; Director of Quality

5,500

(August 16, 1963)

Assurance Department

April 2023

Director, Senior Executive Officer; Director of Global Business

2

Promotion Office; Director of Strategy & R&D Division;

Director of Security System Division; Director of Quality

Assurance Department; Director of Human Capital Management

Office; Director of Information Security Department

June 2023

Director, ODN Solution Inc. (current)

July 2023

Director, Senior Executive Officer; Director of Global Business

Promotion Office; Director of Strategy & R&D Division;

Director of Quality Assurance Department; Director of Human

Capital Management Office; Director of Information Security

Department, the Company (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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IWI - Intelligent Wave Inc. published this content on 05 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2023 00:57:04 UTC.