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 5, 2023
(Start date of measures for electronic provision: May 31, 2023)
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 43RD 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 43rd 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 takes measures for electronic
provision and posts the matters subject to measures for electronic provision on the following website on theInternet as the “Notice of the 43rd Ordinary General Meeting of Shareholders.” We will send paper-based
documents of such information to all shareholders as usual regardless of whether or not the delivery of
paper-based documents is requested based on the Companies Act.
(1) Company’s website
The matters subject to measures for electronic provision are posted on the following website as the“Notice of the 43rd 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 the
information.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
Although movement restrictions have been eased and social and economic activities have normalized, we
encourage our shareholders to make prudent decisions. Please consider refraining from attending the meetingon the day of the meeting as one option and exercising your voting rights in advance either in writing or via
electromagnetic method (via the internet, etc.) in order to prevent the spread of COVID-19.
Please 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 Thursday, June 22, 2023, Japan time.

-1-1. Date and Time:

Friday, June 23, 2023 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
43rd Fiscal Year (April 1, 2022 - March 31, 2023) 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 43rd Fiscal Year
(April 1, 2022- March 31, 2023)
Proposals to be resolved:
Proposal 1:
Election of Six Directors (excluding Directors serving as Audit and Supervisory
Committee Members)
Proposal 2:
Election of Five Directors serving as Audit and Supervisory Committee
Members
Proposal 3:
Election of One Substitute Director serving as an Audit and Supervisory
Committee Member
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 (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 Thursday, June 22, 2023, 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 22, 2023,
Japan time.
◎ The paper-based documents sent to shareholders serve as documents containing the matters subject to measures for electronic

provision based on the request for paper-based delivery. In accordance with the provisions of laws and regulations as well as
Article 16 of the Company’s Articles of Incorporation, following items are not stated in such documents. Therefore, thepaper-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.

-2-

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

Election of Six 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,
with the increase of one Director to further enhance the management system, the election of six Directors(excluding Directors serving as Audit and Supervisory Committee Members) is proposed. From theperspective 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 Committee
Members) are as follows.
No.

Name
(Date of birth)

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

1

2

Number ofshares of theCompany held

Joined Computer Services Corporation (currently SCSKCorporation)
March 1981
Established the Company
Appointed as Representative Director and President
Toshiyuki Yamada
1,367,600
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.
August 1984
Joined the Company
April 1998
General Manager, System Engineering Department
June 2000
Appointed as Operating Officer
Hiroshi Hirayama
February 2005 Appointed as Director
56,928(November 20, 1959)
July 2019
Appointed as Representative Director and President(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.

-3-

No.

Name
(Date of birth)

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

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
14,500In charge of System Development 1 Department and(November 20, 1961)
Osaka Branch
June 2018
Appointed as Director
3(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 division of the Company. The Company judges that her wealth of experience, wide-ranging insights andstrong leadership are essential to the continuous promotion of business expansion in the future as well, and has thus
nominated her as a candidate for Director.
April 1984
Joined Trio System Plans Co., Ltd.
December 1986 Joined the Company
April 2006
General Manager, System Engineering 2 Department
Masaaki Akiyama
April 2015
Appointed as Operating Officer
17,700(September 10, 1963)
In charge of System Development 2 Department andSystem Development 3 Department
June 2019
Appointed as Director
4(To the present)[Reason for nomination as candidate for Director]
Mr. Masaaki Akiyama 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 1986
Joined Daiwa Calculation Center, Ltd. (currently Daiwa
Systems-Create, Ltd.)
June 1988
Joined the Company
April 2007
General Manager, System Engineering 2 Department
Takafumi Watanabe
April 2013
General Manager, Tokyo Branch
15,900(July 8, 1964)
April 2015
Appointed as Operating Officer
In charge of Tokyo Branch and ilii Solution Department
5
June 2019
Appointed as Director(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 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 1995
Joined the Company
April 2013
General Manager, System Development 3 Department
April 2018
Operating Officer and Division Manager, Automotive
Kazutomo Isozumi
System Business Department
12,100(September 16, 1972)
January 2022
Operating Officer and Manager, Manufacturing System
6
Business Department(To the present)(New)[Reason for nomination as candidate for Director]
Mr. Kazutomo Isozumi 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.
(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 2023.

-4-

Proposal 2:

Election of Five Directors serving as Audit and Supervisory Committee Members

The terms of office of all five Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Mr. Noboru Kondo will retire due to the
expiration of his term at the conclusion of this General Meeting of Shareholders. Accordingly, the election offive 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
February 2005 Appointed as Director
Miyoko Ueda
April 2014
Director
58,680(September 20, 1950)
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.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1993

3

4

Number ofshares of theCompany held

Joined The Long-Term Credit Bank of Japan, Limited(currently SBI 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, SBI Shinsei Bank, Limited
April 2011
Industry Innovation Support Office
December 2012 Retired from Shinsei Bank, Limited
Yasuyuki Koshikawa
September 2012 Established Cincuenta Corporation(May 14, 1967)
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.
April 1980
Joined The Kyowa Bank, Ltd. (currently Resona Bank,
Limited.)April 2002
General Manager, Atsuta Branch, The Asahi Bank, Ltd.
(currently Resona Bank, Limited.)
April 2007
Joined KANEFUSA CORPORATION
August 2007
General Manager, Business Management Department
Hitoshi Suzuki
June 2011
Appointed as Director and General Manager, General(January 7, 1956)
Affairs Department
June 2012
Appointed as Managing Director
June 2020
Retired from KANEFUSA CORPORATION
June 2021
Appointed as Director (Audit and Supervisory
Committee Member)(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 continue to objectively
supervise 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.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined Sugiura Masayasu Tax Accountant Office(currently Aoi General Tax Accountant Office)Registered as a Certified Public Tax Accountant, Nagoya
May 1996
Certified Public Tax Accountant Association
Harumi Suzuki(Registration Number: 82797)(March 12, 1970)
Established Suzuki Harumi Tax Accountant Office
April 2000
-Part-time lecturer, Graduate School, Meijo University(To the present)
5[Reason for nomination as candidate for Outside Director and expected roles](New) Ms. Harumi Suzuki has specialized knowledge as a Certified Public Tax Accountant as well as a wealth ofexperience and wide-ranging insights and abilities obtained as an educator. The Company appreciates her experienceand capabilities, and expects that she will objectively supervise and provide advice on overall management from an
independent standpoint. Therefore, the Company has nominated her as a candidate for Outside Director serving as an
Audit and Supervisory Committee Member. Although she has never been directly involved in corporate
management, the Company has judged that she is capable of adequately performing her duties as an Outside Director
because she is well versed in corporate finance and has insight into corporate governance as a Certified Public Tax
Accountant.
April 1994

(Notes)1. There are no special interests between any of the candidates and the Company.
2. Messrs. Satoru Yasui, Yasuyuki Koshikawa, Hitoshi Suzuki and Ms. Harumi Suzuki are candidates for Outside
Director. Mr. Satoru Yasui’s term of office as Outside Director will be nine years and his term of office as Outside
Director serving as an Audit and Supervisory Committee Member will be four years at the conclusion of this General
Meeting of Shareholders. Mr. Yasuyuki Koshikawa’s term of office as Outside Director serving as an Audit andSupervisory Committee Member will be four years at the conclusion of this General Meeting of Shareholders. Mr.
Hitoshi Suzuki’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, Yasuyuki Koshikawa and Hitoshi Suzuki 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.
The Company also intends to register Ms. Harumi Suzuki as an Independent Director.
4. 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 2023.
5. The Company has entered into an agreement with Ms. Miyoko Ueda, Messrs. Satoru Yasui, Yasuyuki Koshikawa andHitoshi Suzuki 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.
The Company also intends to enter into an agreement with Ms. Harumi Suzuki to limit her liability for damages.

-7-

Proposal 3:

Election of One Substitute Director serving as an Audit and Supervisory Committee Member

The election of one Substitute Director serving as an Audit and Supervisory Committee Member is
proposed in preparation for a vacancy in the number of Directors who are Audit and Supervisory Committee
Members as provided for in the laws and regulations.
Furthermore, the Audit and Supervisory Committee has given its approval to this proposal in advance.
The candidate for Substitute Director serving as an Audit and Supervisory Committee Member is asfollows:
Name(Date of birth)

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

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 CROSS TECHNOLOGY CO., LTD.)
April 2003
Joined JAPAN TECSEED CO., LTD.
General Manager, Corporate Management Department
Noboru Kondo
June 2003
Appointed as Director; General Manager, Corporate(October 8, 1952)
Management Department
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)[Reason for nomination as candidate for Substitute Outside Director]
Mr. Noboru Kondo has a wealth of experience and wide-ranging insights related to corporate management. The
Company judges that he is capable of adequately performing his duties as an Outside Director serving as an Audit
and Supervisory Committee Member. Therefore, the Company has nominated him as a candidate for SubstituteOutside Director serving as an Audit and Supervisory Committee Member.

(Notes)1. There are no special interests between Mr. Noboru Kondo and the Company.
2. Mr. Noboru Kondo is a candidate for Substitute Outside Director serving as an Audit and Supervisory Committee
Member. Mr. Noboru Kondo’s term of office as Outside Director will be eight years and his term of office as Outside
Director serving as an Audit and Supervisory Committee Member will be four years at the conclusion of this General
Meeting of Shareholders.
3. 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 2023.
4. If Mr. Noboru Kondo takes office as Outside Director serving as an Audit and Supervisory Committee Member, theCompany intends to enter into an agreement with him 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 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 the Companies Act. The Company also intends to register him with the Tokyo Stock
Exchange, Inc. as an Independent Director.

-8-

[Reference]

Finance, Accounting

Legal Affairs,
Risk Management

Information Technology,
Digital Transformation Technology

Sales,
MarketingToshiyuki Yamada

Representative Director
and Chairman

●

●

●

Hiroshi Hirayama

Representative Director
and President●●

Mie Umemoto

Director●●●

Masaaki Akiyama

Director●●●

Takafumi Watanabe

Director●●●

Kazutomo Isozumi

Director

●

●

●

Name

Miyoko Ueda
Satoru Yasui
Yasuyuki Koshikawa
Hitoshi Suzuki
Harumi Suzuki
Noboru Kondo

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
Substitute Director,
Audit and Supervisory
Committee Member

Outside,Independent

●

●

●
●

●

●

Outside,Independent●●

Outside,Independent
Outside,Independent●●

Outside,Independent

HR*

Corporate Management

Director Skill Matrix
The expected fields for each Director to realize sustainable growth of the Group are defined as following
six fields: 1. Corporate Management, 2. 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.

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

-9-