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 4, 2021

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

Notice of the 87th Annual Meeting of Shareholders
We would like to thank you for your continued support.
You are hereby notified that the 87th Annual Meeting of Shareholders of the Company will be held as
described below.
From the perspective of preventing the spread of infection of the new coronavirus(COVID-19), you areadvised to refrain from attending the meeting this year and exercise your voting rights in advance via theInternet. or in writing
Please refer to the following “Reference Document for the Annual Meeting of Shareholders” andexercise your voting rights no later than 5:10 p.m., on June 24 (Thursday), 2021.
Sincerely yours,

1. Date and Time:

Details
Friday, June 25, 2021 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 87th businessperiod (April 1, 2020 to March 31, 2021)
The non-consolidated financial statements for the 87th business period(April 1, 2020 to March 31, 2021)

Matters to be resolved:
Proposal :Election of Five (5) Directors



The following items are posted on the Company’s website (https://www.sansha.co.jp), in accordance with the provisionsof laws and regulations of the Company’s Articles of Incorporation, and are therefore not included in the documents
accompanying this Notice.
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 documents accompanying this Notice comprise part of the documents audited by Audit& Supervisory
Board Members and the Accounting Auditor when preparing their respective audit reports.
 If there are any revisions to the Reference Document for the Annual Meeting of Shareholders, the business report or the
consolidated and the non-consolidated financial statements, such revisions will be listed on the Company’s website.
(https://www.sansha.co.jp/)
 Please note that no one other than shareholders who can exercise voting rights is allowed in the venue such as a proxy who
is not a shareholder or a person accompanying a shareholder.

-1-Reference Document for the Annual Meeting of Shareholders
Proposal: Election of Five (5) 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 five (5) 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.
CandidateNo.

Hajimu Yoshimura

1

Position and responsibility at the Company andsignificant concurrent positions

Name

Reappointment

Representative Director, President

100%(14/14 meetings)
100%(14/14 meetings)

2

Masaki Fujiwara

Reappointment

Director and Senior Managing Operating Officer
General Manager, Corporate Strategy
Outside Audit & Supervisory Board Member, KUBOTA
Corporation

3

Hiroshi Zumoto

New appointment

Managing Operating Officer
Chief Operating Officer of semiconductor business
General Manager, semiconductor business

Reappointment

Akira Uno

4

Independent

Outside Director
Reappointment

Koichi Ina

5

Independent

Outside Director

Notes: 1.
2.

Attendance atboard meetings-

Outside Director
Outside Director, HASHIMOTO SOGYO HOLDINGSLtd.
Specially Appointed Professor at Graduate School of
Economics, Kyoto University (Doctor of Economics)
Senior Executive Fellow, DMG MORI Co.,LTD.

100%(14/14 meetings)

Outside Director
Outside Director, KUBOTA Corporation
Chairman, Central Japan Industries Association100%(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 Officers 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
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.

-2-

Apr. 1976

Joined Matsushita Electric Works, Ltd. (currently Panasonic
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.

Reappointment

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

Managing Director, Panasonic Eco Solutions 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)

1

19,300 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 thePanasonic Group. In addition, he has served as Vice President of an overseas affiliate of the Group and thus has broadbased knowledge of global corporate management. Furthermore, after he assumed the presidency of the Company on
April 1, 2018, he adopted a slogan, ”Global Power Solution Partner,” and has promoted a growth strategy andmanagerial 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): 6 years-3-Candidate
No.

Name
(Date of birth)

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

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

Joined Matsushita Electric Industrial Co., Ltd. (currently
Panasonic 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 and General
Manager of Administration, the Company

Mar. 2018

Outside Audit & Supervisory Board Member, KUBOTA
Corporation (incumbent)

Apr. 2018

Director, Senior Managing Operating Officer and General
Manager of Corporate Strategy, the Company (incumbent)

Reappointment

2

Number of theCompany’s
shares owned

13,400 shares(Significant concurrent positions)
Outside Audit & Supervisory Board Member, KUBOTA Corporation[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 Panasonic Group. In addition, he has served as Director of an overseas affiliateof the Group and thus is equipped with global perspectives. Since assuming office as Director of the Company in June
2014, he supervises the administration and corporate strategy departments and properly fulfills his role. 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): 7 years-4-Candidate
No.

Name
(Date of birth)

New appointment

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

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

Officer, the Company
General Manager, Semiconductor Manufacturing, theCompany
Manager, Okayama Plant, the Company

Apr. 2018

Managing Officer, the Company
Manager, Okayama Plant, the Company

Apr. 2020

Managing Officer, the Company (incumbent)
Chief Operating Officer of semiconductor business, theCompany (incumbent)
General Manager, semiconductor business, the Company(incumbent)

May. 2020

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

3

Number of theCompany’s
shares owned

6,000 shares(Significant concurrent positions)
Chairman, SANSHA ELECTRIC MFG. (SHANGHAI ) 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 in all plants of the Company as a person in charge of production technology. He has been Operating
Officer and General Manager of semiconductor Manufacturing since April 2012,as and has been in charge of thesemiconductor business since April 2020,supervising the development, production and sales departments of thesemiconductor business of the Company and working to promote business. As we believe it necessary to leverage hisabundant experience and knowledge in continuing to implement a growth strategy and aiming to continually improve theGroup’s corporate value, we nominate him as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Reappointment
Independent
Outside Director

Akira Uno
(August 15, 1942;
78 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

10,200 shares(Significant concurrent positions)
Outside Director, HASHIMOTO SOGYO HOLDINGS Ltd
Specially Appointed Professor at Graduate School of Economics, Kyoto
University (Doctor of Economics)
4

Senior Executive Fellow, DMG MORI Co.,LTD.
[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 15 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): 7 years-6-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;
73 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)

15,800 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.
5[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): 2 years-7-<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-8-III. Composition of Officers [Management System (Planned) after the Approval of Agenda]
Knowledge and experience particularly expected by the Company

Audit & Supervisory
Board Members

Director

Name

Independence

Corporate Management
management
strategy

Knowledge
about theCompany’s
business

Production
technology,
research anddevelopment

HajimuYoshimura

MasakiFujiwara











Hiroshi
ZumotoAkira Uno

Koichi Ina







Eriko
NashiokaOverseas
postingexperience













Legal
affairsIchiro Kitano
Kazuhiro
Egawa

Finance,accounting
and tax
practice/finance-9-