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 71st ORDINARY
GENERAL MEETING OF SHAREHOLDERS

Time and Date of the Meeting:
10:00 a.m. on Tuesday, June 28, 2022
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 Amendment to the Articles of Incorporation
Item 3: Election of Twelve (12) Directors
Item 4: Election of Two (2) Audit & Supervisory Board Members
Item 5: Election of One (1) Substitute Audit & Supervisory Board Member
From the perspective of halting the spread of the COVID-19 pandemic, shareholders are asked to consider exercising
their voting rights in advance of the meeting, rather than attend the meeting in person.
Deadline for advance exercise of voting rights:
5:10 p.m. on Monday, June 27, 2022
The Company Asks for Your Understanding and Cooperation Regarding Measures Against the COVID-19
Pandemic· Please take appropriate precautions against infection, such as wearing a mask, while you are at the venue.
· If you are feeling unwell, please refrain from entering the venue. Please understand also that persons who appear
unwell when they arrive at the venue may be refused entry in order to prevent infection.
· Depending on the degree of crowding at the venue, you may be escorted to a separate venue or be refused entry.
· Depending on the state of the pandemic up to and including the day of the meeting, the details of the Company’s
response may be updated. Please check the Company website at appropriate intervals for the latest information.
(http://www.sanshin.co.jp/ir/meeting/)
Thank you for your understanding and cooperation.
No souvenirs will be distributed to attending shareholders. Furthermore, the presentation of a management briefing
after the General Meeting of Shareholders has been cancelled for this year’s event as well.

Sanshin Electronics Co., Ltd.

NOTICE OF THE 71st ORDINARY
GENERAL MEETING OF SHAREHOLDERS
Stock Code: 8150
June 7, 2022
Dear Shareholder:
The 71st 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 Tuesday, June 28, 2022, in the Conference Room on the 10th floor of
the Company’s headquarters, at 4-12, Shiba 4-chome, Minato-ku, Tokyo.
From the perspective of halting the spread of the COVID-19 pandemic, shareholders are asked to consider exercising
their voting rights in advance of the meeting, rather than attend the meeting in person. Shareholders who attend themeeting are asked to make a careful decision considering their personal health and the spread of the COVID-19
pandemic. Advance exercise of voting rights can be conducted in writing or via the Internet. To do so, please review
the attached reference materials and send us your vote no later than 5:10 p.m. on Monday, June 27, 2022, using oneof the methods outlined below.

Sincerely yours,
Mitsumasa Matsunaga
Representative Director, CEO

Sanshin Electronics Co., Ltd.
4-12, Shiba 4-chome, Minato-ku, Tokyo, Japan

How to Exercise Your Voting Rights
If you attend the meeting in person:

If you attend the meeting in person, please present the enclosed proxycard at the reception desk on the day of the meeting.
Note: Please consider exercising your voting rights in advance of themeeting, rather than attending in person.

If you choose to exercise your voting rights
in writing:

Please exercise your voting rights by indicating your approval ordisapproval on the enclosed proxy card, and return it to us so that it
arrives no later than 5:10 p.m. on Monday, June 27, 2022.

If you choose to exercise your voting rights
via the Internet:

If you choose to exercise your voting rights via the Internet, please voteon the Internet at the designated website no later than 5:10 p.m. on
Monday, June 27, 2022.

1

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 71st term,from April 1, 2021 to March 31, 2022, will be reported at the meeting.

2.

The Non-Consolidated Financial Statements for the 71st term, from April 1, 2021 to March 31, 2022,
will be reported at the meeting.

Items to be resolved
Item 1:

Payment of Year-End Dividends of Surplus

Item 2:

Partial Amendment to the Articles of Incorporation

Item 3:

Election of Twelve (12) Directors

Item 4:

Election of Tow (2) Audit & Supervisory Board Members

Item 5:

Election of One (1) Substitute Audit & Supervisory Board Member

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 Monday, June 27, 2022.
(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 Monday, June 27, 2022.
(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 Attachment of this Notice, because they are posted on the Company
website at http://www.sanshin.co.jp/ir/meeting/ in accordance with the applicable laws and regulations, and theprovision of Article 15 of the Company’s Articles of Incorporation.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Please take note that the consolidated and non-consolidated financial statements included in the Attachment of thisNotice are part of the consolidated and non-consolidated financial statements audited by the Accounting Auditors andAudit & Supervisory Board for preparation of the Report of the Audit of the Consolidated Accounts and the Auditor’sReport.
If any amendments are made to reference materials for the General Meeting of Shareholders, the business report, andconsolidated and non-consolidated financial statements, they will be posted on the Company website at
http://www.sanshin.co.jp/ir/meeting/.

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 ¥862,146,880.
(Combined with the already paid interim dividend (including thecommemorative dividend), the annual dividend thus becomes ¥100
per share.)Date of commencement of payment ofdividends of surplus

June 29, 2022

3

Item 2: Partial Amendment to the Articles of Incorporation
1. Reason for proposal(1) Addition of business purpose
In preparation for future business expansion, we will add a business purpose to Article 2 (Purpose) of thecurrent Articles of Incorporation and make necessary changes.
(2) Changes regarding the introduction of a system for digital provision of materials for the General Meetingsof Shareholders
The revised provisions stipulated in the Proviso of Article 1 of the Supplementary Provisions to the “ActPartially Amending the Companies Act” (Act No. 70, 2019) will put into effect on September 1, 2022, and asystem for digital provision of materials for the General Meetings of Shareholders will be established. In
conjunction, the Articles of Incorporation will be changed as follows.
1) Paragraph 1 of Article 15 (Digital Provision Measures, etc.) states that digital provision measures will
be introduced for the information contained in the reference materials for the General Meetings ofShareholders.
2) Paragraph 2 of Article 15 (Digital Provision Measures, etc.) states that, from among the matters forwhich electronic provision measures are introduced for the information contained in the referencematerials for the General Meetings of Shareholders, the scope of matters described in written form
and issued to shareholders who request issuance in written form can be limited to the scope definedin the Ordinance of the Ministry of Justice.
3) The introduction of the system for digital provision of materials for the General Meetings ofShareholders will eliminate the need for the provisions stated in Article 15 (Internet Disclosure ofReference Materials, etc.) of the current Articles of Incorporation. Therefore, Article 15 will bedeleted.
4) Supplementary provisions will be established regarding the efficacy of provisions to be newly
established or deleted as described above.
2. Contents of changes
The contents of the changes are as follows.

4

(Parts to be changed are underlined in the following table.)
Current Articles of Incorporation
Proposed Change(Purpose)(Purpose)
Article 2 The purpose of the Company is to operate
Article 2 The purpose of the Company is to operate
the following businesses.
the following businesses.
(1) Development, production, sales, and trade of(1) Development, production, sales, trade, and leasing
semiconductors, electronic components,of semiconductors, electronic components,
communication devices, and electronic devices
communication devices, and electronic devices< New addition >(2) Development, production, sales, trade, and leasingof pharmaceuticals, quasi-pharmaceuticals, andmedical devices< New addition >(3) Provision, operation, and maintenance of
information and communications services< New addition >(4) Development, production, sales, and trade of solar
panels and related materials< New addition >(5) Development, production, sales, and trade ofstorage batteries and battery materials< New addition >(6) Processing, production, sales, and trade ofpackaging materials< New addition >(7) Processing, production, sales, and trade of plastic
products(2) Development, production, and sales of equipment(8) Development, production, sales, trade, and leasing
and usage technology related to the aboveof equipment and usage technology related to thepreceding items(3) Design, installation, and maintenance related to the(9) Design, installation, and maintenance related to thepreceding items
preceding items< New addition >(10) Design and contracting of installation< New addition >(11) Warehouse operations, freight transport
operations, and shipping agent operations< New addition >(12) Purchasing and sales of second-hand products< New addition >(13) Money lending, guaranteeing and underwriting ofdebt, purchasing and sales of various receivables,
and other financial businesses(4) Dispatching of business staff related to the(14) Dispatching of business staff related to thepreceding items
preceding items(5) All business associated with the preceding items(15) All business associated with the preceding items

5

Current Articles of Incorporation(Internet Disclosure of Reference Materials, etc.)
Article 15 The Company may disclose information onmatters to be stated or displayed in reference materials
for the General Meetings of Shareholders, nonconsolidated financial statements, consolidated financial
statements, and business reports on the internet as
defined in the Ordinance of the Ministry of Justice.

Proposed Change< New addition >(Digital Provision Measures, etc.)
Article 15 When convening the General Meetings ofShareholders, the Company will take digital provision
measures regarding the information contained in thereference materials for the General Meetings ofShareholders.
2) From among the matters for which digital provision
matters will be introduced, the Company may notdescribe all or a portion of the matters as defined in the
Ordinance of the Ministry of Justice in the written
documents which will be issued to shareholders who
had requested issuance of written documents by therecord date for voting rights.

< New addition >(Supplementary Provisions)1) The deletion of Article 15 of the Articles ofIncorporation (Internet Disclosure of Reference
Materials, etc.) and the establishment of the new Article
15 of the Articles of Incorporation (Digital Provision
Measures, etc.) will take effect from September 1, 2022.
2) Notwithstanding the provisions of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure of Reference Materials, etc.) willremain in effect for the General Meetings ofShareholders held on a day within 6 months of
September 1, 2022.
(3) These Supplementary Provisions will be deleted on
the day which is 6 months after September 1, 2022 or
the day which is 3 months after the date of the General
Meeting of Shareholders set forth in the preceding
paragraph, whichever is later.

< Deletion >6

Item 3: Appointment of Twelve ( 12 ) Directors
All 12 Directors’ terms of office will expire at the closing of this General Meeting of Shareholders. Therefore,
the Company hereby proposes the election of twelve (12) Directors.
The candidates for the position of Director are as follows:
Candidate No.

Name

Current title, etc.

Attribute1

Mitsumasa Matsunaga

Representative Director, CEO

Reappointment

2

Toshiro Suzuki

Representative Director, COO

Reappointment

3

Fumihide Kitamura

Director, Senior Operating Officer

Reappointment

4

Yuji Mori

Director, Senior Operating Officer

Reappointment

5

Koji Sakamoto

Director, Senior Operating Officer

Reappointment

6

Mitsuhiro Ogawa

Director, Senior Operating Officer

Reappointment

7

Hiroshi Harada

Director, Operating Officer

Reappointment8

Jun-ichi Murakami

Deputy Senior General Manager ofFinance & Accounting Division

New Appointment

9

Takeshi Uchimura

Director

10

Minoru Nishino

Director

11

Tatsuo Takeuchi

Director

12

Akihiro Fujioka

Director

Reappointment
Candidate forreappointment as Director

New Appointment
Candidate for new
appointment as Director

External
Candidate forExternal Director

7

Reappointment External
Independent
Reappointment External
Independent
Reappointment External
Independent
Reappointment External
Independent
Independent
Independent Director stipulatedby the Tokyo Stock ExchangeMitsumasa Matsunaga
Candidate No. 1

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born February 7, 1948)

Reappointment

Shares owned: 148,641 shares[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.

Toshiro Suzuki

Shares owned: 3,131 shares(born December 6, 1957)

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

Candidate No. 2

Reappointment[Brief personal history, and title and role in the Company]
Mar. 1982:

Joined Sanshin Electronics Co., Ltd.

Apr. 2003:

General Manager of General Affairs Department

Jun. 2005:

General Manager of Corporate Strategy Department

Jun. 2008:

Director

Jun. 2014:

Representative Director, President

Aug. 2014:

Representative Director, President/COO

Jun. 2016:

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.

8Fumihide Kitamura

Shares owned: 3,257 shares

Candidate No. 3

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born September 15, 1957)

Reappointment[Brief personal history, and title and role in the Company]
Jan. 1985:

Joined Sanshin Electronics Co., Ltd.

Oct. 1995:

President (seconded) of SANSHIN ELECTRONICS (HONG KONG) CO., LTD.

Oct. 2007:

General Manager of Business Development Department, International Operations
Division

Oct. 2008:

Deputy Senior General Manager of International Operations Division

Apr. 2011:

Operating Officer, Deputy Senior General Manager of International Operations
Division

Jun. 2014:
Director
Jun. 2016:
Director, Senior Operating Officer (current)[Duty]
Supervisor of Device Business Group
Reason for nomination as a Director candidate:Fumihide Kitamura has served Sanshin Electronics for many years as a manager of overseas
subsidiaries. He was a driving force in the Sanshin Electronics Group’s overseas expansion.
Drawing on this wealth of experience, Mr. Kitamura can be expected to take a leading role instrengthening overseas business and new business, which have become increasingly important in
the device business. 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.

Yuji Mori

Shares owned: 1,438 shares(born May 2, 1957)

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

Candidate No. 4

Reappointment[Brief personal history, and title and role in the Company]
Mar. 1982:
Oct. 2002:
Oct. 2014:
Oct. 2015:

Joined Sanshin Electronics Co., Ltd.
General Manager of Video System Sales Department
Deputy Senior General Manager of Solution Marketing & Sales Division
Operating Officer, Deputy Senior General Manager of Solution Marketing &Sales Division
Director, Operating Officer
Director, Senior Operating Officer (current)

Jun. 2016:
Oct. 2019:[Duty]
Senior General Manager of Solution Marketing & Sales Division

Reason for nomination as a Director candidate:
Yuji Mori has extensive experience in imaging operations which are a pillar of the Company’ssolution business. He also has experience in leading the entire solution business since becoming
Deputy Senior General Manager in 2014. Drawing on this wealth of experience, Mr. Mori can be
expected to take a leading role in the development and execution of solution business strategies.
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 continue to serve in that capacity.

9Koji Sakamoto

Shares owned: 1,967 shares(born February 3, 1960)

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

Candidate No. 5

Reappointment[Brief personal history, and title and role in the Company]
Mar. 1984:

Joined Sanshin Electronics Co., Ltd.

Apr. 2003:

General Manager of Personnel Department

Oct. 2013:

Deputy Senior General Manager of Administration DivisionJun. 2014:

Operating Officer, Senior General Manager of Administration DivisionJun. 2015:

Director

Jun. 2016:

Director, Operating Officer

Jun. 2021:

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 thatcapacity.

Mitsuhiro Ogawa

Shares owned: 386 shares

Candidate No. 6

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born October 26, 1958)

Reappointment[Brief personal history, and title and role in the Company]
Apr. 1981:
Joined NEC Corporation
Apr. 2000:

Manager of Marketing Group at NEC Semiconductors (Malaysia) Sdn. Bhd.

Apr. 2004:

Manager of 1st Sales Business Department at NEC Electronics Corporation(currently Renesas Electronics Corporation)
Joined Sanshin Electronics Co., Ltd., Deputy Senior General Manager ofEastern Japan Marketing & Sales Division

Oct. 2014:
Jun. 2016:

Operating Officer, Director of 3rd Sales Unit in Device Business Group

Apr. 2017:

Operating Officer, Director of CE Unit in Device Business Group

Jun. 2017:

Director, Operating Officer

Jun. 2021:

Director, Senior Operating Officer (current)[Duty]
Deputy Supervisor of Device Business Group
Reason for nomination as a Director candidate:
In addition to a proven track record at the former position in Renesas Electronics Corporation,
Mitsuhiro Ogawa has engaged in the device business over many years and has extensive working
experience in the vehicle-mounted system field where the Group aims to expand its business.
Drawing on this wealth of experience, Mr. Ogawa can be expected to take a leading role instrengthening Company’s sales activities in the vehicle-mounted system market where growth isprojected. 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 to serve in that capacity.
10Hiroshi Harada

Shares owned: 642 shares(born December 25, 1962)

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

Candidate No. 7

Reappointment[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 Branchin 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. This includes experience at his previous employer NEC Corporation.
Drawing on this wealth of experience, Mr. Harada can be expected to take a leading role inexpanding business for the overall application business 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 to serve in that capacity.

Jun-ichi Murakami

Shares owned: 0 shares

Candidate No. 8

Rate of attendance at the Board of Directors meetings
during the current term: ― times / ― meetings (―%)

(born August 3, 1965)

New
appointment[Brief personal history, and title and role in the Company]
Apr. 1989:
Apr. 2014:
Apr. 2016:
Oct. 2018:
May 2021:

Joined Sumitomo Bank (currently Sumitomo Mitsui Banking Corporation)
General Manager of Machida Corporate Business Office
General Manager of Kobe Corporate Business Office-1
General Manager of Tokyo Corporate Banking Dept. 12
Seconded to the Company, Deputy Senior General Manager of Finance &Accounting Division[Duty]
Deputy 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. Mr. Murakami can be expected to fulfill a central role in enhancing financial
strategy and IR activities, and to strengthen the decision-making and supervisory functions of theBoard of Directors. Therefore, he is judged as an appropriate candidate to serve as a Director of
the Company and is being asked to serve in that capacity.

11

Takeshi Uchimura

Shares owned: 0 shares

Candidate No. 9

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born August 16, 1949)

Reappointment[Brief personal history, and title and role in the Company]

External

Apr. 1972:

Joined Sumitomo Bakelite Co., Ltd.

Independent

Jun. 2000:

Director

Aug. 2003:

Manager of subsidiaries in Belgium, Spain and the Netherlands

Jun. 2006:

Director & Managing Executive Officer

Jun. 2009:

Director & Executive Operating Officer

Jun. 2010:
Audit & Supervisory Board member (full-time)Jun. 2016:
External Director of the Company (current)
Reason for nomination as an External Director candidate and expected role:Takeshi Uchimura meets the Independence Standards required by the Company for the positionof External Director, and can be expected to provide extensive suggestions concerning all aspectsof the Company’s corporate management, based on his abounding experience in corporate
management as a director for listed companies. Furthermore, Mr. Uchimura can be expected toprovide extensive suggestions mainly regarding growth strategies for business overseas and thedevelopment of a corporate governance system, based on his experience as an Audit &Supervisory Board member, and his expertise in M&A, subsidiary restructuring, and in IR for
foreign institutional investors, as he was in charge of overseas subsidiaries. Therefore, Mr.
Uchimura is judged as an appropriate candidate to serve as an External Director of the Company
and is being asked to continue to serve in that capacity. Furthermore, as a member of theNomination and Remuneration Advisory Committee, by engaging in reports to the Board of
Directors regarding the nomination of candidates for Directors and Audit & Supervisory Board
members and reports regarding decisions related to Director compensation, Mr. Uchimura is
expected to strengthen the independence, objectivity, and accountability of functions of the Boardof Directors.

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%)

Candidate No. 10

Reappointment
External
Independent[Brief personal history, and title and role in the Company]
Apr. 1974:
Joined The Daiwa Bank, Limited. (currently Resona Bank, Limited)
Jun. 2003:
Executive Officer of Resona Holdings, Inc.
Jun. 2004:

Director of Haseko Corporation

Apr. 2005:

Director & Managing Executive Officer

Jun. 2007:

Representative Director & Managing Executive Officer

Apr. 2010:

Representative Director & Executive Operating Officer

Jun. 2016:

External Director of the Company (current)[Important concurrent role]
External Director of Mori-Gumi Co., Ltd.
Reason for nomination as an External Director candidate and expected role:
Minoru Nishino meets the Independence Standards required by the Company for the position ofExternal Director, and can be expected to provide extensive suggestions concerning all aspects of
the Company’s corporate management, based on his abounding experience in corporate
management as a director for listed companies. Furthermore, Mr. Nishino can be expected toprovide effective suggestions, mainly in finance, such as effective fund operation reflecting theCompany'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 an External Director of the Company and is being
asked to continue to serve in that capacity. Furthermore, as a member of the Nomination andRemuneration Advisory Committee, by engaging in reports to the Board of Directors regarding thenomination of candidates for Directors and Audit & Supervisory Board members and reports
regarding decisions related to Director compensation, Mr. Nishino is expected to strengthen the
independence, objectivity, and accountability of functions of the Board of Directors.
12

Tatsuo Takeuchi

Shares owned: 0 shares(born October 23, 1950)

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

Candidate No. 11

Reappointment
External
Independent[Brief personal history, and title and role in the Company]
Apr. 1974:
Apr. 1998:
Dec. 2004:
Jun. 2006:

Joined Pioneer Corporation
President of Pioneer High Fidelity Taiwan Co., Ltd.
President of Pioneer Electronics Asiacentre Pte. Ltd.
Executive Officer of Pioneer Corporation

Oct. 2008:

Managing Executive Officer

Jun. 2009:

Director, Senior Vice President

Jun. 2012:

Senior Managing Executive Officer

Jun. 2016:
External Director of the Company (current)
Reason for nomination as an External Director candidate and expected role:
Tatsuo Takeuchi meets the Independence Standards required by the Company for the position ofExternal Director, and can be expected to provide extensive suggestions concerning all aspects of
the Company’s corporate management, based on his abounding experience in corporate
management as a director for listed companies. Furthermore, Mr. Takeuchi can be expected toprovide suggestions mainly regarding growth strategies for the Group’s business overseas, basedon his experience as the president of a local subsidiary and his engagement for an electronics
manufacturer in sales overseas, such as in Europe, the United States or Asia. Therefore, Mr.
Takeuchi is judged as an appropriate candidate to serve as an External Director of the Company
and is being asked to continue to serve in that capacity. Furthermore, as a member of theNomination and Remuneration Advisory Committee, by engaging in reports to the Board of
Directors regarding the nomination of candidates for Directors and Audit & Supervisory Board
members and reports regarding decisions related to Director compensation, Mr. Takeuchi is
expected to strengthen the independence, objectivity, and accountability of functions of the Boardof Directors.

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%)

Candidate No. 12

Reappointment[Brief personal history, and title and role in the Company]

External

Apr. 1979:

Independent

Apr. 2003:
Apr. 2008:
Jun. 2013:

Joined Mitsui Mutual Life Insurance Company (currently Taiju Life
Insurance Company Limited)
President of Sansei Capital Investment Co., Ltd.
Operating Officer of Mitsui Life Insurance Company Limited (currently Taiju
Life Insurance Company Limited)
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:
External Director of the Company (current)
Reason for nomination as an External Director candidate and expected role:
In addition to satisfying the Independence Standards required by the Company for the position ofExternal Director, Akihiro Fujioka has abundant experience participating as a director in the
management of a member company of a major financial group. Accordingly, he can be expected
to provide valuable advice to the Company on a wide variety of management topics. Moreover,he brings to the table a wealth of experience in the financial field, and can particularly be
expected to advise the Company on investment risk management. Therefore, Mr. Fujioka is
judged as an appropriate candidate to serve as an External Director of the Company and is being
asked to serve in that capacity. Furthermore, as a member of the Nomination and Remuneration
Advisory Committee, by engaging in reports to the Board of Directors regarding the nominationof candidates for Directors and Audit & Supervisory Board members and reports regarding
decisions related to Director compensation, Mr. Fujioka is expected to strengthen the
independence, objectivity, and accountability of functions of the Board of Directors.
13

Notes: 1. The candidates are decided by the Board of Directors based on reports received from the Nomination andRemuneration Advisory Committee. Key members of this Committee are Independent Directors and Audit &Supervisory Board members reported by the Company to the Tokyo Stock Exchange.
2. None of the above candidates have special vested interests with the Company.
3. Takeshi Uchimura, Minoru Nishino, Tatsuo Takeuchi and Akihiro Fujioka are candidates for External Director.
4. Takeshi Uchimura, Minoru Nishino, Tatsuo Takeuchi, and Akihiro Fujioka are currently External Directors of theCompany. The term of office for Takeshi Uchimura, Minoru Nishino, and Tatsuo Takeuchi shall be six (6) years
at the closing of this General Meeting of Shareholders. The term of office for Akihiro Fujioka shall be two (2)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 respectively
with Takeshi Uchimura, Minoru Nishino, Tatsuo Takeuchi, and Akihiro Fujioka that limits their liability fordamages prescribed in Article 423, Paragraph 1 of the same Act. If the reappointment of them is approved as
proposed at this General Meeting of Shareholders, the Company will continue the said agreement with them. In
each case the limit on their liability for damages under the agreement coincides with the legally stipulated
amounts.
6. The Company designated Takeshi Uchimura, Minoru Nishino, Tatsuo Takeuchi, and Akihiro Fujioka as
Independent Directors as per the provisions of the Tokyo Stock Exchange, and gave notice to this effect to theTokyo Stock Exchange. If the reappointment of them is approved as proposed at this General Meeting of
Shareholders, the Company will designate them as Independent Directors as per the provisions of the Tokyo
Stock Exchange again, and will give notice to this effect to the Tokyo Stock Exchange. The Company has engaged
in sales transactions with Pioneer Corporation, the former place of employment for Tatsuo Takeuchi. However,
the transaction amount was an insignificant amount that was less than 1% of the Group’s consolidated net sales.
Therefore, we have judged that independence from management of the Company has been secured.
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
page 15 of the Business Report on the 71st Term, “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.

14

Item 4: Appointment of Two ( 2 ) Audit & Supervisory Board Members
The terms of office for Keiji Nishio (Audit & Supervisory Board member) and Kuniharu Kezuka (Audit &Supervisory Board member) will expire at the closing of this General Meeting of Shareholders. Therefore, theCompany hereby proposes the election of two (2) Audit & Supervisory Board members.
Approval for this proposal has been obtained from the Audit & Supervisory Board.
The candidates for the position of Audit & Supervisory Board member are as follows:
Candidate No.

Name

Current title, etc.

Attribute

1

Akio Misono

Director, Senior Operating Officer

New appointment

2

Kuniharu Kezuka

Audit & Supervisory Board
memberReappointment External
Independent

Reappointment
Candidate forreappointment as Director

New Appointment
Candidate for new
appointment as Director

External
Candidate forExternal Director

15

Independent
Independent Director stipulatedby the Tokyo Stock ExchangeShares owned: 6,013 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: ― times / ―meetings (―%)

Akio Misono
Candidate No. 1(born June 24, 1959)

New
appointment[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 (current)
Reason for nomination as an Audit & Supervisory Board member candidate:
Akio Misono has not only engaged in the fields of management planning, accounting and finance,
but also taken a leading role in Company’s IR activities over many years as a Director. Drawing
on this wealth of experience, he can be expected to supervise the management of the Company asan Audit & Supervisory Board member, and to provide accurate advice and recommendations.
Therefore, Mr. Misono is judged as an appropriate candidate to serve as an Audit & Supervisory
Board member of the Company and is being asked to serve in that capacity.
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. 2(born June 30, 1967)

Reappointment
External
Independent[Brief personal history and title in the Company]
Oct. 1992:
Joined Chuo Shinko Audit Corporation (changed the name to MISUZU Audit
Corporation)
Registeredas a certified public accountant
Apr. 1996:
Nov. 1999:
May 2006:
Apr. 2007:
Feb. 2015:

Seconded to Price Waterhouse Coopers Dusseldorf (PwC Düsseldorf)
Established Kezuka Accounting Office
Registered as a tax accountant
External Audit & Supervisory Board member (full-time) at Levi Strauss Japan
K.K.
External Director (full-time Audit & Supervisory Committee member)
External Audit & Supervisory Board member of the Company (current)

Feb. 2016:
Jun. 2018:[Important concurrent role]
Certified public accountant and tax accountant at Kezuka Accounting Office

Reason for nomination as an External Audit & Supervisory Board member candidate:
Kuniharu Kezuka satisfies the independence standards required by the Company for the positionsof External Audit &Supervisory Board members and has a high level of expertise and extensive
experience as a certified public accountant and tax accountant. He has the knowledge andexperience that has been accumulated through his duties as the Director for Auditing at a publiclisted company and that will contribute to the Company’s effort to strengthen its auditing system.
The Company expects that Mr. Kezuka would monitor the management of the Company andprovide expert advice and recommendations from the objective viewpoint as an expert ofcorporate accounting. Therefore, Mr. Kezuka is judged as an appropriate candidate to serve as anExternal Audit & Supervisory Board member of the Company and is being asked to continue toserve in that capacity.

16Notes: 1. The candidates are decided by the Board of Directors based on reports received from the Nomination andRemuneration Advisory Committee. Key members of this Committee are Independent Directors and Audit &Supervisory Board members reported by the Company to the Tokyo Stock Exchange.
2. Neither of the above candidates have special vested interests with the Company.
3. Kuniharu Kezuka is a candidate for External Audit & Supervisory Board member.
4. Kuniharu Kezuka is currently an External Audit & Supervisory Board member of the Company. His term of officeshall 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 Kuniharu
Kezuka that limits his liability for damages prescribed in Article 423, Paragraph 1 of the same Act. If his
reappointment is approved as proposed at this General Meeting of Shareholders, the Company will continue thesaid agreement with him. The limit on his liability for damages under the agreement coincides with the legally
stipulated amounts.
6. If the appointment of Akio Misono is approved as proposed at this General Meeting of Shareholders, the Company
will enter into an agreement, pursuant to Article 427, Paragraph 1 of the Companies Act, with Akio Misono that
limits his liability for damages prescribed in Article 423, Paragraph 1 of the same Act. The limit on his liability
for damages under the agreement coincides with the legally stipulated amounts.
7. The Company designated Kuniharu Kezuka as an Independent Audit & Supervisory Board member as per theprovisions of the Tokyo Stock Exchange, and gave notice to this effect to the Tokyo Stock Exchange. If thereappointment of him is approved as proposed at this General Meeting of Shareholders, the Company will
designate him as an Independent Audit & Supervisory Board member as per the provisions of the Tokyo Stock
Exchange again, and will give notice to this effect to the Tokyo Stock Exchange.
8. 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
page 15 of the Business Report on the 71st Term, “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 an Independent Audit & Supervisory Board member.
Furthermore, we plan to renew the insurance contract with the same contents at the next renewal period.

17

Item 5: Appointment of One ( 1 ) Substitute Audit & Supervisory Board Member
Katsuya Sato was elected as a substitute Audit & Supervisory Board member at the 70h Ordinary General
Meeting of Shareholders held on June 18, 2021, and his term of office as a substitute Audit & Supervisory Board
member will expire at the closing of this General Meeting of Shareholders. To prepare for a contingency inwhich the Company does not have the number of Audit & Supervisory Board members required by laws andregulations, the Company hereby proposes the election of one (1) substitute Audit & Supervisory Board
member.
Approval for this proposal has been obtained from the Audit & Supervisory Board.
The candidate for the position of substitute Audit & Supervisory Board member is as follows:

Katsuya Sato (born April 24, 1957)
Reappointment
External

Shares owned: 0 shares[Brief personal history and title]
Apr. 1990:

Registered as an attorney-at-law

Apr. 1995:

Permanent member of Tokyo Bar Association
Established Takagi & Sato Law Office
Review committee member of the Japan Legal Support Center, Tokyo
BranchExternal Audit & Supervisory Board member of the Company

Apr. 2006:
Jun. 2007:

Jun. 2015:
Retired from External Audit & Supervisory Board member of the Company[Important concurrent role]
Lawyer of Takagi & Sato Law Office
Reason for nomination as a Substitute External Audit & Supervisory Board member candidate:
Katsuya Sato satisfies the Independence Standards required by the Company for the position ofExternal Audit & Supervisory Board member. Furthermore, his high-level specialized expertiseand extensive knowledge/experience as a lawyer will contribute to strengthening the Company’s
auditing system. He can be expected to objectively supervise management of the Company, and toprovide accurate advice and recommendations. Therefore, Mr. Sato is judged as an appropriate
candidate to serve as a substitute External Audit & Supervisory Board member of the Company
and is being asked to continue to serve in that capacity.
Notes: 1. The candidate is decided by the Board of Directors based on reports received from the Nomination andRemuneration Advisory Committee. Key members of this Committee are Independent Directors and Audit &Supervisory Board members reported by the Company to the Tokyo Stock Exchange.
2. The above candidate has no special vested interests with the Company.
3. The candidate is a candidate for the substitute External Audit & Supervisory Board member. If the candidate
assumes the office of the External Audit & Supervisory Board member, the Company will designate the candidate
as an Independent Audit & Supervisory Board member as per the provisions of the Tokyo Stock Exchange, andwill give notice to this effect to the Tokyo Stock Exchange.
4. Although the candidate does not have past experience in corporate management other than having served as anexternal Audit & Supervisory Board member, the Company judges that, as described in the reasons forappointment, the candidate will be able to implement the duties as the External Audit & Supervisory Board
member appropriately.
5. If the candidate assumes the office of the External Audit & Supervisory Board member, pursuant to Article 427,
Paragraph 1 of the Companies Act, the Company will enter into an agreement with the candidate that limits his
liability for damages prescribed in Article 423, Paragraph 1 of the same Act. However, the limit on his liability
for damages under this agreement coincides with the legally stipulated amounts.
6. 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
page 15 of the Business Report on the 71st Term, “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 nominated and appointed as an External Audit & Supervisory Board member.
Furthermore, we plan to renew the insurance contract with the same contents at the next renewal period.

18

[Reference Material]
Concept Regarding the Skills of Directors and Audit & Supervisory Board Members[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 andthe Audit & Supervisory Board to properly fulfill this responsibility, they must have the ability to make accurate
decisions on important matters related to business execution and to supervise business execution; that is, they mustpossess the latest knowledge on the business content and business environment of the Group. In addition, they mustpossess 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 the Audit & Supervisory
Board, and will appoint Directors and Audit & Supervisory Board 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.
[Required skills for overall Audit & Supervisory Board]
It is desirable for Audit & Supervisory Board members to possess the skills listed above as well. In particular,
governance and internal controls, legal affairs and risk management, and finance and accounting are positioned asimportant skills.

19

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

Governanceand internal
controls

Mitsumasa Matsunaga✓✓

Toshiro Suzuki✓✓

Fumihide Kitamura

✓

✓

✓

✓

Yuji Mori

✓

✓

✓

✓

Koji Sakamoto✓✓

Mitsuhiro Ogawa

✓

✓

✓

✓

Hiroshi Harada

✓

✓

✓

✓

Legal affairs
and riskmanagement

Financeandaccounting

Organizationaland human
resources
management

Society andenvironment

Knowledge ofindustry trends
and strategic
businessdomains

✓

✓

✓

✓

✓

✓

Globalexperience[Directors]

✓

✓

✓

✓

Jun-ichi Murakami
Takeshi Uchimura✓✓

Minoru Nishino✓✓

Tatsuo Takeuchi✓✓

Akihito Fujioka

✓

✓

✓

✓

✓
✓

✓

✓

✓

✓

✓

✓

✓

✓

[Audit & Supervisory Board members]
Akio Misono✓✓

Shin-ichi Miura✓✓

Shohei Yamamoto✓✓

Kuniharu Kezuka

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

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

20[Reference Material]
Independence Standards Required by the Company for the Positions of External Directors andExternal Audit &Supervisory Board Members
The Company judges that the positions of External Directors and External Audit & Supervisory Board members(hereinafter referred to as “External Officers”) shall have independence, in order to guarantee the objectivity andtransparency necessary for proper governance. If the requirements below are not met, the External Officers shallnot be appointed.
1. Officers*1 or employees of the Company and its subsidiaries (hereinafter referred to as “The Group”) shall not
be appointed.
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 members, 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, as acompensation for business and trade with the Group, this amount being more than 2% of the consolidated net sales of the client ormore 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 of thisperson, 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.

21