Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 5805
June 6, 2023
To our shareholders:
Takayo Hasegawa
President and Representative Director

SWCC Corporation
1-14, Nisshin-cho, Kawasaki-Ku,
Kawasaki City

Notice of the 127th Ordinary General Meeting of Shareholders
The 127th Ordinary General Meeting of Shareholders of SWCC Corporation (the “Company”) will be held
as described below.
When convening the Ordinary General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the 127th Ordinary General Meeting of Shareholders” on thefollowing websites. Please access any of these websites to review the information.
The Company’s website (in Japanese):https://www.swcc.co.jp/jpn/ir/stock/meeting.html
Website where notice of the ordinary general meeting of shareholders is posted (in Japanese):https://d.sokai.jp/5805/teiji/
TSE website (Listed Company Search) (in Japanese):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website, enter “SWCC” (full-width characters) in “Issue name (company name)” or theCompany’s securities code “5805” (half-width characters) 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].”)If you are unable to attend the meeting in person, you may exercise your voting rights by mail or electronically(via the Internet, etc.). In such a case, please review the “Reference Documents for the General Meeting of
Shareholders,” and exercise your voting rights by 5:00 p.m. on Monday, June 26, 2023.
▶To exercise your voting rights via the Internet, etc.
When exercising your voting rights via the Internet, etc., please refer to the “Guidance for Exercising Voting
Rights via the Internet, etc.” below (this information is available in Japanese original).
▶To exercise your voting rights in writing (by mail)Please indicate your approval or disapproval of the proposals on the enclosed voting form and return the form
to us so that it reaches us by the deadline for exercising your voting rights as stated above.

-1-1. Date and Time: Tuesday, June 27, 2023 at 10:00 a.m. (Japan Standard Time)
2. Place:
Hou-ou, 12F, Kawasaki Nikko Hotel
1 Nisshin-cho, Kawasaki-Ku, Kawasaki City, Kanagawa(Please refer to the venue map at the end of the Japanese original.)

3. Purposes:

4. Items to be
Decided upon
Convocation:

1. Business Report and the Consolidated Financial Statements forthe 127th fiscal year (from April 1, 2022 to March 31, 2023) andthe results of audits of the Consolidated Financial Statements by
the Accounting Auditor and the Audit & Supervisory Committee
2. Non-Consolidated Financial Statements for the 127th fiscal year
(from April 1, 2022 to March 31, 2023)
Items to be Proposal 1: Appropriation of Surplus
resolved:
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Two (2) Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
Proposal 4: Election of Three (3) Directors Who Are Audit &Supervisory Committee Members
1. If you exercise your voting rights in writing (by mail) and do not indicate yourapproval or disapproval of the proposals on the voting form, we will treat it as if
you had indicated your approval.
2. If you exercise your voting rights more than once via the Internet, etc., the last
exercise of voting rights shall be treated as the valid vote.
3. If you exercise your voting rights both by mail and via the Internet, etc., thevote cast via the Internet, etc. will be treated as the valid vote, regardless of thedate and time of arrival.

Items to bereported:

-End-

-2-

 Please note that the Company has decided to forgo the custom of giving presents to the shareholders who attend theMeeting this year. Thank you for your understanding.
 When you attend the Meeting in person, you are kindly requested to present the voting form at the reception desk.
 If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on the Company’s website, etc.
 Shareholders who have made a request for delivery of paper-based documents will receive the paper-based documents that
describe the items subject to measures for electronic provision. However, the Notes to Consolidated Financial Statements
and the Notes to Non-Consolidated Financial Statements are not included in such documents, pursuant to the provisions oflaws and regulations and Article 18 of the Company’s Articles of Incorporation.
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit & Supervisory
Committee in preparing its audit report and the Accounting Auditor in preparing its accounting audit report include, in
addition to the content of the paper-based document, items to be presented as Notes to Consolidated Financial Statements
and Notes to Non-Consolidated Financial Statements.

-3-

Financial Highlight-4-

Management Policies of the SWCC Group(1) Medium-term management plan “Change & Growth SWCC 2026”
The SWCC Group has formulated its medium-term management plan “Change & Growth SWCC 2026,”
which ends in FY2026 (fiscal year ending March 31, 2027), the 90th anniversary of the Company’s founding.
In addition, we have formulated our vision of where SWCC Group wants to be as “SWCC VISION 2030,” avision that we aim to achieve by FY2030 (fiscal year ending March 31, 2031).

(2) SWCC Group management policy for FY2023
In FY2023, we will continue to steadily implement reforms to achieve the goals of the medium-term
management plan, while making flexible and speedy decisions and implementing measures in response tochanges in the market and environment, in order to further strengthen our management structure and improve
capital efficiency. From this perspective, the SWCC Group management policy for FY2023 is set forth in thefollowing five points.
1.
2.
3.
4.
5.

Continuous reforms based on the spirit of change
Concretization and implementation of measures for growth strategy
Improvement of capital efficiency(Spreading the concept of ROIC management, deepening of cash flow management, and reducing thebalance sheet)
Thorough quality control and safety-first initiatives(Building a framework and resolving to regain trust)
Improvement of engagement(Creating a comfortable workplace and promoting health management)-5-Composition of the Board of Directors, Skill Matrix, and Reason for Selection of Skill Categories(Upon the approval and adoption of Proposals 2, 3, and 4)
The Company’s basic approach to corporate governance is based on the SWCC Purpose, which serves as a
guide for the SWCC Group’s significance of existence and for the management and employees to work
together. We will continue to promote initiatives, recognizing that increasing the speed and efficiency ofmanagement and the associated strengthening of monitoring functions is a universal task for companies. In
accordance with this approach, our policy is to appoint directors with outstanding character and insight who
can supervise and execute management of the Company, and to have members with diverse backgrounds so
as to cover a wide range of knowledge and expertise that the Company considers important.
Based on the above policy, we have decided to appoint persons to the Board of Directors who have abundant
knowledge, expertise and experience in the fields of sales, overseas, accounting and finance, and technology,
in a balanced manner, as knowledge and expertise in sustainability are essential to further promote efforts tosolve social issues, in addition to experience in corporate management.
The Company will continue to review the skills required for the Board of Directors in accordance withchanges in management policies and strategies.
The composition of the Board of Directors, together with a skill matrix indicating each candidate’sknowledge, expertise and experience, and the reason for selection of the skill categories, is provided below.
Composition of the Board of Directors
Audit & Supervisory
Committee Member

Nominating andRemuneration
Committee Member

Outside Director

Independent Officer

Yuji Sakakura

●

●

●

●

Seiichiro Ichikawa

●

●

●

●

Takashi Mukuno

●

●

●

●

Minako Nishimura

●

●

●

●

Takashi Togawa

●

Name

Representative
Director

Takayo Hasegawa●

Dongcheng Zhang

Skill matrix of each Director
Essential skill
Name

Corporate
management

Sustainability

Takayo Hasegawa●●

Dongcheng Zhang●●

Yuji Sakakura●●

Seiichiro Ichikawa●●

Takashi Mukuno●●

Minako Nishimura●●

Takashi Togawa

●

●

Sales

Overseasbusiness

Accounting &financeEngineering

●
●

●
●

●
●

●

●
●
●

Notes: 1. The Company plans for Ms. Takayo Hasegawa to be reappointed as Representative Director by resolution at a meeting of the Board of Directors
to be held after the conclusion of the Ordinary General Meeting of Shareholders.
2. Mr. Yuji Sakakura and Mr. Takashi Togawa will have served as Director (at the conclusion of the meeting) for three years.

-6-

Skill categories and reason for their selection
Skill categories

Reason for selection

Corporate management

To achieve the medium-term management plan “Change & Growth SWCC 2026,” the Company
needs directors with reliable knowledge and experience regarding corporate management thatcan promote the sustainable growth of the Company’s corporate value.

Sustainability

The Company aims to utilize the technologies and experience it has built up through businessbased on the SWCC Purpose to promote business that solves social issues and thereby achieve asustainable society and increase in corporate value. To this end, the Company needs directors
with reliable knowledge and experience about the environment, society, and strengthening
governance, etc.

Sales

To provide high-value-added products, the Company needs directors who have reliableknowledge and experience of ascertaining and analyzing market trends and formulating sales
strategies.

Overseas businessTo achieve sustainable growth in its overseas business, the Company needs directors who haveoverseas business management experience and reliable knowledge and experience of overseas
business environments and so forth.

Accounting & finance

To promote growth investment for sustainably increasing corporate value and promotemanagement for increasing capital efficiency taking return on invested capital (ROIC) as a key
performance indicator, the Company needs directors with reliable knowledge and experience inaccounting and finance.

Engineering

The Company needs directors with solid knowledge and experience in engineering to create
products with appropriate quality, conduct extensive research and development, including basic
research, create new business models, and promote digital transformation (DX).

-7-

Corporate Governance Structure
The SWCC Group is working to increase the efficiency and speed of business execution by substantiallydelegating authority for business execution to Corporate Officers, while promoting the strengthening ofauditing and supervisory functions centered on the Audit & Supervisory Committee.
In addition, by having clearly defined the authority and responsibility of the persons responsible (Corporate
Officers in charge) for respective segments that are aligned with the SWCC Group’s business segments(Energy and Infrastructure Business, Electrical Equipment and Components Business, and Communication
and Industrial Device Business), we are promoting further enhancements to the revenue structure, which is
no longer defined by individual business operating companies, and efficient management based on theperformance indicator Return On Invested Capital (ROIC) and others.
Structure after the Ordinary General Meeting of Shareholders on June 27, 2023 (planned)-8-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Appropriation of Surplus

The Company proposes that surplus be appropriated in the manner as stated below.
Matters related to year-end dividends
The Company’s basic policy regarding the distribution of profits is to pay stable and continuous dividends toshareholders based on a capital policy that takes into consideration not only the earnings situation but also
future business strategies and business development, including various investments for the growth of the
SWCC Group.
In accordance with this policy, the Company proposes to pay year-end dividends for the 127th fiscal year as
follows:(1) Type of dividend property:
Cash(2) Allocation of dividend property and the total amount distributed:
The Company proposes to pay a dividend of ¥60 per common share of the Company.
Total amount: ¥1,792,877,040(3) Effective date of distribution:
June 28, 2023
Reference Dividend per share/Consolidated dividend payout ratio-9-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for proposal
In order to strengthen the supervisory function and corporate governance by increasing the number of
Outside Directors who are Audit & Supervisory Committee Members, the number of Directors who are
Audit & Supervisory Committee Members as stipulated in the current Article of Incorporation Article 19(Number and Procedure for Election) is to be changed from four (4) to six (6).
2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined)
Current Articles of Incorporation
CHAPTER 4
DIRECTORS, THE BOARD OF DIRECTORS ANDCORPORATE OFFICERS(Number and Procedure for Election)
Article 19
1.
(Omitted)
2. The Company shall have up to four (4) Directors who
are Audit & Supervisory Committee Members.
3. to 5.
(Omitted)

Proposed Amendments
CHAPTER 4
DIRECTORS, THE BOARD OF DIRECTORS ANDCORPORATE OFFICERS(Number and Procedure for Election)
Article 191.
(Unchanged)
2. The Company shall have up to six (6) Directors who
are Audit & Supervisory Committee Members.
3. to 5.
(Unchanged)- 10 -

Proposal 3:

Election of Two (2) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of all three (3) Directors (excluding, here and in the paragraphs below, Directors who are Audit &Supervisory Committee Members) will expire at the conclusion of this Meeting.
Therefore, in order to enable the Board of Directors to make decisions strategically and flexibly, the Company
proposes to reduce the number of Directors by one (1) and to elect two (2) Directors.
The candidates for Directors are as follows.
Note:

Nomination of candidates for Directors was made according to the “Criteria for Nominating Director and Corporate
Officer Candidates” and by resolution of the Board of Directors, after obtaining a report by the Nominating
Committee in which Independent Outside Directors account for the majority of the members. In addition, thecandidates were also deliberated by the Audit & Supervisory Committee, and confirmation was received that noparticular opinions were expressed.

Candidatenumber1

2

Gender(Age)

Current Position and Responsibility
in the Company

Takayo Hasegawa

Female(63 years old)

President and Representative Director,
Chairman of the Board of Directors
Group CEO, Responsible forSupervising Group Management andQuality Control

Reelection

Dongcheng ZhangMale(59 years old)

Representative Director
Senior Corporate Officer, Assistant to
President, Responsible for China
Business Governance Restructuring

Reelection

Name- 11 -

Candidate number

1

Takayo Hasegawa(October 15, 1959)(63 years old)

Number of the Company shares held
16,071 shares
Attendance at Board of Directors
meetings (FY2022)
21/21
Number of years in office as a Director
10 years[Career summary, positions and areas of responsibility in the Company]
Apr. 1984
June 2005
Apr. 2006
Apr. 2008
Reelection
June 2009

Apr. 2010

June 2013
Apr. 2017
June 2018
Apr. 2019
Apr. 2020
June 2022

Joined the Company
Deputy General Manager, Engineering R&D Center, and General Manager,
Superconductivity Project of the Company
Director, General Manager, Engineering R&D Center of SWCC SHOWA CABLE
SYSTEMS CO., LTD.
Director, General Manager, Engineering R&D Center of SWCC SHOWA CABLE
SYSTEMS CO., LTD.
Manager, Product Planning Team, Corporate Planning Dept., Planning Div. of theCompany
Executive Managing Director, General Manager, Engineering R&D Center of SWCC
SHOWA CABLE SYSTEMS CO., LTD.
Manager, Product Planning Team, Corporate Planning Dept. of the Company
Executive Managing Director, General Manager, Engineering R&D Center of SWCC
SHOWA CABLE SYSTEMS CO., LTD.
Corporate Officer, General Manager, Engineering Planning Dept. of the Company
Director, General Manager, Engineering Planning Dept. of the Company
Director of the Company
President and Director of the Company
President and Representative Director, Group CEO of the Company
President and Representative Director, Chairman of the Board of Directors
Group CEO of the Company (to present)
Independent Director of HOYA CORPORATION (to present)

Significant concurrent positions
Independent Director of HOYA CORPORATION
Reason for nomination as a candidate for Director
Ms. Takayo Hasegawa possesses abundant work experience and an impressive track record mainly inengineering R&D-related departments of the Group, and has greatly increased corporate value throughher excellent management skills and leadership. Since her appointment as Representative Director andGroup CEO of the Company, she has led the SWCC Group by presenting a new medium-term
management plan and long-term vision. We have determined that her extensive business experience,
track record, and insight are indispensable to the management of the SWCC Group, and we propose her
as a candidate to continue in her position as Director. After she takes office as Director, the Company
will reappoint her as President and Representative Director, as well as Chairman of the Board of
Directors.
Message from the candidate
Since assuming the position of CEO of SWCC Group, I have been striving to reform the governance of
the Company and to manage the Company in a way that is suitable for generating stable earnings. I willcontinue to support the sustainable development of the growing company and contribute to maximizing
its corporate value, with the aim of realizing the medium-term management plan.
Notes:

1. There is no special interest between Ms. Takayo Hasegawa and the Company.
2. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Ms. Takayo Hasegawa is elected andappointed as Director, she will be insured by the policy. The Company plans to renew the policy with the samecontent with her at the next term of renewal.

- 12 -

Candidate number

2(January 6, 1964)

Dongcheng Zhang 59 years old

Number of the Company shares held
5,862 shares
Attendance at Board of Directors
meetings (FY2022)
21/21
Number of years in office as a Director
8 years[Career summary, positions and areas of responsibility in the Company]
Apr. 1993
Oct. 2006
June 2012
June 2015
Reelection

Apr. 2017
June 2017
June 2018
Apr. 2019
Apr. 2020
Apr. 2021

Joined the Company
Deputy General Manager, Corporate Planning Dept. of the Company
Corporate Officer, General Manager, Overseas Business Planning Promotion Dept. of
the Company
Director, General Manager, Overseas Business Planning Promotion Dept. of theCompany
Chairman of TIANJIN SHOWA ENAMELLED WIRE CO., LTD.
Director of the Company
Chairman of TIANJIN SHOWA ENAMELLED WIRE CO., LTD.
Executive Managing Director of the Company
Chairman of TIANJIN SHOWA ENAMELLED WIRE CO., LTD.
Executive Managing Director and General Manager, Business Strategy Div. of theCompany
Director, Senior Corporate Officer, and General Manager, Business Strategy Div. of theCompany
Representative Director, Senior Corporate Officer, and General Manager, Business
Strategy Div. of the Company
Representative Director, Senior Corporate Officer of the Company (to present)

Reason for nomination as a candidate for Director
Mr. Dongcheng Zhang possesses extensive work experience and an impressive track record mainly in
the SWCC Group’s overseas business department. Since his appointment as Representative Director
and Senior Corporate Officer of the Company, he has led this business area in a globally competitiveenvironment, including making strategic proposals on the SWCC Group’s business and promoting
corporate governance reform. We believe that his wealth of experience, track record, and insight willcontribute to the growth of the SWCC Group, and we propose him as a candidate to continue in his
position as Director.
Message from the candidate
In order to build a management system that can adapt to global changes, I will make every effort topromote global governance reform of corporate activities, strengthen the system related to diversity
management, risk management, and compliance, etc., which are required for the growth of overseas
businesses toward “SWCC VISION 2030,” and achieve the SWCC Group’s medium-term management
plan “Change & Growth SWCC 2026.”
Notes:

1. There is no special interest between Mr. Dongcheng Zhang and the Company.
2. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Mr. Dongcheng Zhang is elected andappointed as Director, he will be insured by the policy. The Company plans to renew the policy with the samecontent with him at the next term of renewal.

- 13 -

Proposal 4:

Election of Three (3) Directors Who Are Audit & Supervisory Committee Members

The terms of two (2) Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this Meeting.
The Company proposes the election of three (3) new Directors who are Audit & Supervisory Committee
Members by adding one (1) Director who is an Audit & Supervisory Committee Member in order tostrengthen auditing and supervisory functions.
This proposal can only take effect after Proposal 2 takes effect.
Prior consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Directors are as follows.
Note: Nomination of candidates for Directors was made according to the “Criteria for Nominating Director and Corporate
Officer Candidates” and the “Independence Criteria for Outside Officers,” and by resolution of the Board of Directors,
after obtaining a report by the Nominating Committee in which Independent Outside Directors account for the majorityof the members.

CandidatenumberName

1

Seiichiro Ichikawa

2

3

Takashi Mukuno

Minako Nishimura

Gender(Age)

Current Position and Responsibility
in the Company

Male
Outside Director (Independent Officer)(69 years old)

Reelection
OutsideIndependent
New electionMale(64 years old)

OutsideIndependent
New election

Female(63 years old)

OutsideIndependent- 14 -

Candidate number

1(December 8, 1953)

Seiichiro Ichikawa (69 years old)

Number of the Company shares held
500 shares
Attendance at Board of Directors
meetings (FY2022)
21/21
Attendance at Audit & Supervisory
Committee meetings (FY2022)
18/18
Number of years in office as a Director
2 years[Career summary, positions and areas of responsibility in the Company]
Apr. 1976
Jan. 2002
Sep. 2004
Mar. 2005
Reelection
OutsideIndependentMar. 2007
Mar. 2008
Mar. 2009
Mar. 2013
June 2016
June 2021

Joined Sapporo Breweries Limited
Director, Osaka Brewery of Sapporo Breweries Limited
Director, Production Department, Production Technology Division of Sapporo
Breweries Limited
Operating Officer, Director, Production Department, Production Technology Divisionof Sapporo Breweries Limited
Operating Officer, Director, Shizuoka Brewery of Sapporo Breweries Limited
Managing Executive Officer, Director, Shizuoka Brewery and Director, Product
Technology Development Department of Sapporo Breweries Limited
Director (Member of the Board) and Managing Executive Officer, Director, Production
Technology Division of Sapporo Breweries Limited
Director (Member of the Board) and Senior Managing Executive Officer, Director,
Production Technology Division of Sapporo Breweries Limited
Outside Director of Nissan Shatai Co., Ltd.
Outside Director (Audit & Supervisory Committee Member) of the Company (topresent)

Summary of reason for nomination as a candidate for Outside Director and expected roles
Mr. Seiichiro Ichikawa has developed a high level of insight into management through his career as a
production technology-related business executor for a manufacturing company. He has been an
Independent Outside Director of the Company since June 2021, and has made useful suggestions
regarding the Company’s management. We expect that he will continue to provide sufficient advice andsupervision of the Company’s overall management from an independent standpoint as an Outside
Director, and have therefore nominated him as a candidate for Outside Director who is an Audit &Supervisory Committee Member.
Message from the candidate
In the two years since I assumed the position of Outside Director who is an Audit & Supervisory
Committee Member, I have utilized my experience and knowledge in production, quality control,
engineering, product development, and other areas to investigate quality issues, and monitor andsupervise the management execution system, while actively expressing my opinions. I hope to further
engage in my activities as an Outside Director who is an Audit & Supervisory Committee Member andcontribute to the sustainable enhancement of corporate value in order to meet the expectations of ourshareholders.
Notes:

1. There is no special interest between Mr. Seiichiro Ichikawa and the Company.
2. Mr. Seiichiro Ichikawa is a candidate for Outside Director. He possesses independence as stipulated by the Tokyo
Stock Exchange’s criteria for independence and the Company’s “Independence Criteria for Outside Officers.” He
has been reported as independent officer stipulated in Rule 436-2 of the Tokyo Stock Exchange Securities Listing
Regulations, and the Company intends for him to continue to be as independent officer should his reappointment
be approved.
3. The Company has entered into the liability limitation contract with Mr. Seiichiro Ichikawa in accordance with theprovisions of the Company’s Articles of Incorporation and Article 427, paragraph (1) of the Companies Act tolimit the liability for damages as provided for in Article 423, paragraph (1) of the Companies Act. The limitationof the liability for damages under the relevant contract is the minimum liability amount set forth in Article 425,
paragraph (1) of the Companies Act. If the proposed appointment of Mr. Seiichiro Ichikawa is approved, theCompany intends to continue said contract with him.
4. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Mr. Seiichiro Ichikawa is elected and- 15 -

appointed as Director, he will be insured by the policy. The Company plans to renew the policy with the samecontent with him at the next term of renewal.
5. During the fiscal year under review, the Company confirmed inappropriate behavior regarding the quality products
manufactured and sold the Company’s manufacturing site. Mr. Seiichiro Ichikawa did not have prior knowledgeof this fact, but has offered advice regularly at the Board of Directors on establishing internal controls andstrengthening compliance functions. Since these facts came to light, he has performed his duties as an Outside
Director by participating in an investigation committee chaired by an external specialist lawyer and offering advice
for preventing a recurrence, and so forth.

- 16 -

Candidate number

2

Takashi Mukuno(October 2, 1958)(64 years old)

Number of the Company shares held
0 shares[Career summary, positions and areas of responsibility in the Company]

New election
OutsideIndependent

Apr. 1981
Sep. 2001
Aug. 2006
Aug. 2008
Apr. 2015
Apr. 2017
Apr. 2019
Apr. 2021
Apr. 2022

Joined Asahi Chemical Industry Co., Ltd. (currently Asahi Kasei Corp.)
President & Director of Asahi Photoproducts Europe
General Manager, New Business Development Office of Asahi Kasei Corp.
President & Director of Asahi Kasei America, Inc.
General Manager, Secretarial Office of Asahi Kasei Corp.
Executive Officer, General Representative for China of Asahi Kasei Corp.
Lead Executive Officer, General Representative for China of Asahi Kasei Corp.
Senior Executive Officer, General Representative for China of Asahi Kasei Corp.
Advisor of Asahi Kasei Corp. (to present)

Summary of reason for nomination as a candidate for Outside Director and expected roles
Mr. Takashi Mukuno has extensive knowledge of global corporate management based on his experienceand achievements in sales and corporate planning at listed companies and as a top executive at overseas
subsidiaries. Based on his extensive experience and track record, he is nominated as a candidate for
Outside Director who is an Audit & Supervisory Committee Member in the expectation that he will
make appropriate proposals regarding the Company’s business from a global management perspective
and supervise the execution of business.
Message from the candidate
The situation in Ukraine, soaring resource prices, and the trend toward decarbonization continue tocause major changes in the business environment for our industry, which supports the industrial base.
Under these circumstances, I intend to fulfill my responsibilities as an Outside Director who is an Audit& Supervisory Committee Member from the perspective of creating a business structure and new
businesses that can demonstrate the unique strengths of the SWCC Group, strengthening the physicalstrength that makes this possible, and pursuing efficient management.
Notes:

1. There is no special interest between Mr. Takashi Mukuno and the Company.
2. Mr. Takashi Mukuno is a candidate for Outside Director. He possesses independence as stipulated by the Tokyo
Stock Exchange’s criteria for independence and the Company’s “Independence Criteria for Outside Officers.” The
Company intends for him to be as independent officer stipulated in Rule 436-2 of the Tokyo Stock Exchange
Securities Listing Regulations.
3. If the proposed appointment of Mr. Takashi Mukuno is approved, the Company intends to enter into the liability
limitation contract with him in accordance with the provisions of the Company’s Articles of Incorporation and
Article 427, paragraph (1) of the Companies Act to limit the liability for damages as provided for in Article 423,
paragraph (1) of the Companies Act. The limitation of the liability for damages under the relevant contract is theminimum liability amount set forth in Article 425, paragraph (1) of the Companies Act.
4. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Mr. Takashi Mukuno is elected and appointed
as Director, he will be insured by the policy. The Company plans to renew the policy with the same content withhim at the next term of renewal.

- 17 -

Candidate number

3(December 13, 1959)

Minako Nishimura (63 years old)

Number of the Company shares held
0 shares[Career summary, positions and areas of responsibility in the Company]
Apr. 1983
July 1986
Apr. 2006
July 2007
New election
OutsideIndependent

Notes:

Dec. 2018

Joined Fujitsu Limited
Joined Fujitsu International Engineering Limited
General Manager, Media Solutions Department, Application Systems Division of
Fujitsu Network Solutions Limited
General Manager, Information Systems Department, Internal Systems Management
Division of Fujitsu Network Solutions Limited
Representative Director of Next Story Co., Ltd. (to present)

Summary of reason for nomination as a candidate for Outside Director and expected roles
Ms. Minako Nishimura has abundant experience mainly in human resource development and careerdevelopment, as well as broad insight as a corporate manager, and also has advanced knowledge in thefield of IT. Based on her extensive experience and deep insight, she is nominated as a candidate for
Outside Director who is an Audit & Supervisory Committee Member in the expectation that she willappropriately perform her duties from an independent standpoint in promoting DX, which promotes
human resource development, change and growth for the future, which are important issues for theCompany.
Message from the candidate
Amid the unstable global situation and ever-changing economic environment, technological innovations
are rapidly advancing around the world. Under such circumstances, with a new company name andstructure, this year we are finally shifting our focus from the innovation to the growth phase, and I will
strive to maximize our human capital and contribute by actively offering my opinions in order to realize
new value creation that will one day become natural.

1. There is no special interest between Ms. Minako Nishimura and the Company.
2. Ms. Minako Nishimura is a candidate for Outside Director. She possesses independence as stipulated by the Tokyo
Stock Exchange’s criteria for independence and the Company’s “Independence Criteria for Outside Officers.” The
Company intends for her to be as independent officer stipulated in Rule 436-2 of the Tokyo Stock Exchange
Securities Listing Regulations.
3. If the proposed appointment of Ms. Minako Nishimura is approved, the Company intends to enter into the liability
limitation contract with her in accordance with the provisions of the Company’s Articles of Incorporation and
Article 427, paragraph (1) of the Companies Act to limit the liability for damages as provided for in Article 423,
paragraph (1) of the Companies Act. The limitation of the liability for damages under the relevant contract is theminimum liability amount set forth in Article 425, paragraph (1) of the Companies Act.
4. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Ms. Minako Nishimura is elected andappointed as Director, she will be insured by the policy. The Company plans to renew the policy with the samecontent with her at the next term of renewal.

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Reference
1. Corporate Governance(1) Corporate Governance Initiatives
In order to implement the growth strategies set forth in the new medium-term management plan
“Change & Growth SWCC 2026” announced in November 2021 and to ensure the achievement of theperformance targets for FY2026, the Company merged its operating companies, SWCC SHOWACABLE SYSTEMS CO., LTD. and SWCC SHOWA UNIMAC CO., LTD., on April 1, 2023, to further
accelerate the speed of strategy planning and execution by reducing the distance between management
strategies and business operations, and transitioned from a pure holding company to an operatingcompany.
The transition to an operating company has enabled the Company to concentrate the functions in theBusiness Strategy Division and further strengthen the ability to cross business segment boundaries, andto streamline the management and operation of internal Group operations by the Shared Services
Division by standardizing common operations within the Group and unifying different systems among
Group companies. Furthermore, the Company, which will become an operating company, will have thefunction of directly operating three business segments: the Energy and Infrastructure Business,
Electrical Equipment and Components Business, and Communication and Industrial Devices Business.
In this way, we have built a system and structure in which the Group’s management and strategy
planning are directly linked to the strategy and operation of each business segment.
Overview of the reorganization of the group management structure(a) Transition from a pure holding company to an operating company
Through the transition to an operating company, the Company intends to achieve the following.
Improve the efficiency of group management
By consolidating and integrating functions and divisions that are distributed or overlapped between
the holding company and the operating companies, we will streamline the corporate functions thatserve as shared resources for the entire Group. Furthermore, by clearly separating the strategy andmanagement functions, we will improve the respective functions and increase the efficiency ofgroup management.
Strengthen group strategy functions
By concentrating group strategy functions in the Business Strategy Division, we will further
strengthen the ability to cross business segment boundaries. We will also add and expand strategyfunctions that are directly linked to manufacturing and innovation, such as research anddevelopment, production technology, and DX promotion.
Streamline group management functions
With respect to group management functions, by standardizing common operations within theGroup and unifying different systems among Group companies, we will enable the management
and operation of internal Group operations by the Shared Services Division. In addition, we will
redeploy resources through the use of DX to improve the efficiency of operations, and try to makethe most of the various human resources within the Group.
(b) Further strengthen and deepen the business segment system
The Group will have the function of directly operating three business segments: the Energy andInfrastructure Business, Electrical Equipment and Components Business, and Communication andIndustrial Devices Business. In this way, we will build a system and structure in which the Group’s
management and strategy planning are directly linked to the strategy and operation of each businesssegment. We will also strive to make decision-making even more efficient and faster by giving
each segment manager a stronger authority and responsibility than ever before.

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(c) Continue to strengthen governance
Under the system of a company with audit & supervisory committee, we will work to strengthen
governance for the transparency and soundness of management while continuing to clearly separate
management supervision, centered on Independent Outside Directors, from business execution by
Executive Directors and Corporate Officers.

(2) Optional Advisory Committee
The Company has established the Nominating Committee and the Remuneration Committee, whichconstitute the Optional Advisory Committee to the Board of Directors, with the aim to improve
objectivity and transparency of the process of human resource and remuneration decisions regarding
Directors, etc. by appropriately securing opportunities for the Independent Outside Directors to involveand to offer advice, as well as to further enhance and strengthen the Corporate Governance Structure.
Each Committee is composed of three (3) or more Directors selected by resolution of the Board of
Directors, in line with the Nominating Committee and Remuneration Committee Regulations, which
stipulate that at least half of these are to be Independent Outside Directors.
For Proposal 3 and Proposal 4, a report has been obtained from the Nominating Committee, which iscomprised of three (3) Independent Outside Directors.
The activities of the Nominating and Remuneration Committees during the fiscal year under review are
as follows.
(i)

Activities of the Nominating Committee
The Nominating Committee met six times during the fiscal year under review. The meetings held
during the fiscal year under review focused mainly on following up on the next-generation
management candidate development plan and deliberating the approach to performance reviewsand evaluation results.

(ii)

Activities of the Remuneration Committee
The Remuneration Committee met six times during the fiscal year under review. Deliberations
during the fiscal year under review primarily revolved around review of officer remuneration plan
and amounts of remuneration for the next fiscal year, and the committee reported on these to theBoard of Directors. The results of performance reviews on incumbent Directors and Corporate
Officers were referenced in developing a response on the amounts of remuneration for the next
fiscal year (fiscal year 2023).

(iii) Future operation policies
From the viewpoint of relevance and depth of discussion in the Nominating and Remuneration
Committees, the Committee will operate as the Nominating and Remuneration Committee fromthe Ordinary General Meeting of Shareholders on June 27, 2023 onward.
(3) Corporate Officer System
The Company strengthens and expands the Corporate Officer System with the aim of increasing theefficiency and speed of business execution.
Corporate Officers are appointed in the same way as the candidates for Directors, by a resolution of theBoard of Directors after obtaining the report of the Nominating Committee. In addition, a Corporate
Officer contract of mandate is concluded between the Company and the Corporate Officers, in which
the authority, missions and responsibilities of each Corporate Officer are clarified.
Please refer to “(2) Status of Corporate Officers” under “3. Items concerning Company’s Officers” inthe Business Report of the Japanese original, for details about the Company’s Corporate Officers as ofApril 1, 2023.

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2. Criteria for Nominating and Dismissing Directors, etc.
In order to enhance objectivity and transparency regarding the election and dismissal of Directors, etc., theCompany has established the “Criteria for Nominating Director and Corporate Officer Candidates” and the“Independence Criteria for Outside Officers,” as well as the “Criteria for Dismissing Directors and Corporate
Officers” over the Board of Directors. In addition, with regards to the election and dismissal of Directors,
etc., to further enhance objectivity and transparency there shall be deliberations by the Nominating
Committee, and the Board of Directors shall make the final decision, while respecting its response.
(1) Criteria for Nominating Director and Corporate Officer Candidates
Individuals with outstanding character and insight who can supervise and execute management of theCompany in accordance with the basic principles of the Corporate Governance are nominated as
candidates for Director and Corporate Officer by resolution of the Board of Directors, regardless of
their personal attributes such as gender and nationality, etc. The term of office of the Directors(excluding Directors who are Audit & Supervisory Committee Members) and Corporate Officers of theCompany is one year.
Directors:(i)Must be an individual with background, capability, leadership, medium- and long-term
perspective as well as high ethical standards, all appropriate to involve in decision-making related
to management and in supervision of business execution.

(ii)

Must be an individual who respects and practices the Company’s corporate philosophy, has
integrity trusted by customers, business partners, shareholders, local communities and employees,
observes the law, the corporate code of conduct as well as the internal and external ethics andnorms, and has the insight and fairness necessary for a Director.

(iii) In addition to the items above, the Independent Outside Director of the Company must be anindividual who can be judged to have independence based on the “Independence Criteria for
Outside Officers” established by the Company.
Corporate Officers:(i)Must be an individual who is able to continuously improve the corporate value of the Company,
offer concrete proposals of and execute management strategies and action plans that contribute to
an increase in corporate value in the medium- and long-term, and who is able to continuously
make efforts to perpetually review and improve them.

(ii)Must be an individual with abilities that employees can aim for, such as responding to market
changes and thoroughly practicing its basics, observing the law, building and applying compliance,internal control, as well as risk and crisis management.

(iii) Must be an individual who has the abilities to freely discuss in the management meetings, etc.,
express constructive opinions, make recommendations and build a consistent strategic system bycomprehensively identifying the management resources of the entire Group.
(iv) Must also be an individual who has the abilities required as a corporate officer in charge ofbusiness execution of the entire Group.

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(2) Independence Criteria for Outside Officers
Outside Officers and candidates for Outside Officer are deemed to have independence by the Company
if none of the following is found to apply as a result of a survey conducted by the Company to areasonably possible extent.
(i)People executing business (Note 1) of the Company and its subsidiaries (hereinafter referred tocollectively as “the Group”) or people who have executed business of the Group in the past 10
years

(ii)

Major suppliers to the Group (Note 2), or people executing business of the suppliers(iii) Major clients of the Group (Note 3), or people executing business of the clients(iv) Major shareholders, directly or indirectly, with 10% or more of the total voting rights in the
Company, or people executing business of the major shareholders(v)

People belonging to the auditing firm that is the accounting auditor of the Group(vi) Lawyers, certified public accountants, tax accountants, consultants, etc. receiving substantial
amounts (Note 4) of money and other economic benefits in addition to remuneration provided to
officers by the Group(vii) People belonging to law offices, auditing firms, tax accounting or consulting firms, groups, suchas a union, who receive substantial amounts of money and other economic benefits from the Group,
people receiving substantial amounts of donations or assistance from the Group, or who haveexecuted business or have been director of a firm or a group, such as a union(viii) People to whom either (ii) to (vii) above applied in the past 3 years(ix) Close relatives (Note 5) of people to whom either (i) to (vii) above applies
Notes:

1. People executing business means Executive Director, Corporate Officer (Shikkoyaku or Shikkoyakuin), andemployees that hold senior management position.
2. Major supplier means a supplier whose transaction amount with the Group during the most recent fiscal year ismore than 2% of the supplier’s consolidated net sales for that fiscal year, or financial institutions whose financing
to the Group is more than 2% of the Group’s consolidated total assets at the end of the most recent fiscal year.
3. Major client means a client whose transaction amount with the Group during the most recent fiscal year is morethan 2% of the Company’s consolidated net sales for that fiscal year.
4. Substantial amount means 10 million yen or more, for individuals, or more than 2% of consolidated net sales orgross revenue, for companies or groups, on average for the past three fiscal years.
5. Close relative means a spouse or a relative of second-degree or closer.

(3) Criteria for Dismissing Directors and Corporate Officers
If it is judged that a Director or Corporate Officer of the Company is likely to fall under any of thefollowing items, the Nominating Committee shall deliberate and examine the need for dismissal andthe Board of Directors shall make a decision.
(i)Engaged in an act that is in breach of public order and morals (including where (s)he has beenfound to have a socially reprehensible relationship with antisocial forces)(ii)

Violated laws and regulations or the Group’s rules, etc. including the Articles of Incorporation,
causing a substantial loss or business hindrance to the Group(iii) Found not to possess abilities stipulated in the “Criteria for Nominating Director and Corporate
Officer Candidates”(iv) Caused significantly poor business performance of the Group (applicable to Representative
Director, President and Group CEO only)(v)

Caused significantly poor business performance or operational malaise of a business or sector in
charge (applicable to Corporate Officers only)(vi) Was significantly hindered, due to health reasons, etc., in the execution of duties- 22 -

3. Evaluation of the Effectiveness of the Board of Directors
In order to verify the appropriate functioning of the Board of Directors, the Company analyzes and evaluates
its own effectiveness every fiscal year. Specifically, answers to a questionnaire given to all Directors are used
to share evaluation results and issues with the Board of Directors, which then engages in constructive debate
on the ideal state of the Board of Directors going forward.
The analysis and evaluation for the fiscal year under review were conducted in the following manner, withadvice from an external organization. First, a questionnaire was sent to all directors who are members of theBoard of Directors. The response method was anonymous, as responses were made directly to the externalorganization. The questionnaire was conducted from multiple perspectives, including the operation,
composition, and deliberations of the Board of Directors.
As an overview of the evaluation results, it was found that the frequency of Board of Directors meetings isappropriate, and the deliberations are not formal, but rather free, vigorous, and constructive discussions andexchanges of opinions. Furthermore, in determining management strategies and plans, sufficient discussion
was conducted with an awareness of profitability and capital efficiency. The results of the evaluation also
indicate that the status of dialogue with shareholders (investors) through IR activities, etc. is appropriately
fed back to the Board of Directors and is sufficiently discussed by them as an agenda item for deliberation.
Other evaluation results include that there is sufficient communication between Internal Directors andOutside Directors. Therefore, we believe that the Board of Directors as a whole is functioning properly andits effectiveness is ensured, given that the results of each evaluation are generally favorable.
On the other hand, the Company has identified issues related to the efficient operation of the Board of
Directors to improve its effectiveness, issues related to a mechanism for the Internal Audit Department toreport directly to the Board of Directors and the Audit & Supervisory Committee in order for them to fulfill
their functions, and issues related to deepening discussions on investments in human capital and intellectual
property, etc.
Going forward, the Company’s Board of Directors will continue to work to improve its function by taking
prompt action on such issues upon due consideration in light of this evaluation of its effectiveness.

4. The Company’s Policy on Cross-shareholdings
New basic policy on cross-shareholdings(i)

Our basic policy is not to hold any shares, in principle.

(ii)

If we have no choice but to continue to hold such shares, we will strictly examine the rationalityof such holding.

(iii) The exercise of voting rights regarding such shares will be judged comprehensively in light of
their contribution to improving the Company’s corporate value, etc.
Based on the above basic policy, the Company’s immediate goal is to reduce the ratio of shares held as
cross-shareholdings to consolidated net assets to less than 10% at the end of the fiscal year.

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Changes in cross-shareholdings

Note: The number of stocks and the ratio of year-end balance sheet amount to consolidated net assets are for SWCC SHOWAHOLDING CO., LTD. and SWCC SHOWA CABLE SYSTEMS CO., LTD. (the company with the largest balance sheet
amount of investment stocks (investment stock amount) among consolidated subsidiaries). The Company has
implemented an absorption-type merger with SWCC SHOWA CABLE SYSTEMS CO., LTD. on April 1, 2023 andchanged its company name to SWCC Corporation.

End- 24 -