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

Securities Code: 6882
June 7, 2023

To Our Shareholders:
3-1-56 Nishiawaji, Higashiyodogawa-ku, Osaka
Sansha Electric Manufacturing Co., Ltd.
Hajimu Yoshimura
President

Notice of the 89th Annual Meeting of Shareholders
We would like to thank you for your continued support.
You are hereby notified that the 89th Annual Meeting of Shareholders of the Company will be held as
described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide theinformation contained in the Reference Documents for the General Meeting of Shareholders, etc. (mattersto be provided electronically) electronically and posted them on the Company's website on the Internet,
so please access the Company's website below and check the contents.
URL for Sansha Electric Manufacturing Co., Ltd Website: https://www.sansha.co.jp/ir/meeting.html
The information subject to electronic provision is published not only via the Company’s Website
mentioned above, but also via the Website of Tokyo Stock Exchange, Japan Exchange Group (JPX).
Therefore, if necessary, please access the JPX’s website (https://www.jpx.co.jp/english/), and search forthe information concerning Sansha Electric Manufacturing Co., Ltd by inputting the Company’s securities
code 6882 into the window of the search engine titled “Listed Company Search,” then click “Basic
information,” “Documents for public inspection/PR information,” and “Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting.”
URL for information about Sansha Electric Manufacturing Co., Ltd on the JPX’s Website:
https://www2.jpx.co.jp/tseHpFront/StockSearch.do?callJorEFlg=1&method=&topSearchStr=6882
If you do not attend the meeting, please exercise your voting rights in advance via the Internet or in writing.
Please review the “Reference Document for the Annual Meeting of Shareholders” and exercise yourvoting rights no later than 5:10 p.m., on June 27 (Tuesday), 2023.
Sincerely yours,

1. Date and Time:

Details
Wednesday, June 28, 2023 at 10:00 a.m. (sign-in starts at 9:00 a.m.)

2. Place:

4-2-1 Miyahara Yodogawa-ku, Osaka
Hotel Mielparque Osaka, 4th Floor, room “Soleil”(Please see the “Access Map” at the end of the document)

3. Agenda:
Matters to be reported: 1.

2.

The business report, the consolidated financial statements and theresults of consolidated financial statement audits by the Accounting
Auditor and the Board of Corporate Auditors for the 89th businessperiod (April 1, 2022 to March 31, 2023)
The non-consolidated financial statements for the 89th business period(April 1, 2022 to March 31, 2023)-1-

Matters to be resolved:
Proposal 1:
Proposal 2:

Election of Six (6) Directors
Determination of the Amount and Details of Performance-Based Stock
Compensation, etc. for Directors

4

Other Matters to be Determined by the Board of Directors at the Convocation
1) If you exercise your voting rights in writing (by mail) and do not indicate your approval ordisapproval of any of the proposals on the Voting Rights Exercise Form, we will assume that you
have voted in favor of the proposals.
2) If you exercise your voting rights twice, once via the Internet and once in writing (by mail), we
will treat the Internet vote as the valid exercise of your voting rights. If you exercise your voting
rights more than once via the Internet, we will treat the last vote as the valid exercise of your voting
rights.
3) If you wish to exercise your voting rights by proxy, one other shareholder with voting rights may
attend the meeting as your proxy. Please note, however, that a document evidencing the proxy's
power of representation must be submitted.



Shareholders who have made a request for delivery of the document will also receive a document stating the matters tobe provided electronically, but such document will exclude the following matters in accordance with the provisions oflaws and regulations and the Articles of Incorporation of the Company.
1. “Structure and Policy of Company” in the Business Report
2. “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in theConsolidated Financial Statements
3. “Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Non-consolidated
Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
included in this document are a part of the subject documents on which the accounting auditor has prepared the accounting
audit report and the statutory auditor has prepared the audit report.
In the event of any modification to the electronic provision measures, a notice will be posted on the aforementioned
Company's Website (https://www.sansha.co.jp/) and on the JPX’s Website (https://www2.jpx.co.jp), both before and after
the modification.

-2-

Reference Document for the Annual Meeting of Shareholders
Proposal 1: Election of Six (6) Directors
The term of office of all six (6) Directors will expire at the conclusion of the Annual Meeting of Shareholders. The Company
requests the election of Six (6) Directors.
The candidates for Directors are determined at board meetings after receiving the report from the Nomination andCompensation Committee based on the criteria for appointment of Directors. Also, candidates for Outside Directors satisfy
the “criteria for appointment of Outside Officers and for judgment of independence.”
The candidates for Directors are as follows.
Candidate
No.

Position and responsibility at the Company andsignificant concurrent positions

Name

Attendance atboard meetings

1

Hajimu Yoshimura

Reappointment

Representative Director, President
Chairman of Board of Directors

100%(14/14 meetings)

2

Masaki Fujiwara

Reappointment

Director and Executive Vice President
General Manager of Corporate Strategy

100%(14/14 meetings)

3

Hiroshi Zumoto

Reappointment

4

Hajime Katsushima

Reappointment

Reappointment

Akira Uno

5

Independent

Outside Director
Reappointment

Koichi Ina

6

Independent

Outside Director

Notes: 1.
2.

Director and Senior Managing Operating Officer
Chief Operating Officer of Power Supply System
Manufacturing business
Executive General Manager, Power Supply System
Manufacturing Division
Chairman, SANREX LIMITED
Chairman, SANSHA ELECTRIC MFG.
(GUANGDONG) CO., LTD.
Director and Managing Operating Officer
Chief Operating Officer of Semiconductor business
Executive General Manager, Technology, the Company
Chairman, SANSHA ELECTRIC MFG. (SHANGHAI )CO., LTD.
Outside Director
Outside Director, HASHIMOTO SOGYO HOLDINGSLtd.
Fellow ,School of Business at Graduate School of
Economics, Kyoto University (Doctor of Economics)
Senior Executive Fellow, DMG MORI Co., LTD.
Special Assistant to the President, Kyoto University
Outside Director
Outside Director, KUBOTA Corporation
Chairman, Central Japan Industries Association100%(14/14 meetings)

100%(11/11 meetings)

100%(14/14 meetings)

100%(14/14 meetings)

There is no special conflict of interest between any of the candidates for Director and the Company.
The Company entered into the Directors and Auditors liability insurance contract prescribed in Article 430-3, Paragraph 1 of theCompanies Act, in which all the Directors are the insured. If this proposal is approved as proposed and each candidate assumes
the post of Director, each candidate will become the insured of the said contract. The said contract is to cover the insured Directors,
etc. against damages that could arise from taking responsibilities regarding the performance of their duties or being asked forcompensation regarding the pursuit of the said responsibilities. However, there are certain exemptions; for example, damages
arising from an act that the insured conducts knowing it is in violation of laws and regulations are not covered. Premiums forriders of derivative actions are borne by each Director, and other premiums are borne by the Company. The renewal is scheduledin June 2023 at the full cost of the Company.

-3-

Candidate
No.

Name
(Date of birth)

Reappointment

Hajimu Yoshimura(January 10, 1954;
69 years of age)1

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1976

Joined Matsushita Electric Works, Ltd. (currently PanasonicHoldings Corporation)

Jan. 2001

Vice President, U.S. Research Lab, Matsushita Electric Works,
Ltd.

Apr. 2007

Operating Officer and General Manager of Lighting Device
Development Division, Matsushita Electric Works, Ltd.

June 2007

President, SUNX Co., Ltd. (currently Panasonic Industrial
Devices SUNX Co., Ltd.)

June 2012

President, Panasonic Ecology Systems Co., Ltd.

Aug. 2014

Advisor, the Company

Jan. 2015

Vice President and Operating Officer in charge of overallmanagement, the Company

June 2015

Director, Vice President and Operating Officer, Planning
Division, the Company

June 2017

Representative Director, Vice President and Operating Officer,
the Company

Apr. 2018

Representative Director, President, the Company (incumbent)

Number of theCompany’s
shares owned

24,600 shares[Reason for nomination as a candidate for Director ]Hajimu Yoshimura has abundant experience and extensive knowledge he has gained as a management executive in the
major Japanese electronics manufacturer. In addition, he has served as Vice President of an overseas affiliate of theGroup and thus has broad-based knowledge of global corporate management. Furthermore, after he assumed thepresidency of the Company , he adopted the vision, ”Global Power Solution Partner,” and has promoted a growthstrategy and managerial reform to improve the corporate value. As we believe it appropriate to manage the Group under
his leadership to ensure sustainable growth and further development of the Company, we nominate him as a candidate
for Director.
Attendance at board meetings: 14/14 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 8 years-4-Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1977
Jan. 2000

Reappointment

Masaki Fujiwara(December 23, 1953;
69 years of age)

2

Number of theCompany’s
shares owned

Joined Matsushita Electric Industrial Co., Ltd. (currently
Panasonic Holdings Corporation)
Director, Administration, Malaysia Matsushita Television Co.,
Ltd.

Nov. 2004

Director, Technology and Accounting Center, Matsushita
Electric Industrial Co., Ltd.

Dec. 2006

Director, Accounting Center, Panasonic AVC Networks,
Matsushita Electric Industrial Co., Ltd.

May 2010

President, Panasonic Insurance Service Co., Ltd.

Mar. 2014

Advisor, the Company

June 2014

Director, Senior Managing Operating Officer, the Company
General Manager of Administration, the Company

Mar. 2018

Outside Audit & Supervisory Board Member, KUBOTA
Corporation

Apr. 2018

Director, Senior Managing Operating Officer, the Company
General Manager of Corporate Strategy, the Company

Apr. 2023

Director, Executive Vice President, the Company (incumbent)
General Manager of Corporate Strategy, the Company(incumbent)

24,600 shares[Reason for nomination as a candidate for Director]
Masaki Fujiwara has abundant corporate management experience and extensive knowledge of administration he has
gained as a management executive in the major Japanese electronics manufacturer. In addition, he has served as Directorof an overseas affiliate of the Group and thus is equipped with global perspectives. Since assuming office as Director of
the Company in June 2014, he has overseen the administrative and corporate strategy divisions of the Company and has
served as Director, Executive Vice President since April 2023. As we believe he is capable of fully leveraging his
abundant experience in the Group’s future business development, we nominate him as a candidate for a Director.
Attendance at board meetings: 14/14 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 9 years-5-Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1982

Joined the Company

May 2005

General Manager, Manufacturing Engineering Department ,the Company

Sep. 2011

Manager, Okayama Plant, the Company

Apr. 2012

Operating Officer, the Company
Executive General Manager, Semiconductor Manufacturing
Division, the Company
General Manager, Okayama Plant, the Company

Apr. 2018

Managing Operating Officer, the Company
Executive General Manager, Semiconductor Manufacturing
Division, the Company

Apr. 2020

Managing Operating Officer, the Company
Chief Operating Officer of Semiconductor business, theCompany
Executive General Manager, Semiconductor Manufacturing
Division, the Company

May. 2020

Chairman, SANSHA ELECTRIC MFG. (SHANGHAI) CO.,LTD. (CHINA) (incumbent)

June. 2021

Director, Managing Operating Officer, the Company
Chief Operating Officer of Semiconductor business, theCompany )Executive General Manager, Semiconductor Manufacturing
Division, the Company

Apr. 2023

Director, Senior Managing Operating Officer, the Company(incumbent)
Chief Operating Officer of Power Supply System
Manufacturing business, the Company (incumbent)
Executive General Manager, Power Supply System
Manufacturing Division, the Company(incumbent)

Reappointment

Hiroshi Zumoto(April 18, 1959;
64 years of age)

3

Number of theCompany’s
shares owned

9,100 shares(Significant concurrent positions)
Chairman, SANREX LIMITED(HONG KONG)
Chairman, SANSHA ELECTRIC MFG. (GUANGDONG) CO., LTD.
(CHINA)[Reason for nomination as a candidate for Director]
Since joining the Company, Hiroshi Zumoto has been involved in improving productivity and strengthening the
production system as a person in charge of production technology. After holding key positions in the semiconductorbusiness from April 2012, he assumed the position of Director of the Company in June 2021. Since then, he has played
an appropriate role in overseeing the semiconductor business with his high level of competence and expertise in thefield, as well as supervising the Company's management. Since April 2023, he has been responsible for overseeing thePower Supply System Manufacturing business, and we have determined that he can fully demonstrate his wealth ofexperience in the future development of our business, and therefore we continue to nominate him as a candidate for
Director.
Attendance at board meetings: 14/14 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 2 years-6-Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1981

Joined the Company

Apr. 2009

General Manager, Research Department , the Company

Apr. 2011

Operating Officer, the Company
Executive General Manager, Engineering and Development
Division, the Company

Nov. 2016

Representative Director, President, Sansha Electric EasternCO., LTD(currently Suwa Sansha Electric Co., Ltd)

Apr. 2021

Managing Operating Officer, the Company
Assistant Chief Operating Officer of Power Supply System
Manufacturing business, the Company
Executive General Manager, Power Supply System
Manufacturing Division, the Company
Chairman, SANREX LIMITED(HONG KONG) (incumbent)
Chairman, SANSHA ELECTRIC MFG. (GUANGDONG)
CO., LTD. (CHINA) (incumbent)

Reappointment

Hajime Katsushima(January 29, 1959;
64 years of age)

Apr. 2022

Managing Operating Officer, the Company
Chief Operating Officer of Power Supply System
Manufacturing business, the Company
Executive General Manager, Power Supply System
Manufacturing Division, the Company

Apr. 2023

Director, Managing Operating Officer, the Company(incumbent)
Chief Operating Officer of Semiconductor business, theCompany (incumbent)
Executive General Manager, Technology, theCompany(incumbent)

4

Number of theCompany’s
shares owned

12,100 shares(Significant concurrent positions)
Chairman, SANSHA ELECTRIC MFG. (SHANGHAI ) CO., LTD.
(CHINA)[Reason for nomination as a candidate for Director]
Since joining the Company, Hajime Katsushima has been involved in product development in the new energy field as aperson in charge of R&D. Since November 2016, he has been involved in the management of Group companies as theRepresentative Director and President. After serving as General Manager of the Power Supply System Manufacturingbussiness, he was appointed Head of Semiconductor Business and General Manager of the Technology Division in April
2023.
Attendance at board meetings: 11/11 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 1 years-7-Candidate
No.

Name
(Date of birth)

Reappointment
Independent
Outside Director

Akira Uno
(August 15, 1942;
80 years of age)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1966

Joined The Sumitomo Bank, Limited (currently Sumitomo
Mitsui Banking Corporation)

June 1993

Director and Manager of Ningyocho Branch, The Sumitomo
Bank, Limited

Feb. 1996

Representative Executive Director, Sumitomo Credit Service
Co., Ltd.

June 2000

Representative Director and Vice President, Sumitomo Credit
Service Co., Ltd.

Apr. 2001

Representative Director and Vice President, Sumitomo Mitsui
Card Company, Limited due to merger

June 2003

Chairman and Operating Officer, SMBC Consulting Co., Ltd.

Feb. 2006

Operating Officer, Japan Post Holdings Co., Ltd.

Oct. 2007

Managing Officer, Japan Post Bank Co., Ltd.

June 2009

Outside Director, HASHIMOTO SOGYO Ltd. (currently
HASHIMOTO SOGYO HOLDINGS Ltd.) (incumbent)

Aug. 2009

Special Advisor, the Company

June 2014

Outside Director, the Company (incumbent)

Number of theCompany’s
shares owned

11,500 shares(Significant concurrent positions)
Outside Director, HASHIMOTO SOGYO HOLDINGS Ltd
Fellow ,School of Business at Graduate School of Economics, Kyoto
University (Doctor of Economics)
Senior Executive Fellow, DMG MORI Co., LTD.
5

Special Assistant to the President, Kyoto University[Reason for appointment as a candidate for Outside Director]
Akira Uno is the candidate for Outside Director. He has abundant experience and knowledge he has gained as amanagement executive of many companies. He provides recommendations and advice on the Group’s growth strategy
and managerial reform at its board meetings as Outside Director and the Chairman of the Nomination and Compensation
Committee, and performs a decision-making function and supervisory function. As we believe he is qualified tosupervise the management of the Company, we nominate him as a candidate for Outside Director.
[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
There is no special relationship between the Company and HASHIMOTO SOGYO HOLDINGS Ltd., Kyoto University,and DMG MORI Co., LTD. at which Akira Uno holds concurrent positions.
[Liability limitation agreement]
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement limiting liability for damages under Article 423, Paragraph 1 of the Companies Act with Akira Uno. The limitof liability for damages under the agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act.
The Company will continue said agreement if his reappointment is approved.
[Notification as Independent Officer]
Akira Uno had performed duties at Sumitomo Mitsui Banking Corporation (the Sumitomo Bank, Limited at the time hejoined the bank), which is one of the correspondent banks of the Company, as well as affiliated companies of the bank,
until February 2006. However, his transactions with the bank are based on general agreements, and it has been 16 years
since he retired from the bank. Accordingly, the Company has determined that he has no potential conflict of interest
with general shareholders and notified him as an Independent Officer to the Tokyo Stock Exchange. The Company willcontinue to appoint him as an Independent Officer if his reappointment is approved.
Attendance at board meetings: 14/14 meetings
Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 9 years-8-Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)Apr. 1973

Reappointment

June 2002

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Director, Toyota Motor Co., Ltd.

June 2007

Senior Managing Director, Toyota Motor Co., Ltd.

June 2009

Koichi Ina(May 6, 1948;
75 years of age)

Advisor, Toyota Motor Co., Ltd.
Director and Vice President, DAIHATSU MOTOR CO., LTD.

Independent
Outside Director

Number of theCompany’s shares
ownedJune 2010

President, DAIHATSU MOTOR CO., LTD.

June 2013

Chairman, DAIHATSU MOTOR CO., LTD.

June 2015

Outside Director, KUBOTA Corporation (incumbent)

June 2016

Senior Adviser, DAIHATSU MOTOR CO., LTD.

June 2019

Outside Director, the Company (incumbent)

26,400 shares(Significant concurrent positions)
Outside Director, KUBOTA Corporation
Chairman, Central Japan Industries Association[Reason for appointment as a candidate for Outside Director]
Koichi Ina is the candidate for Outside Director. He has abundant experience and broad knowledge he has gained as amanagement executive and engineer at Japan’s leading auto manufacturers. He provides recommendations and advice on
the Group’s growth strategy and managerial reform at its board meetings as Outside Director and Member of theNomination and Compensation Committee, and performs the decision-making function and supervisory function. As webelieve he is qualified to supervise the management of the Company, we nominate him as a candidate for Outside
Director.
6[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
There is no special relationship between the Company and KUBOTA Corporation and Central Japan Industries
Association at which Koichi Ina has concurrent positions.
[Facts of wrongful execution of duties, etc. during the term of office of officers at other companies, measures forprevention and ex post facto responses, etc. during the past five years]
Koichi Ina has been serving as Outside Director of KUBOTA Corporation since his assumption in June 2015. KUBOTA
announced in November 2018 an inappropriate act regarding the inspection record of expendable parts (mill roll) used in
facilities to produce steel sheet, etc. He had not been aware of this fact until this issue was uncovered, and he had been
making recommendations at board meetings from the perspectives of compliance. After he came to know the fact, he has
been carrying out his duty such as thoroughly investigating the cause, developing preventive measures and reviewing theinspection system.
[Liability limitation agreement]
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement limiting liability for damages under Article 423, Paragraph 1 of the Companies Act with Koichi Ina. The limitof liability for damages under the agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act.
The Company will continue said agreement if his reelection is approved.
[Notification as Independent Officer]
The Company has notified Koichi Ina as an Independent Executive Officer to the Tokyo Stock Exchange. The Company
will continue to appoint him as an Independent Officer if his reappointment is approved.
Attendance at board meetings: 14/14 meetings (After assuming the office of Director)
Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 4 years-9-<Reference>I.

Criteria for Appointment/Dismissal of Directors and Corporate Auditors[Appointment Criteria]
1. Such person has an excellent personality, knowledge and management sense, and is familiar with managerial issues.
2. Such person has a superior ability to make analysis and judgment objectively from a company-wide perspective.
3. Such person can state his/her opinion positively from a company-wide perspective.
4. Such person can secure time and effort required to properly perform his/her duties and responsibilities as Director/Corporate Auditor.
5. Such person satisfies statutory eligibility requirements for Director/Corporate Auditor.
6. As for a candidate for Outside Director/Outside Corporate Auditor, such person satisfies the Company’s criteria for judgment of
independence.
7. The appointment of such candidate for Director maintains the diversity of experience and expertise, has the Board of Directors exercise
its function most efficiently and effectively, and brings a balance so that management is supervised throughout the Company.
8. The appointment of such candidate for Corporate Auditor brings a balance among knowledge, experience and expertise.
At least one Corporate Auditor has considerable knowledge in finance and accounting.
[Dismissal Criteria]
1. Cases where a material fact in violation of laws, regulations or the Articles of Incorporation is found.
2. Cases where a significant deviation from the appointment criteria is found.
3. Cases where the corporate value is significantly damaged by a failure to perform duties.
4. Cases where an event occurs that makes appropriate execution of duties difficult.
II. Criteria for Appointment of Outside Officers and for Judgment of Independence of the Company[Criteria for Appointment of Outside Officers]
1. Such person has an excellent personality, high ethical standards and is physically and mentally fit.
2. Such person has a high level of expertise and abundant experience in areas such as business management, corporate management, legal
affairs and accounting.
3. Such person can secure sufficient time to attend board meetings, etc. and is qualified to perform his/her duties.
4. Such person satisfies statutory eligibility requirements for Outside Officer.
[Criteria for Judgment of Independence]
Outside Officers to whom none of the following conditions applies can be “Independent Officers.”
1. Person who performs or has performed duties of the Group
2. Person who performs duties of a major business partner of the Group (customer or supplier whose transaction amount exceeds 1% of
the annual consolidated sales in the latest business period) or its parent company or important subsidiary
3. Person who performs duties of a financial institution which is essential to the Group’s funding and cannot be replaced and on which
the Group relies, or other major creditor or its parent company or important subsidiary
4. Consultant, accountant, tax accountant or lawyer who earns money or other assets over 10 million yen (average of the past three years)
in a year from the Group other than director’s remuneration
5. Member of the audit firm which performs an accounting audit of the Group or staff who has been directly engaged in audit of the Group
6. Person who performs duties of a major shareholder, a major shareholder organization or its group whose shareholding ratio is morethan 10% in the Company’s latest shareholder registry
7. Person who satisfied conditions 2 through 5 above in the past three years or a partner/relative within the second degree of kinship of aperson listed in 1 through 6 above- 10 -

III. Composition of Officers [Management System (Planned) after the Approval of Agenda]
Knowledge and experience particularly expected by the Company
Corporate
management
andManagement
strategyOverseasbusiness
experience

Businessstrategy

R&D and
Production

HajimuYoshimura









MasakiFujiwaraHiroshi
ZumotoHajimeKatsushima

●

●

●

Audit & Supervisory
Board Members

Director

Name

Independence

Akira Uno

Koichi Ina

Ichiro Kitano




Eriko
NashiokaCorporate
management andManagement
Overallmanagement strategy
skillsOverseasbusiness
experience

Businesscore skills

Functionalcore skills

Legal affairs
andCompliance







Kazuhiro
Egawa

Finance,accounting







Reasons for selecting skills

Skill requirements

Requires management experience and achievements incorporate management and the formulation andpromotion of management strategies to realize theGroup's growth strategy

Management experience as arepresentative director or officer in acompany

Requires overseas business management experience, and Experience as a representative ofknowledge and experience of an overseas businessoverseas subsidiary, head of overseas
environment to respond to global business development business division, or executive officer

As the Company's business area is a niche and highly
specialized market based on power electronics
Business strategy technology, this position requires a high level ofknowledge in such area as well as experience in
executing business strategies

Executive in charge of businessdivision, head of division and personwith equivalent experience as senior
management

R&D and
Production

Requires knowledge and experience to develop safe,
secure, and high-quality products and realize integrated
production from design to production

Executive in charge of R&D andproduction division, head of divisionand person with equivalent experience
as senior management

Finance,accounting

Requires accurate financial reporting, efficientmanagement of invested capital, and knowledge andexperience to enhance shareholder returns- Executive in charge of accounting
and finance division, head of division,
person with equivalent experience andperson with experience in auditing
firm, etc.

Requires knowledge and experience in legal affairs andLegal affairs and compliance fields to ensure effective corporate
compliancegovernance and improve the effectiveness of the Boardof Directors.

- 11 -- Experience as executive in charge oflegal affairs and compliance, head ofdivision, and person with experience ina law firm, etc.

Proposal 2: Determination of the Amount and Details of Performance-Based Stock Compensation, etc. for Directors
1. Reasons for the proposal and reasons why the remuneration system is appropriate
The Company's directors (excluding outside directors. The same applies hereinafter.) This proposal requests your approval
for the introduction of a new performance-linked stock compensation plan using a trust (hereinafter referred to as the "Plan")for the Company's Directors. This proposal requests your approval for the introduction of a new performance-linked stockcompensation plan (the "Plan") using the Trust for the Company's Directors. The details of the Plan are proposed to be left tothe discretion of the Board of Directors within the framework of 2. below.
The purpose of this plan is to clarify the linkage between directors' remuneration and the Company's business performanceand stock value, and to raise awareness among directors of the need to contribute to improving the Company's businessperformance and increasing its corporate value over the medium to long term by sharing the benefits and risks associated withstock price fluctuations with shareholders.
This proposal is to propose that the maximum amount of remuneration for directors (up to 300 million yen per year, including
remuneration for outside directors, but not including salaries for employees) approved at the 74th Ordinary General Meetingof Shareholders held on June 27, 2008, be increased to the amount of 1.5 billion yen per year. The maximum amount of
remuneration for Directors (up to 300 million yen per year, including remuneration for Outside Directors, but not includingsalaries for employees) is to be determined separately from the maximum amount of remuneration for Directors approved at
the 74th Annual General Meeting of Shareholders held on June 27, 2008. The new performance-linked share remuneration
under the Plan shall be paid to the Company's directors in an amount separate from the maximum amount of remuneration for
directors approved at the 74th Ordinary General Meeting of Shareholders (not exceeding 300 million yen per year, including
remuneration for outside directors, but not including salaries for employees), and shall be paid over four fiscal years from thefiscal year ending March 31, 2024 to the fiscal year ending March 31, 2027 (hereinafter the "Subject Period"). (However, theSubject Period may be extended as described in 2.(2) below.)
An overview of the details of the Company's policy for determining the content of remuneration, etc. for individual directors
is provided in the Business Report, "4. Policy, etc. on Determination of Details of Remuneration, etc., for Directors andCorporate Auditors," and subject to the approval of this Proposal, the contents thereof are scheduled to be changed as describedin this Proposal. Accordingly, the contents of this proposal are necessary and reasonable for the payment of remuneration, etc.
in accordance with the policy after such change. Based on the above, the Company believes that the contents of this proposal
are appropriate.
If Proposal 1, "Election of Six (6) Directors," is approved as proposed, the number of directors subject to this plan will befour (4).
2. Amount and Details of Remuneration under the Plan, etc.
1) Outline of the Plan
This is a stock compensation plan under which a trust (the "Trust") established by monetary contribution from the Company
acquires the Company's shares, and the Company's shares in a number equivalent to the number of points granted by theCompany to each Director are delivered to each Director through the Trust. Under this stock compensation plan, the Trust (the"Trust"), which is established by the Company's monetary contribution, acquires the Company's shares, and the Company's
shares corresponding to the number of points granted by the Company to each Director are delivered to each Director throughthe Trust.
As a general rule, the time at which directors receive delivery of the Company's shares is when they retire from office.
(ⅰ) Eligibility for this Plan
Directors of the Company (excluding outside directors)(ⅱ)

Applicable period

From the fiscal year ending March 31, 2024 through the fiscal year ending
March 31, 2027

(ⅲ)

The maximum amount of money to becontributed by the Company to fund theacquisition of the Company's sharesnecessary to deliver the Company's
shares to the target in (ⅰ) during the

320 million yen in total

four fiscal years of the subject period in
(ⅱ).
(ⅳ)

Method of acquisition of our shares

From disposal of treasury stock or acquisition from an exchange market(including off-floor trading)- 12 -

(ⅴ)

Maximum total number of points to be
granted to (ⅰ) eligible persons

40,000 points per fiscal year(ⅵ)

Criteria for granting points

Points are awarded based on position and achievement of performancetargets, etc.

(ⅶ)(i) Timing of delivery of the Company's
shares to the Target Company

In principle, at the time of retirement

2) Maximum amount of money to be contributed by the Company
The initial trust period of the Trust will be approximately 4 years, and during the subject period, the Company will contributea total of up to 320 million yen as compensation to the Directors in office during the subject period to fund the acquisition of
the Company shares necessary to be delivered to the Directors under the Plan, and will establish the Trust with the Directors
who will acquire beneficial interests as described in (3) (iii) below as beneficiaries. The Trust will acquire the Company's
shares from the Company's treasury stock or from the stock exchange (including off-floor trading) using the money entrusted
by the Company as the source of funds.
Note: In addition to the funds for acquisition of the Company's shares mentioned above, necessary expenses such as trust
fees and trust administrator fees will also be entrusted. In addition, by decision of the Board of Directors of the Company, thesubject period may be extended for a period not exceeding four (4) fiscal years, as determined on a case-by-case basis, and thetrust period of the Trust may be extended accordingly (including extending the trust period substantially by transferring thetrust assets of the Trust to a trust established by the Company for the same purpose as the Trust; the same shall apply hereinafter.
The same shall apply hereinafter). The same shall apply hereinafter), and this system may be continued. In this case, during
the period covered by the extension, the Company will make an additional contribution to the Trust in an amount up to 80
million yen multiplied by the number of fiscal years covered by the extension, as funds for additional acquisition of theCompany shares necessary to deliver the Company shares to the Directors under the Plan, and will continue to grant points
and deliver the Company shares as described in 3) below.
In addition, even if the Plan is not continued by extending the period of eligibility as described above, if there are directors
who have already been granted points but have not yet retired at the expiration of the trust period, the trust period of the Trust
may be extended until such directors retire and the delivery of the Company shares is completed.
3) Calculation method and maximum number of shares of the Company's stock to be issued to directors(ⅰ) Method of Granting Points to Directors, etc.
In accordance with the Share Delivery Regulations established by the Board of Directors of the Company, the Company
will grant points to each Director on the point grant date stipulated in the Share Delivery Regulations during the trust period
in proportion to his/her position and achievement of performance targets, etc.
However, the total number of points to be granted to directors by the Company shall not exceed 40,000 points per fiscal
year.
(ⅱ) Delivery of the Company's shares in proportion to the number of points granted
Directors shall receive the Company's shares in proportion to the number of points granted in (i) above, in accordance withthe procedure described in (iii) below. However, in the event that a director retires for personal reasons, etc., all or part of thepoints granted up to that point will be forfeited, and the director will not receive shares of the Company in proportion to thenumber of points forfeited.
One point is equal to one share of the Company's stock. However, in the event of a stock split, a reverse stock split or any
other case where it is deemed reasonable to adjust the number of shares to be delivered, the number of shares to be delivered
per point shall be adjusted in accordance with the ratio of such stock split or reverse stock split.
(ⅲ) Delivery of the Company's shares to directors
Each Director shall, in principle, acquire the beneficiary right of the Trust by following the prescribed procedures upon
his/her retirement, and as a beneficiary of the Trust, shall receive from the Trust the Company shares mentioned in (ii) above.
However, a certain percentage of the Company's shares may be sold and converted into cash by the Trust for the purpose of
the Company withholding funds for the payment of withholding taxes, etc., and then delivered in cash in place of theCompany's shares. In addition, in the event that the Company shares in the Trust are converted into cash, such as when the
Company shares in the Trust are tendered to a tender offer and settled, the Company shares may be delivered in cash in placeof the Company shares.

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4) Exercise of voting rights
Voting rights pertaining to the Company's shares in the Trust will not be exercised uniformly based on the instructions of
the Trust Manager, who is independent of the Company and its officers. By using this method, the Company intends to ensure
neutrality toward the Company's management with respect to the exercise of voting rights pertaining to the Company's sharesin the Trust.
5) Handling of Dividends
Dividends on the Company's shares in the Trust will be received by the Trust and will be used to pay for the acquisition of
the Company's shares and the trustee's trust fees related to the Trust.

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