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: 4345
Date of sending by postal mail: May 31, 2023
Start date of measures for electronic provision: May 26, 2023
To our shareholders:Taizo Yokoshima
Representative Director and President
CTS Co., Ltd.
115, Kosato, Ueda-shi, Nagano

Notice of the 33rd Annual General Meeting of Shareholders
You are cordially invited to attend the 33rd Annual General Meeting of Shareholders of CTS Co., Ltd. (the“Company”), which will be held as indicated 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. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and has posted the information
on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.cts-h.co.jp/ir/stock_information/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/4345/teiji/ (in Japanese)
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 “CTS” in “Issue name (company name)”or the Company’s securities code “4345” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” 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].”)Instead of attending the meeting in person, you may exercise your voting rights by either of the following methods.
Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights.
[Exercising your voting rights in writing (via postal mail)]
Please indicate your approval or disapproval of the proposals on the voting form enclosed with this notice and returnit to us so that it will arrive no later than 6:00 p.m. on Thursday, June 15, 2023 (JST).
[Exercising your voting rights via the internet, etc.]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/), follow the guidance on thescreen, and enter your approval or disapproval of the proposals no later than 6:00 p.m. on Thursday, June 15, 2023
(JST).
You are kindly asked to consider whether or not to attend the meeting in person, taking into account the novel
coronavirus disease (COVID-19) situation around you and your health condition.

-1-

1. Date and Time: Friday, June 16, 2023, at 10:00 a.m. (JST)
2. Place:
UEDA TOKYU REI HOTEL, 3F “Shinano”
4-24-1, Tenjin, Ueda-shi, Nagano
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)
Matter to be resolved:
Proposal No. 1
Election of Eight Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member- If attending the meeting in person, please present the voting form at the reception desk.
- If you exercise your voting rights in duplicate in writing (via postal mail) and via the internet, etc., only the votevia the internet, etc. will be counted as valid.
- If you exercise your voting rights via the internet, etc. multiple times, only the last vote will be counted as valid.
- Any voting right exercised in writing (via postal mail) without indicating approval or disapproval of a particular
proposal on the voting form will be counted as a vote for approval of the proposal.
- If a proxy is attending the meeting, the proxy must be another shareholder with voting rights in accordance with
Article 16 of the Company’s Articles of Incorporation. Please note that in such a case, a document certifying theauthority of representation must be submitted.
- Please refrain from taking pictures or recording in the venue with cameras, smartphones, cell phones, etc.
- Paper-based documents stating items subject to measures for electronic provision are sent to shareholders who
have requested the delivery of paper-based documents, however those documents do not include the following
matters in accordance with the provisions of laws and regulations and Article 14 of the Company’s Articles ofIncorporation.
(1) Consolidated Statement of Changes in Shareholders’ Equity and Notes to Consolidated Financial Statements(2) Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to Non-consolidated Financial
Statements
These items are included in the Consolidated Financial Statements and Non-consolidated Financial Statements,
which have been audited by Audit & Supervisory Board Members to prepare the audit report and by Financial
Auditor to prepare the accounting audit report.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the detailsof the items before and after the revisions will be posted on the aforementioned websites.
- Alcohol disinfectant will be available at the reception and in the venue to prevent COVID-19 infection.
Please make your own decision whether to wear a mask considering your health condition, etc.
- Management staff attending the General Meeting of Shareholders will be wearing masks.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Election of Eight Directors

The terms of office of all eight currently serving Directors will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of eight Directors.
The candidates for Director are as follows:

Candidate
No.

Name

Position and responsibilities in the Company

Representative Director and President

Attendance atBoard ofDirectors
meetings in
the fiscal year
under review
12/12(100%)
11/12
(92%)
12/12
(100%)
12/12(100%)
10/10(100%)

1

Taizo Yokoshima

2

Hideki Akiyama

3

Kazutoshi Kanai

4

Ren Yokoshima

5

Makio Kitahara

6

Akihiko Kishimoto

Director

12/12(100%)

7

Masaharu Miyasaka

Director

12/12(100%)

8

Seiichi Hirano

Director

9/10
(90%)

Director
Supervising the sales department
Director
Supervising the business department
Director
Supervising the corporate planning department
Director
Supervising the accounting and finance department

Candidate
attributes

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Candidate for independent officer as provided for by the securities exchange* Attendance at Board of Directors meetings by Makio Kitahara and Seiichi Hirano is counted based on the meetings held after they
were appointed as Directors.

-3-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1980
July 1990
July 1995
June 2001
Apr. 2003

Taizo Yokoshima(June 9, 1960)

Jan. 2017

1
June 2022

2

3

Joined the Company
Director
Senior Managing Director
Representative Director and Vice President
Representative Director and President (current
position)
Representative Director and President ofRentarise Corporation
Representative Director of CTS Linetech
Corporation (current position)
Representative Director of Rentarise
Corporation (current position)

Number of theCompany’s shares
owned

76,800(Reasons for nomination)
Taizo Yokoshima has been serving as Representative Director and President since 2003. He established the management
policy which the Company is to pursue, demonstrated strong leadership and decisiveness to realize it, and expandedbusiness operations. The Company has determined that he will be able to achieve sustainable corporate growth andincrease corporate value in the medium to long term as his experience, achievements and insight can be applied to the
management. Accordingly, the Company nominated him as a candidate for Director.
July 2000
Joined the Company
July 2013
General Manager of Matsumoto Branch
Apr. 2017
Executive Officer (current position)
Jan. 2019
General Manager of Tokai Sales Department
Feb. 2019
General Manager of Kinki Sales Department
Hideki Akiyama
7,568(April 5, 1976)
June 2019
Director, supervising the sales department(current position)
Jan. 2022
General Manager of Surveying Measurement
System Business Management Department(current position)(Reasons for nomination)
Hideki Akiyama has worked in the sales department since joining the Company in 2000, and has contributed to businessexpansion in his position responsible for the sales department. He currently promotes the expansion of our sales areas
and the strengthening of the sales structures as the Director supervising the sales department. The Company has
determined that he will be able to achieve sustainable corporate growth and increase corporate value in the medium tolong term as his experience, achievements and insight can be applied to the management. Accordingly, the Company
nominated him as a candidate for Director.
June 2002
Joined the Company
June 2015
Acting General Manager of IT Infrastructure
Team, Business Management Division
Apr. 2016
General Manager of System Business
Promotion Department
Kazutoshi Kanai
Apr. 2017
Executive Officer (current position)
17,068(November 29, 1977)
Sept. 2018
General Manager of System Business
Management Department (currently General
Manager of Digital Data Service Business
Management Department) (current position)
June 2019
Director, supervising the business department(current position)(Reasons for nomination)
Kazutoshi Kanai has worked in the business department since joining the Company in 2002, and has contributed tobusiness expansion in his position responsible for the Digital Data Service business. He currently promotes the
expansion and strengthening of our businesses as the Director supervising the business department. The Company has
determined that he will be able to achieve sustainable corporate growth and increase corporate value in the medium tolong term as his experience, achievements and insight can be applied to the management. Accordingly, the Company
nominated him as a candidate for Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 2014
June 2017
Jan. 2018
Apr. 2018
July 2018

Ren Yokoshima(June 6, 1987)
Apr. 2019
June 2020
4
June 2022
Aug. 2022

5

Joined the Company
Director of Rentarise Corporation
General Manager of Corporate Planning
Department of the Company (current position)
Director of CTS Linetech Corporation (current
position)
General Manager of House Fittings Departmentof the Company (currently General Manager ofSmart House Business Management
Department) (current position)
Executive Officer (current position)
Director, supervising the administration
department
Representative Director and President ofRentarise Corporation (current position)
Director of the Company, supervising thecorporate planning department (current
position)

Number of theCompany’s shares
owned

3,963

(Reasons for nomination)
Ren Yokoshima has worked in the Corporate Planning Department since joining the Company in 2014, and has
contributed to strengthening the management base as the Director supervising the corporate planning department. He
has also worked on initiatives to improve earnings as the person responsible for the Smart House Business. The
Company has determined that he will be able to achieve sustainable corporate growth and increase corporate value inthe medium to long term as his experience, achievements and insight can be applied to the management. Accordingly,
the Company nominated him as a candidate for Director.
Aug. 2001
Joined the Company
Jan. 2017
General Manager of Accounting and Finance
Department (current position)
Makio Kitahara
61,725(August 9, 1976)
Apr. 2018
Executive Officer (current position)
June 2022
Director, supervising the accounting andfinance department (current position)(Reasons for nomination)
Makio Kitahara has worked in the Accounting and Finance Department since joining the Company in 2001, and has
contributed to strengthening the financial base as the Director supervising the accounting and finance department. The
Company has determined that he will be able to achieve sustainable corporate growth and increase corporate value inthe medium to long term as his experience, achievements and insight can be applied to the management. Accordingly,
the Company nominated him as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1971
Apr. 2006

6

7

Number of theCompany’s shares
ownedJoined Honda Motor Co., Ltd.
General Manager of Regional Operations(South America) Planning Office
Apr. 2008
Joined NISSIN KOGYO CO., LTD.
General Manager of General Affairs
Department, Accounting Department, and HR
Akihiko Kishimoto
1,799
Development Department(January 1, 1953)
June 2008
Director
June 2011
Managing Director and Chief Operating Officerof Corporate Planning & Business Management
June 2017
Outside Director of the Company (current
position)(Reasons for nomination and overview of expected roles)
Akihiko Kishimoto has held important posts such as Director of the corporate planning & business management during
his time at Honda Motor Co., Ltd. and NISSIN KOGYO CO., LTD., and has been supervising management through his
objective opinions and decision making, based on his insight into corporate management, at meetings of the Board of
Directors of the Company. The Company has determined that he will continue to be able to further strengthen thefunctions of the Board of Directors of the Company from a fair standpoint. Accordingly, the Company nominated him
as a candidate for outside Director. He is currently an outside Director of the Company, and at the conclusion of thismeeting, his tenure will have been six years.
Apr. 1975
Joined SHINSHU HAM CO., LTD.
Sept. 2006
Executive Officer and General Manager ofSales Division
Sept. 2008
Director
Sept. 2010
Managing Director
Masaharu Miyasaka
Sept. 2014
Senior Managing Director and General
1,000(January 29, 1953)
Manager of Business Division
Sept. 2016
Representative Director and President
June 2019
Outside Director of the Company (current
position)
Sept. 2022
Director and Chairperson of SHINSHU HAM
CO., LTD. (current position)(Reasons for nomination and overview of expected roles)
Masaharu Miyasaka is currently playing an active role as Director and Chairperson of SHINSHU HAM CO., LTD., andhas been supervising management through his objective opinions and decision making, based on his insight into
corporate management, at meetings of the Board of Directors of the Company. The Company has determined that hewill continue to be able to further strengthen the functions of the Board of Directors of the Company from a fairstandpoint. Accordingly, the Company nominated him as a candidate for outside Director. He is currently an outside
Director of the Company, and at the conclusion of this meeting, his tenure will have been four years.

-6-Candidate
No.

Name
(Date of birth)

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

8(Notes) 1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined Shinshu Seiki Co., Ltd. (currently Seiko
Epson Corporation)
June 2002
Director of Seiko Epson Corporation
June 2007
Managing Director
Representative Director and President of Epson
Sales Japan Corporation
Seiichi Hirano
1,118(December 11, 1954)
June 2014
Full-time Audit & Supervisory Board Memberof Seiko Epson Corporation
Oct. 2017
President of HIROSE & CO., LTD. (current
position)
June 2022
Outside Director of the Company (current
position)(Reasons for nomination and overview of expected roles)
Seiichi Hirano is currently playing an active role as President of HIROSE & CO., LTD. In addition, he has held
important posts such as Director of the sales department during his time at Seiko Epson Corporation. He has beensupervising management through his objective opinions and decision making, based on his insight into corporate
management, at meetings of the Board of Directors of the Company. The Company has determined that he will continue
to be able to further strengthen the functions of the Board of Directors of the Company from a fair standpoint.
Accordingly, the Company nominated him as a candidate for outside Director. He is currently an outside Director of theCompany, and at the conclusion of this meeting, his tenure will have been one year.
There is no special interest between any of the candidates and the Company.
Akihiko Kishimoto, Masaharu Miyasaka, and Seiichi Hirano are candidates for outside Director.
The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act. In the event that this proposal is approved and adopted
and each candidate is elected as a Director, he will become an insured under this insurance policy. The insurance policy
is scheduled to be renewed with the same terms and conditions at the next renewal.
The Company has entered into an agreement with Akihiko Kishimoto, Masaharu Miyasaka, and Seiichi Hirano to limit
their liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability fordamages under this agreement is the amount provided for under laws and regulations. If this proposal is approved andadopted and they are reelected, the Company plans to renew this agreement with them.
The Company has submitted notification to the Tokyo Stock Exchange that Akihiko Kishimoto, Masaharu Miyasaka,
and Seiichi Hirano have been designated as independent officers as provided for by the aforementioned exchange. If
this proposal is approved and adopted and they are reelected, the Company plans for their appointment as independent
officers to continue.
The number of the Company’s shares owned includes the candidate’s holdings through CTS Officers’ Shareholding
Association.

-7-

Proposal No. 2

Election of One Audit & Supervisory Board Member

Audit & Supervisory Board Member Hisashi Ashida will resign at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes the election of one new Audit & Supervisory Board Member. The
term of office of the candidate for Audit & Supervisory Board Member will expire at the expiration of the term ofoffice of Hisashi Ashida in accordance with the provisions of the Company’s Articles of Incorporation.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Takashi Yokoyama(November 23, 1957)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1981
Feb. 1995
July 2006
July 2009
June 2015
June 2021

Joined The Hachijuni Bank, Ltd.
Seconded to Hachijuni Capital Co., Ltd.
Seconded to Watahan & Co., Ltd.
Transferred to Watahan & Co., Ltd.
Full-time Audit & Supervisory Board Member
Director and Full-time Audit & Supervisory Committee
Member (current position, scheduled to resign in June 2023)

Number of theCompany’s shares
owned

–

(Reasons for nomination)
Takashi Yokoyama has served as an Audit & Supervisory Board Member of a listed company at Watahan & Co., Ltd. and iscurrently playing an active role as Director and Full-time Audit & Supervisory Committee Member of the company. In addition, he
has sufficient knowledge in finance and accounting due to his many years of financing experience at The Hachijuni Bank, Ltd. andexperience in corporate management support, venture investment, and consulting services for IPO, business succession, and M&A atHachijuni Capital Co., Ltd.
The Company has determined that he will be able to audit the performance and duties of Directors based on these experiences, andhas therefore nominated him as a candidate for outside Audit & Supervisory Board Member.
(Notes) 1. There is no special interest between Takashi Yokoyama and the Company.
2. Takashi Yokoyama is a candidate for outside Audit & Supervisory Board Member.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act. In the event that this proposal is approved and adopted
and Takashi Yokoyama is elected as an Audit & Supervisory Board Member, he will become an insured under thisinsurance policy. The insurance policy is scheduled to be renewed with the same terms and conditions at the next
renewal.
4. In the event that this proposal is approved and adopted and Takashi Yokoyama is elected as an Audit & Supervisory
Board Member, the Company plans to enter into an agreement with him to limit his liability for damages under Article
423, paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is theamount provided for under laws and regulations.
5. Takashi Yokoyama satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange,
and in the event that this proposal is approved and adopted and he is elected as an Audit & Supervisory Board Member,the Company plans to submit notification to the aforementioned exchange concerning his appointment as anindependent officer.

-8-

<Reference> Composition of Officers
The following composition of Officers is based on the assumption that Proposals No. 1 and No. 2 are approved as
proposed at the General Meeting of Shareholders and that the current Audit & Supervisory Board Members are in
office.
Attribute

Hideki
AkiyamaKazutoshi
Kanai

Ren
Yokoshima

Makio
Kitahara
Akihiko
Kishimoto
Masaharu
Miyasaka
Seiichi
HiranoTakeshiMiyazaki
Hiromichi
Sasaki
JunichiTakemura
TakashiYokoyama

Independent

Taizo
Yokoshima

OutsideName

Position andresponsibilities
in theCompany

Representative
Director andPresident
Director
Supervising
the sales
department
Director
Supervising
the businessdepartment
Director
Supervising
the corporate
planning
department
Director
Supervising
the accounting
and financedepartment

Experience, skills, etc.

Corporate
BusinessSales/
managerelated
marketingmentexpertise

●

●

●

●

●

●

IT

Diversity

Finance/accounting

Experience
Personnel
Legal
in otheraffairs/
Overseasaffairs/business
generalexperience
compliance fields/inaffairs
dustries

●

●

●

●

●

●

Director○ ○●Director

○ ○

●

●

Director

○ ○

●

●

●

●

●

Full-time
Audit &
Supervisory
Board Member
Audit &
Supervisory○
Board Member
Audit &
Supervisory○
Board Member
Audit &
Supervisory○
Board Member

○

●

○

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●
●

○

●

* The above table does not represent all of the knowledge possessed by the officers.

-9-

●
●

●

●

●