(Securities Code: 6736)
June 10, 2024
(Start date of electronic provisioning measures: May 28, 2024)

Dear Shareholders,

250 Asahi, Kochino-cho, Konan-shi, Aichi, Japan
President and Representative Director

Ryusuke Utsumi

Notice of Convocation of the 53rd Ordinary General Meeting of Shareholders
We express our deep appreciation to each of the shareholders for their continued support.
Please be notified that the 53rd Ordinary General Meeting of Shareholders of SUNCORPORATION (“the Company”)
will be held as outlined below.
The Company has adopted an electronic method of providing the Notice of Convocation of the 53rd Ordinary
General Meeting of Shareholders, which is posted on the following website.
Our website https://www.sun-denshi.co.jp/ir_info/notes/
In addition to the above, the information is also posted on the following website on the Internet.
TSE website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the Tokyo Stock Exchange website above, enter or search for our name or securities code (6736)
and select 'Basic Information' and 'Documents for Public Inspection/PR Information' in this order.
If you are unable to attend the meeting, please review the Reference Documents for the General Meeting of Shareholders
posted in the Electronic Proxy Materials, indicate your approval or disapproval on the enclosed Exercise of Voting
Rights Form, and send it so that it arrives by 6:00 p.m. on Monday, June 24, 2024.
Yours sincerely,

1.
2.

Time and Date Tuesday, June 25, 2024 at 10:00 a.m.
Venue
Conference Room on the 3rd floor of the Company’s Konan Office
250 Asahi, Kochino-cho, Konan-shi, Aichi(Please refer to the map of the venue for the Annual General Meeting of Shareholders at the end of
this document.)

3.

Matters for which the General Meeting of Shareholders is held
Matters to be 1. The business report, consolidated financial statements, and audit results of the consolidated
reportedfinancial statements by the Accounting Auditor and the Audit and Supervisory Committee
for the 53rd Fiscal year (April 1, 2023 to March 31, 2024)
2. The financial statements for the 53rd fiscal year (April 1, 2022 to March 31, 2023)

1

Matters to be resolved
Proposal No. 1
Appropriation of surplus
Proposal No. 2
Appointment of six directors (excluding directors who are Audit and Supervisory Committee
Members)
Proposal No. 3
Appointment of three directors who are Audit and Supervisory Committee Members〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ If no indication of approval or disapproval is made on the voting form for a proposal, it will be treated as an indication of
approval.
◎ In the event of any modifications to the electronic provision measure items, the modifications will be posted on therespective websites where they are posted.

2

Reference Documents Concerning the General Meeting of Shareholders
Agenda and relevant information
Proposal No. 1: Appropriation of surplus
Our basic policy regarding dividends is to return profits taking account of our business performance,
forecast, the balance between safety and our retained earnings, and the medium to long-term free cash
flow. Therefore, we aim to develop business for the future, strengthen the management foundation,and increase corporate value over the medium to long term.
Based on this policy, we propose to pay the year-end dividend for the current fiscal year as follows,
taking into consideration the solid performance of the current fiscal year and our financial position.
1. Matters concerning year-end dividends(1) Type of dividend property: Cash
(2) Matters concerning the allocation of dividend assets to shareholders and the total amount thereof
40 yen per share of common stock of SUNCORPORATION
Total amount: 889,538,040 yen(3) Effective date of the distribution of surplus
June 26, 2024

3

Proposal 2: Appointment of Six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
As the terms of office of all directors (excluding directors who are members of the Audit andSupervisory Committee) will expire at the conclusion of this General Meeting of Shareholders, theCompany proposes the appointment of six (6) Directors (excluding directors who are members of the
Audit and Supervisory Committee). The Audit and Supervisory Committee has stated that there are no
particular matters to be pointed out in connection with this proposal.
The nominees for directors (excluding directors who are Audit and Supervisory Committee
Members) are as follows.
candidate
No.

Name(Date of birth)
Mar. 2008
Jun. 20091

Jun. 2012
Oct. 2018
Apr. 2019
Ryusuke Utsumi Apr. 2020
(Male)(October 8, 1965) Apr. 2020
Apr. 2020
Jul. 2020Feb.2021
Jun. 2021
Aug. 2021
Feb. 2023

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Chubu Association for Management Information
Technology Aichi Venture House Incubation Manager
Manager, Industrial Support Department, Chubu
Aerospace Technology Center
Joined SUNCORPORATION
General Manager, Internal Control Office
General Manager, Internal Audit OfficeDirector of the SUNCORPORATION
Director, Cellebrite DI Ltd.
Director, E-Dream Corporation (to present)
Director, SUNTAC Corporation
Chairman, Cellebrite DI Ltd.
Representative Director of SUNCORPORATION (topresent)
Director, Cellebrite DI Ltd. (to present)
Chairman, EKTech Holding Sdn. Bhd. (to present)

Number ofour shares
held

3,900 shares

Reasons for the appointment as a candidate
Since assuming the position of Director of the Company in April 2020, he has promoted
rationalization of management by utilizing his experience in a wide range of fields and his extensive
knowledge and personal connections as a corporate manager. He has also demonstrated a high degreeof drive and leadership in the management of each subsidiary and in various measures to strengthen
the Company's management base.

4

candidate
No.

Name
(Date of birth)

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions
Oct. 1972
Sep. 1978
Feb. 1980
Sep. 1984
Oct. 1989
Nov. 1994
Sep. 1997
Sep. 2004

Yoshimi Kimura(Male)(April 3, 1948) Sep. 2006

Dec. 2006
Sep. 2008
Sep. 20142

Mar. 2016
Jul. 2018
Jun. 2019
Jun. 2021

Pete Mauik Mitchell Accounting Firm (now KPMG)
George Takahashi Accounting Office
Mackin Industries
President and Consultant, System Pro USA
Showa Ota & Co. (now Ernst & Young ShinNihon LLC)
General Manager, Internal Audit Office, Goodman Co.
Managing Director and General Manager of Administration
Division of the same company
Managing Director, General Manager of Overseas Business
Management Division and General Manager of
Administration Division
Chairman, Avantech Vascular, Inc.
Light Lab Imaging, Inc. Controller
Full-time Auditor of Goodman Corporation
Auditor, Greens Inc.
Director and Audit Committee Member of the same
company
Consultant for SUNCORPORATION
President
andRepresentative
Directorof
SUNCORPORATION
Senior Managing Director and Representative Director of
SUNCORPORATION (to present)

Number ofour shares
held

7,600 shares

Reasons for the appointment as a candidate
He has abundant experience in overseeing corporate management and administration at several
domestic and overseas companies over many years, as well as sufficient knowledge and experienceto carry out management restructuring, including investing in and growing startup companies,
launching new businesses, and improving operations, and was appointed as a director in June 2019.
Since then, he has promoted the rationalization of the Company's management and is expected tofurther strengthen the functions of the Board of Directors.
Aug. 2006
Aug. 20093

Yonatan Domnitz(Male)(April 21, 1981)

Jan. 2010
Aug. 2012

Forensic Accountant, RGL Forensics Accountants andConsultants, London
From ICAEW (Institute of Chartered Accountants in
England and Wales)
Accredited by the Association of Chartered Certified
Accountants (ACA)
forensic accountant, C. Lewis & Company LLP (London
and Hong Kong)
Director and Strategic Analyst (to present), Oasis
Management Company Ltd.

5

700 shares

candidate
No.

Name
(Date of birth)

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Apr. 2020

Director of SUNCORPORATION (to present)

Apr. 2020

Director, Cellebrite DI Ltd. (to present)

Number ofour shares
held

Reasons for the appointment as a candidate
He has engaged in financial analyses and various risk investigations for many years and has the
specialized knowledge of advanced financial fields and the ability to supervise our group’s financeand accounting departments. He is expected to contribute to the enhancement of
SUNCORPORATION's corporate value and medium to long term development by improving
profitability, improving operations, strengthening competitiveness, and implementing corporate
governance reforms.
Sep. 1994
Jan. 1996
Jul. 1999
Nov. 2002

4

Jul. 2004
Yakov Zlicha(Male)
Jun. 2007(October 4, 1966)
Jun. 2012
Nov. 2015
Apr. 2020
Jul. 2020

Clerkship, Hamburger, Evron Law Firm (Israel)
Lawyer, Sadot Law Firm (Israel)(Member of the Israeli Bar Association since November
1995)
Tokyo correspondent, Maariv Daily Newspaper (Israel)
Business Development Manager, Japan Israel Investment
Corporation, Ltd.
Zlicha Consulting, Inc. (to present)
OEM Sales Manager, Mentor Graphics Japan K.K. 1,700 shares(acquired Valor Computerized Systems Japan)
Director of Business Development, Screenovate
Technologies Ltd. (Israel)
Representative Director and Country Manager Incredibuild
Japan K.K.
Outside Director of SUNCORPORATION
Director of SUNCORPORATION (to present)

Reasons for the appointment as a candidate
He has many years of extensive experience in business development in both Japan and Israel, andhis outstanding expertise as a lawyer is expected to strengthen the functions of the Board of Directors.
candidate
No.

Name(Date of birth)
Apr. 1985

5

Akira Iwata(Male)(November 30,
1950)

Apr. 1993
Apr. 1997
Nov. 2002

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Associate Professor, Department of Computer Science andEngineering, Nagoya Institute of Technology
Professor, Department of Electrical and Computer
Engineering, Nagoya Institute of Technology
Chairman, Department of Electrical and Computer
Engineering, Nagoya Institute of Technology
Vice President, Nagoya Institute of Technology

6

Number ofour shares
held

1,500 shares

candidate
No.

Name
(Date of birth)
Jan. 2004
Apr. 2004

Apr. 2016
Apr. 2016
Apr. 2020

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Professor, Graduate School of Engineering, Nagoya
Institute of Technology
Professor, Graduate School of Engineering, Nagoya
Institute of Technology
General Manager, Intellectual Property Management
Division, Techno Innovation Center (concurrent position)
Professor Emeritus, Nagoya Institute of Technology(current position)
Representative Director, Encephalon Corporation (topresent) a startup company and a national university
corporation from Nagoya Institute of Technology,
Outside Director of SUNCORPORATION(to present)

Number ofour shares
held

Reasons for the nomination as a candidate and the expected roles
He has advanced technical expertise in the fields of artificial intelligence (AI), neural networks, deeplearning, and information security, as well as extensive consulting experience in the planning,development, and manufacturing of IoT sensor systems. He is expected to contribute to the growthand development of SUNCORPORATION's group, and is therefore nominated as a candidate for
Outside Director again.

7

candidate
No.

Name
(Date of birth)
Aug. 1998
Jul. 2003
May 2010

6(New
Appointment)
Lisa Hammitt(Female)(November 13,
1962)

Sep. 2011
Jum. 2015
Dec. 2017
Feb. 2019
Dec. 2019
Mar. 2020
Jan. 2022
Jan. 2023
Feb. 2023
Oct. 2023
Jan. 2024
Feb. 2024

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Chief Executive Officer of Black Pearl Software
WW Strategy Lead, Artificial Intelligence and Analytics ofIBM
Director, Corporate Strategy and Development, Cloud
Services Business Unit of Hewlett Packard
Vice President, Community Cloud of Salesforce.com
Vice President, Watson Cloud Services of IBM
Global Vice President, Data and Artificial Intelligence of
Visa
Independent Board Member of Clear Channel Outdoor (topresent))
Senior Advisor of Brighton Park Capital (to present)
Independent Board Member of Glassbox (to Nov 2023)
Chairwoman of the Board of Directors of Intelsat (topresent)
Independent Board Member of QuSecure (to present)
Independent Board Member of Auterion GS (to present)
Independent Board Director of Solliance (to present)
Board Advisor of Asignio (to present)
Board Advisor of The Mandatum Foundation (to present)

Number ofour sharesheld

0 shares

Reasons for the nomination as a candidate and the expected roles
She has a wealth of experience and a proven track record in achieving growth and success in a numberof businesses over many years in senior management positions leading technology companies andconsumer software divisions, and as an outside director, she can provide objective and expert advice
and recommendations on the Company's management from an independent standpoint and is
expected to contribute to the growth and development of SUNCORPORATION’s group.

8

(Notes)1.
2.
3.
4.

5.

6.

7.

There are no special interests between the director candidates and SUNCORPORATION.
Mr. Akira Iwata is currently an outside director of the Company who is not a member of the Audit Committee,
and will have been in office for four years and three months at the conclusion of this General Meeting of
Shareholders.
The Company has appointed Mr. Akira Iwata as an independent director as stipulated by the Tokyo Stock
Exchange and has notified the Tokyo Stock Exchange to that effect.
The Company's Articles of Incorporation stipulate that the Company may enter into agreements with outside
directors to limit their liability for damages to the Company to a certain extent so that the Company can attractcompetent human resources as outside directors. If this proposal is approved and Mr. Akira Iwata is elected,
the Company plans to continue the liability limitation agreement with them. The maximum amount of liability
under such contracts shall be the minimum liability limit stipulated by laws and regulations.
The Company's Articles of Incorporation stipulate that the Company may enter into agreements with outside
directors to limit their liability for damages to the Company to a certain extent so that the Company can attractcompetent human resources as outside directors. If this proposal is approved and Ms. Lisa Hammitt is elected,
the Company plans to continue the liability limitation agreement with her. The maximum amount of liability
under such contracts shall be the minimum liability limit stipulated by laws and regulations.
The Company has concluded a directors' and officers' liability insurance policy (management risk protection
insurance policy) with an insurance company as stipulated in Article 430-3 of the revised Companies Act.
The Company plans to renew the policy in July 2024. The insurance policy covers the costs of disputes anddamages incurred by the insured due to corporate lawsuits, third-party lawsuits, shareholder derivative
actions, etc. Other details are as described in the Business Report (see page 20). If the candidates arereappointed, they will be included as insured under the policy.
The "Number of shares held" shows the number of shares as of March 31, 2024.

9

Proposal 3: Appointment of Three (3) Directors as Audit & Supervisory Committee Members
As the terms of office of all Directors who are Audit & Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders, we request the appointment of
three (3) Directors who are Audit & Supervisory Committee Members.
The Company has obtained the prior consent of the Audit & Supervisory Committee with respect
to this proposal.
The nominees for the position of director as a member of the Audit & Supervisory Committee areas follows.
candidate
No.

Name(Date of birth)
Nov. 1992
Mar. 2010
Oct. 2013

Yasushi Muto
(Male)(May 5, 1963)
1

Jul. 2016
Oct. 2018
Apr. 2019
Apr. 2020
Jun. 2020

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Joined SUNCORPORATION
General Manager, Product Management Dept.
Executive Officer, General Manager of ProductManagement Dept.
General Manager, Internal Control Office
General Manager, Internal Audit Office
General Manager, Product Management Dept.
Corporate Auditor, E-Dream Corporation (to present)
Director of SUNCORPORATION (Member of the
Audit Committee) (to present)

Number ofour shares
held

10,000sharesReasons for the appointment as a candidate for director
He has engaged in manufacturing and purchasing departments and internal control operations formany years and has abundant experience and achievements, and is expected to strengthen thefunctions of the Board of Directors.
Oct. 1994
Apr. 1998
Nov. 2003
Tomonori Shinkai Jun. 2007
(Male)
Jul. 2019(October 22, 1968)
2

Jun. 2020
Jun. 2022

Joined Cosmos &Co.
Registered as a Certified Public Accountant
Employee, Cosmos & Co.
Representative Partner, Cosmos & Co.
Supervisory Representative Partner, Cosmos & Co. (topresent)
Appointed Auditor, Pacific Industrial Co.Ltd
Outside Director of SUNCORPORATION (Member ofthe Audit & Supervisory Committee) (to present)

900 shares

Reasons for the nomination as a candidate for the outside director and expected roles
He is nominated again as a candidate for outside director of the board of directors because he has awealth of expertise and experience as a certified public accountant and is expected to strengthen thefunctions of the board of directors.

10

candidate
No.

Name
(Date of birth)
Dec. 2008
Dec. 2008
Jan. 2012
Apr. 2013
Sep. 2015

3

Takashi Matsui(Male)(November 1,
1976)

Jan. 2019Nov. 2019
Dec. 2020
Apr. 2022
Jun. 2022

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Registered as a lawyer
Joined Kawakami & Hara Law Office (nowOlympia Law Office)Established Matsui Law Office (to present)
Steering Committee Member of Nagoya Branch,Japan Intellectual Property Arbitration Center(present post)
Part-time Lecturer (Copyright Law), Nanzan
University Law School
Lecturer at the Japan Patent Attorneys AssociationforSpecific
Infringement
Litigation
Representation (current position)
Selection Committee Member, Okazaki City
Regional Electricity Retail Business Partner
Outside Director and Audit Committee Member ofGoodspeed Corporation (to present)
Member, Nagoya City Administrative Complaint
Review Board (to present)
Outside Director of SUNCORPORATION(Member of the Audit & Supervisory Committee)(to present)

Number ofour shares
held

500 shares

Reasons for the nomination as a candidate and the expected roles
He is nominated again as a candidate for outside director of the board of directors because he has
extensive expertise and experience as a lawyer and is expected to strengthen the functions of the boardof directors.
(Notes) 1. There are no special interests between SUNCORPORATION and each candidate for director who is a member ofthe Audit Committee.
2. Mr. Tomoyuki Shinkai and Mr. Takashi Matsui are currently an outside director of the Company who is a memberof the Audit Committee and will have been in office for two years at the conclusion of this General Meeting of
Shareholders.
3. Mr. Tomoyuki Shinkai and Mr. Takashi Matsui are candidates for outside directors.
The Company has appointed Mr. Tomoyuki Shinkai and Mr. Takashi Matsui as independent directors as stipulatedby the Tokyo Stock Exchange, and has notified the Exchange of such designation.
4. Mr. Tomoyuki Shinkai and Mr. Takashi Matsui, candidates for Outside Directors as members of the Audit
Committee, have never been an executive or an officer of the Company or its subsidiaries.
5. Mr. Tomoyuki Shinkai and Mr. Takashi Matsui, candidates for Outside Directors as members of the Audit
Committee, are not parent companies, etc. (limited to natural persons) of the Company, nor have they been parent
companies, etc. (limited to natural persons) of the Company in the past ten years.
6. Mr. Tomoyuki Shinkai and Mr. Takashi Matsui, candidates for outside directors who are Audit & Supervisory
Board Members, are not, and have not been in the past ten years, officers or directors of any business entity in a11

special relationship with the Company.
Mr. Tomoyuki Shinkai and Mr. Takashi Matsui, candidates for outside directors who are members of the Audit
Committee, do not plan to receive, and have not received in the past two years, any large amount of money or otherassets from the Company or any entity in a special relationship with the Company.
8. Mr. Tomoyuki Shinkai and Mr. Takashi Matsui, candidates for outside directors who are members of the Audit
Committee, are not spouses, relatives within the third degree of kinship, or other similar person of a parent
company, etc. of the Company(limited to natural persons), a business executor or officer of the Company or abusiness entity in a special relationship with the Company.
9. Neither Mr. Tomoyuki Shinkai nor Mr. Takashi Matsui, candidates for Outside Directors as members of the Audit
and Supervisory Board, has been an executive officer immediately prior to any merger, absorption-type company
split, incorporation-type company split, or transfer of business in the past two years in which the Company has
succeeded to their rights and obligations.
10. If Mr. Yasushi Mutoh, a candidate for Director as a member of the Audit and Supervisory Committee, is elected,
the Company will continue to enter into an agreement with him to limit his liability for compensation under Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability based on such agreement shall be theamount stipulated in Article 425, Paragraph 1 of the Companies Act.
11. Upon the election of Mr. Tomoyuki Shinkai and Mr. Takashi Matsui, candidates for Outside Directors as membersof the Audit and Supervisory Board, the Company will enter into an agreement with them to limit their liability fordamages under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability based on suchagreement shall be the amount stipulated in Article 425, Paragraph 1 of the Companies Act.
12. The Company has a directors' and officers' liability insurance policy (management risk protection insurance policy)
with an insurance company as stipulated in Article 430-3 of the Companies Act, which is due to be renewed in July
2024. The insurance policy covers the costs of disputes and damages incurred by the insured as a result of company
lawsuits, third-party lawsuits, shareholder derivative actions, etc. Other details are as described in the Business
Report (see page 20). If the candidates are elected, each candidate will be included as an insured under the policy.
13. The "Number of shares held" shows the number of shares as of March 31, 2024.
7.

12