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 7, 2021
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 41ST 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 41st Ordinary General Meeting of Shareholders of SYSTEMRESEARCH CO., LTD. (the “Company”) will be held for the purposes as described below.
Recently, the Japanese government and prefectural governors have strongly requested that the public refrainfrom going out in order to prevent the spread of COVID-19. As a result of careful examination in response tothis situation, the Company has decided to hold the meeting with appropriate infection prevention measures inplace.
Accordingly, we strongly encourage our shareholders to exercise your voting rights in advance either inwriting or via the Internet in order to prevent the spread of infection, and ask you to refrain from attending themeeting regardless of your physical condition.
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 24, 2021, Japan time.
1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m. Japan time

2. Place:

Conference room on the 7th floor of Corporate Headquarters, located at
12, 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
41st Fiscal Year (April 1, 2020 - March 31, 2021) 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 41st Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Proposal 1:
Election of Five Directors (excluding Directors serving as Audit andSupervisory Committee Members)
Proposal 2:
Election of Five Directors serving as Audit and Supervisory Committee
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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 24, 2021, 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 the
proposal.
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 24, 2021,
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) (Basic
Policy on Corporate Control)”, “Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidated
Financial Statements” are provided on the Company’s website (http://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 Consolidated Financial Statements and the Non-consolidated Financial
Statements provided in the Japanese version of the Appendix of this Notice are parts of the Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Accounting Auditor and the Audit 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 (http://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:

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) 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 includes Independent Outside
Directors, and all of the candidates have been judged to be appropriate.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members) 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
1,366,400
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 are
indispensable to sustainable improvement of corporate value of the Company Group, and has thus nominated him asa candidate for Director.

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No.

Name
(Date of birth)

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

2

3

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
Hiroshi Hirayama
In charge of System Development 1 Department, System
53,528(November 20, 1959)
Development 2 Department, System Development 3
Department, and Osaka Branch
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(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 development
business 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
Mie Umemoto
April 2018
Operating Officer
13,300(November 20, 1961)
In charge of Industrial System Business Department
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 being in charge of the systemdevelopment business division 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.

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No.

4

5

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 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
Masaaki Akiyama
April 2018
Operating Officer
16,500(September 10, 1963)
In charge of Manufacturing System Business Department
June 2019
Appointed as Director
In charge of Manufacturing System Business Department
January 2020
Director
In charge of Manufacturing System Business Department
and AI Solution Department
April 2021
Director
In charge of Manufacturing System Business Department(To the present)[Reason for nomination as candidate for Director]
Mr. Masaaki Akiyama has a great deal of achievements in business expansion as being in charge 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
14,700April 2018
Operating Officer(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)[Reason for nomination as candidate for Director]
Mr. Takafumi Watanabe has a great deal of achievements in business expansion as being in charge 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.

(Note) 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 2021.

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Proposal 2:

Election of Five Directors serving as Audit and Supervisory Committee Members

The terms of office of all four Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, with the increase of one
Director to reinforce the auditing structure, the election of five Directors serving as Audit and Supervisory
Committee Members is proposed.
Furthermore, the Audit and Supervisory Committee has given its approval to this proposal in advance.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
July 1973

1

2

Number ofshares of theCompany held

Joined Computer Services Corporation (currently SCSKCorporation)
July 1984
Joined the Company
June 2000
Appointed as Operating Officer
April 2002
Operating Officer
General Manager, Accounting Department
February 2005 Appointed as Director
Miyoko Ueda
General Manager, Accounting Department
106,680(September 20, 1950)
April 2014
Director
In charge of Accounting Department
June 2015
Appointed as Corporate Auditor
June 2019
Appointed as Director (Audit and Supervisory
Committee Member)(To the present)[Significant concurrent positions]
Corporate Auditor, sowel Co., Ltd.
[Reason for nomination as candidate for Director]
Ms. Miyoko Ueda has a wealth of experience and wide-ranging insights in the Company’s business through herpractice in the accounting division of the Company. The Company judges that she is capable of appropriately
performing her duties of Director serving as an Audit and Supervisory Committee Member, and has thus nominatedher as a candidate for Director serving as an Audit and Supervisory Committee Member.
April 1977
Joined Nippon Life Insurance Company
April 2003
General Manager, Finance and Sales Office, Tokai Area
Corporate Finance Department
April 2011
Seconded to Nissay Credit Guarantee Co., Ltd.
General Manager, Nagoya BranchSatoru Yasui
April 2013
Transferred to Nissay Credit Guarantee Co., Ltd.
(January 15, 1954)
March 2014
Retired from Nissay Credit Guarantee Co., Ltd.
June 2014
Appointed as Director, the Company
June 2019
Appointed as Director (Audit and Supervisory
Committee Member)(To the present)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Satoru Yasui has a wealth of experience and wide-ranging insights in the insurance business as well as highly
professional expertise as a labor and social security attorney, and has appropriately supervised the management of
the Company as an Outside Director. The Company appreciates his experience and capabilities, and expects that hewill continue to objectively supervise and provide advice on overall management from a legal point of view from an
independent standpoint. Therefore, the Company has nominated him as a candidate for Outside Director serving asan Audit and Supervisory Committee Member. Although he has never been involved in corporate management
except as an Outside Director, the Company has judged that he is capable of adequately performing his duties as an
Outside Director for the above reasons.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1975

3

4

Number ofshares of theCompany held

Joined the Tokai Bank, Ltd. (currently MUFG Bank,
Ltd.)
November 1993 General Manager, Sakuradai Branch
November 1998 General Manager, Kurokawa Branch
April 2000
General Manager, Sales 1 Department, Toyota Branch
February 2002 Seconded to JAPAN TECSEED CO., LTD. (currently
PERSOL RESEARCH & DEVELOPMENT CO., LTD.)
April 2003
Joined JAPAN TECSEED CO., LTD.
General Manager, Corporate Management Department
June 2003
Appointed as Director; General Manager, Corporate
Noboru Kondo
Management Department(October 8, 1952)
April 2009
Appointed as Managing Director
In charge of Corporate Management Department,
Corporate Planning Department, Administration
Department and Operations Management Office
April 2014
Appointed as Director and Advisor
June 2014
Retired as Director
June 2015
Appointed as Director, the Company
June 2019
Appointed as Director (Audit and Supervisory
Committee Member)(To the present)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Noboru Kondo has specialized knowledge in the finance business as well as a wealth of experience andwide-ranging insights related to corporate management, and has appropriately supervised the management of theCompany as an Outside Director. The Company appreciates his experience and capabilities, and expects that he willcontinue to objectively audit and provide advice on overall management from an independent standpoint. Therefore,
the Company has nominated him as a candidate for Outside Director serving as an Audit and Supervisory Committee
Member.
April 1993
Joined The Long-Term Credit Bank of Japan, Limited(currently Shinsei Bank, Limited)
October 1998 Seconded to Broadcasting Bureau, the Ministry of Posts
and Telecommunications (currently the Ministry ofInternal Affairs and Communications)
December 2000 Public Finance Headquarters, Shinsei Bank, Limited
April 2011
Industry Innovation Support Office
Yasuyuki Koshikawa
December 2012 Retired from Shinsei Bank, Limited(May 14, 1967)
September 2012 Established Cincuenta Corporation
Appointed as Representative Director (incumbent)
June 2016
Appointed as Corporate Auditor, the Company
June 2019
Appointed as Director (Audit and Supervisory
Committee Member)(To the present)[Significant concurrent positions]Representative Director, Cincuenta Corporation[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Yasuyuki Koshikawa has a wealth of experience and wide-ranging insights in the banking business and financial
consulting business, and has appropriately supervised the management of the Company as an Outside Director. The
Company appreciates his experience and capabilities, and expects that he will continue to objectively supervise andprovide advice on overall management from an independent standpoint. Therefore, the Company has nominated him
as a candidate for Outside Director serving as an Audit and Supervisory Committee Member.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined The Kyowa Bank, Ltd. (currently Resona Bank,
Limited.)General Manager, Atsuta Branch, The Asahi Bank, Ltd.
April 2002
(currently Resona Bank, Limited.)
Joined KANEFUSA CORPORATION
April 2007
Hitoshi Suzuki
General Manager, Business Management Department
August 2007
(January 7, 1956)
Appointed as Director and General Manager, General
June 2011
Affairs Department
5
Appointed as Managing Director
June 2012Retired from KANEFUSA CORPORATION
June 2020(New)(To the present)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Hitoshi Suzuki has specialized knowledge in the finance business as well as a wealth of experience andwide-ranging insights and abilities related to corporate management obtained in management in the manufacturingindustry. The Company appreciates his experience and capabilities, and expects that he will objectively supervise
and provide advice on overall management from an independent standpoint. Therefore, the Company has nominatedhim as a candidate for Outside Director serving as an Audit and Supervisory Committee Member.
April 1980

(Notes)1. There are no special interests between any of the candidates and the Company.
2. Messrs. Satoru Yasui, Noboru Kondo, Yasuyuki Koshikawa and Hitoshi Suzuki are candidates for Outside Director. Mr.
Satoru Yasui’s term of office as Outside Director will be seven years and his term of office as Outside Director serving
as an Audit and Supervisory Committee Member will be two years at the conclusion of this General Meeting of
Shareholders. Mr. Noboru Kondo’s term of office as Outside Director will be six years and his term of office as
Outside Director serving as an Audit and Supervisory Committee Member will be two years at the conclusion of this
General Meeting of Shareholders. Mr. Yasuyuki Koshikawa’s term of office as Outside Director serving as an Audit
and Supervisory Committee Member will be two years at the conclusion of this General Meeting of Shareholders.
3. Messrs. Satoru Yasui, Noboru Kondo and Yasuyuki Koshikawa are currently Independent Directors as prescribed by
the regulations of Tokyo Stock Exchange, Inc. The Company intends to continue to register them as Independent
Directors.
4. Mr. Hitoshi Suzuki satisfies the requirements of Independent Director as prescribed by the regulations of Tokyo Stock
Exchange, Inc. If his appointment is approved, the Company intends to register him with the Exchange as an
Independent Director.
5. 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 2021.
6. The Company has entered into an agreement with Ms. Miyoko Ueda, Messrs. Satoru Yasui, Noboru Kondo andYasuyuki Koshikawa to limit their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act,
pursuant to the provisions of Article 427, Paragraph 1 of the same Act. The maximum amount of liability for damages
pursuant to the said agreement shall be the minimum amount as stipulated in Article 425, Paragraph 1 of theCompanies Act. If the appointment of each of the candidates as Director or Outside Director serving as an Audit andSupervisory Committee Member is approved, the Company intends to enter into a liability limitation agreement withthe same terms and conditions as said liability limitation agreement.
7. The Company intends to enter into an agreement with Mr. Hitoshi Suzuki to limit his liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, Paragraph 1 ofthe same Act. The maximum amount of liability for damages pursuant to the said agreement shall be the minimum
amount as stipulated in Article 425, Paragraph 1 of the Companies Act. If his appointment as Outside Director serving
as an Audit and Supervisory Committee Member is approved, the Company intends to enter into a liability limitationagreement with the same terms and conditions as the said liability limitation agreement.

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