This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Securities Code: 6924
June 5, 2020

To Our Shareholders:
1-1-7, Higashi-Nihonbashi, Chuo-ku, Tokyo

IWASAKI ELECTRIC CO., LTD.
Yoshitake Ito,
President and Chief Executive Officer

Notice of the 105th Ordinary General Meeting of Shareholders
The Company would hereby like to inform you that the Company’s 105th Ordinary General Meetingof Shareholders will be held as described below.
Instead of attending the meeting on the date, you may also exercise your voting rights in writing.
We kindly request you to read the following Reference Document for the Ordinary General
Meeting of Shareholders, indicate “for” or “against” on each agenda item on the voting form
enclosed herewith, and return it no later than 5:20 p.m., June 24, 2020 (Wednesday).
Sincerely yours,

1.

Date:

10:00 a.m., June 25 (Thursday), 2020

2.

Venue:

3rd Floor, Convention Hall, SUNRISE Bldg.
11-12, Nihonbashi-Tomizawacho, Chuo-ku, Tokyo

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:

The business report, the consolidated financial statements
and the results of consolidated financial statement audits by
the Accounting Auditor and the Audit & Supervisory Boardfor the 105th business period (April 1, 2019 to March 31,
2020)
The non-consolidated financial statements for the 105th
business period (April 1, 2019 to March 31, 2020)

Appropriation of Retained Earnings
Election of Seven (7) Directors
Election of One (1) Audit & Supervisory Board Member
Election of One (1) Substitute Audit & Supervisory Board
Member-1-

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

4.

Disclosure by the Internet:
Of the documents to be provided with this notice, the Notes to the Consolidated Financial
Statements and the Notes to the Non-Consolidated Financial Statements are not provided in
the documents with this notice because they have been posted on the Company’s website(https://www.iwasaki.co.jp/), pursuant to the provisions of applicable laws and regulations andArticle 14 of the Articles of Incorporation.
The Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated
Financial Statements were audited as part of the consolidated financial statements and nonconsolidated financial statements when the Accounting Auditor and Audit & Supervisory
Board Members prepared the Audit Report.

◎

When you attend the meeting, we kindly request that you submit the enclosed voting form to
the receptionist at the venue.
If there are any revisions to the Reference Document for the Ordinary General Meeting of
Shareholders, the business report, and/or the non-consolidated and the consolidated financial
statements, such revisions will be listed on the Company’s website. (URL:
https://www.iwasaki.co.jp/)◎

At the venue of the meeting, we will save energy by adjusting the air conditioning and lighting,while wearing light clothing (cool biz, a campaign of the Japanese government). Shareholders
are kindly asked to be lightly dressed as well.

◎

Please understand that the Company decided to abolish the practice of presenting a gift toattendants of the Ordinary General Meeting of Shareholders.

◎

When you attend the meeting on the day, from the viewpoint of preventing the spread of thedisease (COVID-19) caused by the new coronavirus, please bring and wear a mask. We willconduct a body temperature check at the entrance area, and may refuse entry to the venue topersons in ill health.

◎

On the day at the venue, the staff of the Ordinary General Meeting of Shareholders will
undergo a health checkup including a body temperature check, and wear a mask to performtheir duties.

-2-

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Reference Document for the Ordinary General Meeting of Shareholders
Agenda No. 1: Appropriation of Retained Earnings
The dividend policy of the Company aims for the continued and stable payment of dividends
as the basic principle. Hence, we determine dividends by considering earnings and the businessconditions of the fiscal year under review, while taking into account the internal reserves
needed in preparation for business development in the future.
We propose the year-end dividend for the fiscal year under review as follows.
Year-end Dividend
1)Type in which dividends are paid
Cash payment

2)3)

Allocation of dividends and total amount of dividends
Common share of the Company

40 yen per common share

The total amount of dividends

307,512,360 yen

Effective date on which dividends are disbursed from retained earnings
June 26, 2020-3-

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Agenda No. 2: Election of Seven (7) Directors
The terms of all seven (7) Directors will expire at the close of this Ordinary General Meetingof Shareholders. Accordingly, we request the election of seven (7) Directors (two of whom are
Outside Directors).
The candidates for Directors are as follows.

Candidate
No.

Name

Current position

Category

1

Yoshitake Ito

President and Chief Executive Officer(Reappointment)

2

Masanori Kato

Director, Senior Executive Officer(Reappointment)

3

Makoto Inamori

Director, Senior Executive Officer,
General Manager of Saitama Plant(Reappointment)

4

Sumio Uehara

Director, Senior Executive Officer,
General Manager of Applied Optics
and Environment Business Unit

(Reappointment)

5

Kenji Oya

Outside Director

6

Tsuneo Tanai

Outside Director

7

Seiji Aoyama

Senior Executive Officer, Deputy
General Manager of Lighting
Business Unit

(Reappointment)(Outside)(Independent)(Reappointment)(Outside)(Independent)(New appointment)(Reappointment):

Candidate for reappointment as Director(New appointment):

Candidate for new appointment as Director(Outside):

Candidate for Outside Director(Independent):

Candidate for Independent Director in accordance with the rules of theTokyo Stock Exchange-4-This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2006

1

Joined the Company
General Manager of Sales Management
Department, Domestic Sales Business
Division
July 2007
General Manager of Corporate Planning
Department, Administration Division
June 2012
Executive Officer and General Manager of
Administration Division
October 2012 Executive Officer and General Manager of
Administration Division and General
Affairs Division
Yoshitake Ito April 2013 Executive Officer and General Manager ofApplied Optics Business Division(May 11, 1958)
Reappointment April 2015 Senior Executive Officer and General
Manager of Applied Optics Business[Attendance at the Boardof Directors meetings
9,300 shares
Division
during the fiscal year
under review]
June 2015
Director, Senior Executive Officer, and13 times
General Manager of Applied Optics
out of 13 meetings
Business Division(100.0%)April 2016 President and Chief Executive Officer
April 2019 President and Chief Executive Officer andGeneral Manager of Lighting Business
Unit (current position)[Reason for selecting him as a candidate for Director]
He assumed the position of President and Chief Executive
Officer in April 2016, after working in the sales division,
the management divisions including the corporate
planning division and the applied optics business division.
We have judged that, by utilizing his experience andknowledge, he would be capable of contributing tomanagement of the Company.

-5-This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2009

2

Joined The Dai-Ichi Kangyo Bank, Ltd.
General Manager of International Credit
Division of Mizuho Corporate Bank, Ltd.
(current Mizuho Bank, Ltd.)
June 2011
General Manager of International Sales
Department of the Company
April 2012 General Manager of Finance &Accounting Department
June 2013
Director and General Manager of
Administration Division
April 2017 Director, Senior Executive Officer incharge of Corporate Management
Division, Information System Division,and Finance & Accounting Division
Masanori Kato
(October 19, April 2018 Director, Senior Executive Officer,
General Manager of Lighting Solutions
1959)
Business Unit and in charge of Finance &Reappointment
Accounting Division[Attendance at the Board
4,300 sharesof Directors meetings April 2019
Director, Senior Executive Officer, induring the fiscal year
charge of Intellectual Property & Legal
under review]
Division, Customer Support Center, and13 times
Finance & Accounting Division (current
out of 13 meetings(100.0%)position)[Reason for selecting him as a candidate for Director]
Since he joined the company following his career inbanking, he has worked in the international business andthe finance and corporate management divisions. He iswell versed in new channel development in private sectors
including those for overseas businesses, and also
operations of business organizations, where he is
responsible for development, manufacturing and sales. He
has been appropriately performing his functions and duties
as an officer in charge of the intellectual property & legal,
the CS and the finance divisions.
We have judged that, by utilizing his abundant experienceand knowledge, he would be capable of continuing to
make contributions to management of the Company.

-6-

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1979

3

Joined the Company

October 2008 General Manager of Technical Service
Division
June 2012
Executive Officer, General Manager ofTechnology Division
April 2015 Senior Executive Officer, General
Manager of Technology Division
April 2017 Senior Executive Officer in charge ofIntellectual Property & Legal Division,
Quality Assurance Division, Research &Development Division, Technical Service
Makoto Inamori
Division, and Evaluation Test Center(November 21,
June 2018
Director, Senior Executive Officer in1958)
charge of Intellectual Property & Legal
Reappointment
Division, Quality Assurance Division,[Attendance at the Board
1,700 shares
Evaluation Test Center, Research &of Directors meetings
during the fiscal year
Development Division, and Technicalunder review]
Service Division
13 times
April 2019 Director, Senior Executive Officer,out of 13 meetings(100.0%)General Manager of Saitama Plant, incharge of Quality Assurance Division,
Evaluation Test Center, and Production
Engineering Division (current position)[Reason for selecting him as a candidate for Director]
He has obtained abundant business experience throughmany years of engagement in the technical service
division, started his tasks as the General Manager of the
manufacturing plant in April, 2019, and is well versed inbusiness. We have judged that, by utilizing such
experience and knowledge, he would be capable ofcontributing to management of the Company.

-7-

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2006
April 2010
April 2012

Joined the Company
General Manager of Motion Picture Light
Source Division, Light Source Department
General Manager of Production
Engineering Division
General Manager of Motion Picture Light
Source Division, Applied Optics Business
Division

April 2014

4

Executive Officer and Deputy General
Manager of Applied Optics Business
Division
Sumio Uehara April 2016 Executive Officer and General Manager ofApplied Optics and Environment Business(May 15, 1960)
Unit
Reappointment
Senior Executive Officer, General[Attendance at the Board April 2017Manager of Applied Optics andof Directors meetings
during the fiscal year
Environment Business Unit and General
under review]
Manager of Saitama Plant
10 times
April 2019 Senior Executive Officer and Generalout of 10 meetings(100.0%)Manager of Applied Optics andEnvironment Business Unit
June 2019
Director, Senior Executive Officer andGeneral Manager of Applied Optics andEnvironment Business Unit (current
position)[Reason for selecting him as a candidate for Director]
He has obtained abundant business experience throughmany years of engagement in the applied optics divisionand production engineering division, and is well versed inbusiness. We have judged that, by utilizing such
experience and knowledge, he would be capable ofcontributing to management of the Company.

-8-

700 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1972

5

Joined Nihon Denso Corporation (current
DENSO CORPORATION)
January 1997 General Manager of New Businesses andSales Department of DENSOCORPORATION
June 2000
Director of DENSO CORPORATION
June 2004
Executive Director of DENSO
Kenji OyaCORPORATION(November 4, June 2007
Senior Executive Director of DENSO
1949)
CORPORATION
Reappointment June 2009
Executive Vice President of DENSO
OutsideCORPORATION
Independent June 2010
President and CEO of ASMO CO., LTD[Attendance at the Board
June 2014
Advisor to ASMO CO., LTD
of Directors meetings
during the fiscal year June 2016Retired from Advisor to ASMO CO., LTD
under review]
June 2018
Director of the Company (current position)
13 timesout of 13 meetings[Reason for selecting him as a candidate for Director](100.0%)He has experience in serving as Director of DENSOCORPORATION. We have judged that he would becapable of contributing to management of the Company byreflecting his experience as a manager and wide-range ofknowledge in management of the Company from theposition of an Outside Director, while strengthening
corporate governance from his position which is
independent of the Company.

-9-600 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1981
June 2004

6

Joined Honda Motor Co., Ltd.
Managing Director of Honda R&D Co.,Ltd.
April 2006 Vice President and Director of Honda ofAmerica Mfg., Inc.
June 2006
Operating Officer of Honda Motor Co.,
Ltd.
Tsuneo Tanai April 2008 President and Director of Honda ofAmerica Mfg., Inc.
(January 24,
1957)
April 2009 Chief Officer, Automobile Operations of
Honda Motor Co., Ltd.
Reappointment
June 2009
Director of Honda Motor Co., Ltd.
OutsidePresident and CEO, Keihin Corporation
Independent June 2011
[Attendance at the Board June 2016
Resigned as President and CEO, Keihinof Directors meetings
Corporation
during the fiscal year
under review]
June 2016
Company friend, Honda Motor Co., Ltd.
10 times
June 2019
Director of the Company (current position)out of 10 meetings(100.0%)[Reason for selecting him as a candidate for Director]
He has experience in serving as Director of Honda MotorCo., Ltd. We have judged that he would be capable ofcontributing to management of the Company by reflecting
his experience and abundant knowledge in business andmanagement strategies etc. in management of theCompany from the position of an Outside Director, while
he is expected to provide advice on general managementfrom his position which is independent of the Company.

- 10 -

200 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1991
April 20127

Joined the Company
Fukuoka Sales Office Manager, Sales &Marketing Business Unit
April 2018 Executive Officer, Business Unit Deputy
General Manager and General Manager ofDomestic Business Promotion Division,
Domestic Business Unit
April 2019 Executive Officer, Business Unit Deputy
General Manager and General Manager of
Seiji Aoyama
Lighting Business Promotion Division,
Lighting Business Unit
(July 16, 1968)
New appointment April 2020 Senior Executive Officer, Business Unit
Deputy General Manager and General
Manager of Lighting Business Promotion
Division, Lighting Business Unit (current
position)[Reason for selecting him as a candidate for Director]
He has obtained abundant business experience throughmany years of engagement in the sales division, and is wellversed in business. We have judged that, by utilizing such
experience and knowledge, he would be capable ofcontributing to management of the Company.

700 shares

Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
The candidates for Directors, Mr. Kenji Oya and Mr. Tsuneo Tanai, are candidates for Outside Directors.
3.
The candidates for Directors, Mr. Kenji Oya and Mr. Tsuneo Tanai, will have served two years and one
year, respectively, as Outside Director, at the close of this Ordinary General Meeting of Shareholders.
4.
(1) We selected the candidate for Director, Mr. Kenji Oya, as a candidate for Outside Director to have
him reflect his experience as a manager and wide range of knowledge in the management of theCompany as well as to strengthen corporate governance of the Company from a position that is
independent of the Company. Accordingly, we request his election as Outside Director.
(2) We selected the candidate for Director, Mr. Tsuneo Tanai, as a candidate for Outside Director
because he has experience and abundant knowledge in corporate management and business strategy,
and is expected to strengthen functions of the Board of Directors by providing opinions and advice
on growth of the Company and the Group and improvement in corporate value from a position thatis independent of the Company. Accordingly, we request his election as Outside Director.
5.
The Company has notified Tokyo Stock Exchange, Inc. that Mr. Kenji Oya and Mr. Tsuneo Tanai are
independent directors in accordance with its rules.
6.
The Company has concluded an agreement with Mr. Kenji Oya and Mr. Tsuneo Tanai pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of their liability todamages as provided for in Article 423, Paragraph 1 of the Companies Act. Pursuant to the agreement,
the amount of liability for damages shall be the minimum amount provided for by Article 425, Paragraph
1 of the Companies Act. If the election of Mr. Kenji Oya and Mr. Tsuneo Tanai is approved, the Company
shall continue the said agreement.
7.
Attendance at Board of Directors meetings for the fiscal year under review is the attendance at those held
during the 105th business period.
Since Mr. Sumio Uehara and Mr. Tsuneo Tanai were newly elected and appointed at the 104th Ordinary
General Meeting of Shareholders, the number of the Board of Directors meetings after the appointment
is listed under the attendance at the Board of Directors meetings for the fiscal year under review.

- 11 -

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Agenda No. 3: Election of One (1) Audit & Supervisory Board Member
The terms of office of Audit & Supervisory Board Member Mr. Hideya Fujii will expire at theclose of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests
the election of one (1) Audit & Supervisory Board Member. With regard to this agenda item,the consent of the Audit & Supervisory Board has been obtained.
The candidate for Audit & Supervisory Board Member is as follows.

Name(Date of birth)

Brief profile, position at the Company(Significant concurrent positions)

Joined the Company
General Manager of Motion Picture Light
Source Sales Department, Sales Division
Division General Manager of Motion
April 2009
Picture Light Source Division
Deputy General Manager of Applied
April 2012
Optics Business Division
Executive Officer and General Manager
April 2013of International Business Unit
Executive Officer and General Manager
April 2014of Overseas Business Unit and Overseas
Sales & Marketing Division
Executive Officer of the Company,
July 2017
Haruhiko
Director and Chairman of Eye Lighting
HoshinoInternational of North America Inc.
(April 18, 1960)
Director and Chairman of Eye Lighting
April
2020
New appointment
International of North America Inc.
Resigned as Director and Chairman of
May 2020
Eye Lighting International of North
America Inc. (current position)[Reason for selecting him as a candidate for Audit &Supervisory Board Member]
He has obtained abundant business experience through his
assignment to the international business and the applied
optics divisions as well as his appointment as representativeof an overseas affiliate, etc., and is well versed in business.
By utilizing the experience and knowledge that heaccumulated in auditing, we believe that he can help toassure the integrity of the management of the Company.

Number of theCompany’s
shares owned

April 1985
October 2007

300 shares

Notes:
1.
There are no special conflicts of interests between the candidate for Audit & Supervisory Board Member,
Mr. Haruhiko Hoshino and the Company.
2.
If the election of the candidate for Audit & Supervisory Board Member, Mr. Haruhiko Hoshino isapproved, the Company will conclude an agreement with him pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act to limit the amount of his liability for damages as provided for in
Article 423, Paragraph 1 of the Companies Act. Pursuant to these agreements, the amount of liability fordamages shall be the minimum amount provided for by Article 425, Paragraph 1 of the Companies Act.

- 12 -

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

Agenda No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
In order to prepare for the case where the number of Audit & Supervisory Board Members falls
short of the number stipulated by laws and regulations, the Company requests the election of
one (1) Substitute Audit & Supervisory Board Member in advance. With regard to this agenda
item, the consent of the Audit & Supervisory Board has been obtained.
The candidate for Substitute Audit & Supervisory Board Member is as follows.
Brief profile, position at the Company(Significant concurrent positions)

Number of theCompany’s shares
ownedJoined The Dai-Ichi Kangyo Bank, Ltd.
Senior Managing Executive Officer,
Mizuho Research Institute Ltd.
April 2009
Audit & Supervisory Board Member, JFE
Steel Corporation
April 2011
President and CEO of Mizuho Factors,
LimitedJune 2015
Audit & Supervisory Board Member of
the Company and President and CEO of
Mizuho Factors, Limited
Audit & Supervisory Board Member ofJuly 2015
the Company and Advisor to NIPPONTOCHI-TATEMONO Co., Ltd.
Resigned as Audit & Supervisory Board
June 2019
Member of the Company
February 2020 Resigned as Advisor to NIPPONTOCHI-TATEMONO Co., Ltd.
[Reason for selecting him as a candidate for Substitute
Audit & Supervisory Board Member]
He has a wealth of knowledge and abundant experiencefrom being engaged in the financial business andperforming as an auditor of a company. Accordingly, we
have judged that he would be capable of contributing tomaintaining and improving the transparency of the
management of the Company, and its monitoring andsupervisory functions.

1,300 shares

Name(Date of birth)
April 1975
April 2005

Koichi Ikeda(February 11,
1952)
Reappointment
OutsideNotes:
1.
There are no special conflicts of interests between the candidate and the Company.
2.
Mr. Koichi Ikeda is the candidate for Substitute Outside Audit & Supervisory Board Member.
3.
If Mr. Koichi Ikeda assumes the Outside Audit & Supervisory Board Member, the Company will conclude
an agreement with him pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act tolimit the amount of his liability for damages as provided for in Article 423, Paragraph 1 of the Companies
Act. Pursuant to the agreement, the amount of liability for damages shall be the minimum amountprovided for by Article 425, Paragraph 1 of the Companies Act.

- 13 -

This English translation is made for reference purposes only, and in the event of any discrepancies between the
English version and the Japanese version, the Japanese version prevails.

<Reference> Standards for Independence of Outside Directors (Directors and Audit &Supervisory Board Members)
The Company has adopted the following criteria to ensure independence of Outside Directors:
1. A person who is not and has not been an executing person (Director, Executive Officer orother employee) or Audit & Supervisory Board Member of the Company or the Group;
2. A person who is not an important executing person (director, executive officer or otherimportant employee) or Audit & Supervisory Board Member of a large shareholder of theCompany (a party which holds 10% or more of the total voting rights of the Company);
3. A person who is not an important executing person of the company for which theCompany is a large shareholder (a party which holds 10% or more of the total voting
rights of the company);
4. A person who is not an important executing person of a principal business partner (a party
whose payment or receipt of consideration for transactions with the Company accounts formore than 2% of the consolidated gross sales in any of the past three fiscal years including
the most recent one);
5. A person who has not been a director, audit and supervisory board member, executive
officer or other employee of a financial institution that is a principal lender for theCompany or the Group, in any of the past three fiscal years including the most recent one;
6. A person is not a legal expert, accounting and tax expert, expert in various kinds ofvarious consulting, or research and education expert who receives a large amount of
remuneration or donation from the Company (10 million yen or more for an individualand more than 2% of the consolidated gross sales for a corporation or group, in any of thepast three fiscal years including the most recent one);
7. A person who is not a relative (who is within the third degree of kinship or resides in thesame house) of an executing person of the Company and the Group, a principal business
partner of the Company, or a group which receives a large donation from the Company;
and8. A person who is not otherwise reasonably deemed to be subject to doubts about his/her
independence or to have conflicts of interest with ordinary shareholders.

- 14 -