Note: 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.

(Securities Code: 9824)
January 7, 2022
To our shareholders:
Motohide Nishimura
Representative Director, President
SENSHU ELECTRIC CO., LTD.
1-4-21 Minami-Kaneden, Suita City, Osaka Pref.

Notice of the 72nd Annual General Meeting of Shareholders
We are pleased to announce the 72nd Annual General Meeting of Shareholders of SENSHU ELECTRIC CO., LTD.
(the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing orelectronically (via the internet, etc.). Please review the attached Reference Documents for the General Meetingof Shareholders, and exercise your voting rights through either of the following methods:[Exercise of voting rights in writing]
Indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form
to the Company by postal mail so that your vote is received by 5:00 p.m. on Wednesday, January 26, 2022
(JST).
[Exercise of voting rights electronically (via the internet, etc.)]
Access the Company’s website for exercising voting rights (https://www.web54.net), enter your voting rights
exercise code and password printed on the voting form, and indicate your approval or disapproval of the
proposals by 5:00 p.m. on Wednesday, January 26, 2022.

1. Date and Time: Thursday, January 27, 2022, at 10:00 a.m. (JST)
2. Venue:
3rd floor Ball Room of Shin-Osaka Esaka Tokyu REI Hotel,
9-6 Toyotsu-cho, Suita City, Osaka Pref.
In view of preventing potential infection with the novel coronavirus disease (COVID-19), you are highly
recommended to exercise your voting rights, in advance, in writing or electronically (via the internet, etc.).
Shareholders attending this meeting in person are asked to check their physical condition and take measures
to prevent infection, such as wearing a face mask.
On the date of the General Meeting of Shareholders, we are also taking measures to prevent the spread of
COVID-19, including the measurement of your body temperature at the entrance and a reduction in thenumber of available seats. We appreciate your understanding on this matter.
Please also kindly understand that we will not provide souvenirs to attendees at the General Meeting of
Shareholders.

-1-3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 72nd fiscal year (from November 1,
2020 to October 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 72nd fiscal year (from November 1, 2020 to October 31,
2021)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Reduction in Legal Capital Surplus
Proposal No. 3 Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)- When you attend the meeting in person, please hand in the enclosed voting form at the reception.
- Among the documents to be provided with the attachment to this notice, the items below are posted on the Company’s website(https://www.senden.co.jp/) pursuant to laws and regulations, as well as Article 16 of the Company’s Articles of Incorporation,
and are accordingly not included in this notice.
(1) “Overview of System to Ensure the Properness of Operations and Operational Status” in the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
These items comprise part of the Consolidated Financial Statements and the Non-consolidated Financial Statements auditedby the Financial Auditor, and the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit and Supervisory Committee, in preparing their respective audit reports.
- Should revisions arise to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements or the Consolidated Financial Statements, the revised versions will be posted on the
Company’s website (https://www.senden.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company maintains a basic policy of paying stable dividends, and having given comprehensive consideration
to matters including the business performance of the fiscal year and the level of internal reserves, it proposes thepayment of year-end dividends and appropriation of surplus as follows:
1. Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥455,959,700.
(3) Effective date of dividends of surplus
January 28, 2022
2. Appropriation of surplus(1) Item of surplus to be increased and amount of increase
General reserve: ¥2,079,000,000(2) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥2,079,000,000-3-Proposal No. 2

Reduction in Legal Capital Surplus

To allow for an agile and flexible capital policy in the future, pursuant to the provisions of Article 448, paragraph (1)of the Companies Act, the Company proposes to reduce a portion of legal capital surplus and transfer the amount toother capital surplus.
1. Amount of legal capital surplus to be reduced
Legal capital surplus: ¥2,672,050,000 of ¥3,372,050,000
2. Item of capital surplus to be increased and amount of increase
Other capital surplus: ¥2,672,050,000
3. Effective date of reduction in legal capital surplus
March 1, 2022

-4-

Proposal No. 3

Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

At the conclusion of this meeting, the terms of office of all 12 Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter) will expire. Therefore, based on the recommendationof the Nominating Committee, the Company proposes the election of 12 Directors.
As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the candidates for
Director are qualified.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Aug. 1995
Jan. 1996

Jan. 1997

Jan. 1998

Jan. 2000
May 2007
Apr. 2009
Reelection
1

Motohide Nishimura(July 6, 1955)

Nov. 2010
Jan. 2012

Jan. 2013
Mar. 2015
June 2015
Jan. 2016

June 2016
May 2018
June 2018

Joined Okasan Securities Co., Ltd.
Advisor of the Company
Director, Deputy General Manager ofMarketing Div. & General Manager ofInternational Dept.
Managing Director, Deputy General Manager
of Administration Div. & General Manager of
Administration Dept.
Senior Managing Director, General Manager ofMarketing Div. & General Manager ofMarketing Administration Dept.
Representative Director, President
Representative Director, Chairman of STEC
Co., Ltd.
Representative Director, President & General
Manager of Marketing Div. of the Company
Representative Director, Chairman of Sanko
Shoji Co., Ltd.
Representative Director, President, General
Manager of Marketing Div. & General Manager
of International Div. of the Company
Representative Director, President & General
Manager of International Div.
Representative Director, Chairman of ASHI
ELECTRIC Co., Ltd.
Representative Director, Chairman of Taiyo
Tsushin Kogyo Co., Ltd.
Representative Director, Chairman &Representative Director, President of STEC
Co., Ltd.
Representative Director, President of theCompany (current position)
Representative Director of Kansai Cable
Wholesalers Association (current position)
Director (Audit and Supervisory Committee
Member) of KURABO INDUSTRIES LTD.
(current position)

Number of theCompany’s shares
owned

790,641 shares[Reasons for nomination]
Motohide Nishimura has extensive experience and a proven performance record, having been responsible for overall management of
the Company for many years as its Representative Director, President. Having judged that he can appropriately perform his role indecision making of management and supervision of business execution, the Company once again nominates him as a candidate for
Director.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1969
Nov. 2000
Jan. 2002
Jan. 2005
May 2005

Feb. 2007

Jan. 2008

Jan. 2012

Jan. 2012

Oct. 2014
Reelection
2

Jan. 2016
Takao Tahara(January 5, 1951)

June 2016

Nov. 2016
Apr. 2017

Nov. 2017

Apr. 2019

Oct. 2019

Aug. 2021

Joined the Company
General Manager of Nagoya Branch
Director & General Manager of Nagoya BranchManaging Director & General Manager ofNagoya BranchManaging Director, Deputy General Manager
of Marketing Div. & General Manager ofNagoya BranchManaging Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Nagoya Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div. &General Manager of Nagoya Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div.,
Deputy General Manager of International Div.
& General Manager of Nagoya Branch
Representative Director, Chairman of SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
(current position)
Representative Director, President of SENSHU
ELECTRIC PHILIPPINES CORPORATION
Director, Vice President, Executive Officer,
Deputy General Manager of Marketing Div.,
Deputy General Manager of International Div.
& General Manager of Nagoya Branch of theCompany
Director, Vice President, Executive Officer,
General Manager of International Div. &Deputy General Manager of Marketing Div.
Director, Vice President, Executive Officer &General Manager of International Div.
Director, Vice President, Executive Officer,
General Manager of International Div. &General Manager of International Dept.,
International Div.
Representative Director, Chairman of SENSHU
ELECTRIC PHILIPPINES CORPORATION(current position)
Director, Vice President, Executive Officer &General Manager of International Div. of theCompany (current position)
Representative Director, Chairman of SENSHU
ELECTRIC VIETNAM CO., LTD. (current
position)
Director, Chairman of SENSHU ELECTRICAMERICA, INC. (current position)

Number of theCompany’s shares
owned

15,220 shares[Reasons for nomination]
Takao Tahara has extensive experience and a proven performance record in the overall marketing division and the overall international
division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervisionof business execution, the Company once again nominates him as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1974
July 2006
Oct. 2010
Jan. 2012

Jan. 2016
Reelection
3

Atsuhiro Yoshida(September 15, 1955)

Jan. 2016
Nov. 2016

Jan. 2018

Jan. 2020

Joined the Company
General Manager of Saitama Office
General Manager of Sendai Branch
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
of Sendai BranchManaging Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Tokyo Branch
Representative Director, President of ISUZU
ELECTRIC Co., Ltd.
Managing Director, Executive Officer &General Manager of Tokyo Branch of theCompany
Managing Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Tokyo Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div. &General Manager of Tokyo Branch (current
position)

Number of theCompany’s shares
owned

7,500 shares[Reasons for nomination]
Atsuhiro Yoshida has extensive experience and a proven performance record in the marketing division of the Company. Having judgedthat he can appropriately perform his role in decision making of management and supervision of business execution, the Company
once again nominates him as a candidate for Director.
Mar. 1982
Joined the Company
Jan. 2009
General Manager of General Affairs Dept.
Jan. 2012
Executive Officer & General Manager ofGeneral Affairs Dept.
Jan. 2016
Director, Executive Officer, Deputy General
Reelection
Manager of Administration Div. & General
Manager of General Affairs Dept.
9,600 shares
4
Kazuto Narita
Jan. 2018
Managing Director, Executive Officer, Deputy(January 18, 1960)
General Manager of Administration Div. &General Manager of General Affairs Dept.
Jan. 2020
Senior Managing Director, Executive Officer,
General Manager of Administration Div. &General Manager of General Affairs Dept.
(current position)[Reasons for nomination]
Kazuto Narita has extensive experience and a proven performance record in the administration division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1988
June 2010
Jan. 2014
Jan. 2016

Reelection
5

Toyo Usho(May 1, 1969)

Nov. 2016
Jan. 2020
Nov. 2020
Jan. 2021

Joined the Company
General Manager of Sapporo Branch
Executive Officer & General Manager of
Sapporo Branch
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
of Sapporo Branch
Director, Executive Officer & General Manager
of Sapporo BranchManaging Director, Executive Officer &General Manager of Sapporo BranchManaging Director & Executive Officer
Senior Managing Director, Executive Officer &General Manager of Marketing Div. (current
position)

Number of theCompany’s shares
owned

4,300 shares[Reasons for nomination]
Toyo Usho has extensive experience and a proven performance record in the marketing division of the Company. Having judged that
he can appropriately perform his role in decision making of management and supervision of business execution, the Company once
again nominates him as a candidate for Director.
Mar. 1974
Joined the Company
Apr. 2004
President of SHANGHAI SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
Nov. 2010
General Manager of Fukuoka Branch of theCompany
Jan. 2012
Executive Officer & General Manager of
Fukuoka BranchReelection
Jan. 2016
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
10,000 shares
6
Kiyoto Fukada
of Fukuoka Branch(September 26, 1955)
Nov. 2016
Director, Executive Officer & General Manager
of Fukuoka Branch
Jan. 2020
Managing Director, Executive Officer &General Manager of Fukuoka Branch (current
position)Jan. 2020
Chairman of SHANGHAI SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
(current position)[Reasons for nomination]
Kiyoto Fukada has extensive experience and a proven performance record in the marketing division of the Company. Having judgedthat he can appropriately perform his role in decision making of management and supervision of business execution, the Company
once again nominates him as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2001
May 2006
Sept. 2009
July 20147

Reelection

Apr. 2019

Motokazu Nishimura(April 15, 1976)

Jan. 2020
Jan. 2021

Aug. 2021

Joined Hosiden Corporation
Joined Nidec Corporation
Joined the Company
Representative Director, President of SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
General Manager of International Dept.,
International Div. of the Company
Executive Officer & General Manager ofInternational Dept., International Div.
Director, Executive Officer & General Manager
of International Dept., International Div.
(current position)
Director, President of SENSHU ELECTRICAMERICA, INC. (current position)

Number of theCompany’s shares
owned

77,394 shares[Reasons for nomination]
Motokazu Nishimura has extensive experience and a proven performance record in the international division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.
Mar. 1979
Joined the Company
May 2013
General Manager of Accounting Dept.
Jan. 2016
Executive Officer & General Manager ofReelection
Accounting Dept.
87,100 sharesJan. 2020
Director, Executive Officer, Deputy General
Nobuko Shimaoka
Manager of Administration Div., General(March 30, 1957)
Manager of Accounting Dept. & General
Manager of Export Administration Office(current position)[Reasons for nomination]
Nobuko Shimaoka has extensive experience and a proven performance record in the accounting division of the Company. Having
judged that she can appropriately perform her role in decision making of management and supervision of business execution, theCompany once again nominates her as a candidate for Director.
Mar. 1975
Joined the Company
Jan. 2009
General Manager of 3rd Marketing Dept., Main
OfficeMay 2015
General Manager of Hiroshima BranchReelection
Jan. 2016
Executive Officer & General Manager ofHiroshima Branch
900 shares
9
Masanori Hanayama
Nov. 2018
Executive Officer, Deputy General Manager of(March 6, 1957)
Osaka Main Office & General Manager of 3rdMarketing Dept.
Jan. 2020
Director, Executive Officer, General Manager
of Osaka Main Office & General Manager of
3rd Marketing Dept. (current position)[Reasons for nomination]
Masanori Hanayama has extensive experience and a proven performance record in the marketing division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.

-9-Candidate
No.

10

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

New election

Feb. 1991
Oct. 2010

Isamu Fukuda(February 5, 1963)

Jan. 2016

Joined the Company
General Manager of Management Planning
OfficeExecutive Officer & General Manager ofManagement Planning Office (current position)

Number of theCompany’s shares
owned

1,400 shares[Reasons for nomination]
Isamu Fukuda has extensive experience and a proven performance record in the management planning division of the Company.
Having judged that he can appropriately perform his role in decision making of management and supervision of business execution,
the Company nominates him as a new candidate for Director.
Sept. 1984
Joined Osaka Office, Tohmatsu Awoki & Co.
(currently Deloitte Touche Tohmatsu LLC)
Feb. 1988
Registered as a certified public accountant
Sept. 1990
Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.), Deputy
Manager of Credit Department
Apr. 2003
Joined Sony Corporation, General Manager in
Charge of Pension Planning Department
Reelection
Independent outside
Apr. 2005
Research fellow of Kansai University
0 shares11
Apr. 2006
Professor of Graduate School of Kansai
Tooru Muneoka
University, School of Accountancy (current(June 27, 1957)
position)Mar. 2011
Audit & Supervisory Board Member of DDS,
Inc. (current position)
Jan. 2016
Director of the Company (current position)
Jan. 2019
Provisional Audit & Supervisory Board
Member of KYOEI STEEL LTD.
June 2019
Audit & Supervisory Board Member of KYOEISTEEL LTD. (current position)[Reasons for nomination and outline of expected roles]
Tooru Muneoka has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize
his broad knowledge as a certified public accountant and a university professor to provide guidance and advice on the execution ofduties by Directors, particularly from his perspective as an expert on finance and accounting. In addition, if his election is approved,
he will be involved in the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective
and neutral standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been
involved in the management of a company except as an outside officer. However, for the above reasons, the Company has judged that
he can appropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of theCompany will have been six years.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991

Reelection
Independent outside
12
Tsuyoshi Kondo(November 19, 1963)

Apr. 1993
Apr. 1993
Apr. 2001
Apr. 2003
Apr. 2012

June 2016

Joined the Legal Training and ResearchInstitute of the Supreme Court of Japan
Registered as an attorney at law
Joined Chiaki & Tsuyoshi Kondo Law Office
President of KONDO LAW OFFICE (current
position)
Registered as a patent attorney
Specially Appointed Professor of Graduate
School of Kansai University, School of Law(current position)
Audit & Supervisory Board Member of Nippon
Shinyaku Co., Ltd. (current position)
Director of the Company (current position)

Number of theCompany’s shares
owned

0 sharesJan. 2018[Reasons for nomination and outline of expected roles]
Tsuyoshi Kondo has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize
his broad knowledge as an attorney at law and a patent attorney to provide guidance and advice on the execution of duties by Directors,
particularly from his perspective as an expert on corporate legal affairs. In addition, if his election is approved, he will be involved in
the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective and neutral
standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been involved in
the management of a company except as an outside officer. However, for the above reasons, the Company has judged that he canappropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of the Company
will have been four years.
Notes:
1.
The Company has a trading relationship including the buying/selling of products with SENSHU ELECTRIC INTERNATIONAL
2.

CO., LTD., where Takao Tahara concurrently serves as Representative Director and Chairman.
Other than the above mentioned, there is no special interest between any of the candidates and the Company.

3.
4.

Tooru Muneoka and Tsuyoshi Kondo are candidates for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Tooru Muneoka and Tsuyoshi Kondo have been
appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company
plans for their appointments as independent officers to continue.

5.

Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with
Tooru Muneoka and Tsuyoshi Kondo to limit their liability for damages under Article 423, paragraph (1) of the Companies Act.
Under these agreements, the maximum amount of liability for damages is the amount provided for under laws and regulations. If
their reelection is approved, the Company plans to renew the aforementioned agreements with them.

6.

The Company has entered into 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 insurance policy includes the Directors of the Company as the insureds. Under
the insurance policy, the insurance company covers losses that may arise from an insured’s assumption of liability incurred in thecourse of the performance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit ofsuch liability. (However, there are coverage exclusions, such as losses arising from performance of an illegal act with fullknowledge of its illegality.) If each candidate is elected and assumes office as Director, the Company will include each of them as
an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the sameterms.

- 11 -

(Reference)

Skill matrix of Directors after the conclusion of this meeting

Name

Corporate
management

Industryknowledge

Sales/
marketingInternational
business

ESG

Compliance

Motohide Nishimura

●

●

●

●

●

●

Takao Tahara

●

●

●

●

●

Atsuhiro Yoshida

●

●

●

Kazuto Narita●

Toyo Usho●●●

Kiyoto Fukada

●

●

●

●

●

Motokazu Nishimura

●

●

●

●

●

Nobuko Shimaoka●

Masanori Hanayama●●

Isamu Fukuda

●

●

●
●

●

●
●

●

●

●
●

Tsuyoshi Kondo

●

●

●

Tooru Muneoka

Finance/accounting

●

●

●

●

●

●

●

●

Hiromichi Yamajo

●

●

●

●

Shinichi Mori

●

●

●

●

Masaki Hirata

●

●

●

●

- 12 -