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 3, 2024
(Start date of measures for electronic provision: May 31, 2024)
To Shareholders with Voting Rights:
Hiroshi Hirayama
Representative Director and President
SYSTEM RESEARCH CO., LTD.

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

NOTICE OF
THE 44TH 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 44th Ordinary General Meeting of Shareholders of SYSTEMRESEARCH CO., LTD. (the “Company”) will be held for the purposes as described below.
When convening this General Meeting of Shareholders, the Company has taken steps to provide
information electronically that is the content of the Reference Materials for the General Meeting ofShareholders, etc. (the matters subject to measures for electronic provision) which are posted on the following
websites on the Internet. Please access either of these websites to review the said information.
(1) Company’s website
The matters subject to measures for electronic provision are posted on the following website as the“Notice of the 44th Ordinary General Meeting of Shareholders” and “Other Matters Subject to Measuresfor Electronic Provision (Matters Excluded From Paper-based Documents).”
https://www.sr-net.co.jp/ir/library/?id=ir-library-en
In addition to the above, the information is posted on the following website on the Internet.
(2) Tokyo Stock Exchange website(Listed Company Search)
Please access the following website, search by entering the “SYSTEM RESEARCH” in the “Issue name(company name)” field or “3771” in the “Code” field and select “Basic information” on the row of theCompany’s information, “Documents for public inspection/PR information” and “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” to view theinformation.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
If you are unable to attend, you can exercise your voting rights in writing (by mail) or via the Internet soplease review the Reference Documents for the General Meeting of Shareholders included in the matterssubject to measures for electronic provision and exercise your voting rights by following the Instructions for
Exercising Voting Rights provided below by 6:00 p.m. on Monday, June 24, 2024, Japan time.

-1-1. Date and Time:
2. Place:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
Conference room on the 7th floor of Corporate Headquarters, located at12, Iwatsukahontori 2-chome, Nakamura-ku, Nagoya-shi

3. Meeting Agenda:
1.
Matters to bereported:

The Business Report, Consolidated Financial Statements for the Company’s 44thFiscal Year (April 1, 2023 - March 31, 2024) and results of audits by theAccounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 44th Fiscal Year (April1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Five Directors (excluding Directors serving as Audit and Supervisory
Committee Members)
Proposal 3: Election of One Director serving as Audit and Supervisory Committee Member
Proposal 4: Revision of the Amount of Remuneration, etc. of Directors serving as Audit andSupervisory Committee Members
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.
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 (by mail):
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 Monday, June 24, 2024, 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 Monday, June 24, 2024, Japantime.

◎The paper-based documents sent to shareholders serve as documents containing the matters subject to measures forelectronic provision based on the request for paper-based delivery. In accordance with the provisions of laws andregulations as well as Article 16 of the Company’s Articles of Incorporation, following items are not stated in such
documents. Therefore, the paper-based documents are parts of the statements audited by the Audit and Supervisory
Committee and Accounting Auditor when preparing the Audit Report.
- Systems to Ensure the Appropriateness of Operations- Status of Operation of Systems to Ensure the Appropriateness of the Operations- Basic Policy on Corporate Control- Notes to the Consolidated Financial Statements- Notes to the Non-consolidated Financial Statements◎

In the event of revisions to the matters subject to measures for electronic provision, these shall be provided on each of thewebsites listed above.

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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
In order to strengthen the auditing function and corporate governance by increasing the number ofDirectors serving as Audit and Supervisory Committee Members, the number of Directors serving as Auditand Supervisory Committee Members as stipulated in Article 19 (Number of Members) of the current Articles
of Incorporation shall be changed from five to seven.
2.

Contents of the amendments

The contents of the amendments are as follows.
Current Articles of Incorporation(No. of members)(Underlines indicate amended sections)
Proposed amendments(No. of members)

Article 19 The number of Directors of theCompany other than Directors
serving as Audit and Supervisory
Committee Members shall be notmore than eleven.
2. The number of Directors of theCompany serving as Audit andSupervisory Committee Members
shall be not more than five.

Article 19 The number of Directors of theCompany other than Directors
serving as Audit and Supervisory
Committee Members shall be notmore than eleven.
2. The number of Directors of theCompany serving as Audit andSupervisory Committee Members
shall be not more than seven.

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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 six Directors (excluding Directors serving as Audit and Supervisory CommitteeMembers) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election offive Directors (excluding Directors serving as Audit and Supervisory Committee Members) is proposed.
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

12

Number ofshares of theCompany held

Joined Computer Services Corporation (currently SCSKCorporation)
March 1981
Established the Company
Appointed as Representative Director and President
Toshiyuki Yamada
1,368,100
April 2014
Appointed as Representative Director and Chairman(April 12, 1949)(To the present)[Significant concurrent position]
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.
August 1984
Joined the CompanyApril 1998
General Manager, System Engineering Department
June 2000
Appointed as Operating Officer
Hiroshi HirayamaFebruary 2005 Appointed as Director
58,728(November 20, 1959)
July 2019
Appointed as Representative Director and President(To the present)[Significant concurrent position]
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 development
business department 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.

-4-No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
April 1980
March 1989
April 2013
April 2016

345

Number ofshares of theCompany held

Joined Toho Gas Co., Ltd.
Joined the Company
General Manager, System Engineering 2 Department
Appointed as Operating Officer
Mie Umemoto
In charge of System Development 1 Department and15,100(November 20, 1961)
Osaka Branch
June 2018
Appointed as Director
In charge of Industrial System Business Division(To the present)[Reason for nomination as candidate for Director]
Ms. Mie Umemoto has a great deal of achievements in business expansion, supervising the system development
business department of the Company. The Company judges that her 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 her 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
Takafumi Watanabe
April 2015
Appointed as Operating Officer16,400(July 8, 1964)
In charge of Tokyo Branch and ilii Solution Department
June 2019
Appointed as Director
April 2023
Appointed as Director
In charge of Tokyo 1st System Business Division(To the present)[Reason for nomination as candidate for Director]
Mr. Takafumi Watanabe has a great deal of achievements in business expansion, supervising the systemdevelopment business department 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 thefuture as well, and has thus nominated him as a candidate for Director.
April 1995
Joined the Company
April 2013
General Manager, System Development 3 Department
April 2018
Operating Officer and Division Manager, Automotive
System Business Division
Kazutomo Isozumi
January 2022
Operating Officer and Manager, Manufacturing System
12,500(September 16, 1972)
Business Division
June 2023
Appointed as Director
In charge of Manufacturing System Business Division(To the present)[Reason for nomination as candidate for Director]
Mr. Kazutomo Isozumi has a great deal of achievements in business expansion, supervising the systemdevelopment business department 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 thefuture 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 2024.
3. The number of shares of the Company held by the candidate is the number of shares as of the end of the current fiscal
year (March 31, 2024) before the share split implemented on April 1, 2024.

-5-Proposal 3:

Election of One Director serving as Audit and Supervisory Committee Member

As a condition of the approval and authorization of Proposal 1, Partial Amendments to the Articles ofIncorporation, with the increase of one Director to further enhance the auditing system, the election of one
additional Director serving as Audit and Supervisory Committee Member is proposed.
Furthermore, the Audit and Supervisory Committee has given its approval to this proposal in advance.
The candidate for Director serving as Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
October 2005

Number ofshares of theCompany held

Joined Parer. General Manager, Finance Department andGeneral Manager, Corporate Planning Office
December 2008 Joined the Company
Appointed as Senior Manager, Accounting Department
April 2015
Operating Officer
Fumitaka Torii
Appointed as General Manager, Accounting Department(January 9, 1958)
2,500
April 2018
Operating Officer(New)
Appointed as General Manager, Public Relations Office
October 2021 Operating Officer
Appointed as General Manager, Accounting Department
April 2024
Fixed-term employee
In charge of M&A
Reason for nomination as candidate for Director serving as Audit and Supervisory Committee Member
Mr. Fumitaka Torii has a wealth of experience and wide-ranging insights in the Company’s business through hispractice in the accounting department and public relations department of the Company. The Company judges that
he is capable of appropriately performing his duties of Director serving as Audit and Supervisory Committee
Member, and has thus nominated him as a candidate for Director serving as Audit and Supervisory Committee
Member.

(Notes)1. There are no special interests between Mr. Fumitaka Torii 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 candidate will be included as an insured person under the insurance policy. The Company plans torenew this insurance policy with the same contents in September 2024.
3. If Mr. Fumitaka Torii takes office as Director serving as Audit and Supervisory Committee Member, the Company
intends to enter into an agreement with him to limit his liability for damages as stipulated in Article 423, Paragraph 1of the Companies Act, pursuant to the provisions of Article 427, Paragraph 1 of the same Act. The maximum amountof liability for damages pursuant to the said agreement shall be the minimum amount as stipulated in Article 425,
Paragraph 1 of the Companies Act.
4. The number of shares of the Company held by the candidate is the number of shares as of the end of the current fiscalyear (March 31, 2024) before the share split implemented on April 1, 2024.

-6-

Proposal 4:

Revision of the Amount of Remuneration, etc. of Directors serving as Audit andSupervisory Committee Members

The Company has resolved at the Ordinary General Meeting of Shareholders held on June 26, 2019 thatthe maximum amount of remuneration for Directors serving as Audit and Supervisory Committee Members
shall not exceed 50,000,000 yen per year. The Company has once again reviewed the remuneration limit forDirectors serving as Audit and Supervisory Committee Members, and in light of recent trends in theCompany's business performance and the level of remuneration for directors at other companies in theindustry, we propose to revise the maximum amount to an annual amount not exceeding 70,000,000 yen.
Currently, there are five Directors (including four Outside Directors) serving as Audit and Supervisory
Committee Members, and if Proposal 1, Partial Amendments to the Articles of Incorporation, and Proposal 3,
Election of One Director serving as Audit and Supervisory Committee Member, are approved as originallyproposed, there will be six Directors (including four Outside Directors) serving as Audit and Supervisory
Committee Members.

-7-[Reference]

Finance, Accounting

Legal Affairs,
Risk Management

Information Technology,
Digital Transformation Technology

Sales, Marketing

Toshiyuki Yamada

Representative Directorand Chairman●●●Hiroshi Hirayama

Representative Directorand President●●Mie Umemoto

Director●●●Takafumi Watanabe

Director●●●

Kazutomo Isozumi

Director●●●NameMiyoko Ueda
Fumitaka Torii
Satoru Yasui
Yasuyuki Koshikawa
Hitoshi Suzuki
Harumi 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
Director,
Audit and Supervisory
Committee Member●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. Finance and Accounting, 3. Legal Affairs and Risk Management, 4.
HR, 5. Information Technology and Digital Transformation Technology, 6. Sales and Marketing. Each
Director is properly placed based on each skill, which are listed below.

●●●
Outside,Independent●●●

Outside,Independent●●

Outside,Independent●●

Outside,Independent●(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 Directorshave.
*HR is short for “Human Resources,” and refers to skills related to the entire Human Resources.

-8-