Note: This document has been translated from 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.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arisingfrom the translation

Securities Code: 6882
June 4, 2024

To Our Shareholders:
3-1-56 Nishiawaji, Higashiyodogawa-ku, Osaka
Sansha Electric Manufacturing Co., Ltd.
Hajimu Yoshimura
President

Notice of the 90th Annual Meeting of Shareholders
We would like to thank you for your continued support.
You are hereby notified that the 90th Annual Meeting of Shareholders of the Company will be held as
described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide theinformation contained in the Reference Documents for the General Meeting of Shareholders, etc. (mattersto be provided electronically) electronically and posted them on the Company's website on the Internet,
so please access the Company's website below and check the contents.
URL for Sansha Electric Manufacturing Co., Ltd Website: https://www.sansha.co.jp/ir/meeting.html
The information subject to electronic provision is published not only via the Company’s Website
mentioned above, but also via the Website of Tokyo Stock Exchange, Japan Exchange Group (JPX).
Therefore, if necessary, please access the JPX’s website (https://www.jpx.co.jp/english/), and search forthe information concerning Sansha Electric Manufacturing Co., Ltd by inputting the Company’s securities
code 6882 into the window of the search engine titled “Listed Company Search,” then click “Basic
information,” “Documents for public inspection/PR information,” and “Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting.”
URL for information about Sansha Electric Manufacturing Co., Ltd on the JPX’s Website:
https://www2.jpx.co.jp/tseHpFront/StockSearch.do?callJorEFlg=1&method=&topSearchStr=6882
If you do not attend the meeting, please exercise your voting rights in advance via the Internet or in writing.
Please review the “Reference Document for the Annual Meeting of Shareholders” and exercise yourvoting rights no later than 5:10 p.m., on June 24 (Monday), 2024.
Sincerely yours,

1. Date and Time:

Details
Tuesday, June 25, 2024 at 10:00 a.m. (sign-in starts at 9:00 a.m.)

2. Place:

5-14-10 Nishinakajima Yodogawa-ku, Osaka
New Osaka Hotel, 3th Floor, room “Yodo”

3. Agenda:
Matters to be reported: 1.

2.

The business report, the consolidated financial statements and theresults of consolidated financial statement audits by the Accounting
Auditor and the Board of Corporate Auditors for the 90th businessperiod (April 1, 2023 to March 31, 2024)
The non-consolidated financial statements for the 90th business period(April 1, 2023 to March 31, 2024)-1-

Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3
Proposal 4

Partial Amendment to the Articles of Incorporation
Election of Seven (7) Directors
Election of Three (3) Audit & Supervisory Board Members
Election of One (1) Substitute Audit & Supervisory Board Member

4

Other Matters to be Determined by the Board of Directors at the Convocation
1) If you exercise your voting rights in writing (by mail) and do not indicate your approval ordisapproval of any of the proposals on the Voting Rights Exercise Form, we will assume that you
have voted in favor of the proposals.
2) If you exercise your voting rights twice, once via the Internet and once in writing (by mail), we
will treat the Internet vote as the valid exercise of your voting rights. If you exercise your voting
rights more than once via the Internet, we will treat the last vote as the valid exercise of your voting
rights.
3) If you wish to exercise your voting rights by proxy, one other shareholder with voting rights may
attend the meeting as your proxy. Please note, however, that a document evidencing the proxy's
power of representation must be submitted.



Shareholders who have made a request for delivery of the document will also receive a document stating the matters tobe provided electronically, but such document will exclude the following matters in accordance with the provisions oflaws and regulations and the Articles of Incorporation of the Company.
1. “Structure and Policy of Company” in the Business Report
2. “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in theConsolidated Financial Statements
3. “Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Non-consolidated
Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
included in this document are a part of the subject documents on which the accounting auditor has prepared the accounting
audit report and the statutory auditor has prepared the audit report.
In the event of any modification to the electronic provision measures, a notice will be posted on the aforementioned
Company's Website (https://www.sansha.co.jp/) and on the JPX’s Website (https://www2.jpx.co.jp), both before and after
the modification.

-2-

Reference Document for the Annual Meeting of Shareholders
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reason for the proposal
In preparation for a shortage in the number of Audit & Supervisory Board Members stipulated in laws and ordinances, theCompany will establish a new provision regarding Substitute Audit & Supervisory Board Members, stipulate the effective
period of the resolution to elect a Substitute Audit & Supervisory Board Member, and clarify the term of office of a Substitute
Audit & Supervisory Board Member when he/she assumes office as an Audit & Supervisory Board Member.
2. Proposed revision
The proposed revision are as follows.
(The part underlined denotes the revision.)
The existing Articles of Incorporation
Election
Article 27 (omission of the text)(ii) (omission of the text)(New stipulation)

Proposed revision
Election
Article 27 (as it is now)(ii) (as it is now)(ⅲ) Pursuant to Article 329, Paragraph 3 of theCompanies Act, the Company may elect a
Substitute Audit & Supervisory Board
Member at a general meeting of shareholders
in preparation for a shortage in the number ofAudit & Supervisory Board Members
stipulated by law or these Articles ofIncorporation.
(ⅳ) The period during which the resolution for theelection of a Substitute Audit & Supervisory
Board Member set forth in the preceding
paragraph shall remain in effect shall be until
the beginning of the Ordinary General
Meeting of Shareholders relating to the last
fiscal year ending within four (4) years after
such resolution is adopted.

(New stipulation)

term of office
Article 28 (omission of the text)(ii) The term of office of an Audit &Supervisory Board Member elected to fill avacancy left by an Audit & Supervisory
Board Member who retires before theexpiration of his/her term of office shall
expire when the term of office of theretiring Audit & Supervisory Board
Member expires.

-3-

term of office
Article 28 (as it is now)(ii) The term of office of an Audit &Supervisory Board Member elected to fill avacancy left by an Audit & Supervisory
Board Member who retires before theexpiration of his/her term of office shall
expire when the term of office of theretiring Audit & Supervisory Board
Member expires. However, in the event thata Substitute Audit & Supervisory Board
Member elected pursuant to Paragraph 3 ofthe preceding Article assumes office as an
Audit & Supervisory Board Member,
his/her term of office shall not exceed theconclusion of the ordinary general meetingof shareholders relating to the last fiscal
year ending within 4 years after his/herelection as a Substitute Audit &Supervisory Board Member.

Proposal 2: Election of Seven (7) Directors
The term of office of all six (6) Directors will expire at the conclusion of the Annual Meeting of Shareholders. The Company
requests the election of Seven (7) Directors.
The candidates for Directors are determined at board meetings after receiving the report from the Nomination andCompensation Committee based on the criteria for appointment of Directors. Also, candidates for Outside Directors satisfy
the “criteria for appointment of Outside Officers and for judgment of independence.”
The candidates for Directors are as follows.
Name(gender)

Candidate
No.

Position and responsibility at the Company

1

Hajimu Yoshimura(male)

Reappointment

2

Masaki Fujiwara(male)

Reappointment

3

Hiroshi Zumoto(male)

Reappointment

4

Hajime Katsushima(male)

Reappointment

5

Akira Uno(male)

Reappointment
Independent

Outside Director
Reappointment

6

Koichi Ina(male)

Independent

Outside Director

Representative Director, President
Chairman of Board of Directors
Member of the Nominating and Compensation Advisory
Committee
Director and Executive Vice President
General Manager of Corporate Strategy
Member of the Nominating and Compensation Advisory
Committee
Director and Senior Managing Operating Officer
Chief Operating Officer of Power Supply System
Manufacturing business
Executive General Manager, Power Supply System
Manufacturing Division

Attendance atboard meetings100%(14/14 meetings)
100%(14/14 meetings)

100%(14/14 meetings)

Director and Managing Operating Officer
Chief Operating Officer of Semiconductor business
Executive General Manager, Technology

100%(14/14 meetings)

Outside Director
Chairman of the Nominating and Compensation Advisory
Committee

86%(12/14 meetings)

Outside Director
Member of the Nominating and Compensation Advisory
Committee

100%(14/14 meetings)

Outside Audit & Supervisory Board Members

100%(14/14 meetings)

New appointment

7

Eriko Nashioka(female)Independent

Outside Director

Notes: 1. There is no special conflict of interest between any of the candidates for Director and the Company.
2. Eriko Nashioka is currently an Outside Audit & Supervisory Board Members of the Company, and her term of office will expire
at the conclusion of this General Meeting of Shareholders. She will have been in office as an Audit & Supervisory Board
Members for four (4) years at the conclusion of this General Meeting of Shareholders.
3. The Company entered into the Directors liability insurance contract prescribed in Article 430-3, Paragraph 1 of the Companies
Act, in which all the Directors are the insured. If this proposal is approved as proposed and each candidate assumes the post of
Director, each candidate will become the insured of the said contract. The said contract is to cover the insured Directors, etc.
against damages that could arise from taking responsibilities regarding the performance of their duties or being asked forcompensation regarding the pursuit of the said responsibilities. However, there are certain exemptions; for example, damages
arising from an act that the insured conducts knowing it is in violation of laws and regulations are not covered. Premiums isborne by the Company. If the candidate assumes office as a director, he/she will be insured under such insurance policy and thepolicy will be renewed with the same terms during his/her term of office.

-4-

Candidate
No.

1

Name
(Date of birth& gender)Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1976

Joined Matsushita Electric Works, Ltd. (currently PanasonicHoldings Corporation)

Jan. 2001

Vice President, U.S. Research Lab, Matsushita Electric Works,
Ltd.

Apr. 2007

Operating Officer and General Manager of Lighting Device
Development Division, Matsushita Electric Works, Ltd.

Reappointment

June 2007

President, SUNX Co., Ltd. (currently Panasonic Industrial
Devices SUNX Co., Ltd.)

Hajimu Yoshimura(January 10, 1954;
70 years of age,male)

June 2012

President, Panasonic Ecology Systems Co., Ltd.

Aug. 2014

Advisor, the Company

Jan. 2015

Vice President and Operating Officer in charge of overallmanagement, the Company

June 2015

Director, Vice President and Operating Officer, Planning
Division, the Company

June 2017

Representative Director, Vice President and Operating Officer,
the Company

Apr. 2018

Representative Director, President, the Company (incumbent)

Number of theCompany’s
shares owned

27,200 shares[Reason for nomination as a candidate for Director ]Hajimu Yoshimura has abundant experience and extensive knowledge he has gained as a management executive in the
major Japanese electronics manufacturer. In addition, he has served as Vice President of an overseas affiliate of theGroup and thus has broad-based knowledge of global corporate management. Furthermore, after he assumed thepresidency of the Company , he adopted the vision, ”Global Power Solution Partner,” and has promoted a growthstrategy and managerial reform to improve the corporate value. As we believe it appropriate to manage the Group under
his leadership to ensure sustainable growth and further development of the Company, we nominate him as a candidate
for Director.
Attendance at board meetings: 14/14 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 9 years-5-Candidate
No.

Name
(Date of birth& gender)Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1977
Jan. 2000

Masaki Fujiwara(December 23, 1953;
70 years of age,male)
2

Joined Matsushita Electric Industrial Co., Ltd. (currently
Panasonic Holdings Corporation)
Director, Administration, Malaysia Matsushita Television Co.,
Ltd.

Nov. 2004

Director, Technology and Accounting Center, Matsushita
Electric Industrial Co., Ltd.

Dec. 2006

Director, Accounting Center, Panasonic AVC Networks,
Matsushita Electric Industrial Co., Ltd.

May 2010

President, Panasonic Insurance Service Co., Ltd.

Mar. 2014

Advisor, the Company

June 2014

Director, Senior Managing Operating Officer, the Company
General Manager of Administration, the Company

Mar. 2018

Outside Audit & Supervisory Board Member, KUBOTA
Corporation

Apr. 2018

Director, Senior Managing Operating Officer, the Company
General Manager of Corporate Strategy, the Company

Apr. 2023

Director, Executive Vice President, the Company (incumbent)
General Manager of Corporate Strategy, the Company(incumbent)

Reappointment

Number of theCompany’s
shares owned

17,700 shares[Reason for nomination as a candidate for Director]
Masaki Fujiwara has abundant corporate management experience and extensive knowledge of administration he has
gained as a management executive in the major Japanese electronics manufacturer. In addition, he has served as Directorof an overseas affiliate of the Group and thus is equipped with global perspectives. Since assuming office as Director of
the Company in June 2014, he has overseen the administrative and corporate strategy divisions of the Company and has
served as Director, Executive Vice President since April 2023. As we believe he is capable of fully leveraging his
abundant experience in the Group’s future business development, we nominate him as a candidate for a Director.
Attendance at board meetings: 14/14 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 10 years-6-Candidate
No.

Name
(Date of birth& gender)Reappointment

Hiroshi Zumoto(April 18, 1959;
65 years of age,male)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1982

Joined the Company

May 2005

General Manager, Manufacturing Engineering Department ,the Company

Sep. 2011

Manager, Okayama Plant, the Company

Apr. 2012

Operating Officer, the Company
Executive General Manager, Semiconductor Manufacturing
Division, the Company
General Manager, Okayama Plant, the Company

Apr. 2018

Managing Operating Officer, the Company
Executive General Manager, Semiconductor Manufacturing
Division, the Company

Apr. 2020

Managing Operating Officer, the Company
Chief Operating Officer of Semiconductor business, theCompany
Executive General Manager, Semiconductor Manufacturing
Division, the Company

June. 2021

Director, Managing Operating Officer, the Company
Chief Operating Officer of Semiconductor business, theCompany
Executive General Manager, Semiconductor Manufacturing
Division, the Company

Apr. 2023

Director, Senior Managing Operating Officer, the Company(incumbent)
Chief Operating Officer of Power Supply System
Manufacturing business, the Company (incumbent)
Executive General Manager, Power Supply System
Manufacturing Division, the Company(incumbent)

3

Number of theCompany’s
shares owned

9,500 shares(Significant concurrent positions)
Chairman, SANREX LIMITED(HONG KONG)
Chairman, SANSHA ELECTRIC MFG. (GUANGDONG) CO., LTD.
(CHINA)[Reason for nomination as a candidate for Director]
Since joining the Company, Hiroshi Zumoto has been involved in improving productivity and strengthening the
production system as a person in charge of production technology. After holding key positions in the semiconductorbusiness from April 2012, he assumed the position of Director of the Company in June 2021. Since then, he has played
an appropriate role in overseeing the semiconductor business with his high level of competence and expertise in thefield, as well as supervising the Company's management. Since April 2023, he has been responsible for overseeing thePower Supply System Manufacturing business, and we have determined that he can fully demonstrate his wealth ofexperience in the future development of our business, and therefore we continue to nominate him as a candidate for
Director.
Attendance at board meetings: 14/14 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 3 years-7-Candidate
No.

Name
(Date of birth& gender)Reappointment

Hajime Katsushima(January 29, 1959;
65 years of age,male)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1981

Joined the Company

Apr. 2009

General Manager, Research Department , the Company

Apr. 2011

Operating Officer, the Company
Executive General Manager, Engineering and Development
Division, the Company

Nov. 2016

Representative Director, President, Sansha Electric EasternCO., LTD(currently Suwa Sansha Electric Co., Ltd)

Apr. 2021

Managing Operating Officer, the Company
Assistant Chief Operating Officer of Power Supply System
Manufacturing business, the Company
Executive General Manager, Power Supply System
Manufacturing Division, the Company

Apr. 2022

Managing Operating Officer, the Company
Chief Operating Officer of Power Supply System
Manufacturing business, the Company
Executive General Manager, Power Supply System
Manufacturing Division, the Company

June 2022

Director, Managing Operating Officer, the Company
Chief Operating Officer of Power Supply System
Manufacturing business, the Company
Executive General Manager, Power Supply System
Manufacturing Division, the Company

Apr. 2023

Director, Managing Operating Officer, the Company(incumbent)
Chief Operating Officer of Semiconductor business, theCompany (incumbent)
Executive General Manager, Technology, theCompany(incumbent)

4

Number of theCompany’s
shares owned

13,000 shares(Significant concurrent positions)
Chairman, SANSHA ELECTRIC MFG. (SHANGHAI ) CO., LTD.
(CHINA)[Reason for nomination as a candidate for Director]
Since joining the Company, Hajime Katsushima has been involved in product development in the new energy field as aperson in charge of R&D. Since November 2016, he has been involved in the management of Group companies as theRepresentative Director and President. After serving as General Manager of the Power Supply System Manufacturingbussiness, he was appointed Head of Semiconductor Business and General Manager of the Technology Division in April
2023. We have determined that it is necessary to utilize his wealth of experience and expertise in order to implement our
growth strategy and to continuously improve the corporate value of our group in the future, and have therefore
nominated him as a candidate for Director.
Attendance at board meetings: 14/14 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 2 years-8-Candidate
No.

Name
(Date of birth& gender)Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1966

Joined The Sumitomo Bank, Limited (currently Sumitomo
Mitsui Banking Corporation)

June 1993

Director and Manager of Ningyocho Branch, The Sumitomo
Bank, Limited

Feb. 1996

Representative Executive Director, Sumitomo Credit Service
Co., Ltd.

June 2000

Representative Director and Vice President, Sumitomo Credit
Service Co., Ltd.

Reappointment

Apr. 2001

Representative Director and Vice President, Sumitomo Mitsui
Card Company, Limited due to merger

Independent

June 2003

Chairman and Operating Officer, SMBC Consulting Co., Ltd.

Outside Director

Feb. 2006

Operating Officer, Japan Post Holdings Co., Ltd.

Oct. 2007

Managing Officer, Japan Post Bank Co., Ltd.

June 2009

Outside Director, HASHIMOTO SOGYO Ltd. (currently
HASHIMOTO SOGYO HOLDINGS Ltd.) (incumbent)

Aug. 2009

Special Advisor, the Company

June 2014

Outside Director, the Company (incumbent)

Akira Uno
(August 15, 1942;
81 years of age,male)

Number of theCompany’s
shares owned

12,000 shares(Significant concurrent positions)
Outside Director, HASHIMOTO SOGYO HOLDINGS Ltd
Fellow ,School of Business at Graduate School of Economics, Kyoto
University (Doctor of Economics)
Senior Executive Fellow, DMG MORI Co., LTD.
5

Special Assistant to the President, Kyoto University[Reason for appointment as a candidate for Outside Director]
Akira Uno is the candidate for Outside Director. He has abundant experience and knowledge he has gained as amanagement executive of many companies. He provides recommendations and advice on the Group’s growth strategy
and managerial reform at its board meetings as Outside Director and the Chairman of the Nomination and Compensation
Committee, and performs a decision-making function and supervisory function. As we believe he is qualified tosupervise the management of the Company, we nominate him as a candidate for Outside Director.
[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
There is no special relationship between the Company and HASHIMOTO SOGYO HOLDINGS Ltd., Kyoto University,and DMG MORI Co., LTD. at which Akira Uno holds concurrent positions.
[Liability limitation agreement]
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement limiting liability for damages under Article 423, Paragraph 1 of the Companies Act with Akira Uno. The limitof liability for damages under the agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act.
The Company will continue said agreement if his reappointment is approved.
[Notification as Independent Officer]
Akira Uno had performed duties at Sumitomo Mitsui Banking Corporation (the Sumitomo Bank, Limited at the time hejoined the bank), which is one of the correspondent banks of the Company, as well as affiliated companies of the bank,
until February 2006. However, his transactions with the bank are based on general agreements, and it has been 18 years
since he retired from the bank. Accordingly, the Company has determined that he has no potential conflict of interest
with general shareholders and notified him as an Independent Officer to the Tokyo Stock Exchange. The Company willcontinue to appoint him as an Independent Officer if his reappointment is approved.
Attendance at board meetings: 12/14 meetings
Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 10 years-9-Candidate
No.

Name
(Date of birth& gender)Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1973
June 2002

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Director, Toyota Motor Co., Ltd.

Reappointment

June 2007

Senior Managing Director, Toyota Motor Co., Ltd.

Independent

June 2009

Number of theCompany’s shares
owned

Advisor, Toyota Motor Co., Ltd.
Director and Vice President, DAIHATSU MOTOR CO., LTD.

Outside Director

June 2010

President, DAIHATSU MOTOR CO., LTD.

Koichi Ina(May 6, 1948;
76 years of age,male)

June 2013

Chairman, DAIHATSU MOTOR CO., LTD.

June 2015

Outside Director, KUBOTA Corporation

June 2016

Senior Adviser, DAIHATSU MOTOR CO., LTD.

June 2019

Outside Director, the Company (incumbent)

30,100 shares(Significant concurrent positions)
Chairman, Central Japan Industries Association

6[Reason for appointment as a candidate for Outside Director]
Koichi Ina is the candidate for Outside Director. In the past, he served as President and Representative Director of
DAIHATSU MOTOR CO., LTD.
In April 2023, at that company, the Company discovered that there had been misconduct in the application forcertification of side impact tests for vehicles developed by the company for overseas markets.
Through this experience, he has deep insight and knowledge regarding risk management, strengthening compliance, andimproving governance, and we expect him to provide advice to the Company. He has abundant experience and broad
knowledge he has gained as an engineer. He provides recommendations and advice on the Group’s growth strategy andmanagerial reform at its board meetings as Outside Director and Member of the Nomination and Compensation
Committee, and performs the decision-making function and supervisory function. As we believe he is qualified tosupervise the management of the Company, we nominate him as a candidate for Outside Director.
[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
There is no special relationship between the Company and Central Japan Industries Association at which Koichi Ina has
concurrent positions.
[Liability limitation agreement]
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement limiting liability for damages under Article 423, Paragraph 1 of the Companies Act with Koichi Ina. The limitof liability for damages under the agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act.
The Company will continue said agreement if his reelection is approved.
[Notification as Independent Officer]
The Company has notified Koichi Ina as an Independent Executive Officer to the Tokyo Stock Exchange. The Company
will continue to appoint him as an Independent Officer if his reappointment is approved.
Attendance at board meetings: 14/14 meetings
Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 5 years- 10 -

Candidate
No.

Name
(Date of birth& gender)New appointment
Independent
Outside Director

Eriko Nashioka(February 13, 1967;
57 years of age,female)7

Brief profile, position and responsibility at the Company(Significant concurrent positions)Oct. 1991

Joined Ota Showa Audit Corporation (currently Ernst &Young ShinNihon LLC)

Apr. 1995

Registered as a Certified Public Accountant

Apr. 2004

Director, Institute for Environmental Management Accounting

July 2004

Director, Nashioka Accounting Office (incumbent)

Apr. 2013

Representative Director, Institute for Environmental
Management Accounting (incumbent)

June 2020

Outside Audit & Supervisory Board Members, the Company(incumbent)

June 2022

Outside Director (Audit and Supervisory Committee Member),
FUKUSHIMA GALILEI CO. LTD. (incumbent)

June. 2022

Outside Audit & Supervisory Board Members, OSAKA GASCO.,LTD. (incumbent)

Number of theCompany’s
shares owned

1,300 shares(Significant concurrent positions)
Outside Director (Audit and Supervisory Committee Members),
FUKUSHIMA GALILEI CO. LTD.
Outside Audit & Supervisory Board Members, OSAKA GAS CO.,LTD.
Representative Director, Institute for Environmental Management
Accounting
Director, Nashioka Accounting Office
Lecturer (Part-time), Faculty of Commerce, Doshisha University[Reason for nomination as a candidate for Outside Director]
Eriko Nashioka is the candidate for Outside Director. She has extensive experience as a certified public accountant anda high level of expertise in finance and accounting. Furthermore, he has deep insight into sustainability, including
environmental accounting, and can be expected to provide advice and recommendations on the Company's
sustainability and environmental issues. In addition, She is nominated as a candidate for outside director because he isexpected to contribute to strengthening the functions of the Board of Directors and participate in important decisionmaking based on his experience as an Outside Audit & Supervisory Board Members of the Company for four years.
[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
There is no special relationship between the Company and FUKUSHIMA GALILEI CO. LTD., OSAKA GASCO.,LTD., Institute for Environmental Management Accounting, Nashioka Accounting Office, and Doshisha
University at which Eriko Nashioka holds concurrent positions.
[Liability limitation agreement]
The Company has entered into an agreement with Eriko Nashioka, as an Outside Audit & Supervisory Board
Members , pursuant to Article 427, Paragraph 1 of the Companies Act, that her liability stipulated in Article 423,
Paragraph 1 of the said Act shall be limited to the total of the amounts stipulated in each item of Article 425, Paragraph
1 of the said Act. The Company will continue said agreement if her election is approved.
[Notification as Independent Officer]
The Company has notified Eriko Nashioka as an Independent Executive Officer to the Tokyo Stock Exchange. The
Company will continue to appoint him as an Independent Officer if her appointment is approved.
Attendance at board meetings: 14/14 meetings- 11 -

Proposal 3: Election of Three (3) Audit & Supervisory Board Members
The term of office of all three (3) Audit & Supervisory Board Members will expire at the conclusion of the Annual Meetingof Shareholders.The Company requests the election of three (3) Audit & Supervisory Board Members.
With regard to this agenda item, the consent of the Board of Audit & Supervisory Board Members has been obtained.
The candidates for Audit & Supervisory Board Members are as follows.

Name(gender)

Candidate No.

1Ichiro Kitano(male)

Position at the Company

Reappointment

Attendance atboard meetings

Attendanceat board ofcorporate auditors
meetings

Audit & Supervisory Board Member（fulltime）

100%
100%
(14/14meetings) (13/13 meetings)

Outside Audit & Supervisory Board Member

100%
100%
(14/14meetings) (13/13 meetings)

Reappointment

2

Kazuhiro Egawa(male)

Independent
Outside Audit &Supervisory Board
Members
New appointment

3

Maiko Ueda
(female)Independent

－

－

－

Outside Audit &Supervisory Board
Members

Note: 1. There is no special conflict of interest between any of the candidates for Audit & Supervisory Board Members and the Company.
2. The Company entered into the Audit & Supervisory Board Members liability insurance contract prescribed in Article 430-3,
Paragraph 1 of the Companies Act, in which all the Audit & Supervisory Board Members are the insured. If this proposal isapproved as proposed and each candidate assumes the post of Audit & Supervisory Board Member, each candidate will become
the insured of the said contract. The said contract is to cover the insured Audit & Supervisory Board Members, etc. against
damages that could arise from taking responsibilities regarding the performance of their duties or being asked for compensation
regarding the pursuit of the said responsibilities. However, there are certain exemptions; for example, damages arising from an
act that the insured conducts knowing it is in violation of laws and regulations are not covered. Premiums is borne by the Company.
If the candidate assumes office as an Audit & Supervisory Board Member, he/she will be insured under such insurance

policy and the policy will be renewed with the same coverage during his/her term of office.

- 12 -

Candidate
No.

Name
(Date of birth& gender)Reappointment

Ichiro Kitano(July 21, 1959;
64 years of age,male)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1982

Joined the Company

Apr. 2009

General Manager, Design Department, the Company

Apr. 2011

Manager, Shiga Plant, the Company

Apr. 2014

Operating Officer, the Company
Assistant Executive General Manager, Power Supply System
Manufacturing, the Company

June 2016

Number of theCompany’s
shares owned

5,400 shares

Audit & Supervisory Board Members , the Company(full-time)(incumbent)(Significant concurrent positions)1

Audit & Supervisory Board Members , Sansha Solution Service Co., Ltd.
Audit & Supervisory Board Members , Suwa Sansha Electric Co., Ltd[Reason for nomination as a candidate for Audit & Supervisory Board Members]
Ichiro Kitano has been engaged in power supply product designing and manufacturing operations at the Company overmany years and has abundant business experience. since his appointment as a corporate Audit & Supervisory Board
Members of the Company in 2016, he has participated in important meetings as a full-time Audit & Supervisory Board
Members and has carried out management monitoring from an objective and independent perspective. Based on theseaccomplishments, we have determined that he is qualified and continue to nominate him as a candidate for the positionof Audit & Supervisory Board Members.
Attendance at board meetings: 14/14 meetings
Attendance at board of corporate auditors meetings: 13/13 meetings
Number of years in office of Audit & Supervisory Board Members (at the conclusion of the Annual Meeting of
Shareholders):8 years- 13 -

Candidate
No.

Name
(Date of birth& gender)Reappointment
Independent
Outside Audit &Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1997

Registered as a practicing attorney with the Osaka Bar
Association

Apr. 1997

Joined Yoshiaki Takasawa Law OfficeFeb. 2000

Outside Corporate Auditor, Zojirushi Corporation

Oct. 2000

Established Nakatsuka and Egawa Law Office

Supervisory
Board Member

Aug. 2003

Director, Eiwa Law Office (incumbent)

Dec. 2006

Outside Corporate Auditor, SK-Electronics Co., LTD.

Kazuhiro Egawa(November 1, 1955;
68 years of age,male)

Dec. 2019

Outside Director (Audit and Supervisory Committee Member),
SK-Electronics Co., LTD.

June 2020

Outside Audit & Supervisory Board Members, the Company(incumbent)

Number of theCompany’s
shares owned

400 shares(Significant concurrent positions)
Director, Eiwa Law Office2[Reason for nomination as a candidate for Outside Audit & Supervisory Board Members]
Kazuhiro Egawa is the candidate for Outside Audit & Supervisory Board Member. He has many years of experience
as an attorney and deep insights as an expert in law. In addition, he was involved in corporate management as Outside
Director at another company. Currently, as an Outside Audit & Supervisory Board Member of the Company, heattends and advises the Nomination and Compensation Advisory Committee's deliberations on executive
compensation as an observer. For these reasons, we have determined that he will be able to appropriately perform his
duties as an outside corporate auditor and have nominated him as a candidate for the position of Outside Audit &Supervisory Board Member.
[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
There is no special relationship between the Company and Eiwa Law Office at which Kazuhiro Egawa holds
concurrent positions.
[Liability limitation agreement]
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement limiting liability for damages under Article 423, Paragraph 1 of the Companies Act with Kazuhiro Egawa.
The limit of liability for damages under the agreement is the amount specified in Article 425, Paragraph 1 of theCompanies Act. The Company will continue said agreement if his reelection is approved.
[Notification as Independent Officer]
The Company has notified Kazuhiro Egawa as an Independent Executive Officer to the Tokyo Stock Exchange. The
Company will continue to appoint him as an Independent Officer if his reappointment is approved.
Attendance at board meetings: 14/14 meetings
Attendance at board of corporate auditors meetings: 13/13 meetings
Number of years in office of Audit & Supervisory Board Members (at the conclusion of the Annual Meeting of
Shareholders):4 years- 14 -

Candidate
No.

Name
(Date of birth& gender)Apr. 1992

Joined Sharp Corporation

Oct 1997

Joined Asahi Audit Corporation(currently KPMG AZSA LLC)

July 2004

Director, Ueda Certified Public Accountant Office (incumbent)

Supervisory
Board Member

July 2007

Joined Seiyu Audit Corporation(Part-time) (incumbent)

Mar 2010

Joined Daichi Audit Corporation(Part-time) (incumbent)

Maiko Ueda
(August 2, 1969;
54 years of age,female)June. 2023

Auditor, Kansai Industry Activation Council (incumbent)

New appointment
Independent
Outside Audit &3

Brief profile, position and responsibility at the Company(Significant concurrent positions)

Number of theCompany’s
shares owned－ shares(Significant concurrent positions)
Director, Ueda Certified Public Accountant Office
Auditor, Kansai Industry Activation Council[Reason for nomination as a candidate for Outside Audit & Supervisory Board Members]
Maiko Ueda is the candidate for Outside Audit & Supervisory Board Member. She has abundant experience and a highlevel of expertise in finance and accounting as a certified public accountant and is also a licensed tax accountant. Basedon these reasons, we believe she is qualified to properly perform her duties of Outside Audit & Supervisory Board
Member and nominate her as a candidate for Outside Audit & Supervisory Board Member.
[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
There is no special relationship between the Company and Ueda Certified Public Accountant Office, Seiyu Audit
Corporation, Daichi Audit Corporation, and Kansai Industry Activation Council at which Maiko Ueda holds concurrent
positions.
[Liability limitation agreement]
If Maiko Ueda’s election is approved, the Company will enter into an agreement with her to limit her liability as
provided for by Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427,
Paragraph 1 of the said Law. The limit of liability for damages under the agreement is the amount specified in Article
425, Paragraph 1 of the Companies Act.
[Notification as Independent Officer]
If the election of Maiko Ueda as Outside Audit & Supervisory Board Member is approved, the Company will register
her with the Tokyo Stock Exchange as Independent Officer as set forth by the Tokyo Stock Exchange.

- 15 -

Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member
Substitute Audit & Supervisory Board Member in preparation for a shortage in the number of Audit & Supervisory Board
Member stipulated in laws and regulations. The election of a Substitute Audit & Supervisory Board Member will be effective
until the beginning of the ordinary general meeting of shareholders relating to the last fiscal year ending within four years after
his/her election, provided that Proposal 1, "Partial Amendments to the Articles of Incorporation," is approved.
With regard to this agenda item, the consent of the Board of Audit & Supervisory Board Members has been obtained.
The candidate for the Substitute Audit & Supervisory Board Member is as follows
Name(Date of birth& gender)Brief profile, position and responsibility at the Company(Significant concurrent positions)

New appointment

Apr. 1988

Practicing Lawyer
Joined Tawara Law Office (incumbent)

Independent

Sep. 1999

Committee member,Osaka Prefectural City Part-Time
Employees Public Service Injury Compensation Recognition
Committee (incumbent)

Sep. 2000

Supervisor, Incorporated educational institution Kobe Gakuin(incumbent)

Apr. 2004

Mediator, Osaka Summary Court (incumbent)

June 2009

Outside Audit & Supervisory Board Member, the Company

Substitute Outside
Audit &
Supervisory
Board Member
Yoichi Ogawa(June 13, 1960;
64 years of age,male)

Number of theCompany’s
shares owned

4,600 shares[Reason for nomination as a candidate for Substitute Audit & Supervisory Board Members]
Yoichi Ogaewa is the candidate for Substitute Outside Audit & Supervisory Board Member. He has a high degree ofexpertise and broad insight in corporate legal affairs,we hope that he will apply his experience to the overallmanagement of the Company. we have selected him as a candidate for Substitute Outside Audit &Supervisory Board Members.
Notes:
1. There is no special conflict of interest between candidates and the Company.
2. Yoichi Ogawa is proposed for election as a substitute for Outside Audit & Supervisory Board Member. Upon his
appointment as an Outside Audit & Supervisory Board Member, the Company will register her with the Tokyo Stock
Exchange as Independent Officer as set forth by the Tokyo Stock Exchange.
3. If Yoichi Ogawa’s upon his appointment Substitute Audit & Supervisory Board Member, the Company will enter
into an agreement with her to limit her liability as provided for by Article 423, Paragraph 1 of the Companies Act inaccordance with the provisions of Article 427, Paragraph 1 of the said Law. The limit of liability for damages under
the agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act.
4. The Company entered into the Audit & Supervisory Board Members liability insurance contract prescribed in Article
430-3, Paragraph 1 of the Companies Act, in which all the Audit & Supervisory Board Members are the insured. If
this proposal is approved as proposed and each candidate assumes the post of Audit & Supervisory Board Member,each candidate will become the insured of the said contract. The said contract is to cover the insured Audit &Supervisory Board Members, etc. against damages that could arise from taking responsibilities regarding theperformance of their duties or being asked for compensation regarding the pursuit of the said responsibilities.
However, there are certain exemptions; for example, damages arising from an act that the insured conducts knowing
it is in violation of laws and regulations are not covered. Premiums is borne by the Company. If the candidate
assumes office as an Audit & Supervisory Board Member, he will be insured under the relevant insurance policy andthe policy will be renewed during his term of office.

- 16 -

<Reference>I.

Criteria for Appointment/Dismissal of Directors and Corporate Auditors[Appointment Criteria]
1. Such person has an excellent personality, knowledge and management sense, and is familiar with managerial issues.
2. Such person has a superior ability to make analysis and judgment objectively from a company-wide perspective.
3. Such person can state his/her opinion positively from a company-wide perspective.
4. Such person can secure time and effort required to properly perform his/her duties and responsibilities as Director/Corporate Auditor.
5. Such person satisfies statutory eligibility requirements for Director/Corporate Auditor.
6. As for a candidate for Outside Director/Outside Corporate Auditor, such person satisfies the Company’s criteria for judgment of
independence.
7. The appointment of such candidate for Director maintains the diversity of experience and expertise, has the Board of Directors exercise
its function most efficiently and effectively, and brings a balance so that management is supervised throughout the Company.
8. The appointment of such candidate for Corporate Auditor brings a balance among knowledge, experience and expertise.
At least one Corporate Auditor has considerable knowledge in finance and accounting.
[Dismissal Criteria]
1. Cases where a material fact in violation of laws, regulations or the Articles of Incorporation is found.
2. Cases where a significant deviation from the appointment criteria is found.
3. Cases where the corporate value is significantly damaged by a failure to perform duties.
4. Cases where an event occurs that makes appropriate execution of duties difficult.
II. Criteria for Appointment of Outside Officers and for Judgment of Independence of the Company[Criteria for Appointment of Outside Officers]
1. Such person has an excellent personality, high ethical standards and is physically and mentally fit.
2. Such person has a high level of expertise and abundant experience in areas such as business management, corporate management, legal
affairs and accounting.
3. Such person can secure sufficient time to attend board meetings, etc. and is qualified to perform his/her duties.
4. Such person satisfies statutory eligibility requirements for Outside Officer.
[Criteria for Judgment of Independence]
Outside Officers to whom none of the following conditions applies can be “Independent Officers.”
1. Person who performs or has performed duties of the Group
2. Person who performs duties of a major business partner of the Group (customer or supplier whose transaction amount exceeds 1% of
the annual consolidated sales in the latest business period) or its parent company or important subsidiary
3. Person who performs duties of a financial institution which is essential to the Group’s funding and cannot be replaced and on which
the Group relies, or other major creditor or its parent company or important subsidiary
4. Consultant, accountant, tax accountant or lawyer who earns money or other assets over 10 million yen (average of the past three years)
in a year from the Group other than director’s remuneration
5. Member of the audit firm which performs an accounting audit of the Group or staff who has been directly engaged in audit of the Group
6. Person who performs duties of a major shareholder, a major shareholder organization or its group whose shareholding ratio is morethan 10% in the Company’s latest shareholder registry
7. Person who satisfied conditions 2 through 5 above in the past three years or a partner/relative within the second degree of kinship of aperson listed in 1 through 6 above- 17 -

III. Composition of Officers [Management System (Planned) after the Approval of Agenda]
Knowledge and experience particularly expected by the Company
Corporate
management
andManagement
strategyOverseasbusiness
experience

Businessstrategy

R&D and
Production

HajimuYoshimura









MasakiFujiwaraHiroshi
ZumotoHajimeKatsushima

●

●

●

Audit & Supervisory
Board Members

Director

Name

Independence

Akira Uno

Koichi Ina





Eriko
NashiokaIchiro Kitano

Maiko Ueda



Corporate
management andManagement
Overallmanagement strategy
skillsOverseasbusiness
experience

Businesscore skills

Functionalcore skills

Legal affairs
andCompliance





●


Kazuhiro
Egawa

Finance,accounting










Reasons for selecting skills

Skill requirements

Requires management experience and achievements incorporate management and the formulation andpromotion of management strategies to realize theGroup's growth strategy

Management experience as arepresentative director or officer in acompany

Requires overseas business management experience, and Experience as a representative ofknowledge and experience of an overseas businessoverseas subsidiary, head of overseas
environment to respond to global business development business division, or executive officer

As the Company's business area is a niche and highly
specialized market based on power electronics
Business strategy technology, this position requires a high level ofknowledge in such area as well as experience in
executing business strategies

Executive in charge of businessdivision, head of division and personwith equivalent experience as senior
management

R&D and
Production

Requires knowledge and experience to develop safe,
secure, and high-quality products and realize integrated
production from design to production

Executive in charge of R&D andproduction division, head of divisionand person with equivalent experience
as senior management

Finance,accounting

Requires accurate financial reporting, efficientmanagement of invested capital, and knowledge andexperience to enhance shareholder returns- Executive in charge of accounting
and finance division, head of division,
person with equivalent experience andperson with experience in auditing
firm, etc.

Requires knowledge and experience in legal affairs andLegal affairs and compliance fields to ensure effective corporate
compliancegovernance and improve the effectiveness of the Boardof Directors.

- 18 -- Experience as executive in charge oflegal affairs and compliance, head ofdivision, and person with experience ina law firm, etc.