These documents have been translated from apart of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.
(Securities code: 6800)
June 7, 2023
(Date of commencement of measures for electronic provision: May 31, 2023)
To Shareholders with Voting Rights:
Takayuki Tokuma
Representative Director, President
and Executive Officer
Yokowo Co., Ltd.
5-11, Takinogawa 7-chome,
Kita-ku, Tokyo, JapanNOTICE OF THE 85TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 85th Ordinary General Meeting of Shareholders of Yokowo Co., Ltd.
(the “Company”). The meeting will be held for the purposes as described below.
In convening this year’s General Meeting of Shareholders, measures for electronic provision have been taken
and the matters to be provided electronically are posted on the websites on the Internet indicated below.
The Company’s website: https://www.yokowo.co.jp/english/ir/stock/shareholder.html
In addition to the above, the information is also available on the website on the Internet indicated below.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Access the website above, enter the Company’s name “Yokowo” in the “Issue name (company name)” fieldor the Company’s securities code “6800” in the “Code” field and click “Search,” select “Basic information,” then“Documents for public inspection/PR information,” click the “click here for access” button below [Notice ofGeneral Shareholders Meeting /Informational Materials for a General Shareholders Meeting], and select thenotice.
If you are unable to attend the meeting, you may exercise your voting rights by either of the following
methods. Please read the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights by 5:40 p.m. on Tuesday, June 27, 2023 Japan standard time.
[If you wish to exercise your voting rights by postal mail (in writing)]
Please indicate your vote for or against each Proposal on the enclosed Voting Rights Exercise Form and sendit back so that it is received by the aforementioned exercise deadline.
[If you wish to exercise your voting rights via the Internet]
Please access the voting website (https://evote.tr.mufg.jp), use the “log-in ID” and “temporary password” or“log-in QR code” presented on the enclosed Voting Rights Exercise Form and enter your vote for or against
each Proposal by following the instructions displayed on the screen.

11. Date and Time:

Wednesday, June 28, 2023 at 10:00 a.m. JST

2. Venue:

STATION CONFERENCE Manseibashi 404, JR Kanda Manseibashi Bldg. 4thfloor, 1-25 Kanda-suda-cho Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be Reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
85th Fiscal Year (from April 1, 2022 to March 31, 2023) and results of audits
by the Accounting Auditor and Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 85th Fiscal Year(from April 1, 2022 to March 31, 2023)
Proposals to be Resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Partial Amendment of the Articles of Incorporation
Proposal No. 3: Election of Seven Directors
Proposal No. 4: Disposal of Treasury Shares by Third-party Allotment
Notes:
1) For those attending, please present the enclosed Voting Rights Exercise Form to the reception upon arrival at
the meeting.
2) Any updates to the matters to be provided electronically will be posted on the websites indicated above.
3) Among the matters to be provided electronically, the paper copy sent to shareholders who requested it by therecord date does not include the matters listed below pursuant to the provisions of applicable laws andregulations and Article 16 of the Articles of Incorporation of the Company.
• “System necessary to ensure that the execution of duties by the Directors complies with laws andregulations and the Articles of Incorporation, and other systems necessary to ensure properness ofoperations of the Company,” “Basic policy concerning persons who control the decisions on the
Company’s financial and business policies” and “Other important matters concerning the current situationof the Corporate Group” of the Business Report• Consolidated Statement of Changes in Shareholders’ Equity and Notes to the Consolidated Financial
Statements• Statement of Changes in Shareholders’ Equity and Notes to the Non-consolidated Financial Statements
Therefore, the Business Report and financial statements contained in the paper copy are part of the documents
audited by the Audit & Supervisory Board and the Accounting Auditor in preparing their respective Audit
Reports.
4) The Reference Documents for the General Meeting of Shareholders are also sent to shareholders who did not
request the paper copy.

2

Proposal No. 1: Distribution of Surplus
Matters concerning year-end dividends
Based on the recognition that providing superior returns to shareholders is one of the highest management
priorities, it is the Company’s basic policy to continue to pay stable dividends to shareholders, determining thespecific amount of dividend for each fiscal year by taking into consideration the maintenance of internal reserves
to be used for capital investment in production facilities in growing businesses, investment for technologicaldevelopment in new businesses, and investment for market development.
With respect to the operating results for the current fiscal year (fiscal year ended March 31, 2023), while salesof the personal communication equipment segment were sluggish, the vehicle communication equipment
segment and the circuit testing connectors segment both recorded higher sales partly due to significant
depreciation of the yen. As a result, consolidated net sales reached a record high. In terms of profit, the vehiclecommunication equipment segment continued to record a loss and the personal communication equipment
segment experienced a decline in profit. In addition, the performance of the circuit testing connectors segment,
which was extremely strong in the first half of the fiscal year, deteriorated sharply from the second half due to a
decline in demand from the Company’s customers and the industry as a whole. As a result, consolidated operating
profit for the full year was only slightly above the previous year’s level. Consolidated ordinary income and net
profit attributable to owners of parent were below the previous year’s levels owing to the recording of share ofloss of entities accounted for using equity method because of the deterioration of their performance and owing
to impairment of non-current assets in the vehicle communication equipment segment. Consequently, as for theGroup’s medium-term management target “Minimum8”—i.e., secure a sales growth rate, a minimum operating
profit margin, and a return on equity (ROE) of 8%, we secured the level exceeding 8% for the sales growth rate,
but operating profit margin, 6.1%, and ROE, 6.9%, fell short of the targets.
For the next fiscal year (fiscal year ending March 31, 2024), the circuit testing connectors segment, which is
the key to the Group’s earnings power, is expected to remain in a challenging situation for the first half of the
fiscal year, in view of the trend that became evident in the second half of the current fiscal year. However, overthe medium to long term, the market is very promising and potentially highly profitable, especially in growthfields such as artificial intelligence (AI) and 5th generation mobile communication systems (5G), and we believethat the current decline in demand is temporary.
In view of the aforementioned circumstances, the Company hereby proposes its year-end dividend for the
fiscal year ended March 31, 2023 as follows, comprehensively taking into account business forecasts and capitalneeds for the next fiscal year and beyond as well as securing financial stability.
(1) Type of dividend property: Cash
(2) Matters concerning allotment of dividend property to shareholders and total amount25 yen per share of common stock (including a commemorative dividend of 3 yen), for a total of582,773,750 yen
Because an interim dividend of 25 yen per share (including a commemorative dividend of 3 yen) was paidout, the annual dividend for the fiscal year ended March 31, 2023 will be 50 yen per share (consolidated
dividend payout ratio of 37.0%).
(3) Effective date of distribution of surplus
June 29, 2023 (Thursday)3

Proposal No. 2:

Partial Amendment of the Articles of Incorporation

1. Reasons for the amendment(1) The location of the head office stated in Article 3 of the current Articles of Incorporation shall bechanged from Kita-ku, Tokyo to Chiyoda-ku, Tokyo where the Company’s substantial head office
functions are located.
(2) A person to convene and chair a meeting of the Board of Directors is not limited to a Representative
Director. Therefore, Article 23, Paragraph 2 of the current Articles of Incorporation shall be partiallyamended.
2. Details of the amendment
The details of the amendment are as follows.

(Amended parts are underlined.)
Proposed Amendments(Location of Head Office)Current Articles of Incorporation(Location of Head Office)

Article 3. The head office of the Company shall Article 3. The head office of the Company shallbe located in Kita-ku, Tokyo.
be located in Chiyoda-ku, Tokyo.
(Person to Convene Board of Directors Meetings (Person to Convene Board of Directors Meetings
and Chairman)
and Chairman)
Article 23. (Omitted)
Article 23. (Omitted)
2. If the representative director is unable to serve, 2. If the director specified in the preceding
one of the other directors in the order determinedparagraph is unable to serve, one of the otherin advance by the Board of Directors shalldirectors in the order determined in advance by
convene the Board of Directors meeting and act
the Board of Directors shall convene the Board
as the chairman.
of Directors meeting and act as the chairman.

4

Proposal No. 3:

Election of Seven Directors

The terms of office of all six Directors will expire at the conclusion of this year’s Ordinary General Meetingof Shareholders. Accordingly, shareholders are requested to elect seven Directors.
The candidates for Director are as follows.
It should be noted that no material conflict of interest exists between any of the six candidates for Director
and the Company.

No.

Name

Current Positions and Responsibilities
in the Company

Attendance atBoard ofDirectors
Meetings

Representative Director, President andExecutive Officer

17/17 times(100%)

1

Takayuki Tokuma

Reappointment

Male

2

Kouichi Fukagawa

Reappointment

Male

3

Kenji Yokoo

Reappointment

Male

4

Naohito Odani

Reappointment

Male

5

Kuniko Muramatsu

Reappointment
OutsideFemaleOutside Director

16/17 times
(94%)

6

Makoto Tobari

Reappointment
OutsideMale

Outside Director

13/13 times(100%)

7

Byeongwoo KangNew
appointment
OutsideMale—

Director, Senior Managing Executive
Officer, in charge of FC Business
Division and Sustainability Committee
Director, Managing Executive Officer,
General Manager, Incubation Center;in charge of Social Contribution; incharge of Yokowo ScholarshipFoundation Establishment Project
Director, Managing Executive Officer,
Chief Officer of Technical H.Q., incharge of CTC Engineering
Department

5

17/17 times(100%)

17/17 times(100%)

12/13 times
(92%)

—
(—)

◆Expertise and experiences of new Board of Directors structure (skill matrix)
Up to four areas of expertise and experience of the Directors and Audit & Supervisory Board Members,
which are especially expected of them in performing their duties, are indicated. The table below is not an
exhaustive list of expertise and experiences of each person.
Expertise and experiences

Name

Positions

Corporate
management

ESG andsustainabil
ity

Legal andrisk
management

Takayuki
TokumaRepresentative Director,
President and Executive
Officer〇〇〇

Kouichi
Fukagawa

Director, Senior
Managing Executive
Officer〇〇〇

Kenji Yokoo

Director, Managing
Executive Officer〇〇

Naohito Odani

Director, Managing
Executive Officer

KunikoMuramatsu

Outside Director〇〇

Makoto Tobari

Outside Director〇〇

Byeongwoo
Kang

Outside Director

Kenji Kamachi

Audit & Supervisory
Board Member

Toshiaki Tochigi

Outside Audit &Supervisory Board
MemberHisao Tsunoda

Outside Audit &Supervisory Board
Member〇〇Emi Yoneda

Outside Audit &Supervisory Board
Member〇〇Financeand M&A

HR andlaboraffairs

Technologi
calstrategy

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Internati
onality〇〇〇◆Directors and officers liability insurance contract for candidates for Director
The Company has entered into a directors and officers liability insurance contract with an insurance company
for the purposes of securing talented human resources and supporting their aggressive and resolute
management decision-making toward growth of the Company. The contract was most recently renewed in
February 2023. The summary of the contents of the insurance contract is as described in “IV. Mattersconcerning the Company’s Officers” 3. in the Business Report (Japanese version only). Among thecandidates, those who are incumbent Directors and Audit & Supervisory Board Members are already coveredby the insurance, and if their reappointment is approved, they will continue to be the insured. If appointmentof the new candidate is approved, he will be covered by the insurance starting from the day on which theapproval is given.

6

No.

Name
(Date of birth)

Joined the Company
Director(June 13, 1954)
Director, General Manager, Car Antenna Business Division
Reappointed
Director, in charge of Business Planning Department
Managing Director
Managing Director and Antenna System Company President
Number of the
Director, Managing Executive Officer, and Antenna System Company
Company’s shares held:
President
289,866 shares
April 2007
Representative Director, President and Executive Officer (to present)
Years of service as Director: 27 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 17/17 times (100%)
Significant concurrent positions: None

Takayuki Tokuma

1

Past experience, positions and responsibilities
August 1988
June 1995
September 1995
April 1997
June 2004
December 2004
June 2006<Reasons for nomination as candidate for Director>
As the head and executive officer in charge of the divisions, Mr. Takayuki Tokuma has led the businessexpansion/evolution of the Company’s primary businesses, including the development/sales promotion of microantennas in the vehicle communication equipment business, as well as advancing into the BGA socket area of the circuit
testing connector business, overseas sales promotion of the PCC business (current fine connector business) and start-upof the medical device business, and thus has a thorough understanding of all businesses. He has served as President andExecutive Officer since April 2007, bearing the slogans of “multilayered business” and “permanent evolution,” andsuccessfully and steadily achieved improvement the growth potential, profitability, and stability of the Group.
The Board of Directors of the Company would like Mr. Tokuma to continuously take responsibility for the businessexecution of the Company in the next period, and thus proposes that he be elected as Director.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 2005
June 2015

2

Joined the Company
Director, Managing Executive Officer and Chief Officer, Management
Planning H.Q.
June 2016
Director, Senior Managing Executive Officer and Chief Officer,
Kouichi Fukagawa
Management Planning H.Q.
(March 28, 1953)
April 2017
Director, Senior Managing Executive Officer and General Manager,
LTCC
Business Division
Reappointed
February 2020 Director, Senior Managing Executive Officer and Chief Officer,
Administration Management H.Q.
Number of theApril 2021
Director, Senior Managing Executive Officer, in charge ofCompany’s shares held:
Administration Management H.Q., Management Planning H.Q., and52,833 shares
CSR Promotion Department
April 2022
Director, Senior Managing Executive Officer, in charge of
Administration Management H.Q.
April 2023
Director, Senior Managing Executive Officer, in charge of FC Business
Division and Sustainability Committee (to present)
Years of service as Director: 8 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 17/17 times (100%)
Significant concurrent positions: None
<Reasons for nomination as candidate for Director>
Mr. Kouichi Fukagawa, as the executive officer in charge of the circuit testing connector business, has led thebusiness acquisition, introduction of new technologies, and acquisition of new customers of said business, and has also
contributed to the establishment/enhancement of the information security structure of the Group as a whole, andcontributed to the improvement of awareness thereof by promoting the acquisition of ISO 27001 certification, theinternational standard for information security. He led the enhancement of the Group’s base and promotion of ESG
initiatives, including corporate governance and CSR (Corporate Social Responsibility) activities, as well as prevention
countermeasures against COVID-19, as the executive officer in charge of management planning/administration
management headquarters from February 2020. Since April 2023, he has been playing a leading role in strengthening thecompetitiveness of the FC Business Division as well as resolution of sustainability issues as the executive officer incharge of the Sustainability Committee, which was established in October 2022.
The Board of Directors of the Company would like Mr. Fukagawa to continuously take responsibility for the current
duties, and thus proposes that he be elected as Director.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
June 2007

3

Joined the Company
Executive Officer and Chief Officer, Administration Management
H.Q.
November 2016 Vice Chairman of The Tomioka Chamber of Commerce and Industry,
Kenji Yokoo
Gunma Prefecture (to present)(August 22, 1960)
April 2017Managing Executive Officer and Chief Officer, Administration
Management
H.Q.
Reappointed
June 2017
Director, Managing Executive Officer and Chief Officer,
Administration Management H.Q.
Number of the
February 2020
Director, Managing Executive Officer and General Manager, VCCS
Company’s shares held:
Business Division
91,755 shares
April 2022
Director, Managing Executive Officer in charge of VCCS Business
Division
April 2023
Director, Managing Executive Officer, General Manager, Incubation
Center; in charge of Social Contribution; in charge of Yokowo
Scholarship Foundation Establishment Project (to present)
Years of service as Director: 6 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 17/17 times (100%)
Significant concurrent positions:
Vice Chairman of The Tomioka Chamber of Commerce and Industry, Gunma Prefecture<Reasons for nomination as candidate for Director>
Mr. Kenji Yokoo held important posts successively in the vehicle communication equipment business—theCompany’s mainstay business—and made a significant contribution towards the Company’s business expansion bytaking the initiative in opening new accounts with customers who are now major clients. Since his appointment to
Executive Officer and Chief Officer of the Administration Management H.Q., he has been playing a leading role inenhancing the Company’s global framework by promoting measures for company-wide profit structure reform as well as
personnel innovation measures after the Lehman’s collapse. From February 2020, he was in charge of the VCCS
business, of which he has thorough understanding, and worked to rebuild the profit structure of the businessfundamentally, while placing the greatest importance on the execution of supply responsibility, amidst the difficult
circumstances due to an impact of the spread of COVID-19. Since April 2023, he has been in charge of the Incubation
Center and engaged in full-scale commercialization of new businesses that will underpin the future of the Company.
The Board of Directors of the Company would like Mr. Yokoo to continuously take responsibility for the current
duties, and thus proposes that he be elected as Director.

9

No.

Name
(Date of birth)

Past experience, positions and responsibilities
May 2013
April 2015
April 2017

4

Joined the Company
General Manager, CTC Engineering Department
Deputy Chief Officer, Technical H.Q. and General Manager, CTC
Naohito Odani(March 16, 1968)
Engineering Department
April 2018
Executive Officer and Deputy General Manager, Technical H.Q. andReappointed
General Manager, CTC Engineering Department
April 2020
Executive Officer and General Manager, Technical H.Q., in charge of
CTC Engineering Department
Number of theManaging Executive Officer and General Manager, Technical H.Q., in
Company’s shares held: April 2022
chargeof CTC Engineering Department
8,727 shares
June 2022
Director, Managing Executive Officer and General Manager,
Technical H.Q., in charge of CTC Engineering Department (topresent)
Years of service as Director: 1 year (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 12/13 times (92%)
Significant concurrent positions: None
<Reasons for nomination as candidate for Director>
Mr. Naohito Odani has built a global framework for field application engineers (FAEs) who take charge of supporting
customers of the Company’s circuit testing connector (CTC) business and raised trust of the customers significantly. In
addition, he has promoted efforts to raise the level of technological capabilities of the CTC Engineering Department as awhole, improve its productivity in the design and development areas, and reinforce the strengths of the Intellectual
Property Department, leading the dramatic improvement of the technological competitiveness of the Company’s CTC
Business Division, and has thereby contributed significantly to the rapid growth of said business. Since June 2022, hehas been in charge of further strengthening its technological capabilities from a higher point of view, leading discussionsof the Board concerning technological strategies of the Group.
The Board of Directors of the Company would like Mr. Odani to continuously take responsibility for the current
duties, and thus proposes that he be elected as Director.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities
October 1983

Kuniko Muramatsu
Reappointed
Candidate for Outside
Director

January 2010
January 2014
April 2016
June 2016
April 2018
June 2019

Number of theCompany’s shares held:
0 shares

June 2020
February 2021

(September 1, 1958)

June 2022

5

Joined Texas Instruments Japan Limited (resigned from Texas
Instruments Japan Limited in September 2009)
Representative Director, Wellness Systems Institute (to present)
Director, Japan Professional Football League (J. League)
Director and Chair of the Board, NPO GEWEL
Outside Director of the Company (to present)
Senior Researcher, Business Ethics Research Center (to present)
Outside Director, NEC Networks & System Integration Corporation(scheduled to retire in June 2023)
Outside Director, Kyushu Railway Company (to present)
Director, Japan Women’s Empowerment Professional Football League(WE League) (to present)
Outside Director, ROHM Co., Ltd. (to present)

Years of service as Director: 7 years (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 16/17 times (94%)
Significant concurrent positions:Representative Director, Wellness Systems InstituteOutside Director, NEC Networks & System Integration Corporation (scheduled to retire in June 2023)
Outside Director, Kyushu Railway Company
Outside Director, ROHM Co., Ltd.
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Ms. Kuniko Muramatsu held various posts including General Manager of the Public Relations Department, Memberof the Business Strategy Team, General Manager of the Corporate Ethics Office and the officer in charge of diversity
promotion at a foreign-affiliated semiconductor maker, and now runs a company which she established after resigningfrom said company, utilizing her experience, and is engaged in supporting the improvement of corporate value and thepromotion of diversity, whereas she also continues practical research on corporate ethics.
At the Board of Directors meetings, she has contributed to the qualitative improvement of the management of theCompany by actively expressing opinions and requests with a focus on diversity, human resource hiring, training andcompensation, business continuity, and other areas from the perspective of “enhancing corporate value over the medium
to long term.”
The Company would like her to continuously monitor and supervise the management of the Company and provide
advice and recommendations to the Company in the next period by leveraging her extensive knowledge and practicalexperience at business organization, and thus proposes that she be elected as Outside Director.
2. Independence of candidate for Outside Director(1) There are no business relationships between the Company and Wellness Systems Institute, for which Ms.
Muramatsu serves as Representative Director.
(2) The Company has had no transactions with Texas Instruments Japan Limited (“TI Japan”), for which Ms.
Muramatsu had worked until September 2009, since January 2014.
(3) The Company has continuous business relationships with Texas Instruments Incorporated (“TI US”), the parent
company of TI Japan, regarding the sale from the Company of inspection tools for semiconductor testing,whereas the amount involved accounts for less than 1% of the Group’s annual consolidated sales and less than
1% of the annual operating costs of TI US.
(4) Based on the above, the Company has determined Ms. Muramatsu to be highly independent from the Company
and persons who execute the business of the Company. In the event that the election of Ms. Muramatsu isapproved as proposed, the Company will continue to designate her as an independent officer as prescribed in the
Securities Listing Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited liability
agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Ms. Kuniko Muramatsu. The limit ofliability for damages based on this agreement is the amount prescribed by laws and regulations.

11

No.

Name
(Date of birth)

Past experience, positions and responsibilities
September 1979 Joined Japan Management Association

Makoto Tobari(February 25, 1949)

April 1989

Senior Consultant, JMA Consultants, Inc. (to present)

June 2003

Director

April 2004
Reappointed
April 2006
Candidate for Outside
April 2007
Director
June 2007
Number of theApril 2009
Company’s shares held:
0 shares
June 2011

Director, Chief Officer, Administration Management H.Q.
Director, General Manager, Core System Development
Director, General Manager, Corporate Department
Executive Director, All Japan Federation of Management Organizations
Chief Advisor, JMA Consultants, Inc. (to present)
Audit & Supervisory Board Member, JMA Holdings Inc. (resigned fromoffice in June 2018)

6

June 2022
Outside Director of the Company (to present)
Years of service as Director: 1 year (at the conclusion of this year’s Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 13/13 times (100%)
Significant concurrent positions:
Advisor and Senior Consultant, JMA Consultants, Inc.
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Mr. Makoto Tobari has engaged in guidance and advisory services mainly on technological strategy, new business,and management strategy fields for many years as a senior consultant at a leading management consultancy firm. He
also has experience in corporate management as a director of said firm.
The Company would like him to monitor and supervise management of the Company by leveraging his abundant
practical experience and extensive knowledge concerning technological strategies and global trends in technology and toprovide advice and recommendations for improvement, and thus proposes that he be elected as Outside Director.
2. Independence of candidate for Outside Director(1) The Group and JMA Consultants, Inc. for which Mr. Tobari served as a director in the past has had no transaction
history in the last three consolidated fiscal years, and it has passed 14 years since he retired from office as directorof said company in March 2009.
(2) Based on the above, the Company has determined Mr. Tobari to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Tobari is approved as
proposed, the Company will continue to designate him as an independent officer as prescribed in the Securities
Listing Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited liability
agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Makoto Tobari. The limit ofliability for damages based on this agreement is the amount prescribed by laws and regulations.

12

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 2008

Joined LG Electronics Inc. (retired in May 2011)

April 2014

Research Fellow, Institute of Developing Economies, Japan External
Trade Organization

October 2016

Lecturer, Hitotsubashi University Graduate School of Commerce andManagement
Lecturer, Hitotsubashi University Institute of Innovation Research

Byeongwoo Kang
(October 8, 1982)

October 2017

Adjunct Researcher, Waseda University (to present)

April 2018

Lecturer, Hitotsubashi University Graduate School of Business

Newly appointed
April 2019
Candidate for Outside
Director

Administration
Associate Professor, Hitotsubashi University Institute of Innovation
Research (to present)
Associate Professor, Hitotsubashi University Graduate School of Business

Number of theCompany’s shares held:
0 shares

Administration (to present)
Associate Professor, Hitotsubashi University Faculty of Commerce andManagement (to present)
November 2019 Visiting Research Fellow, Research Center for Advanced Science andTechnology, the University of Tokyo
July 2021

Visiting Research Fellow, Eindhoven University of Technology

September 2022 Affiliated Fellow, National Institute of Science and Technology Policy,
Ministry of Education, Culture, Sports, Science and Technology (to7present)
Attendance rate of the Board of Directors Meetings: －Significant concurrent positions:
Associate Professor, Hitotsubashi University Graduate School of Business Administration and Institute of Innovation
Research
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Mr. Byeongwoo Kang worked at one of the world’s leading electronics manufacturers as a researcher. His research
included 3G and 4G mobile communication technology and he was involved in the gaining of many patents.
Subsequently, he changed his focus to research on patent strategy and currently serves as an Associate Professor at a
graduate school of Hitotsubashi University. The Company would like him to monitor and supervise management of theCompany by leveraging his extensive knowledge concerning information communication technology, patent strategy,
etc., and broad experience related to innovation and to provide advice and recommendations for improvement from a
global perspective, and thus proposes that he be elected as Outside Director. Although he has never been directly
involved in corporate management, the Company has judged that he can properly perform his duties as Outside Director
because of the aforementioned reasons.
2. Independence of candidate for Outside Director(1) The Group and Hitotsubashi University where Mr. Kang works has had no transaction history in the last three
consolidated fiscal years.
(2) Based on the above, the Company has determined Mr. Kang to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Kang is approved as
proposed, the Company will designate him as an independent officer as prescribed in the Securities Listing
Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement to be entered into with the Company
If this Proposal is approved, the Company plans to, pursuant to Article 30 of the Company’s Articles of Incorporation,enter into a limited liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr.
Byeongwoo Kang. The limit of liability for damages based on this agreement is the amount prescribed by laws andregulations.

13

Proposal No. 4:

Disposal of Treasury Shares by Third-party Allotment

1. Purpose of establishment of the foundation
At a meeting of the Board of Directors held on May 12, 2023, the Company resolved to establish the
Yokowo Scholarship Foundation (hereinafter referred to as the “Scholarship Foundation”).
In April 2022, prior to the centenary in September 2022 of the Company’s founding, the Group
renewed its corporate philosophy, which now consists of the Purpose, Vision, and Values. The Purpose
is set forth as follows.
<Purpose>
Be a good company by employing people and technologies that work for the benefit of society today
and tomorrow.
Committed to remaining constantly at the cutting edge ever since the Company’s founding, the Grouphas expanded its business domain and business fields centering on micro precision processing
technology, its first core technology, by embracing and fostering the necessary key technologies andhuman resources as it advances. In the course of the Group’s development to date, we have benefited
greatly from the support, consideration and guidance of a number of universities, research institutes, andcompanies that have partnered with us in joint research and joint development.
The Company will establish the Scholarship Foundation primarily to offer scholarships to students infinancial need and grants for academic research in the fields of science, engineering, and medical
devices with the objective of contributing to the development of talented students and researchers whowill make significant contributions to society in the future. We believe that the activities of the
Scholarship Foundation, which will be aligned with this objective, will contribute to the improvement ofpeople’s lives and the development of science and technology through the development of talented
human resources in accordance with the Company’s Purpose, while also contributing to the sustainablegrowth of the Company and the enhancement of its corporate value.
2. Disposal of treasury shares
In order to secure a stable source of funds for the Scholarship Foundation’s activities partially bymeans of dividends on the Company’s shares and to contribute to the Scholarship Foundation’s longterm and stable activities, the Company proposes to dispose of treasury shares by means of a third-party
allotment to the Scholarship Foundation at a particularly favorable price (1 yen per share).
3. Reasonableness of the terms and conditions for disposal
The purpose of the disposal of treasury shares is to provide a stable source of funds for the activitiesof the Scholarship Foundation and the funds raised will also be used to fund the activities of the
Scholarship Foundation. Therefore, we believe that the disposal price of 1 yen per share is reasonable.
We also believe that the number of shares to be disposed of is reasonable, as it will provide a stablesource of funds enabling the Scholarship Foundation to continue offering scholarships to students infinancial need and grants to researchers. Furthermore, since the Company’s shares to be allotted to the
Scholarship Foundation are an important and stable source of funds for the Scholarship Foundation, it isunlikely that the shares will be offered on the stock market in the foreseeable future, and we believe thatthe disposal of treasury shares will have a negligible impact on the secondary market.
The 200,000 shares (2,000 voting rights) subject to disposal of treasury shares under this proposal
represent 0.84% of the total of 23,849,878 shares issued by the Company as of March 31, 2023 (0.86%
of the total of 232,870 voting rights), and the Company believes that the dilution of shares due to thedisposal of treasury shares is in a negligible range.
Regarding the handling of the voting rights of the shares owned by the Scholarship Foundation as aresult of the disposal of treasury shares, the Company plans to obtain a written pledge from the
Scholarship Foundation that it will not exercise its voting rights pertaining to the Company’s shares.

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[Details of treasury shares to be disposed of](1) Number of shares to be
200,000 shares of common stock
disposed of(2) Disposal price1 yen per share(3) Amount of financing

200,000 yen(4) Method of disposal

Disposal by third-party allotment(5) Destination of disposal

Yokowo Scholarship Foundation(6) Date of disposal

July 2023 (scheduled)
In addition to the above, decisions on matters related to the disposal(7) Delegation of decision making of treasury shares under this proposal will be delegated to the Boardof Directors of the Company.
[Outline of the Foundation](1) Name

Yokowo Scholarship Foundation(2) Location

5-11 Takinogawa 7-chome, Kita-ku, Tokyo(3) Representative Director

Kenji Yokoo
Scholarships for students (students at technical colleges andundergraduate and graduate students at universities) in financial
need and grants for academic research in the fields of science,engineering, and medical devices
Approximately 15-20 million yen per year
The Company plans to donate 3 million yen at the time ofestablishment of the Scholarship Foundation. This donation and thedividend on the Company’s shares to be allotted through thedisposal of treasury shares, as well as periodic and occasional
donations by the Company, will be the funds for the activities.
Late May 2023 (scheduled)
Capital relationship: The Company will be the donor of the basic
assets of the Scholarship Foundation.
Personnel relationship: Of the Scholarship Foundation’s three
directors, six trustees, and one auditor, one Director of the Company
will concurrently serve as representative director of the ScholarshipFoundation and one employee of the Company will concurrently
serve as a trustee.
Business relationship: The Company will donate 3 million yen to the
Scholarship Foundation at the time of its establishment and makemonetary donations periodically or occasionally.
End of document(4) Activities(5) Funds for activities(6) Date of establishment(7) Relationship with theCompany

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