Note: This document is a translation of a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from this translation.
(Stock Exchange Code 6506)
May 7, 2024
To Shareholders with Voting Rights:
Masahiro Ogawa
Representative Director, President
YASKAWA Electric Corporation
2-1 Kurosakishiroishi, Yahatanishi-ku
Kitakyushu, JapanNOTICE OF
THE 108TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 108th Annual General Meeting of Shareholders of YASKAWA Electric
Corporation (the “Company”). The meeting will be held for the purposes described below.
In convening this General Meeting of Shareholders, the Company has taken electronic measures to provide
information contained in the Reference Documents for the General Meeting of Shareholders, etc. (the “Mattersto be Provided Electronically”) pursuant to the provisions of laws and regulations and the Company’s Articles
of Incorporation. Matters to be Provided Electronically is posted on each following website on the Internet under“Notice of the 108th Annual General Meeting of Shareholders.” Please access any of the websites to view the
information.
The Company’s Website

http://www.yaskawa-global.com/ir/stocks/meeting(Top Page > Investor relations > Stock & bond information > General shareholders meetings)

Website for Materials for the General Meeting of Shareholders

https://d.sokai.jp/6506/teiji/(In Japanese only)

If you do not attend the meeting, you can exercise your voting rights in writing (by mail) or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders. If exercising your voting
rights in writing, please enter your vote for or against the proposal on the Voting Rights Exercise Form sent withthis convocation notice and return it so that it is received by 5:00 p.m. on Tuesday, May 28, 2024, Japan time.
If exercising your voting rights via the Internet, please access the website designated by the Company(https://soukai.mizuho-tb.co.jp/), and exercise your voting rights by 5:00 p.m. on Tuesday, May 28, 2024, Japan
time.

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1.

Date and Time:

Wednesday, May 29, 2024, at 10:00 a.m. Japan time (Doors open at 9:00 a.m.)2.

Venue:

Head Office of the Company
2-1 Kurosakishiroishi, Yahatanishi-ku, Kitakyushu, Japan

3.

Meeting Agenda:

Matters to bereported:

1. The Business Report and Consolidated Financial Statements for
the Company’s 108th Fiscal Year (March 1, 2023 - February
29, 2024), and results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit andSupervisory Committee
2. Non-consolidated Financial Statements for the Company’s
108th Fiscal Year (March 1, 2023 - February 29, 2024)

Proposal tobe resolved:
4.

Matters related toexercise of Voting
Rights:

Proposal:

Election of 4 Directors (excluding Directors who areMembers of the Audit and Supervisory Committee)(1) If you exercise your voting rights both in writing (by mail) and via the Internet,
we will treat your vote cast via the Internet as the valid exercise of your voting
rights, regardless of the time or date of arrival of your vote.
If you exercise your voting rights several times via the Internet, we will treat themost recent vote as the valid exercise of your voting rights.
(2) If you exercise your voting rights in writing (by mail) and do not indicate for oragainst each proposal on the voting form, we will treat it as an indication of
approval.
(3) If you wish to exercise your voting rights by proxy, please appoint a proxy who
is a shareholder of the Company with voting rights. The proxy will be requested
to submit a document certifying the status of the proxy at the reception desk
upon arrival at the meeting.

 When attending the meeting, please submit the Voting Rights Exercise Form sent with thisconvocation notice at the reception desk.
 In the case of any revisions to the Matters to be Provided Electronically, notice and theinformation before and after the revisions will be posted on the above websites on theInternet.
 The Company has been sending documents stating the Matters to be Provided
Electronically to shareholders requesting written documents. However, these documents do
not include the following items pursuant to the provisions of laws and regulations and theCompany’s Articles of Incorporation. The Audit and Supervisory Committee and the
Accounting Auditor have conducted audits on the documents that are subject to audit,
including the following:(1) “Business Progress and Results,” “Basic Policy on Profit Distribution and Dividends
for the Current and Next Fiscal Years,” “Status of Assets and Profit and Loss,” “Issues
to be Addressed,” “Principal Business,” “Major Offices and Factories,” “Employees,”“Principal Lenders,” “Other Important Matters Regarding the Current Status of theGroup,” “Status of Shares,” “Status of Stock Acquisition Rights,” “Matters Related to
Outside Officers,” “Status of Accounting Auditor,” “System to Ensure theAppropriateness of Business Operation,” “Overview of the Management Status of
System to Ensure the Appropriateness of Business Operation,” and “Basic Policy on
Control of Company” in the Business Report(2) Consolidated Financial Statements(3) Non-consolidated Financial Statements-2-

Reference Documents for General Meeting of Shareholders
Proposals and References
Proposal:

Election of 4 Directors (excluding Directors who are Members of the Audit andSupervisory Committee)

The terms of office of all 4 Directors (excluding Directors who are Members of the Audit andSupervisory Committee; the same shall apply hereinafter in this Proposal) will expire at the conclusion ofthis General Meeting of Shareholders. This Proposal is to request the election of 4 Directors. The candidates
are as below.
The Audit and Supervisory Committee has expressed an opinion to the effect that each candidate isqualified to serve as a Director of the Company, in light of the nomination procedures applied by the
Nomination Advisory Committee and the execution of duties and performance results of each candidate in
the current fiscal year, among other factors.
The areas of expertise that the Company expects each candidate to bring to the Board of Directors areprovided on page 8. Please read it as well.
Candidates for Director
No.

Name

Current Positions and Responsibilities, etc.

1

Hiroshi Ogasawara

Representative Director, Chairman of the Board

Reappointment

Masahiro Ogawa

Representative Director, President;
In charge of Human Resources Development;
In charge of ICT Strategy;
General Manager, Corporate Technology Div.

Reappointment

3

Shuji Murakami

Representative Director; Senior Managing
Executive Officer;
In charge of Corporate Planning and
Administration;
In charge of CSR

Reappointment

4

Yasuhiko Morikawa

2

Reappointment

Director; Senior Executive Officer;

General Manager, Tokyo Branch

Reappointment

Candidate for reappointment as Director(Reference) Composition of the Board of Directors* Effective after this General Meeting of Shareholders (based on the assumption that the Proposal regarding the election of
Directors is approved as proposed at this General Meeting of Shareholders.)

Ratio of Independent Outside Directors: 44% (4 out of 9 members)
Ratio of Female Directors: 22% (2 out of 9 members)

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No.

1

Hiroshi Ogasawara

Date of birth September 19, 1955 (Age: 68)[Past experience, positions and responsibilities]
March 1979
Joined the Company
June 2006
Director; Deputy General Manager, Motion Control
Div.
March 2007
Director; General Manager, Drives Div.
March 2011
Director; General Manager, Motion Control Div.
June 2012Managing Executive Officer; General Manager,
Motion Control Div.
June 2013
Director; Managing Executive Officer; General
Manager, Motion Control Div.
March 2014
Director; Managing Executive Officer; General
Manager, Corporate Technology Div.
March 2015
Representative Director; Senior Managing
Executive Officer; General Manager, Corporate
Technology Div.
March 2016
Representative Director, President; General
Manager, Corporate Technology Div.
March 2017
Representative Director, President;
Manager, Diversity Management Div.
March 2018
Representative Director, President;
Manager, ICT Strategy Div.
March 2022
Representative Director, Chairman of the Board;
President
March 2023
Representative Director, Chairman of the Board (topresent)

Reasons for nominating
him as a candidate for
Director

Reappointment[Number of shares of
the Company held]

55,921 shares[Years served as a
Director of theCompany]

17 years(at the conclusionof this General
Meeting of
Shareholders)[Significant concurrent
positions]

Outside Director,
Kyushu Railway
Company

Mr. Hiroshi Ogasawara was appointed to the post of Representative Director and President in
2016, Representative Director, Chairman of the Board and President in 2022, andRepresentative Director and Chairman of the Board in March 2023, and has led the
management of the Company. As his rich knowledge and experience are essential for enhancing
the Company’s corporate value, the Company nominates him as a candidate for Director.
Subject to his election as a Director at this General Meeting of Shareholders, he will bereappointed to the post of Representative Director and Chairman of the Board.

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No.

2

Masahiro Ogawa

Date of birth August 25, 1964 (Age: 59)[Past experience, positions and responsibilities]
March 1987
Joined the Company
December 2010
Regional Manager, The Americas; Director andChairman, YASKAWA AMERICA, Inc.
June 2012
Executive Officer; Regional Manager, The
Americas; Director and Chairman, YASKAWA
AMERICA, Inc.
March 2016
Executive Officer; General Manager, Robotics Div.
May 2019
Director; Executive Officer; General Manager,
Robotics Div.
March 2020
Director; Managing Executive Officer; General
Manager, Robotics Div.
March 2022
Representative Director; Senior Managing
Executive Officer; General Manager, Robotics Div.
March 2023
Representative Director, President;
In charge of Human Resources Development;
In charge of ICT Strategy;
General Manager, Corporate Technology Div. (topresent)

Reasons for nominating
him as a candidate for
Director

Reappointment[Number of shares of
the Company held]

18,647 shares[Years served as a
Director of theCompany]

5 years(at the conclusionof this General
Meeting of
Shareholders)[Significant
concurrent positions]―

Before being appointed to the post of Director in 2019, Mr. Masahiro Ogawa gained experiencein business departments and supervising overseas subsidiaries, etc. He was appointed to the postof Representative Director and Senior Managing Executive Officer in 2022 and Representative
Director and President in March 2023 and has led the management of the Company. As his richknowledge and experience are essential for enhancing the Company’s corporate value, theCompany nominates him as a candidate for Director. Subject to his election as a Director at this
General Meeting of Shareholders, he will be reappointed to the post of Representative Director
and President.

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No.

3

Shuji Murakami

Date of birth April 21, 1959 (Age: 65)[Past experience, positions and responsibilities]
March 1982
Joined the Company
June 2008
Director; Manager, Corporate Planning Div.
June 2012
Director; Executive Officer; Manager, Corporate
Planning Div.
March 2014
Director; Managing Executive Officer; Manager,
Corporate Planning Div.
March 2015
Director; Managing Executive Officer; Department
Manager, Corporate Planning Dept.
March 2016
Representative Director; Senior Managing Executive
Officer; Department Manager, Corporate Planning
Dept.
March 2017
Representative Director; Senior Managing Executive
Officer; General Manager, Corporate Planning &Finance Div.
March 2020
Representative Director; Senior Managing Executive
Officer;
In charge of CSR; In charge of Administration;
General Manager, Corporate Planning & Finance Div.
March 2024
Representative Director; Senior Managing Executive
Officer;
In charge of Corporate Planning and Administration;
In charge of CSR (to present)

Reasons fornominating him as a
candidate for Director

Reappointment[Number of shares of
the Company held]

41,799 shares[Years served as a
Director of theCompany]

16 years(at the conclusionof this General
Meeting of
Shareholders)[Significant
concurrent positions]―Mr. Shuji Murakami was appointed to the post of Representative Director and Senior Managing
Executive Officer in 2016 and has led the management of the Company. As his rich knowledge
and experience are essential for enhancing the Company’s corporate value, the Company
nominates him as a candidate for Director. Subject to his election as a Director at this General
Meeting of Shareholders, he will be reappointed to the post of Representative Director andSenior Managing Executive Officer.

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No.

4

Yasuhiko Morikawa

Date of birth June 11, 1962 (Age: 61)[Past experience, positions and responsibilities]
April 1985
Joined The Dai-Ichi Kangyo Bank, Limited(currently Mizuho Bank, Ltd.)
April 2008
Corporate Officer, Corporate Planning Group,
Mizuho Corporate Bank, Ltd. (currently Mizuho
Bank, Ltd.)
April 2010
General Manager, Gotanda Branch, Mizuho Bank,
Ltd.
April 2012
General Manager, Financial Institutions Banking
Division No.1, Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
April 2013
Executive Officer, Mizuho Corporate Bank, Ltd.
May 2015
Joined the Company, Associate Director
March 2016
Executive Officer; General Manager, Tokyo Branch,
Corporate Marketing Div.
March 2017
Executive Officer; General Manager in Finance,
Corporate Planning & Finance Div.
March 2020
Executive Officer; Deputy General Manager,
Corporate Planning & Finance Div.
March 2021
Senior Executive Officer; Deputy General Manager,
Corporate Planning & Finance Div.
May 2021
Director; Senior Executive Officer; Deputy General
Manager, Corporate Planning & Finance Div.
September 2021
Director; Senior Executive Officer; General
Manager, General Affairs & Risk Management Div.
March 2022
Director; Senior Executive Officer; In charge ofCompliance; General Manager, General Affairs &Risk Management Div.
March 2024
Director; Senior Executive Officer;
General Manager, Tokyo Branch (to present)

Reasons fornominating him as a
candidate for
Director

Reappointment[Number of shares of
the Company held]

15,007 shares[Years served as a
Director of theCompany]

3 years(at the conclusionof this General
Meeting of
Shareholders)[Significant
concurrent positions]―

Before being appointed to the post of Director, Mr. Yasuhiko Morikawa gained experience as the
Executive Officer of a financial institution, as well as General Manager in Finance and otherpositions at the corporate planning and finance divisions at the Company. He was appointed to thepost of General Manager, General Affairs and Risk Management Div. in 2021, and General
Manager, Tokyo Branch in March 2024. As his rich knowledge and experience are essential forenhancing the Company’s corporate value, the Company nominates him as a candidate for Director.

(Notes) 1. There are no special interests between each candidate for Director and the Company.
2. The number of shares of the Company held by each candidate includes the shares he holds through YASKAWA
Electric Officers’ Shareholding Association and a stock remuneration plan “Board Benefit Trust (BBT).”
3. The Company has concluded a directors and officers liability insurance policy with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insured’s scope includes Directors(including Directors who are Members of the Audit and Supervisory Committee) and Executive Officers, etc.
of the Company, and the insured does not pay insurance premiums. Such insurance policy will cover indemnity
when the insureds become liable for indemnity attributable to their duties or being subject to a claim arisingfrom the pursuit of such liability. However, certain exemptions, such as damage caused due to any conduct
committed while knowing that the conduct violates laws and regulations, will not be covered. Additionally,each candidate becomes insured upon assuming office as a Director, and the insurance policy under the same
conditions will be renewed during the tenure of the Director.

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Composition of the Board of Directors and Areas of Expertise That the Company Expects Each Director to Bring to the Board of Directors[Effective after the 108th Annual General Meeting of Shareholders]
The Board of Directors of the Company shall be composed of persons with a high degree of knowledge and experience in areas related to corporate management.
Among such areas, those of critical importance for corporate management are classified below, and each Director is expected to demonstrate his/her abilities to the fullest extent.
The table below of the composition of the Board of Directors is prepared on the assumption that the Proposal regarding the election of Directors is approved as proposed at this General Meeting of
Shareholders.
Areas of expertise that the Company expects each Director to bring to the Board of Directors

Directors

Corporate
management/
Business strategy

ESG/
Sustainability

Finance
Accounting

Legal affairs

●Male

Sales
Marketing

Manufacturing
R&D/DX

Global●FemaleHiroshi Ogasawara(Age: 68)

●

●

●

●

●

●

Masahiro Ogawa(Age: 59)

●

●

●

●

●

●

Shuji Murakami(Age: 65)

●

●

●

●

●

●

Yasuhiko Morikawa(Age: 61)

●

●

●

●

●

●

Takeshi Ikuyama(Age: 60)

Member of
the Audit andSupervisory
Committee

●

●

●

●

Toshikazu Koike(Age: 68)

Member of
the Audit andSupervisory
Committee

OutsideIndependent

●

●

●

●

●

Kaori Matsuhashi(Age: 54)

Member of
the Audit andSupervisory
Committee

OutsideIndependent

●

●

●

Keiji Nishio(Age: 65)

Member of
the Audit andSupervisory
Committee

OutsideIndependent●●

Yaeko Hodaka(Age: 58)

Member of
the Audit andSupervisory
Committee

OutsideIndependent

●

●

●

●
●
●

(Note) The table above does not cover all the expertise each candidate possesses. Ages are as of the conclusion of this General Meeting of Shareholders.

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●
●

●