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: 3817
June 7, 2022
To our Shareholders:
Toru Kashima
Representative Director and President

SRA Holdings, Inc.
2-32-8 Minami-Ikebukuro, Toshima-ku,
Tokyo

Notice of the 32nd Annual General Meeting of Shareholders
The 32nd Annual General Meeting of Shareholders of SRA Holdings, Inc. (the “Company”) will be held forthe purposes as described below.
From the perspective of preventing the spread of novel coronavirus disease (COVID-19), we ask shareholders
to refrain from attending the meeting in person and exercise their voting rights in regard to the General
Meeting of Shareholders beforehand, either in writing or via the Internet.
Please review the attached Reference Documents for General Meeting of Shareholders and, following
the instructions in “Exercise of Voting Rights, etc.” on pages 3 and 4, cast your vote, either by sending
back the enclosed voting form indicating your approval or disapproval of the proposals, or entering
your approval or disapproval of the proposals on the voting website designated by the Company(https://evote.tr.mufg.jp/) no later than 5:30 p.m. on Wednesday, June 22, 2022 (JST) to exercise yourvoting rights.
1. Date and Time:Thursday, June 23, 2022, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)

2. Venue:

Sakura-no-ma, 4th Floor, HOTEL METROPOLITAN
1-6-1 Nishi-Ikebukuro, Toshima-ku, Tokyo-1-3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 32nd
fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 32nd fiscal year (from April
1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1 Partial Amendment to the Articles of Incorporation
Proposal No. 2 Election of Five Directors
Proposal No. 3 Election of Three Audit & Supervisory Board Members
Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member(Request to shareholders)
Depending on the situation regarding the spread of infection, the content of announcements from the government, etc.,
the above arrangements may be updated before the day of the General Meeting of Shareholders. We therefore also ask
shareholders to check the information made available on the Company’s website (https://www.sra-hd.co.jp/).

In the event of revisions to the Reference Documents for General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements or the Non-consolidated Financial Statements, the revised documents will be madeavailable on the Company’s website (https://www.sra-hd.co.jp/).
The following items are posted on the Company’s website (https://www.sra-hd.co.jp/) in accordance with laws andregulations and the provisions of Article 14 of the Articles of Incorporation of the Company. Accordingly, the attacheddocuments to this notice make up only a part of the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Financial Auditor in the course of the preparation of its accounting audit report.
Furthermore, these documents also make up only a part of the Business Report, the Consolidated Financial Statements
and the Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members in the course of the
preparation of the audit report.
(i) “Status of Share Acquisition Rights,” “System to Ensure the Appropriateness of Business,” and “Overview of Status
of System to Ensure the Appropriateness of Business” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in theConsolidated Financial Statements(iii) “Non-consolidated Balance Sheet,” “Non-consolidated Statement of Income,” “Non-consolidated Statement of
Changes in Equity,” and “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial
Statements-2-

Exercise of Voting Rights, etc.
Voting rights are principal rights of shareholders. Please exercise your voting rights after reviewing theReference Documents for General Meeting of Shareholders on pages 5 to 16 of this notice.
There are three ways to exercise your voting rights as described below:[Recommended] By exercising voting rights via the Internet
Please access the voting website through your PC or smartphone and enter your approval or disapproval of
the proposals.
Exercise due date:No later than 5:30 p.m. on Wednesday, June 22, 2022 (JST)[Recommended] By submitting voting form by mailPlease indicate your approval or disapproval of the proposals on the enclosed voting form and return it to
the Company. (No stamp is needed.)
Exercise due date:
To be received no later than 5:30 p.m. on Wednesday, June 22, 2022 (JST)By attending the General Meeting of Shareholders
Please submit the enclosed voting form to reception at the meeting venue.
Date and Time:Thursday, June 23, 2022, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)[Please cooperate with us in exercising voting rights via the Internet](1) Please access the voting website (https://evote.tr.mufg.jp/), enter your login ID and temporary password
printed on the right-hand side of the voting form, and follow the instructions on screen to indicate yourapproval or disapproval of each proposal. (Not available from 2:00 a.m. to 5:00 a.m.)(2) Please be aware that, in order to prevent unauthorized access by persons other than shareholders andfalsification of votes, shareholders voting via the Internet will be asked to change their temporary
password on the voting website for the first time. The login ID and temporary password shall be effective
only for this General Meeting of Shareholders.
(3) By scanning the “QR code for login” given on the voting form using smartphones, you can automaticallyaccess the voting website and exercise your voting rights. (There is no need to enter the login ID andtemporary password.)* For security reasons, exercising voting rights through the QR code is available only once.
For the second time and afterwards, you will need to enter the login ID and temporary password evenwhen scanning the QR code.
* QR code is a registered trademark of DENSO WAVE INCORPORATED.
(4) Any costs including Internet connection fees and communication charges that might be incurred toaccess the voting website shall be borne by the shareholder.
(5) Depending on the Internet connection, subscription services, or equipment models, you may be unable
to access the voting website and login using the QR code from your PC or smartphone. Please contact
the help desk below for details.
For inquiries about the system environment, etc.
Mitsubishi UFJ Trust and Banking Corporation
Stock Transfer Agency (Help Desk)
Telephone: 0120-173-027 (toll free within Japan)
Hours:
from 9:00 a.m. to 9:00 p.m.
[Handling of redundant voting]In the case where the voting form is submitted by mail and voting rights are exercised via the Internet, votes
exercised via the Internet will be considered effective.
If voting rights are exercised multiple times via the Internet, the final vote cast will be considered effective.

-3-

[Platform to exercise voting rights]
Shareholders who have participated in the Electronic Platform to Exercise Voting Rights for Institutional
Investors operated by ICJ, Inc. can exercise their rights via the said platform.

-4-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Partial Amendment to the Articles of Incorporation

1. Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1,
2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation
for the introduction of the system for providing informational materials for the general meeting ofshareholders in electronic format.
(1) As the revised provisions require the Articles of Incorporation to stipulate that information that
constitutes the content of reference documents for general meeting of shareholders, etc. must be
provided in electronic format, the new Article 14 (Measures, etc. for Providing Information inElectronic Format), paragraph 1 will be established.
(2) To make it possible to limit the scope of items stated in paper-based documents to be delivered toshareholders who requested the delivery of such documents to the items as set forth in the Ministryof Justice Order among those for which the measures for providing information that constitutes thecontent of reference documents for general meeting of shareholders, etc. in electronic format will
be taken, the new Article 14 (Measures, etc. for Providing Information in Electronic Format),paragraph 2 will be established.
(3) The provisions under Article 14 of the current Articles of Incorporation (Internet Disclosure andDeemed Provision of Reference Documents for General Meeting of Shareholders, Etc.) will bedeleted as they will no longer be required after the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format.
(4) Supplementary provisions regarding the effect of the aforementioned establishment and deletionof provisions will be established. Such supplementary provisions will be deleted after thedesignated transitional period.
2. Content of the amendments
The content of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for General Meeting of Shareholders, Etc.)
Article 14
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for general meeting ofshareholders, business report, non-consolidated financial
statements and consolidated financial statements through theInternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
(Newly established)-5-(Underlined parts represent amendments.)
Proposed amendments(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 14
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who requested thedelivery of paper-based documents by the record date ofvoting rights.

Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary Provisions)
1. The deletion of Article 14 (Internet Disclosure and Deemed
Provision of Reference Documents for General Meeting of
Shareholders, Etc.) in the pre-amended Articles ofIncorporation and the establishment of Article 14 (Measures,etc. for Providing Information in Electronic Format) in theamended Articles of Incorporation shall be effective from
September 1, 2022, the date of enforcement of the revised
provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the “Date of
Enforcement”).
2. Notwithstanding the provisions of the preceding paragraph,
Article 14 of the pre-amended Articles of Incorporation shallremain effective regarding any general meeting ofshareholders held on a date within six months from the Dateof Enforcement.
3. These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-6-

Proposal No. 2

Election of Five Directors

At the conclusion of this meeting, the terms of office of all five Directors will expire. Therefore, the Company
proposes the election of five Directors.
Moreover, the selection of candidates for Director has been voluntarily deliberated by the Nomination andRemuneration Committee, whose chairperson and a majority of committee members are independent Outside
Directors.
The candidates for Director are as follows:
Candidate
No.

1

2

Name
(Date of birth)

Toru Kashima(July 28, 1952)

Katsumi Ohkuma(April 11, 1963)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984

Joined Software Research Associates, Inc.

July 1990

Representative Director and President of
SRA America, Inc.

June 1996

Director of Software Research Associates,
Inc.

Apr. 2003

Representative Director and President

Apr. 2006

Executive Officer and President

June 2006

Representative Director and President of theCompany (current position)

June 2016

Representative Director and Chairman ofSoftware Research Associates, Inc. (current
position)Jan. 2020

Representative Board Chairman and CEO of
SRA OSS, Inc. (current position)

Apr. 1987

Joined IBM Japan, Ltd.

Feb. 2001

General Manager of Sales Department ofAdvanced Integration Technology, Inc.

Apr. 2006

Director and Senior Managing Executive
Officer

Apr. 2007

General Manager of BTO Business Sales
Department of IBM Japan, Ltd.

Apr. 2008

Director and Vice President of Advanced
Integration Technology, Inc.

Apr. 2009

Representative Director and President(current position)

June 2014

Director of the Company (current position)

June 2016

Director of Software Research Associates,
Inc. (current position)

June 2019

Managing Executive Officer of the Company(current position)-7-

Number of theCompany’s
shares owned

86,7005,500

Candidate
No.

3

Name
(Date of birth)[Candidate for Outside
Director]
Masafumi Narikawa(September 6, 1952)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1976

Joined Tokyo Electric Power Company, Inc.
(currently Tokyo Electric Power Company
Holdings, Inc.)

Apr. 2002

General Manager of Construction
Engineering Center, Construction
Department

July 2008

Deputy General Manager of Sales Divisionof Tokyo Electric Power Environmental
Engineering Co., Inc. (currently Tokyo
Power Technology Ltd.)

June 2009

4[Candidate for Outside
Director]
Hirotaka Ohashi(January 24, 1952)

Number of theCompany’s
shares owned

2,300

Director and General Manager of Sales
Division

Sept. 2011

Managing Director

June 2015

Outside Director of the Company (current
position)

Apr. 1974

Joined Mitsui Engineering & Shipbuilding
Co., Ltd. (currently Mitsui E&S Holdings
Co., Ltd.)Mar. 1998

General Manager of Planning Project
Department

July 2004

General Manager of Advanced Machinery
Systems Department

Apr. 2005

General Manager of Clean Mechatronics
Business Office

Apr. 2008

Assistant to General Manager of Machinery& Systems Business Division

Apr. 2009

General Manager of Business Planning
Department, Business Development Division

Oct. 2010

Visiting Professor of Nagaoka University ofTechnology

June 2011

Administrative Officer of Mitsui Engineering& Shipbuilding Co., Ltd. (currently Mitsui
E&S Holdings Co., Ltd.)
Deputy General Manager of Business
Development DivisionNov. 2013

Administrative Officer and General Manager
of Marine Business Promotion Department

June 2018

Senior Advisor of Mitsui E&S Systems
Research Inc.

June 2019

Outside Director of the Company (current
position)-8--

Candidate
No.

5

Name
(Date of birth)[Candidate for Outside
Director]
Yutaka Fujiwara(July 19, 1963)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987

Joined Ministry of International Trade andIndustry (currently Ministry of Economy,
Trade and Industry)

Apr. 1994

Joined Ministry of Foreign Affairs, working
at Embassy of Japan in Malaysia as a First
Secretary

July 2004

Special Assistant to Director-General ofCommerce and Information Policy Bureau of
Ministry of Economy, Trade and Industry

July 2006

Director of Environmental Economy Officeof Industrial Science and Technology Policy
and Environment Bureau

July 2011

Director of Technology Promotion Divisionof Industrial Science and Technology Policy
and Environment Bureau

Apr. 2014

Deputy Director-General of Regional
Revitalization Bureau of Cabinet Secretariat

June 2016

Deputy Director-General of Headquarters for
the Regional Revitalization of Cabinet Office

July 2017

Deputy Director-General for Policy
Coordination of Minister’s Secretariat of
Ministry of Economy, Trade and Industry

Feb. 2020

Policy and Public Relations Advisor of
Rakuten, Inc. (currently Rakuten Group,Inc.) (current position)

Number of theCompany’s
shares owned-

Advisor of Frontier Management Inc.
(current position)
June 2021

Outside Director of the Company (current
position)(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The number of the Company’s shares owned by each candidate is as of the end of the fiscal year under review(March 31, 2022).
3. Reasons for nominating the candidates for Director, excluding Outside Directors, are as follows:(1) Toru Kashima has adequately fulfilled his role in management decision-making, business execution andmanagement supervision as Representative Director and President. Accordingly, the Company has
nominated him as a candidate for Director as it decided that continuing in his position as Director would be
ideal to realize increased corporate value of the Company and shareholder value, and for sustainable growthof the Company.
(2) Katsumi Ohkuma has utilized his achievements as Representative Director and President of the Group
company in addition to having abundant management experience and insight in the information andtelecommunications industry. Accordingly, the Company has nominated him again as a candidate for
Director as it decided that he will contribute to sustainable growth of the Company as Director.
4. Reasons for nominating each candidate for Outside Director and an outline of their expected roles are as follows:(1) Masafumi Narikawa has extensive knowledge in the development of new businesses and abundant
management experience, and is expected to continue properly supervising the Company’s management
based on his knowledge and experience from an objective standpoint. Accordingly, the Company has
nominated him again as a candidate for Outside Director. In addition, if he is elected, he will be involved in
nominating officer candidates and making decisions on remuneration for officers of the Company as amember of the Nomination and Remuneration Committee from a neutral and objective standpoint.
(2) Hirotaka Ohashi has been involved in the execution of business for many years in company-wide corporate
planning and new business development departments. He also served as a visiting professor, leveraging theskills he has developed in the area of mechatronics. He has abundant experience and specialized knowledge,
and is expected to continue properly supervising the Company’s management based on his knowledge andexperience from an objective standpoint. Accordingly, the Company has nominated him again as a candidate
for Outside Director. In addition, if he is elected, he will be involved in nominating officer candidates andmaking decisions on remuneration for officers of the Company as a member of the Nomination andRemuneration Committee from a neutral and objective standpoint.

-9-

(3)

Yutaka Fujiwara has specialized knowledge on institutions he cultivated as a national government official
engaged in the development and implementation of policy in the area of economic industry, particularly theestablishment and revision of institutions, as well as abundant experience in the area of information andtelecommunications. After retirement, he has been assuming positions to provide appropriate advice andinstruction on management activities for corporations. Accordingly, the Company has nominated him again
as a candidate for Outside Director as he is expected to continue properly supervising the Company’s
management based on his knowledge and experience from an objective standpoint. Moreover, he has notbeen involved in corporate management directly, but the Company decided that he will execute the duties
as Outside Director adequately. In addition, if he is elected, he will be involved in nominating officer
candidates and making decisions on remuneration for officers of the Company as a member of theNomination and Remuneration Committee from a neutral and objective standpoint.
5. Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara are currently Outside Directors of the Company, andat the conclusion of this meeting, their tenures as Outside Director will have been seven years, three years, andone year, respectively.
6. Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara are not persons executing business for, or officers of,
specified affiliated business operators of the Company, and have not been persons executing business for, or
officers of, specified affiliated business operators of the Company within the past ten years.
7. Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara will neither receive a large amount of money or otherproperties from the Company or an entity that has a specified relationship with the Company, nor have they done
so during the last two years.
8. Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara are neither the spouse of, nor are they relatives within
the third degree of, a business operator or an officer of the Company or an entity that has a specified relationshipwith the Company, nor are they in a position corresponding thereto.
9. Based on the following criteria, the Company proposes the election of these candidates for Director after taking
knowledge, experience, ability, etc. into consideration.
Criteria for Nominating Director Candidates(1) Both Inside and Outside Directors(i) A person with superior abilities in management decision-making, business execution and management
supervision(ii) A person with respect for legal compliance(2) Specific to Outside Directors(i) A person who does not violate the criteria related to the independence of outside officers stipulated by
the Company(ii) A person with abundant experience and insight in their respective background
10. The Company has prescribed in the Articles of Incorporation that the Company may enter into an agreement with
Directors (excluding those who are operating directors, etc.) to limit their liability for damages pursuant to Article
423, paragraph (1) of the Companies Act. Currently, the Company has entered into a limited liability agreementwith candidates for Outside Director Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara, and if their reelection is approved, this agreement shall remain in effect.
Pursuant to this agreement, the defined maximum amount of liability for damages, if they have acted in good faithand without gross negligence in performing their duties, is the minimum liability amount provided for under
Article 425, paragraph (1) of the Companies Act.
11. The Company has entered into a liability insurance contract for officers with an insurance company pursuant to
the provisions of Article 430-3, paragraph (1) of the Companies Act to compensate damages that may be causedby responsibility assumed by the insured including Directors of the Company for their execution of duties, andclaims made related to pursuit of the said responsibility (however, excluding cases corresponding to certain
excuses, such as damages caused by an illegal act committed knowingly). If candidates are elected and assume
office as Director, they will become the insured of the said insurance contract. In addition, the Company plans torenew the said insurance contract with the same contents at the next renewal.
12. The Company has submitted notification to Tokyo Stock Exchange, Inc. that candidates for Outside Director
Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara have been appointed as independent officers asprescribed by the aforementioned exchange. If they are re-elected, the Company plans for them to continue intheir role as independent officers. The Company has set forth election criteria for the election of independent
Outside Directors based on the election criteria for independent officers released by the Japan Association of
Corporate Directors. Regarding “a person who is not a Director, Audit & Supervisory Board Member, Executive
Officer or employee of a major business partner of the SRA Group,” which is an important criteria in particularwithin the election criteria, a “major business partner” is defined as a company whose payments to the SRA Groupor payments received from the SRA Group are 2% or more of consolidated net sales in the most recent fiscal year
and the three years prior (i.e., the past four fiscal years including the most recent).
13. The election criteria for Outside Directors and independent Outside Directors of the Company are published in
the report related to corporate governance.

- 10 -

14. The Company has established a Nomination and Remuneration Committee as an advisory body to the Board of
Directors. Masafumi Narikawa, a candidate for Outside Director, is serving as chairperson of the said committee.

- 11 -

Proposal No. 3

Election of Three Audit & Supervisory Board Members

At the conclusion of this meeting, the terms of office of all three Audit & Supervisory Board Members will
expire. Therefore, the Company proposes the election of three Audit & Supervisory Board Members.
Moreover, the selection of the candidates for Audit & Supervisory Board Member has been voluntarily
deliberated by the Nomination and Remuneration Committee, whose chairperson and a majority ofcommittee members are independent Outside Directors.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

1

2

Name
(Date of birth)

Career summary and position in the Company, andsignificant concurrent positions outside the Company
Apr. 1982

Joined Japanese National Railways

Apr. 1987

Joined East Japan Railway Company

Oct. 2000

General Manager in charge of Administration
Department of Tokyo Branch Office

Apr. 2001

General Manager of Marketing Departmentof Omiya Branch Office

June 2012

General Manager of Health & Welfare
Department
Audit & Supervisory Board Member of AtreCo., Ltd.

[Candidate for Outside Audit& Supervisory Board
Member]June 2014
Sadafumi Yamagiwa(March 5, 1959)
June 2018

Representative Director and President of
Kinshicho Station Building Co., Ltd.

-

Representative Director and President of JR
East Food Business Co., Ltd. (currently JR
East Cross Station Co., Ltd.)

Apr. 2020

Representative Director and Vice Presidentof JR East Foods Co., Ltd. (currently JR East
Cross Station Co., Ltd.)

June 2020

Outside Audit & Supervisory Board Memberof the Company (current position)

Oct. 2004

Registered as an attorney at law
Joined Yamamoto Sogo Law Office(currently Yamamoto & Shibasaki Law
Offices)Nov. 2008

Joined Shiraishi Law Office

Sept. 2014

Outside Audit & Supervisory Board Member
of Realcom Co., Ltd. (currently Abalance
Corporation)[Candidate for Outside Audit
Oct. 2014& Supervisory Board
Member]Katsumi Kitamura
June 2016(February 8, 1973)

Number of theCompany’s
shares owned

Representative Director of SJI Inc. (currently
CAICA DIGITAL Inc.)
Outside Audit & Supervisory Board Memberof the Company (current position)

Feb. 2019

Outside Director of NCXX Group Inc.
(current position)

June 2019

Outside Director (Audit Committee Member)of Meiji Machine Co., Ltd.

June 2020

Representative of Kitamura Law andStrategic Planning Consultancy (current
position)- 12 --

Candidate
No.

3
*

Name
(Date of birth)

Career summary and position in the Company, andsignificant concurrent positions outside the Company
Apr. 1981

Joined Ministry of Posts andTelecommunications (currently Ministry ofInternal Affairs and Communications)

May 1991

Joined Ministry of Foreign Affairs, working
at Consulate-general of Japan in Dusseldorf
as a Consul

July 1994

General Manager of Telecommunications
Department of Hokuriku Bureau of
Telecommunications Administration,
Ministry of Posts and Telecommunications(currently Ministry of Internal Affairs andCommunications)

July 1996

General Manager of Telecommunications
System Research Office of Institute for Posts
and Telecommunications Policy

June 1998

General Manager of System Planning Officeof Finance Department

July 2000

General Manager of Administration Office ofRadio Department of Bureau of
Telecommunications, Ministry of Internal
Affairs and Communications[Candidate for Outside Audit Aug. 2002
& Supervisory Board
Member]Takahiro Ueno
(May 22, 1956)

Chief Development Member of Satellite
Missions Promotion Center of National
Space Development Agency of Japan(currently Japan Aerospace Exploration
Agency, a national research and development
agency)July 2004

General Manager of Collaborative Research
Management Department of National
Institute of Information and Communications
Technology, an incorporated administrative
agency (currently National Institute ofInformation and Communications
Technology, a national research anddevelopment agency)

Oct. 2007

Director and General Manager of General
Affairs Department of Kinki Mobile Radio
Center, Inc., an incorporated foundation(currently Mobile Radio Center, Inc., ageneral incorporated foundation)

Apr. 2009Manager of Kinki Center of Mobile Radio
Center, Inc., an incorporated foundation(currently Mobile Radio Center, Inc., ageneral incorporated foundation)

Nov. 2018

Deputy Director-General and General
Manager of Corporate Planning Departmentof Mobile Radio Center, Inc., a generalincorporated foundation (current position)

Number of theCompany’s
shares owned-(Notes) 1. An asterisk represents a new candidate for Audit & Supervisory Board Member.
2. There is no special interest between any of the candidates and the Company.
3. The number of the Company’s shares owned by each candidate is as of the end of the fiscal year under review(March 31, 2022).
4. Reasons for nominating each candidate for Outside Audit & Supervisory Board Member are as follows:(1) The Company has nominated Sadafumi Yamagiwa again as a candidate for Outside Audit & Supervisory
Board Member as it expects that his wide-ranging knowledge and abundant management experience which
is based on direct involvement in corporate management as well as his knowledge of financial accounting
gained through successively taking office as Audit & Supervisory Board Member will be used to supportand strengthen the audit system of the Company.

- 13 -

(2)The Company has nominated Katsumi Kitamura again as a candidate for Outside Audit & Supervisory
Board Member as it expects that his abundant management experience which is based on direct involvement
in corporate management as well as his thorough knowledge of corporate legal affairs acquired through his
experience as a lawyer will be used for audits of the Company.
(3) The Company has nominated Takahiro Ueno as a candidate for Outside Audit & Supervisory Board Member
as it has decided that his wide-ranging knowledge of and abundant experience in the telecommunications
field, which is necessary for auditing the Company’s management from an objective standpoint, will be
used for audits of the Company.
5. Sadafumi Yamagiwa and Katsumi Kitamura are currently Outside Audit & Supervisory Board Members of theCompany, and at the conclusion of this meeting, their tenures as Outside Audit & Supervisory Board Member
will have been two years and six years, respectively.
6. Sadafumi Yamagiwa, Katsumi Kitamura, and Takahiro Ueno are not persons executing business for, or officers
of, specified affiliated business operators of the Company, and have not been persons executing business for, or
officers of, specified affiliated business operators of the Company within the past ten years.
7. Sadafumi Yamagiwa, Katsumi Kitamura, and Takahiro Ueno will neither receive a large amount of money orother properties from the Company or an entity that has a specified relationship with the Company, nor have they
done so during the last two years.
8. Sadafumi Yamagiwa, Katsumi Kitamura, and Takahiro Ueno are not persons executing business for, or officers
of, the Company or specified affiliated business operators of the Company, and have not been persons executing
business for, or officers of, specified affiliated business operators of the Company within the past ten years.
9. Based on the following criteria, the Company proposes the election of these candidates for Audit & Supervisory
Board Member after taking knowledge, experience, ability, etc. into consideration.
Criteria for Nominating Candidates for Audit & Supervisory Board Member(1) Both Inside and Outside Audit & Supervisory Board Members(i) A person with superior ability in both management and supervision(ii) A person with respect for legal compliance(2) Specific to Outside Audit & Supervisory Board Members(i) A person who does not violate the criteria related to the independence of outside officers stipulated by
the Company(ii) A person with abundant experience and insight in their respective background
10. The Company has prescribed in the Articles of Incorporation that the Company may enter into an agreement with
Audit & Supervisory Board Members to limit their liability for damages pursuant to Article 423, paragraph (1) of
the Companies Act. Currently, the Company has entered into a limited liability agreement with candidates for
Outside Audit & Supervisory Board Member Sadafumi Yamagiwa and Katsumi Kitamura, and if their re-election
is approved, this agreement shall remain in effect. In addition, if the election of Takahiro Ueno is approved, theCompany plans to enter into a similar limited liability agreement with him.
Pursuant to this agreement, the defined maximum amount of liability for damages, if they have acted in good faithand without gross negligence in performing their duties, is the minimum liability amount provided for under
Article 425, paragraph (1) of the Companies Act.
11. The Company has entered into a liability insurance contract for officers with an insurance company pursuant to
the provisions of Article 430-3, paragraph (1) of the Companies Act to compensate damages that may be causedby responsibility assumed by the insured including Audit & Supervisory Board Members of the Company for
their execution of duties, and claims made related to pursuit of the said responsibility (however, excluding cases
corresponding to certain excuses, such as damages caused by an illegal act committed knowingly). If thecandidates are elected and assume office as Audit & Supervisory Board Member, they will become the insured of
the said insurance contract. In addition, the Company plans to renew the said insurance contract with the samecontents at the next renewal.
12. The Company has submitted notification to Tokyo Stock Exchange, Inc. that candidates for Outside Audit &Supervisory Board Member Sadafumi Yamagiwa and Katsumi Kitamura have been appointed as independent
officers as prescribed by the aforementioned exchange. If they are re-elected, the Company plans for them tocontinue in their role as independent officers. Takahiro Ueno meets the requirements of independent officer asprescribed by the Tokyo Stock Exchange, Inc. If his election is approved, the Company plans to submit
notification that he has been appointed as an independent officer. The Company has set forth election criteria forthe election of independent Outside Audit & Supervisory Board Members based on the election criteria for
independent officers released by the Japan Association of Corporate Directors. Regarding “a person who is not a
Director, Audit & Supervisory Board Member, Executive Officer or employee of a major business partner of the
SRA Group,” which is an important criteria in particular within the election criteria, a “major business partner” isdefined as a company whose payments to the SRA Group or payments received from the SRA Group are 2% ormore of consolidated net sales in the most recent fiscal year and the three years prior (i.e., the past four fiscal
years including the most recent).
13. The election criteria for Outside Audit & Supervisory Board Members and independent Outside Audit &Supervisory Board Members of the Company are published in the report related to corporate governance.

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<Reference> Skills Matrix for Officers Assuming Office after Conclusion of this Meeting
If Proposals No. 2 and No. 3 are approved at this meeting, the skills matrix will be as below.
Each candidate’s specialty and expertise
Corporate
management

Sales andmarketingBusinesscreation

Industryknowledge
and ITInternational
experience

Toru Kashima

●

●

●

●

●

Katsumi Ohkuma

●

●

●

●

Masafumi Narikawa

●

●

●

●

●

●

●

●

●

●

Name

Directors

Hirotaka Ohashi
Yutaka Fujiwara

Legal affairs
andcorporate
governance●●

Audit &●●●
Sadafumi Yamagiwa
Supervisory●●
Katsumi Kitamura
Board
●
●
●
●
Takahiro Ueno
Members(Note) The above table does not show all knowledge and experience that each candidate has.

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Finance andaccounting

●
●
●

●

●

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute Audit & Supervisory Board Member to be ready to filla vacant position should the number of Audit & Supervisory Board Members fall below the number requiredby laws and regulations.
Moreover, the selection of the candidate for substitute Audit & Supervisory Board Member has been
voluntarily deliberated by the Nomination and Remuneration Committee, whose chairperson and a majority
of committee members are independent Outside Directors.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1977

Shigeru Yoshimura(July 5, 1954)

Number of theCompany’s
shares owned

Joined Mitsubishi Trust and Banking Corporation(currently Mitsubishi UFJ Trust and Banking
Corporation)

Feb. 2006

General Manager of Nagoya BranchOct. 2007

Executive Officer and General Manager of SS
Konan Business Division of DM Information
System Co., Ltd. (currently IBM Japan Digital
Services Company)

Nov. 2008

General Manager of Finance Department,
Administration Division of the Company

500

General Manager of Finance Department, Corporate
Administration Division of Software Research
Associates, Inc.
Apr. 2010

General Manager of Audit Office of the Company(current position)(Notes) 1. There is no special interest between the candidate and the Company.
2. The number of the Company’s shares owned by the candidate is as of the end of the fiscal year under review(March 31, 2022).
3. Prior to assuming office as Audit & Supervisory Board Member, the candidate will retire from the Company andSoftware Research Associates, Inc. in advance.
4. If Shigeru Yoshimura assumes office as Audit & Supervisory Board Member, the Company plans to enter into anagreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies Act,
pursuant to the provisions of Article 427, paragraph (1) of the same Act.
Pursuant to this agreement, the defined maximum amount of liability for damages, if he has acted in good faithand without gross negligence in performing his duties, is the minimum liability amount provided for under Article
425, paragraph (1) of the Companies Act.
5. The Company has entered into a liability insurance contract for officers with an insurance company pursuant to
the provisions of Article 430-3, paragraph (1) of the Companies Act. If the candidate is elected and assumes officeas Audit & Supervisory Board Member, he will be included as an insured in the said insurance contract. A
summary of the insurance contract is as stated in Note 11 on page 10 of this Reference Documents for General
Meeting of Shareholders.

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