Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 4396)
Date of sending by postal mail: September 7, 2023
Start date of measures for electronic provision: September 5, 2023
To our shareholders:
Ryoji Koshimizu
Representative Director
System Support Inc.
9F Rifare Bldg., 1-5-2 Honmachi,
Kanazawa-shi, Ishikawa

Notice of the 44th Annual General Meeting of Shareholders
We are pleased to announce the 44th Annual General Meeting of Shareholders of System Support Inc. (the“Company”), which will be held as described below.
In convening this meeting, the Company has taken measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format, and has posted theinformation on each of the following websites. Please access either of the websites to review the information.
The Company’s website:
https://www.sts-inc.co.jp/ir/event/event_03.html (in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Note: Access the TSE website by using the Internet address shown above, enter “System Support” in “Issue
name (company name)” or the Company’s securities code “4396” in “Code,” and click “Search.” Then,click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”
If you will not be attending the meeting in person, you may exercise your voting rights either via the Internet,
etc. or in writing (by postal mail). Please review the “Reference Documents for the General Meeting of
Shareholders.” We request that you exercise your voting rights no later than 6:00 p.m., Tuesday, September
26, 2023 (JST).

-1-1. Date and Time:

Wednesday, September 27, 2023, at 10:00 a.m. (JST) (Reception scheduled toopen at 9:30 a.m.)

2. Venue:

Ishikawa Prefectural Bunkyo Hall, 1F Hall
10-5 Oyamamachi, Kanazawa-shi, Ishikawa

3. Purpose of the Meeting:
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 44th
fiscal year (from July 1, 2022 to June 30, 2023), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Committee
2. The Non-consolidated Financial Statements for the 44th fiscal year (from July 1,
2022 to June 30, 2023)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Amendment to the Articles of Incorporation
Proposal No. 3 Election of Four Directors Who Are Not Audit & Supervisory Committee
Members
Proposal No. 4 Election of Two Directors Who Are Audit & Supervisory Committee Members
4. Matters Decided upon Convocation(1) If you exercise your voting rights in writing (by postal mail) and there is no indication of
approval or disapproval of a proposal in the voting form, we will treat it as an indication of
approval.
(2) If you exercise your voting rights more than once via the Internet, the most recent vote will betreated as valid.
(3) If you exercise your voting rights both via the Internet and in writing (by postal mail), the votemade through the Internet will treated as valid, regardless of the date and time they were received.
(4) If you exercise your voting rights by proxy, you may have one other shareholder with voting
rights attend the meeting as your proxy. However, please note that your proxy will be required
to submit a document certifying your authority of representation.
- For those attending the meeting on the day, please submit the voting form at the reception desk of the meeting.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of thematters before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.
- In accordance with a revision of the Companies Act, in principle, you are to check matters subject to measures for electronic
provision by accessing either of the websites mentioned above, and we have decided to deliver paper-based documents
stating the matters only to shareholders who request the delivery of paper-based documents by the record date. However, forthis meeting, we have delivered paper-based documents stating the matters subject to measures for electronic provision to
all shareholders, regardless of whether or not they have requested them.
Among the matters subject to measures for electronic provision, according to the provisions of laws and regulations andArticle 15 of the Articles of Incorporation of the Company, the following matters are not provided in the relevant documentsof this Notice of Convocation.
 The Status of Share Acquisition Rights, and the Outline of Systems to Ensure Appropriateness of Business Operations
and the Status of Operation of the Systems in the Business Report The Consolidated Statements of Changes in Equity and the Notes to Consolidated Financial Statements in theConsolidated Financial Statements
 The Non-consolidated Statement of Changes in Equity and the Notes to Non-consolidated Financial Statements in the
Non-consolidated Financial Statements
Accordingly, the Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements
contained in the relevant documents of this Notice of Convocation are part of the Business Report, the Consolidated Financial
Statements, and the Non-consolidated Financial Statements that have been audited by the Financial Auditor or the Audit &Supervisory Committee when preparing the Accounting Audit Report and the Audit Report.
- A video of this meeting will be available on the Company’s website at a later date.
- We ask for your understanding that the administrative staff of this meeting will be required to wear masks.
- No gifts will be distributed to shareholders attending this meeting.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company has positioned the return of profits to shareholders as a key management priority. Whilestrengthening operational structures and securing the internal reserves required for the future development of
the business, our basic policy is to maintain a stable dividend, and to work to further raise the dividend to alevel commensurate with the level of performance and profits.
In line with the aforementioned policy, the Company has given consideration to matters including thebusiness performance of the fiscal year and future business development, and it proposes to pay a year-end
dividend of ¥17 per share for the fiscal year. Accordingly, including the interim dividend of ¥15, the annual
dividend will total ¥32 per share.

1.

Type of dividend property
To be paid in cash.

2.

Allotment of dividend property and their aggregate amount(1) ¥17 per common share of the Company(2) Total dividends: ¥176,034,558

3.

Effective date of dividends of surplus
September 28, 2023

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Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the proposal
We propose to partially amend the business purpose of Article 2 (Purpose) of the current Articles ofIncorporation in order to clarify the business content of the Company in line with the current status of theCompany’s business.
2. Details of the amendments
The details of the amendments are as follows.
(Proposed amendments are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 2. (Purpose)
The purpose of the Company shall be to engage in thefollowing business activities:
1.-7.
(Text omitted)
8.
Education business for the purpose of acquiring
various qualifications, etc.
9.-16.
(Text omitted)

Article 2. (Unchanged)

1.-7.
8.
9.-16.

-4-(Unchanged)
Education business for the purpose of IT
business human resource development, etc.
(Unchanged)

Proposal No. 3

Election of Four Directors Who Are Not Audit & Supervisory Committee Members

The terms of office of all four Directors who are not Audit & Supervisory Committee Members will expire
at the conclusion of this meeting.
Therefore, the Company proposes the election of four Directors who are not Audit & Supervisory Committee
Members.
In addition, with regard to this proposal, the outcome of deliberations by the Audit & Supervisory Committeeof the Company in relation to the execution of business, insights, abilities, etc. of the candidates was that allof them were deemed well suited to the role.
Candidates for the role of Director who is not an Audit & Supervisory Committee Member are as follows:

No.

Name

Current positions

Attributes

1

Ryoji Koshimizu

Representative Director

Reelection

2

Kenji Suzuki

Senior Managing Director

Reelection

3

Mitsuru Noto

Senior Managing Director

Reelection

4

Naoyuki Morita

DirectorReelection

-5-

No.

Name
(Date of birth)

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 1979

Joined ROYAL HOLDINGS Co., Ltd.

Oct. 1980

Joined the Company

Sept. 1990

Senior Managing Director

Sept. 1994

Representative Director (current position)

Number of theCompany’s
shares owned(Responsibility)
Internal Auditing Office, Administrative Planning
Department, Nomination/Remuneration Advisory Committee
Member(Significant concurrent positions outside the Company)
Ryoji Koshimizu(May 15, 1956)
1

Reelection
Attendance at Board of
Directors meetings
19/19

Chairman of Ishikawa Information System Association

278,000 shares

Outside Director of Hokuriku Broadcasting Co., Ltd.
Representative Director and Chairman of eNet Solutions
Co., Ltd.
Representative Director and Chairman of STS-MEDIC Inc.
Representative Director and Chairman of ACROSS
Solutions, Inc.
Director of STS Innovation, Inc.
Director of STS Innovation Canada Inc.
Reasons for nomination as candidate for Director
As Representative Director, Ryoji Koshimizu has directed the management overmany years and under his strong leadership the Group has achieved continuous
growth. The Company judges that, in addition to leveraging his extensive
experience and achievements as a manager to take responsibility for supervisionand governance of the whole of management, he is capable of leading theorganization to steadily achieve sustainable growth, and accordingly it has
designated him a candidate for reelection as Director.

Kenji Suzuki(May 2, 1948)
2

Reelection
Attendance at Board of
Directors meetings
19/19

Jan. 1970

Joined Recruit Holdings Co., Ltd.

Oct. 1996

Joined NOS Co., LtdJan. 2005

Joined INX Co., Ltd

May 2006

Joined the Company

Sept. 2009

Director

Sept. 2012Managing Director

July 2016

Senior Managing Director (current position)

110,000 shares(Responsibility)
Tokyo Branch Office, Nagoya Branch Office, Future
Innovation Business Unit, AMO Promotion Department, DX
Promotion Department, and Academy Quest Department(Significant concurrent positions outside the Company)
Director and Chairman of T4C Co., Ltd.
Reasons for nomination as candidate for Director
Kenji Suzuki has been intimately familiar with the industry for many years, andpossesses extensive experience and broad insights in that regard. Since joining
the Company, he has helped to realize the growth strategy and raise corporate
value, primarily through his efforts in the operating divisions and in humanresources. The Company judges that, in addition to utilizing his extensive
experience and strong leadership to drive the business activities of the Group asa whole, he is capable of implementing appropriate supervision of management,
and accordingly it has designated him a candidate for reelection as Director.

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No.

Name
(Date of birth)

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 1978

Joined HOKURIKU COMPUTER SERVICE
CO., LTD.

Dec. 1982

Joined the Company

Sept. 1995

Director

Sept. 2004

Managing Director

Sept. 2012

Senior Managing Director (current position)(Responsibility)
Mitsuru Noto
(December 7, 1959)
3

Reelection
Attendance at Board of
Directors meetings
19/19

Number of theCompany’s
shares owned

170,000 shares

Kanazawa Branch Office, Osaka Branch Office, and ProductBusiness Unit
(Significant concurrent positions outside the Company)
Director of ACROSS Solutions, Inc.
Director and CFO of STS Innovation, Inc.
Director and CFO of STS Innovation Canada Inc.
Reasons for nomination as candidate for Director
After initially working in development roles, Mitsuru Noto has been engaged
for many years in company management as a Director of the Company, an area
in which he possesses extensive experience and knowledge. In addition to
putting in place a platform for business expansion in Japan and overseas, anddriving growth, he has contributed to the creation of new corporate value for theGroup through such initiatives as conceiving and commercializing new
products. The Company judges that, in addition to accelerating growthstrategies by means of his ability to get things done, he is capable of leading theorganization to achieve sustainable growth, and accordingly it has designatedhim a candidate for reelection as Director.
Apr. 1981

Joined Kinjohro Co., Ltd.

Feb. 1987

Joined the Company

Sept. 2009

Director (current position)(Responsibility)

70,000 shares

Management Headquarters
Naoyuki Morita(March 25, 1961)
4

Reelection
Attendance at Board of
Directors meetings
19/19(Significant concurrent positions outside the Company)
None
Reasons for nomination as candidate for Director
After initially working in development roles, Naoyuki Morita has for many
years been in charge of the administration departments, an area in which hepossesses extensive experience and knowledge. In addition to rolling out andstrengthening the compliance and corporate governance systems of the Group,
he has contributed to improving the financial position of the Company and toestablishing a thorough framework of risk management. The Company judges
that, in addition to maintaining and enhancing the soundness and transparencyof management, he is capable of implementing further improvements tocorporate governance, and accordingly it has designated him a candidate forreelection as Director.

(Notes) 1. The number of the Company’s shares owned by each candidate uses the figure for the end of the period underreview (June 30, 2023).
2. There is no special interest between any of the candidates and the Company.
3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy includes all the Directors as theinsureds and covers their losses. If each candidate is elected and assumes the office as Director, the candidate willcontinue to be included as an insured in the policy. In addition, when the policy is renewed, the Company plans torenew the policy with the same terms.

-7-Proposal No. 4

Election of Two Directors Who Are Audit & Supervisory Committee Members

The term of office of Yuko Sakamoto who is an Audit & Supervisory Committee Member will expire at theconclusion of this meeting. Therefore, in order to strengthen and enhance the auditing system, the Company
proposes to increase the number of Directors by one and to elect two Directors who are Audit & Supervisory
Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows:

No.

Name

1

Yuko Sakamoto

2

Yoshiko Hayakawa

Current positions
Outside Director and Audit &Supervisory Committee Member

Candidate for Director to be reelected

OutsideCandidate for outside Director

Independent

Candidate for independent officer

Reelection Outside Independent
New election Outside Independent

New election Candidate for Director to be newly elected
Reelection

Attributes

-8-

No.

Name
(Date of birth)

Yuko Sakamoto(July 4, 1970)
Reelection
OutsideIndependent

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Dec. 1996

Joined Koshiya Corporation

Mar. 2006

Joined KBC, inc.

June 2007

Registered as Labor and Social Security
Attorney

Apr. 2008

Registered as Specified Labor and Social
Security Attorney

Jan. 2015

Established Sakamoto Labor and Social
Security Attorney Office (current position)

Oct. 2017

Registered as Career Consultant

Sept. 2021

Outside Director and Audit & Supervisory
Committee Member of the Company (current
position)

Number of theCompany’s
shares owned– shares(Responsibility)
Nomination/Remuneration Advisory Committee Member

1

Attendance at Board of
Directors meetings
19/19(Significant concurrent positions outside the Company)

Attendance at Audit &Supervisory Committee
meetings
15/15

Promotion Planner for Employment of the Elderly until 70,
Japan Organization for Employment of the Elderly, Persons
with Disabilities and Job Seekers

Representative of Sakamoto Labor and Social Security
Attorney Office

Reasons for nomination as candidate for outside Director who is an Audit &Supervisory Committee Member and overview of expected role
Yuko Sakamoto has commented as appropriate on the management of theGroup from a professional viewpoint based on her long years of experience andknowledge as a Specified Labor and Social Security Attorney. She has neverbeen involved in the management of a company in the past. However, taking
into account these achievements, the Company has designated her a candidate
for reelection as outside Director who is an Audit & Supervisory Committee
Member in order that she may continue to leverage her highly specialized
insights for the benefit of the management of the Company.

-9-

No.

Name
(Date of birth)

Career summary (Including position and responsibility in the
Company, and significant concurrent positions outside theCompany)
Apr. 2000

Joined TOHO GAS information System Co.,Ltd.

Dec. 2008

Joined Deloitte Touche Tohmatsu LLC

June 2023

Established Yoshiko Hayakawa Certified
Public Accountant Office (current position)

Number of theCompany’s
shares owned(Significant concurrent positions outside the Company)
Yoshiko Hayakawa(October 8, 1976)
New election
OutsideIndependent
2

Attendance at Board of
Directors meetings–/–
Attendance at Audit &Supervisory Committee
meetings–/–

Representative of Yoshiko Hayakawa Certified Public
Accountant Office– shares

Auditor of the Japanese Institute of Certified Public
Accountants Hokuriku Chapter
Member of Council of Active Promotion of Women’s CPA,
the Japanese Institute of Certified Public Accountants
Member of Ishikawa Prefecture Administrative Management
Program Promotion Committee
Reasons for nomination as candidate for outside Director who is an Audit &Supervisory Committee Member and overview of expected role
Yoshiko Hayakawa is well-versed in corporate accounting as a certified public
accountant, and the Company expects that she will provide appropriate
guidance and advice on the Group’s management from an objective perspective,
drawing on her professional knowledge and practical experience in finance andaccounting. Furthermore, if she is elected, the Company plans to appoint her asa Nomination/Remuneration Advisory Committee Member so that she may be
involved from an objective and neutral position when nominating theCompany’s candidates for Director and deciding remuneration for officers.
She has never been involved in the management of a company in the past.
However, based on the above reasons, the Company judges she canappropriately fulfill her duties and has designated her a candidate for election as
outside Director who is an Audit & Supervisory Committee Member.

(Notes) 1. Candidate Yoshiko Hayakawa is listed in the Family Register under the name of Yoshiko Nebu.
2. The number of the Company’s shares owned by each candidate uses the figure for the end of the period underreview (June 30, 2023).
3. There is no special interest between any of the candidates and the Company.
4. Yuko Sakamoto and Yoshiko Hayakawa are candidates for outside Director.
5. Ms. Sakamoto is currently an outside Director who is an Audit & Supervisory Committee Member of the Company,
and at the conclusion of this meeting, her tenure will have been two years.
6. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Ms. Sakamoto to limit her liability for damages under Article 423, paragraph (1) of the same Act.
If her reelection is approved, the Company plans to renew the aforementioned agreement with her. In addition, if
the election of Ms. Hayakawa is approved, the Company plans to enter into a similar limited liability agreement.
The maximum amount of limited liability under these agreements shall be the minimum liability prescribed in
Article 425, paragraph (1) of the Companies Act.
7. The Company has submitted notification to the Tokyo Stock Exchange that Ms. Sakamoto has been designated as
an independent officer as provided for by the aforementioned exchange. If the reelection of Ms. Sakamoto isapproved, the Company plans to continue to designate her as an independent officer. In addition, Ms. Hayakawa
meets the requirements for an independent officer as provided for by the Tokyo Stock Exchange, and if her election
is approved, the Company plans to submit a notification as an independent officer.
8. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses to be borne by the
insureds, including Directors who are Audit & Supervisory Committee Members. If each candidate is elected andassumes the office as Director, the candidate will be included as an insured in the policy. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms.

- 10 -

<Reference> Board Skills Matrix
If Proposals 3 and 4 are approved and adopted as proposed at this meeting, the composition and expertise of
the Board of Directors is as follows:

Name

Positionin the Company

Corporate
IndependenceManagement

Governance
Legal &
and RiskComplianceManagement

Financial
Accounting
and Finance

Human
Resources
Industryand Human
Knowledge
Resources
Development

Ryoji
Koshimizu

Representative
Director

〇

〇

Kenji
Suzuki

Senior Managing
Director

〇

〇

〇

〇

Mitsuru
Noto

Senior Managing
Director

〇

〇

〇

〇

NaoyukiMoritaDirector

〇

〇

〇

Kenji
Takai

Director(Full-time Audit &Supervisory
Committee Member)

〇

〇

Kunio
HirosakiOutside Director(Full-time Audit &Supervisory
Committee Member)

〇

〇

〇

Sayo
Asou

Outside Director(Audit & Supervisory
Committee Member)

〇

〇

〇

〇

Yuko
Sakamoto

Outside Director(Audit & Supervisory
Committee Member)

〇

〇

〇

YoshikoHayakawa

Outside Director(Audit & Supervisory
Committee Member)

〇

〇

〇

〇

〇

〇

〇

〇

〇

*The above list does not represent all of the knowledge and experience possessed by each Director.

- 11 -〇

<Reference> Criteria for Independence
The Company considers that outside Directors and candidates for outside Director of the Company are
independent from the Company if they do not fall under any of the following:(1) The individual is currently or once affiliated with the Company or its subsidiaries(2) The individual is an executive and currently or recently* (the same applies hereunder) affiliated witha business partner of which the Group accounts for at least 2% of the business partner’s prior fiscal
year consolidated net sales, or a business partner that accounts for at least 2% of the Company’s priorfiscal year consolidated net sales(3) The individual is currently or recently affiliated with a financial institution that is essential in enabling
fund procurement of the Group, and is relied on to the extent that there is no substitute for the entity(4) The individual currently or recently acts as a consultant, lawyer, certified public accountant, tax
accountant, etc. who receives the money or any other property interest exceeding 10 million yen otherthan executive compensation directly from the Group during any one business year (in the case thatsuch individual receiving such interest is a corporation, association or other such body, then this refers
to an individual belonging to such body)(5) A major shareholder of the Company (a person who directly or indirectly holds 10% or more of thetotal voting rights) or an executive of or a person who is recently affiliated with such major shareholder(6) The individual is currently or recently affiliated with an auditing firm that is the financial auditor of
the Group(7) The individual currently or recently acts as an executor of business of a company involved in mutual
dispatch of directors and audit & supervisory board member to and from the Group(8) The individual who has been an outside Director of the Group for more than 10 years since theindividual was first appointed(9) The individual is a spouse or relative within the second degree of kinship of an individual as describedin any of the aforementioned (1)–(8) items
Note: “Recently” refers to a period of less than three years from the date of an individual’s appointment
as a Director.

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