This document has been translated from the original document in Japanese. In the event ofany discrepancy between this English translation and the original document in Japanese, theoriginal document in Japanese shall prevail.
Stock Code: 8150

NOTICE OF THE 73rd ORDINARY
GENERAL MEETING OF SHAREHOLDERS

Time and Date of the Meeting:
10:00 a.m. on Friday, June 21, 2024
Reception starts at 9:00 a.m.
Venue:
Conference Room on the 10th floor of the Company’s headquarters,
at 4-12, Shiba 4-chome, Minato-ku, Tokyo
Agenda:Item 1: Payment of Year-End Dividends of Surplus
Item 2: Partial Changes to the Articles of Incorporation
Item 3: Appointment of Eight (8) Directors (Except Directors Who are Audit & Supervisory Committee Members)
Item 4: Appointment of Five (5) Directors Who are Audit & Supervisory Committee Members
Item 5: Appointment of One (1) Substitute Director Who is an Audit & Supervisory Committee Member
Item 6: Determination of Amount of Remuneration, etc. for Directors (Except Directors Who are Audit & Supervisory
Committee Members)
Item 7: Determination of Amount of Remuneration, etc. for Directors Who are Audit & Supervisory Committee
Members
Item 8: Determination of Amount and Details of Performance-Share Compensation, etc. of Directors (Except
Directors Who are Audit & Supervisory Committee Members)

If You are Unable to Attend the General Meeting of Shareholders
Please exercise your voting rights on the Internet or in writing.
Deadline for exercise of voting rights:
5:10 p.m. on Thursday, June 20, 2024
No souvenirs will be distributed to attending shareholders.

Sanshin Electronics Co., Ltd.

NOTICE OF THE 73rd ORDINARY
GENERAL MEETING OF SHAREHOLDERS
Stock Code: 8150
May 31, 2024
Dear Shareholder:
The 73rd Ordinary General Meeting of Shareholders of Sanshin Electronics Co., Ltd. (the “Company”), will be held
at 10:00 a.m. (reception starts at 9:00 a.m.) on Friday, June 21, 2024, in the Conference Room on the 10th floor of
the Company’s headquarters, at 4-12, Shiba 4-chome, Minato-ku, Tokyo.
When convening the General Meeting of Shareholders, the Company uses electronic provision measures for
information that is the contents of reference materials, etc., for the General Meeting of Shareholders (matters subject
to electronic provision measures). The information is posted on the Internet on the websites listed below. Please
access either website to view the information.
Regarding this Notice, the Company will send the delivery document to all shareholders who requested delivery of
written documents based on the applicable laws and regulations, and the Articles of Incorporation.
[Company Website]
http://www.sanshin.co.jp/ir/meeting/(Please access the website listed above and refer to “Convocation Notice” under “The 73rd (FY 2023) Ordinary
General Meeting of Shareholders.”)[Websites Listing Materials for the General Meeting of Shareholders]
https://d.sokai.jp/8150/teiji/[Website Operated by the Tokyo Stock Exchange (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the Tokyo Stock Exchange website listed above. In the “Company Name/Code” enter and search for“Sanshin Electronics or the Company’s stock code “8150.” Click “Basic information” – “Documents for public
inspection/PR information,” and then view the “Notice of General Shareholders Meeting/Informational Materials for
a General Shareholders Meeting” under “Filed information available for public inspection.”
If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights via the Internet
or in writing. Please refer to the reference materials for the General Meeting of Shareholders listed later in this Notice.
Follow the instructions for “Information on How to Exercise Your Voting Rights” listed on page 2 and exercise yourvoting rights no later than 5:10 p.m. on Thursday, June 20, 2024.

Sincerely yours,
Toshiro Suzuki
Representative Director, COO
Sanshin Electronics Co., Ltd.
4-12, Shiba 4-chome, Minato-ku, Tokyo, Japan1

Meeting Details
Agenda:Items to be reported
1.

The Business Report, the Consolidated Financial Statements, and the report of the audit of theconsolidated accounts by the Accounting Auditors and Audit & Supervisory Board for the 73rd term,from April 1, 2023 to March 31, 2024, will be reported at the meeting.

2.

The Non-Consolidated Financial Statements for the 73rd term, from April 1, 2023 to March 31, 2024,
will be reported at the meeting.

Items to be resolved
Item 1:

Payment of Year-End Dividends of Surplus

Item 2:

Partial Changes to the Articles of Incorporation

Item 3:

Appointment of Eight (8) Directors (Except Directors Who are Audit & Supervisory Committee
Members)

Item 4:

Appointment of Five (5) Directors Who are Audit & Supervisory Committee Members

Item 5:

Appointment of One (1) Substitute Director Who is an Audit & Supervisory Committee Member

Item 6:

Determination of Amount of Remuneration, etc. for Directors (Except Directors Who are Audit& Supervisory Committee Members)

Item 7:

Determination of Amount of Remuneration, etc. for Directors Who are Audit & Supervisory
Committee Members

Item 8:Determination of Amount and Details of Performance-Share Compensation, etc. of Directors(Except Directors Who are Audit & Supervisory Committee Members)

Information on How to Exercise Your Voting Rights:(1) If you choose to exercise your voting rights in writing
Please exercise your voting rights by indicating your approval or disapproval on the enclosed proxy card, and returnit to us so that it arrives no later than 5:10 p.m. on Thursday, June 20, 2024.
(2) If you choose to exercise your voting rights via the Internet
If you choose to vote via the Internet, please check page 4 of the original notice in Japanese, and vote on the Internet
at the designated website no later than 5:10 p.m. on Thursday, June 20, 2024.
(3) If you exercise your voting rights both in writing and via the Internet, the electronic exercise shall be deemed asvalid. Similarly, if you exercise your voting rights multiple times via the Internet, or more than once using a PC, asmartphone and a mobile phone, the latest exercise shall be deemed as valid.
When attending the meeting in person, please present the enclosed proxy card at the reception desk.
The following items are not included in the document delivered with this Notice, because they are posted on thewebsites listed above in accordance with the applicable laws and regulations, and the provision of the Company’s
Articles of Incorporation.
Accounting Auditors and Auditors audit the documents subject to audit, including the following.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
If any amendments are made to matters subject to electronic provision measures, the items before amendments andthe items after amendments will be posted on the websites listed above.

2

Reference Materials for the General Meeting of Shareholders
Item 1: Payment of Year-End Dividends of Surplus
The Company considers profit returns to its shareholders as one of the most important management issues. The
Company’s basic policy is to determine dividends by comprehensively considering the need to maintain abalance between rewarding of shareholders, investment to gain opportunities for growth, attainment ofsufficient retained earnings to enable sustainable growth, and improvement in capital efficiency. Under thispolicy, the Company has set a target for its dividend payout ratio of around 50% on a consolidated basis. We
currently plan to pay the year-end dividends for the fiscal year under review as follows.

Type of dividends

Cash

Allocation and total of year-end dividends

We propose to pay a year-end dividend of ¥70 per share, with thetotal payment of ¥864,821,090.
(Combined with the already paid interim dividend, the annual
dividend thus becomes ¥105 per share.)Date of commencement of payment ofdividends of surplus

June 24, 2024

3

Item 2: Partial Changes to the Articles of Incorporation
1. Reason for proposal
In order to strengthen the supervisory functions of the Board of Directors, further buttress corporate governance andspeed up management decision-making, the Company wishes to transition from a company with board of company
auditors to a company with Audit & Supervisory Committee. To fulfill this aim, the Company is reorganizing
provisions as necessary and making the changes listed below:
・Establishment of new rules for Directors who are also Audit and Supervisory Committee members and for the Audit
and Supervisory Committee
・Elimination of certain rules regarding Corporate Auditors and the Board of Corporate Auditors
・Establishment of new rules to enable decisions on the execution of important duties to be delegated to Directors
・Establishment of new by-laws regarding the effective status of the eliminated rules
2. Contents of changes
The contents of the changes are as follows.
Changes to Articles of Incorporation in this agenda item come into effect as of the closing of this General Meeting of
Shareholders.
(The modifications are underlined.)
Current Articles of Incorporation
Chapter 1: General Provisions
Article 1 to 3
<Omission of text>

Proposals for changes
Chapter 1: General Provisions
Article 1 to 3
<No change>(Governing Body)
Article 4
In addition to the General Meeting of Shareholders andDirectors, the Company shall have the following bodies:
1) Board of Directors
2) Corporate Auditors
3) Board of Corporate Auditors
4) Accounting Auditors(Governing Body)
Article 4
In addition to the General Meeting of Shareholders andDirectors, the Company shall have the following
bodies:1) Board of Directors
2) Audit & Supervisory Committee< Deletion >3) Accounting Auditors

4

Current Articles of Incorporation(Method of Public Notices)
Article 5<Omission of text>

Proposals for changes(Method of Public Notices)
Article 5<No change>

Chapter 2: Company Stock
Article 6 to 10 <Omission of text>

Chapter 2: Company Stock
Article 6 to 10<No change>

Chapter 3: General Meeting of Shareholders
Article 11 to 17 <Omission of text>

Chapter 3: General Meeting of Shareholders
Article 11 to 17<No change>

Chapter 4: Directors and Board of Directors(Number of Directors)
Article 18
The number of Directors of the Company shall be no
more than fifteen (15).

Chapter 4: Directors and Board of Directors(Number of Directors)
Article 18
1. The number of Directors of the Company shall be no
more than nine (9) (not including Directors who are also
Audit and Supervisory Committee members).

<New establishment>

2. The number of Directors of the Company Who are
Audit & Supervisory Committee members shall be no
more than six (6)(Election of Directors)
Article 19<New establishment>(Election of Directors)
Article 19
1. Directors of the Company Who are Audit &Supervisory Committee members shall be distinguishedfrom Directors of the Company who are not Audit &Supervisory Committee members, and both shall be
appointed at a General Meeting of Shareholders.

The election of Directors shall be adopted at a General 2. The election of Directors shall be adopted at a General
Meeting of Shareholders where shareholders holding Meeting of Shareholders where shareholders holding oneone-third (1/3) or more of the voting rights of all third (1/3) or more of the voting rights of all shareholders
shareholders entitled to exercise voting rights are present entitled to exercise voting rights are present and by aand by a majority vote of the voting rights of the majority vote of the voting rights of the shareholders
shareholders present.
present.
2. Elections as referred to in Paragraph (1) hereof shall 3. Elections as referred to in Paragraph (1) hereof shall not
not be made by cumulative voting.
be made by cumulative voting.

5Current Articles of Incorporation(Term of Office)
Article 20
The term of office of a Director shall expire at theconclusion of the Ordinary General Meeting of
Shareholders held with respect to the last closing ofbusiness year ending within one (1) year from his/her
appointment of office.

Proposals for changes(Term of Office)
Article 20
1. The term of office of a Director (except Directors Who
are Audit & Supervisory Committee members) shall
expire at the conclusion of the Ordinary General Meetingof Shareholders held with respect to the last closing ofbusiness year ending within one (1) year from his/her
appointment of office.

<New establishment>

2. The term of office of a Director Who are Audit &Supervisory Committee members shall expire at theconclusion of the Ordinary General Meeting of
Shareholders held with respect to the last closing ofbusiness year ending within two (2) years from his/her
appointment of office.

<New establishment>

3. The term of office of Directors of the Company Who
are Audit & Supervisory Committee members and areappointed to replace former Directors of the Company
who were Audit & Supervisory Committee members
shall be the remainder of the term of office of the
Directors of the Company who were Audit &Supervisory Committee members whom they replaced.

(Representative Directors, etc.)(Representative Directors, etc.)
Article 21
Article 21
1. The Board of Directors (except Directors Who are
1. The Board of Directors shall appoint one or more Audit & Supervisory Committee members) shall appoint
Representative Directors from among the Directors.
one or more Representative Directors from among the
Directors.
<Deletion>
2. The Board of Directors may, by its resolution, appoint
one Chairman and one President, and Deputy Presidents,
Executive Vice Presidents, Senior Vice Presidents andAdvisors.

6

Current Articles of Incorporation(Convocation)
Article 22
1. Notice of convocation of a meeting of the Board of
Directors shall be sent to each Director and Corporate
Auditor three (3) days in advance the date for suchmeeting; provided, however, that such period may be
shortened in case of emergency.

Proposals for changes(Convocation)
Article 22
1. Notice of convocation of a meeting of the Board of
Directors shall be sent to each Director three (3) days inadvance the date for such meeting; provided, however,that such period may be shortened in case of emergency.

2. When a Director makes a proposal in regard to an issue
for resolution by the Board of Directors, that resolution
shall be considered to have been approved by the Boardof Directors if all Directors who may join in on the
resolution of that matter express their intent of agreementin written or electromagnetic form and the Corporate
Auditors do not voice an objection.

2. When a Director makes a proposal in regard to an issue
for resolution by the Board of Directors, that resolution
shall be considered to have been approved by the Boardof Directors if all Directors who may join in on the
resolution of that matter express their intent of agreementin written or electromagnetic form.

<New establishment>(Delegation of Decisions on Execution of ImportantDuties)
Article 23
As specified in Article 399-13, Paragraph 6 of theCompany Law, the Company may, by resolution of theBoard of Directors, delegate some or all decisions on
execution of important duties (except those listed in each
Item of Paragraph 5 of the Article) to Directors.

Article 23 to 24<Omission of text>

Article 24 to 25

7<No change>Current Articles of Incorporation
Chapter 5: Corporate Auditors and Board of Corporate
Auditors(Election of Corporate Auditors)
Article 25
The election of Corporate Auditors shall be adopted at a
General Meeting of Shareholders where shareholders
holding one-third (1/3) or more of the voting rights of allshareholders who are entitled to exercise voting rights arepresent and by a majority vote of the voting rights of theshareholders present.
(Term of Office)
Article 26
1. The term of office of a Corporate Auditor shall expire
at the conclusion of the Ordinary General Meeting of
Shareholders held with respect to the last closing ofbusiness year ending within four (4) years from his/her
appointment of office.
2. The term of office of any Corporate Auditor who is
elected to fill a vacancy shall expire at the time of
expiration of the term of office of the retired Corporate
Auditor.
(Standing Corporate Auditors)
Article 27
The Board of Corporate Auditors shall appoint Standing
Corporate Auditors from among the Corporate Auditors.
(Convocation)
Article 28
Notice of convocation of a meeting of the Board of
Corporate Auditors shall be sent to each Corporate
Auditor three (3) days in advance to the date for suchmeeting; provided, however, that such period may be
shortened in case of emergency.
(Regulations of Board of Corporate Auditors)
Article 29
Unless otherwise provided for by laws or ordinances orthese Articles of Incorporation, the Board of Corporate
Auditors shall be governed by the Regulations of theBoard of Corporate Auditors established by the Board of
Corporate Auditors.

8

Proposals for changes<Deletion><Deletion><Deletion><Deletion><Deletion><Deletion><Deletion>

Current Articles of Incorporation(Release of Liability of Corporate Auditor)
Article 30
1. Pursuant to the provisions of Article 426, Paragraph 1of the Company Law, the Company may release liability
for damage in the event that the Corporate Auditor(including those who previously held these positions)fails to perform his/her duties, through a resolution of theBoard of Directors.
2. The Company may enter into a contract for limitationof liability with a Corporate Auditor ,pursuant to the provisions of Article 427,Paragraph 1 of
the Companies Act , to limit liability for damage in theevent that he/she fails to perform his/her duties. However,
the amount of their liability under these agreements islimited by laws and regulations.

Proposals for changes<New establishment>

Chapter 5: Audit & Supervisory Committee<Deletion><Deletion>(Full-time Audit & Supervisory Committee members)
Article 26
The Audit & Supervisory Committee may, by its
resolutions, select full-time Audit & Supervisory
Committee members.

<New establishment>(Notices of Convocation of the Audit and Supervisory
Committee)
Article 27
Notices of convocation of the Audit & Supervisory
Committee are in principle issued to the Audit &Supervisory Committee members no later than three (3)days before the date of the meeting. However, in urgent
cases this notice period may be shortened.

<New establishment>(Regulations of the Audit & Supervisory Committee)
Article 28
Items related to the Audit & Supervisory Committee aredetermined by law, in these Articles of Incorporation andin the Regulations of the Audit & Supervisory
Committee as determined by the Audit & Supervisory
Committee.

<New establishment>

9Current Articles of Incorporation

Proposals for changes
Chapter 6: Accounting
Article 29 to 32<No change>

Chapter 6: Accounting
Article 31 to 34<Omission of text><New establishment>

Supplementary Provisions(Transitional Measures on Exemption from Liability of
Auditors)
Article 1
As specified in Article 426, Paragraph 1 of theCompanies Act, the Company may, by resolution of theBoard of Directors, exempt Auditors (including former
Auditors) as identified in Article 423, Paragraph 1 of theCompanies Act from liability for damages regarding
actions taken before the closing of the 73rd Ordinary
General Meeting of Shareholders, to the extent permitted
by law.

<New establishment>

10

Item 3: Appointment of Eight (8) Directors (Except Directors who are Audit & Supervisory Committee
Members)
If agenda item No. 2, “Partial Changes to the Articles of Incorporation,” is approved as written, the Company
will become a company with Audit & Supervisory Committee. As such, when the changes to the Articles ofIncorporation come into force, the terms of office of all members of the Board of Directors (12 persons) will
expire and said Board members will retire. In their place, the shareholders will be asked to appoint eight
Directors (here and hereinafter, except Directors Who are Audit & Supervisory Committee members) to serve
after the transition to a company with Audit & Supervisory Committee.
This agenda item only comes into force on the condition that the changes to the Articles of Incorporation in
agenda item No. 2, “Partial Changes to the Articles of Incorporation,” come into force.
The candidates for the position of Director are as follows:
Candidate
No.

Name

Gender1

Mitsumasa Matsunaga

Male

Representative Director, CEO

Reappointment

2

Toshiro Suzuki

Male

Representative Director, COO

Reappointment

3

Koji Sakamoto

Male

Director, Senior Operating Officer

Reappointment

4

Hiroshi Harada

Male

Director, Operating Officer

Reappointment5

Jun-ichi Murakami

Male

Director, Operating Officer

Reappointment

6

Hitoshi Iwakami

Male

Director, Operating Officer

Reappointment

7

Minoru Nishino

Male

Director

8

Akihiro Fujioka

MaleDirector

Reappointment
Candidate for reappointment
as Director

Current title, etc.

External
Candidate for
Director (External)

11

Attribute

Reappointment External
Independent
Reappointment External
Independent
Independent
Independent Director/Auditor
stipulated by the Tokyo Stock
ExchangeCandidate No. 1

Reappointment

Mitsumasa Matsunaga

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born February 7, 1948)[Brief personal history, and title and role in the Company]
Jan. 1980:
Joined Sanshin Electronics Co., Ltd.
Oct. 1980:
Director
Nov. 1983:
Director, Senior Vice President
Apr. 1993:
Director, Executive Vice President
Jun. 1995:
Representative Director, Senior Executive Director
Jun. 1996:
Representative Director, President
Jun. 2014:
Representative Director, Chairman
Aug. 2014:
Representative Director, Chairman/CEO
Jun. 2016:
Representative Director, CEO (current)
Reason for nomination as a Director candidate:
Mitsumasa Matsunaga has been involved in the management of Sanshin Electronics since 1980,
when he was appointed as the Director. Mr. Matsunaga, who has deep knowledge of corporate
management as well as strong leadership, can be expected to strengthen both the decision-making
and supervisory functions of the Board of Directors. Therefore, he is judged as an appropriate
candidate to serve as Director of the Company and is being asked to continue to serve in thatcapacity.

Candidate No. 2

Reappointment

Shares owned: 148,645 shares

Toshiro Suzuki

Shares owned: 3,282 shares(born December 6, 1957)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)[Brief personal history, and title and role in the Company]
Mar. 1982:
Apr. 2003:
Jun. 2005:
Jun. 2008:
Jun. 2014:
Aug. 2014:
Jun. 2016:

Joined Sanshin Electronics Co., Ltd.
General Manager of General Affairs Department
General Manager of Corporate Strategy Department
Director
Representative Director, President
Representative Director, President/COO
Representative Director, COO (current)[Duty]In charge of Auditing Office
Reason for nomination as a Director candidate:
Backed by an enormous reserve of knowledge regarding corporate management and management
strategy, Toshiro Suzuki has led the Group as President since 2014. Drawing on this wealth ofexperience, Mr. Suzuki can be expected to take a leading role in implementing the policies tostrengthen business capability of the Group. Furthermore, he can be expected to strengthen both
the decision-making and supervisory functions of the Board of Directors. Therefore, he is judged
as an appropriate candidate to serve as Director of the Company and is being asked to continue toserve in that capacity.

12

Candidate No. 3

Reappointment

Koji Sakamoto

Shares owned: 2,418 shares(born February 3, 1960)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)[Brief personal history, and title and role in the Company]
Mar. 1984:
Apr. 2003:

Joined Sanshin Electronics Co., Ltd.
General Manager of Personnel Department

Oct. 2013:
Jun. 2014:
Jun. 2015:
Jun. 2016:
Jun. 2021:

Deputy Senior General Manager of Administration Division
Operating Officer, Senior General Manager of Administration Division
Director
Director, Operating Officer
Director, Senior Operating Officer (current)[Duty]
Senior General Manager of Administration Division
Reason for nomination as a Director candidate:
Koji Sakamoto holds knowledge and experience in personnel strategy, corporate governance andinternal controls. Drawing on this wealth of experience, Mr. Sakamoto can be expected to take aleading role in construction of a flexible organizational structure and strengthening of Company’s
human resources. Furthermore, he can be expected to strengthen both the decision-making andsupervisory functions of the Board of Directors. Therefore, he is judged as an appropriate candidate
to serve as Director of the Company and is being asked to continue to serve in that capacity.

Candidate No. 4

Reappointment

Hiroshi Harada

Shares owned: 1,156 shares(born December 25, 1962)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)[Brief personal history, and title and role in the Company]
Apr. 1985:
Joined NEC Corporation
Jul. 2006:
Manager of Manufacturing 3rd Sales Department in Kansai Manufacturing andProcessing Industries Sales Division at Kansai Branch
Apr. 2014:
Manager of Industries 2nd Sales Department at Chugoku Branch
Apr. 2016:
Seconded to the Company, Manager of Osaka Branch in Solution Marketing &Sales Division
Apr. 2017:
Apr. 2019:

Joined Sanshin Electronics Co., Ltd., Manager of Osaka Branch in Solution
Marketing & Sales Division
Operating Officer, Deputy Senior General Manager/Manager of Osaka Branch in
Solution Marketing & Sales Division
Director, Operating Officer (current)

Jun. 2019:[Duty]
Deputy Senior General Manager of Solution Marketing & Sales Division
Reason for nomination as a Director candidate:
Hiroshi Harada has a great deal of experience in the application business, which is a pillar of theGroup’s solution business, and has led the entire solution business as Senior General Manager since2019. This includes experience at his previous employer NEC Corporation. Drawing on this wealthof experience, Mr. Harada can be expected to take a leading role in expanding business for theoverall application business of the Group. Furthermore, he can be expected to strengthen both thedecision-making and supervisory functions of the Board of Directors. Therefore, he is judged as an
appropriate candidate to serve as Director of the Company and is being asked to continue to servein that capacity.

13

Candidate No. 5

Reappointment

Jun-ichi Murakami

Shares owned: 0 shares
Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born August 3, 1965)[Brief personal history, and title and role in the Company]
Apr. 1989:
Joined Sumitomo Bank (currently Sumitomo Mitsui Banking Corporation)
Apr. 2014:
General Manager of Machida Corporate Business Office
Apr. 2016:
General Manager of Kobe Corporate Business Office-1
Oct. 2018:
General Manager of Tokyo Corporate Banking Dept. 12
May 2021:
Seconded to the Company, Deputy Senior General Manager of Finance &Accounting DivisionJun. 2022:
Director, Operating Officer (current)[Duty]
Senior General Manager of Finance & Accounting Division
Reason for nomination as a Director candidate:
In addition to experience obtained during his previous position at Sumitomo Mitsui Banking
Corporation, Jun-ichi Murakami has been deeply involved in finance; for example, he held theposition of Deputy Senior General Manager of the Finance & Accounting Division while seconded
to the Company, and the position of Senior General Manager of the Finance & Accounting Division
after being appointed as a Director at the Company. Mr. Murakami can be expected to fulfill acentral role in enhancing financial strategy and IR activities, and to strengthen the decision-making
and supervisory functions of the Board of Directors. Therefore, he is judged as an appropriate
candidate to serve as a Director of the Company and is being asked to continue to serve in thatcapacity.

Candidate No. 6

Reappointment

Hitoshi Iwakami

Shares owned: 155 shares(born February 17, 1963)

Rate of attendance at the Board of Directors meetings
during the current term: 10 times / 10 meetings (100%)[Brief personal history, and title and role in the Company]
Feb. 1988:
Joined Sanshin Electronics Co., Ltd.
Oct. 2010:
Senior Manager (seconded) of SANSHIN ELECTRONICS (HONG KONG) CO.,LTD.
Oct. 2013:
President (seconded) of SANSHIN ELECTRONICS (SHANGHAI) CO., LTD.
Oct. 2020
Operating Officer, Director of Overseas Sales Unit
Jun. 2022:
Operating Officer, Director of Electronic Components Sales Promotion Unit,
Director of Overseas Sales Unit (current)
Jun. 2023:
Director, Operating Officer (current)[Duty]
Director of Electronic Components Sales Promotion Unit and Director of Overseas Sales Unit
Reason for nomination as a Director candidate:Hitoshi Iwakami has worked in the electronics components business for many years and has
extensive experience working at overseas subsidiaries. He possesses experience in supervising theoverseas business and electronic components business. Drawing on this wealth of experience, Mr.
Iwakami can be expected to take a leading role in strengthening the overseas business and theelectronic components business, which account for a large proportion of the device business.
Furthermore, he can be expected to strengthen both the decision-making and supervisory functionsof the Board of Directors. Therefore, he is judged as an appropriate candidate to serve as Directorof the Company and is being asked to serve in that capacity.

14

Candidate No. 7

Reappointment

Minoru Nishino

Shares owned: 0 shares(born August 16, 1950)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)[Brief personal history, and title and role in the Company]

External

Apr. 1974:

Joined The Daiwa Bank, Limited. (currently Resona Bank, Limited)

Independent

Jun. 2003:

Executive Officer of Resona Holdings, Inc

Jun. 2004:

Director of Haseko Corporation

Apr. 2005:

Director, Senior Operating Officer

Jun. 2007:

Representative Director, Senior Operating Officer

Apr. 2010:
Representative Director & Executive Operating Officer
Jun. 2016:
Director (External) of the Company (current)
Reason for nomination as a Director (External) candidate and expected role:
Minoru Nishino can be expected to provide extensive suggestions concerning all aspects of theCompany’s corporate management, based on his abounding experience in corporate management
as a director for listed companies. Furthermore, Mr. Nishino can be expected to provide effective
suggestions, mainly in finance, such as effective fund operation reflecting the Company's
management strategy, based on his abounding work experience in a bank, in addition to his central
role in the corporate planning of a construction company. Therefore, Mr. Nishino is judged as an
appropriate candidate to serve as a Director (External) of the Company and is being asked tocontinue to serve in that capacity.

Candidate No. 8

Reappointment
External
Independent

Akihiro Fujioka

Shares owned: 0 shares(born January 20, 1957)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)[Brief personal history, and title and role in the Company]
Apr. 1979:
Joined Mitsui Mutual Life Insurance Company (currently Taiju Life
Insurance Company Limited)
Apr. 2003:
President of Sansei Capital Investment Co., Ltd.
Apr. 2008:
Operating Officer of Mitsui Life Insurance Company Limited (currently
Taiju Life Insurance Company Limited)
Jun. 2013:
Director, Senior Operating Officer
Jun. 2014:
Director & Vice President of Sumitomo Mitsui Asset Management
Company, Limited (currently Sumitomo Mitsui DS Asset Management
Company, Limited)
Jun. 2020:
Director (External) of the Company (current)
Reason for nomination as a Director (External) candidate and expected role:
Akihiro Fujioka has abundant experience participating as a director in the management of amember company of a major financial group. Accordingly, he can be expected to provide valuableadvice to the Company on a wide variety of management topics. Moreover, he brings to the tablea wealth of experience in the financial field, and can particularly be expected to advise theCompany on investment risk management. Therefore, Mr. Fujioka is judged as an appropriate
candidate to serve as a Director (External) of the Company and is being asked to continue to servein that capacity.

15Notes: 1. The candidates are decided by the Board of Directors based on reports received from the Nomination &Remuneration Committee. Key members of this Committee are Independent Directors/Auditors reported by theCompany to the Tokyo Stock Exchange.
2. None of the above candidates have special vested interests with the Company.
3. Minoru Nishino and Akihiro Fujioka are candidates for Director (External).
4. Minoru Nishino and Akihiro Fujioka are currently Directors(External) of the Company. The term of office for
Minoru Nishino shall be eight (8) years at the closing of this General Meeting of Shareholders. The term of officefor Akihiro Fujioka shall be four (4) years at the closing of this General Meeting of Shareholders.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company entered into an agreement with Minoru
Nishino and Akihiro Fujioka that limits their liability for damages prescribed in Article 423, Paragraph 1 of thesame Act. In each case the limit on their liability for damages under the agreement coincides with the legally
stipulated amounts. If the reappointment of them is approved as proposed at this General Meeting of
Shareholders, the Company will continue the said agreement with them.
6. The Company designated Minoru Nishino and Akihiro Fujioka as Independent Directors as per the provisions of
the Tokyo Stock Exchange, and gave notice to this effect to the Tokyo Stock Exchange. If the reappointment ofthem is approved as proposed at this General Meeting of Shareholders, the Company will designate them as
Independent Directors again, and will give notice to this effect to the Tokyo Stock Exchange.
7. Pursuant to Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has entered into a liability
insurance contract for officers, etc., with insurance companies. An overview of the insurance contract is listed on
the Business Report on the 73rd Term delivered with this Notice, “IV. Directors and Audit & Supervisory Board
Members (3) Overview of Liability Insurance Contract for Officers, etc.” Each candidate will become insured
under the insurance contract upon being nominated and appointed as a Director. Furthermore, we plan to renew
the insurance contract with the same contents at the next renewal period.

16

Item 4: Appointment of Five (5) Directors Who are Audit & Supervisory Committee Members
If agenda item No. 2, “Partial Changes to the Articles of Incorporation,” is approved as written, the Company
will become a company with Audit & Supervisory Committee. As such, the shareholders will be asked to appoint
five Directors who are Audit & Supervisory Committee members.
This agenda item only comes into force on the condition that the changes to the Articles of Incorporation in
agenda item No. 2, “Partial Changes to the Articles of Incorporation,” come into force. The candidates for
Director who are Audit & Supervisory Committee members are as follows:
Candidate
No.

Name

GenderCurrent title, etc.

1

Akio Misono

Male

Audit & Supervisory Board member (full-time)

New Appointment

2

Shinichi
Miura

Male

Audit & Supervisory Board member (full-time)

New Appointment

3

Shohei
Yamamoto

Male

Audit & Supervisory Board member

New Appointment
External Independent

4

Kuniharu
KezukaMale

Audit & Supervisory Board member

New Appointment
External Independent

5

MinakoAdachi

FemaleDirector

New Appointment
External Independent

New Appointment
Candidate for new
appointment as Director

External
Candidate for
Director (External)

Independent
Independent
Director/Auditor stipulatedby the Tokyo Stock
Exchange

17

AttributeShares owned: 13,076 shares
Candidate No. 1

New
appointment

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)Rate of attendance at the Audit & Supervisory Board
meetings during the current term: 16 times / 16
meetings (100%)

Akio Misono(born June 24, 1959)[Brief personal history and title in the Company]
Mar. 1982:

Joined Sanshin Electronics Co., Ltd.

Apr. 2003:

General Manager of Accounting Department

Oct. 2008:
General manager of Planning Department
Oct. 2012:
General Manager of Finance Department
Oct. 2013:
Deputy Senior General Manager of Finance & Accounting DivisionJun. 2014:
Director
Jun. 2016:
Director, Operating Officer
Jun. 2019:
Director, Senior Operating Officer
Jun. 2022:
Audit & Supervisory Board member (full-time) ,(current)
Reason for nomination as a Director who is an Audit & Supervisory Committee member
candidate:
Akio Misono has not only engaged in the fields of management planning, accounting, financeand IR activities as a Director, but also handling management supervision, including risk
management and internal controls as an Audit & Supervisory Board member(full-time).
Drawing on this wealth of experience, the Company expects he would strengthen the
Company’s supervisory functions with respect to execution of duties. Therefore, Mr. Misono
is judged as an appropriate candidate to serve as a Director who is an Audit & Supervisory
Committee member of the Company and is being asked to serve in that capacity.
Shares owned: 21,163 shares
Candidate No. 2

New
appointment

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)Rate of attendance at the Audit & Supervisory Board
meetings during the current term: 16 times / 16
meetings (100%)

Shinichi Miura(born July 21, 1956)[Brief personal history and title in the Company]
Mar. 1980:

Joined Sanshin Electronics Co., Ltd.

Oct. 1994:

General Manager of Sanshin Electronics (Hong Kong) Co., Ltd. (secondment)

Aug. 2003: General manager of Logistics Center
Jun. 2012:
Audit & Supervisory Board member (full-time) ,(current)
Reason for nomination as a Director who is an Audit & Supervisory Committee member
candidate:
Shinichi Miura possesses wide-ranging knowledge of and experience in corporate
management and thoroughly understands the importance of internal controls. The Company
expects he would supervise management from an objective standpoint and to provide accurate
advice and recommendations both within and outside Board meetings. Therefore, Mr. Miurais judged as an appropriate candidate to serve as a Director who is an Audit & Supervisory
Committee member of the Company and is being asked to serve in that capacity.

18

Shohei Yamamoto

Candidate No. 3

New
appointment
External
Independent(born December 31, 1962)[Brief personal history and title in the Company]
Registered as an attorney-at-law with the Tokyo Bar Association.
Joined Yanase Law Office (currently Marunouchi-Chuo Law Office)Apr. 2015:
Partner of Marunouchi-Chuo Law Office (current)
Jun. 2015:
External Audit & Supervisory Board Member of the Company (current)[Important concurrent role]
Lawyer of Marunouchi-Chuo Law OfficeDirector (External) of Narasaki Sangyo Co., Ltd.
Audit & Supervisory Board member of MegaHouse Corporation
External Audit & Supervisory Board member of BANDAI Co., Ltd.
External Audit & Supervisory Board member of TOIN CORPORATION
Overview of reasons for nomination as a candidate for Director (External) who is an Audit &Supervisory Committee member and of expected roles:
In addition to high-level specialized expertise and extensive knowledge/experience as a lawyer,
he has the knowledge and experience that has been accumulated through his duties as the
Director (External) and Audit & Supervisory Board member (External) at a publicly listedcompany The Company expects he would strengthen the Company’s supervisory functions withrespect to execution of duties. Therefore, Mr. Yamamoto is judged as an appropriate candidate
to serve as a Director who is an Audit & Supervisory Committee member of the Company
and is being asked to serve in that capacity.
Apr. 1998:

External
Independent

Shares owned: 0 shares
Rate of attendance at the Board of Directors
meetings during the current term: 13 times / 13
meetings (100%)Rate of attendance at the Audit & Supervisory
Board meetings during the current term: 16
times / 16 meetings (100%)

Kuniharu Kezuka

Candidate No.
4New
appointment

Shares owned: 0 shares
Rate of attendance at the Board of Directors
meetings during the current term: 13 times / 13
meetings (100%)Rate of attendance at the Audit & Supervisory
Board meetings during the current term: 16
times / 16 meetings (100%)(born June 30, 1967)[Brief personal history and title in the Company]
Joined Chuo Shinko Audit Corporation (changed the name to MISUZU
Audit Corporation)
Apr. 1996:
Registered as a certified public accountant
Nov. 1999:
Seconded to Price Waterhouse Coopers Dusseldorf (PwC Düsseldorf)
May 2006:
Established Kezuka Accounting Office
Registered as a tax accountant
Apr. 2007:
External Audit & Supervisory Board member (full-time) at Levi Strauss
Feb. 2015:
Japan K.K.
Director (External) (full-time Audit & Supervisory Committee member) at
Feb. 2016:
Levi Strauss Japan K.K.
Jun. 2018:
External Audit & Supervisory Board member of the Company (current)[Important concurrent role]
Certified public accountant and tax accountant at Kezuka Accounting Office
Overview of reasons for nomination as a candidate for Director (External) who is an Audit& Supervisory Committee member and of expected roles:
Kuniharu Kezuka has a high level of expertise and extensive experience as a certified public
accountant and tax accountant. He has the knowledge and experience that has been
accumulated through his duties as the Director (External) and Audit & Supervisory Board
member (External) for Auditing at a publicly listed company and that will contribute to theCompany’s effort to strengthen its auditing system. The Company expects that Mr. Kezuka
would monitor the management of the Company and provide expert advice andrecommendations from the objective viewpoint as an expert of corporate accounting.
Therefore, Mr. Kezuka is judged as an appropriate candidate to serve as a Director who is
an Audit & Supervisory Committee member of the Company and is being asked to serve inthat capacity.
Oct. 1992:

19

Minako Adachi

Candidate No. 5

NewAppointment
External
Independent

Shares owned: 0 shares
Rate of attendance at the Board of Directors meetings
during the current term: 9 times / 10 meetings (90%)
Rate of attendance at the Audit & Supervisory Board
meetings during the current term: - times / - meetings(-%)(born October 1, 1956)[Brief personal history, and title and role in the Company]
Apr. 1979:
Jun. 2006:
Apr. 2009:

Joined Hochiki Corporation
President of Hochiki Europe (U.K.) Limited
Executive Officer of Hochiki Corporation
Director of Hochiki Corporation and Chairperson of Hochiki Fire
Jun. 2010:
Prevention Technology Corporation
Oct. 2012:
President and Director of Hochiki Australia Pty Ltd.
Jun. 2015:
Representative Director of Hochiki Shoji Corporation
Jun. 2023:
Director (External) of the Company (current)[Important concurrent role]
Audit and Supervisory Board Member of Hochiki Corporation
Director (External) of Sinko Industries Ltd.
Overview of reasons for nomination as a candidate for Director (External) who is an Audit& Supervisory Committee member and of expected roles:
Minako Adachi can be expected to provide extensive suggestions concerning all aspects of
the Company’s corporate management, based on her abounding experience in corporate
management as a director for listed companies. Ms. Adachi can also be expected to provide
suggestions based on her knowledge in advancing the role of women. Furthermore, she
worked at a manufacturer of disaster-prevention facilities in overseas sales in regions such as
Europe and Asia, and served as president of a local subsidiary, so she can particularly be
expected to provide suggestions on growth strategy for the overseas business of the Group.
Therefore, Ms. Adachi is judged as an appropriate candidate to serve as a Director who is
an Audit & Supervisory Committee member (External) of the Company and is being asked toserve in that capacity.

Notes:
1. The candidates are decided by the Board of Directors based on reports received from the Nomination &Remuneration Committee.
2. The above candidates have no special vested interests with the Company.
3. Shohei Yamamoto, Kuniharu Kezuka, and Minako Adachi are candidates for Directors Who are Audit &Supervisory Committee members (External).
4. Shohei Yamamoto and Kuniharu Kezuka are currently External Audit & Supervisory Board members of theCompany, and Minako Adachi is Director (External). The term of office for Shohei Yamamoto shall be nine (9) years
at the closing of this General Meeting of Shareholders. The term of office for Kuniharu Kezuka shall be six (6) years
at the closing of this General Meeting of Shareholders. The term of office for Minako Adachi shall be one (1) year at
the closing of this General Meeting of Shareholders.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company entered into an agreement with candidates
that limits their liability for damages prescribed in Article 423, Paragraph 1 of the same Act. If their reappointment
is approved as proposed at this General Meeting of Shareholders, the Company will continue the said agreement withhim. The limit on their liability for damages under the agreement coincides with the legally stipulated amounts.
6. The Company designated Shohei Yamamoto, Kuniharu Kezuka, and Minako Adachi as Independent
Directors/Auditors as per the provisions of the Tokyo Stock Exchange, and gave notice to this effect to the Tokyo
Stock Exchange. If the reappointment of them is approved as proposed at this General Meeting of Shareholders, theCompany will designate them as Independent Directors/Auditors members again, and will give notice to this effectto the Tokyo Stock Exchange.
7. Pursuant to Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has entered into a liability
insurance contract for officers, etc., with insurance companies. An overview of the insurance contract is listed on theBusiness Report on the 73rd Term delivered with this Notice, “IV. Directors and Audit & Supervisory Board Members(3) Overview of Liability Insurance Contract for Officers, etc.” The candidates will become insured under the
insurance contract upon being nominated and appointed as Directors who are also Audit & Supervisory Committee
members. Furthermore, we plan to renew the insurance contract with the same contents at the next renewal period.
20

Item 5: Appointment of One (1) Substitute Director Who is an Audit & Supervisory Committee
MemberIf agenda item No. 2, “Partial Changes to the Articles of Incorporation,” is approved as written, the Company
will become a company with Audit & Supervisory Committee. As such, to prepare for a contingency inwhich the Company does not have the number of Director who are Audit & Supervisory Committee
members required by laws and regulations, the Company hereby proposes the election of one (1) substitute
Audit & Supervisory Committee member.
This agenda item only comes into force on the condition that the changes to the Articles of Incorporation in
agenda item No. 2, “Partial Changes to the Articles of Incorporation,” come into force. The candidate for
Director who is also a Substitute Audit & Supervisory Committee Member is as follows:
Name
Hidekazu Kayawari

GenderCurrent title, etc.

Male

―

New Appointment
Candidate for new
appointment as Substitute Director

External
Candidate for Substitute
Director (External)

21

Attribute
New Appointment
External Independent
Independent
Independent Director/Auditor
stipulated by the Tokyo Stock
ExchangeHidekazu Kayawari (born December 3,
1969)

New
appointment
External
Independent

Shares owned: 0 shares[Brief personal history and title]
Apr. 2000:

Registered as an attorney-at-law with the Tokyo Bar Association.

Apr. 2000:
Joined SAH & Co.
Aug. 2011:
Established Hidekazu General Law Office.
June 2019:
Director (External) of NFK Holdings Co., Ltd.
[Important concurrent role]
Lawyer of Shuwa General Law Office
Reason for nomination as a Substitute Director (External) Who is an Audit & Supervisory
Committee member candidate:
In addition to high-level specialized expertise and extensive knowledge/experience as a lawyer,
Hidekazu Kayawari has the knowledge and experience that has been accumulated through his
duties as the Director (External) at a publicly listed company The Company expects he would
strengthen the Company’s supervisory functions with respect to execution of duties. Therefore,
Mr. Kayawari is judged as an appropriate candidate to serve as a Substitute Director Who is an
Audit & Supervisory Committee member of the Company and is being asked to serve in thatcapacity.

Notes: 1. The above candidate has no special vested interests with the Company.
2. The candidate is a candidate for the Director (External) who is a substitute External Audit & Supervisory Committee
member. If the candidate assumes the office of the Director (External) who is a substitute Audit & Supervisory
Committee member, the Company will designate the candidate as an Independent Director/Audit as per theprovisions of the Tokyo Stock Exchange, and will give notice to this effect to the Tokyo Stock Exchange.
3. If the candidate assumes the office of the Director (External) who is also a substitute External Audit & Supervisory
Committee member, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company will enter into anagreement with the candidate that limits his liability for damages prescribed in Article 423, Paragraph 1 of the same
Act as the legally stipulated amount of limited liability.
4. Pursuant to Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has entered into a liability
insurance contract for officers, etc., with insurance companies. An overview of the insurance contract is listed on
the Business Report on the 73rd Term delivered with this Notice, “IV. Directors and Audit & Supervisory Board
Members (3) Overview of Liability Insurance Contract for Officers, etc.” The candidate will become insured under
the insurance contract upon being appointed as a Director (External) who is Audit & Supervisory Committee
member. Furthermore, we plan to renew the insurance contract with the same contents at the next renewal period.

22

Item 6: Determination of Amount of Remuneration, etc. for Directors (Except Directors Who are Audit &Supervisory Committee Members)
At the Company’s 56th Ordinary General Meeting of Shareholders held on June 22, 2007, shareholders approved
annual remuneration for Directors of ¥420 million (not including employee salaries of Directors who wereconcurrently employees). In view of the Company’s transition to a company with Audit & Supervisory Committee if
agenda item No. 2, “Partial Changes of the Articles of Incorporation,” is approved as drafted, and in view of therecent economic situation, and various other circumstances, the Company asks shareholders to approve annual
remuneration for Directors (here and throughout for this agenda item, not including Directors who are Audit &Supervisory Committee members) of no more than ¥300 million (including annual remuneration for Directors(External) of no more than ¥30 million) after the Company transitions to a company with Audit & Supervisory
Committee. The Company further requests that shareholders approve placing specific amounts, timing of payment
and so on for individual Directors at the discretion of resolutions of the Board.
An overview of the Company’s policy on determining the details of remuneration, etc. for individual Directors islisted in “IV. Directors and Audit & Supervisory Board Members (5) Policies, etc., Related to the Determination ofContents for Compensation, etc., of Officers” of the Business Report. At the meeting of the Board of Directors
following closing of the Ordinary General Meeting of Shareholders, the Board intends to change the scope of thispolicy from “Directors” to “Directors (except Directors who are Audit & Supervisory Committee members)”;otherwise no real changes are intended. Based on the policy after this change, the amount of remuneration, etc. in thisagenda item calls for payment of both basic remuneration and results-linked remuneration to Directors (except
Directors who are Audit & Supervisory Committee members). The Company believes this change is appropriate inview of the responsibilities of the Directors, the number of Directors, and recent economic and other conditions. This
remuneration, etc. does not include employee salaries of Directors who are concurrently employees.
The current number of Directors is 12; if Agenda item No. 2, “Partial Changes of the Articles of Incorporation,” andAgenda item No. 3, “Appointment of Eight (8) Directors (Except Directors Who are Audit & Supervisory Committee
Members)” are approved as drafted, the number of Directors (except Directors who are Audit & Supervisory
Committee members) will be eight (including two Directors (External)).
This agenda item only comes into force on the condition that the changes to the Articles of Incorporation in agenda
item No. 2, “Partial Changes to the Articles of Incorporation,” come into force.

23

Item 7: Determination of Amount of Remuneration, etc. for Directors Who are Audit &Supervisory Committee Members
In view of the Company’s transition to a company with Audit & Supervisory Committee if agenda item No. 2, “Partial
Changes of the Articles of Incorporation,” is approved as drafted, the Company asks shareholders to approve annual
remuneration for Directors who are Audit & Supervisory Committee members of no more than ¥70 million after theCompany transitions to a company with Audit & Supervisory Committee. The Company further requests thatshareholders approve placing specific amounts, timing of payment and so on for individual Directors who are Audit& Supervisory Committee members at the discussions of Audit & Supervisory Committee. The Company believes
the amount of remuneration, etc. in this agenda item is appropriate in view of the responsibilities of the Directors
who are also Audit and Supervisory Committee members, the number of such Directors, and recent economic andother conditions.
If Agenda item No. 2, “Partial Changes of the Articles of Incorporation,” and Agenda item No. 4, “Appointment ofFive (5) Directors Who are Audit & Supervisory Committee Members” are approved as drafted, the number of
Directors who are Audit & Supervisory Committee members) will be five.
This agenda item only comes into force on the condition that the changes to the Articles of Incorporation in agenda
item No. 2, “Partial Changes to the Articles of Incorporation,” come into force.

24

Item 8: Determination of Amount and Details of Performance-Share Compensation, etc. of
Directors (Except Directors Who are Audit & Supervisory Committee Members)
1) Reasons for the Proposal and Why the Remuneration, etc. is Reasonable
At the 66th Ordinary General Meeting of Shareholders, held on June 23, 2017, the Company passed a resolution(hereinafter “the Previous Resolution”) to introduce a program of results-based, stock-linked remuneration program(hereinafter “the Program”). The Program remains in operation to this day. However, if shareholders approve agenda
item No. 2, “Partial Changes of the Articles of Incorporation,” as drafted, the transition to a company with Audit &Supervisory Committee will mean that the current remuneration brackets for Directors (except Directors (External))
under the Program will be eliminated. After the transition to a company with Audit & Supervisory Committee, theBoard wishes to establish new remuneration brackets for Directors (except Directors who are Audit & Supervisory
Committee members, External Directors).
As with the remuneration brackets in the Program as currently framed, these remuneration brackets are separate fromthe remuneration brackets for which the Company requests approval in agenda item No. 6, “Determination of Amountsof Remuneration, etc. for Directors (except Directors who are Audit & Supervisory Committee members).” The
Company further requests that the details be left to the Board’s discretion, within the scope described below. In setting
policy for determining the details of remuneration, etc. for individual Directors, the Company intends to make thechanges necessary for the transition to a company with Audit & Supervisory Committee, subject to shareholders’approval of agenda item No. 2, “Partial Changes of the Articles of Incorporation,” and agenda item No. 6,“Determination of Amounts of Remuneration, etc. for Directors (except Directors who are Audit & Supervisory
Committee members).”
This agenda item concerns procedural matters regarding the transition to a company with Audit & Supervisory
Committee. Actual details of remuneration are the same as those approved in the Previous Resolution. The Company
believes that the details of this agenda item are necessary and reasonable for payment of remuneration in accordancewith the proposed changes to policy on determining the details of remuneration, etc. to individual Directors as
described above.
If Agenda item No. 2, “Partial Changes of the Articles of Incorporation,” and Agenda item No. 3, “Appointment ofEight (8) Directors (Except Directors Who are Also Directors who are Audit & Supervisory Committee Members)”
are approved as drafted, the number of Directors who are eligible for the Program (except Directors (External) who
are Audit & Supervisory Committee members and External Directors; hereinafter “the Directors) will be six.
This agenda item only comes into force on the condition that the changes to the Articles of Incorporation in agenda
item No. 2, “Partial Changes to the Articles of Incorporation,” come into force.

252) Amounts and Details of Remuneration, etc. in the Program
Overview of the Program
In the Program, a trust fund that is established with funding disbursed from the Company (hereinafter “the TrustFund”) acquires common shares in the Company (hereinafter “the Company Shares”). Through the Trust Fund, theCompany transfers shares to each Director in an amount proportional to the number of points awarded to each
Director.
In principle, the shares are transferred to Directors upon their retirement.
Details of the Program(1)

Target of the Program*

Directors of the Company(except Directors (External)
and Directors who are Audit &Supervisory Committee
members)(2)

Upper limit of funds disbursed by the Company toacquire the Company Shares as necessary to transfer tothe people subject to (1) during the extended trust period(the five-year period from September 2022 to August2027)*¥200 million in total(3)

Method of acquisition of the Company Shares

Disposal of treasury shares or
acquisition from the stock
exchange (including in afterhours trading)(4)

Upper limit on points awarded to people subject to (1)50,000 points per year

(5)

Criteria for award of points

Points are awarded according
to each Director’s position,
degree of achievement oftarget business results, etc.

(6)Timing of transfer of the Company Shares to people
subject to (1)In principle, the Company
Shares are awarded uponretirement.

Notes: 1. During the period until the transition to a company with Audit & Supervisory Committee, the target of theProgram is the Directors (except Directors (External)), as provided in the Previous Resolution.
2. The Trust Fund has already been established, as it will be continued from the Program before the transition to acompany with Audit & Supervisory Committee.

26

Upper Limit on Funds Disbursed by the Company
Based on the Previous Resolution, the Company is extending the trust period of the Trust Fund by five years anddisbursing additional funds to the Trust Fund to acquire the necessary shares to transfer to Directors in accordancewith the Program. Later, the Trust Fund will draw on its funds to acquire additional shares in the Company. If the Funddoes not possess sufficient Company shares to transfer to Directors the number of Company shares expected to berequired based on the Program, and does not possess sufficient funds necessary to acquire t sufficient Company sharesto make up the shortfall., the Company may disburse additional funds to the Trust Fund to acquire sufficient Company
shares to make up the shortfall. In this case, the Fund will acquire the Company shares by distribution of the Company’streasury shares or by acquiring them from the stock exchange (including in after-hours trading). However, total funds
entrusted to the Trust Fund by the Company for the acquisition of Company shares during the extended trust period
described above (from September 2022 to August 2027) may not exceed ¥200 million.
Note: Funds additionally entrusted to the Trust Fund by the Company as described above includes not only funds foracquisition of Company shares but also funds for the expected amounts of trust fees, remuneration of trust custodiansand other necessary expenses of the Trust Fund.
Each time the trust period expires, by resolution of the Board of Directors, the trust period can be extended (including
effective extension of the trust period by transfer of the trust assets of the Trust Fund to another trust fund establishedby the Company with the same purpose as the Trust Fund) and the Program can thereby be extended for a further
period of not more than five years. In such cases, the Company will, within the extended trust period, entrust additional
funds to the Funds as necessary for additional acquisition of Company shares necessary for transfer to Directors under
the Program, to a maximum of ¥40 million per year of the extended trust period. In this way the awarding of points as
described in (3) and the transfer of Company shares will continue.
Even if the Program is not continued and the trust period has expired, if some Directors to whom points have been
awarded have not yet retired remain, the trust period of the Trust Fund may be extended until said Directors haveretired and the due Company shares have been transferred to said Directors.
Method of Calculation of Company Shares Transferred to Directors and Maximum Number of Shares
Transferable
1) Method of awarding points to Directors, etc.
Based on the Share Transfer Regulations determined by the Board of Directors, the Company awards points to
Directors according to each Director’s position, degree of achievement of target business results, etc. on the date forawarding of points that is specified in the Share Transfer Regulations. From the closing of the current Ordinary
General Meeting of Shareholders, the points awarded for execution of duties up to the closing of the current Ordinary
General Meeting of Shareholders may be awarded within the scope of the Previous Resolution.
However, the total number of points awarded to Directors shall not exceed 50,000 points per year.
2) Transfer of Company shares based on number of points awarded
The Company uses the procedure described in 3 below and transfers Company shares to Directors based on thenumber of points awarded by using the procedure described in 1 above. However, in cases such as when a Director
retires for the Director’s own reasons, all or some of the points accumulated by the Director can be invalidated byresolution of the Board of Directors. In this case the Director loses the right to receive the shares corresponding to
the invalidated points.
One point currently equals one Company share. However, in cases where it is judged appropriate to adjust the numberof Company shares to be transferred, such as share split or share merger, the number of shares transferable per point27

awarded shall be adjusted according to the ratio of the share split, share merger, etc.
3) Transfer of Company shares to Directors
In principle each Director acquires beneficiary rights from the Trust Fund at the time of retirement, by the specified
procedure, receiving transfer of the Company shares described in 2 above from the Trust Fund as a beneficiary of theTrust Fund.
However, a certain proportion of the Company shares may be sold by the Fund to convert them to cash, to be withheld
as assets for payment of taxes such as withholding tax. In certain cases, such as when Company shares held by theTrust Fund are converted to settle tender offers for Company shares held by the Trust Fund, cash may be transferredin lieu of Company shares.
Exercise of Voting Rights
Based on the instructions of the trust manager, who is independent from the Company and its Directors, none of thevoting rights pertaining to Company shares held by the Trust Fund may be exercised. By this, the Company iscommitted to maintaining the neutrality of its management with respect to the exercise of voting rights pertaining toCompany shares held by the Trust Fund.
Handling of Dividends
Dividends pertaining to Company shares held by the Trust Fund are received by the Trust Fund and used for
applications such as the acquisition of Company shares and remuneration of trust custodians.

28

[Reference Material]
Concept Regarding the Skills of Directors[Basic concept]
Management at the Company is responsible for building and operating a highly transparent and effective corporate
governance system in order to achieve sustainable growth of the Sanshin Electronics Group, and to demonstrate andincrease corporate value over the medium to long term for all stakeholders. In order for the Board of Directors andto properly fulfill this responsibility, they must have the ability to make accurate decisions on important mattersrelated to business execution and to supervise business execution; that is, they must possess the latest knowledge on
the business content and business environment of the Group. In addition, they must possess a variety of specialized
knowledge that serves as the basis of logical decision-making. In this regard, we will select the skills necessary to
fully perform the functions of the Board of Directors, and will appoint Directors (including Directors who are Audit& Supervisory Committee members) in a manner which ensures the skill balance of the entire management team.
[Required skills for overall Board of Directors]
In order to make decision on important matters related to business execution and to supervise the performance of
duties by Directors, the Board of Directors must possess fundamental skills in corporate management andmanagement strategy, governance and internal controls, legal affairs and risk management, finance and accounting,and organizational and human resources management. Additionally, there is also the need for individual skills suchas knowledge regarding industry trends and strategic business domains including fields such as electronics,
computers, and information and communication, which are the main business domains of the Group, and actualglobal experience in areas such as regional risk and cultural aspects including business practices. Furthermore, inorder to ensure sustainable business growth (sustainability), there is a need for knowledge regarding society and theenvironment; for example, establishing systems for ensuring diversity and addressing climate change issues.
Accordingly, the Company lists such knowledge as a required skill.
Also, particularly with respect to Directors who are also Audit and Supervisory Committee members, governanceand internal controls, legal affairs and risk management, and finance and accounting are positioned as importantskills.

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Skill fields possessed by Directors and Audit & Supervisory Committee members of the Company, andespecially expected by the Company
Corporate
management
andmanagement
strategy

Governanceand internal
controls

Legal affairs
and riskmanagement

Financeandaccounting

Society andenvironment

Knowledge ofindustry trends
and strategic
businessdomains✓✓✓✓

Organizationaland human
resources
management

Globalexperience[Directors (Except Directors who are Audit & Supervisory Committee members)]
Mitsumasa Matsunaga✓✓

Toshiro Suzuki

✓

✓

✓

✓

✓

Koji Sakamoto

✓

✓

✓

✓

✓

Hiroshi Harada

✓

✓

✓

Junichi Murakami✓

Hitoshi Iwakami
Minoru Nishino

✓

✓

✓

Akihito Fujioka

✓

✓

✓

✓

✓
✓

✓

✓

✓

✓

✓

✓

[Directors who are Audit & Supervisory Committee members]
Akio Misono✓✓

Shin-ichi Miura✓✓

Shohei Yamamoto✓✓

Kuniharu Kezuka✓✓

Minako Adachi

✓

✓

✓

✓

✓

✓
✓

✓

✓

The above table is a list of Directors and Audit & Supervisory Committee members (planned) and their skills after theclosing of this Ordinary General Meeting of Shareholders. Overall, we believe that the listed members possess thenecessary skills.

30[Reference Material]
Independence Standards Required by the Company for the Positions of Directors (External)
The Company judges that the positions of Directors (External) shall have independence, in order to guarantee theobjectivity and transparency necessary for proper governance. If the requirements below are not met, the Directors(External) shall not be appointed.
1. Officers*1 or employees of the Company and its subsidiaries (hereinafter referred to as “The Group”) shall not
be appointed. The same applies after retirement.
2. Individuals to which one of the following a) to g) apply in the last five years shall not be appointed.
a) Executives*2 working for companies, etc., which are or will be major clients*3 of the Groupb) Executives working for the principal lenders*4 of the Groupc) Individuals who are the major shareholders*5 of the Company (in the event of corporations or organizations
such as unions, their members)d) Executives working for companies, etc., which are the Group’s major shareholders*5e) Specialists such as Consultants, Public Accountants, Tax Accountants, Lawyers, Judicial Scriveners, Patent
Attorneys, who acquired large amounts*6 of money and other assets from the Group (in the event ofcorporations or organizations such as unions, their members)f) Individuals benefiting from donations in the form of large amounts*6 of money and other assets from theGroup (in the event of corporations or organizations such as unions, their members)g) Officers and employees of companies, etc., which have a relationship of mutual assumption of office withindividuals such as officers of the Group
3. The aforementioned items 1 and 2 shall not apply to the spouse and near relatives within the second degree ofkinship of the individuals concerned (other than persons of low importance).
4. The individuals shall not be recognized as having special motivations to lead to a conflict of interests with theGroup.
*1: “Officer” refers to directors, executive officers, Audit & Supervisory Board member, and other corporate directors (excluding
External Officers).
*2: “Executives” refers to any person who falls under Article 2, Paragraph 3, Item 6 of the Enforcement of the Companies Act.
*3: “Major clients” refers to companies, etc., which paid or received an amount of money in any fiscal year of the last five years, asa compensation for business and trade with the Group, this amount being more than 2% of the consolidated net sales of the clientor more than 2% of the consolidated net sales of the Group.
*4: “Principal lenders” refers to financial institutions which lent money to the Group, for which outstanding borrowings of the end of
the fiscal year of any of the last five years exceeded 2% of the consolidated total assets of the Group at the end of such fiscal year.
*5: “Major shareholders” refers to stockholders who own directly or indirectly more than 10% of the total votes.
*6: “Large amounts” refers to amounts exceeding ¥10 million or 2% of the higher amount between net sales or the total income ofthis person, except executive compensation, in the event of a payment such as a remuneration for professional services, or acompensation for business and trade, in any fiscal year of the last five years. In the event of a donation, it refers to an amountexceeding ¥10 million or 2% of the higher amount between net sales or the total income of this person.

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