Dear Shareholders,[Translation](Securities Code: 6736)
June 7, 2023
Representative Director and President: Ryusuke Utsumi
SUNCORPORATION
250 Asahi, Kochino-cho, Konan-shi, Aichi

Notice of Convocation of the 52nd Ordinary General Meeting of Shareholders
We express our deep appreciation to each of the shareholders for their continued support.
Please be notified that the 52nd Ordinary General Meeting of Shareholders ofSUNCORPORATION (“the Company”) will be held as outlined below.
The Company has adopted an electronic method of providing the Notice of Convocation of the52nd 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 GeneralMeeting of Shareholders posted in the Electronic Proxy Materials, indicate your approval ordisapproval on the enclosed Exercise of Voting Rights Form, and send it so that it arrives by 6:00
p.m. on Wednesday, June 21, 2023.
Yours sincerely,
1.
2.
3.

◎
◎

Time and Date: Thursday, June 22, 2023 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 see the venue guide map at the end)
Subject matter of the General Meeting of Shareholders
Matters to be reported
1: The business report, consolidated financial statements, and audit results of theconsolidated financial statements by the Accounting Auditor and the Audit andSupervisory Committee for the 52nd Fiscal year (April 1, 2022 to March 31,2023)
2: The financial statements for the 52nd fiscal year (April 1, 2022 to March 31,2023)
Matters to be resolved
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Partial amendment to the Articles of Incorporation
Proposal No. 3: Appointment of six directors (excluding directors who are Audit andSupervisory Committee Members)
If no indication of approval or disapproval is made on the voting form for a proposal, it will betreated as an indication of approval.
In the event of any modifications to the electronic provision measure items, the modifications
will be posted on the respective websites where they are posted.

Reference Documents Concerning the General Meeting of Shareholders
Agenda and relevant information
Proposal No. 1: Appropriation of surplus
The Company proposes to appropriate surplus as given below.
Our basic policy regarding dividends is to actively and flexibly pay dividends in line with businessperformance, taking into consideration the medium to long-term free cash flow and dividend payout
ratio, in order 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
20 yen per share of common stock of SUNCORPORATION
Total amount: 452,648,820 yen(3) Effective date of the distribution of surplus
June 23, 2023

- 2 -Proposal 2: Partial amendment to the Articles of Incorporation
Reasons for the changes
In line with the enactment of the "Law for Partial Revision of the Industrial Competitiveness
Enhancement Law, etc." (Law No. 70, 2021), which newly allows listed companies to holdshareholders' meetings without a fixed place (so-called virtual only shareholders' meetings),
Article 12, Paragraph 2 of the Articles of Incorporation is to be added for the purpose of
expanding the method of holding shareholders' meetings.
Details of the changes are as follows
Current Articles of Incorporation(Convocation)
Article 12
An ordinary general meeting of shareholders of
the Company shall be convened within threemonths after the end of each fiscal year, and an
extraordinary general meeting of shareholders
shall be convened when necessary.
<newly established>(The underlines indicate the changes.)
Proposed Changes(Convocation)
Article 12
An ordinary general meeting of shareholders of theCompany shall be convened within three months
after the end of each fiscal year, and an extraordinary
general meeting of shareholders shall be convened
when necessary.
2. The general meeting of shareholders of theCompany may be held in a place unspecified.

- 3 -Proposal 3: Appointment of Six (6) Directors (excluding Directors who are Audit CommitteeMembers)
As the terms of office of all directors (excluding directors who are members of the Audit
Committee) will expire at the conclusion of this General Meeting of Shareholders, the Company
proposes the appointment of six (6) Directors (excluding directors who are members of the Audit
Committee). The Audit Committee has stated that there are no particular matters to be pointed outin connection with this proposal.
The nominees for directors (excluding directors who are Audit Committee Members) are as
follows.
candidateNo.

1Name(Date of birth)

Brief Personal History, Positions,Responsibilities and Important
Concurrent Positions

Number of ourshares heldMar. 2008 Chubu Association for Management
Information Technology Aichi Venture House
Incubation Manager
Jun. 2009 Manager, Industrial Support Department, Chubu
Aerospace Technology Center
Jun. 2012 Joined SUNCORPORATION
Oct. 2018 General Manager, Internal Control Office
Apr. 2019 General Manager, Internal Audit Office
Ryusuke Utsumi Apr. 2020 Director of the SUNCORPORATION
1,400 shares(October 8, 1965) Apr. 2020 Director, Cellebrite DI Ltd.
Apr. 2020 Director, E-Dream Corporation (to present)
Jul. 2020 Director, SUNTAC Corporation
Feb.2021 Chairman, Cellebrite DI Ltd.
Jun. 2021 Representative Director of
SUNCORPORATION (to present)
Aug. 2021 Director, Cellebrite DI Ltd. (to present)
Feb. 2023 Chairman, EKTech Holding Sdn. Bhd. (topresent)
Reasons for the appointment as a candidate
Since assuming the position of Director of SUNCORPORATION in April 2020, he has beenpromoting the review of sales methods and rationalization of management for therestructuring of management and further growth of each business by utilizing his experiencein a wide range of fields and his extensive knowledge and personal connections as a corporate
manager. He has demonstrated a high degree of drive and leadership in the management ofeach subsidiary and in various measures to strengthen the Company's management base.
Pete Mauik Mitchell Accounting Firm (nowKPMG)
Sep. 1978 George Takahashi Accounting OfficeFeb. 1980 Mackin Industries
Sep. 1984 President and Consultant, System Pro USA
Showa Ota & Co. (now Ernst & Young
Oct. 1989
ShinNihon LLC)
General Manager, Internal Audit Office,Yoshimi Kimura Nov. 1994
4,500 shares
Goodman Co.
(April 3, 1948)
Managing Director and General Manager ofSep. 1997
Administration Division of the same company
Managing Director, General Manager of
Sep. 2004 Overseas Business Management Division andGeneral Manager of Administration DivisionSep. 2006 Chairman, Avantech Vascular, Inc.
Dec. 2006 Light Lab Imaging, Inc. Controller
Sep. 2008 Full-time Auditor of Goodman Corporation
Oct. 1972

2- 4 -candidate
No.

Name(Date of birth)

Brief Personal History, Positions,Responsibilities and Important
Concurrent Positions

Number of ourshares heldSep. 2014 Auditor, Greens Inc.
Director and Audit Committee Member of theMar. 2016
same company
Jul. 2018 Consultant for SUNCORPORATION
President and Representative Director ofJun. 2019
SUNCORPORATION
Senior Managing Director and RepresentativeJun. 2021 Director of SUNCORPORATION (to present)t)Reasons for the appointment as a candidate
He has abundant experience in overseeing corporate management and administration atseveral domestic and overseas companies over many years, as well as sufficient knowledge
and experience to 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 to further strengthen the functions of the Board of Directors.

- 5 -candidate
No.

Brief Personal History, Positions,
Responsibilities and Important
Concurrent Positions

Name(Date of birth)

Aug. 2006 Forensic
Accountant,RGL
Forensics
Accountants and Consultants, London
Aug. 2009 From ICAEW (Institute of Chartered
Accountants in England and Wales)
Accredited by the Association of Chartered
Certified Accountants (ACA)
Yonatan Domnitz Jan. 2010 forensic accountant, C. Lewis & Company LLP(April 21, 1981)(London and Hong Kong)
34

Number of ourshares held

0 sharesAug. 2012 Director and Strategic Analyst (to present),
Oasis Management Company Ltd.
Apr. 2020 Director of SUNCORPORATION (to present)
Apr. 2020 Director, Cellebrite DI Ltd. (to present)
Jul. 2020 Director, Bacsoft,Ltd.
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 ourgroup’s finance and accounting departments. He is expected to contribute to the enhancementof SUNCORPORATION's corporate value and medium to long term development byimproving profitability, improving operations, strengthening competitiveness, andimplementing corporate governance reforms.
Sep. 1994
Clerkship, Hamburger, Evron Law Firm (Israel)Jan. 1996
Lawyer, Sadot Law Firm (Israel)(Member of the Israeli Bar Association sinceNovember 1995)
Jul. 1999
Tokyo correspondent, Maariv Daily Newspaper(Israel)Nov. 2002 Business Development Manager, Japan Israel
Investment Corporation, Ltd.
Business Development Consultant, Zlicha
Jul. 2004
Consulting, Inc.
(to present)
Yakov Zlicha
Jun.
2007
OEM Sales Manager, Mentor Graphics Japan 700 shares(October 4, 1966)
K.K. (acquired Valor Computerized Systems
Japan)
Jun. 2012
Nov. 2015

Director of Business Development, Screenovate
Technologies Ltd. (Israel)
Representative Director and Country Manager
Incredibuild Japan K.K.

Apr. 2020 Outside Director of SUNCORPORATION
Jul. 2020
Director of SUNCORPORATION (to present)
Jul. 2020
Director, Bacsoft, Ltd.
Reasons for the appointment as a candidate
He has many years of extensive experience in business development in both Japan and Israel,and his outstanding expertise as a lawyer is expected to strengthen the functions of the Boardof Directors.

- 6 -candidate
No.

Name
(Date of birth)

Akira Iwata(November 30,1950)
56

Brief Personal History, Positions,Responsibilities and Important
Concurrent Positions

Apr. 1985 Associate Professor, Department of Computer
Science and Engineering, Nagoya Institute ofTechnology
Apr. 1993 Professor, Department of Electrical andComputer Engineering, Nagoya Institute ofTechnology
Apr. 1997 Chairman, Department of Electrical andComputer Engineering, Nagoya Institute ofTechnology
Nov. 2002 Vice President, Nagoya Institute of Technology
Jan. 2004 Professor, Graduate School of Engineering,
Nagoya Institute of Technology
Apr. 2004 Professor, Graduate School of Engineering,
Nagoya Institute of Technology
General Manager, Intellectual Property
Management Division, Techno Innovation
Center (concurrent position)
Apr. 2016 Professor Emeritus, Nagoya Institute ofTechnology (current position)
Apr. 2016 Representative
Director,
Encephalon
Corporation (to present) a startup company anda national university corporation from Nagoya
Institute of Technology,

Number of ourshares held

500 shares

Apr. 2020 Outside Director of SUNCORPORATION (topresent)
Reasons for the nomination as a candidate and the expected roles
He has advanced technical expertise in the fields of artificial intelligence (AI), neuralnetworks, deep learning, and information security, as well as extensive consulting experiencein the planning, development, and manufacturing of IoT sensor systems. He is expected tocontribute to the growth and development of SUNCORPORATION's group, and is therefore
nominated as a candidate for Outside Director again.
May. 1989 Israeli Air Force Intelligence SquadronSep. 1996
Air Force Weapons Procurement Manager inNew York, Israel Ministry of DefenseAug. 1999 Director, Systems Integration, DM IncorporatedJul. 2001
Co-founder and Managing Director, Sparta
Systems EuropeSenior Global Project Manager
Apr. 2004
Vice President of Operations of the same
Yaniv Vardi
0 sharescompany(August 31, 1973)
Jun. 2008
Managing Director of the same company
Nov. 2012 Chief Executive Officer, Panoramic Power, Inc.
Oct. 2015
Managing Director in International BusinessCentrica Business Solutions, Inc.
Apr. 2020
Outside Director of SUNCORPORATION (topresent)
Aug.2020
Director and Chief Executive Officer of Claroty(to present)
Reasons for the nomination as a candidate and the expected roles
He has been involved in the formulation of strategies for various global businesses for manyyears, and has a wealth of experience and accomplishments in achieving global growth andsuccess. He is expected to contribute to the growth and development ofSUNCORPORATION’s group, and is therefore nominated as a candidate for Outside
Director.

- 7 -(Notes)1.
2.
3.
4.

5.

6.

There are no special interests between the director candidates and SUNCORPORATION.
Mr. Akira Iwata and Mr. Yaniv Vardi are currently outside directors of the Company who
are not members of the Audit Committee, and will have been in office for three years andthree 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 intoagreements with outside directors to limit their liability for damages to the Company to acertain extent so that the Company can attract competent human resources as outsidedirectors. If this proposal is approved and Mr. Akira Iwata and Mr. Yaniv Vardi areelected, 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 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 2023. The insurance policy covers the costs of disputes and damages 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
are reappointed, they will be included as an insured under the policy.
The "Number of shares held" shows the number of shares as of March 31, 2023.

- 8 -