CONVOCATION NOTICE OF
THE 154TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
June 4, 2024
Sumitomo Electric Industries, Ltd.
On May 28, 2024, Sumitomo Electric Industries, Ltd. (the “Company”) posted the information
contained in the Reference Documents and other documents regarding the Ordinary General
Meeting of Shareholders (the “Electronic Provision Measures Matters”) on the Internet
websites in convening the 154th Ordinary General Meeting of Shareholders. This
document only provides translations of information contained in the Japanese original text of
the Electronic Provision Measures Matters (except non-consolidated financial statements,
independent auditor's reports, the report of Audit & Supervisory Board, instructions on
exercise of voting rights, Internet live streaming information, and the map of the venue of theOrdinary General Meeting of Shareholders) disclosed on the Internet in convening the 154th
Ordinary General Meeting of Shareholders, solely for the purpose of identifying the items of
information contained in the Electronic Provision Measures Matters for reference. The
Company does not represent or warrant that the information provided in this document (the“Information”) constitutes a summary of the Electronic Provision Measures Matters orprovides a complete and accurate record of the material information of the Electronic
Provision Measures Matters. No warranty is given to any user of the Information as to its
accuracy or completeness or timeliness. In the event of any dispute regarding or difference
between the meaning or intent of the Information and that of the Japanese original text of
the Electronic Provision Measures Matters, the Japanese original text of the Electronic
Provision Measures Matters shall prevail. In order to accurately and completely understandthe information contained in the Electronic Provision Measures Matters, it is necessary toread their complete Japanese original text. The shareholders of the Company are therefore
requested to refer to the complete text of the Electronic Provision Measures Matters. The
original Japanese text of the Electronic Provision Measures Matters should be available on
the Company’s Japanese Web site (https://sumitomoelectric.com/jp/ir/meeting).
Neither the provision of the Information nor any part of the Information shall be deemed to
be an offer to purchase or sell, or a solicitation of an offer to purchase or sell, any securities,
nor shall it be deemed a recommendation for or an endorsement of investment by theCompany. Neither the Company nor any of its Directors, officers, employees, agents,
affiliates and assigns shall be liable to any person for any losses, damages, costs or
expenses of whatever nature arising out of, or in any way related to, any errors to, delays in,ambiguities of, omissions from or alterations to, the Information or for any reliance by such
person on any part of the Information.

(Translation)
Securities Code: 5802
June 4, 2024
(Electronic provision measures commencement date: May 28, 2024)
To the Shareholders
Sumitomo Electric Industries, Ltd.
5-33, Kitahama 4-chome
Chuo-ku, Osaka City
Represented by: Osamu Inoue
President
CONVOCATION NOTICE OF
THE 154TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to hereby inform you that the 154th Ordinary General Meeting of
Shareholders (the “Meeting”) will be held as set forth below.
In convening the Ordinary General Meeting of Shareholders, we take electronic
provision measures for the information contained in the Reference Documents and otherdocuments regarding the Ordinary General Meeting of Shareholders (the “Electronic
Provision Measures Matters”). The Electronic Provision Measures Matters is posted on thefollowing Internet websites. Please access one of the following websites to review the
information.
The Company’s
website:TSE website

TSE Listed Company
Information Service

https://sumitomoelectric.com/jp/ir/meetinghttps://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

On the TSE website, please search by issue name (Sumitomo Electric Industries) or securities code (5802), and select “Basic
Information” and “Documents for Public Inspection/PR Information” to review the information.

In addition to attending the Meeting, you have an option to exercise your voting rights
by electromagnetic means (the Internet, etc.) or in writing. We cordially request that you
exercise your voting rights (in doing so, please follow the “Instructions Regarding Voting” set
forth on page 5 [of the Japanese original text]) by 5:15 p.m. of June 25, 2024 (Tuesday), after
examining the Reference Documents regarding the Ordinary General Meeting of
Shareholders set out below.
1.

Date:

June 26, 2024 (Wednesday) at 10:00 a.m.

2.

Place:“The Grand Ballroom” 2nd floor
The Ritz-Carlton, Osaka
5-25, Umeda 2-chome, Kita-ku, Osaka City

3.

Purposes of the Meeting:

Matters to be reported
1.

Reporting on the Business Report, the Consolidated Financial Statements andthe results of the examination of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 154th fiscal year
(from April 1, 2023 to March 31, 2024)

2.

Reporting on the Non-Consolidated Financial Statements for the 154th fiscal
year (from April 1, 2023 to March 31, 2024)

Matters to be resolvedFirst item:

Disposition of surplus

Second item:

Appointment of fifteen (15) Directors

Third item:

Appointment of one (1) Audit & Supervisory Board Member

Fourth item:

Payment of bonuses to the Directors

Fifth item:

Revision of the amount of remuneration of Directors

Sixth item:

Revision of the amount of remuneration of Audit & Supervisory Board
Members*

Substitutions are allowed only when the proxy is the Company’s shareholder withvoting rights, and one person for each shareholder. (The proxy must bring not only
the “Voting Instruction Form” of the shareholder but also a certification for his or her
authority.)*

Of the Electronic Provision Measures Matters, the following matters are not included in
the documents to be delivered to shareholders who requested the delivery of written
documents, as they are posted on the aforementioned Internet websites in accordancewith laws and regulations and the Articles of Incorporation; in addition, the Audit &Supervisory Board Members and the Accounting Auditors audited the documents
subject to the audit, including the following matters:
(i)
(ii)
(iii)

*

“Content of Resolutions Regarding Development of Systems Necessary to
Ensure the Propriety of Operations and Outline of the Operational Status of
the Systems” in the business report;“Consolidated Statement of Changes in Net Assets” and “Notes toConsolidated Financial Statements” in the consolidated financial statements;
and“Non-Consolidated Statement of Changes in Net Assets” and “Notes to NonConsolidated Financial Statements” in the non-consolidated financial
statements.

When the Electronic Provision Measures Matters need modification by the day before
the Meeting, we will notify the shareholders by notice on the aforementioned Internet
websites.

(Translation)
REFERENCE DOCUMENTS
REGARDING THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
Agendas and Reference Information
First item:

Disposition of surplus

Based on maintenance of stable dividends, the Company has the basic policy of making
distribution of profits to shareholders after taking into consideration the consolidated
business results, the dividend payout ratio, the accumulation level of the retained earnings
and other matters.
As for the year-end dividend for the 154th fiscal year, in consideration of the business results
for this fiscal year and other matters, the Company proposes to distribute in the amount offifty two yen (¥52) per share, which is twenty seven yen (¥27) more than that of thepreceding fiscal year. As a result, the dividend for this fiscal year, including the interim
dividend (twenty five yen (¥25)), is seventy seven yen (¥77) per share, which is twenty sevenyen (¥27) more than that of the preceding fiscal year.
1.

Matters concerning the year-end dividend(1)Type of properties to be distributed:
Cash

(2)

Matter concerning the allocation of properties to be distributed and the total
amount thereof:
Fifty two yen (¥52) per ordinary share of the Company
Total amount of dividends: 40,563,789,084yen(3)

Effective date of distribution of surplus:
June 27, 2024

2.

Other matters concerning the disposition of surplus
Not applicable.

Second item:

Appointment of fifteen (15) Directors

The terms of office of all fourteen (14) current Directors will expire upon the closing of thisMeeting. Approval is hereby requested for the appointment of fifteen (15) Directors.
The nominees for the offices of Directors are as stated on pages 11 to 26.
[Reference Information] List of Nominees for Directors
Position and Areas of Responsibility in
the Company(as of May 28, 2024)

NomineeNumberName

1

Masayoshi
Matsumoto
Osamu
Inoue
Hideo
Hato

Reappt.

Reappt.

13/13

4

Akira
Nishimura

Executive Vice President
General Manager, New Business
Development Unit
Deputy General Manager, Automotive
Business Unit (Systems & Electronics
Division)
Corporate Staff Group (Legal, Public
Relations, Information Systems, Corporate
Planning, Intellectual Property, Security
Trade Control)

Reappt.

13/13

5

MasakiShirayama

Senior Managing Director
General Manager, R&D Unit

Reappt.

13/13

6

Yasuhiro
MiyataReappt.

Managing Director
General Manager, Electric Wire & Cable,
Energy Business Unit

7

Toshiyuki
SahashiReappt.

2
3

Reappt.

Number of
Times
Attending
Board ofDirectors
Meetings(FY2023)

Chairman & CEO

13/13

President & COO

13/13

Managing Director
General Manager, Electronics Sales Unit
Sales Group (Sales Compliance)

13/13

Managing Director
General Manager, Advanced Materials
Business Unit

13/13

Industrial Materials Group(Sintered
Metal Components,Division Special
Steel Wire Division)

8

Shigeru
Nakajima

Reappt.

13/13

9

HiroshiSatoManaging Director
General Manager, Semiconductor Innovation
Business Unit
Deputy General Manager, R&D
Unit(Transmission Device Laboratory)

Reappt.

Outside Director

13/13

O/S

Ind. Officer

Position and Areas of Responsibility in
the Company(as of May 28, 2024)

NomineeNumberName

10

Michihiro
Tsuchiya
Christina
Ahmadjian

Reappt.

Katsuaki
Watanabe

Reappt.

AtsushiHoribaReappt.

Yoshiyuki
Ogata

“New
appt.”

11
12
13
14

15

Reappt.

Outside Director
O/S Ind. Officer
Outside Director
O/S

13/13
13/13

Ind. Officer

Outside Director
O/S

12/13

Ind. Officer

Outside Director
O/S

Number of
Times
Attending
Board ofDirectors
Meetings(FY2023)

12/13

Ind. Officer

Senior Managing Executive Officer
Deputy General Manager, Automotive
Business Unit
General Manager, Chubu District Office

-

Kyoko
“New
Kawamata
appt.”
O/S Ind. Officer“Reappt.” means a reappointed nominee; “New appt.” means a newly appointed nominee;“O/S” means a nominee for Outside Director; and “Ind. Officer” means a nominee for
Independent Officer as defined by Tokyo Stock Exchange, Inc., etc.

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Masayoshi Matsumoto

71,300 shares(September 18, 1944)

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

1

Apr. 1967

Joined the Company

Jun. 1997

Director

Jun. 1999

Managing Director

Jun. 2003

Senior Managing Director

Jun. 2004

President

Jun. 2017

Chairman & CEO(currently maintained)
Important Concurrent Posts
Chairman, Kansai Economic Federation
Reasons Why the Company Nominates the Nominee as a Director
The Company has selected him as a nominee for the office of Director because he has been, as
a President since June 2004, and as a Chairman & CEO since June 2017, one of the core
members of the Company’s management and the Company considers him to be qualified for theoffice of Director in light of the Company’s “Policy to Nominate Candidates for Director and Audit& Supervisory Board Member, etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Osamu Inoue

48,110 shares(August 25, 1952)

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts
Apr. 1975

Joined the Company

Jun. 2004

Executive Officer
Deputy General Manager, Automotive Business Unit

Jan. 2006

Executive Officer, Sumitomo Wiring Systems, Ltd.

Jun. 2006

Director, Managing Executive Officer, Sumitomo Wiring Systems, Ltd.

Jun. 2007

Director, Senior Managing Executive Officer, Sumitomo Wiring Systems, Ltd.

Jun. 2008

Managing Director,
General Manager, Automotive Business Unit of the Company

Apr. 2009

Director of the Company
President, Sumitomo Electric Bordnetze GmbH (now known as Sumitomo
Electric Bordnetze SE)

Jun. 2012

Deputy General Manager, Automotive Business Unit of the Company
Director, President, Sumitomo Wiring Systems, Ltd.

Apr. 2017Managing Executive Officer of the Company
Director, Sumitomo Wiring Systems, Ltd.

Jun. 2017

President & COO

2(currently maintained)
Reasons Why the Company Nominates the Nominee as a Director
The Company has selected him as a nominee for the office of Director because he has been, as
a President & COO, one of the core members of the Company’s management since June 2017
and the Company considers him to be qualified for the office of Director in light of the Company’s“Policy to Nominate Candidates for Director and Audit & Supervisory Board Member, etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Hideo Hato

17,400 shares(September 3, 1957)

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

3

Apr. 1981

Joined the Ministry of International Trade and Industry

Jun. 2013

Commissioner, Patent Office

Jul. 2014

Retired from officeJun. 2016

Joined the Company
Managing Executive Officer

Jun. 2017Managing Director

Apr. 2018

Ditto
Deputy General Manager, Automotive Business Unit

Jun. 2018

Ditto
General Manager, New Business Development Unit

Jun. 2019

Senior Managing Director
General Manager, New Business Development Unit
Deputy General Manager, Automotive Business Unit

Jun. 2023

Executive Vice President
General Manager, New Business Development Unit
Deputy General Manager, Automotive Business Unit

(currently maintained)
Areas of Responsibility:
General Manager, New Business Development Unit
Deputy General Manager, Automotive Business Unit (Systems & Electronics Division)
Corporate Staff Group (Legal, Public Relations, Information Systems, Corporate Planning,
Intellectual Property, Security Trade Control)
Reasons Why the Company Nominates the Nominee as a Director
The Company has selected him as a nominee for the office of Director because he has been, as
an Executive Vice President, one of the core members of the Company’s management sinceJune 2023 and the Company considers him to be qualified for the office of Director in light of theCompany’s “Policy to Nominate Candidates for Director and Audit & Supervisory Board Member,etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Akira Nishimura

24,600 shares(April 7, 1958)

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

4

Apr. 1984

Joined the Company

Jun. 2013

Executive Officer
Deputy General Manager, Infocommunications Business Unit

Jun. 2015

Managing Executive Officer
Deputy General Manager, Infocommunications Business Unit

Jun. 2016

Managing Director
General Manager, Infocommunications Business Unit

Jun. 2019

Senior Managing Director
General Manager, Infocommunications Business Unit

Jun. 2020

Senior Managing Director
General Manager, R&D Unit

(currently maintained)
Areas of Responsibility:
General Manager, R&D Unit
Important Concurrent Posts:
Director, Nissin Electric Co.,Ltd.
Reasons Why the Company Nominates the Nominee as a Director
He has abundant business experience at the Infocommunications Group and great insight into
technical development. The Company has selected him as a nominee for the office of Director
because he has served as Senior Managing Director since June 2019 and has served as General
Manager of the R&D Group since June 2020, and the Company considers him to be qualified forthe office of Director in light of the Company’s “Policy to Nominate Candidates for Director and
Audit & Supervisory Board Member, etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Masaki Shirayama

26,700 shares(November 29, 1961)

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

5

Apr. 1985

Joined the Company

Jun. 2012

General Manager, Business Development DivisionJun. 2013

Executive Officer
Deputy General Manager, Network Products Sales & Marketing Unit
General Manager, New Business Marketing and Promotion Division
General Manager, Marketing & Promotion Department, New Business
Development Unit

Jun. 2014

Managing Executive Officer
General Manager, Social Infrastructure Sales & Marketing Unit

Jun. 2017Managing Director
General Manager, Social Infrastructure Sales & Marketing Unit

Jun. 2018

Managing Director
General Manager, Electric Wire & Cable, Energy Business Unit

(currently maintained)
Areas of Responsibility:
General Manager, Electric Wire & Cable, Energy Business Unit
Reasons Why the Company Nominates the Nominee as a Director
He has abundant business experience in the sales departments of infrastructure businesses.
The Company has selected him as a nominee for the office of Director because he assumed theoffice of Managing Director in June 2017 and has served as General Manager of the Environment
and Energy Group since June 2018, and the Company considers him to be qualified for the officeof Director in light of the Company’s “Policy to Nominate Candidates for Director and Audit &Supervisory Board Member, etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Yasuhiro Miyata

8,500 shares(April 12, 1961)

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

6

Apr. 1984

Joined the Company

Jun. 2006

General Manager, Flexible Printed Circuits & Components Sales DivisionDec. 2011

President, Sumitomo Electric Interconnect Products (Hong Kong), Ltd.

Jun. 2013

Executive Officer
Deputy General Manager, Electronics Sales Unit
Ditto

Jun. 2014

Managing Executive Officer
General Manager, Electronics Sales Unit

Jun. 2021

Managing Director
General Manager, Electronics Sales Unit

(currently maintained)
Areas of Responsibility:
General Manager, Electronics Sales Unit
Sales Group (Sales Compliance)
Important Concurrent Posts:
Director, TECHNO ASSOCIE Co.,Ltd.
Director, Sumitomo Electric Interconnect Products (Hong Kong), Ltd.
Reasons Why the Company Nominates the Nominee as a Director
He has abundant business experience in the Sales Division for electronics products, and has
insight into the global business activities of enterprises. The Company has selected him as anominee for the office of Director because he assumed the offices of Managing Executive Officer
and General Manager of the Sales Group in June 2014 and has continuously served as General
Manager of the Group since assuming the office of Managing Director in June 2021, and theCompany considers him to be qualified for the office of Director in light of the Company’s “Policy
to Nominate Candidates for Director and Audit & Supervisory Board Member, etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Toshiyuki Sahashi

8,500 shares(December 31, 1960)

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

7

Apr. 1986

Joined the Company

Jun. 2016

President, Sumitomo Electric Hardmetal Corp.

Jun. 2017

Executive Officer
Ditto

Jun. 2019

Managing Executive Officer
Deputy General Manager, Advanced Materials Business Unit
President, Sumitomo Electric Hardmetal Corp.

Jun. 2021

Managing Director
General Manager, Advanced Materials Business Unit

(currently maintained)
Areas of Responsibility:
General Manager, Advanced Materials Business Unit
Industrial Materials Group(Sintered Metal Components Division, Special Steel Wire Division)
Important Concurrent Posts:
Director, Sumitomo Electric Hardmetal Corp.
Reasons Why the Company Nominates the Nominee as a Director
He has abundant business experience in the Industrial Materials Group, and has insight into theglobal business activities of enterprises. The Company has selected him as a nominee for theoffice of Director because he has served as Managing Director and General Manager of theIndustrial Materials Group since June 2021, and the Company considers him to be qualified forthe office of Director in light of the Company’s “Policy to Nominate Candidates for Director and
Audit & Supervisory Board Member, etc.”

Nominee
NumberName (Birth Date)

Shigeru Nakajima(July 23, 1959)

Number of Company Shares Owned
10,500shares

Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

8

Apr. 1984

Joined the Company

Jun. 2012

General Manager, Transmission Devices Division
President, Sumitomo Electric Device Innovations, Inc.

Jun. 2015

Executive Officer
Deputy General Manager, Infocommunications Business Unit
Ditto

Jun. 2016

Managing Executive Officer
General Manager, Transmission Devices Division
President, Sumitomo Electric Device Innovations, Inc.

Jan. 2017Managing Executive Officer
General Manager, Semiconductor Innovation Business Unit

Jun.2022

Managing Director
General Manager, Semiconductor Innovation Business Unit

Jun. 2023

Ditto
Deputy General Manager, R&D Unit

(currently maintained)
Areas of Responsibility:
General Manager, Semiconductor Innovation Business Unit
Deputy General Manager, R&D Unit (Transmission Devices Laboratory)
Important Concurrent Posts:
Director, Sumitomo Electric Device Innovations, Inc.
Reasons Why the Company Nominates the Nominee as a Director
He has abundant business experience in the R&D Group and the transmission devices business.
The Company has selected him as a nominee for the office of Director because he assumed theoffices of Managing Executive Officer and General Manager of the Group which supervises thetransmission devices business, etc. in January 2017 and has continuously served as General
Manager of the Group since assuming the office of Managing Director in June 2022, and theCompany considers him to be qualified for the office of Director in light of the Company’s “Policy
to Nominate Director and Audit & Supervisory Board Member Candidates, etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Hiroshi Sato

(September 25, 1945)
Nominee for Outside Director

18,000 shares

Nominee for Independent Officer
Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

9

Apr. 1970

Joined Kobe Steel, Ltd.

Jun. 1996

Director, Kobe Steel, Ltd.

Apr. 1999

Ditto, Executive Officer, Kobe Steel, Ltd.

Jun. 1999

Managing Executive Officer, Kobe Steel, Ltd.

Jun. 2000

Director, Kobe Steel, Ltd., Ditto

Jun. 2002

Director, Senior Managing Executive Officer, Kobe Steel, Ltd.

Jun. 2003

Senior Managing Director, Kobe Steel, Ltd.

Apr. 2004

Executive Vice President and Director, Kobe Steel, Ltd.

Apr. 2009

President and Director, Kobe Steel, Ltd.

Apr. 2013

Chairman of the Board and Director, Kobe Steel, Ltd.

Apr. 2016

Senior Advisor and Director, Kobe Steel, Ltd.

Jun. 2016

Senior Advisor, Kobe Steel, Ltd.
Director of the Company (Outside Director)

Apr. 2018

Advisor, Kobe Steel Ltd.
Director of the Company (Outside Director)(currently maintained)
Important Concurrent Posts:
Advisor, Kobe Steel, Ltd.
President & Representative Director, The Kobe International House Inc.
Director, Iwatani Corporation (Outside Director)
Reasons Why the Company Nominates the Nominee as an Outside Director, Expected
Roles, etc.
He has abundant experience and great insight into overall corporate management, through being
involved in the management of a company globally conducting a wide range of business, such as
materials, machinery, and energy, with a central focus on iron and steel, as well as abundantbusiness experience in fields of research on materials and technical development, in particular.
In addition, he serves as a Chairman of both the Nominating Advisory Committee and theCompensation Advisory Committee of the Company. Based on the foregoing, the Company has
selected him as a nominee for the office of Outside Director because the Company expects that
he will contribute to supervising management from an objective perspective that is independent
from the execution of business and ensuring transparency and fairness in the consideration of
Officers’ personnel affairs and remuneration, and the Company considers him to be qualified forthe office of Outside Director in light of the Company’s “Policy to Nominate Candidates for Directorand Audit & Supervisory Board Member, etc.” While the Company has a business relationshipwith Kobe Steel, Ltd., where he previously served as an executive, involving matters such as thepurchase and sale of the products, the value of each transaction is less than 1% of the total salesof the Company and Kobe Steel, Ltd. respectively. Therefore, that fact above does not influence
his independence. The Company has no transactions with The Kobe International House Inc.,
where he currently holds office as a President & Representative Director.

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Michihiro Tsuchiya(July 12, 1947)

Nominee for Outside Director

11,200 shares

Nominee for Independent Officer
Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

10

Apr. 1976

Joined Tanabe Seiyaku Co., Ltd.
(now known as Mitsubishi Tanabe Pharma Corporation)

Jun. 2001

Board Director, Tanabe Seiyaku Co., Ltd.

Jun. 2003

Managing Board Director, Tanabe Seiyaku Co., Ltd.

Jun. 2005

Board Director, Managing Executive Officer, Tanabe Seiyaku Co., Ltd.

Jun. 2006

Representative Director, Senior Managing Executive Officer, Tanabe Seiyaku
Co., Ltd.

Oct. 2007

Board Director, Vice President, Mitsubishi Tanabe Pharma Corporation

Jun. 2008

Ditto
Director, Mitsubishi Chemical Holdings Corporation (now known as Mitsubishi
Chemical Group Corporation)

Jun. 2009

President & Representative Director, Chief Executive Officer, Mitsubishi Tanabe
Pharma Corporation
Director, Mitsubishi Chemical Holdings Corporation (now known as Mitsubishi
Chemical Group Corporation) (now Ditto)

Jun. 2014

Chairman of the Board & Representative Director, Mitsubishi Tanabe Pharma
Corporation

Jun. 2016

Chairman of the Board, Mitsubishi Tanabe Pharma Corporation

Jun. 2017

Senior Advisor, Mitsubishi Tanabe Pharma Corporation

Jun. 2018

Ditto
Director of the Company (Outside Director)

Jun. 2019

Director of the Company (Outside Director)(currently maintained)
Important Concurrent Posts:
Director, RaQualia Pharma Inc. (Outside Director)
Reasons Why the Company Nominates the Nominee as an Outside Director, Expected
Roles, etc.
He has abundant experience and great insight into overall corporate management, through being
involved in the management of the companies developing global manufacture and sales businessof pharmaceuticals, as well as abundant business experience in fields of research anddevelopment and management strategies, in particular. In addition, he serves as a member ofboth the Nominating Advisory Committee and the Compensation Advisory Committee of theCompany. Based on the foregoing, the Company has selected him as a nominee for the officeof Outside Director because the Company expects that he will contribute to supervising
management from an objective perspective that is independent from the execution of businessand ensuring transparency and fairness in the consideration of Officers’ personnel affairs andremuneration, and the Company considers him to be qualified for the office of Outside Director inlight of the Company’s “Policy to Nominate Candidates for Director and Audit & Supervisory Board
Member, etc.” The Company has no transactions with Mitsubishi Tanabe Pharma Corporation,
where he previously served as an executive.

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Christina Ahmadjian(March 5, 1959)

Nominee for Outside Director

6,300 shares

Nominee for Independent Officer
Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

11

Jan. 1995

Assistant Professor, Graduate School of Business, Columbia University

Oct. 2001

Associate Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University

Jan. 2004

Professor, Graduate School of International Corporate Strategy, Hitotsubashi
University

Apr. 2010

Dean of Graduate School, Graduate School of International Corporate Strategy,
Hitotsubashi University

Apr. 2012

Professor, Graduate School of Commerce and Management, Hitotsubashi
University

Apr. 2018

Professor, Graduate School of Business Administration, Hitotsubashi University

Jun. 2018

Ditto
Director of the Company (Outside Director)

Apr. 2022

Specially Appointed Professor, Department of Global Business, College ofBusiness, Rikkyo University; Director of the Company (Outside Director)

Apr. 2023

Director of the Company (Outside Director)(currently maintained)
Important Concurrent Posts:
Director, Asahi Group Holdings, Ltd. (Outside Director)
Director, NEC Corporation (Outside Director)
Director, Niterra Co., Ltd. (Outside Director)
Executive Director, National University Corporation Hokkaido University (part-time)
Reasons Why the Company Nominates the Nominee as an Outside Director, Expected
Roles, and Reasons Why the Company Has Determined that the Nominee is Capable ofConducting the Duties Appropriately as an Outside Director, etc.
She has great insight and a global perspective as a university professor mainly studying in fields
of corporate management and corporate governance. In addition, she serves as a member ofboth the Nominating Advisory Committee and the Compensation Advisory Committee of theCompany. Based on the foregoing, the Company has selected her as a nominee for the office ofOutside Director because the Company expects that she will contribute to supervising
management from an objective perspective that is independent from the execution of businessand ensuring transparency and fairness in the consideration of Officers’ personnel affairs andremuneration, and the Company considers her to be qualified for the office of Outside Director inlight of the Company’s “Policy to Nominate Candidates for Director and Audit & Supervisory Board
Member, etc.” She has no experience concerning company management other than acting asan Outside Director; however, the Company has determined that she is capable of conducting theduties appropriately as an Outside Director because of the reasons above. The Company has
no transactions with and has made no donations to either Hitotsubashi University, where she hadserved as a professor until March 2022, or Rikkyo University, where she had served as a Specially
Appointed Professor until March 2023.

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Katsuaki Watanabe(February 13, 1942)

Nominee for Outside Director

18,300 shares

Nominee for Independent Officer
Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

12

Apr. 1964

Joined Toyota Motor Co., Ltd.
(now known as Toyota Motor Corporation)

Sept. 1992

Director, Toyota Motor Corporation

Jun. 1997

Managing Director, Toyota Motor Corporation

Jun. 1999

Senior Managing Director, Toyota Motor Corporation

Jun. 2001

Executive Vice President, Toyota Motor Corporation

Jun. 2005

President, Toyota Motor Corporation

Jun. 2009

Vice Chairman, Toyota Motor Corporation

Jun. 2011

Senior Advisor, Toyota Motor Corporation

Jun. 2013

Ditto
Audit & Supervisory Board Member (Outside Audit & Supervisory Board
Member) of the Company

Jun. 2015

Advisor, Toyota Motor Corporation
Audit & Supervisory Board Member (Outside Audit & Supervisory Board
Member) of the Company

Jul. 2018

Audit & Supervisory Board Member (Outside Audit & Supervisory Board
Member) of the Company

Jun. 2021

Director of the Company (Outside Director)(currently maintained)
Important Concurrent Posts:
Director, Kyushu Financial Group, Inc. (Outside Director)
Reasons Why the Company Nominates the Nominee as an Outside Director, Expected
Roles, etc.
He was involved in the management of a company that conducted its business globally with acentral focus on transportation equipment, and he has extensive experience and great insight inrelation to overall corporate management, as well as abundant business experience in fields ofsupply chains, corporate planning, and manufacturing, etc. in particular. In addition, he serves
as a member of both the Nominating Advisory Committee and the Compensation Advisory
Committee of the Company. Based on the foregoing, the Company has selected him as anominee for the office of Outside Director because the Company expects that he will contribute tosupervising management from an objective perspective that is independent from the execution ofbusiness and ensuring transparency and fairness in consideration of Officers’ personnel affairs
and remuneration, and the Company considers him to be qualified for the office of Outside Director
in light of the Company’s “Policy to Nominate Candidates for Director and Audit & Supervisory
Board Member, etc.” While the Company has a business relationship with Toyota Motor
Corporation, where he previously served as an executive, involving matters such as the purchaseand sale of products, ten years or more have passed since he retired from the position of executiveof Toyota Motor Corporation, and he retired from all positions at Toyota Motor Corporation in June
2018. In addition, considering the scale of the relevant transactions, that fact above does not
influence his independence.

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Atsushi Horiba(February 5, 1948)
Nominee for Outside Director

4,900 shares

Nominee for Independent Officer
Career Summary, Position, Areas of Responsibility, and Important Concurrent Posts
Sept. 1972

Joined HORIBA, Ltd.

Jun. 1982

Director of HORIBA, Ltd.

Jun. 1988

Senior Managing Director of HORIBA, Ltd.

Jan.1992

President of HORIBA, Ltd.

Jun. 1995

Ditto
President of STEC Co., Ltd. (now known as HORIBA STEC, Co., Ltd.)

Jun. 2005

Chairman, President & CEO of HORIBA, Ltd., President of HORIBA STEC,
Co., Ltd.

Apr. 2016

Chairman, President & CEO of HORIBA, Ltd., Chairman of HORIBA STEC,
Co., Ltd.

Jan. 2018

Chairman & Group CEO of HORIBA, Ltd., Chairman of HORIBA STEC, Co.,
Ltd.

Jun. 2021

Ditto
Director of the Company (Outside Director)

13(currently maintained)
Important Concurrent Posts:
Chairman & Group CEO of HORIBA, Ltd.
Chairman of HORIBA STEC, Co., Ltd.
Director, SoftBank Corp. (Outside Director)
Reasons Why the Company Nominates the Nominee as an Outside Director, Expected
Roles, etc.
He was involved in the management of a company that conducted its business globally with acentral focus on analysis and measuring equipment, and he has extensive experience and great
insight in relation to overall corporate management, as well as abundant business experience infields of management strategies (global management, M&A, etc.), in particular. Based on theforegoing, the Company has selected him as a nominee for the office of Outside Director because
the Company expects that he will contribute to further improvements in supervisory functions ofmanagement from an objective perspective that is independent from the execution of business,and the Company considers him to be qualified for the office of Outside Director in light of theCompany’s “Policy to Nominate Candidates for Director and Audit & Supervisory Board Member,etc.” While the Company has a business relationship with HORIBA, Ltd., where he currently
holds office as a Chairman & Group CEO, involving matters such as the purchase of equipment,
the value of each transaction is less than 1% of the total sales of the Company and HORIBA, Ltd.
respectively. Therefore, that fact above does not influence his independence. In addition, while
the Company has a business relationship with HORIBA STEC, Co., Ltd., where he currently holds
office as a Chairman, involving matters such as the purchase of equipment, the value of eachtransaction is less than 1% of the total sales of the Company and HORIBA STEC, Co., Ltd.
respectively. Therefore, that fact above does not influence his independence.

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Yoshiyuki Ogata(November 25, 1963)

11,300 shares

Newly appointed
Career Summary, Position, Areas of Responsibility and Important Concurrent Posts

14

Apr, 1986

Joined the Company

Jan, 2012

General Manager, Sales Division (Eastern Japan)

Jun, 2016

Executive Officer
Deputy General Manager, Automotive Business Unit
Ditto

Apr, 2020

Managing Executive Officer
Deputy General Manager, Automotive Business Unit
General Manager, Sales Division (Eastern Japan)

Oct, 2020

Managing Executive Officer
Deputy General Manager, Automotive Business Unit

Jun, 2022

Ditto
General Manager, Chubu District OfficeJun, 2023

Senior Managing Executive Officer
Deputy General Manager, Automotive Business Unit
General Manager, Chubu District Office(currently maintained)
Important Concurrent Posts:
Director, Sumitomo Wiring Systems, Ltd.
Director, Sumitomo Electric Wiring Systems, Inc.
Director, Sumitomo Electric Wiring Systems(Europe) Limited.
Director, Sumitomo Electric Bordnetze SE
Chairman of the Board of Directors, SEWS-CABIND S.p.A
Reasons Why the Company Nominates the Nominee as a Director
He has abundant business experience in the sales departments of automotive businesses, andhas insight into the global business activities of enterprises. The Company has selected him asa nominee for the office of Director because he assumed the offices of Executive Officer and
Deputy General Manager of the Automotive Group in June 2016 and has continuously served as
Deputy General Manager of the Automotive Group since assuming the office of Managing
Executive Officer in April 2020 and assuming the office of Senior Managing Executive Officer inJune 2023, and the Company considers him to be qualified for the office of Director in light of theCompany’s “Policy to Nominate Candidates for Director and Audit & Supervisory Board Member,etc.”

Nominee
NumberName (Birth Date)

Number of Company Shares Owned

Kyoko Kawamata(December 3, 1964)

Newly appointed

0

sharesNominee for Outside Director
Nominee for Independent Officer
Career Summary, Position, Areas of Responsibility, and Important Concurrent Posts

15

Apr. 1988

Joined The Mainichi Newspapers Co., Ltd.

Jul. 2015

Deputy General Manager, Project Headquarters of The Mainichi Newspapers
Co., Ltd.

Apr. 2020

Deputy Manager, President’s Office of The Mainichi Newspapers Co., Ltd.

Apr. 2021

General Manager, Intellectual Property Business Headquarters of The Mainichi
Newspapers Co., Ltd.

Apr. 2022

Ditto
Director of The Mainichi Newspapers Co., Ltd.

Oct. 2022

Director of The Mainichi Newspapers Co., Ltd. (scheduled to retire at the end of
May 2024), Member of the Group Corporate Strategy Office of The Mainichi
Newspapers Group Holdings Co., Ltd. (scheduled to retire at the end of May
2024)(currently maintained)
Reasons Why the Company Nominates the Nominee as an Outside Director, Expected
Roles, etc.
She held important posts in a major newspaper company for many years and has abundantbusiness experience and a wide range of insight. Based on the foregoing, the Company has
selected her as a nominee for the office of Outside Director because the Company expects that
she will contribute to further improvements in supervisory functions of management from an
objective perspective that is independent from the execution of business, and the Company
considers her to be qualified for the office of Outside Director in light of the Company’s “Policy to
Nominate Candidates for Director and Audit & Supervisory Board Member, etc.” The Company
has no transactions with either The Mainichi Newspapers Co., Ltd., where she has served as adirector, or The Mainichi Newspapers Group Holdings Co., Ltd., where she has served as amember of the Group Corporate Strategy Office.

Notes:1.

None of the nominees for the offices of Directors have business connections with theCompany.

2.

Mr. Hiroshi Sato, Mr. Michihiro Tsuchiya, Ms. Christina Ahmadjian, Mr. Katsuaki Watanabe,
Mr. Atsushi Horiba, and Ms. Kyoko Kawamata are nominees for Outside Directors and forIndependent Officers as defined by Tokyo Stock Exchange, Inc., etc.

3.

Matters to be described specifically regarding the Outside Director nominees (Mr. Hiroshi
Sato, Mr. Michihiro Tsuchiya, Ms. Christina Ahmadjian, Mr. Katsuaki Watanabe, Mr. Atsushi
Horiba, and Ms. Kyoko Kawamata) are as follows:(1)

Number of years since the Outside Director nominees started to hold office as an
Outside Director or an Audit & Supervisory Board Member of the Company
Mr. Hiroshi Sato will have held office as an Outside Director for eight (8) years upon
the closing of this Meeting.
Mr. Michihiro Tsuchiya and Ms. Christina Ahmadjian will have held office as Outside
Directors for six (6) years upon the closing of this Meeting.
Mr. Katsuaki Watanabe will have held office as an Outside Director for three (3) years
upon the closing of this Meeting. He had held office as an Outside Audit &Supervisory Board Member for eight (8) years until the time when he retired in June
2021.
Mr. Atsushi Horiba will have held office as an Outside Director for three (3) years upon
the closing of this Meeting.

(2)

Outline of the substance of the limited liability contract
The Company has entered into a limited liability contract with Mr. Hiroshi Sato,
Mr. Michihiro Tsuchiya, Ms. Christina Ahmadjian, Mr. Katsuaki Watanabe, and
Mr. Atsushi Horiba. The contract provides, with respect to the liability under
Article 423, paragraph 1 of the Companies Act, that each of them owes liability fordamages limited to the higher amount of either 10 million yen or the minimum liability
amount provided under Article 425, paragraph 1 of the Act, if they act without
knowledge and are not grossly negligent in conducting their duties.
If the appointment of Ms. Kyoko Kawamata is approved, the Company intends to enter
into a limited liability contract with her, the terms and conditions of which are similar tothe limited liability contract with each of the nominees above.

4.

The Company has entered into a directors and officers liability insurance contract under which
all Directors are insureds, and the contract provides that it will compensate for damage(through the payment of monetary damages and litigation costs, etc.) borne by the insureds if
such compensation for damage is claimed as a result of an act (or an omission) conducted by
the insureds in relation to the execution of their duties.
If each nominee starts to hold office as a Director, they will become insureds under the
insurance contract and the insurance contract will be renewed during their terms of office.

Third item: Appointment of one (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Ms. Michiko Uehara will expire upon
the closing of this Meeting. Approval is hereby requested for the appointment of one (1)Audit & Supervisory Board Member.
The nominee for the office of Audit & Supervisory Board Member is as follows, and thisagenda has already been approved by the Audit & Supervisory Board.

Name (Birth Date)

Number of Company Shares
Owned

Michiko Uehara(December 24, 1949)
Nominee for Outside Audit & Supervisory Board
Member

6,900 shares

Nominee for Independent Officer
Career Summary, Position and Important Concurrent Posts
Apr, 1976

Assistant Judge, Kobe District Court

Apr. 1979

Assistant Judge, Kobe District Court, Amagasaki Branch

Apr. 1982

Assistant Judge, Osaka District Court

Apr. 1986

Judge, Fukuoka District Court

Mar. 1989

Retired from office

May. 1989

Registered as Attorney at law

Jun. 2016

Audit & Supervisory Board Member of the Company (Outside Audit &Supervisory Board Member)(currently maintained)
Important Concurrent Post:
Attorney at law
Audit and Supervisory Board Member, The Japan Wool Textile Co., Ltd. (Outside Audit &Supervisory Board Member)
Director, Sekisui Kasei Co., Ltd. (Outside Director)
Reason Why the Company Nominates the Nominee as an Outside Audit & Supervisory Board Member,and Reason Why the Company Has Determined that the Nominee is Capable of Conducting the Duties
Appropriately as an Outside Audit & Supervisory Board Member
She has great insight and abundant experience in relation to corporate law, including compliance, having
been engaged in the judiciary as a judge and an attorney-at-law. The Company has selected her as anominee for the office of Outside Audit & Supervisory Board Member because the Company considers her tobe qualified for an Outside Audit & Supervisory Board Member in light of the Company’s “Policy to Nominate
Candidates for Director and Audit & Supervisory Board Member, etc.” She has no experience directly
concerning company management; however, the Company has determined that she is capable ofappropriately conducting the duties of an Outside Audit & Supervisory Board Member, due to the reasonsmentioned above. The Company has no specific transactional relationship with her, except for payment of
remuneration as an Audit & Supervisory Board Member of the Company, etc.

Notes:1.

The nominee for the office of Audit & Supervisory Board Member has no businessconnections with the Company.

2.

Ms. Michiko Uehara is a nominee for an Outside Audit & Supervisory Board Member and foran Independent Officer as defined by Tokyo Stock Exchange, Inc., etc.

3.

Matters to be described specifically regarding the Outside Audit & Supervisory Board
Member nominee are as follows:(1)

Number of years since the Outside Audit & Supervisory Board Member nominee
started to hold office as an Outside Audit & Supervisory Board Member of theCompany
Ms. Michiko Uehara will have held office as an Outside Audit & Supervisory Board
Member for eight (8) years upon the closing of this Meeting.

(2)

Outline of the substance of the limited liability contract
The Company has entered into a limited liability contract with Ms. Michiko Uehara.
The contract provides, with respect to the liability provided under Article 423,
paragraph 1 of the Companies Act, that Ms. Michiko Uehara owes liability fordamages limited to the higher amount of either 10 million yen or the minimum liability
amount provided under Article 425, paragraph 1 of the Act, if she acts without
knowledge and is not grossly negligent in conducting her duties.

4.

The Company has entered into a directors and officers liability insurance contract underwhich all Audit & Supervisory Board Members are insureds, and the contract provides that it
will compensate for damage (through the payment of monetary damages and litigation
costs, etc.) borne by the insureds if such compensation for damage is claimed as a result ofan act (or an omission) conducted by the insureds in relation to the execution of their duties.
If Ms. Michiko Uehara starts to hold office as an Audit & Supervisory Board Member, she will
become insured under the insurance contract and the insurance contract will be renewed
during her term of office.

[Reference Information]
The “Policy to Nominate Candidates for Director and Audit & Supervisory Board Member, etc.” of theCompany is as follows:1.

Candidates to be nominated as Inside Directors will be individuals who have and have carriedout the Sumitomo Spirit – which values doing your sincere best, not only in business but alsoin every aspect of your life, placing importance on integrity and not acting rashly or carelesslyin pursuit of immoral business. These will be individuals who have extensive experience andexcellent performance records in connection with our business; who have sound objective
judgement concerning management in light of the changing environment surrounding us andfuture changes; and who have superior character, foresight and insight.

2.

Candidates to be nominated as Outside Directors will be individuals with experience incompany management, experts of respective fields or academic experts who would besuitable for supervising our management from the viewpoint of encouraging sustainablegrowth and striving to increase corporate value over the mid-to-long term.

3.

If a Director is found to be in material breach of compliance with the laws and regulations or
the Articles of Incorporation, or it is otherwise determined that they are not able toappropriately fulfill their role or responsibility as a Director, the submission of an agenda fordismissal to the meeting of shareholders may be deliberated, depending on thecircumstances.

4.

Candidates to be nominated as Audit & Supervisory Board Members will be individuals withexperience in company management and persons with expertise in law, finance or accounting.

5.

The Nominating Advisory Committee will deliberate the candidates for Directors and Audit &Supervisory Board Members and the submission of an agenda regarding the dismissal of a
Director to the meeting of shareholders, and the Board of Directors will decide them by aresolution based on the report of the committee.

Fourth item: Payment of bonuses to Directors
The Company proposes to declare bonuses totaling 330 million yen (¥330,000,000) for nine(9) Directors, other than the five (5) Outside Directors, from among the fourteen (14) total
Directors, as of the end of this fiscal year. With respect to this item, the Company took theexisting amount of payments and other factors into consideration, as well as the businessresults for this fiscal year based on the policy for determining bonuses. Further, theCompensation Advisory Committee, of which more than half of the members consist ofoutside officers, deliberated and reported to the Board of Directors that this item isappropriate. Based on these facts, the Company has determined that the details of thisitem are proper.
Fifth item:

Revision of the amount of remuneration of Directors

With respect to the current amount of Directors’ remuneration, the amount of monthly
remuneration of Directors is not more than 70 million yen (of this, the amount of monthly
remuneration of Outside Directors is not more than 6 million yen) as resolved at the 146th
Ordinary General Meeting of the Shareholders, held on June 24, 2016, and the amount of
remuneration of Directors remained unchanged, of which the amount of monthly
remuneration of Outside Directors is not more than 10 million yen, as resolved at the 151st
Ordinary General Meeting of the Shareholders, held on June 25, 2021. However, due to theincreased responsibility associated with the expansion of the management scope thereafter,
and the fact that if the Second item is adopted as proposed, the number of Outside Directors
will increase by one (1) to become six (6), the Company requests approval to revise theamount of monthly remuneration of Directors to be not more than 90 million yen (of this, theamount of monthly remuneration of Outside Directors is not more than 20 million yen).
Further, as in the past, the Company proposes to have the amount of remuneration of
Directors not include the amount of employee salaries of Directors who have duties as
employees. In addition, if the Second item is adopted as proposed, the number of Directors
will be fifteen (15) (of which, the number of Outside Directors will be six (6)).
Moreover, this item was considered based on the policy for determining remuneration of
Directors. In addition, the Compensation Advisory Committee, of which more than half of themembers consist of Outside Directors, deliberated and reported to the Board of Directors that
this item is appropriate. Based on these facts, the Company has determined that the detailsof this item are proper.
Sixth item:

Revision of the amount of remuneration of Audit & Supervisory Board
Members

With respect to the current amount of Audit & Supervisory Board Members’ remuneration, theamount of monthly remuneration of Audit & Supervisory Board Members is not more than 12
million yen as resolved at the 151st Ordinary General Meeting of the Shareholders, held on
June 25, 2021. In order to continue to secure human resources with various, appropriateinsights, and to consider the system of Audit & Supervisory Board Members with flexibility
depending on the business conditions of the Group, the Company requests approval torevise the amount of monthly remuneration of Audit & Supervisory Board Members to be notmore than 14 million yen.
Further, if the Third item is adopted as proposed, the number of Audit & Supervisory Board
Members will remain five (5).

[Reference] Executive Structure and Skills Matrix in the Case Where the Second and Third Items Are Approved

The Company is a technology-development-type manufacturer that conducts its business globally by taking advantage of advanced technologies for customers in the various areas of environment and energy,
infocommunications, automotive, electronics, and industrial materials, based on the production technology of electric wires, and in order to fulfill the functions of the Board of Directors as a whole and toachieve the 2030 VISION and Mid-term Management Plan 2025, the Company posts personnel who are familiar with important fields in the decision-making process of corporate strategies, personnel with
abundant knowledge and experience in specialized fields which are taken seriously by the Company as a manufacturer, personnel with abundant experience in corporate management and abundantinternational sensibility, personnel with knowledge of law and industrial economic policies, etc., and personnel with independence contributing to enhancement of corporate value in a bird’s-eye-view position,
in a well balanced manner.
Based on this view, and with the Nominating Advisory Committee having discussed the matter, the Company describes the necessary requirements for directors who are responsible for management of theCompany in the matrix and describes the fields in which each individual has particular expertise or areas of responsibility in the company.

Committees of Which
They will be Members, if
the Second and Third
Items are Approved
Nominating Advisory
Committee/ Compensation
Advisory Committee
Nominating Advisory
Committee/ Compensation
Advisory Committee

Name and Attributes
Masayoshi Matsumoto Male
Representative Director
Chairman & CEO
Osamu Inoue
Male
Representative Director
President & COO
Hideo Hato
Representative Director
Executive Vice President

男性
Male

Human Resources andOrganization

Finance andAccounting○

Corporate
GovernanceDirectors

Yasuhiro Miyata
Managing Director

Toshiyuki Sahashi
Managing Director
Shigeru Nakajima
Managing Director
Yoshiyuki Ogata
Managing Director

○

○

○

○

○

○

○

○

Male

Male

○

Male

Ind. Officer

Michihiro TsuchiyaInd. Officer

Male

O/S

O/S

Female

O/S

Male

O/S

Christina Ahmadjian Ind. Officer

Ind. Officer

Male

Atsushi Horiba

Ind. Officer

Kyoko KawamataInd. Officer

Audit & Supervisory Board Members

FemaleYoshitomo Kasui

Akira Hayashi
Michiko Uehara

Ikuo Yoshikawa
Tatsuo KijimaInd. Officer

Nominating Advisory
Committee/ Compensation
Advisory Committee
Nominating Advisory
Committee/ Compensation
Advisory Committee
Nominating Advisory
Committee/ Compensation
Advisory Committee
Nominating Advisory
Committee/ Compensation
Advisory Committee

○

○

○

○

○

○

○

○

O/S

○

Corporate manager○

Corporate manager○

DX, Intellectual Property,
Corporate Disclosure,
Industrial Policy,
Information Systems
R&D, Infocommunications○○

Environment and Energy○○

Electronics

○

○

○

Industrial Materials

○

○

○

○

○

Transmission Devices○

Automotive○

Experienced in corporate
management○

Experienced in corporate
management○

Academic expert○

Experienced in corporate
management○

Experienced in corporate
management

○

○

○

○

○

Experienced in mass
media

○

○

－

○

－

○

Attorney at law○

Certified public accountant○

Experienced in corporate
management○
O/S

Ind. Officer

○

O/S

○

Ind. Officer

Male

○

○

Male

Male

Fields in Which One Has
Particular Expertise or
Areas of Responsibility in
the Company

○

○

O/S

Male

FemaleInternationality
and Global
Management

○

男性
Male

Male

Supply Chain,
Sales andProcurement

○

男性
Male

Hiroshi Sato

Katsuaki Watanabe

Manufacturing
and Production
Technology (*)○

男性
Akira Nishimura
Male
Representative Director
Senior Managing Director

Masaki Shirayama
Managing Director

Research andTechnical
Development

O/S

Ind. Officer○

Independent Officer as defined by Tokyo Stock Exchange, Inc., etc.

○

O/S

Outside Director / Outside Audit & Supervisory Board Member*……Includes expertise in environmental conservation
The matrix is based on each person's experience and indicates the areas in which they can demonstrate their expertise. Please note that it does not represent all the expertise or experience possessed.

(Translation)
BUSINESS REPORT(from April 1, 2023 to March 31, 2024)
1.

Matters Concerning Current Status of Corporate Group(1)

Progression of Business and its Results

Net Sales

4,402,814million yen (an increase of 9.9 %compared with the preceding fiscal year)

Operating Income

226,618million yen (an increase of 27.7 %compared with the preceding fiscal year)

Ordinary Income

215,341million yen (an increase of 24.2 %compared with the preceding fiscal year)

Profit Attributable to Owners of the Parent

149,723million yen (an increase of 32.9 %compared with the preceding fiscal year)

With respect to the world economy during this fiscal year, in the U.S., the economic
recovery continued, supported by stable personal consumption; however, in Europe, thecontinued tight monetary policies brought the economy to a standstill; further, in China, thepace of growth slowed due in part to worsening real estate market conditions. The
Japanese economy recovered moderately, despite the impact of global price increases,
partly due to moves to expand capital expenditure backed by improved corporate profits.
With respect to the business circumstances of the Group, although the businesscircumstances continued to be challenging in the Infocommunication sector due to restrained
investment by customers and inventory adjustments, in the Automotive sector, recovery of
the production of automobiles progressed as a result of an easing of a supply shortage ofsemiconductors and other components, and in the Environment and Energy sector, robust
demand continued. In this environment, in the consolidated financial settlement for thisfiscal year, net sales increased from the preceding fiscal year to 4,402,814 million yen(preceding fiscal year: 4,005,561 million yen, +9.9%), thanks to efforts to expand the sale ofwiring harnesses, anti-vibration rubber, power cables, and other commodities, as well as thedepreciation of the Japanese yen. With respect to income and profits, we worked toincrease sales as well as to thoroughly improve productivity, reduce costs, and improveselling prices; as a result, operating income was 226,618 million yen (preceding fiscal year:
177,443 million yen, +27.7%), ordinary income was 215,341 million yen (preceding fiscal
year: 173,348 million yen, +24.2%), and the profit attributable to owners of the parent was
149,723 million yen (preceding fiscal year: 112,654 million yen, +32.9%). In this way, eachof these items increased from the preceding fiscal year and achieved new record highs. We
also made efforts to improve asset efficiency, such as reducing inventories. As a result,
ROIC (return on invested capital) before tax increased from the preceding fiscal year to 7.6%
(preceding fiscal year: 6.6%).
The following section is a report outlining each segment.

Environment andEnergy Segment

Net sales

FY2022(Unit:
100 mill. yen)

Operatingincome(Unit:
100 mill. yen)

FY2023

FY2022

FY2023

Net sales increased by 51,738 million yen (compared with the preceding fiscal year:
5.6%) to 979,977 million yen due to the expansion of sales of power cables and rectangularmagnet wires for motors used in electric vehicles. Operating income increased by 4,970
million yen to 42,890 million yen due to the impact of copper price fluctuations as well as anincrease in sales.
Infocommunications
Segment

Net sales

FY2022(Unit:
100 mill. yen)

FY2023Operatingincome(Unit:
100 mill. yen)

FY2022
FY2023

Net sales decreased by 44,251 million yen (17.7%) to 206,074 million yen as a resultof reduced demand for optical fiber cables and optical/wireless devices due to investment
restraint and inventory adjustments by telecommunications and data center business
operators. Operating income resulted in a loss of 11,552 million yen and a decrease of
33,478 million yen due to a decrease in sales and a deterioration in productivity due to adecrease in volume.
Automotive
Segment

Net sales

FY2022(Unit:
100 mill. yen)

FY2023Operatingincome(Unit:
100 mill. yen)

FY2022

FY2023(Unit:
100 mill. yen)

Operatingincome(Unit:
100 mill. yen)

FY2023

FY2022

As a result of the recovery in automobile production due to the easing of the shortagein the supply of components such as semiconductors, demand for wiring harnesses,
electronic components of cars, and anti-vibration rubber increased. As a result, net sales
increased by 409,555 million yen (18.7%) to 2,596,404 million yen. Operating income
increased by 88,929 million yen to 144,674 million yen partly due to an increase in sales aswell as improvement of productivity.
Electronics Segment

Net sales

FY2022

FY2023

Net sales decreased by 9,535 million yen (2.6%) to 356,478 million yen partly due toa decrease in demand for electronic wires and heat shrink tubes for consumer use as well asa decrease in demand from major customers for FPCs (flexible printed circuits). Operating

income decreased by 9,052 million yen to 29,297 million yen partly due to a decrease insales as well as an increase in personnel expenses.
Industrial Materials
Segment andOthers

Net sales

FY2022(Unit:
100 mill. yen)

FY2023OperatingincomeFY2022(Unit:
100 mill. yen)

FY2023

Although demand for cemented carbide tools declined in China and Japan, net sales
increased by 889 million yen (0.2%) to 364,185 million yen due to the impact of thedepreciation of the Japanese yen. Operating income decreased by 2,911 million yen to
21,067 million yen due to a decrease in demand as well as an increase in personnel
expenses.
(2)

Conditions of Capital Expenditure

The total amount of capital expenditure for this fiscal year was 193.8 billion yen. The
following list shows the breakdown of capital expenditure by segment.
Segment

Amount of Capital
Expenditure(billions of yen)

Environment andEnergy25.9

Infocommunications

14.6

Automotive

111.5

Electronics

22.3

Industrial Materials
and Others

19.6

Main Content of Capital Expenditure
Increased production of and rationalization
investment in power system equipment suchas power transmission wires/cables/equipment
and substation equipment/control system
Increased production of and rationalization
investment in optical/wireless devices andoptical fiber cables
Increased production of and rationalization
investment in wiring harnesses and antivibration rubbers
Increased production of and rationalization
investment in FPCs and electronic wires
Increased production of and rationalization
investment in cemented carbide tools andsintered powder metal parts(Note)
The amounts of net sales and operating income of each segment indicate those amounts before theelimination of intersegment transactions, etc.

(3)

Fundraising

The Group raised funds through the issuance of 90.0 billion yen in bonds and other methods
for purposes such as repayment of short-term borrowings in order to acquire shares of both
Nissin Electric Co., Ltd. and TECHNO ASSOCIE Co., Ltd. and for other similar purposes, aswell as repayment of long-term borrowings.
(4)

Key Issues Requiring Attention

Economic Situation HereafterIt is anticipated that there will be concerns regarding a slowdown in the global
economy due to further increased political and geopolitical risks and prolonged credit
squeezes due to continued rising prices, and that the business circumstances of the Groupwill continue to be unpredictable.
The Group’s Efforts Hereafter
In these circumstances, aiming to realize the Group’s ideal vision of becoming a“Glorious Excellent Company”, the Group will work to improve our corporate values in a
unified effort toward the realization of “living in safety and comfort on our green planet” set
forth in the “Sumitomo Electric Group 2030 VISION,” our long-term vision, and conduct
management based on the Multistakeholder Capitalism (‘Goho Yoshi’ (Five-Way-Win) *),which means the steady distribution of positive outcomes to our stakeholders, i.e.,“employees”, “customers”, “suppliers”, “communities”, and “shareholders/investors.”
Specifically, we will work to further improve the basics of the manufacturing industry,“S” (Safety), “E” (Environment), “Q” (Quality), “C” (Cost), “D” (Delivery), and “D”(Development), And with respect to improvement of asset efficiency, for the improvement of
ROIC, which we regard as an important index, we will further improve our efforts, such as bymaking reasonable inventory balance and balance of operating receivables and payables,
implementing careful selection of capital expenditure projects, and shifting to high-valueadded items. We are promoting the growth strategies by the Group’s integrated capabilities
and working to strengthen the management base, and we are pursuing the following
strategies in each of our business segments, in order to achieve the “Mid-term Management
Plan 2025”, which started in the FY2023 as a milestone toward the realization of our longterm vision.
Environment and Energy Segment
With regard to power cables, we will make efforts to capture domestic demand for
replacement of facilities, among other things, and in addition to that, expand orders for
projects related to renewable energy, as well as cross-national and cross-regional
interconnection lines, which contribute to the decarbonization, and focus on strengthening
production capacity, cost reductions, quality improvement, development of new products, andstrengthening project management. With regard to rectangular magnet wires for motors
used in electric vehicles, we will make improvements in profitability through the reduction of
costs and proceed with developing next-generation products that respond to electric vehicles
becoming high-voltage and establishing the global supply system. Furthermore, we will
strive to create further synergies with Nissin Electric Co., Ltd., which we made our whollyowned subsidiary in May 2023, and make efforts to expand orders further, while taking
advantage of the Group’s integrated capabilities, including those of Sumitomo Densetsu Co.,
Ltd.
Infocommunications Segment
Although some temporary demand stagnation due to investment restraint bycustomers and inventory adjustments has continued, changes to a market environment,
which allows the Company to better demonstrate its technological capability, are becoming
visible, such as the worldwide expansion of the fifth-generation mobile communications
system (5G), steady growth of the market for cloud services *, and further expansion of data
center-related market due to rapid dissemination of generative AI *. In order to ensure thatthese demands are captured, we will continue and accelerate development and marketing of*“Goho Yoshi (Five-Way-Win)”: a basic idea about “distribution” in the Company’s management.
*Cloud services: providing data and software that previously were used by users on local computers,

as a service to users via a network.

*Generative AI: AI (Artificial Intelligence), which generates various contents such as images, text,

music, videos, and programs by responding to questions, work instructions, etc.

new products of optical cables, optical wiring equipment, and optical devices, and highperformance products that have environmentally-resistant performance including low power
consumption, such as extra low-loss and large capacity optical fibers for submarine cables,
multi-core fibers of which the Company began mass production for the first time in the world,
highly efficient wireless devices for 5G base stations, and access network equipment that isincreasingly adopting the new method, and we will make efforts to improve profitability bythorough reduction of costs.
Automotive Segment
In order for the Company, as a “connecting” partner for mobility systems, to expand
the “connected” business, we will work to further reduce costs and thoroughly improve asset
efficiency and further expand sales of aluminum harnesses corresponding to the needs ofweight reduction, as well as push evolution of conventional harnesses such as automation of
production and expansion of new designs and new methods of production that will lead tocost reduction. In addition, the Group will also make efforts to create and expand sales of
new products that capture the market of CASE ∗, which is expected to expand in the future,such as high-voltage wiring harnesses for electric vehicles, and connectors for high-speed
communication, by enhancing collaboration within the Group and partner relationships andcooperation with customers. Sumitomo Riko Company Limited will try to make the existing
businesses more efficient in the field of automotive anti-vibration rubbers and hoses, and willfurther work to improve the business growth and profitability by focusing on developing new
products for the next-generation mobility systems.
Electronics Segment
With regard to FPCs, we will strive to market high-performance products that utilize
fine circuit fabrication technology, thoroughly reduce costs, and increase performance, andwe will accelerate marketing for CASE compatible products and products for medical careand development of new products with high frequency characteristics. With regard to leadwire (tab leads) for battery terminals of electric vehicles, wires for electric parking brakes,
and heat shrink tubes, which utilize irradiation cross-linking technology, and porous watertreatment membrane systems that utilize fluorine resin processing technology, we will strive
to expand business by capturing various customer needs. In addition, we will strive tocreate further synergies with TECHNO ASSOCIE Co., Ltd., which we made our whollyowned subsidiary in May 2023.
Industrial Materials Segment
With regard to cemented carbide tools, we will surely capture the demand not only inthe main automotive area but also in the areas of construction machines, agriculturemachines, electronics, etc. by strengthening our global sales power and will proceed withnew business development related to electric vehicles, aircrafts, semiconductors, renewableenergy, etc. and will make efforts to expand our market share. With regard to sinteredpowder metal parts, we will aim to develop new products and further strengthen marketingfor electric vehicles or non-automotive purposes and the cost competitiveness. With regard
to prestressed concrete and precision spring steel wires, we will strive to improve profitability
by strengthening global production and sales organization and developing new products.
Research and Development Activities
Aiming to revitalize and accelerate research and development as one of the key
driving forces to create an extensive range of technologies, we will work to use a backcasting
approach regarding social issues, advance and make processes more efficient, andstrengthen open innovation and collaboration with outside entities. As specific initiatives, inorder to develop the current businesses, we will work on themes such as reinforcement of*CASE: a term that represents an automotive industry trend and combines the initials of “Connected,”“Autonomous,” “Shared,” and “Electric.”

power grids, stable supply of renewable energy, enabling large-capacity and low latency
telecommunication networks, and electrification in mobility by utilizing close relationship with
the Business Division and the Sales & Marketing Division and partnership relationships withcustomers, focusing on key business areas. In addition, as our challenge to new themes,
we have set “Earth,” “Life,” and “Human” as three new dynamic value spheres, and for thesustainability of “Earth,” we will promote research on matters such as energy saving,
renewable energy, and material recycling, and also promote research aimed at a safe andcomfortable “Life” and expanding possibility of “Human.”Management Basis, etc.
Ultimately, we believe that compliance with laws and regulations and maintaining
corporate ethics constitute the foundation of the Company’s management, and that they are
the absolute basis to continue and develop as a corporation. From now on, under the
principles of the Sumitomo Spirit, which values doing your sincere best, not only in businessbut also in every aspect of your life, placing importance on integrity, and not acting rashly or
carelessly in pursuit of immoral business, we will make all efforts to ensure that all corporate
activities are conducted fairly and honestly and can be trusted by society. In addition, we
consider that the Sumitomo Spirit and the Sumitomo Electric Group Corporate Principles
share common core values with the SDGs (Sustainable Development Goals). We will strive
to realize a sustainable society through consideration of global environmental issues such as
climate change, respecting human rights, ensuring employee well-being and a healthy work
environment, and fair and impartial trade with clients, as well as managing natural disasters,
etc., which are issues related to sustainability.
We would like to ask our shareholders for your further understanding and support in
the future.
(5)

Trend of Assets and Profits or Losses(i)Trend of Assets and Profit or Losses of Corporate Group (Consolidated)

Entry

Year

Net Sales(millions of yen)
Operating Income(millions of yen)
Ordinary Income(millions of yen)
Profit Attributableto Owners of the
Parent(millions of yen)
Earnings per
Share
(yen)
Net Assets(millions of yen)
Total Assets(millions of yen)

FY2023(this fiscal year)

FY2019FY2020

FY2021

FY2022

3,107,027

2,918,580

3,367,863

4,005,561

4,402,814

127,216

113,926

122,195

177,443

226,618

130,498

114,072

138,160

173,348

215,341

72,72056,34496,306112,654

149,723

93.24

72.25

123.49144.45191.98

1,766,647

1,892,506

2,052,938

2,110,819

2,431,888

3,100,260

3,381,914

3,807,390

4,013,008

4,365,397(Notes)1.
Earnings per share is computed based on the weighted average number of shares of common
stock outstanding during each period.
2.

With respect to FY2020, due to, e.g., a decrease in production of automobiles caused by
COVID-19, delays in communication and power supply work, and a decline in the price ofoptical fibers, sales decreased from the preceding fiscal year. With respect to income,despite our all-out efforts toward cost reduction measures, such as cutting down non-urgent
costs and refraining from capital expenditures, not all of the effect of the decrease in sales
could be absorbed, and operating income, ordinary income, and the profit attributable toowners of the parent decreased from the preceding fiscal year.

(ii)

Trend of Assets and Profits or Losses of the Company

Entry

Year

FY2023(this fiscal year)

FY2019FY2020

FY2021

FY2022

1,149,030

1,064,781

1,305,756

1,431,971

1,628,376

3,882(7,007)

15,704

15,584

17,287

48,62526,87464,06365,92981,61542,442

9,558

52,35455,181

43,229

54.41

12.25

67.11

70.74

55.42

772,037

762,483

781,185

795,440

813,927

1,331,126

1,376,632

1,413,289

1,522,314

1,748,660

Net Sales(millions of yen)
Operating Income(millions of yen)
Ordinary Income(millions of yen)
Profit for the year
(millions of yen)
Earnings per
Share
(yen)
Net Assets(millions of yen)
Total Assets(millions of yen)

(Notes)
Earnings per share is computed based on the weighted average number of shares of common stock
outstanding during each period.

(6)

Content of Main Businesses (as of March 31, 2024)

The Group conducts manufacturing and sales of the following products, as well as
construction design and execution.
Segment
Environment andEnergyInfocommunications

Automotive
Electronics
Industrial Materials
and Others

Main products and others
Electric conductors, power transmission
wires/cables/equipment, magnet wires, air cushions for railroad
vehicles, power system equipment such as substationequipment/control system, charged beam equipment andprocessing, electrical/power supply work and engineering,
porous metals, metal materials for electronic parts
Optical fiber cables, telecommunication cables and equipment,
fusion splicers, optical/wireless devices such as opticaltransceiver modules/wireless communication devices,compound semiconductors, access network equipment (GEPON/set-top box/CATV-related products, etc.)
Wiring harnesses, anti-vibration rubbers/automotive hoses,
electronic components of cars and network system products
such as traffic control
Electronic wires, electron beam irradiated products, flexible
printed circuits, fluorine resin products, fasteners, metal parts,
chemical products
Tensioning materials for prestressed concrete, precision spring
steel wires, steel tire cords, cemented carbide tools,

Segment

Main products and others
diamond/CBN tools, laser optics, sintered powder metal parts,
semiconductors heat-spreader materials(7)

Main Offices and Factories (as of March 31, 2024)(i)

The Company

Head Office Osaka City

Offices

Osaka, Tokyo, Chubu District Office (Nagoya City), Okinawa Branch Office (NahaCity), Kyushu Branch Office (Fukuoka City), Shikoku Sales Office (Takamatsu City),
Chugoku Branch Office (Hiroshima City), Hokuriku Sales Office (Toyama City), Hitachi
Branch Office (Hitachi City, Ibaraki Prefecture), Tohoku Branch Office (Sendai City),
Hokkaido Branch Office (Sapporo City)

Factories

Osaka Works (Osaka City), Itami Works (Itami City, Hyogo Prefecture),
Yokohama Works (Yokohama City), Ibaraki Works (Hitachi City, Ibaraki Prefecture)(ii)

Subsidiaries and Affiliates
Please see “(9) Status of Important Subsidiaries and Affiliates.”(8)

Employee Situation (as of March 31, 2024)(i)

Employee Situation of Corporate Group
Segment

Number of Employees

Increase fromMarch 31, 2023

Environment and Energy

15,296(111)

Infocommunications

7,259

(196)

235,492

4,486
(103)

Automotive
Electronics
Industrial Materials and Others

19,658

Total

15,561(1)

293,266

4,075(Note)“Number of Employees” means the number of actual employees on duty (i.e., the number of
employees dispatched to non-consolidated companies is not included, but the number of thosedispatched from non-consolidated companies is included).

(ii)

Employee Situation of the Company
Number of Employees

Increase fromMarch 31, 2023

Average age

Average Length ofService (Years)

6,995

(149)

43.2

17.5

(Note)“Number of Employees” does not include the 5,982 employees of the Company who are dispatched tocompanies other than the Company.

(9)Status of Important Subsidiaries and Affiliates (as of March 31, 2024)
Company Name

Location

CapitalSumitomo Wiring
Systems, Ltd.

Yokkaichi City,JPY

Mie Prefecture

20,042 Million

Sumitomo Electric
DeviceInnovations, Inc.

Yokohama City

Sumitomo RikoCompany Limited

Nagoya City

Sumitomo Electric
Hardmetal Corp.

Nissin ElectricCo., Ltd.

JPY
12,145 Million

Itami City, Hyogo

JPY

Prefecture

11,900 Million

Kyoto City

Sumitomo
Densetsu Co., Ltd.

Osaka City

Sumitomo Electric
Tochigi Co., Ltd.

Utsunomiya CityTECHNOASSOCIE Co.,
Ltd.

JPY
15,000 Million

Osaka City

JPY
10,253 Million

JPY
6,440 Million

JPY
5,250 Million
JPY
5,001 Million

Hokkaido
SumidenPrecision Co., Ltd.

Naie Town,
Sorachi Subprefecture,
Hokkaido

Sumitomo Electric
Sintered Alloy,
Ltd.

Takahashi City,
OkayamaPrefecture

3,004 Million

Sumitomo Electric
Wintec, Inc.

Koka City, Shiga

JPY

Prefecture

3,000 Million

Sumiden HST
Cable, Ltd.

Osaka City

JPY
4,350 Million

JPY

JPY
400 Million

Share-holding%

Main Business100.00

Manufacture, processing andsales of automotive wiring
harnesses, connectors

100.00Development, manufactureand sales of opticaltransceiver, optical/wirelessdevices composed ofcompound semiconductors,
and their application

50.67

Manufacture and sales of antivibration rubbers, hoses andresin products

100.00

Manufacture and sales of
cemented carbide tools,
diamond/CBN tools, etc.

100.00

Manufacture and sales ofsubstation equipment, plant
control system, photovoltaic
system, etc.

50.17

Design, installation andsupervision of powertransmission lines, indoor
wiring cables andcommunications system works

55.56

Manufacture and sales of steel
tire cords and precision spring
steel wires

100.00

Sales of screws, non-ferrous
metal products, etc.

100.00

Manufacture and sales of
cemented carbide and raw
metal powder

100.00

Manufacture and sales ofsintered powder metal parts

100.00

Manufacture and sales ofmagnet wires

56.00

Sales of wire cables

Company Name

Location

CapitalShare-holding

Sumitomo Electric
Wiring Systems,
Inc.

USD

%

U.S.A.

243,920

Sumitomo ElectricLightwave Corp.

U.S.A.

Judd Wire, Inc.

U.S.A

ThousandUSD
54,780 Thousand

100.00

Manufacture and sales ofautomotive wiring harnesses
and connectors

100.00

Manufacture and sales of
optical cables, etc., and salesof fusion splicers, etc.

100.00

Manufacture and sales ofelectronic wires

100.00

Manufacture and sales ofautomotive wiring harnesses

100.00

Manufacture and sales ofpower cables

100.00

Manufacture and sales ofautomotive wiring harnesses
and connectors

100.00

Manufacture and sales ofautomotive wiring harnesses

100.00

Manufacture and sales ofautomotive wiring harnesses

100.00

Manufacture and sales oftensioning materials forprestressed concrete,
precision spring steel
wires,and steel wires forreinforcement of tires

100.00

Manufacture and sales of wire
rods

100.00

Manufacture and sales ofmagnet wires

91.67

Manufacture and sales of wire
cables100.00

Manufacture and sales of wirerods, aluminum wire rods andbars, automotive aluminum
wires

USD

Sumidenso do
Brasil Industrias
Eletricas Ltda.

40,000ThousandBRL

Brazil

232,921Main BusinessThousand※

Sumitomo
Electric U.K.
Power Cables
Ltd.,

GBP
U.K.

Thousand

Sumitomo Electric
Wiring Systems(Europe）Limited

U.K.

Sumitomo Electric
Bordnetze SE

Germany

SEWS-CABIND
S.p.A.

Italy

EUR
93,950 Thousand
EUR
2,046
ThousandPT. Sumiden
Serasi Wire
Products

Indonesia

PT. Karya
SumidenIndonesia

Indonesia

PT. Sumitomo
Electric Wintec
Indonesia

Indonesia

PT. Sumi Indo
Kabel Tbk.

Indonesia

SEI ThaiElectric
Conductor Co.,Ltd.

127,000

EUR
30,000 Thousand

USD
51,000 Thousand

USD
44,109 Thousand
USD
35,000ThousandThailandUSD
52,431 Thousand
THB
2,010
MillionCompany Name

Share-holding

Location

CapitalThailand

THB
1,130 Million

100.00

Manufacture and sales of steel
tire cordsand zinc-coated wires

SEI Electronic
Components(Vietnam), Ltd.

Vietnam

USD
100,000
Thousand

100.00

Manufacture and sales offlexible printed circuits

Sumidenso
Vietnam Co.,Ltd.

Vietnam

USD
35,000 Thousand

100.00

Manufacture and sales ofautomotive wiring harnesses

Sumi Philippines
Wiring Systems
Corporation

Philippines

USD
60,000 Thousand

100.00

Manufacture and sales ofautomotive wiring harnesses
and electric wires※
Sumi North
Philippines
Wiring Systems
Corporation

Philippines

USD
39,821 Thousand

100.00

Manufacture and sales ofautomotive wiring harnesses
and electric wires

Sumitomo
Electric Wintec(Malaysia) Sdn,
Bhd.

Malaysia

USD
36,141 Thousand

100.00

Manufacture and sales ofmagnet wires

Sumitomo
Electric Wintec
Magnet Wire
(Changzhou)

China

RMB
454,466
Thousand

100.00

Manufacture and sales of wirerods and magnet wires

Sumidenso
Mediatech
Suzhou Co., Ltd.

China

RMB
347,585
Thousand

100.00

Manufacture and sales ofautomotive wiring harnesses

Sumitomo ElectricInterconnect
Products(Suzhou), Ltd.

China

RMB
338,299
Thousand

100.00

Manufacture and sales ofelectronic wires

Sumitomo ElectricInterconnect
Components(Shenzhen), Ltd.

China

RMB
326,943
Thousand

100.00

Manufacture and sales ofelectronic wires

Fuzhou Zhu
Wiring Systems
Co., Ltd.

China

RMB
275,236
Thousand

100.00

Manufacture and sales ofautomotive wiring harnesses
and electric wires

Huizhou Zhurun
Wiring Systems
Co., Ltd.

China

RMB
288,020
Thousand

87.86

Manufacture and sales ofautomotive wiring harnesses

Sumitomo ElectricInterconnect
Products (HongKong), Ltd.

Hong Kong,
China

HKD
648,000
Thousand

100.00

Sales of electronic wires,
flexible printed circuits

Sumiden SteelWire(Thailand)
Co.,Ltd.

Main Business%※Company Name

Location

CapitalShare-holding

Sumitomo Rubber
Industries, Ltd.

Kobe City

JPY
42,658Million

28.91%

Main Business
Manufacture and sales ofautomotive tires, etc.

(Notes)1.
The figures under “Shareholding” above are the percentages, including the shareholding by
the subsidiaries, etc.
2.
A company marked with “※” under “Company Name” is a company added to the list starting
this fiscal year.
3.
With respect to Sumitomo Electric U.K. Power Cables Ltd., the amount of capital includes theamount of capital surplus.

(10) Important Corporate Restructuring, etc.

We made Nissin Electric Co., Ltd. and TECHNO ASSOCIE Co., Ltd. our wholly-owned
subsidiaries as of May 1, 2023.
(11)

Major Lenders (as of March 31, 2024)
Lenders

Sumitomo Mitsui Banking Corporation
The Norinchukin Bank
Sumitomo Mitsui Trust Bank, Limited
MUFG Bank, Ltd.
Development Bank of Japan Inc.

Balance of Borrowings

millions of yen

156,51474,08560,47754,69051,000(Notes)1.
The balance of borrowings above includes the borrowings from the overseas
subsidiaries of each financial institution.
2.
In addition to what is set forth in the table above, there is a syndicated loan whichamounts to 62,485 million yen.
(12)

Other Important Matters Concerning Current Status of Corporate GroupThe Company is in negotiations with some automakers for compensation regarding violationof antitrust law in the Automotive segment.

2.

Information Concerning Shares (as of March 31, 2024)(1)

Total Number of Authorized Shares
3,000,000,000 shares(2)

Total Number of Issued Shares
793,940,571 shares (compared with the end of preceding fiscal year: no increase or
decrease)(3)

Number of Shares for One Unit of Shares
100 shares(4)

Number of Shareholders
68,001 shareholders (compared with the end of preceding fiscal year: decrease of
718 shareholders)【Reference】Distribution of Ownership of Shares by Holder
ForeignInvestors

Financial
Institutions

32.25%

45.72%

Domestic
Individuals
and Others
11,31%
Other Domestic
Corporations
3.61%

Domestic
Securities
Companies
5.36%
Own Shares
1.75%

(5)

Largest Shareholders (top 10 shareholders)Name of the Shareholder

The Master Trust Bank of Japan, Ltd. (trust account)
Custody Bank of Japan, Ltd. (trust account)
Nippon Life Insurance Company
BBH/BBH+CO SUMITOMO MITSUI TRUST BANK,LIMITED(LONDON BRANCH)FOR SIMPLEX VALUECREATION FUND JPY A CLT A/C
SUMITOMO LIFE INSURANCE COMPANYSTATE STREET BANK WEST CLIENT - TREATY
505234The Master Trust Bank of Japan, Ltd. (trust account J)
JPMorgan Securities Japan Co., Ltd.
Kochi Shinkin Bank
JP MORGAN CHASE BANK 385781
Total

Number of
Shares Heldin thousands ofsharesShareholding
Percentage%

137,932
76,99024,703

17.68
9.87
3.17

19,0772.45

15,556
13,732

1.99
1.76

12,59012,424
11,453
10,466

1.61
1.59
1.47
1.34

334,927

42.94

in thousands ofshares%(Notes)1.
SUMITOMO LIFE INSURANCE COMPANY, in addition to what is set forth in the table
above, has established a trust for retirement benefits holding 8,000 thousand shares (a1.03% shareholding) in the Company, and has retained the authority to give instructions
to exercise voting rights.
2.
Shareholding percentages have been calculated after deducting from the total number
of issued shares the 13,867,704 of its own shares that the Company holds.

3.

Matters Related to Officers of the Company(1)

Name, etc. of Directors and Audit & Supervisory Board Members (as of March
31, 2024)
Name

Position and Areas of Responsibility※Masayoshi Matsumoto Chairman & CEO※Osamu Inoue※Mitsuo Nishida

Important Concurrent Post
Chairman, Kansai Economic
Federation

President & COO

Executive Vice President
General Manager, Automotive
Business Unit

Chairman of Board of Directors,
Sumitomo Wiring Systems, Ltd.
Chairman of the Board, Sumitomo
Electric Wiring Systems, Inc.
Joint Representative Director,
Kyungshin Co., Ltd.

※Hideo Hato

Executive Vice President
General Manager, New Business
Development Unit
Deputy General Manager,
Automotive Business Unit
(Systems & Electronics Division)
Corporate Staff Group (Legal, Public
Relations, Information Systems,
Corporate Planning, Intellectual
Property, Security Trade Control)
Environment and Energy Group (Energy
System Division)※Akira Nishimura

Senior Managing Director
General Manager, R&D Unit

Masaki Shirayama

Managing Director
General Manager, Electric Wire &Cable, Energy Business Unit

Yasuhiro Miyata

Managing Director
General Manager, Electronics Sales
Unit
Sales Group (Sales Compliance)

Toshiyuki Sahashi

Managing Director
General Manager, Advanced Materials
Business Unit
Director, Sumitomo Electric
Hardmetal Corp.
Industrial Material Group(Sintered
Metal Components Division, Special
Steel Wire Division)

Director, Nissin Electric Co., Ltd.

Director, TECHNO ASSOCIE Co., Ltd.
Director, Sumitomo ElectricInterconnect Products (HongKong), Ltd.

Name

Shigeru Nakajima

Position and Areas of Responsibility
Managing Director
General Manager, Semiconductor
Innovation Business Unit
Deputy General Manager, R&D Unit

Important Concurrent Post

Director, Sumitomo Electric Device
Innovations, Inc.

（Transmission Devices Laboratory）

Hiroshi Sato

Director

Advisor, Kobe Steel, Ltd.
President & Representative
Director, The Kobe International
House Inc.
Director, Iwatani Corporation

Michihiro Tsuchiya

Director

Director, RaQualia Pharma Inc.

Christina Ahmadjian

Director

Director, Asahi Group Holdings,
Ltd.
Director, NEC Corporation
Director, Niterra Co., Ltd.

Katsuaki Watanabe

Director

Director, Kyushu Financial
Group, Inc.

Atsushi Horiba

Director

Chairman & Group CEO,HORIBA, Ltd.
Chairman, HORIBA STEC, Co.,Ltd.
Director, Softbank Corp.

Yoshitomo Kasui

Audit & Supervisory Board Member(full-time)

Akira Hayashi

Audit & Supervisory Board Member(full-time)

Michiko Uehara

Audit & Supervisory Board Member

Attorney at law
Audit & Supervisory Board
Member, The Japan Wool Textile
Co., Ltd
Director, Sekisui Kasei, Co., Ltd.

Ikuo Yoshikawa

Audit & Supervisory Board Member

Certified public accountant

Tatsuo Kijima

Audit & Supervisory Board Member

Advisor, West Japan Railway
Company
Director, Osaka Gas Co., Ltd.

(Notes)1.
Directors marked with “※” are Representative Directors.
2.
Among the Directors above, Mr. Hiroshi Sato, Mr. Michihiro Tsuchiya, Ms. Christina
Ahmadjian, Mr. Katsuaki Watanabe, and Mr. Atsushi Horiba are not only Outside

3.

4.

5.
6.

Directors under Article 2, Item 15 of the Companies Act, but also Independent Officers
under the rules of Tokyo Stock Exchange, Inc., etc.
Among the Audit & Supervisory Board Members above, Ms. Michiko Uehara, Mr. Ikuo
Yoshikawa, and Mr. Tatsuo Kijima are not only Outside Audit & Supervisory Board
Members under Article 2, Item 16 of the Companies Act, but also Independent
Officers under the rules of Tokyo Stock Exchange, Inc., etc.
Mr. Akira Hayashi, an Audit & Supervisory Board Member, having years of experiencein the Accounting and Finance Division of the Company, has a distinguished level ofknowledge of finance and accounting.
Mr. Ikuo Yoshikawa, an Audit & Supervisory Board Member, qualified as a certified
public accountant, has a distinguished level of knowledge of finance and accounting.
As of June 28, 2023, Mr. Nobuyuki Kobayashi (Managing Director) retired from his
director position due to expiration of his term of office.
The positions in parentheses are as of their retirement.
The reassignment of the position and areas of responsibility of a director after the last
day of this fiscal year are as follows:
Name
Hideo Hato

7.

Position and areas of
responsibility after thereassignment

Position and areas of
responsibility before thereassignment

Executive Vice President
General Manager, New
Business Development
Unit
Deputy General
Manager, Automotive
Business Unit (Systems& Electronics Division)
Corporate Staff Group(Legal, Public
Relations, Information
Systems, Corporate
Planning, Intellectual
Property, Security
Trade Control)

Executive Vice President
General Manager,
New Business
Development Unit
Deputy General
Manager, Automotive
Business Unit
(Systems &Electronics Division)
Corporate Staff Group(Legal, Public
Relations, Information
Systems , Corporate
Planning, Intellectual
Property, Security
Trade Control)
Environment andEnergy Group(Energy System
Division)

Date ofreassignment
As of April 1,
2024

The changes regarding the important concurrent post of a director after the last day ofthis fiscal year are as follows:
Name

Position after the change

Christina
Ahmadjian

Director, Asahi Group
Holdings, Ltd.
Director, NEC Corporation
Director, Niterra Co., Ltd.
Executive Director, National
University
Corporation Hokkaido
University(part-time)

Position before thechangeDirector, Asahi Group
Holdings, Ltd.
Director, NEC Corporation
Director, Niterra Co., Ltd.

Date of change
As of April 1,
2024

(2)

Remuneration, etc. of Directors and Audit & Supervisory Board Members(i)

Total Amounts of Remuneration, etc. of Directors and Audit & Supervisory Board
Members
Position of
Officers
Directors
Audit &
Supervisory
Board
Members

Total Amount of
Remuneration,
etc.
1,041,300,000yen
131,100,000yen

Total Amount by Type ofRemuneration, etc.
Fixed
PerformanceRemuneration
based Bonuses
711,300,000yen

330,000,000yen

131,100,000yen-

NumberofTargetOfficers

15
5(Notes)1.
The number of officers above includes one Director who retired as of June 28,
2023.
2.
The amount of remuneration for Directors shown above includes the amountof a bonus payment of 330 million yen if a resolution regarding the payment ofa bonus to the Directors is adopted as proposed at the 154th General Meetingof the Shareholders.
(ii)

Policy for Determining Remuneration, etc. and Similar Matters

The Company has established a policy for determining individual remuneration, etc.
for Directors and when determining these issues, they are discussed at the Compensation
Advisory Committee, which is chaired by an Outside Director and a majority of the membersof which are Outside Directors, and based on the content reported to the Board of Directors,
they are adopted by resolutions of the Board of Directors. The specific content of the policy
is as follows.
For determining Directors’ remuneration, etc., based on the Sumitomo Spirit and theSumitomo Electric Group Corporate Principles, we will maintain a firm stance on our
universal basic policy of contributing to society through fair business activities and havedesigned a remuneration structure whereby we provide incentives for Directors making theCompany Group grow sustainably and improving our corporate value in the mid- and longterm.
a.
b.

Composition of Remuneration for Directors
Remuneration for Directors is composed of monthly remuneration and bonus.

Policy for Determining Monthly Remuneration
Regarding monthly remuneration, a monthly remuneration table for each post is set
based on each post’s role and degree of responsibility as well as on the extent of theircontribution to the Company’s performance, after ensuring the objectivity of the standards ofremuneration by utilizing third party analysis of officers’ remuneration covering corporations
similar to the Company in areas such as the business contents and scale. The amount in
the table adopted for each person is determined upon consideration of the Director’s role,
degree of responsibility, scale, complexity and difficulty of the area of which the Director is incharge as well as on the extent of their contribution to the Company’s performance also witha mid- and long-term perspective. The total amount of monthly remuneration for Directors isdetermined within the framework of the remuneration amount resolved at the shareholders’meeting.

c.

Policy for Determining Bonuses and Content of Performance Indicators
The Directors’ bonuses shall be performance-based bonuses, and their total amountis subject to the annual shareholders’ meeting resolution and determined comprehensively
considering the Company’s performance in each fiscal year, particularly items such as
dividend levels, in addition to net sales, operating income, ROIC, and the profit attributable toowners of the parent, which are taken seriously by the Company in its management strategy,
after ensuring the objectivity of the standards of remuneration by utilizing third party analysis
of officers’ remuneration covering corporations similar to the Company in areas such as thebusiness contents and scale. The allocation for each Director is set at a standard thatprovides incentives for each Director and in consideration of a mid- and long-term
perspective and taking into account the Director’s post, degree of responsibility, achievementof the main goals in the department or division for which they are responsible (items such as
net sales, each profit index, and ROIC), their contribution to the Company’s performanceeach fiscal year, and qualitative factors such as qualifications necessary to achieve them.
The Company does not pay bonuses to Outside Directors from the viewpoint of ensuring
independence.
[Indices, Goals, Results, etc. Related to Performance-based Bonuses]
The goals and results of indices related to performance-based bonuses during thisfiscal year are as shown in the following table.
Indicators

Operating
IncomeMarginOrdinary
Income(millionsof yen)ProfitAttributable to
Owners of the
Parent(millions of
yen)

ROIC

ROE

177,443

4.4%

173,348

112,654

5.9%

6.1%

4,100,000

180,000

4.4%

170,000

100,000

6.0%

5.2%

Goals (ininterim)4,300,000

200,000

4.7%

183,000

110,000

6.6%

5.6%

Results

4,402,814

226,618

5.1%

215,341

149,723

7.2%

7.3%

Entry
(Results oftheprecedingfiscal year)
Goals (atthebeginningof the year)

Net Sales(millions ofyen)Operating
Income(millionsof yen)4,005,561(Notes)Regarding the values stated as goals, those (at the beginning of the year) are in the
consolidated performance forecast value at the time of announcing the settlement in the full
fiscal year ended in March 2023 and those (in interim) are in the consolidated performance
forecast value revised at the time of announcing the settlement in the second quarter for the
fiscal year ended in March 2024.

d.

Policy for Determining Ratio of Monthly Remuneration and Bonuses
The ratio of monthly remuneration and bonuses is not established, and changes due
to performance indicators, individual evaluation, etc. as set forth in paragraph c. above.
Furthermore, the payment ratio of monthly remuneration and bonuses is approximately
1:0.24-0.5 in the results for past few years.
e.

Procedure for Determining Remuneration
Regarding the procedure for determining monthly remuneration and bonuses,
important matters such as the policy for their determination, the establishment and revision

or abolition of related internal rules, etc., and the specific amounts of individual monthly
remuneration and bonuses based on performance evaluations are discussed at theCompensation Advisory Committee from an objective perspective. The Board of Directors
will discuss and determine the policy for their determination thereof, and establishment andrevision or abolition of related internal rules based on the report from the Compensation
Advisory Committee, and will determine agenda items for the total amounts of bonuses andmonthly remuneration for each fiscal year to be proposed in the shareholders’ meeting if itreconsiders the cap on their total amounts. The specific amounts of individual monthly
remuneration and bonuses and the timing and method of payment thereof are determined by
the President, as delegated by the Board of Directors, based on the content reported by theCompensation Advisory Committee. Remuneration for Audit & Supervisory Board Members
is determined through discussion among Audit & Supervisory Board Members within theframework of the remuneration amount resolved at the shareholders’ meeting.
■Matters Concerning Delegation Related to Determining Directors’ Individual Remuneration,etc.
As for the approach and method of calculation of Directors’ monthly remuneration andbonuses, and individual amounts based thereon, the President (Osamu Inoue), who receives
an overview of the performance of the Company as a whole and evaluates each Executive
Director, made a proposal, and the Compensation Advisory Committee discussed and madedecisions on these matters. The Board of Directors approved the approach and method of
calculation of monthly remuneration and bonuses, delegated the specific amounts and timing
and method of payment to the President (Osamu Inoue), decided the amounts of individual
monthly remuneration and bonuses in line with the report from the Compensation Advisory
Committee and the content discussed by the Board of Directors.
■Reasons Why the Board of Directors Meeting Determined that the Content of
Remuneration, etc. for Individual Directors in This Fiscal Year Is in Line with the Policy for
the Determination
The individual monthly remuneration and bonus amounts are determined based on
the policy for the determination of Directors’ remuneration after discussions by theCompensation Advisory Committee based on an objective perspective, and the Board of
Directors determined that such amounts are in line with the policy for the determination.
■Shareholders’ Meeting Resolution Regarding Remuneration, etc. for Officers
Monthly remuneration for Directors is not more than 70,000,000 yen per month (andfor Outside Directors is not more than 10,000,000 yen per month) as resolved at theshareholders’ meeting held on June 25, 2021. The number of Directors at the time was 15(of whom, the number of Outside Directors was five). In addition, with respect to Directors’
bonuses, 250,000,000 yen will be paid in total for ten Directors (excluding five Outside
Directors) as resolved at the shareholders’ meeting held on June 28, 2023. With respect tothe total amount of monthly remuneration for Audit & Supervisory Board Members, theamount of remuneration for five Audit & Supervisory Board Members is not more than
12,000,000 yen per month as resolved at the shareholders’ meeting held on June 25, 2021.
f.

Holding of Company’s Shares
In order to further raise motivation and morale to improve the Company’s
performance and promote management that takes shareholder value seriously, the Company
has set a certain target level and encourages Inside Directors to hold Company’s sharesthrough the officer shareholding association, and Inside Directors continue to hold theCompany’s shares during their terms of office.

(3)Outline of Contents of Directors and Officers Liability Insurance Contract

The Company has entered into a directors and officers liability insurance contractprescribed in Article 430-3, Paragraph 1 of the Companies Act with the insurance company,
under which all Directors, Audit & Supervisory Board Members, and Executive Officers are
the insureds, and the contract provides that it will compensate for damage (through thepayment of monetary damages and litigation costs, etc.) borne by the insureds if suchcompensation for damage is claimed as a result of an act (or an omission) conducted by the
insureds in relation to the execution of their duties. However, by providing that damage etc.
resulting from an act, etc. conducted with knowledge of the fact that such act, etc. constitutes
a violation of law is not subject to compensation, we are taking a measure to ensure that the
propriety of the execution of Officers’ duties will be upheld. All of the insurance premiums
are borne by the Company.
(4)

Matters Concerning Outside Officers(i)Relationships Between the Company and Important Companies, etc. at Which
Positions are Concurrently Held by Officers of the Company (Concurrent Positions as
Executives or Outside Officers, etc. at Other Companies, etc.)

Position

Name

Hiroshi Sato

Michihiro Tsuchiya

Director

Company, etc. at which
Positions are Concurrently
Held by Officers of theCompany and Content
President & Representative
Director, The Kobe
International House Inc.
Outside Director, Iwatani
Corporation

No particular relationship.

Outside Director, RaQualia
Pharma Inc.
Outside Director, Asahi
Group Holdings, Ltd.
Outside Director, NEC
Corporation

No particular relationship.

Christina
AhmadjianOutside Director, NiterraCo., Ltd.

RelationshipThis company has
business relations with
the Company, such as thesale and purchase of
products.
No particular relationship.

This company has
business relations with
the Company, such as thesale and purchase of
products and joint
development ofsubmarine cables. In
addition, this company
has capital relations with
the Company, but it does
not have a significant
impact on business.
This company has
business relations with
the Company, such as thesale and purchase of
products.

Position

Name
Katsuaki
Watanabe

Atsushi Horiba

Company, etc. at which
Positions are Concurrently
Held by Officers of theCompany and Content
Outside Director, Kyushu
Financial Group, Inc.
Chairman & Group CEO,HORIBA, Ltd.
Chairman, HORIBA STEC,
Co., Ltd.
Outside Director, Softbank
Corp.

Michiko Uehara
Audit &
Supervisory
Board
Members

Outside Audit & Supervisory
Board Member, The Japan
Wool Textile Co., Ltd
Outside Director, Sekisui
Kasei, Co., Ltd.
Outside Director, Osaka
Gas Co., Ltd.

Tatsuo Kijima

RelationshipNo particular relationship.
This company has
business relations with
the Company, such as thepurchase of equipment.
This company has
business relations with
the Company, such as thepurchase of equipment.
This company has
business relations with
the Company, such as thesale of products.
No particular relationship.
This company has
business relations with
the Company, such as thepurchase of products.
This company has
business relations with
the Company, such as the
supply of gas toproduction bases, etc. of
the Company.

(Note) The information under the heading “Company, etc. at which Positions are Concurrently Heldby Officers of the Company and Content” is as of March 31, 2024.

(ii)Main Activity Statusa.

Directors
Name

Main Activity Status

HiroshiSato

He attended all 13 Board of Directors meetings held this fiscal year.
In addition, including important internal meetings other than Board of
Directors meetings and opportunities for dialogues with Executive
Directors, etc., he makes statements, as necessary, on corporate
management in general, based on his rich experience and his
extensive knowledge as a manager of a corporation with a wide rangeof business areas, such as materials like iron and steel, machines andenergy, and in particular, based on his rich business experience infields of research on materials and in technical development. Other
than the above, he serves as a Chairman of both the Nominating
Advisory Committee and the Compensation Advisory Committee andattended all five respective meetings of the committees held this fiscal
year and led the operation and made statements regarding theapproach, etc. to personnel appointments and training plans of
Officers and Officers’ remuneration from an independent and objective
position. Furthermore, regarding compliance, he reviews andexpresses opinions on internal control systems and specific measures,
responding to changes in global regulations, etc. and misconduct byother companies, on a routine basis. He is also making statementson the improvement and enhancement of the competition law
compliance system for the entire group and how to ensure its
effectiveness, with respect to the eradication and prevention of thereoccurrence of violations of antitrust law, including foreign competitionlaw.

Michihiro
Tsuchiya

He attended 12 out of 13 Board of Directors meetings held this fiscal
year. In addition, including important internal meetings other than
Board of Directors meetings and opportunities for dialogues with
Executive Directors, etc., he makes statements, as necessary, on
corporate management in general, based on his rich experience andhis extensive knowledge as a manager of a corporation developing
global business activities, and in particular, based on his rich businessexperience in fields of research & development and in management
strategies. Other than the above, he serves as a member of both theNominating Advisory Committee and the Compensation Advisory
Committee and attended all five respective meetings of thecommittees held this fiscal year and made statements regarding theapproach, etc. to personnel appointments and training plans of
Officers and Officers’ remuneration from an independent and objective
position. Furthermore, regarding compliance, he reviews andexpresses opinions on internal control systems and specific measures,
responding to changes in global regulations, etc. and misconduct byother companies, on a routine basis. He is also making statementson the improvement and enhancement of the competition law
compliance system for the entire group and how to ensure its
effectiveness, with respect to the eradication and prevention of thereoccurrence of violations of antitrust law, including foreign competition
law.

Name

Main Activity Status

Christina
Ahmadjian

She attended all 13 Board of Directors meetings held this fiscal year.
In addition, including important internal meetings other than Board of
Directors meetings and opportunities for dialogues with Executive
Directors, etc., she makes statements, as necessary, mainly on
methods relating to the governance system of the whole group andpoints for attention of global management strategies, etc., based onher extensive knowledge as a professor of a university whose main
research fields are corporate management and corporate governanceand global perspective. Other than the above, she serves as amember of both the Nominating Advisory Committee and theCompensation Advisory Committee and attended four out of fiverespective meetings of the committees which were held this fiscal year
and made statements regarding the approach, etc. to personnel
appointments and training plans of Officers and Officers’ remunerationfrom an independent and objective position. Furthermore, regarding
compliance, she reviews and expresses opinions on internal control
systems and specific measures, responding to changes in global
regulations, etc. and misconduct by other companies, on a routine
basis. She is also making statements on the improvement andenhancement of the competition law compliance system for the entire
group and how to ensure its effectiveness, with respect to theeradication and prevention of the reoccurrence of violations of antitrust
law, including foreign competition law.

Katsuaki
Watanabe

He attended all 13 Board of Directors meetings held this fiscal year.
In addition, including important internal meetings other than Board of
Directors meetings and opportunities for dialogues with Executive
Directors, etc., he makes statements, as necessary, on corporate
management in general, based on his rich experience in and extensive
knowledge of corporate management in general, acquired by engaging
in management of corporations developing global operations and inparticular, based on his rich business experience in a wide range offields including supply chains, corporate planning, and manufacture.
Other than the above, he serves as a member of both the Nominating
Advisory Committee and the Compensation Advisory Committee andattended all five respective meetings of the committees which were
held this fiscal year and made statements regarding the approach, etc.
to personnel appointments and training plans of Officers and Officers’
remuneration from an independent and objective position.
Furthermore, regarding compliance, he reviews and expresses
opinions on internal control systems and specific measures,
responding to changes in global regulations, etc. and misconduct byother companies, on a routine basis. He is also making statementson the improvement and enhancement of the competition law
compliance system for the entire group and how to ensure its
effectiveness, with respect to the eradication and prevention of thereoccurrence of violations of antitrust law, including foreign competition
law.

b.

Name

Main Activity Status

AtsushiHoribaHe attended 12 out of 13 Board of Directors meetings held this fiscal
year. In addition, including important internal meetings other than
Board of Directors meetings and opportunities for dialogues with
Executive Directors, etc., he makes statements, as necessary, on
corporate management in general, based on his rich experience andhis extensive knowledge as a manager of a corporation developing
global business activities, and in particular, based on his rich businessexperience in fields of management strategies (global management,
M&A, etc.). Furthermore, regarding compliance, he reviews andexpresses opinions on internal control systems and specific measures,
responding to changes in global regulations, etc. and misconduct byother companies, on a routine basis. He is also making statementson the improvement and enhancement of the competition law
compliance system for the entire group and how to ensure its
effectiveness, with respect to the eradication and prevention of thereoccurrence of violations of antitrust law, including foreign competition
law.

Audit & Supervisory Board Members
Name

Main Activity Status

Michiko
UeharaShe attended all 13 Board of Directors meetings and all 16 Audit &Supervisory Board meetings held this fiscal year. She makes
statements, as necessary, mainly on business management, including
risk management, measures responding to changes in global
regulations and misconduct by other companies, and points forattention, etc. concerning corporate governance, based on her
expertise and experience as an attorney at law and great insight intorisk and crisis management, etc. including compliance by corporations.
Furthermore, regarding compliance, she reviews and expresses
opinions on internal control systems and specific measures incooperation with other Audit & Supervisory Board Members, on aroutine basis. She is also making statements on the improvement
and enhancement of the competition law compliance system for theentire group and its thoroughness and organization with respect to theeradication and prevention of the reoccurrence of violations of antitrust
law, including foreign competition law.

(iii)Name

Main Activity Status

Ikuo
Yoshikawa

He attended 12 out of 13 Board of Directors meetings and 15 out of 16
Audit & Supervisory Board meetings held this fiscal year. He makes
statements, as necessary, mainly on business management, including
risk management, measures responding to changes in global
regulations, etc., and misconduct by other companies, and points forattention, etc. concerning corporate governance, based on his
expertise and experience as a certified public accountant and his
extensive knowledge as a professor of a university whose main
research field is accountancy. Furthermore, regarding compliance,
he reviews and expresses opinions on internal control systems andspecific measures in cooperation with other Audit & Supervisory Board
Members, on a routine basis. He is also making statements on the
improvement and enhancement of the competition law compliancesystem for the entire group and its thoroughness and organization withrespect to the eradication and prevention of the reoccurrence of
violations of antitrust law, including foreign competition law.

TatsuoKijimaHe attended all 13 Board of Directors meetings and all 16 Audit &Supervisory Board meetings held this fiscal year. He makes
statements, as necessary, mainly on methods for viable business
management for the whole group, and statements on measures
responding to changes in global regulations, etc., misconduct by othercompanies, and points for attention, etc. concerning corporate
governance, based on his rich experience in and extensive knowledgeof corporate management in general, acquired by engaging inmanagement of corporations supporting social infrastructures involving
transportation. Furthermore, regarding compliance, he reviews andexpresses opinions on internal control systems and specific measuresin cooperation with other Audit & Supervisory Board Members, on aroutine basis. He is also making statements on the improvement andenhancement of the competition law compliance system for the entire
group and its thoroughness and organization with respect to theeradication and prevention of the reoccurrence of violations of antitrust
law, including foreign competition law.

Outline of Contents of Limited Liability Contract

The Company has entered into limited liability contracts with all of the Outside
Directors and the Outside Audit & Supervisory Board Members in accordance with theprovisions of the Articles of Incorporation. With respect to the liability under Article 423,
Paragraph 1 of the Companies Act, the Outside Director or the Outside Audit & Supervisory
Board Member shall assume liability for damages limited to the higher amount of either 10
million yen or the minimum liability amount under Article 425, Paragraph 1 of the Act, if he
was without knowledge and not grossly negligent in conducting his duties.
(iv)

Total Amount of Remuneration, etc.
Five Directors and three Audit & Supervisory Board Members: 153,450,000 yen

4.

Matters Regarding Accounting Auditor(1)

Name of Accounting Auditor
KPMG AZSA LLC(2)Amount of Remuneration, etc. to Accounting Auditor(i)Amount of remuneration, etc. to be paid by the Company

222million yen(ii)

Total amount of money and other financial benefits to be paid by
the Company and its subsidiaries

805million yen(Notes)1.
As a result of examining items such as the details of the audit plans for this fiscal year, theaudit results of the preceding fiscal year, and the basis for calculating estimates on which
remuneration is based, the Audit & Supervisory Board determined that the remuneration
amount of the Accounting Auditor was appropriate. Therefore, the Audit & Supervisory Board
gave consent regarding Article 399, Paragraph 1 of the Companies Act.
2.
Under the audit contract concluded between the Company and the Accounting Auditor, theamount of remuneration, etc. for audits as per the Companies Act and the amount of
remuneration, etc. for audits as per the Financial Instruments and Exchange Act are not andcannot practically be separated. Therefore, the total of these amounts is shown in (i) above.
3.
The Company pays to the Accounting Auditor compensation for services (i.e., guidance andadvice relating to financial investigation of subsidiaries, etc.), other than the services set forthin Article 2, Paragraph 1 of the Certified Public Accountants Act.
4.
Among the important subsidiaries of the Company specified in “1.(9) Status of Important
Subsidiaries and Affiliates”, overseas subsidiaries are subject to audits (limited to the types ofaudit set forth in the Companies Act or the Financial Instruments and Exchange Act and theirforeign equivalents) by certified public accountants or audit firms (including persons withqualifications in foreign countries that are equivalent to these qualifications) other than the
Accounting Auditor of the Company.

(3)

Policy for Determination of Dismissal or Non-Reappointment of Accounting
AuditorIt is the Company’s policy that if any of the Items of Article 340, Paragraph 1 of theCompanies Act applies to the Accounting Auditor, the Company will dismiss the Accounting
Auditor. In addition, in any other circumstances where it is reasonably suspected that the
Accounting Auditor cannot ensure fairness in implementing its duties and, therefore, it isdeemed inappropriate for the Accounting Auditor to continue auditing, the Company will
either dismiss or refuse to reappoint the Accounting Auditor, depending on thecircumstances.

5.

Content of Resolutions Regarding Development of Systems Necessary to
Ensure the Propriety of Operations and Outline of the Operational Status of the
Systems

In accordance with Article 362, Paragraph 4, Item 6 of the Companies Act and Article
100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act, theCompany, at its Board of Directors meeting, adopted a resolution concerning development ofsystems necessary to ensure the propriety of operations of a stock company (basic policies
regarding establishment of an internal control system), with the following content. In
addition, the operational status of the systems is outlined as follows.
I.

Content of Resolutions Regarding the Basic Policies to Establish the Internal
Control Systems(1)

Systems for Preservation and Management of Information Related to the
Execution of Duties by Directors

The Company shall produce and keep the minutes of Board of Directors meetings,
and shall record and appropriately manage information regarding the execution of duties andmaking of decisions by Directors, such as an internal document for drafting proposals andmaking internal approvals, as set forth in the internal rules of information management, theinternal rules of document handling and the internal rules of papers preservation.
(2)

Internal Rules and Other Systems for Managing Risk of Loss

Regarding major cross-Group risks such as those related to disaster, quality, safety,
environment, credit extension and export and import trade controls, risk management shallbe conducted by each department or division. Each department or division shall assess therisks pertaining to implementation of the business it controls pursuant to the responsive
measures and accident examples and preventative measures which are shared within theGroup either by the Corporate Staff Group which is responsible for each risk or by thecommittees hosted by Directors, etc. (meaning the “Executive Directors or Executive
Officers”; hereinafter the same) who are in charge of the Corporate Staff Group.
Regarding pressing issues such as bribery prevention which is increasingly importantin conjunction with global business development, as well as cyber security, measures relating
to infectious diseases, management of confidential information and personal information, andlegal, labor and tax issues, the Company intends to develop systems and reinforce its
commitments through cooperation among relevant departments and divisions under the
initiative of the Risk Management Committee.
Further, regarding risks peculiar to a specific department or division, the relevant
department or division shall decrease risks by, as deemed necessary, obtaining theassistance of the Corporate Staff Group having expertise and external experts.
The Risk Management Committee shall exercise control over these activities
pursuant to the internal rules of risk management, and shall monitor them in cooperation with
the Audit & Supervisory Board Members, the Internal Auditing Department and the Corporate
Staff Group which is responsible for each risk.
Further, if any material risk becomes evident and countermeasures urgently need tobe taken, the Risk Management Steering Committee shall, among other things, assess theseverity of the crisis and establish a task force.

(3)Systems for Ensuring the Efficiency of the Execution of Duties by Directors

In order to ensure efficient and appropriate execution of duties by Directors, etc. andadministrative members the Company shall set forth, in the job classification system and theinternal rules of operations, the department or division in charge, the authority vested in eachrole, and the operations governed by each organization.
Further, the Company shall adopt the Executive Officer System and the Business Unit
System, and develop a system in which each Business Unit, the Sales & Marketing Unit andthe R&D Unit will do business flexibly under the supervision of each General Manager of theUnit depending on environmental changes and customer demands.
Further, regarding the operational results, etc. of each Business Unit, the Company
will develop a medium-term plan and an annual plan designed to achieve the medium-term
plan, and adopt a system under which the Accounting and Finance Department and the
Director in charge of accounting and finance shall track and analyze the progress towardachievement on a monthly basis, and shall report the results to the Management Conference
and the Board of Directors in order to examine what measures might need to be taken.
The Company shall promote the use of video conference and computer andcommunication network systems, aiming to efficiently gather, analyze, utilize and share
management information.
(4)

Systems for Ensuring that the Execution of Duties by Directors and Employees
Is Compliant with Laws and the Articles of Incorporation

The Company shall endeavor to spread the Charter of Corporate Behavior, which
elaborates the Sumitomo Spirit and the Corporate Principles, and the Code of Conduct,
which provides the Group’s common rules on compliance. Further, the Company shallthoroughly implement the principle that compliance with laws and maintenance of corporate
ethics constitute the foundation of management, through the statements and behavior of the
top management.
The Compliance Committee chaired by the President shall, among other things, dothe following: identify and analyze cross-Group compliance risks; confirm the disseminationand firm establishment of the Code of Conduct; plan and perform training; investigate thecause of violations and formulate proposed measures to prevent their reoccurrence;
disseminate and have the above items thoroughly implemented within the Group; andconduct monitoring of the compliance promotion activities.
Meanwhile, each department and division shall identify and analyze compliance risks,
including risks peculiar to the department or division, and take measures to prevent them;whereas the Compliance Committee, the Legal Department, the Audit & Supervisory Board
Members and the Internal Auditing Department shall conduct their monitoring, in cooperation
with one another.
Regarding compliance with domestic and foreign competition laws, the Company
shall continuously provide education regarding competition laws in order to eradicate any
cartel or bid-rigging activities, including suspicious activities, within the Group. Further,under the Compliance Committee, the Compliance & Risk Management Office shall monitor
the status of operation of, and compliance with, a set of rules and regulations to ensurecompliance with competition laws and, further, plan and implement any other competition law
compliance measures, in cooperation with the respective dedicated organization of each Unit
or Compliance Liaison.

Further, the Compliance Committee shall appropriately identify the circumstances
pertaining to information provided to the notification and consultation desk established within
and without the Company, and shall take necessary measures.
(5)

Systems for Ensuring the Propriety of Financial Reporting

The Company shall establish an Internal Control Committee for Financial Reporting,chaired by the President, and shall also build a promotion organization in the Corporate Staff
Group. Pursuant to their policies, guidance and assistance, each department, division andsubsidiary shall proceed with the development and appropriate operation of the internal
control system in accordance with the Financial Instruments and Exchange Act, as well aswith the assessment and audit standards and implementation standards set forth by the
Financial Services Agency, in order to further enhance the Company’s system for ensuring
the propriety of financial reporting. The Internal Auditing Department shall assess theeffectiveness of the internal control system of the whole Group for each fiscal year, andcompile an internal control report to be submitted to the Financial Services Agency based on
the results of such assessment and shall obtain the approval of the Internal Control
Committee for Financial Reporting and the Board of Directors.
(6)

Systems for Ensuring the Propriety of the Operations Performed by the
Corporate Group Comprised of the Company and the Subsidiaries

The Company shall also endeavor to spread the Charter of Corporate Behavior,
which elaborates the Sumitomo Spirit and the Corporate Principles, to the Group companies,
aiming to share with them the principles that should be respected and complied with in thecourse of business operations.
Pursuant to the internal rules of affiliated companies management, the Company shallreceive reports from subsidiaries or have subsidiaries consult with the Company as deemednecessary, regarding matters to be decided and accrued facts to be reported or referred to
the Management Conference and the Board of Directors meeting of the Company, andcertain matters related to risk management and compliance, etc.
In addition, the related persons of the governing Unit and the administrative membersof the Accounting and Finance Department, among others, shall assume the offices of
Directors and Audit & Supervisory Board Members of the subsidiaries in order to track their
management status. Furthermore, information regarding risk management and compliancesystems, etc. shall be exchanged at the conference of Audit & Supervisory Board Membersof the Group, or through communication and exchanges between the Corporate Staff Groupof the Company, such as the Human Resources Division, the Administration Division and the
Accounting and Finance Department, on the one hand, and the relevant departments ordivisions of the subsidiaries, on the other hand. In this regard, the major activities relating torisk management and compliance do not only cover the Company itself, but also its domestic
and foreign subsidiaries, excluding listed companies and their subsidiaries.
Regarding major cross-Group risks, each subsidiary shall practice risk managementby assessing the risks pertaining to the implementation of its business, pursuant to the
responsive measures and accident examples and preventative measures shared within theGroup by each department or division of the Company in charge, among others. Further,each subsidiary shall minimize risks peculiar to itself, by obtaining the assistance of theCompany.
Regarding compliance risks, too, the Company has adopted a system under which
each subsidiary takes measures, including those to cope with its peculiar risks, pursuant to
the major compliance risks and measures to prevent their occurrence shared within theGroup by the Compliance Committee and the Legal Department of the Company, among
others. With respect to the notification and consultation desk for whistle-blowing, theCompany guides each subsidiary to establish its own internal consultation desk, whereas theCompany also maintains the Group’s common external consultation desks, both in Japanand abroad.
Under the current system, the business of each subsidiary is operated flexibly underthe Business Unit System. Under this system, the business plan of each subsidiary is
formulated as part of the medium-term plan and annual plan of each Unit, and theoperational results of each Unit are reported to the Management Conference and the Boardof Directors on a monthly basis, in order to examine measures required to be taken.
Further, utilization of the Group’s common infrastructure has also been promoted in regard to
the utilization of computer and telecommunication systems, etc. at subsidiaries.
(7)

Matters Related to the Employees to Provide Support to the Audit &Supervisory Board Members and Matters for Ensuring their Independence from
Directors and the Effectiveness of Instructions to Such Employees

The Company shall establish the Office of Audit & Supervisory Board Members as a
dedicated office to provide support to the Audit & Supervisory Board Members and shallallocate employees to such tasks (the “staff of Office of Audit & Supervisory Board
Members”), some of whom shall be dedicated staff members. Personnel transfer andpersonnel evaluation of the staff of Office of Audit & Supervisory Board Members shall be
subject to prior consultation with the Audit & Supervisory Board or full-time Audit &Supervisory Board Members for their opinions, and the staff of Office of Audit & Supervisory
Board Members shall follow the directions and commands of the Audit & Supervisory Board
Members.
(8)

Systems for Reporting by Directors and Employees of the Company, Directors
and Employees of the Subsidiaries, or Persons Who Have Received Reports
therefrom to the Audit & Supervisory Board Members of the Company andOther Systems for Reporting to the Audit & Supervisory Board Members of theCompany

Audit & Supervisory Board Members shall attend various important meetings whichgovern the operation of the Company’s whole Group, such as the Management Conference,
the Risk Management Committee and the Compliance Committee. Further, the Company
shall adopt a system under which the Directors, the senior managers of the departments ordivisions, the presidents of the subsidiaries and others shall report to the Audit & Supervisory
Board Members, as deemed necessary, regarding matters which occur within the Groupsuch as sudden and unexpected acts violating laws or the Articles of Incorporation, ormaterial execution of business or change to internal control system (excluding minor ones).
(9)

Systems for Ensuring That a Person Who Has Made a Report to the Audit &Supervisory Board Members Shall Not Be Unfavorably Treated on Account ofHaving Made Such a Report

The Company and each subsidiary shall refrain from unfavorably treating any person
who has made a report to the Audit & Supervisory Board Members as set forth in paragraph(8) above on account of having made such a report, by taking such measures as setting forthin their internal rules for whistle-blowing desk system that they shall not dismiss or otherwise
unfavorably treat a person on account of such person having provided information to the staffof Office of Audit & Supervisory Board Members.

(10)Matters Related to Policies Regarding Accounting for the Costs or Debts
Incurred in Relation to Execution of Duties of the Audit & Supervisory Board
Members

For each fiscal year, a necessary budget shall be set with the approval of the Audit &Supervisory Board in order to account for costs or debts incurred in relation to execution ofduties of the Audit & Supervisory Board Members, and a prompt response shall be made if
an Audit & Supervisory Board Member requests reimbursement for costs having been
prepaid or disbursed, or repayment of debts having been borne, by such Audit & Supervisory
Board Member.
Further, costs incurred in the case where the Audit & Supervisory Board Members
consult with external experts, such as lawyers and certified public accountants, in relation to
execution of their duties shall be borne by the Company.
(11)

Other Systems for Ensuring that the Audit & Supervisory Board Members Can
Conduct Audits Effectively

The Company shall, as deemed necessary, secure opportunities for the Audit &Supervisory Board Members to interview Directors and the senior managers of thedepartments or divisions, and shall also periodically hold meetings for the Audit &Supervisory Board Members and Outside Directors to exchange opinions with, among
others, the Chairman of the Board of Directors, the President and the Officers in charge of
the Corporate Staff Group concerning important audit matters. Furthermore, the Internal
Auditing Department shall act in cooperation with the Audit & Supervisory Board Members.
II

Outline of Operational Status(1)

Systems for Preservation and Management of Information Related to the
Execution of Duties by Directors

The minutes of Board of Directors meetings are produced each time a meeting isheld, and the originals, to which the officers who attend the meeting affix their names andseals, are kept at the Administration Division. Each department or division manages the
documents and electronic data regarding the execution of duties and making of decisions by
Directors, such as an internal document for drafting proposals and making internal approvals,
as set forth in the internal rules of information management, the internal rules of document
handling and the internal rules of papers preservation.
(2)

Internal Rules and Other Systems for Managing Risk of Loss

Meetings of the Risk Management Committee are held at the same time as meetingsof the Management Conference. Directors, etc. report matters such as the appearance ofmaterial risks in the department or division for which they are responsible, and discuss topics
such as measures against those risks as necessary.
Major cross-Group risks are handled in accordance with the basic policies. Eachdepartment or division manages risks by reassessing the risks pertaining to implementationof the business it controls, following the responsive measures and accident examples andpreventative measures which are shared within the Group either by the Corporate Staff
Group which is responsible for each risk or by the committees hosted by Directors, etc. who
are in charge of the Corporate Staff Group. Further, regarding risks unique to a specificdepartment or division, the relevant department or division decreases risks by, as deemednecessary, obtaining the assistance of the Corporate Staff Group and external experts.

As for pressing issues, regarding personal information management, the Company isarranging a system corresponding to the legal system of protection of personal information
including the EU General Data Protection Regulation in each country including Japan, andthe Company strives to reinforce the development of cyber security through cooperation
among relevant departments and divisions under the initiative of the Risk Management
Committee to deal with the increase and sophistication of cyber-attacks.
The Risk Management Committee and its secretariat, the Compliance & Risk
Management Office, monitor these activities in cooperation with the Audit & Supervisory
Board Members, the Internal Auditing Department, and the Corporate Staff Group which is
responsible for each risk.
In addition, the Company has established a Sustainability Management Promotion
Committee, whose chairperson is the President, and this committee has adopted a system
under which it discusses policies and provides advice in order to consistently promotemeasures for consideration regarding respecting the global environment and human rights,
ensuring employee well-being and a healthy work environment, and reinforcing fair andimpartial trade, as well as managing natural disasters, etc.
(3)

Systems for Ensuring the Efficiency of the Execution of Duties by Directors

In order to ensure efficient and appropriate execution of duties by Directors, etc. andadministrative members, the Company defines, in the job classification system and theinternal rules of operations, (i) the department or division in charge, (ii) the authority vested ineach role, and (iii) the operations governed by each organization. The Company
appropriately revises the contents of the system and rules as necessary.
Further, regarding the operational results, etc. of each Business Unit, the Company
develops a medium-term plan and an annual plan designed to achieve the medium-term
plan, and the Accounting and Finance Department and the Director in charge of accounting
and finance track and analyze the progress toward achievement on a monthly basis, andreport the results to the Management Conference and the Board of Directors in order toexamine what measures might need to be taken.
In order to gather and analyze management information, the Company has
established and utilizes an accounting system that enables prompt and efficient gathering.
(4)

Systems for Ensuring that the Execution of Duties by Directors and Employees
Is Compliant with Laws and the Articles of Incorporation

The Company endeavors to spread the Sumitomo Spirit and the Charter of Corporate
Behavior through measures such as distributing booklets explaining those ideas, andawareness about compliance by distributing the Code of Conduct and conducting training.
Further, the President comments on the importance of the Sumitomo Spirit and thatcompliance with laws and maintenance of corporate ethics constitute the foundation ofmanagement, at opportunities to deliver messages within the Group, such as New Year’s
speeches and in-house newsletters, striving to spread awareness of these ideas.
In fiscal 2023, the Compliance Committee held four meetings and, among otherthings, undertook the following: identified and analyzed cross-Group compliance risks;planned and performed compliance training; and conducted monitoring of the compliancepromotion activities of each department or division. Regarding compliance training, it wasoffered to officers, managers, those who were promoted, and new employees of theCompany, and employees of the subsidiaries.

Regarding compliance with domestic and foreign competition laws, under the Global
Antitrust and Competition Policy, the Company provides education regarding competition
laws, within the Group, including domestic and foreign subsidiaries. Further, theCompliance & Risk Management Office monitors the status of operation of, and compliancewith, a set of rules and regulations to ensure compliance with competition laws incooperation with the respective dedicated organization of each Unit or the Compliance
Liaison.
Regarding prevention of bribery, the Company provides education within the Group,
including domestic and foreign subsidiaries, and the Compliance Liaison in each department
or division operates systems such as a pre-approval system to providing businessentertainment, among others, pursuant to the internal rules on bribery prevention.
The Compliance Committee appropriately identifies the circumstances pertaining to
information provided to the notification and consultation desk established by the Company
and domestic and foreign subsidiaries within and without the Company (law firms andexperts), and takes necessary measures.
(5)

Systems for Ensuring the Propriety of Financial Reporting

Pursuant to the guidance and assistance of the Internal Control Committee forFinancial Reporting and the relevant Corporate Staff Group, each department, division, andsubsidiary has developed and operated the internal control system. The Internal Auditing
Department assesses the effectiveness of the internal control system of the whole Group,compiles an internal control report to be submitted to the Financial Services Agency basedon the results of such assessment and obtains the approval of the Internal Control
Committee for Financial Reporting and the Board of Directors.
(6)

Systems for Ensuring the Propriety of the Operations Performed by the
Corporate Group Comprised of the Company and the Subsidiaries

The Company also endeavors to spread the Sumitomo Spirit, the Charter ofCorporate Behavior, the Multistakeholder Capitalism (“Goho Yoshi” (Five-Way-Win)), andlong-term visions, etc. to each subsidiary, aiming to share with them the principles thatshould be respected and complied with in the course of business operations.
Regarding specific matters pursuant to the internal rules of affiliated companies
management, the responsible Unit and the relevant Corporate Staff Group of each subsidiaryreceive reports and consultation from the subsidiary, and as necessary, refer them to theManagement Conference and the Board of Directors meeting of the Company.
The related persons of the governing Unit and the administrative members of the
Accounting and Finance Department, among others, are placed as Directors or Audit &Supervisory Board Members of the subsidiaries in order to track their management status.
The business plan of each subsidiary is formulated as part of the medium-term plan
and annual plan of each Unit, and the operational results of each Unit are reported to theManagement Conference and the Board of Directors on a monthly basis, in order to examine
measures required to be taken.
Regarding commitments to risk management and compliance systems, suchinformation is exchanged at the conference of Audit & Supervisory Board Members of theGroup, or through meetings held by the Corporate Staff Group of the Company, such as the
Human Resources Division, the Administration Division, and the Accounting and Finance
Department, with the relevant departments or divisions of the subsidiaries, and guidance andsupport are conducted by the relevant Corporate Staff Group for each subsidiary. Also, themajor activities relating to risk management and compliance do not only cover the Company
itself, but also its domestic and foreign subsidiaries, excluding listed companies and theirsubsidiaries.
(7)

Systems for Ensuring that the Audit & Supervisory Board Members Can
Conduct Audits Effectively

The Company has established the Office of Audit & Supervisory Board Members as a
dedicated office to provide support to the Audit & Supervisory Board Members and allocatedemployees consisting of one dedicated staff member and four members who hold posts
concurrently elsewhere to such tasks (the “staff of Office of Audit & Supervisory Board
Members”). The Office of Audit & Supervisory Board Members does not fall under the
responsibility of any Directors, etc. in terms of the organization, and the staff of Office of Audit& Supervisory Board Members must follow the instructions of the Audit & Supervisory Board
Members. Regarding personnel transfer and personnel evaluation of the staff of Office ofAudit & Supervisory Board Members, the Company hears the opinions of the Audit &Supervisory Board or full-time Audit & Supervisory Board Members.
Audit & Supervisory Board Members attend various important meetings, such as theManagement Conference, the Risk Management Committee and the Compliance
Committee. The Directors, etc., the senior managers of the departments or divisions, thepresidents of the subsidiaries and others report to the Audit & Supervisory Board Members,
as deemed necessary, regarding material matters of the contents of the various important
meetings that need supplementation.
A necessary budget is set with the approval of the Audit & Supervisory Board in orderto account for costs or debts incurred in relation to execution of duties of the Audit &Supervisory Board Members, and a prompt response is made if an Audit & Supervisory
Board Member makes requests such as reimbursement for costs having been prepaid or
disbursed by such Audit & Supervisory Board Member.
The Directors and the senior managers of the departments or divisions hold meetings
upon request from the Audit & Supervisory Board Members and are interviewed about
matters necessary for audits. In fiscal 2023, the Chairman of the Board of Directors, thePresident and the Officers in charge of the Human Resources, the Administration, and the
Accounting and Finance held a meeting twice with the Audit & Supervisory Board Members
and Outside Directors to report and exchange opinions concerning management policies andtasks, etc. Furthermore, the Internal Auditing Department requests that the Audit &Supervisory Board Members attend report meetings regarding the results of audit in eachdivision, department, etc. and hears the opinions of the Audit & Supervisory Board Members.
It also acts in cooperation with the Audit & Supervisory Board Members through activities
such as reporting and exchanging opinions concerning annual audit plans and its results.
End(Note)In this Business Report, all figures have been rounded to the nearest number as stated,
except for the number of shares indicated in units of one thousand shares which have been rounded
down to the nearest number as stated.

[Reference Information]
In addition to what is set forth in the above, as for the reference information described in the
convocation notice in Japanese, please see the following URL.
Corporate Principles of the Company
As for the “Sumitomo Spirit” and the “Sumitomo Electric Group Corporate Principles,”please see the website of the Company.
https://sumitomoelectric.com/company/visionCorporate Governance of the Company
As for the Sumitomo Electric Group’s corporate governance structure, please see thewebsite of the Company.
https://sumitomoelectric.com/company/governanceAnalysis and evaluation of the effectiveness of the Board of Directors
In addition to analyzing and evaluating the effectiveness of the Board of Directors on
an annual basis, the Board of Directors of the Company periodically examines whether the
Board of Directors is functioning properly and, based on the results, improves issues,enhances strengths, and takes other similar measures. In 2023, after a questionnaire wasgiven to all Directors and Audit & Supervisory Board Members and individual interviews wereconducted with five Outside Directors and three Outside Audit & Supervisory Board
Members, the effectiveness of the Board of Directors was analyzed and evaluated, and an
outline of the results is as below.
<Analysis and Evaluation Results>(1)
OverallContinuous improvements are being made in all aspects of its roles, operation, andcomposition, and effectiveness is being ensured.
(2)

Role of the Board of Directors
The Board of Directors confirmed that there have been largely appropriatedeliberations and reports in the process of making decisions on important matters, such as
establishment of the “Mid-term Management Plan 2025” based on the concept of“Multistakeholder Capitalism” (“Goho Yoshi” (Five-Way-Win)) and measures to strengthen theGroup governance, and the process of quarterly performance reports, etc., and the Board of
Directors was properly fulfilling its “function of deciding on basic management policies andother important issues” and its “supervisory function over the management,” which are seenby the Company as important.
(3)
Operation of the Board of Directors, as well as the Nominating Advisory
Committee and the Compensation Advisory Committee for Senior Management,
Directors, etc.
The Board of Directors confirmed that as a result of the continual review of its
meeting agenda criteria, operational rules, etc., it is able to conduct appropriate deliberations
through the free and open exchange of opinions. In addition, the Board of Directors also
confirmed that the Nominating Advisory Committee and Compensation Advisory Committee
meetings are each held five times a year, and that their operations, deliberations, and reports
to the Board of Directors, etc. were properly conducted.
(4)Composition of the Board of Directors
The Board of Directors confirmed that its composition, including the number of
Outside Directors, was appropriate with regard to balance in terms of the Company’s

business execution system, as it operates a wide range of businesses, knowledge,
experience, diversity, etc.
Future initiatives(1) The Board of Directors aims to enhance opportunities for reviewing and information
sharing regarding the progress of achievement of measures to address the issues in orderto realize the long-term vision “Sumitomo Electric Group 2030 VISION,” and the mainindicators and goals listed in the “Mid-term Management Plan 2025” by utilizing the Boardof Directors meetings, other internal meetings, etc.
(2)Toward further enhancement of supervisory function over the management, the Board of
Directors identifies business risks in a more timely and accurate manner than previously,
share information thereon, and continue to engage in prior examination by various
committees, business units, etc. and improvement of the effectiveness of risk management
in order to make the deliberation for decision-making on important matters more effective
and efficient.
(3) The Board of Directors aims to further expand deliberation, mainly in decision-making onimportant matters, by operating meetings more efficiently through further improvement ofmaterials and the like.
(4) The Board of Directors will continue to pay attention to diversity in the composition of theBoard of Directors.
Mid-term Management Plan 2025
As for the long-term vision mid-term management plan 2025, please see the following URL.
https://sumitomoelectric.com/company/segmid-term2025

(Translation)

Consolidated Balance Sheet(As of March 31, 2024)
Accounts

Amount(ASSETS)
Current assets(Millions of yen)Accounts

Amount(LIABILITIES)
2,242,215

Cash and time deposits

269,744

Trade notes and accounts
receivable

875,933

Contract assets

36,497

Inventories

885,017

Other current assets

186,414

Allowance for doubtfulreceivables(11,390)

Current liabilities

1,307,370

Trade notes and accounts
payable479,831

Short-term debt

385,575

Current portion of bonds

10,000Contract liabilities

74,263

Other current liabilities

357,701

Non-current liabilities

626,139

Bonds

174,890

Long-term debt

164,579

Deferred tax liabilities

136,103

Provision for loss on business

12,762

Non-current assets

2,123,182

Net defined benefit liabilities

52,935

Property, plant and equipment

1,098,151

Other non-current liabilities

84,870Total liabilities

Buildings and structures

323,798

Machinery, equipment andvehicles

460,343

Land

101,934

Construction in progress

75,835Retained earnings

Other

136,241

Intangible assets

39,831

1,933,509(NET ASSETS)
Shareholders’ equity

1,738,066

Common stock

99,737

Capital surplus

165,424

Treasury stock
Accumulated othercomprehensive income
Net unrealized holding gains onavailable-for-sale securities

1,493,708(20,803)
469,596
183,971

Investments and other assets

985,200

Deferred gains or losses onhedges(2,679)Investment securities

607,105

Foreign currency translation
adjustments

155,338

Net defined benefit asset

303,740

132,966

Deferred tax assets

31,953Remeasurements of defined
benefit plans

Other

43,148

Allowance for doubtfulreceivables
Total assets

Non-controlling interests(746) Total net assets
4,365,397

Total liabilities and net assets

224,226
2,431,888
4,365,397(Note) Amounts shown in this financial statement have been rounded to the nearest million yen.

Consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen)Accounts

AmountNet sales

4,402,814

Cost of sales

3,635,226

Gross profit

767,588

Selling, general and administrative expenses

540,970

Operating profit

226,618

Non-operating income
Interest income

2,794

Dividend income
Share of profit of investments
accounted for using the equity method
Other income

6,541
20,177
14,53644,048Non-operating expenses
Interest expenses

29,321Other expenses

26,004

Ordinary profit

55,325215,341

Extraordinary income
Gain on sales of investment securities

66,834

66,834Extraordinary losses
Loss on disposal of property, plant and equipment

5,834

Impairment loss on fixed assets

9,421

Restructuring expenses

15,613

Provision for loss on business

12,762

Profit before income taxes

43,630238,545

Income taxes – current

77,726

Income taxes – deferred(8,142)

69,584

Profit for the year

168,961

Profit attributable to non-controlling interests

19,238

Profit attributable to owners of parent

149,723(Note) Amounts shown in this financial statement have been rounded to the nearest million yen.

Consolidated Statement of Changes in Net Assets(From April 1, 2023 to March 31, 2024)

Common stock
Balance at beginning of
periodChanges of items during theperiodCash dividends
Profit attributable toowners of parent
Purchases of treasury
stock
Disposal of treasury stock
Change in scope of
consolidation
Change in scope ofequity method
Change in ownershipinterests arising fromtransactions with
non-controllingshareholders
Other
Total changes of items
during the period
Balance at end of period

99,737(Millions of yen)

Shareholders’ equity
Retained
Capital surplus
Treasury stockearnings
166,817

1,383,046

Total shareholders’ equity(20,793)

1,628,807(39,004)(39,004)

149,723

149,723

0

(10)

(10)

0

0

(41)

(41)

(16)

(16)

(1,393)(1,393)－(1,393)

110,662(10)

109,259

99,737

165,424

1,493,708(20,803)

1,738,066

Accumulated other comprehensive income
Net
Total
unrealized
DeferredForeign Remeasure- accumuholding
gains orcurrency
ments of lated othergains
losses on translation
definedcompreon availablehedges adjustments benefit plans hensive
for-saleincomesecurities
Balance at beginning of
135,032(2,340)85,25853,122271,072
periodChanges of items during theperiodCash dividends
Profit attributable toowners of parent
Purchases of treasury
stock
Disposal of treasury stock
Change in scope of
consolidation
Change in scope ofequity method
Change in ownershipinterests arising fromtransactions with
non-controllingshareholders
Other48,939(339)
70,08079,844
198,524
Total changes of items
48,939(339)
70,08079,844
198,524during the period
Balance at end of period
183,971(2,679)155,338
132,966
469,596(Note) Amounts shown in this financial statement have been rounded to the nearest million yen.

Noncontrollinginterests

Total
net assets

210,940

2,110,819(39,004)
149,723
(10)
0
(41)
(16)

(1,393)
13,286211,810

13,286

321,069

224,226

2,431,888

Notes to Consolidated Financial Statements
1. Basis of Consolidated Financial Statements
1-1. Scope of consolidation(1) Consolidated subsidiaries
Consolidated subsidiaries: 382 companies
Major consolidated subsidiaries
Sumitomo Wiring Systems, Ltd., Sumitomo Electric Device Innovations, Inc., Sumitomo RikoCo., Ltd., Sumitomo Electric Hardmetal Corp. and Sumitomo Electric Wiring Systems, Inc.
Sumitomo Electric U.K. Power Cables Ltd. was newly included in the scope of consolidation as aresult of establishment and 1 company was newly included in the scope of consolidation as aresult of increase in materiality in the fiscal year ended March 31, 2024.
And 3 companies were excluded from the scope of consolidation as a result of sales of sharesor completion of liquidation.
(2) Unconsolidated subsidiaries
Major unconsolidated subsidiaries
SEI HR SERVICES, INC.
Reason for being excluded from consolidation
The unconsolidated subsidiaries are immaterial in terms of their assets, sales, profit or loss
and retained earnings, and would not have significant effect on the consolidated financial
statements either individually or collectively.
1-2. Adoption of the equity method(1) Unconsolidated subsidiaries and affiliates accounted for by the equity method
Unconsolidated subsidiaries accounted for by the equity method: none
Affiliates accounted for by the equity method: 33 companies
Major companies accounted for by the equity method
Sumitomo Rubber Industries, Ltd.
2 companies were included in the scope of the equity method as a result of increase inmateriality.
(2) Unconsolidated subsidiaries and affiliates not accounted for by the equity method
Major companies not accounted for by the equity method
KINKIDENKI Co.
Reason for not applying the equity method
The unconsolidated subsidiaries and affiliates not accounted for by the equity method are
immaterial in terms of their profit or loss and retained earnings, and would not have significant
effect on the consolidated financial statements either individually or collectively.

1-3. Significant accounting policies(1) Valuation methods for assets(a) Securities
Held-to-maturity debt securities are stated at amortized cost.
Available-for-sale securities other than those without market values are stated at the fair value
at the fiscal year end. Unrealized gains and losses, net of related taxes and non-controllinginterests, are recognized as a separate component of net assets. Acquisition costs on sales
are computed using average cost.
Available-for-sale securities without market values are stated at average cost.
(b) Derivatives
Derivative financial instruments are stated at fair value.
(c) Inventories
Inventories are mainly stated at the lower of average cost or net realizable value.
(2) Depreciation method of fixed assets(a) Property, plant and equipment (excluding leased assets)
The straight-line method is applied.
(b) Leased assets
Leased assets related to finance leases which do not transfer ownership of the lease assets
and right-of-use assets in consolidated subsidiaries that apply IFRS 16 “Leases” aredepreciated by the straight-line method, assuming the lease period as the useful life and noresidual value.
(3) Basis for allowance
Allowance for doubtful receivables
The allowance for doubtful receivables is provided based upon estimated uncollectible amounts
for individually identified doubtful receivables and historical loss experience for otherreceivables.
Provision for loss on business
The provision for loss on business is provided based upon reasonable estimated amounts oflosses expected to be incurred in the future for building a mass production system in somebusiness.

(4) Basis for revenue and expense
The Company and its consolidated subsidiaries recognize the amount expected to be received
in exchange for promised goods or services as revenue at the time when the control of thegoods or services is transferred to the customer.
The main businesses of the Company and its consolidated subsidiaries are manufacture andsales of products in the following business segments: Environment and Energy,
Infocommunications, Automotive, Electronics and Industrial Materials and Others. Revenue isrecognized at the time when the control of the goods or services is transferred to the customer.
The time of domestic sales transactions is mainly at the time of the acceptance inspection by thecustomer or arrival at the customer, the time of export sales transactions is mainly at the time
when risks are transferred to the customer on the basis of trade terms such as incoterms. In theEnvironment and Energy segment, the Company and its consolidated subsidiaries operate thebusiness of design and construction, such as the installation of products, as well as the
manufacture and sales of the products. For construction contracts in which the performanceobligation is satisfied over time, revenue is recognized based on the estimated progress towards
the satisfaction of the performance obligation. The method used to estimate the progress
towards the satisfaction of the performance obligation is the input method based on the ratio of
the actual costs to the total estimated costs, because incurred cost is considered to represent
the progress of construction appropriately. For other contracts, revenue is recognized mainly on
the completion of installation as the performance obligation is satisfied at that point in time.
Consideration for the transaction is received mainly within one year from the satisfaction of theperformance obligation and does not include a significant financing component.
(5) Other significant accounting policies(a) Basis for retirement benefits( i ) Method of attributing expected benefits to periods of service
When calculating retirement benefit obligations, the benefit formula basis is used for
attributing expected retirement benefits to periods of service.
( ii ) Method of expenses for actuarial gains and losses and past service costs
Past service cost is amortized on a straight-line basis over certain periods within the
average remaining service years of employees (mainly 3 years) from the year in which itarises, or accounted for as an expense when it arises at some consolidated subsidiaries.
Actuarial gains and losses are amortized on a straight-line basis over certain periods within
the average remaining service years of employees (mainly 14 years) from the year
following the year in which they arise. At some consolidated subsidiaries, they areaccounted for as an expense when they arise.
(b) Accounting for corporation tax and local corporation tax and tax effect accounting
The Company and its wholly owned domestic consolidated subsidiaries apply the group tax
sharing system. In addition, corporation tax and local corporation tax, as well as their tax
effects, are accounted for and disclosed under “Practical Solution on the Accounting andDisclosure under the Group Tax Sharing System” (PITF No.42, August 12, 2021).

2. Revenue recognition(1) Disaggregation of revenue
The Company and its consolidated subsidiaries derive revenue primarily from contracts withcustomers. The following table shows the disaggregation of revenue attributable to eachreportable segment and its main products. Revenues from other sources are not material.
(Millions of yen)
FY 2023（From April 1, 2023
to March 31, 2024）
Environment and Energy segment
Electric conductors
163,576
Power transmission wires, cables, equipment,
284,138
work and engineering
Sumitomo Densetsu
185,524
Nissin Electric
145,220
Magnet wires and others
201,519
Subtotal
979,977
Infocommunications segment
Optical fiber cables, telecommunication cables and equipment,
86,825
fusion splicers
Optical and electronic devices
54,500Access network equipment
43,310
Others21,439Subtotal
206,074
Automotive segment
Wiring harnesses, car electronic components
1,976,607
Sumitomo Riko and others
619,797
Subtotal
2,596,404
Electronics segment
Electronic wires
105,671
Flexible printed circuits
92,355
Electron beam irradiation products, fluorine resin products
23,886
Techno Associe
96,349Others38,217
Subtotal
356,478
Industrial Materials and Others segment
Tensioning materials for prestressed concrete,
111,591
precision spring steel wires, steel tire cord
Cemented carbide tools, diamond and CBN tools, laser optics
110,226
Sintered powder metal parts
82,872
A.L.M.T.
44,234
Others15,262
Subtotal
364,185
Adjustments(100,304)
Total
4,402,814

(2) Basic information for understanding revenues
Please refer to “1-3. Significant accounting policies (4) Basis for revenue and expense”.
(3) Information for understanding the amount of revenue from the current fiscal year onward(a) Contract balances
The following table shows the balances of receivables from contracts with customers, contract
assets and contract liabilities.

Receivables from contracts
with customers
Contract assets
Contract liabilities

FY 2022（As of March 31, 2023）(Millions of yen)
FY 2023（As of March 31, 2024）

842,794

875,933

32,83850,16836,497
74,263The increase in contract assets was caused mainly by revenue recognition and the decrease incontract assets was caused mainly by their transfer to trade receivables.
The increase in contract liabilities was caused mainly by the receipt of advances from
customers and the decrease in contract liabilities was caused mainly by revenue recognition.
Of the revenue recognized during the fiscal year ended March 31, 2024, ¥41,480 million was
included in contract liabilities at the beginning of the fiscal year. And revenue recognized inrelation to performance obligations satisfied or partially satisfied in past periods was notmaterial.
(b) Transaction price allocated to remaining performance obligations
The following table shows the total amounts of transaction price allocated to the remaining
performance obligations and the period when the revenues were expected to be recognized in
the Environment and Energy segment. There were no significant amounts of consideration
arising from contracts with customers that were not included in the transaction price.
In some consolidated subsidiaries, transactions with initial expected contract terms of less than
one year were not included in the amounts below.
In some consolidated subsidiaries, the transaction price in a contract in which the schedule ofinstallation was not determined as of the end of the fiscal year ended March 31, 2024, isclassified by the timing for the completion of the installation.
The segments except Environment and Energy, which have contracts in which initial expected
terms are mainly one year or less are not included in this disclosure.

Environment and Energy segment
Within 1 year
Later than 1 year
Total

(Millions of yen)
FY 2023（As of March 31, 2024）
228,194
191,167
419,361

3. Accounting estimate(Large construction projects)(1) Amount recorded in the consolidated financial statements for the current fiscal year
The amount of sales was ¥979,977 million and the amount of provisions for loss on orders
received was ¥1,415 million in the Environment and Energy segment.
(2) Other information that contributes to the understanding of accounting estimates
In the Environment and Energy segment, the Company and its consolidated subsidiaries operate
the business of design and construction such as electrical/power supply work, engineering andinstallation of products as well as the manufacture and sales of the products.
In the recognition of revenue for construction contracts when the performance obligation issatisfied over time, revenue is recognized over time based on the estimated progress towards thesatisfaction of that performance obligation. If it is possible to measure the outcome of theperformance obligation reasonably, the method used to estimate the progress towards thesatisfaction of the performance obligation is the input method based on the ratio of the actual costs
to the total estimated costs. If it is not possible to measure the outcome of the performanceobligation reasonably, revenue is recognized only to the extent of actual costs incurred.
Regarding orders received for constructions that the total construction cost is more likely to exceed
the total construction revenue at the end of the consolidated fiscal year and the amount can bereasonably estimated, the provision is recognized for losses expected to be incurred in the next
consolidated fiscal year onward.
When estimating the total construction cost, the Company and its consolidated subsidiaries
calculate the appropriate cost after considering the entire content of the work to be performed
according to the customer’s specifications, and review the estimate in a timely manner in responseto any change in the situation after receiving the order. However, regarding long-term construction
projects, such as installation projects of high-voltage direct current cables for interconnections
among national and regional power electric utilities or remote island power transmission business,
if additional costs that exceed the estimate as of the end of the consolidated fiscal year are
incurred because of unexpected circumstances such as an extension of the construction period
due to the influence of the weather or unforeseen changes in the work content or additional costs
due to soaring outsourcing costs and personnel expenses and exchange rate fluctuations, theprofit and loss of the next consolidated fiscal year may be affected.
4. Notes to Consolidated Balance Sheet
4-1. Assets pledged as collateral and liabilities secured by collateral(1) Assets pledged as collateral
Property, plant and equipment(2) Liabilities secured by the above collateral
Short-term debt

¥2,009 million¥

30 million

4-2. Accumulated depreciation of property, plant and equipment ¥2,431,179 million

4-3. Guarantees
Debt guarantees and similar agreements
Jiaxing SEI-Futong Optical Fiber Co., Ltd.
Sumiden International Trading (Shanghai) Co.,Ltd.
Daeheung SumiRiko Rubber Material (Yancheng) Co., Ltd.
Employees
OthersTotal¥ 813 million¥ 691 million¥ 521 million¥ 78 million¥ 532 million¥2,635 million

4-4. Notes receivable discounted
Notes receivable endorsed¥2,285 million¥ 20 million

4-5. Inventories
Merchandise and finished goods
Work in process
Raw materials and supplies¥331,906 million¥253,554 million¥299,557 million

4-6. Other
The Company is in negotiations with some automakers for damages regarding violation ofcompetition law in the Automotive segment.
5. Notes to Consolidated Statement of Income(1) Restructuring expenses in extraordinary losses were related to the reorganization of the businesslocations to strengthen profitability and make the production structure of sintered powder metalparts business, etc., more efficient and the partial review of R&D themes in the Company.
(2) The provision for loss on business in extraordinary losses is provided based upon reasonableestimated amounts of losses expected to be incurred in the future for building a mass production
system in some business.
6. Notes to Consolidated Statement of Changes in Net Assets
6-1. Type and number of shares issued and outstanding at the end of current fiscal year
Common stock
793,940,571 shares
6-2. Dividend Information(1) Dividends paid
Resolution

Type ofsharesShareholders’Commonmeeting on
stock
June 28, 2023
Board of Directors on Common
November 2, 2023
stock

Total amount Dividends
Resources of(Millions of per share Record date Effective datedividends
yen)
(Yen)
19,502

25.00

March 31,2023

June 29,2023

19,50225.00

September December 1,
30, 2023
2023

Retainedearnings
Retainedearnings

(2) Dividends of which record date was in the current fiscal year and effective date will be in thenext fiscal year
Resolution

Type ofsharesShareholders’meeting on
June 26, 2024

Commonstock

Total amount Dividends
Resources of(Millions of per share Record date Effective datedividends
yen)
(Yen)
40,56452.00

March 31,2024

June 27,2024

Retainedearnings

7. Financial Instruments
7-1. Qualitative Information on Financial Instruments
The Company and its consolidated subsidiaries finance investment in equipment and operating
capital for business mainly through borrowings from banks and the issuance of bonds andcommercial papers in accordance with their cash flow planning.
Trade notes and accounts receivable are exposed to the credit risks of customers. The Company
and its consolidated subsidiaries try to reduce and manage the risk according to their rules for
credit control.
Operating receivables denominated in foreign currency are exposed to foreign exchange risks.
The Company and its consolidated subsidiaries hedge the risks using forward exchange
contracts, etc., for the net position of foreign currency operating receivables and payables.
Securities and investment securities are mainly held to build and strengthen long-term and stablecustomer relationships and to facilitate business and technical customer partnerships and are
exposed to market value fluctuation risks.
The main purpose of holding debt and issuing bonds and commercial papers is to secure
financing for capital expenditure and working capital.
7-2. Fair Value of Financial Instruments
The carrying amounts and fair values of the financial instruments on the consolidated balance
sheet as of March 31, 2024 are set forth in the table below.
Securities without market values (the carrying amount on the consolidated balance sheet is¥132,195 million) are not included in “(1) Investment securities”. Cash is omitted. In addition, time
deposits, trade notes and account receivable, securities, trade notes and account payable, shortterm debt and commercial papers are also omitted because their carrying amounts approximate
the fair value because of the short maturity.
(Millions of yen)
(1) Investment securities(2) Bonds(3) Long-term debt*

Carrying amount
474,910**

Fair value
576,576

Difference
101,666(184,890)(164,579)(182,506)(161,749)(2,384)(2,830)Any item accounted for as a liability on the consolidated balance sheet is indicated in parentheses.

7-3. Breakdown of fair value of financial instruments by level
The fair values of financial instruments are categorized into three levels on the basis of theobservability and the materiality of the valuation inputs used in fair value measurements.
Fair values of Level 1: Fair values measured by quoted prices for the assets or liabilities are givenin active markets among observable valuation inputs
Fair values of Level 2: Fair values measured by inputs other than inputs included within Level 1
among observable valuation inputs
Fair values of Level 3: Fair values measured by unobservable valuation inputs
When several inputs that have significant impact on the fair value measurement are used andthose inputs are categorized into different levels, the fair value is categorized into the lowest
priority level for fair value measurement among the levels in which each of the inputs belongs.
(1) Financial instruments recorded at fair value in the consolidated balance sheet(Millions of yen)
Category
Investment securities
Other securities
StocksBonds (other)
Other

Level 1

291,853－－

Fair value
Level 2
Level 3

－
－
－

6,396
－
－

Total

298,249－－

(2) Financial instruments other than those recorded at fair value in the consolidated balance sheet(Millions of yen)
Fair value
Category
Level 1
Level 2
Level 3
Total
Investment securities
Held-to-maturity debt securities
Government bonds, Local government bonds－－－－
Bonds (other)－－－－
Investments in subsidiaries and affiliates
Investments in affiliates
278,327
278,327－－
Bonds
182,506
182,506－－
Long-term debt
161,749
161,749－－(Note) Explanation of valuation techniques and valuation inputs used in fair value measurements
Investment securities
The fair value of listed shares is stated at the fair market value in active markets and iscategorized as Level 1.
The fair value of unlisted shares is determined using valuation techniques based on market
prices of comparable companies and others and is categorized as Level 3. In measuring thefair value of unlisted shares, unobservable inputs, such as valuation multiples, are used.
Bonds
The fair value of bonds is stated at the fair market value and is categorized as Level 2.
Long-term debt
The fair value of long-term debt is estimated based on the present value of future cash flows
using appropriate current discount rates and is categorized as Level 2.
8. Per Share Information
Net assets per share
Earnings per share¥2,830.82¥ 191.98