This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 6525
June 6, 2024
(Electronic provision measures commencement date: June 5, 2024)
To Shareholders with Voting Rights:
Fumiyuki Kanai
Representative Director
KOKUSAI ELECTRIC CORPORATION
3-4 Kandakaji-cho, Chiyoda-ku, Tokyo,
Japan

NOTICE OF
THE 9th ANNUAL SHAREHOLDERS MEETING
We hereby inform you that the Annual Shareholders Meeting of KOKUSAI ELECTRICCORPORATION (the “Company”) for the 9th fiscal year (April 1, 2023 to March 31, 2024) will be held
as follows.
The Company has taken measures for providing information in electronic format (the “electronic
provision measures”) in accordance with the provisions of Article 325-3 (1) of the Companies Act andArticle 17 of the articles of incorporation of the Company. The information contained in Reference
Documents for the Shareholders Meeting, etc. (the “electronic provision measures matters”) has beenposted on the Company’s website. Please access the following Company’s website to review the
information.
The Company’s website (in Japanese): https://www.kokusai-electric.com/ir/meeting
The electronic provision measures matters are also posted on the Tokyo Stock Exchange (TSE) website.
Please access the TSE’s website below, enter the Company’s name in “Issue name (company name)” fieldor the Company’s securities code of “6525” in the “Code” field to perform a search. Select “Basic
information” and then “Documents for public inspection/PR information” to review “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting.”
TSE’s website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
If you are unable to attend the meeting, you can exercise your voting rights by electromagnetic means(via the Internet, etc.) or in writing. In doing so, please review the accompanying Reference Documents
for the Shareholders Meeting and submit your votes by 5:30 p.m. on Wednesday, June 26, 2024 (JapaneseStandard Time/JST). This Annual Shareholders Meeting will also be live-streamed online; for more
information, please refer to page 6 of the Japanese version of the Notice of the 9th Annual Shareholders
Meeting. When exercising your voting rights by electromagnetic means (via the Internet, etc.), please refer
to “Instructions for Exercising Your Voting Rights by Electromagnetic Means (via the Internet, etc.)” on
page 5. Please note that speaking, asking questions, or voting will not be possible via the live stream on
the day of the meeting.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. (JST)(Reception is scheduled to open at 9:30 a.m.)

2. Place:

BELLESALLE Akihabara B1 Hall (Venue 1) and 1F Hall (Venue 2)
Sumitomo Fudosan Akihabara building, 3-12-8 Sotokanda, Chiyoda-ku,
Tokyo, Japan* Please note that you will be asked to enter Venue 2 if Venue 1 becomes full.
Although Venue 2 is a room for those who can attend the meeting throughvideo conferencing, you may still ask questions and exercise your voting
rights there.

3. Meeting Agenda:
Matters to be reported:

The Business Report, Non-consolidated Financial Statements, andConsolidated Financial Statements for the 9th Fiscal Year (April 1, 2023
to March 31, 2024), and results of audits by the Independent Auditor andthe Audit and Supervisory Committee of the Consolidated Financial
Statements

Proposals to be resolved:
Election of eight (8) Directors (excluding Directors who are Audit andProposal 1:
Supervisory Committee Members)

⊚
⊚
⊚

⊚
⊚

Proposal 2:

Election of one (1) Director who is an Audit and Supervisory Committee
Member

Proposal 3:

Partial revision of performance-based stock remuneration plan for Directors

Pursuant to provisions of the Companies Act, the Company has mailed the documents which containthe electronic provision measures matters in paper format to shareholders who have requested thedelivery of the documents by March 31, 2024.
If any revisions to the electronic provision measures matters arise, a notice to that effect will be postedon the Company’s website and TSE’s website above.
Pursuant to laws and regulations and the articles of incorporation of the Company, the documents inpaper format mailed to shareholders who have requested their delivery do not include the following
items:
 Business Report Matters Regarding Share Acquisition Rights
 Matters Regarding the Accounting Auditor
 Matters Regarding Establishment of a System to Ensure the Appropriateness of Business
Activities Consolidated Financial Statements
 Consolidated Statement of Changes in Equity
 Notes to Consolidated Financial Statements
 Non-consolidated Financial Statements
 Non-consolidated Statement of Changes in Equity
 Notes to Non-consolidated Financial Statements
The Audit and Supervisory Committee and the Independent Auditor have audited the documents
subject to audit, including the above matters.
If any material changes to this Annual Shareholders Meeting arise, a notice to that effect will be postedon the Company’s website above.
The results of this Annual Shareholders Meeting will be posted on the Company’s website above.

-2-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
●The Company will provide a voluntary service of sending a printed copy of the electronic provision
measures matters to shareholders who have not requested the delivery of the documents. If you wish
to receive a printed copy, access the following website to submit an application within the application
period. Please note that the service is available only for this Annual Shareholders Meeting.
Application website:
Application period:
Login ID:
Password:●

https://d.srdb.jp/6525/2406/
Wednesday, June 5, 2024 at 12:00 a.m. to Friday, June 21, 2024 at 11:59 p.m.
(JST)
“Shareholder Code” (half-width 8-digit number) shown on your Voting Form

If you wish to continue to receive a printed copy of the electronic provision measures matters, pleasecontact the securities company where you have a securities account or the shareholder registryadministrator (Securities Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation,
0120-696-505) and complete the necessary procedures to request the delivery of the document.
Shareholders who have already requested the delivery of the documents do not need to make the same
request again this time.

-3-

< Instructions for Exercising Your Voting Rights >Voting in Advance
Voting by mail (in writing)
Please indicate your approval or disapproval of each proposal in the enclosed Voting Form and returnit to the Company by mail. The form must arrive no later than 5:30 p.m., Wednesday, June 26, 2024
(JST).
Voting via the Internet
Please follow the “Instructions for Exercising Your Voting Rights by Electromagnetic Means (via theInternet, etc.)” on the next page to indicate your approval or disapproval of each proposal. Votes must
be completed by 5:30 p.m., Wednesday, June 26, 2024 (JST).
* If you do not indicate your approval or disapproval for any proposal in writing (on the Voting Form),
your vote shall be assumed to have approved all the proposals.
* If you submit your vote multiple times by electromagnetic means (via the Internet, etc.), only thelast vote shall be deemed valid.
* If you exercise your voting rights both by electromagnetic means (via the Internet, etc.) and inwriting (on the Voting Form), only the later arrival of the vote shall be deemed valid. If both votes
arrive on the same day, the only vote exercised by electromagnetic means (via Internet, etc.) shallbe deemed valid.
Voting by attendance at this Annual Shareholders Meeting
Please fill out the enclosed Voting Form and submit it to the reception desk on the day of the meeting.
Date and time of the Annual Shareholders Meeting: Thursday, June 27, 2024 at 10:00 a.m. (JST)* Please note that a proxy or an accompanying person, or any other individual who brings the Voting
Form at the meeting is not entitled to attend the meeting unless he/she is a shareholder entitled toexercise his/her voting rights.
* In accordance with Article 19-1 of the articles of incorporation of the Company, you are allowed todelegate one (1) shareholder entitled to voting rights as your proxy if you choose to exercise yourvoting right by proxy. In this case, a document evidencing his/her power of attorney (with thesignature or seal of the shareholder delegating the authority) needs to be submitted at the reception
desk on the day of the meeting.
* Kindly be advised that there will be no souvenirs or a social gathering provided at the meeting.

-4-

< Instructions for Exercising Your Voting Rights by Electromagnetic Means (via the Internet, etc.) >Voting by Scanning the QR CodeYou can access the website for exercising your voting rights without entering your login ID and tentative
password shown on the Voting Form.
1. Scan the QR Code provided on the Voting Form.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

2. Follow the instructions on the screen to indicate your approval or disapproval for each proposal.
Voting by Logging in the Website
Website for exercising your voting rights: https://evote.tr.mufg.jp/
1. Access the above website and click “Next.”
2. Enter the login ID and tentative password shown on the Voting Form and click “Log in.”3. Follow the instructions on the screen to indicate your approval or disapproval for each proposal.
If you have any questions about exercising your voting rights via the Internet, such as how to use a PC or
smartphone to vote, please contact the following help desk.
Help Desk, Securities Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation
Phone number: 0120-173-027 (toll-free within Japan)
Business hours: 9:00 a.m. to 9:00 p.m.
* Institutional investors may use the “Electronic Voting Rights Exercise Platform” operated by ICJ, Inc.
to exercise the voting rights by electromagnetic means.

-5-Reference Documents for the Shareholders Meeting
Proposal 1:

Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The term of office of all Directors (excluding Directors who are Audit and Supervisory Committee
Members) who were elected at the 8th Annual Shareholders Meeting will expire at the conclusion of thisAnnual Shareholders Meeting. Accordingly, the Company proposes election of eight (8) Directors(excluding Directors who are Audit and Supervisory Committee Members) based on the deliberation by
the Nomination and Compensation Committee, where the Chairperson and the majority of the members
are independent Outside Directors.
The Audit and Supervisory Committee examined this proposal after deliberation by the Nomination
and Compensation Committee and determined that all candidates for Director are qualified to serve as
Director.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee
Members) are as follows.

No.

Attributes

Name

Current positions at the Company

Attendanceat theBoard ofDirectors
meetings

1[Reappointment]

Fumiyuki Kanai

Representative Director, President and Chief
Executive Officer

20/20

2

[Reappointment]

Unryu Ogawa

Director, Executive Fellow

20/20

3

[New Appointment] Hidehiro Yanagawa

Executive Vice President and Executive
Officer–

4[New Appointment] Kazunori Tsukada

Executive Vice President and Executive
Officer–

5[Reappointment]

Director

20/20

Noriko Sakai

Director (Outside)

20/20

Masaaki Tsuruta

Director (Outside)

20/20

Chizu Sekine

–

6

7

8

Note:

[Reappointment][Outside][Independent][Reappointment][Outside][Independent][New Appointment][Outside][Independent]

Masaki Nakamura–

The name recorded in the family register of Ms. Noriko Sakai is Ms. Noriko Matsumoto.

[New Appointment] Director candidate for new appointment[Reappointment] Director candidate for reappointment-6-[Outside] Outside Director candidate[Independent] Independent Director candidate

No.

Name
(Date of birth)

Career summary, current positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

1981 Joined Hitachi, Ltd.
2001 General Manager of Production Technology
Department, Mass Production Process Technology
Headquarters, Semiconductor Group, Hitachi, Ltd.
2003 General Manager in charge of Process Development
Department, Wafer Process Technology Division,
Naka site, Renesas Technology Corp. (now Renesas
Electronics Corporation)2009 Joined Hitachi Kokusai Electric Inc.
2009 General Manager of Batch Processing System Design
Department, Toyama Works, Semiconductor Process
Engineering Division, Hitachi Kokusai Electric Inc.
2009 Deputy General Manager of Toyama Works andGeneral Manager of Batch Processing System Design
Department, Toyama Works, Semiconductor Process
Engineering Division, Hitachi Kokusai Electric Inc.
2010 Corporate Officer and Deputy General Manager of
Toyama Works, Semiconductor Process Engineering
Division, Hitachi Kokusai Electric Inc.
2011 Corporate Officer and General Manager of Toyama
Works, Semiconductor Process Engineering Division,
Hitachi Kokusai Electric Inc.
2012 Executive Officer, Deputy General Manager of
Semiconductor Process Engineering Division andGeneral Manager of Toyama Works, Semiconductor
Process Engineering Division, Hitachi Kokusai
Electric Inc.
2016 Senior Vice President and Executive Officer, General
Manager of Semiconductor Process Engineering
Division and General Manager of Toyama
Technology & Manufacturing Center, Hitachi
Kokusai Electric Inc.
2016 Board Director, Chairperson & CEO, Kokusai
Semiconductor Equipment Corporation2017 Senior Vice President and Executive Officer andGeneral Manager of Semiconductor Process
Engineering Division, Hitachi Kokusai Electric Inc.
2018 Representative Director, President and Chief
Executive Officer, the Company (succeeded the Thin
Film Process Solutions business of Hitachi Kokusai
Electric Inc. through a company split) (current
position)

1,228 shares

April
October

April

April
June

October

Fumiyuki Kanai(September 2, 1956)[Reappointment]

April

April

[Attendance at the Boardof Directors meetings] April
100% (20/20)

1[Years of service as a
Director (at theconclusion of thismeeting)]
6 years

April

April
April

June

[Significant concurrent positions]
None[Reasons for nomination as a candidate for Director]
Mr. Fumiyuki Kanai, having engaged in business operations in the semiconductor industry for many years,
possesses deep and wide-ranging knowledge of technology as well as expertise and experience in the global
market. Serving as the Representative Director, he has a full understanding of the Company’s management
conditions. The Company has nominated him as a candidate because it believes he can be expected to continue
contributing to the Company’s management activities.

-7-

No.

Name
(Date of birth)

Career summary, current positions and responsibilities at theCompany, and significant concurrent positions
October
October
April
April

April

April

Unryu Ogawa(March 16, 1960)[Reappointment]

2

April

April

[Attendance at the Board
April
of Directors meetings]
100% (20/20)[Years of service as a
Director (at the conclusionof this meeting)]
April
2 years

June

OctoberApril

1982 Joined Dalian CRT Company in Dalian, China
1992 Visiting Researcher, Faculty of Engineering,Tohoku University
1997 Joined Kokusai Electric Co., Ltd. (now Hitachi
Kokusai Electric Inc.)
2004 General Manager of Advance Process
Development Department, Semiconductor Device
System Research Institute, Semiconductor Process
Engineering Division, Hitachi Kokusai ElectricInc.
2010 General Manager of Single Wafer Processing
System Design Department, Toyama Works,
Semiconductor Process Engineering Division,
Hitachi Kokusai Electric Inc.
2011 Deputy General Manager of Toyama Works andGeneral Manager of Single Wafer Processing
System Design Department, Toyama Works,
Semiconductor Process Engineering Division,
Hitachi Kokusai Electric Inc.
2015 Corporate Officer and Vice President of Mass
Production Engineering Division, Toyama Works,
Semiconductor Process Engineering Division,
Hitachi Kokusai Electric Inc.
2016 Executive Officer and Deputy General Manager of
Semiconductor Process Engineering Division,
Hitachi Kokusai Electric Inc.
2017 Executive Officer, Deputy General Manager of
Semiconductor Process Engineering Division,
General Manager of Toyama Technology &Manufacturing Center, and General Manager ofChina Business Strategy Office, Hitachi Kokusai
Electric Inc.
2018 Executive Officer, Deputy General Manager of
Semiconductor Process Engineering Division,
Vice President of Strategic Business Development
Unit, and General Manager of China Business
Strategy Office, Hitachi Kokusai Electric Inc.
Representative Director, Hitachi Kokusai Electric(Shanghai) Co., Ltd. (now KE Semiconductor
Equipment (Shanghai) Co., Ltd.)2018 Senior Vice President and Executive Officer, Vice
President of Strategic Business Development Unit,
and General Manager of China Business Strategy
Office, the Company (succeeded the Thin Film
Process Solutions business of Hitachi Kokusai
Electric Inc. through a company split)
2019 Senior Vice President and Executive Officer andGeneral Manager of China Business Strategy
Office (Responsible for Technology Development
and Strategic Business Development), theCompany2021 Executive Vice President and Executive Officer(Responsible for Technology Development andProduct Development), the Company-8-

Number ofshares of theCompany held

745 shares

April

June

April

2022 Executive Vice President and Executive Officer(Responsible for Supervising Technology andTechnical Support Center), the Company
2022 Director, Executive Vice President and Executive
Officer (Responsible for Supervising Technology
and Technical Support Center), the Company
2024 Director, Executive Fellow, the Company (current
position)[Significant concurrent positions]
None[Reasons for nomination as a candidate for Director]
Mr. Unryu Ogawa, having engaged in technology development and business operations in the semiconductor
industry for many years, possesses deep and wide-ranging knowledge of technology as well as expertise andexperience in the global market. Serving as an executive Director, he has a track record of leading the Company’s
technology development. Since April 2024, he has served as an Executive Fellow, advising the Company’s
management team and maintaining relationships with customers with superior world-class expertise and skills.
The Company has nominated him as a candidate because it believes he can be expected to contribute to theCompany’s management activities.

-9-

No.

Name
(Date of birth)

Career summary, current positions and responsibilities at theCompany, and significant concurrent positions
April
April

April

April

April

April

April
Hidehiro Yanagawa(March 2, 1965)
April[New appointment]

3[Attendance at theBoard of Directors
meetings]–

June[Years of service as a
Director (at theconclusion of thismeeting)]–
October

April

April

April
April

1988 Joined Kokusai Electric Co., Ltd. (now Hitachi
Kokusai Electric Inc.)
2008 General Manager of Vertical Diffusion System
Design Department, Semiconductor Process
Engineering Division, Hitachi Kokusai Electric Inc.
2009 Senior Chief Engineer of Batch Processing Design
Department, Semiconductor Process Engineering
Division, Hitachi Kokusai Electric Inc.
2011 General Manager of Vertical Diffusion System
Design Department, Semiconductor Process
Engineering Division, Hitachi Kokusai Electric Inc.
2013 General Manager of Quality Assurance Department,
Toyama Works, Semiconductor Process Engineering
Division, Hitachi Kokusai Electric Inc.
2015 Senior General Advisor, Toyama Works,
Semiconductor Process Engineering Division, Hitachi
Kokusai Electric Inc. (on secondment to Kook Je
Electric Korea Co., Ltd.)2017 Corporate Officer, Vice President of Volume
Manufacturing Design Division, Semiconductor
Process Engineering Division, Hitachi Kokusai
Electric Inc.
2018 Executive Officer, Vice President of Volume
Manufacturing & Engineering Unit, Vice President ofVolume Manufacturing Design Division, General
Manager of Toyama Technology & Manufacturing
Center, Semiconductor Process Engineering Division,
Hitachi Kokusai Electric Inc.
2018 Corporate Vice President and Executive Officer, Vice
President of Volume Manufacturing & Engineering
Unit, Vice President of Volume Manufacturing
Design Division, General Manager of Toyama
Technology & Manufacturing Center, the Company(succeeded the Thin Film Process Solutions businessof Hitachi Kokusai Electric Inc. through a company
split)
2019 Corporate Vice President and Executive Officer, Vice
President of Volume Manufacturing Design Division,
General Manager of Toyama Technology &Manufacturing Center, the Company
2020 Corporate Vice President and Executive Officer,
General Manager of Toyama Technology &Manufacturing Center (Responsible for ProductDevelopment and Production & Quality Assurance),
the Company
2021 Senior Vice President and Executive Officer, Vice
President of Business Strategy Unit (Responsible for
Business Strategy, Marketing Strategy, Sales,
Services, and IT), the Company
2021 Representative Director, Kokusai Electric Asia
Pacific Co., Ltd.
2022 Senior Vice President and Executive Officer(Responsible for Business Strategy, Marketing
Strategy, Public Relations & IR, Sales and DX & IT),
the Company- 10 -

Number ofshares of theCompany held

624 shares

AprilApril

2022 Board Director, Chairman & CEO, Kokusai
Semiconductor Equipment Corporation
2023 Executive Vice President and Executive Officer(Responsible for Business Development, SalesManagement, DX & IT and Information Security),
the Company (current position)[Significant concurrent positions]
None[Reasons for nomination as a candidate for Director]
Mr. Hidehiro Yanagawa, having engaged in product development and business operations in the semiconductor
industry for many years, possesses a wide-ranging knowledge of technology as well as expertise and experiencein the global market. Serving as an Executive Officer, he has a track record of leading the Company’s productdevelopment and production. Most recently, he has been supervising business strategy, sales, businessdevelopment, and DX & IT. The Company has nominated him as a candidate because it believes he can be
expected to contribute to a wide range of the Company’s management activities.

- 11 -

No.

4

Number of
Career summary, current positions and responsibilities at the Company,
shares of theand significant concurrent positions
Company held
April
1988 Joined Kokusai Electric Co., Ltd. (now Hitachi
Kokusai Electric Inc.)
April
2007 General Manager of Asia Sales Department,
Semiconductor Process Engineering Division, Hitachi
Kokusai Electric Inc.
April
2013 Deputy General Manager of Sales Division,
Semiconductor Process Engineering Division, Hitachi
Kokusai Electric Inc.
April
2014 Vice President of Sales Division, Semiconductor
Process Engineering Division, Hitachi Kokusai
Electric Inc.
April
2014 Representative Director, Hitachi Kokusai Electric(Shanghai) Co., Ltd. (now KE Semiconductor
Equipment (Shanghai) Co., Ltd.)
Kazunori Tsukada
June
2018 Corporate Officer, Vice President of Sales Division,(December 6, 1965)
the Company (succeeded the Thin Film Process
Solutions business of Hitachi Kokusai Electric Inc.
[New appointment]
through a company split)
April2019 Executive Officer, Vice President of Sales Division,
the Company[Attendance at theApril2020 Executive Officer (Responsible for Sales and IT), theBoard of Directors
624 sharesCompany
meetings]
April2021 Executive Officer (Responsible for China Business–
Strategy), the Company
Chairman & President, KE Semiconductor
April
2021
[Years of service as a
Equipment (Shanghai) Co., Ltd.
Director (at the
Senior Vice President and Executive Officer
April
2022
conclusion of this(Responsible for China Business Strategy), themeeting)]Company–May2022 Representative Director, KE Semiconductor
Equipment (Shanghai) Co., Ltd.
April
2023 Senior Vice President and Executive Officer(Responsible for Corporate Planning, Public
Relations & IR, Sustainability and China Business
Strategy), the Company
April2024 Executive Vice President and Executive Officer(Responsible for Corporate Planning, Export Control,
Legal, Intellectual Property, Public Relations & IR
and Sustainability), the Company (current position)
Name(Date of birth)[Significant concurrent positions]
None[Reasons for nomination as a candidate for Director]
Mr. Kazunori Tsukada, having engaged in sales and business operations in the semiconductor industry for many
years, possesses extensive knowledge and a wealth of experience in the global market. Serving as an Executive
Officer, he has a track record of leading the Company’s sales division. Most recently, he has been supervising
China business strategy, corporate planning, public relations & IR, and sustainability. Since April 2024, he has
also been responsible for legal, intellectual property and export control. The Company has nominated him as a
candidate because it believes he can be expected to contribute to a wide range of the Company’s management
activities.

- 12 -

No.

Name(Date of birth)

Masaki Nakamura(January 6, 1986)[Reappointment][Attendance at theBoard of Directors
meetings]
100% (20/20)
5[Years of service as a
Director (at theconclusion of thismeeting)]
6 years and 6 months

Career summary, current positions and responsibilities at theCompany, and significant concurrent positions
2010 Joined McKinsey & Company
2014 Joined KKR Capstone Japan Limited
2016 Transferred to KKR Japan2017 Person Acting in the Capacity of Executive
Member, HKE Holdings G.K. (now the Company)
December 2017 Director, HKE Holdings Co., Ltd. (now the
Company) (current position)
June
2018 Outside Director, Hitachi Kokusai Electric Inc.
April
2019 Transferred to Kohlberg Kravis Roberts & Co. L.P.
October 2020 Outside Director, EchoNous, Inc.
January 2021 Transferred to KKR Japan
Director (current position)
February 2023 Director, KBP Co., Ltd. (current position)
January 2024 Managing Director, KKR Japan (current position)

Number ofshares of theCompany held

April
February
April
February

0 shares[Significant concurrent positions]Managing Director, KKR Japan[Reasons for nomination as a candidate for Director]
Mr. Masaki Nakamura has engaged in management of the Company since its founding as a Person Acting in
the Capacity of Executive Member and Director. He was appointed as a Director in December 2017, for he has
worked on investment projects and alliance businesses in multiple business domains, and is contributing to
expansion of the Company’s business domains. The Company has nominated him as a candidate because it
believes he can be expected to keep contributing to expansion of the Company’s business domains.

- 13 -

No.

Name(Date of birth)

Career summary, current positions and responsibilities at theCompany, and significant concurrent positions

1997 Registered as an attorney
1997 Joined Nagashima & Ohno (now Nagashima Ohno
Noriko Sakai& Tsunematsu)(June 2, 1969)
January 2003 Working at New York Office, Paul, Hastings,
Janofsky & Walker LLP (now Paul Hastings LLP)
[Reappointment]
June2003 Admitted to the bar in the State of California
September2003 Working at Taiyo Law Office (now Paul Hastings[Outside]
LLP, foreign law joint enterprise)
December 2005 O’Melveny & Myers LLP, foreign law joint[Independent]
enterprise
February 2008 Partner, O’Melveny & Myers LLP, foreign law[Attendance at thejoint enterprise
Board of Directors
January 2011 Partner, TMI Associates
meetings]
January 2013 Jointly founded Marunouchi International Law
100% (20/20)
OfficeJanuary 2017 Partner, Hirakawa International Law Office[Years of service as an(current position)
Outside Director (at the March
2021 Outside Director, the Company (current position)
conclusion of this[Significant concurrent positions]
meeting)]
3 years and 3 months Partner, Hirakawa International Law Office

Number ofshares of theCompany held

April
April

6

243 shares[Reasons for nomination as a candidate for Outside Director and an outline of expected roles]
Ms. Noriko Sakai was appointed as an Outside Director in March 2021, for she has extensive expertise andexperience as well as a high level of insight in legal affairs and compliance as an attorney, although she has
never been directly involved in corporate management except as an outside officer. She has contributed to
improving the Company’s management strategies, and the Company has nominated her as a candidate because
it believes she can be expected to continue contributing on the corporate governance front.
[Independence]
There are no personal, capital, or transactional relationships, or other interests between Ms. Noriko Sakai and
the Company, and Ms. Sakai meets the independence criteria of Tokyo Stock Exchange, Inc. The Company
believes there is no risk of conflicts of interest with general shareholders.

- 14 -

No.

Name(Date of birth)
Masaaki Tsuruta(December 20, 1956)[Reappointment][Outside][Independent][Attendance at theBoard of Directors
meetings]
100% (20/20)

Career summary, current positions and responsibilities at theCompany, and significant concurrent positions
April
April
April
April
July
April
January
June
January
JanuaryJune

71979 Joined Sony Corporation
1998 General Manager, Sony Corporation
2000 Senior General Manager, Sony Corporation
2001 Deputy President, Sony Corporation
2004 Corporate Executive, Sony Corporation2010 EVP & CTO, Sony Computer Entertainment Inc.
2013 Representative Director, Samsung Japan
Corporation2013 Director, TOMEN DEVICES CORPORATION
2018 Advisor, Samsung Japan Corporation
2019 Representative Director and President, Future
Domain Co., Ltd. (current position)
2021 Outside Director, the Company (current position)

Number ofshares of theCompany held

243 shares[Years of service as an [Significant concurrent positions]
Outside Director (at the Representative Director and President, Future Domain Co., Ltd.
conclusion of thismeeting)]
3 years[Reasons for nomination as a candidate for Outside Director and an outline of expected roles]
Mr. Masaaki Tsuruta, having engaged in business operations in the semiconductor industry for many years,
possesses a high level of expertise and experience. In addition, he has corporate management experience as apresident of a Japanese subsidiary of a foreign company. For these reasons, he was appointed as an Outside
Director in June 2021, with the expectation that he will contribute to improving the Company’s management
strategies. He has contributed to improving the Company’s management strategies, and the Company has
nominated him as a candidate because it believes he can be expected to continue contributing on this front.
[Independence]
There are no personal, capital, or transactional relationships, or other interests between Mr. Masaaki Tsuruta
and the Company, and Mr. Tsuruta meets the independence criteria of Tokyo Stock Exchange, Inc. The
Company believes there is no risk of conflicts of interest with general shareholders.

- 15 -

No.

Name(Date of birth)
Chizu Sekine(August 11, 1963)

Career summary, current positions and responsibilities at the Company,
and significant concurrent positions
April
April

[New appointment]
April[Outside][Independent][Attendance at theBoard of Directors
meetings]
–

8

June

Number ofshares of theCompany held

1989 Joined Sumitomo Chemical Co., Ltd.
2013 Associate Officer, Senior Associate Researcher,
Advanced Materials Development Laboratory,
Sumitomo Chemical Co., Ltd.
2019 Executive Vice President, Sumika Technical
Information Service, Inc.
2020 Representative Director & President, Sumika
Technical Information Service, Inc. (current position)[Significant concurrent positions]Representative Director & President, Sumika Technical Information
Service, Inc.

0 shares[Years of service as a
Director (at theconclusion of thismeeting)]–[Reasons for nomination as a candidate for Outside Director]
Ms. Chizu Sekine has been engaged in research and development of molecular design, synthetic materials, and
OLED displays in the field of electronic chemistry for many years. She has also been involved in OLED-related
business and international standardization efforts for printed electronics, and has a high level of knowledge andexperience in the related areas. Most recently, she has been managing a company specializing in researchconcerning technology, patents, and chemical safety and providing technology information services. The Company
has nominated her as a candidate because it believes she can be expected to contribute to the Company with her
expertise, which not only encompasses expanding business and technological capabilities, but also extends tostrengthening the Company’s management structure.
[Independence]
There are no personal, capital, or transactional relationships, or other interests between Ms. Chizu Sekine and theCompany, and Ms. Chizu Sekine meets the independence criteria of the Company. The Company believes there
is no risk of conflicts of interest with general shareholders.

- 16 -

Notes: 1.
2.

3.

4.

5.

6.

There are no special interests between any of the candidates and the Company.
The Company has concluded a directors and officers liability insurance agreement stipulated
in Article 430-3, paragraph (1) of the Companies Act with an insurance company, naming
Directors of the Company as the insured. The directors and officers liability insurance
agreement covers damages (legal compensation for damages, litigation expenses, etc.) that may
be incurred in case any of the Directors who are insured receives a claim for damages arisingfrom acts (including omission) in the course of their duties at the Company, and the insurance
premium is fully paid for by the Company. However, there are certain exemptions, such as nocoverage for damages arising from willful neglect of duties, acts of unlawfully receiving
private gains or benefits, and criminal acts. If the above candidates are elected Directors andassume office, they will be insured under this directors and officers liability insurance
agreement, and the agreement is scheduled to be renewed under the same terms during theirterm of office.
Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has concluded
agreements with Mr. Unryu Ogawa and Mr. Masaki Nakamura, who are currently nonexecutive Directors of the Company, as well as Ms. Noriko Sakai and Mr. Masaaki Tsuruta,
who are currently Outside Directors of the Company, to limit their liability for damages
stipulated in Article 423, paragraph (1) of the Companies Act to the amount stipulated by laws
and regulations. If they are reappointed, the Company plans to maintain the liability limitationagreements with them. If Ms. Chizu Sekine is appointed, the Company also plans to conclude
the same liability limitation agreements with her.
The Company has notified Tokyo Stock Exchange Co., Ltd. of the appointment of Ms. Noriko
Sakai and Mr. Masaaki Tsuruta as Independent Directors as stipulated by the Exchange. If they
are reappointed, they will continue to assume their role as Independent Directors. If theappointment of Ms. Chizu Sekine is approved, the Company plans to designate her as an
Independent Director and notify the Exchange to that effect.
The number of shares held by the candidates indicated above represents the actual number ofshares held, including the shareholding in the name of the Officers’ Shareholding Associationof the Company. (The numbers are rounded down to the nearest whole share.)
The above information of career summary, current positions and responsibilities at theCompany, and significant concurrent positions of the candidates are as of the time of sending
this notice.

- 17 -

Proposal 2:

Election of one (1) Director who is an Audit and Supervisory Committee Member

Mr. Toshiyuki Uchino, who was one of Directors who are Audit and Supervisory Committee Members
elected at the 8th Annual Shareholders Meeting, will resign at the conclusion of this Annual Shareholders
Meeting. Accordingly, the Company proposes election of one (1) Director as his substitute, who will be an
Audit and Supervisory Committee Member, based on the deliberation by the Nomination andCompensation Committee.
In accordance with the articles of incorporation of the Company, the term of office of the Director
who is an Audit and Supervisory Committee Member elected at this Annual Shareholders Meeting as a
substitute for the predecessor who will resign before the expiration of his term shall be the remaining termof office of the predecessor.
The Audit and Supervisory Committee has consented to this proposal. The Audit and Supervisory
Committee examined this proposal after deliberation by the Nomination and Compensation Committee
and determined that the candidate for Director is qualified to serve as Director.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows.

Attributes

Name[New appointment]

Yuji Kamiya

Current position at the Company
Director[New appointment] Director candidate for new appointment- 18 -

Attendance at
the Board of
Directors
meetings
20/20

Name
(Date of birth)

Career summary, current positions and responsibilities at the Company,
and significant concurrent positions
April
June

April
April

April

April
Yuji Kamiya(September 12, 1957)

April[New appointment]

June[Attendance at theBoard of Directors
meetings]
100% (20/20)

June

April
[Years of service as a
Director (at theconclusion of thismeeting)]
6 years
April

April

April

1981 Joined Hitachi, Ltd.
2007 General Manager of Industrial Systems Accounting
Department, Finance Division, Power & Industrial
Systems Business Administration Division, Hitachi,
Ltd.
2009 Vice President of Finance Division, Industrial
Systems Group, Hitachi, Ltd.
2011 Vice President of Finance Division, the Rail Systems
Company, and Vice President of Finance Division,
the Industrial & Social Infrastructure Systems
Company, Hitachi, Ltd.
2012 Deputy General Manager of Omika Works,
Information & Control Systems Division, theInfrastructure Systems Company, Hitachi, Ltd.
2013 Vice President of Infrastructure Solutions Finance
Division, the Infrastructure Systems Company,
Hitachi, Ltd.
2014 Joined Hitachi Kokusai Electric Inc.
Corporate Officer and Vice President of Finance &Accounting Division2015 Executive Officer and Vice President of Finance &Accounting Division, Hitachi Kokusai Electric Inc.
2018 Director, Executive Vice President and Executive
Officer, and Vice President of Administration
Division, the Company (succeeded the Thin Film
Process Solutions business of Hitachi Kokusai
Electric Inc. through a company split)
2021 Director, Executive Vice President and Executive
Officer (Responsible for Corporate Management(Export Control, Legal Affairs, Intellectual Property,
Finance & Accounting, Human Resources &Corporate Administration), Ethics & Compliance, andInformation Security), the Company
2022 Director, Executive Vice President and Executive
Officer (Responsible for Finance & Accounting,Export Control, Legal Affairs, Intellectual Property,
Human Resources & Corporate Administration,
Ethics & Compliance, and Information Security), theCompany2023 Director, Executive Vice President and Executive
Officer (Responsible for Finance & Accounting,Export Control, Legal Affairs, Intellectual Property,
Human Resources & Corporate Administration, andEthics & Compliance), the Company (current
position)
2024 Director, the Company (current position)

Number ofshares of theCompany held

745 shares[Significant concurrent positions]
None[Reasons for nomination as a candidate for Director]
Mr. Yuji Kamiya has a high level of expertise in finance, accounting, and tax affairs. Serving as an executive
Director responsible for corporate management including legal affairs and human resources in addition to finance- 19 -

departments, he has a full understanding of the Company’s management conditions. The Company has nominatedhim as a candidate because it believes he can be expected to contribute to the Company’s management activities.

- 20 -

Notes: 1. There are no special interests between the candidate and the Company.
2. The Company has concluded a directors and officers liability insurance agreement stipulated
in Article 430-3, paragraph (1) of the Companies Act with an insurance company, naming
Directors of the Company as the insured. The directors and officers liability insurance
agreement covers damages (legal compensation for damages, litigation expenses, etc.) that may
be incurred in case any of the Directors who are insured receives a claim for damages arisingfrom acts (including omission) in the course of their duties at the Company, and the insurance
premium is fully paid for by the Company. However, there are certain exemptions, such as nocoverage for damages arising from willful neglect of duties, acts of unlawfully receiving
private gains or benefits, and criminal acts. If the above candidate is elected Director andassumes office, he will be insured under this directors and officers liability insurance agreement,
and the agreement is scheduled to be renewed under the same terms during his term of office.
3. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has concluded
agreements with Mr. Yuji Kamiya, who is currently a non-executive Director of the Company,
to limit his liability for damages stipulated in Article 423, paragraph (1) of the Companies Act
to the amount stipulated by laws and regulations. If he is appointed as Director who is an Audit
and Supervisory Committee Member, the Company plans to maintain the liability limitationagreements with him.
4. The above information of career summary, current positions and responsibilities at theCompany, and significant concurrent positions of the candidate is as of the time of sending thisnotice.
5. Mr. Yuji Kamiya is currently a Director of the Company. His attendance at the Board of
Directors meetings and years of service as a Director shown above are for his role as Director
who is not an Audit and Supervisory Committee Member.

- 21 -

Proposal 3:

Partial revision of performance-based stock remuneration plan for Directors

The amount of remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) was set at 1,000 million yen or less per year (including base salary of 200 million
yen or less for Outside Directors), which was approved at the 7th Annual Shareholders Meeting held on
June 28, 2022.
In addition, separately from the above remuneration limit, the Company obtained approval at the 7th
Annual Shareholders Meeting held on June 28, 2022 to introduce a stock-based remuneration plan as a
medium- to long-term performance-linked incentive for Directors who concurrently serve as executive
officers (excluding Directors who are Audit and Supervisory Committee Members. Hereinafter referred toas “Executive Officers and Concurrent Directors”) (hereinafter referred to as the “Plan”) with the structure
provided below:(i)

The Company grants the Company’s common shares and money to Executive Officers andConcurrent Directors under a performance share unit (“PSU”) plan, which is subject to theachievement of the Company’s medium- to long-term performance targets as well as continued
service for a certain period of time, and a restricted stock unit (“RSU”) plan, which is subject tocontinued service for a certain period of time.
(ii) The total amount of monetary remuneration claims and monetary remuneration to be paid to
Executive Officers and Concurrent Directors as medium- to long-term incentive shall be within theamount obtained by multiplying the price of the Company’s common shares at the time of sharedelivery (the closing price of the Company’s common shares on the Tokyo Stock Exchange on thebusiness day immediately preceding the date of the resolution of the Board of Directors pertaining to
the issuance or disposal (if no transaction is made on such business day, the closing price on theclosest preceding trading day)), and the number of shares (up to 450,000 shares (Note)) for eachapplicable period (the initial applicable period shall be three fiscal years from the fiscal year ended
March 31, 2023 to the fiscal year ending March 31, 2025, and from the fiscal year following the
fiscal year ended March 31, 2023 onward, the Plan may be carried out to the extent approved at the
7th Annual Shareholders Meeting held on June 28, 2022, with the three consecutive fiscal years fromthe new fiscal year as a new applicable period. The same applies hereinafter.).
(iii) The total number of the Company’s common shares to be delivered to Executive Officers andConcurrent Directors shall not exceed 270,000 shares (Note) during each applicable period.
(Note) However, if the total number of outstanding shares of the Company increases or decreases due toa consolidation or split of shares (including gratis allotment of shares), the maximum number ofshares shall be adjusted accordingly.
The roles and responsibilities of non-executive Directors have increased as economic climate andbusiness environment change. To secure and retain talents who are essential to the sustainable growth of
the Company, the Company proposes to extend the eligibility for the Plan from Executive Officers andConcurrent Directors to Directors who do not concurrently serve as Executive Officers (excluding Outside
Directors and Directors who are Audit and Supervisory Committee Members), without changing the
maximum amount of remuneration set forth in (ii) and (iii) above. The purpose of this proposal is to provide
incentives to Directors who do not concurrently serve as Executive Officers (excluding Outside Directors
and Directors who are Audit and Supervisory Committee Members) to continuously improve theCompany’s corporate value and further share value with shareholders. For Directors who do notconcurrently serve as Executive Officers (excluding Outside Directors and Directors who are Audit and- 22 -

Supervisory Committee Members), only the RSU plan will be applied as medium- to long-term
performance-based incentive and the PSU plan will not be applied.
The Company’s Board of Directors has established the “Policy for determining the details of
individual directors’ remuneration, etc.” for Directors excluding Directors who are Audit and Supervisory
Committee Members. If this proposal is approved as proposed and become effective, the Company plans
to amend this policy at the Company’s Board of Directors meeting to be held after the conclusion of thisAnnual Shareholders Meeting to ensure its consistency with the approved content. The policy for
determining the details of remuneration, etc. of individual directors who do not concurrently serve as
Executive Officers (excluding Outside Directors and Directors who are Audit and Supervisory Committee
Members) will be amended as follows.
[Policy for determining the details of remuneration, etc. of individual directors who do not concurrently
serve as executive officers (excluding outside directors and directors who are Audit and Supervisory
Committee Members)]
The Company determines the standard annual salary according to the level of responsibilities and otherfactors for Directors who do not concurrently serve as Executive Officers (excluding Outside Directors
and Directors who are Audit and Supervisory Committee Members) based on its management indicators
outlined in its business policies with an aim to achieve a globally competitive, performance-based
remuneration system, thereby attracting and retaining key talents both internally and externally.
Specifically, the Company intends to offer the renumeration package consisting of (i) a base salary as fixed
remuneration (monetary remuneration) and (ii) an incentive pay (limited to RSU) as a medium- to longterm performance-based remuneration (stock-based remuneration), which is linked to the Company’sbusiness performance and corporate value. The Company believes this remuneration structure can
incentivize Directors who do not concurrently serve as executive officers (excluding Outside Directors andDirectors who are Audit and Supervisory Committee Members) to further enhance corporate value overmedium to long term.
This proposal, as described above, is intended to extend the scope of the Plan without changing the
maximum remuneration amount set forth in (ⅱ) and (ⅲ) above. In addition, this proposal has been decided
by the Board of Directors based on a report from the Nominating and Compensation Committee after its
deliberations, in consideration of various factors including the extent of the Group’s social role andresponsibilities, the trends of companies in the semiconductor manufacturing equipment industry andothers competing in business and for human resources, and changes in the management structure andenvironment, including the progress of globalization. The content of this proposal is also consistent withthe policy amended as above. Thus, the Company considers this proposal is reasonable.
The number of Directors (excluding Directors who are Audit and Supervisory Committee Members)
now stands at seven (7) (of which four (4) Directors will be eligible for the Plan if this proposal is approved
as proposed). If Proposal 1 is approved as proposed, Directors (excluding Directors who are Audit andSupervisory Committee Members) will be eight (8) (of which five (5) Directors will be eligible for thePlan if this proposal is approved as proposed).

- 23 -

Overview of the Plan
(1) Classification of the Plan
The Plan consists of the following two plans.
1) The PSU Plan
The PSU Plan is a stock-based remuneration plan that grants the Company’s common shares andmoney to Directors (excluding Outside Directors and Directors who are Audit and Supervisory Committee
Members) (Hereinafter referred to as “Eligible Directors”) (limited to Executive Officers and Concurrent
Directors. The same shall apply hereinafter in Section (1) Item 1), Section (2) Item 1), and Section (3) Item1)) in accordance with the achievement rate of numerical targets for the Company’s performancepredetermined by the Board of Directors of the Company for the relevant performance evaluation period.
During the first fiscal year of the three consecutive fiscal years as determined by the Board of Directors(the initial applicable period is scheduled to be three fiscal years from the fiscal year ended March 31, 2023
to the fiscal year ending March 31, 2025, and from the fiscal year following the fiscal year ended March
31, 2023 onward, the PSU Plan may be carried out to the extent approved at the 7th Annual Shareholders
Meeting held on June 28, 2022, with the three consecutive fiscal years from the new fiscal year as a new
applicable period. Such three consecutive fiscal years shall hereinafter be referred to as the “Performance
Evaluation Period”), PSUs in the number determined by the Board of Directors of the Company will beallocated to Eligible Directors. All units will vest at the end of the Performance Evaluation Period, subject
to continued service during the period (excluding the period prior to the assumption of office as Director).
Accordingly, shares underlying the PSUs and cash will be paid after the end of the Performance Evaluation
Period.
2) RSU Plan
The RSU Plan is a stock-based remuneration plan that grants the Company’s common shares andmoney as predetermined by the Board of Directors to Eligible Directors. In three consecutive fiscal years
beginning with the fiscal year in which RSUs are allocated, RSUs in the number determined by the Boardof Directors will be allocated to Eligible Directors each year. One-third of the units will vest at the end ofeach fiscal year, subject to continued service during the period (excluding the period prior to the assumptionof office as Director). Accordingly, shares underlying the RSUs and cash will be paid after the end of eachsuch fiscal year.

- 24 -

(2) Structure of the Plan
1) PSU Plan(i) The Company’s Board of Directors shall determine the base amount in accordance with the level of
responsibilities of each Eligible Director and the number of units to be allocated to them (hereinafterreferred to as the “Target Number of Units Delivered” in Section (2) Item 1) and Section (3) Item 1))
and accordingly allocate units annually to each Eligible Director (hereinafter referred to as the “Target
Units Delivered” in Section (2) Item 1) and Section (3) Item 1)).
(ii) The Company’s Board of Directors shall determine, among other things, each numerical target for theCompany’s performance and the calculation method for the evaluation coefficient in accordance withthe target achievement rate used for the PSU Plan, as well as the formulas necessary for specificallycalculating the number of the Company’s common shares to be delivered and monetary amount to be
paid to Executive Officers and Concurrent Directors.
(iii) The Target Units Delivered to each Eligible Director will vest in full at the end of the three consecutive
fiscal years beginning with the fiscal year in which such units are allocated (“Performance Evaluation
Period”), subject to continued service during the period (excluding the period prior to the assumptionof office as Director).
(iv) After the end of the Performance Evaluation Period, the Company shall decide the number of theCompany’s common shares to be delivered and monetary amount to be paid to Eligible Directors.
Specifically, the number of units held by each Eligible Director is determined by multiplying the numberof the vested Target Units Delivered by an evaluation coefficient (within the range from 0% to 200%)
according to the achievement rate of each numerical target for the Company’s performance determinedby the Board of Directors.
(v) The Company pays, to each Eligible Director, monetary remuneration claims to be used as contribution
in kind corresponding to the number of the Company’s common shares to be delivered to each Eligible
Director determined in (iv) above, and each Eligible Director receives an allotment of the Company’scommon shares by providing the full amount of the monetary remuneration claims to the Company by
the method of the contribution in kind. The amount to be paid in for the Company’s common sharesshall be determined by the Company’s Board of Directors based on the closing price of the Company’scommon shares on the Tokyo Stock Exchange on the business day immediately preceding the date of
the resolution of the Board of Directors pertaining to the issuance or disposal (if no transaction is madeon such business day, the closing price on the closest preceding trading day. However, if the Company’scommon shares are not listed on the Tokyo Stock Exchange, it shall be the fair value of the Company’scommon shares as reasonably calculated by the Company at the time the units vest. Hereinafter referred
to as the “Share Price at the time of delivery”) within a range that is not especially advantageous to
the Eligible Directors subscribing to the Company’s common shares.
(vi) In order to secure tax payment funds arising from the delivery of the Company’s common shares as
described in (v) above, the Company will pay to each Eligible Director the monetary amount determinedin (iv) above, in addition to the monetary remuneration claims described above.
2) RSU Plan(i) The Company’s Board of Directors shall determine the base amount in accordance with the level of
responsibilities of each Eligible Director and the number of units to be allocated to them (hereinafterreferred to as the “Target Number of Units Delivered” in Section (2) Item 2) and Section (3) Item 2))
and accordingly allocate units annually to each Eligible Director (hereinafter referred to as the “Target
Units Delivered” in Section (2) Item 2) and Section (3) Item 2)).

- 25 -

(ii) The Target Units Delivered to each Eligible Director will vest in one-third increments at the end ofeach of the three consecutive fiscal years beginning with the fiscal year in which such units are allocated,subject to continued service during such period (excluding the period prior to the assumption of officeas Director).
(iii) After the end of each such fiscal year, the Company shall decide the number of the Company’s commonshares to be delivered and monetary amount to be paid to each Eligible Director based on the numberof vested Target Units Delivered.
(iv) The Company pays, to each Eligible Director, monetary remuneration claims to be used as contribution
in kind corresponding to the number of the Company’s common shares to be delivered to each Eligible
Director determined in (iii) above, each Eligible Director receives an allotment of the Company’scommon shares by providing the full amount of the monetary remuneration claims to the Company by
the method of the contribution in kind. The amount to be paid in for the Company’s common sharesshall be determined by the Company’s Board of Directors based on the Share Price at the time ofdelivery within a range that is not especially advantageous to the Eligible Directors subscribing to theCompany’s common shares.
(v) In order to secure tax payment funds arising from the delivery of the Company’s common shares as
described in (iv) above, the Company will pay to each Eligible Director the monetary amountdetermined in (iii) above, in addition to the monetary remuneration claims described above.

- 26 -

(3) The method for calculating the number of the Company’s common shares to be delivered and themonetary amount to be paid to each Eligible Director under the Plan
The Company shall calculate the number of the Company’s common shares to be delivered and themonetary amount to be paid to each Eligible Director based on the following procedure.
1) PSU Plan(i) In the first fiscal year of the three consecutive fiscal years determined by the Company’s Board of
Directors, the Company shall allocate to each Eligible Director Target Units Delivered in the number
obtained by dividing the base amount (Note 1) by the share price at the time of unit allocation (Note2) (any fraction less than one unit shall be rounded down).
(ii) After the three consecutive fiscal years beginning with the fiscal year in which Target Units Delivered
are allocated (“Performance Evaluation Period”), the number of units held by each Eligible Director
will be determined by multiplying the number of Target Units Delivered that have vested among theunits allocated to each Eligible Director as stated in (i) above by an evaluation coefficient (within therange from 0% to 200%) according to the achievement rate of each numerical target for the Company’s
performance determined by the Board of Directors.
(iii) Each vested unit held by each Eligible Director as stated in (ii) above shall be equivalent to one
common share of the Company. 60% of the vested units will be delivered in the form of the Company’scommon shares (any fraction of less than one share shall be rounded down) and the remaining 40%
will be paid in monetary terms based on the Share Price at the time of delivery (any fraction of lessthan one yen shall be rounded down). The formulas for calculating the number of the Company’scommon shares to be delivered and the monetary amount to be paid to each Eligible Director are as
follows.
(a) Number of the Company’s common shares to be delivered
Target Number of Units Delivered x evaluation coefficient x 60%(b) Monetary amount to be paid
(Target Number of Units Delivered x evaluation coefficient - the Company’s common shares to bedelivered) x Share Price at the time of delivery(Notes) 1. The base amount shall be determined by the Company’s Board of Directors in accordancewith the level of responsibilities of each Eligible Director.
2. The share price at the time of unit allocation shall be the average closing price of theCompany’s common shares for one month period immediately preceding the date ofresolution by the Company’s Board of Directors regarding the number of units to be allocated.
However, if the Company’s common shares are not listed on the Tokyo Stock Exchange, it
shall be the fair value of the Company’s common shares as reasonably calculated by theCompany at the time the number of units to be allocated is determined.
2) RSU Plan(i) In each fiscal year, the Company allocates to each Eligible Director Target Units Delivered in thenumber obtained by dividing the base amount (Note 3) by the share price at the time of unit allocation(Note 4). (Any fraction of less than one unit shall be rounded down.)(ii) Each vested unit, among the units allocated to each Eligible Director as stated in (i) above, shall beequivalent to one common share of the Company. (The number of vested units each year is equivalent
to one-third of the Target Number of Units Delivered.) After the end of each of the three consecutive
fiscal years beginning with the fiscal year in which Target Units Delivered are allocated, 60% of the- 27 -

vested units will be delivered in the form of the Company’s common shares (any fraction of less than
one share shall be rounded down) and the remaining 40% will be paid in monetary terms based on the
Share Price at the time of delivery (any fraction of less than one yen shall be rounded down). The
formulas for calculating the number of the Company’s common shares to be delivered and themonetary amount to be paid to each Eligible Director are as follows.
(a) Number of the Company’s common shares to be delivered each fiscal year
(Target Number of Units Delivered x 1/3) x 60%(b) Monetary amount to be paid each fiscal year
(Target Number of Units Delivered x 1/3 - the Company’s common shares to be delivered) x
Share Price at the time of delivery(Notes) 3. The base amount shall be determined by the Company’s Board of Directors in accordancewith the level of responsibilities associated with the position of each Eligible Director.
4. The share price at the time of unit allocation shall be the average closing price of theCompany’s common shares for one month period immediately preceding the date ofresolution by the Company's Board of Directors regarding the number of units to be allocated.
However, if the Company’s common shares are not listed on the Tokyo Stock Exchange, it
shall be the fair value of the Company’s common shares as reasonably calculated by theCompany at the time the number of units to be allocated is determined.
(4) Requirements for granting the Company’s common shares and money to Eligible Directors
Under the Plan, the Company grants the Company’s common shares and money to each Eligible
Director (limited to Executive Officers and Concurrent Directors. The same shall apply hereinafter for the
PSU plan) if the following requirements are met. The Company’s common shares shall be delivered bymeans of the issuance of new shares or the disposal of treasury shares by the Company. Eligible Director
subscribing to the Company’s common shares and the offering related to such issuance of shares or the
disposal of treasury shares shall be determined at a meeting of the Board of Directors of the Company after
the applicable units vest in accordance with the requirements set forth in (i) through (iii) below and thecalculation method set forth in (3) above.
(i) The Eligible Director has served the position of an Officer, etc. (Directors, executive officers,
Corporate Officers, and other positions recognized as Officers under the internal rules of the Company
are collectively referred to as “Officers, etc.”; the same shall apply hereinafter) or an employee of theCompany or its subsidiaries throughout the three consecutive fiscal years beginning with the fiscal
year in which Target Units Delivered are allocated or, in the case of the RSU Plan, in each of the threefiscal years (excluding the period prior to the assumption of office as Director).
(ii) There were no illegal acts, etc. determined by the Company’s Board of Directors.
(iii) Other requirements necessary to achieve the purpose of the Plan as determined by the Company’s
Board of Directors are satisfied.
(Note)

Notwithstanding (i) above, in the event that an Eligible Director loses his/her position as an
Officer, etc. or employee of the Company or its subsidiary during the applicable period(hereinafter referred to as “resignation or retirement”), only in the event of resignation orretirement for reasons predetermined by the Board of Directors of the Company, he/she shall be
granted the Company common shares or cash, or both, through a reasonable method determinedby the Board of Directors of the Company for each such event.
In the event of certain events as determined by the Board of Directors of the Company, such as
illegal or fraudulent acts or material revisions to financial statements, the Company will not, in- 28 -

whole or in part, deliver the Company’s common shares or cash under the Plan to such Eligible
Director, or may demand the return of such shares or cash.

- 29 -

[Reference] Skill Matrix – Planned after this Annual Shareholders Meeting
Enhancement of corporate
Value

●

●

●

●

●

●

●

●

●

●

Directors (Audit andSupervisory Members)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

DX/IT

●

Sales

●

●

Production/quality assurance/supply
chain management●

Service strategy●●

Business strategy●

Business Promotion

Global

●R&D/design●

Knowledge of the semiconductor
industry●

Human resources●

Legal affairs/risk management

Internal control/corporate
governance

Finance/accounting

Directors

Fumiyuki
Kanai
Unryu
Ogawa
Hidehiro
Yanagawa
Kazunori
TsukadaMasakiNakamura
Noriko Sakai
OutsideIndependent
FemaleMasaakiTsuruta
OutsideIndependent
Chizu Sekine
OutsideIndependent
FemaleYuji
KamiyaHitoshi
Kumagai
OutsideIndependent
Hirohito
NakadaOutsideIndependent

Corporate management

Name

Company’s sustainablegrowth

●

●

●

●

●

●

●

●

●

●

●

●

●

*The above table does not list all of the expertise and experience of the director nominees and directors.

- 30 -