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

Securities code: 6941
Date of sending by postal mail: June 11, 2024
Start date of measures for electronic provision: June 5, 2024
To our shareholders:
Junichi Kameya
President
YAMAICHI ELECTRONICS CO., LTD.
2-16-2, Minamikamata, Ota-ku, Tokyo, JAPANNOTICE OF THE 69TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you of the 69th Ordinary General Meeting of Shareholders (the “Meeting”) of YAMAICHIELECTRONICS CO., LTD. (the “Company”), which will be held as described below.
When convening the Meeting, the Company takes measures for providing information that constitutes the content ofreference documents for the general meeting of shareholders, etc. (items for which measures for providing
information in electronic format are to be taken) in electronic format, and posts this information on each of thefollowing websites. Please access either of the websites by using the Internet address shown below to review the
information.
The Company’s website:
https://www.yamaichi.co.jp/ir/meeting/ (in Japanese)(Please visit the website above and select “2024 Ordinary General Meeting of Shareholders” to review the
information.)
Tokyo Stock Exchange 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 “YAMAICHI ELECTRONICS” in “Issue
name (company name)” or the Company’s securities code “6941” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend the Meeting, you can exercise your voting rights by mail or via the Internet. We requestthat you follow the instructions laid out below and exercise your voting rights on or before 5:15 p.m. on Tuesday,June 25, 2024 (JST) after considering the following Reference Documents for the General Meeting of Shareholders.
1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST)
2. Venue:
Fourth floor, Convention Hall, Ota City Industrial Plaza (PiO)
1-20-20, Minamikamata, Ota-ku, Tokyo, JAPAN(Please refer to the venue map attached to this document.)
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 69th Term (from April 1, 2023 to March 31,2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 69th Term (from April 1, 2023 to March 31, 2024)-1-

Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3:
Election of three (3) Directors who are Audit and Supervisory Committee Members
Proposal 4:
Election of one (1) substitute Director who is an Audit and Supervisory Committee
Member
4. Instructions on Exercising Voting Rights
Please refer to “Information on Exercise the Voting Rights” on page 3 (in Japanese only).
5. Matters decided upon convocation(1) If no indication of approval or disapproval is made for each proposal on the returned voting form, it will betreated as an indication of approval.
(2) If you exercise your voting rights both in writing (by mail) and via the Internet, etc., the exercise of voting
rights via the Internet, etc. will be treated as a valid exercise of voting rights.
(3) If you exercise your voting rights more than once via the Internet, etc., the last vote will be treated as a valid
exercise of voting rights.

- If attending the Meeting in person, please present the voting form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before-

and after the revisions will be posted on each of the aforementioned websites.
For the Meeting, we have delivered paper-based documents stating the items subject to measures for electronic provision to allshareholders, regardless of whether or not they have requested them.
We also ask that you please bring this notice with you as reference material for the Meeting.

-Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article
15 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered toshareholders.
1. Notes to Consolidated Financial Statements
2. Notes to Non-Consolidated Financial Statements
Therefore, Consolidated Financial Statements and Non-Consolidated Financial Statements are only some of the documents that havebeen audited by the Accounting Auditor when papering the accounting audit report and by the Audit and Supervisory Committee
when papering the audit report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

The Company’s basic policy for profit distribution is to raise corporate value in the medium to long term and tomaintain stable dividends and return profits appropriately to shareholders while also strengthening our financial
structure and business foundation.
In light of a comprehensive assessment of earnings in this fiscal year, future business trends and the financial
foundation, we propose to pay a year-end dividend for this year of 13 yen per share as follows.
Including the interim dividend of 18 yen per share, the annual dividend per share will be 31 yen per share.
Type of dividend property
Cash
Allocation of dividend property and total amount thereof
13 yen per common share of the Company
Total amount of dividends: 265,763,901 yen
Effective date of distribution of dividends of surplus
June 27, 2024

-3-

Proposal 2:

Election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members)

Since the terms of office of all eight Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) expire at the conclusion of the Meeting, we propose the election ofeight Directors including three Outside Directors.
Regarding this proposal, the Audit and Supervisory Committee did not find any matters requiring special mention.
The candidates for Directors are as follows.
No.
1
2
3
4
5

Name
Yoshitaka Ota
Junichi Kameya
Takeshi Tsuchiya
Kazuhiro Matsuda
Nobuhiro Kishimura

ChairmanPresident
Director
Director
Director

Position in the Company

6

Tomohiro Murata

Director

7

Yoichiro Sakuma

Director

8

Toshihisa Yoda

DirectorReelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Independent officer as defined by the securities exchange
Notes:

1. There is no special interest between each candidate and the Company.
2. Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda are candidates for Outside Directors.
3. The Company has registered Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda as independent officers as stipulated
in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. If they are elected and appointed
as Directors, the Company will continue to register them as independent officers.
4. Based on the provisions in Article 427, Paragraph (1) of the Companies Act, the Company has concluded agreements with
Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda that limit the liability for damages specified in Article 423,
Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act. If they
are elected and appointed as Directors, the Company plans to continue these agreements.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages and litigation
costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including Directors, basedon their position in the Company (except where the insured has illegally obtained a benefit or advantage, or has committeda criminal act, fraudulent act, deceitful act, or has acted knowingly in violation of any laws or regulations, including laws
and regulations specific to Directors). If a candidate is elected and assumes office as a Director, the candidate shall thenbecome an insured person under this insurance policy. The insurance policy is scheduled to be renewed with the samecontents at the next renewal period.

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
May 2002
Apr. 2004

Yoshitaka Ota(October 10, 1948)
Reelection

1

Tenure as Director
11 years
Attendance at Board of
Directors meetings
12/12

Oct. 2005
Apr. 2007
June 2008
June 2009
June 2010
June 2013
June 2021
June 2022

2

Joined the Company
Senior Executive Officer and Senior General
Manager of Manufacturing Div.
Manager of Sakura Factory
General Manager of Corporate Planning Dept.
Director
Executive Vice-president, Pricon
Microelectronics, Inc.
Audit & Supervisory Board Member of theCompany (full-time)
President
Chairman (of the Board of Directors) and
Representative Director
Chairman (present position)
In charge of Optical-related Business (present
position)

Number of theCompany’s sharesowned

137,400

Reasons for nomination as candidate for Director
Yoshitaka Ota possesses wide-ranging knowledge and experience in the Company’s overall operations from his
experience in each division, and given his achievements as Chairman and as President, we have nominated him again asa candidate for Director.
Apr. 1987
Joined the Company
Oct. 2007
President, Yamaichi Electronics Shenzhen Co.,Ltd.
Junichi Kameya
Apr. 2012
Executive Officer and Senior General Manager(June 29, 1964)of Manufacturing Div., General Manager ofReelection
Manufacturing Control Dept. of the Company
Apr. 2013
Senior General Manager of CS Business Div.
67,300Tenure as Director
June 2013
Director and Senior Executive Officer
11 yearsJune 2019
Managing Executive Officer
Attendance at Board of
June
2021
President(present position)
Directors meetings
In charge of CS Business Div. (present
12/12
position), Business Audit Dept. (present
position) and Quality Assurance Dept. (present
position)
Reasons for nomination as candidate for Director
Junichi Kameya possesses wide-ranging knowledge and experience in the Company’s overall operations from his
experience in each division, and given his achievements as President, we have nominated him again as a candidate for
Director.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1984
Feb. 2004
Apr. 2006

Takeshi Tsuchiya(June 1, 1961)
Reelection

Apr. 2008
June 2013

3

Tenure as Director
11 years
Attendance at Board of
Directors meetings
12/12

June 2016
June 2018

June 2019
Apr. 2020

4

Joined the Company
Executive Officer
President, Yamaichi Electronics Shenzhen Co.,
Ltd.
Executive Officer and Senior General Manager
of TS Business Div. of the Company
Director (present position) and Senior
Executive Officer
In charge of Optical-related Business
Managing Executive Officer (present position)
In charge of Engineering Administration
Department
In charge of Manufacturing Division
Senior General Manager of Manufacturing Div.
(present position)

Number of theCompany’s shares
owned

52,000Reasons for nomination as candidate for Director
Takeshi Tsuchiya possesses extensive knowledge and experience in the Company’s operations, particularly in the sales
division and the manufacturing division, and also has experience in corporate management at a subsidiary. Given hisachievements as Director, we have nominated him again as a candidate for Director.
Dec. 1988
Joined the Company
Apr. 2009
General Manager of Overseas Sales Dept.,
Sales Headquarters, Business Control
Kazuhiro Matsuda
Headquarters(April 11, 1964)
Apr.
2014
President,
Yamaichi Electronics USA, Inc.
Reelection
Apr. 2015
Executive Officer of the Company
29,800Tenure as Director
June 2017
Director (present position) and Senior
7 years
Executive Officer (present position) SeniorAttendance at Board ofGeneral Manager of Administration Div.
Directors meetings(present position)
12/12
June 2021
General Manager of Corporate Administration
Dept. (present position)
Jan. 2022
General Manager of Information Systems Dept.
Reasons for nomination as candidate for Director
Kazuhiro Matsuda possesses extensive knowledge and experience in the Company’s operations, particularly in theadministration division and the overseas sales division, and also has experience in corporate management at a
subsidiary. Given his achievements as Director, we have nominated him again as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Nov. 1988
Feb. 2004
Apr. 2008

Apr. 2011
Nobuhiro Kishimura(September 24, 1964)
Reelection

Apr. 2013
June 2013

5

Tenure as Director
6 years
Attendance at Board of
Directors meetings
12/12

Apr. 2014
June 2018

June 20196

Joined the Company
General Manager of Sales Dept. II
General Manager of West Japan Sales Dept.,
General Manager of TS Planning and Special
Items Dept.
General Manager of TS Business Promotion
Dept.
General Manager of TS Business Promotion Gr.
General Manager of TS Sales Dept.
Acting Senior General Manager of TS Business
Div.
Executive Officer
Director (present position) and Senior
Executive Officer (present position)
In charge of Optical-related Business,
Manufacturing Division
Senior General Manager of TS Business Div.
(present position)
In charge of Engineering Administration
Department (present position)
General Manager of TS Overseas Sales Dept.

Number of theCompany’s shares
owned

28,100

Apr. 2022
Reasons for nomination as candidate for Director
Nobuhiro Kishimura possesses extensive knowledge and experience in the Company’s operations, particularly in thesales division and manufacturing division, and also has experience in business operation as an Executive Officer. Given
his achievements as Director, we have nominated him again as a candidate for Director.
Apr. 1991
Joined Daiwa Securities Co. Ltd.
July 1994
Joined Daiwa Institute of Research Ltd.
Tomohiro Murata
Sept. 1996
Joined Morgan Stanley Japan Limited(June 17, 1968)
Feb. 2009
Joined Frontier Management Inc. Managing
Reelection
Director
OutsideJune 2015
Outside Director of the Company (present
Independent
position)–
June 2018
Managing Director, Frontier Management Inc.
Tenure as Outside Director(present position)
9 years
June 2021
External Director, Hakuto Co., Ltd. (present
Attendance at Board of
position)
Directors meetings(Significant
concurrent
positions outside the Company)
12/12
Managing Director, Frontier Management Inc.
External Director, Hakuto Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of expected role
Tomohiro Murata has extensive experience as a management consultant and possesses wide-ranging knowledge. We
expect him to provide objective and unbiased advice on management, and we have nominated him again as a candidate
for Outside Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1980

7

8

Number of theCompany’s shares
ownedJoined Nitto Electric Industrial Co., Ltd.
(currently Nitto Denko Corporation)
June 2006
Vice President, Nitto Denko Corporation
Yoichiro Sakuma
June 2010
Director, Vice President(September 4, 1955)
June 2013
Director, Executive Vice President
Reelection
Jan. 2018
Advisor, Refine Holdings Co., Ltd. (present
Outsideposition)Independent
June 2018
Outside Director of the Company (present
1,300
position)
Tenure as Outside Director
Outside Director, Nitta Gelatin Inc.
6 years
Oct. 2018
Outside Director, Nitta Gelatin India Ltd.
Attendance at Board of
Feb. 2019
Director, Refine Americas Inc. (present
Directors meetings
position)
12/12(Significant concurrent positions outside the Company)
Advisor, Refine Holdings Co., Ltd.
Director, Refine Americas Inc.
Reasons for nomination as candidate for Outside Director and overview of expected role
Yoichiro Sakuma has extensive experience over many years as a corporate executive and possesses wide-ranging
knowledge. We expect him to provide objective and unbiased advice on management, and we have nominated him
again as a candidate for Outside Director.
Apr. 1982
Joined Shinko Electric Industries Co., Ltd.
Toshihisa Yoda
Apr. 2007
Corporate Officer(January 3, 1958)
June 2011
Director and Senior Corporate Officer
Reelection
June 2014
Director and Executive Managing Corporate
OutsideOfficerIndependent
June 2018
Advisor–June 2020
Outside Director of the Company (present
Tenure as Outside Director
position)
4 years
June 2023
Outside Director, ALMEX TECHNOLOGIES
Attendance at Board of
Inc. (present position)
Directors meetings(Significant concurrent positions outside the Company)
12/12
Outside Director, ALMEX TECHNOLOGIES Inc.
Reasons for nomination as candidate for Outside Director and overview of expected role
Toshihisa Yoda has extensive experience over many years as a corporate executive and possesses wide-ranging
knowledge of semiconductor-related business, which is a specialty of the Company’s businesses. We expect him toprovide objective and unbiased advice on management, and we have nominated him again as a candidate for Outside
Director.

-8-

Proposal 3:

Election of three (3) Directors who are Audit and Supervisory Committee Members

Since the terms of office of all three Directors who are Audit and Supervisory Committee Members expire at theconclusion of the Meeting, we propose the election of three Directors who are Audit and Supervisory Committee
Members including two Outside Directors.
The Audit and Supervisory Committee has already given its consent to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.
1

Name
Koichiro Yanagisawa

Position in the Company
Director, Full-time Audit and Supervisory Committee Member

2

Shinobu Okamoto

Director, Audit and Supervisory Committee Member

3

Takako Murase

Director, Audit and Supervisory Committee Member

Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection: Candidate for Director who is an Audit and Supervisory Committee Member to be reelected
Outside: Candidate for Outside Director who is an Audit and Supervisory Committee Member
Independent: Independent officer as defined by the securities exchange
Notes:

1. There is no special interest between each candidate and the Company.
2. Shinobu Okamoto and Takako Murase are candidates for Outside Directors who are Audit and Supervisory Committee
Members.
3. The Company has registered Shinobu Okamoto and Takako Murase as independent officers as stipulated in Article 436-2of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. If their elections are approved, the Company willcontinue to register them as independent officers.
4. Based on the provisions in Article 427, Paragraph (1) of the Companies Act, the Company has concluded agreements with
Koichiro Yanagisawa, Shinobu Okamoto and Takako Murase that limit the liability for damages specified in Article 423,
Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act. If theirelections are approved, the Company plans to continue these agreements.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages and litigation
costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including Directors who
are Audit and Supervisory Committee Members, based on their position in the Company (except where the insured has
illegally obtained a benefit or advantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted
knowingly in violation of any laws or regulations, including laws and regulations specific to Directors). If a candidate iselected and assumes office as a Director who is an Audit and Supervisory Committee Member, the candidate shall thenbecome an insured person under this insurance policy. The insurance policy is scheduled to be renewed with the samecontents at the next renewal period.

-9-

No.

Name
(Date of birth)

Apr. 1981
July 1992

Number of theCompany’s shares
ownedJoined Pioneer Corporation
Transferred to Q-TEC, Inc., Manager of
Accounting Section, General Affairs
Department
Apr. 2002
Manager, Business Management Section,
Tenure as Director
International Business Division, Pioneer
2 years
Corporation
Tenure as Audit & Supervisory
Nov. 2010
Joined the Company, Assistant to General
Board Member
14,000Manager of Corporate Planning Dept.
1 yearAttendance at Board ofJune 2013
General Manager of Corporate Administration
Directors meetings
Dept.
12/12
July 2017
Executive Officer and Deputy Senior General
Attendance at Audit andManager of Administration Div.
Supervisory Committee
June 2021
Full-time Audit & Supervisory Board Member
meetings
June 2022
Director who is an Audit and Supervisory
12/12
Committee Member (present position)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Koichiro Yanagisawa has extensive knowledge of business operations and corporate management and considerable
expertise in finance and accounting, having served as an Executive Officer of the Company and as Deputy Senior
General Manager of the Administration Division as well as General Manager of Corporate Administration Department.
The Company has judged that he is suitable for the position based on his extensive experience and wide-ranging
knowledge, and has nominated him again as a candidate for Director who is an Audit and Supervisory Committee
Member.
Koichiro Yanagisawa(January 18, 1959)
Reelection

1

Career summary, position and responsibilities in the Company- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1977
July 1998

2

Number of theCompany’s shares
ownedJoined Tokyo Regional Taxation Bureau
Assistant Director, Income Tax Division,
Taxation Department, National Tax Agency
July 2009
Director, First Personnel Section, General
Affairs Department, Tokyo Regional Taxation
BureauJuly 2012
Commissioner’s Secretariat, National Tax
Shinobu Okamoto
Agency and Internal Inspector, National Tax(June 18, 1954)
AgencyReelection
June 2013
General Manager, General Affairs Department,
OutsideNagoya Regional Taxation Bureau
Independent
July 2014
Regional Commissioner, Kumamoto Regional
Taxation Bureau
Tenure as Outside Director
Oct. 2015
Representative Partner, Shinobu Okamoto
2 years
Certified Tax Accountant Office (present
Tenure as Outside Audit &–position)
Supervisory Board Member
3 years
May 2016
Outside Audit & Supervisory Board Member,
Attendance at Board of
United Super Market Holdings Inc.
Directors meetings
June 2016
Outside Director, RIKENGREEN CO., LTD.
12/12
June 2019
Outside Audit & Supervisory Board Member ofAttendance at Audit andthe Company
Supervisory Committee
June 2022
Outside Director who is an Audit andmeetings
Supervisory Committee Member (present
12/12
position)
May 2024
Outside Director, United Super Market
Holdings Inc. (present position)(Significant concurrent positions outside the Company)
Representative Partner, Shinobu Okamoto Certified Tax
Accountant OfficeOutside Director, United Super Market Holdings Inc.
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of expected role
As a certified tax accountant, Shinobu Okamoto is well-versed in taxation and accounting and has sufficient knowledge
to supervise company management. We expect him to audit and supervise the execution of the duties of Directors froman objective and fair standpoint. Accordingly, we have nominated him again as a candidate for Outside Director who is
an Audit and Supervisory Committee Member.
While he does not have experience in corporate management other than serving as an Outside Director and an Outside
Audit & Supervisory Board Member, for the reasons given above, we believe that he would appropriately fulfill his
responsibilities as an Outside Director who is an Audit and Supervisory Committee Member.

- 11 -

No.

Name(Date of birth)
Takako Murase(January 4, 1955)
Reelection
OutsideIndependent

3

Career summary, position and responsibilities in the Company
Registered as lawyer, joined Torikai Tada
Moriyama Law Office (currently Torikai Law
Office)Jan. 2005
Partner, Torikai Law Office (present position)
June 2015
Outside Audit & Supervisory Board Member,
MOS FOOD SERVICES, INC.
Outside Audit & Supervisory Board Member,
NIKKO COMPANY (present position)
June 2020
Outside Audit & Supervisory Board Member of
the Company
June 2022
Outside Director who is an Audit andSupervisory Committee Member (present
position)(Significant concurrent positions outside the Company)
Partner, Torikai Law OfficeOutside Audit & Supervisory Board Member, NIKKOCOMPANY

Number of theCompany’s shares
owned

Apr. 1997

Tenure as Outside Director
2 years
Tenure as Outside Audit &–Supervisory Board Member
2 years
Attendance at Board of
Directors meetings
12/12
Attendance at Audit andSupervisory Committee
meetings
12/12
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of expected role
Takako Murase has sufficient knowledge to reflect her extensive experience and expertise related to corporate legal
affairs as a lawyer in audits and supervision of the Company, and is expected to audit and supervise the Directors’
execution of operations from an objective and unbiased perspective. Accordingly, we have nominated her again as an
Outside Director who is an Audit and Supervisory Committee Member.
While she does not have experience in corporate management other than serving as an Outside Audit & Supervisory
Board Member, for the reasons given above, we believe that she would appropriately fulfill her responsibilities as an
Outside Director who is an Audit and Supervisory Committee Member.

- 12 -

[Reference] Structure of the Board of Directors and Skills Matrix after Election
If proposals 2 and 3 are approved and adopted as originally proposed, the composition, expertise and experience of
the Board of Directors will be as follows.
Name

Yoshitaka Ota
Junichi Kameya
Takeshi Tsuchiya
Kazuhiro Matsuda
Nobuhiro Kishimura
Tomohiro Murata
Yoichiro Sakuma
Toshihisa Yoda
Koichiro Yanagisawa
Shinobu Okamoto
Takako Murase

Corporate
management〇

GlobalTechnology

Sales/
marketing〇

Production

Finance/accounting

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

Legal
affairs

Sustainability

〇

〇

〇

〇
〇

〇

〇

〇
〇
〇
〇

- 13 -

Proposal 4:

Election of one (1) substitute Director who is an Audit and Supervisory Committee Member

To prepare for a contingency in which the Company does not have the number of Directors who are Audit andSupervisory Committee Members required by laws and regulations, we propose the election in advance of one
substitute Director who is an Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has already given its consent to this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1974
Apr. 1998

Number of theCompany’s shares
ownedJoined Toshiba Corporation
General Manager, Production Materials Department, Himeji
Plant
Apr. 2002
General Manager, Procurement Department, Komukai Plant
Oct. 2005
General Manager, Procurement Department, Toshiba Carrier
Air Conditioning System Corporation
Koryu Mukaigawa–(November 10, 1951)
June 2009
Director and General Manager, Supplies Sales Division,Toshiba Business & Life Service Corporation
June 2015
Full-time Audit & Supervisory Board Member, Tamagawa
Holdings Co., Ltd.
July 2019
General Manager, Material Department, Tamagawa
Electronics Co., Ltd.
Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member andoverview of expected role
Koryu Mukaigawa has extensive professional experience in a listed company and his experience as a full-time Audit & Supervisory
Board Member. The Company has nominated him as a candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member at the Company because it looks forward to taking advantage of his knowledge and experience to further drive
the enhancement of its auditing and supervisory capabilities.
Notes: 1. There is no special interest between Koryu Mukaigawa and the Company.
2. Koryu Mukaigawa is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member.
3. If Koryu Mukaigawa assumes the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to register him as an independent officer as stipulated in Article 436-2 of the Securities Listing Regulationsof the Tokyo Stock Exchange, Inc.
4. If Koryu Mukaigawa assumes the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to conclude an agreement with him that limits the liability for damages specified in Article 423, Paragraph(1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act based on theprovisions in Article 427, Paragraph (1) of that Act.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages and litigation
costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including Directors who
are Audit and Supervisory Committee Members, based on their position in the Company (except where the insured has
illegally obtained a benefit or advantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted
knowingly in violation of any laws or regulations, including laws and regulations specific to Directors who are Audit andSupervisory Committee Members). If Koryu Mukaigawa assumes office as an Outside Director who is an Audit andSupervisory Committee Member, the candidate shall be included as an insured person under this insurance policy. The
insurance policy is scheduled to be renewed with the same contents at the next renewal period.

- 14 -