Independent Officers Notification
１．Fundamental Information
Trading
Code

KAGA ELECTRONICS CO., LTD.

Corporate Name
Data ofNotification

2024/6/78154

2024/6/26

Date of Change(Plan)

Reason for Submitting The Proposal of the election of Outside Directors and Outside Auditors are to be submitted to the Ordinary
General Meeting of Shareholders.
Notification
All of those eligible as Independent Officers are appointed as Independent Officers

２．Matters related to independency of independent officers and outside officers
No.

NameOutsideDirectors/
Outside Auditors

IndependentOfficer

Criteria (a) through (l) are explained below (*1 & *2)Detailsabcdefghijkl

Acceptance

N/A1Susumu Miyoshi

Outside Director○△

Yes

2

Noritomo Hashimoto

Outside Director

○

△

Yes

3Mamoru Yoshida

Outside Director○△

4Susumu Kitsunai

Outside Auditor○

5Yoichi Sato

Outside Auditor○

6Kyoko Oyanagi

Outside Auditor

○

Yes
○

Yes

○

Yes

○

Yes

３．Reasons for Nomination
No.

1

2

The Company executed an advisory agreement with Noritomo Hashimoto in July 2016, but the Mr. Hashimoto has a wealth of experience and a high level of knowledge as a top management, and the Company requests
that he be elected as an outside director in the expectation that he will reinforce the functions of the Board of Directors
agreement was terminated when he was appointed director.
by providing supervision and advice on over all management based on this knowledge, particularly on management strategy
The Company engages in purchase and sale transactions and other transactions withMitsubishi Electric Corporation of which Mr. Hashimoto was an executive until June 2016, but and personnel affairs.
Mr. Hashimoto was formerly an executive of a trading partner of the Company, but he has resigned from that position andthe amounts of the transactions account for a very small percentage of each company’s
the transaction amounts are very small, and the Company has determined that there is no risk of affecting thesales (less than 0.1% in the fiscal year ended March 2024).
determinations of shareholders and investors or conflicts of interests with general shareholders. Accordingly, he has been
designated as an independent officer.

The Company executed an advisory agreement with Mamoru Yoshida in April 2024, but theagreement was terminated when he was appointed director.
Panasonic Holdings Corporation of which Mr. Yoshida was an executive until June 2016, but
the amounts of the transactions account for a very small percentage of each company’ssales (less than 0.1% in the fiscal year ended March 2024).

45Reasons for Nomination

Explanation of whether applicable for the above (a) through (l) criteria

The Company executed an advisory agreement with Susumu Miyoshi in August 2010, but the Mr. Miyoshi has a wealth of experience and a wide range of knowledge as a top management, and the Company requests
agreement was terminated when he was The Company requests that Mr. Miyoshi be elected as that he be elected as an outside director in the expectation that he will reinforce the functions of the Board of Directors
an outside director so that he can reinforce the functions of the Board of Directors byby providing supervision and advice on overall management based on this knowledge.
reflecting his extensive appointed director.
Mr. Miyoshi was formerly an executive of a trading partner of the Company, but he has resigned from that position, and theCompany has determined that there is no risk of affecting the determinations of shareholders and investors or conflicts ofinterests with general shareholders. Accordingly, he has been designated as an independent officer.

N/AN/A

Kyoko Oyanagi is the representative for Sakura Management Office, and although theCompany entered an advisory agreement with Sakura Management Office in June 2004, theamount of said transaction accounts for a very small percentage of sales of Sakura
Management Office (less than approximately 3% in the fiscal year ended March 2023).

6Mr. Yoshida has a wealth of experience and a high level of knowledge as a top management, and the Company requests
that he be elected as an outside director in the expectation that he will reinforce the functions of the Board of Directors
by providing supervision and advice on over all management based on this knowledge, particularly on management strategy
and governance.
Mr. Yoshida was formerly an executive of a trading partner of the Company, but he has resigned from that position and thetransaction amounts are very small, and the Company has determined that there is no risk of affecting the determinationsof shareholders and investors or conflicts of interests with general shareholders. Accordingly, he has been designated as
an independent officer.

Mr. Kitsunai has extensive knowledge of and experience in corporate management, and as a certified public accountant,finance and accounting and is expected to provide advice from multifaceted perspectives based on his viewpoint as aprofessional. The Company believes he can appropriately perform audits and supervision of the Company and appointed Mr.
Kitsunai as an outside Supervisory Board member.
In addition, the Company has determined that Mr. Kitsunai can serve as a significant curb on decision making with regard tothe fairness and transparency of taxrelated management policies from his perspective as a certified public accountant andcan maintain objectivity and neutrality in management monitoring functions based on his extensive experience andknowledge as a professional, and accordingly, nominated him as an independent director.
Mr. Kitsunai does not have any special interests in the Company, and the Company has determined that there is no risk ofconflicts of interest with general shareholders.

Mr. Sato has many years of advanced legal experience as a judge and attorney, and considering his knowledge andexperience as a professional, the Company believes he can appropriately perform audits and supervision of the Company
and appointed him as an outside Supervisory Board member.
In addition, the Company has determined that Mr. Sato can serve as a significant curb on decision making with regard to thefairness and transparency of compliance,
legal risks, and management policies from his perspective as a legal professional and can maintain objectivity and neutrality
in management monitoring functions based on his extensive experience and knowledge as a professional, and accordingly,
nominated him as an independent director.
Mr. Sato also serves as an attorney (of counsel) at Alpha Partners Law Offices. Although the company has entered into alegal advisory contract with Alpha Partners Law Offices, because Mr. Sato is not a partner attorney of the law firm and is
not involved in the management of the law firm, the company deems that he does not have any special interest in thecompany and that there is no risk of a conflict of interest with general shareholders.

Ms. Oyanagi possesses extensive knowledge and experience in corporate management and as a labor and social security
attorney, and to ensure the soundness of the Company in reforming work styles, investing in human capital, and promoting
women’s activities, the Company has elected her as an outside auditor, as it is believed that she will conduct accurate
audits and oversight from a professional and multifaceted perspective.
In addition, the Company has determined that she will be able to ensure objectivity and neutrality in management monitoring
functions based on her extensive knowledge and experience as a professional, and it is expected that she will be able toserve as a significant curb on decision-making with regard to the fairness and transparency of social security, labor, etc.,from the perspective of a labor and social security attorney. Accordingly, it has nominated her as an independent officer.
Ms. Oyanagi also serves as a representative of Sakura Management Office. Although the Company has entered an advisory
agreement with Sakura Management Office, the value of said transaction is minimal. The Company has determined that
there is no risk of affecting the determinations of shareholders and investors or conflicts of interests with generalshareholders. Accordingly, she has been designated as an independent officer.

４．Supplementary Explanation*1 Explanation of Criteria (a) through (l)a．Executive of the Company or its subsidiaryb．Non-executive director or accounting advisor of the Company or its subsidiaries
c．Non-executive director or executive of a parent company of the Conpany
d．Audit&Supervisory Board Member of a parent company of the Company
e．Executive of a fellow subsidiary company of the Company
f．A party whose major client or supplier is the Company or an executive thereof
g．Major client or supplier of the Company or an executive thereofh．Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as a officer
i．Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
j．Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h) (only the officer him or herself)
k．Executive of a company between which and the Company outside directors/kansayaku are mutually appointed (only the officer him or herself)l． Executive of a company to which the Company makes contributions (only the officer him or herself)
Please note that the above explanation of criteria (a) through (l) are brief descriptions of the criteria specified in the TSE regulations.
*2 Categories for "Relationship with the Company"* "○" when the director presently falls or has recently fallen under the category; "△" when the director fell under the category in the past
* "●" when a close relative of the director presently falls or has recently fallen under the category; "▲" when a close relative of the director in the past

1/1