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 8, 2021
To our shareholders:
Toru Kashima
Representative Director and President

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

Notice of the 31st Annual General Meeting of Shareholders
The 31st 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 23, 2021 (JST) to exercise yourvoting rights.
1. Date and Time:Thursday, June 24, 2021, 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 31st
fiscal year (from April 1, 2020 to March 31, 2021), 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 31st fiscal year (from April
1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1 Election of Five Directors
Proposal No. 2 Election of One Substitute Audit & Supervisory Board Member
Proposal No. 3 Authorization for the Board of Directors of the Company to Determine Offering
Terms for Share Acquisition Rights Issued as Medium-Term Management PlanLinked Stock Options
Proposal No. 4 Determination of Details and Calculation Methods for Share Acquisition Rights
Allotted to Directors as Consideration for Performance of Their Duties(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.srahd.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 13 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, smartphone or mobile phone and enter your approval ordisapproval of the proposals.
Exercise due date:No later than 5:30 p.m. on Wednesday, June 23, 2021 (JST)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 postage is needed.)
Exercise due date:
To be received no later than 5:30 p.m. on Wednesday, June 23, 2021 (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 24, 2021, 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 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, smartphone, or other mobile
phone. 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

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

3

Name
(Date of birth)

Toru Kashima(July 28, 1952)

Katsumi Ohkuma(April 11, 1963)[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. 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)

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)

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)-5-

Number of theCompany’s
shares owned

85,900 shares

5,400 shares

1,900 shares

Candidate
No.

4

Name
(Date of birth)[Candidate for outside
Director]
Hirotaka Ohashi(January 24, 1952)

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

Number of theCompany’s
shares owned–

Deputy General Manager of Business
Development Division*5[Candidate for outside
Director]
Yutaka Fujiwara
July 19, 1963

Nov. 2013

Administrative Officer and General Manager
of Marine Business Promotion Department

June 2018

Senior Advisor of Mitsui E&S Systems
Research Inc. (current position)

June 2019

Outside Director of the Company (current
position)

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)
Advisor of Frontier Management Inc.
(current position)
Vice Chairman of The Outlook Foundation(current position)-6-–

(Notes) 1. An asterisk represents a new candidate for Director.
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 the number of shares owned as of the end of
the fiscal year under review (March 31, 2021).
4. Reasons for the election of each candidate nominated 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 Company’s
subsidiary 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.
5. Reasons for the election of each candidate nominated for outside Director and the 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 performing proper supervision of the Company’s
management based on his knowledge and experience from an objective standpoint. Accordingly, theCompany has nominated him again as a candidate for outside Director. In addition, if he is elected, he will
be involved in nomination of candidates for officer and decision on remuneration for officers of theCompany as a member 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 performing proper supervision of 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 nomination ofcandidates for officer and decision on remuneration for officers of the Company as a member of theNomination and Remuneration Committee from a neutral and objective standpoint.
(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 as a
candidate for outside Director as it decided that he will perform proper supervision of 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 nomination of candidates
for officer and decision on remuneration for officers of the Company as a member of the Nomination andRemuneration Committee from a neutral and objective standpoint.
6. Masafumi Narikawa and Hirotaka Ohashi are currently outside Directors of the Company, and at the conclusionof this meeting, their tenures as outside Director will have been six years and two years, respectively.
7. Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara 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 past ten years.
8. 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.
9. Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara 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.
10. 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-7-(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
11. 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 and Hirotaka Ohashi, and if their re-election is approved,
this agreement shall remain in effect. In addition, if the election of Yutaka Fujiwara 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.
12. 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, and claims
made related to pursuit of the said responsibility (however, excluding cases corresponding to certain excuses, suchas 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 to renew the said
insurance contract with the same contents at the next renewal.
13. The Company has submitted notification to Tokyo Stock Exchange, Inc. that candidates for outside Director
Masafumi Narikawa and Hirotaka Ohashi have been appointed as independent officers as prescribed by the
aforementioned exchange. If they are re-elected, the Company plans for them to continue in their role as
independent officers. In addition, Yutaka Fujiwara is a relative of the founder’s family, but does not own the
Company’s shares directly. The founder’s family also does not fulfill the criterion of the 10% ownership rate,
which is a criterion of a major shareholder, and meets the requirements of independent officer as prescribed 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 for the election of
independent outside Directors based on the election criteria for outside officers released by the Japan Associationof 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 inparticular within the election criteria, a “major business partner” is defined as a company whose payments to the
SRA Group or payments received from the SRA Group are 2% or more of consolidated net sales in the mostrecent fiscal year and the three years prior (i.e., the past four fiscal years including the most recent).
14. The election criteria for outside Directors and independent outside Directors of the Company are published in thereport related to corporate governance.
15. The Company has established a Nomination and Remuneration Committee as an advisory body to the Board of
Directors. This Committee consists of two independent outside Directors and the Representative Director, for a
total of three members, with candidate for outside Director Masafumi Narikawa serving as chairperson. Please
note that if candidates are elected and assume office as Director, this Committee will consist of four members intotal, including three independent outside Directors and the Representative Director.

-8-

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
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 BizInTech
Co., Ltd.)

Nov. 2008

General Manager of Finance Department,
Administration Division of the Company

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, 2021).
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 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 12 on page 8 of this Reference Documents for General
Meeting of Shareholders.

-9-Proposal No. 3

Authorization for the Board of Directors of the Company to Determine Offering
Terms for Share Acquisition Rights Issued as Medium-Term Management PlanLinked Stock Options

Pursuant to the provisions of Article 236, Article 238 and Article 239 of the Companies Act, the Company
requests approval for the authorization of the Board of Directors of the Company to determine the offeringterms for share acquisition rights.
In order to raise motivation and morale in relation to achieving the targets of the medium-term management
plan, running from the 30th fiscal year (ended March 31, 2020) to the 32nd fiscal year (ending March 31,2022), and to assist in the further enhancement of corporate value over the medium to long term, the Group
proposes to issue share acquisition rights as stock options to directors (excluding outside directors) andemployees of the Company, as well as to directors, executive officers, and employees of subsidiaries of theCompany. The condition for exercising these share acquisition rights shall be to achieve the medium-term
management plan targets of consolidated ordinary profit of at least ¥5.7 billion or profit attributable to ownersof parent of at least ¥3.4 billion for the 32nd fiscal year (ending March 31, 2022), which is the final year of
said plan.
In addition to the above objectives, the number of shares issued by exercising these share acquisition rights
accounts for up to 1.3% of the total number of shares already issued, which means a minor dilution rate.
Accordingly, the Company has decided that the granting of these stock options is appropriate.
Moreover, the resolution for this proposal shall come into effect on the approval by this General Meeting of
Shareholders of Proposal No. 4, “Determination of Details and Calculation Methods for Share Acquisition
Rights Allotted to Directors as Consideration for Performance of Their Duties,” described below. In addition,
this proposal has been decided by the Board of Directors after deliberation of the Nomination andRemuneration Committee.
1. Details, maximum number, consideration and name of share acquisition rights for which the Board of
Directors may determine offering terms, based on the authorizing resolution of this meeting(1) Details of share acquisition rights(i)Class and number of shares underlying the share acquisition rights
The class of the shares underlying the share acquisition rights shall be common shares, and thenumber of underlying shares for one share acquisition right (hereinafter, “number of shares
granted”) shall be 200. Also, in the event that the Company conducts a share split of commonshares (including an allotment of shares without contribution), or a consolidation of shares, thenumber of shares granted shall be adjusted in accordance with the following computation.
However, this adjustment shall be performed only in relation to the number of shares granted for
those share acquisition rights that have not been exercised at that point in time, and resulting
fractions of less than one share shall be discarded.
Number of shares granted after adjustment= Number of shares granted before adjustment × Split/consolidation ratio

In addition, in cases where the Company carries out a merger with another company in which theCompany is the surviving corporation, or in cases where the Company performs a share exchangewith another company resulting in the Company becoming a wholly owning parent company, orin other cases corresponding to these in which an adjustment to the number of shares granted
should be performed, the Company may adjust the number of shares granted, as necessary and to
the extent reasonable.
(ii)

Amount to be paid in upon exercise of share acquisition rights
The amount that must be paid in upon exercise of one share acquisition right shall be the exercise
price per share as determined below (hereinafter, “exercise price”), multiplied by the number ofshares granted per share acquisition right.
The exercise price shall be derived by multiplying the average closing price for common sharesof the Company on the Tokyo Stock Exchange for each day (excluding days on which notransactions were completed) of the month before the month containing the date on which shareacquisition rights were allotted, by 1.1 (fractions of less than ¥1 shall be rounded up). However,in the event that the amount is less than the closing price on the date on which share acquisitionrights are allotted (in cases where no transactions were completed, the most recent date for which
there is a closing price), said closing price shall be used as the exercise price.
Also, in cases where the Company conducts a share split or a share consolidation, the exercise- 10 -

price shall be adjusted in accordance with the following computation, and resulting fractions ofless than ¥1 shall be rounded up.
Exercise price after adjustment= Exercise price before adjustment ×

1
Split/consolidation ratio

In addition, in cases where new shares are issued at below market price, or when treasury sharesare disposed of (excluding cases in which new shares are issued as a result of the exercise ofshare acquisition rights), the exercise price shall be adjusted in accordance with the following
computation, and resulting fractions of less than ¥1 shall be rounded up.
Exercise price
Exercise price=×
after adjustment
before adjustment

Number of new
Amount to be paid
×shares issued
in per share
Share price before new shares issued
Number of shares already issued + Increase in number ofshares resulting from new shares issued

Number of shares+already issued

In the above computation, “Number of shares already issued” shall mean the total number ofshares already issued by the Company after subtracting the number of treasury shares held by theCompany. In cases where treasury shares are disposed of, “new shares issued” shall be read as“treasury shares disposed of,” and “Amount to be paid in per share” shall be read as “Disposal
price per share.”Furthermore, in cases where the Company carries out a merger with another company in which
the Company is the surviving corporation, or in cases where the Company performs a shareexchange with another company resulting in the Company becoming a wholly owning parent
company, or in other cases corresponding to these in which an adjustment to the exercise priceshould be performed, the Company may adjust the exercise price as appropriate, as necessary andto the extent reasonable.
(iii) Exercise period for share acquisition rights
From July 1, 2022 to June 30, 2024.
(iv) Matters relating to the amount by which share capital and legal capital surplus increase in cases
where shares are issued as a result of the exercise of share acquisition rights[1] The amount by which share capital increases in cases where shares are issued as a result of
the exercise of share acquisition rights shall be 1/2 of the maximum amount of increase inshare capital, etc., calculated in accordance with Article 17, paragraph (1) of the Regulation
on Corporate Accounting, with resulting fractions of less than ¥1 being rounded up.
[2] The amount by which legal capital surplus increases in cases where shares are issued as aresult of the exercise of these share acquisition rights shall be the maximum amount of
increase in share capital described in [1] above, after subtracting the increase in the amountof share capital calculated in accordance with [1] above.
(v)

Matters relating to the transfer of share acquisition rights
The acquisition of share acquisition rights by transfer shall require the approval by resolution of
the Board of Directors of the Company.

(vi) Conditions for the acquisition of share acquisition rights
In cases where acts prescribed in Article 236, paragraph (1), item (viii), sub-items (a) through (e)of the Companies Act are carried out, the Company may acquire all of the share acquisition rights
without contribution.
(vii) Matters relating to the delivery of share acquisition rights during a reorganization
In cases where the Company carries out acts prescribed in Article 236, paragraph (1), item (viii),
sub-items (a) through (e) of the Companies Act, it shall deliver to holders of share acquisitionrights in the Company share acquisition rights in the party prescribed in sub-items (a) through (e)(hereinafter, “the surviving company, etc.”). However, for mergers, absorption-type company
splits and share exchanges, this shall be conditional upon the approval of the respective
counterparties in the merger agreement, absorption-type company split agreement and the shareexchange agreement.
In addition, the number of shares granted for share acquisition rights delivered in the surviving
company, etc., and the exercise price, shall be proportional to the allotment ratio, with the other- 11 -

details of the share acquisition rights to be equivalent to the share acquisition rights in the
Company, although the Company may modify these as appropriate, at its own discretion.
(viii) Conditions for the exercise of share acquisition rights[1] Share acquisition rights may be exercised only in the event that ordinary profit is at least ¥5.7
billion, or profit attributable to owners of parent is at least ¥3.4 billion, in the finalized
consolidated statement of income for the 32nd fiscal year (ending March 31, 2022)(hereinafter, “exercise benchmark target value”). However, in cases where dramatic changes
have occurred in the business environment, etc., the exercise benchmark target value may bechanged within a range of ±30% by resolution of the Board of Directors.
[2] When exercising share acquisition rights, the share acquisition rights may not be exercisedby any persons other than directors or employees of the Company, or directors, executive
officers, or employees of subsidiaries of the Company. However, this shall not apply in cases
where a director resigns at the expiration of their terms of office, or retires at mandatory
retirement age, or when there are other legitimate grounds.
[3] Inheritance of share acquisition rights shall not be recognized.
[4] The Board of Directors may attach other conditions as necessary. However, conditions
attached by the Board of Directors shall come into effect only in cases where they are set out
in a “Share Acquisition Rights Allotment Agreement” concluded between the Company anda person being allotted share acquisition rights.
(2) Upper limit to the number of share acquisition rights
The upper limit for the number of share acquisition rights shall be 1,000, of which the number ofshare acquisition rights allotted to directors of the Company shall be no more than 150.
The total number of shares that may be delivered as a result of the exercise of share acquisition rights
shall be limited to 200,000 shares of the common shares of the Company, and in cases where thenumber of shares associated with the share acquisition rights is adjusted in accordance with (1) above,
it shall be the adjusted number of shares associated with the share acquisition rights multiplied by
the maximum number of share acquisition rights above.
(3) Consideration for share acquisition rights
No money need be paid in.
(4) Name of share acquisition rights
SRA Holdings, Inc. 19th Share Acquisition Rights
2. Reason for Need to Solicit Persons to Receive Share Acquisition Rights with Particularly Favorable
Conditions
In order to raise motivation and morale, it is necessary to not require consideration for share acquisitionrights.

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Proposal No. 4

Determination of Details and Calculation Methods for Share Acquisition Rights
Allotted to Directors as Consideration for Performance of Their Duties

In the event that Proposal No. 1, “Election of Five Directors” is approved in its original form, the number of
directors of the Company shall be five, of whom three will be outside directors. The Company requests
approval for the details and calculation methods in the event that share acquisition rights are allotted todirectors (excluding outside directors) as consideration for performance of their duties.
With regard to the details of the share acquisition rights, assuming that the above-mentioned Proposal No. 3“Authorization for the Board of Directors of the Company to Determine Offering Terms for Share Acquisition
Rights Issued as Medium-Term Management Plan-Linked Stock Options” is approved, the calculation
method shall be one prescribed in ASBJ Statement No. 8 “Accounting Standard for Share-based Payment,”
published by the Accounting Standards Board of Japan on December 27, 2005, or a method prescribed inother accounting rules relating to the evaluation of share acquisition rights.

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