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 10, 2024
To our shareholders:
Katsumi Ohkuma
Representative Director and President

SRA Holdings, Inc.

2-32-8 Minami-Ikebukuro, Toshima-ku,
Tokyo

Notice of the 34th Annual General Meeting of Shareholders
The 34th Annual General Meeting of Shareholders of SRA Holdings, Inc. (the “Company”) will be held forthe purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
in electronic format (matters subject to measures for electronic provision), and has posted the information on
the Company website, so please access the website below to view the information.
The Company website https://www.sra-hd.co.jp/ir/gm/index.html (in Japanese)(Access the website above to view information.)
In addition to the Company website, matters subject to measures for electronic provision are posted on theTokyo Stock Exchange (TSE) website below as well.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “SRA Holdings” in “Issue name(company name)” or the Company’s securities code “3817” in “Code,” and click “Search,”, then, click “Basic
information” and select “Documents for public inspection/PR information,” and under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)Those unable to attend the meeting may exercise their voting rights online or in writing (by mail), in whichcase we ask that you review the attached Reference Documents for General Meeting of Shareholders andfollow the instructions in “Exercise of Voting Rights, etc.” on page 4 to cast your vote either by sending backthe voting form indicating your approval or disapproval of the proposals or entering your approval ordisapproval of the proposals on the voting website designated by the Company (https://evote.tr.mufg.jp/) nolater than 5:30 p.m. on Tuesday, June 25, 2024 (JST) to exercise your voting rights.

-1-1. Date and Time:

Wednesday, June 26, 2024, 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

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 34th
fiscal year (from April 1, 2023 to March 31, 2024), 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 34th fiscal year (from April
1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1 Election of Nine Directors
Proposal No. 2 Election of One Substitute Audit & Supervisory Board Member
4. Matters Concerning the Meeting:(1) Among the matters subject to measures for electronic provision, in accordancewith the provisions of laws and regulations and the Articles of Incorporation of
the Company, the following matters are not provided in the paper-based
documents delivered to shareholders who have made a request for delivery ofsuch documents. The Audit & Supervisory Board Members and the Financial
Auditors have audited the documents subject to audit, including the following
matters.
(i) “Main Businesses,” “Main Business Offices,” “Main Lenders,” “Other
Important Information on the Corporate Group,” “Status of Share Acquisition
Rights,” “Status of the Financial Auditor,” “System to Ensure theAppropriateness of Business,” “Overview of Status of System to Ensure theAppropriateness of Business” and “Basic Policy Concerning Control of theCompany” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated
Financial Statements” in the Consolidated Financial Statements(iii) “Non-consolidated Balance Sheet,” “Non-consolidated Statement of Income,”“Non-consolidated Statement of Changes in Equity,” and “Notes to the Nonconsolidated Financial Statements” in the Non-consolidated Financial
Statements(2) In cases where you exercise your voting rights both via the Internet, etc. and via
the voting form, your voting rights via the Internet, etc. shall take priority. Also,
if you exercise your voting rights via the Internet, etc. multiple times, only thelast vote shall be deemed valid.
(3) When there is no indication of approval or disapproval for a proposal on thevoting form when exercising voting rights in writing (by mail), the Company
shall treat it as a vote for approval.

-2-

(Matters concerning system for electronic provision)-If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of
the matters before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.
-Please check the details regarding matters subject to measures for electronic provision by accessing either of the websites
stated above.

-3-

Exercise of Voting Rights
Voting rights are the 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:
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 Tuesday, June 25, 2024 (JST)By submitting voting form by mailPlease indicate your approval or disapproval of the proposals on the voting form and return it to theCompany. (No postage is needed.)
Exercise due date:
To be received no later than 5:30 p.m. on Tuesday, June 25, 2024 (JST)By attending the general meeting of shareholders
Please submit the voting form to reception at the meeting venue.
Date and Time:
Wednesday, June 26, 2024, 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 2:30 a.m. to 4:30 a.m.)(2) In order to prevent unauthorized access (“spoofing”) by third parties other than shareholders and toprevent tampering with the contents of the voting, the “temporary password” can be changed to any
password on the voting right exercise website. 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.)* 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 log in using the QR code from your computer or smartphone. Pleasecontact 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.
[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

Election of Nine Directors

The terms of office of all seven directors shall expire at the conclusion of this General Meeting of
Shareholders.
Regarding the election of Directors, the Company proposes the election of nine Directors by increasing thenumber of Directors by two in order to further enhance the management structure, respond in a timely manner
to changes in the business environment, and to strengthen and diversify the functions of the Board of
Directors.
Moreover, the selection of candidates for Director was determined after it was passed through a process ofdeliberation and reporting by the voluntarily established Nomination and Remuneration Committee, whose
chairperson and a majority of committee members are independent outside Directors.
The candidates for Director are as follows:
Candidate
No.

Name

GenderPosition and responsibility
in the Company

Candidate attributes

1

Toru Kashima

Male

Representative Director andChairman

Reelection

2

Katsumi Ohkuma

Male

Representative Director,
Executive Officer andPresident

Reelection

3

Hiroyuki Uchida

Male

DirectorReelection

4

Masafumi Narikawa

Male

Outside Director

ReIndepenOutside
electiondent

5Hirotaka Ohashi

Male

Outside Director

ReIndepenOutside
electiondent

6

Yutaka Fujiwara

MaleOutside Director

ReIndepenOutside
electiondentManaging Executive Officer
Division Director of GroupManagement Strategy
Headquarters

New
election

7

Junji Hirata

Male

8

Yukina Fujimoto

FemaleNew
IndepenOutside
electiondent

9

Izumi Okoshi

FemaleNewelection

ReCandidate forelection re-election as Director

New Candidate for new
election election as Director

Outside-5-

Candidate foroutside Director

OutsideIndependent

Indepen Candidate fordent independent officer

Candidate
No.

Name
(Date of birth)

Toru Kashima(July 28, 1952)
Re-election
1

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

June 2016

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

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

June 2023

Representative Director and Chairman of theCompany (current position)

Number of theCompany’s
shares owned

101,500 shares[Reason for nomination as a candidate for Director]
Toru Kashima has extensive expertise and business experience overseas, and has extensive experience in thebusiness and company management of the Group, having served as Representative Director and President ofan overseas subsidiary, Representative Director and President of Software Research Associates, a major
subsidiary of the Company, in April 2003, Representative Director and President of the Company in June
2006, and Representative Director and Chairman of the Company since June 2023. The Company expects
him to use this experience to thoroughly fulfill the role as a Director in deciding on important matters andsupervising the execution of management of the Group, and has thus nominated him as a candidate tocontinue as a Director.

Katsumi Ohkuma(April 11, 1963)
Re-election
2

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

June 2016

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

June 2019

Managing Executive Officer of the Company

June 2023

Representative Director, Executive Officer
and President of the Company (current
position)

11,100 shares[Reason for nomination as a candidate for Director]
Katsumi Ohkuma has extensive experience in the business and company management of the Group, having
served as Representative Director and President of Advanced Integration Technology, a major subsidiary of theCompany, in 2009, Director of the Company in June 2014, and Representative Director and President of theCompany since June 2023, in addition to his extensive management experience and insight in thetelecommunications industry. The Company expects him to use this experience to thoroughly fulfill the role asa Director in deciding on important matters and supervising the execution of management of the Group, andhas thus nominated him as a candidate to continue as a Director.

-6-

Candidate
No.

Name
(Date of birth)

Hiroyuki Uchida(June 12, 1958)
Re-election

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

Joined FUJITSU FANUC Ltd. (Currently
FANUC Corporation)

Jan. 1994

General Manager of Servo Laboratory 1

June 1997

Director (Member of the Board), General
Manager of Servo Laboratory

Apr. 2001

Senior Vice President (Member of theBoard), General Manager of Servo
Laboratory

June 2006

Executive Vice President (Member of theBoard), General Manager of Servo
Laboratory

Sep. 2006

Executive Vice President (Director), General
Manager of Servo Laboratory, Assistant to
the Production Manager

Aug. 2009

Executive Vice President (Director), General
Manager of FA and ROBOMACHINE
Research and Sales

Oct. 2013

Senior Executive Vice President(Representative Member of the Board)
General Manager of ROBOMACHINE
Business Division

June 2016

Senior Executive Vice President and CTO(Representative Member of the Board),
General Manager of ROBOMACHINE
Business Division

June 2021

Senior Executive Vice President and CTO,
General Manager of ROBOMACHINE
Business DivisionNov. 2021

Earned a doctorate in engineering from theFaculty of Engineering at the University ofTokyo

Apr. 2023

Advisor to Software Research Associates,
Inc.

June 2023

Director of the Company (current position)

3

Number of theCompany’s
shares owned– shares[Reason for nomination as a candidate for Director]
Hiroyuki Uchida has specialist knowledge and extensive management experience, including having served as
Representative Director and Vice President of FANUC Corporation, engaged in the execution of business ofthe FA-related technology development division for many years, and obtained a doctorate in engineering froma university. The Company expects him to use this experience to thoroughly fulfill the role as a Director in
deciding on important matters and supervising the execution of management of the Group, and has thus
nominated him as a candidate to continue as a Director.

-7-

Candidate
No.

Name
(Date of birth)

Masafumi Narikawa(September 6, 1952)
Re-election
OutsideIndependent
4

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

Director and General Manager of Sales
Division

Sept. 2011

Managing Director

June 2015

Outside Director of the Company (current
position)

Number of theCompany’s
shares owned

3,100 shares[Reason for nomination as a candidate for outside Director and outline of their expected roles]
Masafumi Narikawa has served as Managing Director of a group company of Tokyo Electric Power Company,and has broad insight in the development of new business and extensive management experience. The company
expects him to use this experience to thoroughly fulfill the role to enhance the corporate governance of theCompany through monitoring and supervising the management of the Company from an independent
standpoint, as well as providing management advice in general, including on the development of strategic
businesses of the Company, has thus nominated him as a candidate to continue as an outside Director. In
addition, if he is elected, he will be involved in the nomination of candidates for officer and decision on
remuneration for officers of the Company as a member of the Nomination and Remuneration Committee froma neutral and objective standpoint.

-8-

Candidate
No.

Name
(Date of birth)

Hirotaka Ohashi(January 24, 1952)
Re-election
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1974

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

Number of theCompany’s
shares owned– shares

Deputy General Manager of Business
Development Division

5
Nov. 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)[Reason for nomination as a candidate for outside Director and outline of their expected roles]
Hirotaka Ohashi has extensive experience and specialist knowledge, including having served as Administrative
Officer of Mitsui Engineering & Shipbuilding Co., Ltd. (currently Mitsui E&S Co., Ltd.), has been engaged in
executing business in the company-wide planning strategy and new business development divisions for many
years, and has utilized his deep knowledge and skills in the mechatronics field to serve as a visiting professor ata university. The company expects him to use this experience to thoroughly fulfill the role to enhance thecorporate governance of the Company through monitoring and supervising the management of the Company
from an independent standpoint, as well as providing management advice in general, including on thedevelopment of strategic businesses of the Company, has thus nominated him as a candidate to continue as an
outside Director. In addition, if he is elected, he will be involved in the nomination of candidates for officer anddecision on remuneration for officers of the Company as a member of the Nomination and Remuneration
Committee from a neutral and objective standpoint.

-9-

Candidate
No.

Name
(Date of birth)

Yutaka Fujiwara(July 19, 1963)
Re-election
OutsideIndependent

6

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

Ministry of Foreign Affairs, working at
Embassy of Japan in Malaysia as Chief
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– shares

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

Outside Director of the Company (current
position)

Apr. 2022

Policy Advisor of Seven & i Holdings Co.,
Ltd. (current position)[Reason for nomination as a candidate for outside Director and outline of their expected roles]
Yutaka Fujiwara has extensive experience and specialist knowledge, such as expertise in the planning andimplementation of policies in the economic and industrial fields, particularly in institutional aspects through theestablishment and revision of various systems, cultivated while serving as a government official, and extensive
experience in the telecommunications field. Even after retirement, he has played a role in a general company,
providing appropriate advice and guidance on management activities. The company expects him to use thisexperience to thoroughly fulfill the role to enhance the corporate governance of the Company throughmonitoring and supervising the management of the Company from an independent standpoint, as well as
providing management advice in general, including on the development of strategic businesses of theCompany, has thus nominated him as a candidate to continue as an outside Director. In addition, if he iselected, he will be involved in the nomination of candidates for officer and decision on remuneration for
officers of the Company as a member of the Nomination and Remuneration Committee from a neutral andobjective standpoint.

- 10 -

Candidate
No.

Name
(Date of birth)

Junji Hirata(September 5, 1958)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

Joined Software Research Associates, Inc.

Apr. 2006

Director of SRA AMERICA, INC.
General Manager of Chubu Division,
Executive Officer of Software Research
Associates, Inc.

June 2010

Director and Executive Officer of Software
Research Associates, Inc.

Apr. 2015

General Manager of the Global Business
Strategy Office, Executive Officer ofSoftware Research Associates, Inc.
Representative Director and President of
SRA (Europe) B.V. (current position)

May 2016

Representative Director (CEO) of SRA
AMERICA, INC. (current position)

Oct. 2017

Representative Director and President of SoftRoad Apps DOO (current position)

Apr. 2018

General Manager of Group Management
Strategy Division, Executive Officer ofSoftware Research Associates, Inc.
General Manager of Administration Divisionof the Company

June 2018

Director of Software Research Associates,
Inc.

Apr. 2019

General Manager of Group Management
Strategy Division, Administration Divisionof the Company

June 2019

Managing Executive Officer of the Company(current position)

Jul. 2021

Representative Director and President ofSoftware Research Associates, Inc. (current
position)

Apr. 2022

Division Director of Group Management
Strategy Headquarters of the Company(current position)

New election
7

Number of theCompany’s
shares owned

13,400 shares[Reason for nomination as a candidate for Director]
Junji Hirata has specialized knowledge and extensive experience, having been engaged in executing business inthe system development and corporate planning divisions of the Company Group for many years, and having
served as Representative Director for many years at overseas subsidiaries in particular. He served as aManaging Executive Officer of the Company in June 2019, and as Representative Director and President ofSoftware Research Associates, a major subsidiary of the Company, from July 2021. The Company expects him
to use this experience to thoroughly fulfill the role as a Director in deciding on important matters andsupervising the execution of management of the Group, and has thus nominated him as a candidate for
Director.

- 11 -

Candidate
No.

Name
(Date of birth)
Yukina Fujimoto(January 24, 1963)
New election
OutsideIndependent

8

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

Joined BIGI. Co.,Ltd.

Apr. 1990

Joined Asaba Design Co. Ltd.

Apr. 1996

Joined Technical International Co., Ltd.
(currently Person’s Co., Ltd.)May 2004

Joined Producer Associates Co. Ltd.
(currently infusiondesign inc.) as a Branding
Producer

July 2008

Representative of tsumugi. (current position)

Number of theCompany’s
shares owned– shares[Reason for nomination as a candidate for outside Director and outline of their expected roles]
Yukina Fujimoto has extensive and broad specialist knowledge cultivated through many years of experience,such as being engaged in sales planning and consulting for many years, after which she launched her own
consultancy company to effectively utilize her knowledge, and continues to provide consulting services tocompanies in various industries to this day. The company expects her to use this experience to thoroughly
fulfill the role to enhance the corporate governance of the Company through monitoring and supervising themanagement of the Company from an independent standpoint, as well as providing management advice ingeneral, including on the development of strategic businesses of the Company, has thus nominated her as a
candidate for outside Director.
Although she does not have past experience in the management of a company, for the reasons outlined above,
the Company deems her to be capable of appropriately performing her duties as an outside Director.

- 12 -

Candidate
No.

9

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1989

Joined INSTITUTE FOR SOCIALENGINEERING, INC.

May 1995

Joined Warner Lambert Co. (currently Pfizer
Japan Inc.)

Jan. 1998

Joined DENTSU INC. (currently Dentsu
Group Inc.)

Jul. 2014
Izumi Okoshi(Apr. 29, 1964)

Senior Specialist and Full-time Director of
Business Creation Center

Jul. 2016

Executive Business Creation Director of
Business Creation Center

New election
OutsideIndependentOct. 2017

Executive Business Creation Director of
Business D&A Division

Jan. 2018

Executive Business Creation Director ofDentsu Innovation Initiative

May 2019

Executive Planning Director of Data
Technology Center

Mar. 2020

Director and Member of the Audit andSupervisory Committee of Dentsu GroupInc.

Apr. 2023

Executive Advisor

Apr. 2024

Executive Officer, CHANGE Holdings, Inc.
(current position)

Number of theCompany’s
shares owned– shares[Reason for nomination as a candidate for outside Director and outline of their expected roles]
Izumi Okoshi has served as a Director and Audit and Supervisory Committee Member of Dentsu Group Inc.,and not only has extensive experience and broad specialist knowledge from engaging for many years inexecuting business of corporate planning, business reform, and operation from the point of view of enhancing
corporate value, mainly in the solutions division, but also has knowledge of management audits. The company
expects her to use this experience to thoroughly fulfill the role to enhance the corporate governance of theCompany through monitoring and supervising the management of the Company from an independent
standpoint, as well as providing management advice in general, including on the development of strategic
businesses of the Company, has thus nominated her as a candidate for outside Director.
(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 the number of shares owned as of the end of
the fiscal year under review (March 31, 2024).
3. 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 nine years for Mr. Narikawa,
five years for Mr. Ohashi, and three years for Mr. Fujiwara.
4. Masafumi Narikawa, Hirotaka Ohashi, Yutaka Fujiwara, Yukina Fujimoto, and Izumi Okoshi are not persons
executing business for specified affiliated business operators or officers of the Company, and have not been
persons executing business for specified affiliated business operators or officers of the Company within the pastten years.
5. Masafumi Narikawa, Hirotaka Ohashi, Yutaka Fujiwara, Yukina Fujimoto, and Izumi Okoshi will neither receivea large amount of money or other 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.
6. Masafumi Narikawa, Hirotaka Ohashi, Yutaka Fujiwara, Yukina Fujimoto, and Izumi Okoshi are neither the
spouse of, nor are they relatives within three degrees related to, a business operator or an officer of the Company
or an entity that has a specified relationship with the Company, nor are they in a position corresponding thereto.
7. 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- 13 -

(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
8. 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 they are
re-elected, this agreement shall remain in effect. In addition, if the election of Yukina Fujimoto and Izumi Okoshi
is approved, the Company plans to enter into a similar limited liability agreement.
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.
9. The Company has entered into a liability insurance contract for officers with insurance companies pursuant to theprovisions of Article 430-3, paragraph (1) of the Companies Act to compensate damages that may be caused byresponsibility 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.
10. 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 the three candidates are re-elected, the Company plans for them tocontinue in their role as independent officers. Yukina Fujimoto and Izumi Okoshi meet the requirements of
independent officer as prescribed by the Tokyo Stock Exchange, Inc. If they are re-elected, the Company plans tosubmit notification that they have been appointed as an independent officer.
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 Group,” which is an important criteria in particular within the election criteria, a “major business
partner” is defined as a company whose payments to the Group or 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).
11. In February 2023, while Izumi Okoshi, a candidate for outside Director, was serving as a Director and Memberof the Audit and Supervisory Committee of Dentsu Group Inc., an employee of a subsidiary of the Dentsu Groupwas criminally charged by the Japan Fair Trade Commission on suspicion of violating the Antimonopoly Act andindicted by the Tokyo District Public Prosecutors Office in connection with bidding business for test events at the
Olympic and Paralympic Games Tokyo 2020. In addition, Dentsu Group was prosecuted as a corporation under
the Dual Criminal Liability Provisions of the same Act. Izumi Okoshi was not aware of said conduct in advance,and has appropriately monitored and supervised the execution of business from the perspective of compliance,
etc. with laws and regulations on a daily basis in the Board of Directors and the Audit and Supervisory Committee.
Following discovery of said incident, efforts were focused on supervising the appropriateness and validity inrelation to the internal investigation and the establishment of a third-party investigation committee, as well as
tackling the transformation and fostering of the company culture, organizational culture and climate as animportant issue at a global level.
12. Izumi Okoshi, a candidate for outside Director, is scheduled to be appointed as an outside Director serving as an
Audit and Supervisory Committee member of Toho Co., Ltd. subject to approval at the company’s ordinary
general meeting of shareholders to be held on May 23, 2024, and as an outside Director of Fuji Nihon Seito
Corporation subject to approval at the company’s ordinary general meeting of shareholders scheduled to be heldon June 25, 2024.
13. The election criteria for outside Directors and independent outside Directors of the Company are published in thereport related to corporate governance.
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, serves as the chairperson of this committee.

- 14 -

(Reference)
If Proposal 1 is approved at this General Meeting of Shareholders, the Board of Directors Skill Matrix of its
constituent members shall be as follows.
Expertise Possessed by Constituent Members of the Board of Directors
Name

Directors

Corporate
Management

Marketing

Sales

Business
Creation

Toru
Kashima

●

●

●

●

KatsumiOhkuma●●●●Hiroyuki
Uchida

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Junji
HirataMasafumi
Narikawa
Hirotaka
OhashiYutakaFujiwara●

YukinaFujimoto
Izumi
Okoshi
Audit andSupervisory
Board
Members

Sadafumi
Yamagiwa
KatsumiKitamura
Takahiro
Ueno

●

●

●

●

●

●

●

●

●
●

Industrial
Finances andInternational
Knowledge, IT
Accounting
●

●

●

●

●

●

●
●

●

●
●

●

(Note) The list above does not represent all knowledge and experience possessed by each Director.

- 15 -●●●●

Legal andGovernance●Proposal No. 2

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 decided
through voluntary deliberation and report 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)

Shigeru Yoshimura(July 5, 1954)

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

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

Number of theCompany’s
shares owned

500 shares

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 the number of shares owned as of the end of the
fiscal year under review (March 31, 2024).
3. Shigeru Yoshimura has been engaged in internal operations as General Manager of the Finance Department sincejoining the Company, then in auditing as General Manager of the Audit Office.
The Company deems him capable of performing his duties as a corporate auditor of the Company adequately
based on his knowledge and experience, and has thus nominated him as a candidate for substitute Audit &Supervisory Board Member. Prior to assuming office as Audit & Supervisory Board Member, Shigeru Yoshimura
will retire from the Company and Software Research Associates, Inc.
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 insurance companies pursuant to theprovisions of Article 430-3, paragraph (1) of the Companies Act. If the candidate is elected and assumes office as
Audit & Supervisory Board Member, he will be included as an insured in the said insurance contract. The
summary for the insurance contract is as stated in Note 9 of the aforementioned Proposal 1 “Election of Nine
Directors.”- 16 -