Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damage arising from the translation.
(Stock Exchange Code 3771)
June 6, 2022
To Shareholders with Voting Rights:
Hiroshi Hirayama
Representative Director and President
SYSTEM RESEARCH CO., LTD.

12, Iwatsukahontori 2-chome, Nakamura-ku,Nagoya-shi

NOTICE OFTHE 42ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce that the 42nd Annual General Meeting of Shareholders of SYSTEMRESEARCH CO., LTD. (the “Company”) will be held for the purposes as described below.
We encourage our shareholders to consider exercising your voting rights in advance either in writing or via
electromagnetic method (via the internet, etc.) in order to prevent the spread of COVID-19, and strongly ask
you to refrain from attending the meeting.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by following the Instructions for Exercising Voting Rights provided below by 6:00 p.m. on
Thursday, June 23, 2022, Japan time.
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. Japan time

2. Place:

Conference room on the 7th floor of Corporate Headquarters, located at12, Iwatsukahontori 2-chome, Nakamura-ku, Nagoya-shi

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
42nd Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 42nd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five Directors (excluding Directors serving as Audit andSupervisory Committee Members)-1-4. Instructions for Exercising Voting Rights
The right to exercise voting rights at the General Meeting of Shareholders is an important right for ourshareholders. We strongly encourage you to exercise your voting rights by either one of the following
three methods for exercising voting rights.
If you attend the meeting in person:
Please submit the enclosed Voting Rights Exercise Form at the reception desk. For the purpose ofsaving resources, please bring this Notice with you when attending the meeting.
If you exercise voting rights in writing:
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it arrives by 6:00 p.m. on Thursday, June 23, 2022, Japan time. If you have sent the form
without indicating your vote for or against each proposal, it shall be deemed that you have voted for theproposal.
If you exercise voting rights via the internet:
Please access the voting rights exercise website designated by the Company and follow the instructions
on the screen to input your vote for or against the proposals by 6:00 p.m. on Thursday, June 23, 2022,
Japan time.
◎ Of the documents to be provided with this Notice, “Structure and Policies of the Company (Systems to Ensure theAppropriateness of Operations) (Status of Operation of Systems to Ensure the Appropriateness of the Operations) (BasicPolicy on Corporate Control)”, “Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidatedFinancial Statements” are provided on the Company’s website (https://www.sr-net.co.jp/) on the internet in accordance withthe provisions of laws and regulations as well as the Company’s Articles of Incorporation, and therefore are not provided in
the Appendix of this Notice. Furthermore, the Business Report, the Consolidated Financial Statements and theNon-consolidated Financial Statements provided in the Japanese version of the Appendix of this Notice are parts of theConsolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor and theAudit and Supervisory Committee when preparing the Accounting Auditor’s Report and the Audit Report.
◎ In the event of revisions to the Reference Documents for the General Meeting of Shareholders and the Appendix, these shallbe provided on the Company’s website (https://www.sr-net.co.jp/) on the internet.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, andthe Company proposes the following amendments to the Company’s Articles of Incorporation in preparation
for the implementation of the system for electronic provision of materials for general meetings ofshareholders.
(1) Article 16, Paragraph 1 of the proposed amendments stipulates that information that is the contentof reference documents for the general meeting of shareholders, etc., shall be provided electronically.
(2) Article 16, Paragraph 2 of the proposed amendments establishes stipulations to limits on
the scope of matters to be recorded in physical documents that are provided to shareholders whorequest provision of physical documents.
(3) As stipulations concerning internet disclosure and deemed provision of reference documents forgeneral meetings of shareholders (Article 16 of the current Articles of Incorporation) will no longer benecessary, these shall be deleted.
(4) Supplementary provisions shall be established concerning the effective date, etc., in line with thenew establishments and deletions above.
2. Contents of the amendments
The contents of the amendments are as follows.

Current Articles of Incorporation(Internet disclosure and deemed provision ofreference documents for general meetings ofshareholders)
Article 16 In the convocation of general
meetings of shareholders, theCompany may deem that it has
provided to shareholders
information concerning mattersthat must be displayed in thereference documents for general
meetings of shareholders,business report, non-consolidated
financial statements, andconsolidated financial statements
via internet disclosure inconformity with definitions
provided in the Ordinance of theMinistry of Justice.

-3-(Underlines indicate amended sections)
Proposed amendments<Deleted>

Current Articles of Incorporation<Newly established><Newly established>

Proposed amendments(Measures for electronic provision, etc.)
Article 16 In the convocation of general
meetings of shareholders, theCompany shall provide
electronically information that isthe content of reference
documents for the general
meeting of shareholders, etc.
2. Of the matters to whichelectronic provision measuresapply, the Company may choose
not to record all or part of matters
stipulated in the Ordinance of theMinistry of Justice in thephysical documents provided toshareholders who made requests
for provision of physicaldocuments by the record date forvoting rights.
(Supplementary provisions)
1. The amendments of Article 16 of theArticles of Incorporation shall take effectfrom the date of September 1, 2022, as adate of enforcement of the revised
stipulations stipulated in the proviso ofArticle 1 of the supplementary provisionsof the Act Partially Amending theCompanies Act (Act No. 70 of 2019; the“Enforcement Date”).
2. Notwithstanding the provisions of theprevious paragraph, Article 16 of theArticles of Incorporation shall remain
valid for general meetings ofshareholders held on a day that is within
six months of the Enforcement Date.
3. These supplementary provisions shall bedeleted on the day after which six months
have elapsed since the Enforcement Dateor the day after which three months haveelapsed since the day of the general
meeting of shareholders in the previous
paragraph, whichever is later.

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Proposal 2:

Election of Five Directors (excluding Directors serving as Audit and Supervisory
Committee Members)

The terms of office of all five Directors (excluding Directors serving as Audit and Supervisory
Committee Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, theelection of five Directors (excluding Directors serving as Audit and Supervisory Committee Members) isproposed.
From the perspective of ensuring objectivity, timeliness, and transparency, the selection of each candidate
has been deliberated by the Nomination and Compensation Committee that Independent Outside Directors
compose more than half of the committee, and all of the candidates have been judged to be appropriate.
Besides, the Audit and Supervisory Committee expressed their opinion that all of the candidates havebeen judged to be appropriate.
The candidates for Directors (excluding Directors serving as Audit and Supervisory CommitteeMembers) are as follows.
No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
July 1970

1

Number ofshares of theCompany held

Joined Computer Services Corporation (currently SCSKCorporation)
March 1981
Established the Company
Appointed as Representative Director and President
Toshiyuki Yamada
1,367,000
April 2014
Appointed as Representative Director and Chairman(April 12, 1949)(To the present)[Significant concurrent positions]
Director, Sowel Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Toshiyuki Yamada has established the foundations of the Company Group as the founder, exhibiting his superior
management abilities. The Company judges that his wealth of experience, wide-ranging insights and leadership areindispensable to sustainable improvement of corporate value of the Company Group, and has thus nominated him asa candidate for Director.

-5-No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
August 1984
April 1998
June 2000
February 2005

23

Number ofshares of theCompany held

Joined the Company
General Manager, System Engineering Department
Appointed as Operating Officer
Appointed as Director
General Manager, System Engineering Department
April 2006
Director
In charge of System Engineering 1 Department, System
Engineering 2 Department, and Tokyo Branch
October 2014 Director
In charge of System Engineering 1 Department, System
Engineering 2 Department, Tokyo Branch, and ilii
Solution Department
April 2015
Director
In charge of System Development 1 Department, SystemDevelopment 2 Department, System Development 3
Hiroshi Hirayama
Department, and Osaka Branch
55,128(November 20, 1959)
April 2016
Director
In charge of Business Division
June 2018
Director
In charge of Manufacturing System Business
Department, Automotive System Business Department,
Tokyo System Business Department, and ilii Solution
Department
July 2019
Appointed as Representative Director and President
In charge of Automotive System Business Department
January 2022
Representative Director and President
In charge of Manufacturing System Business
Department, Automotive System Business Department(To the present)[Significant concurrent positions]
Director, Sowel Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Hiroshi Hirayama has a great deal of achievements in business expansion, supervising the system developmentbusiness division of the Company. The Company judges that his wealth of experience, wide-ranging insights andstrong leadership are essential to the continuous promotion of business expansion in the future as well, and has thus
nominated him as a candidate for Director.
April 1980
Joined Toho Gas Co., Ltd.
March 1989
Joined the Company
April 2013
General Manager, System Engineering 2 Department
April 2016
Appointed as Operating Officer
In charge of System Development 1 Department andOsaka Branch
April 2018
Operating Officer
Mie Umemoto
13,800In charge of Industrial System Business Department(November 20, 1961)
June 2018
Appointed as Director
In charge of Industrial System Business Department
January 2020
Director
In charge of Industrial System Business Department andOsaka Branch(To the present)[Reason for nomination as candidate for Director]
Ms. Mie Umemoto has a great deal of achievements in business expansion as a supervisor of the system development
business division of the Company. The Company judges that her wealth of experience, wide-ranging insights andstrong leadership are essential to the continuous promotion of business expansion in the future as well, and has thus
nominated her as a candidate for Director.

-6-No.

45Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany heldApril 1984
Joined Trio System Plans Co., Ltd.
December 1986 Joined the Company
April 2006
General Manager, System Engineering 2 Department
April 2007
General Manager, System Development 1 Department
April 2013
General Manager, System Development 2 Department
April 2015
Appointed as Operating Officer
In charge of System Development 2 Department andSystem Development 3 Department
April 2018
Operating Officer
In charge of Manufacturing System Business Department
Masaaki Akiyama
17,100June 2019
Appointed as Director(September 10, 1963)
In charge of Manufacturing System Business Department
January 2020
DirectorIn charge of Manufacturing System Business Department
and AI Solution Department
January 2022
Director(To the present)[Significant concurrent positions]Representative Director and President, General Software
Corporation[Reason for nomination as candidate for Director]
Mr. Masaaki Akiyama has a great deal of achievements in business expansion as a supervisor of the systemdevelopment business division of the Company. The Company judges that his wealth of experience, wide-ranging
insights and strong leadership are essential to the continuous promotion of business expansion in the future as well,and has thus nominated him as a candidate for Director.
April 1986
Joined Daiwa Calculation Center, Ltd. (currently Daiwa
Systems-Create, Ltd.)
June 1988
Joined the Company
April 2007
General Manager, System Engineering 2 Department
April 2013
General Manager, Tokyo Branch
April 2015
Appointed as Operating Officer
In charge of Tokyo Branch and ilii Solution Department
Takafumi Watanabe
April 2018
Operating Officer
15,300(July 8, 1964)
In charge of Tokyo System Business Department and ilii
Solution Department
June 2019
Appointed as Director
In charge of Tokyo System Business Department, and ilii
Solution Department(To the present)[Significant concurrent positions]
Director, General Software Corporation[Reason for nomination as candidate for Director]
Mr. Takafumi Watanabe has a great deal of achievements in business expansion as a supervisor of the systemdevelopment business division of the Company. The Company judges that his wealth of experience, wide-ranging
insights and strong leadership are essential to the continuous promotion of business expansion in the future as well,and has thus nominated him as a candidate for Director.

(Notes) 1. There are no special interests between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance agreement with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance agreement covers damages that may
arise due to insured persons assuming liability for the execution of their duties, or receiving a claim for the pursuit ofsuch liability. The candidates will be included as insured persons under the insurance policy. The Company plans torenew this insurance policy with the same contents in September 2022.

-7-[Reference]

Financial Accounting

Legal Affairs,
Risk ManagementInformation Technology,
Digital Transformation Technology

Sales,Marketing

Toshiyuki Yamada

Representative Directorand Chairman

●

●

●

Hiroshi Hirayama

Representative Directorand President●●Mie Umemoto

Director●●●

Masaaki Akiyama

Director●●●

Takafumi Watanabe

Director

●

●

●

Name

Miyoko Ueda
Satoru Yasui
Noboru Kondo
Yasuyuki Koshikawa
Hitoshi Suzuki

Positions at the Company

Director,
Audit and Supervisory
Committee Member
Director,
Audit and Supervisory
Committee Member
Director,
Audit and Supervisory
Committee Member
Director,
Audit and Supervisory
Committee Member
Director,
Audit and Supervisory
Committee Member

Outside,Independent

●

●

●

●

●

Outside,Independent●●

Outside,Independent●●Outside,Independent●●HR*Corporate Management

Director Skill Matrix
The expected fields for each Director to realize sustainable growth of the Group are defined as following
six fields: 1. Corporate Management, 2. Financial Accounting, 3. Legal Affairs and Risk Management, 4. HR,
5. Information Technology and Digital Transformation Technology, 6. Sales and Marketing. Each Director isproperly placed based on each skill, which are listed below.

●(Notes)
The expected fields for each Director are limited to three fields.
The list above shows only the typical knowledge and experiences instead of all the skills which Directors
have.
*HR is short for “Human Resources,” and refers to skills related to the entire Human Resources.

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