Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

Securities identification code: 8137
Date of sending by postal mail: June 7, 2024
Start date of measures for electronic provision: June 3, 2024
To our shareholders:
Akihiro Matsuo, President and Representative Director
SUN-WA TECHNOS CORPORATION
3-1-1, Kyobashi, Chuo-ku, TokyoNOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 76th Ordinary General Meeting of Shareholders of SUN-WA TECHNOSCORPORATION (the “Company”), which will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information on theCompany’s website. Please access the website by using the Internet address shown below to review the information.
The Company’s website:
https://www.sunwa.co.jp/ (in Japanese)(Please access the above website and select “Investor Relations,” “IR Library,” and “General Meeting ofShareholders Information” from the menu.)
In addition to the Company’s website, the items for which measures for providing information in electronic format
are to be taken are also posted on Tokyo Stock Exchange (TSE) website, which can be found at the following link.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter “Sun-Wa Technos Corporation” in “Issue
name (company name)” or the Company’s securities code “8137” in “Code,” and click “Search.” Then, click “Basicinformation” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)Instead of attending the meeting in person, you may exercise your voting rights via the Internet or in writing (bypostal mail). Please review the attached Reference Documents for the General Meeting of Shareholders (in Japaneseonly), indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form enclosed with thisNotice of Convocation and send it by postal mail to reach us no later than 5:30 p.m. on Monday, June 24, 2024 (JST).
If you wish to exercise your voting rights via the Internet, please do so on the voting website designated by theCompany (https://www.web54.net (in Japanese)) no later than the aforementioned date and time. For details
regarding the exercise of voting rights via the Internet, please read Information on Online Voting and Registration ofQuestions in Advance on pages 4 to 5 (in Japanese only).

-1-1. Date and Time: Tuesday, June 25, 2024, at 10:00 a.m. (JST)(Reception opens at 9:15 a.m.)
2. Venue:
Fifth floor of the Tokyo Convention HallTokyo Square Garden Building, 3-1-1, Kyobashi, Chuo-ku, Tokyo
3. Agenda of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 76th Term (from April 1, 2023 to March 31,2024), as well as the results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the 76th Term (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal
Election of Seven Directors (excluding Directors who are Audit & Supervisory
Committee Members)
4. Instructions on Exercise of Voting Rights
Please refer to the Instructions on Exercise of Voting Rights (in Japanese only).
Institutional investors may use the electronic voting platform for institutional investors operated by ICJ, Inc.
- When attending the meeting, please submit the Voting Rights Exercise Form enclosed with this Notice of Convocation at the reception
desk.
- At this General Meeting of Shareholders, regardless of whether or not a request for the issuance of paper-based documents has been
made, the Company will uniformly send out documents containing the items for which measures for providing information inelectronic format are to be taken.
Of the items for which measures for providing information in electronic format are to be taken, the following items are not includedin the document to be sent in accordance with laws and regulations and Article 18 of the Company’s Articles of Incorporation.
“System to Ensure the Properness of Business Operations and the Operational Status of that System” in the Business Report
“Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated FinancialStatements
“Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements are part of thedocuments audited by the Accounting Auditor during the preparation of the accounting audit reports and by the Audit & Supervisory
Committee during the preparation of the audit reports.
- In the event of any modification to the items for which measures for providing information in electronic format are to be taken, anotice including the items before and after the modification will be posted on the Company’s website and the TSE website indicatedon the previous pages.
- In order to help energy conservation, please wear casual clothing to attend the meeting.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal

Election of Seven Directors (excluding Directors who are Audit & Supervisory CommitteeMembers)

At the conclusion of this General Meeting of Shareholders, the terms of office of all Seven Directors (excludingDirectors who are Audit & Supervisory Committee Members; the same applies to the rest of this proposal) will expire.
Therefore, the Company proposes the election of Seven Directors.
This proposal was examined by the Audit & Supervisory Committee, but they have expressed no opinion.
Candidates for Director are as follows:No.

NameRe-electionAttendance atBoard of Directors
meetings
11/11

Re-election

11/11

Re-election

11/11

Re-election

11/11

Re-election

11/11

Current position in the Company

1

Hiroyuki Tanaka

Chairman and Representative Director
President and Representative Director
President and Executive Officer
General Manager of Sales Div.
Director and Managing Executive Officer
Manager of Machinery & Electronic Dept.,
Sales Div.
Director and Senior Executive Officer
General Manager of Innovation Div.
General Manager of PC Innovation Dept.
Director and Executive Officer
General Manager of Nagoya Office
Manager of Sales Management Dept.,
Nagoya Office

2Akihiro Matsuo

3

Hideaki Uesaka

4Takashi Hirano

5Yoichi Echigo

6Ichiro Kusanagi

External Director

7

Atsuko Sakamoto

External Director

Re-election: Candidate for Director to be re-elected
External: Candidate for External Director
Independent: Independent officer as defined by the securities exchange-3-Re-election
External
IndependentRe-election
External
Independent

10/11

11/11

No.

1

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1979
Joined the Company
Apr. 2004
General Manager of Nagoya BranchJune 2006
DirectorJune 2008
Managing Director
General Manager of Sales Div.
Manager of Electronics Dept., Sales Div.
Manager of Electronics Sales Dept.
Manager of Sales Development Dept.
Manager of Sales Promotion Dept.
Hiroyuki TanakaApr. 2011
Manager of International Procurement Dept.
(March 4, 1957)
July 2013
Manager of Customer Sales Dept.
June 2014
Senior Managing Director
Re-election
104,564
Deputy General Manager of Sales Div.
Attendance at Board ofJune 2016
Director and Senior Managing Executive
Directors meetings: 11/11Officer(100%)
General Manager of Sales Div.
June 2017
President and Representative Director
June 2020
President and Executive Officer
June 2022
Chairman, President and RepresentativeDirectorJune 2023
Chairman and Representative Director (currentposition)
Significant concurrent positions outside the Company–Reasons for nomination as candidate for Director
Candidate Hiroyuki Tanaka has extensive experience and in-depth insight into corporate management, having been
involved in the management of the Group since his appointment as a Director of the Company in 2006. The Company
judged him as capable to continue strengthening the decision-making function of the Board of Directors andcontributing to the enhancement of the Group’s corporate value in the future and renominated Mr. Tanaka as acandidate for Director of the Company.
Name(Date of birth)

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No.

23

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1984
Joined the Company
Oct. 2011
Manager of Electronics Sales Dept.
Oct. 2015
Director and Vice President of SHANGHAI
SUN-WA TECHNOS CO., LTD. (temporarytransfer)
Apr. 2018
Executive Officer of the Company
Director and President of SHANGHAI SUNWA TECHNOS CO., LTD. (temporary transfer)
June 2020
Director and Senior Executive Officer
Executive Manager of Chinese Regional
Akihiro MatsuoHeadquarters(August 11, 1961)
Executive Manager of Asia-Pacific Regional
Headquarters
Re-election
Representative Director and President of
32,000SHANGHAI SUN-WA TECHNOS CO., LTD.
Attendance at Board of(temporary transfer)
Directors meetings: 11/11
June 2021
Manager of Electronics Dept., Sales Div.
(100%)
June 2022
Representative Director and Senior Managing
Executive Officer
June 2023
President and Representative Director (currentposition)
President and Executive Officer (currentposition)
General Manager of Sales Div. (currentposition)
Significant concurrent positions outside the Company–Reasons for nomination as candidate for Director
Candidate Akihiro Matsuo has been involved in the management of overseas subsidiaries and has experience in leadingbusiness expansion in China and the Asia Pacific region. Since being appointed as a Director of the Company in 2020,
he has been involved in the management of the Group, and he has also implemented business activities aimed atexpanding earnings as General Manager of the Sales Division since 2023. The Company judged him as capable tocontinue demonstrating strong leadership and contributing to sustainable development in the future and renominated
Mr. Matsuo as a candidate for Director of the Company.
Apr. 1985
Joined the Company
Apr. 2009Manager of Mechatronics Sales Dept.
Apr. 2013
General Manager of Kyoto Branch
Apr. 2018
Executive Officer
General Manager of Kansai OfficeHideaki Uesaka
Apr. 2020
Manager of Sales Management Dept., Kansai(July 2, 1962)
OfficeRe-election
June 2020
Senior Executive Officer
24,100June 2021
Director and Senior Executive Officer
Attendance at Board ofManager of Machinery & Electronic Dept.,
Directors meetings: 11/11
Sales Div. (current position)(100%)
Oct. 2021
In charge of Solution Sales
June 2022
Director and Managing Executive Officer(current position)
Significant concurrent positions outside the Company–Reasons for nomination as candidate for Director
Candidate Hideaki Uesaka has held key positions in sales divisions for many years and was appointed as a Director ofthe Company in 2021. He has extensive experience as head of the Machinery & Electronic Department and a record ofleadership in the solutions business. The Company judged him as capable to continue contributing to businessexpansion in the future through utilization of the knowledge he has developed to date and renominated Mr. Uesaka as acandidate for Director of the Company.
Name(Date of birth)-5-No.

456

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1994
Joined the Company
July 2014
General Manager of Tokyo-Nishi Branch
Apr. 2018
General Manager of Kanto Office
Takashi Hirano
Oct. 2019
Manager of Tokyo Sales Dept., Kanto Office(February 5, 1971)
June 2021
Director and Executive Officer
June 2022
Director and Senior Executive Officer (currentRe-election
18,100position)
Apr. 2023
General Manager of Innovation Div. (currentAttendance at Board ofposition)
Directors meetings: 11/11
Oct.
2023
General Manager of PC Innovation Dept.
(100%)(current position)
Significant concurrent positions outside the Company–Reasons for nomination as candidate for Director
Candidate Takashi Hirano has held key positions in sales divisions for many years and was appointed as a Director ofthe Company in 2021. He has been involved in the management of the Group and has a record of leadership in theengineering business. In addition, since 2023, he has been in charge of strategy planning and promotion in theinnovation business. The Company judged him as capable to continue contributing to business expansion in the futureand renominated Mr. Hirano as a candidate for Director of the Company.
Apr. 1985
Joined the Company
June 2008
General Manager of Kyoto Branch
Apr. 2013
Manager of Mechatronics Sales Dept.
Yoichi Echigo
June 2016
General Manager of Osaka Branch(August 3, 1962)
Apr. 2018
General Manager of Fukuoka Branch
June 2020
Executive Officer, General Manager of Nagoya
Re-election
18,608
Office (current position)
Aug. 2021
Manager of Management Dept., Nagoya OfficeAttendance at Board of(currently Manager of Sales Management
Directors meetings: 11/11
Dept., Nagoya Office) (current position)(100%)
June 2022
Director (current position)
Significant concurrent positions outside the Company–Reasons for nomination as candidate for Director
Candidate Yoichi Echigo has a record of achievement in business activities aimed at expanding earnings in sales
divisions over many years. He has been involved in the management of the Group since being appointed as a Directorof the Company in 2022. The Company judged him as capable to continue contributing to strengthening the Group’s
sales base in the future and renominated Mr. Echigo as a candidate for Director of the Company.
Apr. 1987Registered as an attorney at law
Ichiro Kusanagi
Joined Sugawara Law Office(May 8, 1956)
Apr. 1992
Established Kusanagi Ichiro Law OfficeRe-election(current position)
900
ExternalJune 2021
External Director of the Company (currentIndependentposition)
Significant concurrent positions outside the Company
Attendance at Board ofAttorney at Law of Kusanagi Ichiro Law OfficeDirectors meetings: 10/11 (91%)
Reasons for nomination as candidate for External Director and summary of expected roles
The Company has renominated Ichiro Kusanagi as a candidate for External Director, expecting that, based on hisextensive experience and broad knowledge as a lawyer, he will strengthen the function of the Board of Directors andsupervise the execution of business, etc., from an independent perspective.
Although Mr. Kusanagi has not been involved in corporate management other than by serving as an outside officer, theCompany has judged that his deep knowledge of corporate law as an attorney at law enables him to appropriately
execute the duties of an External Director of the Company.
Name(Date of birth)-6-No.

7

Notes:

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1983
Joined Japan Airlines Co., Ltd.
Apr. 1991
Joined BASF Japan Ltd.
Atsuko SakamotoFeb. 1995
Founded Prime (currently CEO of Prime Time,(October 15, 1962)
Inc.) (current position)
June 2022
External Director of the Company (currentRe-electionposition)
External300
Mar. 2024
Outside Director (Audit & Supervisory
IndependentCommittee Member) of EBARA JITSUGYO
CO., LTD. (current position)
Attendance at Board of
Significant concurrent positions outside the Company
Directors meetings: 11/11
CEO of Prime Time, Inc.
(100%)
Outside Director (Audit & Supervisory Committee Member) of
EBARA JITSUGYO CO., LTD.
Reasons for nomination as candidate for External Director and summary of expected roles
The Company has renominated Atsuko Sakamoto as a candidate for External Director, expecting that, based on her
extensive experience and broad knowledge as a human resources development specialist, she will strengthen thefunction of the Board of Directors and supervise the execution of business, etc., from an independent perspective.
1. There is no special interest between any of the candidates for Director and the Company.
2. The Company has entered into a directors’ and officers’ liability insurance policy with an insurance company as provided
for in Article 430-3, paragraph (1) of the Companies Act. The scope of the insured of the aforementioned insurance is all
officers of the Company (including Executive Officers), for whom the Company fully bears the insurance premium costs.
The insurance policy covers the costs of litigation and compensation for damages in a case where a claim for damages ismade during the insurance period as a result of the execution of duties by the insured.
However, in order for the properness of duties of the insured officers not to be impaired by the contract, the insurance
policy shall not cover any costs incurred from an act disturbing public order. If the re-election of each candidate is approved
as proposed, the Company plans that they will continue to be the insured of the aforementioned insurance.
3. Special notes on the candidates for External Director are as follows:(1) Limited liability agreements with External Directors
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into a limited
liability agreement with candidates Ichiro Kusanagi and Atsuko Sakamoto to limit their liability for damages underArticle 423, paragraph (1) of the same Act. Liability pursuant to this agreement will be restricted to the statutory
minimum liability amount. If they are re-elected, the Company plans to renew this agreement with them.
(2) Terms of office of External Directors
Mr. Kusanagi is currently an External Director of the Company, and at the conclusion of this General Meeting ofShareholders, his tenure will have been three years. Ms. Sakamoto is currently an External Director of the Company,and at the conclusion of this General Meeting of Shareholders, her tenure will have been two years.
(3) Notification concerning the designation as an independent officer
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Kusanagi and Ms. Sakamoto havebeen designated as independent officers as provided for by the aforementioned exchange. If their re-elections areapproved as proposed, the Company plans for their designations as independent officers to continue.
Name(Date of birth)-7-(Reference) Skill Matrix of Directors (If each candidate is elected at this General Meeting of Shareholders)
The Board of Directors of the Company shall consist of individuals with expert knowledge and experience related tocorporate management in each field.
Among these, fields that are especially related to corporate management are defined below, and the Company expects
each Director to fully utilize their abilities.
Moreover, the following structure of the Board of Directors has been created based on the assumption that all
proposals for the election of directors are approved at this General Meeting of Shareholders as proposed.
Fields that are Especially NeededCorporateDirector

Management
ManagementSalesGlobal

Engineering

Accountingand Finance

LawPersonnel

●

●

IT

Strategy

Hiroyuki Tanaka(Age: 67)●●●

Akihiro Matsuo(Age: 62)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Hideaki Uesaka(Age: 61)
Takashi Hirano(Age: 53)
Yoichi Echigo(Age: 61)
Ichiro Kusanagi(Age: 68)

External
Independent●

Atsuko Sakamoto

External
Independent●

Audit & Supervisory
Committee Member●●

Audit & Supervisory
Committee Member
External
Independent●●

Audit & Supervisory
Committee Member
External
Independent●●(Age: 61)
Kazuya Hanayama(Age: 63)Akira Yamaguchi(Age: 66)

Rie Koh(Age: 52)

●●●

●

●

* The above list only includes the main skills that each candidate is expected to possess. Ages are as of the holding of this General
Meeting of Shareholders.

-8-