This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for any direct, indirect, or otherforms of damages arising from the translations.
(Stock code: 6246)
June 7, 2024

To our shareholders
Haruhiro Iida
President

Techno Smart Corp.
2-5-28 Kyutaromachi, Chuo-ku, Osaka

Notice of Convocation of the 90th Ordinary General Meeting of Shareholders
We are pleased to inform you that the 90th Ordinary General Meeting of Shareholders (the “Meeting”) will
be held as detailed below.
In convening the Meeting, we have taken electronic provision measures for information contained in the
Reference Documents for the General Meeting of Shareholders and other documents (the “Matters Subject toElectronic Provision Measures”). They are posted on our website, etc. as the “Notice of Convocation of the90th Ordinary General Meeting of Shareholders.” Please access the following website to review the
information.

The Company’s Website
https://www.technosmart.co.jp/en/cat_ir/notification/(Access the Company’s website above to review the information by clicking on “PDF” to the rightof “Notice of Convocation of the 90th Ordinary General Meeting of Shareholders.”)

If you will not attend the Meeting in person, you have the option of exercising your voting right via the Internet
or in writing. We cordially request that you review the Reference Documents for the General Meeting of
Shareholders and exercise your rights by 5:35 p.m. on Monday, June 24, 2024 (JST).

-1-

1.

Date and Time

Tuesday, June 25, 2024 at 10:00 a.m.

2.

Place

Meeting Room Nos. 5 and 6, Tekko Hall,
Midosuji Honmachi Urban Building 11F,
3-5-12 Kitakyuhojimachi, Chuo-ku, Osaka

3.

PurposeMatters to be reported: Business Report and Non-consolidated Financial Statements for the 90th
Fiscal Year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six (6) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
Proposal No. 3
Election of One (1) Substitute Director Who Is an Audit & Supervisory
Committee Member

4.

Matters Decided upon Convocation(1) If you exercise your voting right both via the Internet and in writing (by mail), the vote exercised
via the Internet will be counted as valid. If you exercise your voting right multiple times via theInternet, the last vote you enter will be counted as valid.
(2) If there is no indication of either approval or disapproval of the respective proposals on thevoting form, you will be deemed to have cast a vote of approval.

 When attending the Meeting in person, please submit the voting form that has been sent to you together
with this Notice of Convocation to the reception desk at the venue.
 If any amendments are made to the Matters Subject to Electronic Provision Measures, a notice of theamendments, as well as the matters before and after the amendments, will be posted on the Company's
website on the previous page, and on the TSE website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Matters for Reference
Proposal No. 1 Appropriation of Surplus
Based on a basic principle of continuous dividend payments to shareholders, the Company proposesa year-end dividend of ¥41 per share, consisting of an ordinary dividend of ¥38 per share and a special
dividend of ¥3 per share, in consideration of the Company’s business results for the fiscal year underreview, the future management environment, and internal reserves for business development.

Year-End Dividends❶ Type of dividend property

Cash❷ Allotment of dividend assets forshareholders and total amount¥41 per common share of the Company(¥38 ordinary dividend, ¥3 special dividend)
Total amount: ¥505,015,655
This results in an annual dividend, including interim
dividends, of ¥79 per share for the fiscal year underreview.

❸ Effective date of payment of
surplus available for dividends

June 26, 2024

-3-

Proposal No. 2 Election of Six (6) Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)
The term of office of all five (5) directors (excluding directors who are Audit & Supervisory Committee
members) will expire at the closing of the Meeting. Therefore, the Company proposes the election of six(6) directors (excluding directors who are Audit & Supervisory Committee members), increasing thenumber of directors by one (1) to strengthen the management system.
For reference, this proposal has been reviewed by the voluntary Nomination and Compensation
Committee, whose main members are external directors, and the Audit and Supervisory Committee, andthey have expressed their opinion that the candidates are suitable as directors (excluding directors who
are Audit & Supervisory Committee members) of the Company in light of their execution of duties,
performance, experience, etc. during the fiscal year under review.
The candidates for election as directors (excluding directors who are Audit & Supervisory Committee
members) are as follows:

Candidate
No.

Name(Date of Birth)

Career Summary, Positions, Responsibilities, and Significant Concurrent Positions
April 1972
April 2004
April 2007
April 2008
April 2010
October 2013
June 2014

Masami Yanai
1

June 2015(December 26, 1953)
June 2016
June 2017
April 2019
April 2024

Joined the Company
Senior Manager of the Mechanical Engineering Department,
Engineering Division
Senior Manager of the Outsourcing Management Department,
Procurement Division
Acting Division Manager of the Procurement Division
Division Manager of the Procurement Division
Senior General Manager and Division Manager of the
Procurement Division
Director and General Manager of the Administration Division,and General Manager of the Mechanical Engineering Division
Director and General Manager of the Administration
Department, and General Manager of the Engineering
Department
Managing Director and Overall Manager of the Engineering
Department, the Procurement Department, and theInformation Systems Department
Managing Director and Overall Manager of the Engineering
Department, the Procurement Department, and the
Manufacturing Department
President
Chairman(to present)

Number of Company
Shares Owned

13,400Reasons for Nomination
Mr. Masami Yanai has been re-nominated as a director due to his long-term management of the Company, his proven track record in improving
its corporate value, and his wealth of experience and deep insight into management in general.

-4-Candidate
No.

Name
(Date of Birth)

Career Summary, Positions, Responsibilities, and Significant Concurrent Positions
April 1988
April 2010
April 2012
April 2013
April 2015
June 2015

Haruhiro Iida
2

(October 28, 1964)

June 2016
April 2019
April 2021
June 2021
June 2022

April 2024

3

Joined the Company
Senior Manager of the Planning & Design Department,
Engineering Division
Acting Department Manager of the Planning & Design
Department, Engineering Division
Department Manager of the Planning & Design Group,Engineering Department
Senior General Manager and Group Manager of the
Planning & Design Group and the R&D Group, Engineering
Department
Director and Deputy General Manager of the Engineering
Department, and Department Manager of the Information
Systems Department
Director and General Manager of the Sales Department,
Manager of the Tokyo Branch, and Head of the Planning &Design Group, Engineering Department
Managing Director and Overall Manager of the Engineering
Department, the Manufacturing Department, and theProcurement Department
Managing Director and Overall Manager of the Engineering,
Manufacturing, and Procurement Division, and Manager of
the Shiga Plant
Managing Director and Overall Manager of the Engineering,
Manufacturing, Procurement, and Administration Division
Managing Director and Manager of the Shiga Plant, andOverall Manager of the Procurement and Administration
Division
President(to present)

Number of Company
Shares Owned

8,000

Reasons for Nomination
Mr. Haruhiro Iida has been re-nominated as a director since he has been deemed capable of playing a central role in management with strong
leadership due to his wealth of experience and proven track record in the mechanical design division of the Company, his contributions to winningorders in the sales division, and his management insight into the entire Company, including the manufacturing and administration divisions.
April 1988
Joined Hitachi Maxell, Ltd.
(now Maxell, Ltd.)May 2006
Chief Engineer of the Manufacturing Department, Kyoto
Plant of Hitachi Maxell, Ltd. (now Maxell, Ltd.)
November 2017 Joined the Company
April 2018
Group General Manager of the Manufacturing Group,
Manufacturing Department
Yoshiki Nishimiya
1,900
April 2021
Senior General Manager and Deputy General Manager of(December 28, 1964)
the Manufacturing Division
June 2022
Director and General Manager of the Manufacturing Division
April 2024
Managing Director and Manager of the Shiga Plant, andOverall Manager of the Manufacturing and Procurement
Division(to present)
Reasons for Nomination
Mr. Yoshiki Nishimiya has been re-nominated as a director since he has been deemed capable of making appropriate decisions on key managerial
matters as a director of the Company, due to his many years of experience in the launch and quality improvement of mass production facilities
for rechargeable batteries and the launch of plants abroad, his contribution to business streamlining in the manufacturing division, as well as
safety promotion and work improvement after joining the Company, leveraging the above knowledge and experience, and his excellent
management skills.

-5-

Candidate
No.

Name
(Date of Birth)

Career Summary, Positions, Responsibilities, and Significant Concurrent Positions
April 1994
April 2011
April 2013
April 2015

Toshikazu Shimomura(August 13, 1971)

October 2015
May 2017

4
June 2017
April 2021

Joined the Company
Senior Section Manager of the Section I, MechanicalEngineering Department
Acting Department Manager of the Mechanical EngineeringGroup I, Engineering Department
Department Manager of the Mechanical Engineering GroupI, Engineering Department
Group General Manager of the Mechanical EngineeringGroup I, Engineering Department
Senior General Manager and Group General Manager ofthe Mechanical Engineering Group I, Engineering
Department
Director and General Manager of the Engineering
Department, and Department Manager of the Information
Systems Department
Director and General Manager of the Engineering Division(to present)

3,600

Reasons for Nomination
Mr. Toshikazu Shimomura has been re-nominated as a director since he has been deemed capable of making appropriate decisions on key
managerial matters as a director of the Company due to his wealth of experience and proven track record in the mechanical design division of
the Company, his deep knowledge of the Company’s mechanical engineering, and his managerial insight.
April 1985
Joined Management Service Center Co., Ltd.
May 1992
Joined Ikegami Accounting Office
May 1997
Joined TechnoBouquet Inc. (now transcosmos inc.)
May 2001
Joined Naturum Co., Ltd.
April 2007
Director, General Manager of the Management Department
and General Manager of the Accounting and Finance
Department of Naturum Co., Ltd.
April 2013
Resigned as Director of Naturum Co., Ltd.
February 2014
Joined the Company
1,100
October 2014
Senior Manager of the Accounting Group, Administration
Department
Kaname Takahashi
April 2018
Chief of the Audit Office(May 18, 1962)
April 2021
Deputy General Manager of the Administration Division
April 2022
Senior General Manager and Deputy General Manager ofthe Administration Division
April 2024
Operating Officer and General Manager of the
Administration Division(to present)
Reasons for Nomination
Mr. Kaname Takahashi has been newly nominated as a director since he has been deemed capable of making appropriate decisions on key
managerial matters as a director of the Company due to his solid business execution in the accounting department by utilizing the wide range ofknowledge and experience he acquired in his previous job, maintaining corporate governance in the audit office, his current contribution to thedevelopment of the Company's business by coordinating the administrative department, and his experience as a director in a previous position.

*
5

Number of Company
Shares Owned-6-

Candidate
No.

Name
(Date of Birth)

Career Summary, Positions, Responsibilities, and Significant Concurrent Positions
April 1996
April 2015
April 2017*
6

April 2020

Koji Misawa

April 2023

(October 23, 1972)

April 2024

Joined the Company
Senior Manager of the Osaka Sales Group, Sales Department
Chief Group Manager of the Osaka Sales Group, Sales
Department
Group General Manager of the Osaka Sales Group, Sales
Department
Senior General Manager and Department Manager of the
Osaka Sales Department, Sales Division
Operating Officer and Deputy General Manager of the Sales
Division(to present)

Number of Company
Shares Owned

2,600

Reasons for Nomination
Mr. Koji Misawa has been newly nominated as a director since he has been deemed capable of making appropriate decisions on key managerial
matters as a director of the Company due to his remarkable contribution to the improvement of the Company's performance by accumulating
sales results as a person in charge of major customers in the sales division, and his ability to lead the division with excellent management skills
while coordinating with related divisions.
Notes: 1.
2.
3.

* indicates new candidates for director.
There are no special interests existing between each of the candidates and the Company.
The Company has entered into a directors’ and officers’ (D&O) liability insurance policy with an insurance company as prescribed in Article 430-3, Paragraph(1) of the Companies Act. This policy is designed to indemnify the directors, who are the insureds, for any damages that may arise while they are in pursuitof their official responsibilities or that result from personal lawsuits brought against them seeking compensation on the grounds of such responsibilities.
However, there are certain exclusions, such as cases where an act is carried out with knowledge that such act is in violation of the law. 90% of the insurance
premium is borne by the Company and 10% by the insured. Each candidate will be included as an insured under the insurance policy. The Company plansto renew the insurance policy with the same terms and conditions at the next renewal.

-7-

(Reference) Skill Matrix of Directors after the Closing of the Meeting
The skill matrix of directors if Proposal No. 2 of the Meeting is approved as proposed will be as follows:
Skill Matrix of Directors
Name

Attribute

Masami Yanai

Corporate
Finance &Risk
Personnel &Legal affairs
management accounting
management labor affairs

〇

〇

〇

〇

〇

Manufacturing,
technology,
R&D

〇

〇

〇

〇

Sales

Globalexperience

ChairmanHaruhiro Iida〇

President

YoshikiNishimiya

〇

〇

〇

〇

〇

Managing Director

Toshikazu
Shimomura
Director

KanameTakahashi

〇

〇

〇

〇

〇

Director

Koji Misawa〇

Director

Toru Aoki
Director(Audit & Supervisory
Committee Member)

Kenji Oka
Director(Audit & Supervisory
Committee Member)

Ayako Hiramatsu
Director(Audit & Supervisory
Committee Member)

OutsideIndependent〇

OutsideIndependent〇

OutsideIndependent

〇

〇

〇

〇

〇

-8-

〇

〇

Proposal No. 3 Election of One (1) Substitute Director Who Is an Audit & Supervisory Committee Member
To prepare for a shortage in the statutory number of directors who are Audit & Supervisory Committee
members, the Company proposes the election of one (1) substitute director who is an Audit & Supervisory
Committee member.
The consent of the Audit & Supervisory Committee has been obtained for this proposal.
Furthermore, each director who is an Audit & Supervisory Committee member reviewed this proposal
but expressed no opinion.
The candidate for election as a substitute director who is an Audit & Supervisory Committee member is
as follows:
Name(Date of Birth)

Career Summary and Significant Concurrent Positions

Number of Company
Shares Owned

Shoichi Nakashita

April 1991
Joined The Sanwa Bank, Ltd. (now MUFG Bank, Ltd.)
September 2005 Resigned from the bank (now MUFG Bank, Ltd.)
October 2005
Joined AIG Edison Life Insurance Company (now The
Gibraltar Life Insurance Co., Ltd.)
June 2007
Founder and Representative Director of One To One SynergyCo., Ltd.
June 2009
Director of Kamitsu Seisakusho Ltd. (now TMT Kamitsu, Inc.)
April 2015
Representative Director of Kamitsu Seisakusho Ltd. (now TMT
Kamitsu, Inc.)
May 2015
Representative Director of Sun Business Support Co., Ltd.
April 2020
Joined Fujii Electric Works Co., Ltd. (now FEW Co., Ltd.)
August 2020
Representative Director of Fujii Electric Works Co., Ltd. (now
FEW Co., Ltd.)
October 2023
Representative Director of Koike Engineering and Service Co.,Ltd.
(to present)(Significant Concurrent Positions)Representative Director of One To One Synergy Co., Ltd.
Representative Director of Sun Business Support Co., Ltd.
Representative Director of FEW Co., Ltd.
Representative Director of Koike Engineering and Service Co., Ltd.

0(May 9, 1968)

Reasons for Nomination and Outline of Expected Roles
Mr. Shoichi Nakashita has been nominated as a substitute outside director who is an Audit & Supervisory Committee member, since we believe he will beable to appropriately reflect his knowledge and experience in corporate management gained from his management consulting operations and his direct
involvement in management as a representative director of business enterprises to the Company’s audit system if he is appointed as a director who is an
Audit & Supervisory Committee member. The main role expected of Mr. Nakashita is to offer advice on increasing corporate value and reinforcing the audit
system from a wide range of viewpoints.
Notes: 1.
2.
3.
4.

There is no special interest existing between the candidate and the Company.
Mr. Shoichi Nakashita is a candidate for election as a substitute outside director. If he is appointed as an outside director who is an Audit & Supervisory
Committee member, the Company plans to register him as an independent officer with the Tokyo Stock Exchange.
If Mr. Shoichi Nakashita is appointed as an outside director who is an Audit & Supervisory Committee member, the Company plans to enter into an agreementwith him that limits his liability to the minimum amount stipulated in Article 425, Paragraph (1) of the Companies Act in accordance with Article 427, Paragraph(1) of said Act.
The Company has entered into a directors’ and officers’ (D&O) liability insurance policy with an insurance company as prescribed in Article 430-3, Paragraph(1) of the Companies Act. This policy is designed to indemnify the directors, who are the insureds, from any damages that may arise while they are in pursuitof their official responsibilities, or that result from personal lawsuits brought against them seeking compensation on the grounds of such responsibilities.
However, there are certain exclusions, such as cases where an act is carried out with knowledge that such act is in violation of the law. 90% of the insurance
premium is borne by the Company and 10% by the insured. If Mr. Shoichi Nakashita is appointed as an outside director who is an Audit & Supervisory
Committee member, he will be included as an insured under the insurance policy. The Company plans to renew the insurance policy with the same terms
and conditions at the next renewal.

-9-