Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 3817
June 7, 2023
To our shareholders:
Toru Kashima
Representative Director and President

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

Notice of the 33rd Annual General Meeting of Shareholders
The 33rd 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 Wednesday, June 21, 2023 (JST) to exercise your voting rights.

-1-1. Date and Time:Thursday, June 22, 2023, 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 33rd
fiscal year (from April 1, 2022 to March 31, 2023), 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 33rd fiscal year (from April
1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1 Election of Seven Directors
Proposal No. 2 Election of One Substitute Audit & Supervisory Board Member
4. Matters Concerning the Meeting:(1) 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) Paper-based documents stating matters subject to measures for electronic
provision will be sent to all shareholders regardless of whether or not deliveryof paper-based documents has been requested for this General Meeting of
Shareholders. Among matters subject to measures for electronic provision, thefollowing matters are not included in the documents to be delivered inaccordance with laws and regulations and Article 14 of the Company’s Articles
of Incorporation.
Accordingly, these paper-based documents are part of the documents that wereaudited by the Audit & Supervisory Board Members and the Financial Auditor
in the course of the preparation of their respective audit reports.
(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(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.

-2-



(Request to shareholders)
Depending on the spread of COVID-19 and announcements by the government, 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/).

-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 12 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 Wednesday, June 21, 2023 (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 21, 2023 (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 22, 2023, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)[Please cooperate with us in exercising voting rights via the Internet](1) Please access the voting website (https://evote.tr.mufg.jp/), enter your login ID and temporary password
printed on the right-hand side of the voting form, and follow the instructions on screen to indicate yourapproval or disapproval of each proposal. (Not available from 2:00 a.m. to 5:00 a.m.)(2) Please be aware that, in order to prevent unauthorized access by persons other than shareholders andfalsification of votes, shareholders voting via the Internet will be asked to change their temporary
password on the voting website for the first time. The login ID and temporary password shall be effective
only for this General Meeting of Shareholders.
(3) By scanning the “QR code for login” given on the voting form using smartphones, you can automaticallyaccess the voting website and exercise your voting rights. (There is no need to enter the login ID andtemporary password.)* 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.
[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.
[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 Seven Directors

The terms of office of all five directors shall expire at the conclusion of this General Meeting of Shareholders.
In electing directors, the Company proposes increasing the number of directors by two to further strengthen
its management structure, for a total of seven 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

Name
(Date of birth)

Toru Kashima(July 28, 1952)
Re-election

2

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

Joined Software Research Associates, Inc.

July 1990

Representative Director and President of
SRA AMERICA, INC.

June 1996

Director of Software Research Associates,
Inc.

Apr. 2003

Representative Director and President

Apr. 2006

Executive Officer and President

June 2006

Representative Director and President of theCompany (current position)

June 2016

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

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

Apr. 1987

Joined IBM Japan, Ltd.

Feb. 2001

General Manager of Sales Department ofAdvanced Integration Technology, Inc.

Apr. 2006

Director and Senior Managing Executive
Officer

Apr. 2007
Katsumi Ohkuma(April 11, 1963)

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

Apr. 2008

Director and Vice President of Advanced
Integration Technology, Inc.

Re-election

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)-5-

Number of theCompany’s
shares owned

96,300 shares

5,600 shares

Candidate
No.

Name
(Date of birth)

Masafumi Narikawa(September 6, 1952)
3

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.)

Re-election
OutsideIndependent

4

June 2009Managing Director

June 2015

Outside Director of the Company (current
position)

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
Hirotaka Ohashi(January 24, 1952)

Assistant to General Manager of Machinery& Systems Business Division

Apr. 2009

General Manager of Business Planning
Department, Business Development DivisionRe-election

Oct. 2010

Visiting Professor of Nagaoka University ofTechnology

June 2011

Administrative Officer of Mitsui Engineering& Shipbuilding Co., Ltd. (currently Mitsui
E&S Co., Ltd.)

Outside2,700 shares

Director and General Manager of Sales
Division

Sept. 2011

Independent

Number of theCompany’s
shares owned

Deputy General Manager of Business
Development DivisionNov. 2013

Administrative Officer and General Manager
of Marine Business Promotion Department

June 2018

Senior Advisor of Mitsui E&S Systems
Research Inc.

June 2019

Outside Director of the Company (current
position)-6-- sharesCandidate
No.

Name
(Date of birth)

Yutaka Fujiwara(July 19, 1963)5

Re-election
OutsideIndependent

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)
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)-7-

Number of theCompany’s
shares owned- sharesCandidate
No.

6

Name
(Date of birth)

Hiroyuki Uchida(June 12, 1958)
New 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

Sept. 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)

Number of theCompany’s
shares owned– shares

General Manager of ROBOMACHINE
Business Division

Rika Sumi(July 7, 1959)
7

New election
OutsideIndependent
FemaleJune. 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. (current position)

Apr. 1984

Joined Shochiku Co., Ltd.

Oct. 1993

ODS Co., Ltd.

May 1994

Director of the Corporate Communications
Department

Jan. 1996

Manager of Technometrics, Inc.

Nov. 1999

Account Manager of Hill and Knowlton
Japan, Ltd.

Mar. 2001

Director of the Corporate Planning
Department of ZION Co., Ltd.

Nov. 2004

Representative Director of Theôria ResearchInstitute, Inc. (current position)

Dec. 2012

President and Representative Director of
Investor Impact, Inc. (current position)– shares(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, 2023).
3. 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.

-8-

(2)

4.

5.

6.

7.

8.

9.

Katsumi Ohkuma has utilized his achievements as Representative Director and President of the Group
company in addition to having abundant management experience and insight in the information andtelecommunications industry. Accordingly, the Company has nominated him again as a candidate for
Director as it decided that he will contribute to sustainable growth of the Company as Director.
(3) Hiroyuki Uchida, who has long been involved in the development of FA-related technology and holds a
doctorate in engineering, possesses specialized knowledge and extensive management experience, and is
expected to use this knowledge to perform proper supervision of the Company’s management from an
objective standpoint. Accordingly, the Company has nominated him as a candidate for Director.
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 the 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 the nominationof candidates 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 is expected that he will continue to perform proper supervision of theCompany’s management based on his knowledge and experience from an objective standpoint. Moreover,he has not been involved in corporate management directly, but the Company decided that he will executethe duties as outside Director adequately. In addition, if he is elected, he will be involved in the nominationof candidates 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.
(4) Rika Sumi, who has long been involved in consulting services for management and IR and currently
manages companies concerned with these fields, possesses specialized knowledge and extensive
management experience, and is expected to use this knowledge to perform proper supervision of theCompany’s management from an objective standpoint. Accordingly, the Company has nominated her as a
candidate for outside Director. In addition, if she is elected, she will be involved in the 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.
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 eight years for Mr. Narikawa,
four years for Mr. Ohashi, and two years for Mr. Fujiwara.
Masafumi Narikawa, Hirotaka Ohashi, Yutaka Fujiwara, and Rika Sumi are not persons executing business for
specified affiliated business operators or officers of the Company, and have not been persons executing businessfor specified affiliated business operators or officers of the Company within the past ten years.
Masafumi Narikawa, Hirotaka Ohashi, Yutaka Fujiwara, and Rika Sumi will neither receive a large amount ofmoney or other properties from the Company or an entity that has a specified relationship with the Company, norhave they done so during the last two years.
Masafumi Narikawa, Hirotaka Ohashi, Yutaka Fujiwara, and Rika Sumi 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.
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-9-(i) A person who does not violate the criteria related to the independence of outside officers stipulated by
the Company(ii) A person with abundant experience and insight in their respective background
10. The Company has prescribed in the Articles of Incorporation that the Company may enter into an agreement with
Directors (excluding those who are operating directors, etc.) to limit their liability for damages pursuant to Article
423, paragraph (1) of the Companies Act. Currently, the Company has entered into a limited liability agreementwith candidates for outside Director Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara, and if their reelection is approved, this agreement shall remain in effect. In addition, if the election of Rika Sumi 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.
11. 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.
12. The Company has submitted notification to Tokyo Stock Exchange, Inc. that candidates for outside Director
Masafumi Narikawa, Hirotaka Ohashi, and Yutaka Fujiwara have been appointed as independent officers asprescribed by the aforementioned exchange. If the three candidates are re-elected, the Company plans for them tocontinue in their role as independent officers. Rika Sumi meets the requirements of independent officer asprescribed by the Tokyo Stock Exchange, Inc. If her election is approved, the Company plans to submit
notification that she 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 Association of Corporate Directors. Regarding “a person who is
not a Director, Audit & Supervisory Board Member, Executive Officer or employee of a major business partnerof the SRA 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 SRA Group or payments received from the SRA Groupare 2% or more of consolidated net sales in the most recent fiscal year and the three years prior (i.e., the past four
fiscal years including the most recent).
13. The election criteria for outside Directors and independent outside Directors of the Company are published in 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.

- 10 -

(Reference) Skill Matrix for Each Director After the Conclusion of the General Meeting of Shareholders
If Proposal 1 is approved at this General Meeting of Shareholders, the Skill Matrix shall be as follows.
Expertise Possessed by the Candidate
Industrial
Name
Finances and Legal andCorporate
Sales
Business
Knowledge, International
Accounting GovernanceManagement Marketing
Creation
IT
Toru Kashima
●
●
●
●
●
●
Katsumi Ohkuma●●●●
Masafumi Narikawa●●●●
Director Hirotaka Ohashi●●●●
Yutaka Fujiwara●●●●
Hiroyuki Uchida
●
●
●
●
●
●
Rika Sumi●●●●●(Note) The list above does not represent all knowledge and experience possessed by each Director.

- 11 -

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 Digital
Services Company)

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, 2023).
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 11 of the aforementioned Proposal 1 “Election of Seven
Directors”.

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