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, 2022

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

Notice of the 88th Annual Meeting of Shareholders
We would like to thank you for your continued support.
You are hereby notified that the 88th Annual Meeting of Shareholders of the Company will be held as
described below.
If you do not attend the meeting, please exercise your voting rights in advance via the Internet or in writing.
Please refer to the following “Reference Document for the Annual Meeting of Shareholders” and exercise
your voting rights no later than 5:10 p.m., on June 27 (Monday), 2021.
Sincerely yours,

1. Date and Time:

Details
Tuesday, June 28, 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 88th businessperiod (April 1, 2021 to March 31, 2022)
The non-consolidated financial statements for the 88th business period(April 1, 2021 to March 31, 2022)

Matters to be resolved:
Proposal 1:
Proposal 2:

Partial Amendment to the Articles of Incorporation
Election of Five (6) 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 1: Partial Amendment to the Articles of Incorporation
1. Reason for the proposal
The amendment provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. Therefore, the Company proposes to amend
its existing Articles of Incorporation in order to prepare for the introduction of a system to electronically provide materials forthe annual meeting of shareholders as follows.
(1) The proposed revision to Article 14, Paragraph 1 sets out the measure to electronically provide information that is containedin the reference document for the annual meeting of shareholders, etc.
(2) The proposed revision to Article 14, Paragraph 2 sets out the provision to limit the scope of matters contained in the
documents issued to shareholders who claim delivery of such documents.
(3) Since the provision on the Internet disclosure and deemed provision of reference document for the annual meeting ofshareholders, etc. (Article 14 of the existing Articles of Incorporation) will become unnecessary, it shall be deleted.
(4) In conjunction with the establishment and deletion described above, supplementary provisions on the effective date, etc.
shall be established. These supplementary provisions shall be deleted after the lapse of a predetermined period of time.
2. Proposed revision
The proposed revision are as follows.
(The part underlined denotes the revision.)
The existing Articles of Incorporation
Internet Disclosure and Deemed Provision of Reference
Document for the Annual Meeting of Shareholders, etc.
Article 14 In convening an annual meeting ofshareholders, the Company may bedeemed to have provided its shareholders
with the information relating to the mattersthat should be stated or indicated in thereference document for the annual meetingof shareholders, the business report, thenon-consolidated financial statements
andthe consolidated financial statements bydisclosing such information by means of amethod using the Internet as stipulated by therespective Ordinance of the Ministry ofJustice.

Proposed revision(Deleted)

Electronic Provision Measures, etc.
Article 14 In convening an annual meeting ofshareholders, the Company shall takemeasures to electronically provide
information that is contained in the reference
document for the annual meeting ofshareholders, etc.
(ii) The Company may choose to not state,
among the matters for which it takes themeasure for electronic provision, all or partof the matters specified in the Ordinance ofthe Ministry of Justice in a document to beissued to a shareholder who has claimed
issuance of the document by the record dateof the voting rights.

(New stipulation)-2-

The existing Articles of Incorporation(New stipulation)

Proposed revision

Supplementary Provisions
1. The deletion of pre-revised Article 18 of the Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Document for the Annual
Meeting of Shareholders, etc.) and the establishment of
the revised Article 14 of the Articles of Incorporation(Electronic Provision Measure, etc.) shall go into effecton the date of enforcement of the amendment provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially Amending
the Companies Act (Act No. 70 of2019)(“Enforcement Date”).
2. Notwithstanding the provision of the preceding
paragraph, the pre-revised Article 14 of the Articles ofIncorporation shall remain in effect with respect to anannual meeting of shareholders for which the date ofsuch annual meeting of shareholders falls within six
months from the Enforcement Date.
3. These supplementary provisions shall be deleted on the
day after six months have elapsed from the Enforcement
Date or on the day after three months have elapsed fromthe date of the annual meeting of shareholders in thepreceding paragraph, whichever comes later.

3. Supplementary explanation
A system for providing general shareholder meeting materials in electronic format is the system enables companies to provide
their shareholders with general shareholder meeting materials by means of uploading these materials onto their own website,
etc., and notifying shareholders in writing of the website address, etc. Since this system is forcibly apply to listed companies,
the Company will use it from next general meeting of shareholders (June 2023) and will provide shareholders with a simple
convocation notice (which notifies our posting the materials on the website and the address of the website, etc.). Incidentally,
this changes the general means of provision of information for shareholders from "written" to "electronic" but does not reduce
the amount of information. After this system is adopted, shareholders who wish to receive the shareholder meeting materials
in paper based format can take the procedure of "request for delivery of materials in paper-based format". For this procedure,please contact the securities company which you have an account, or Sumitomo Mitsui Trust Bank, Limited which is theCompany's shareholder registry administrator.

-3-

Proposal 2: Election of Five (6) Directors
The term of office of all five (5) Directors will expire at the conclusion of the Annual Meeting of Shareholders. The Company
requests the election of five (5) Directors and the appointment of one (1) new Director.
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

100%(15/15 meetings)

2

Masaki Fujiwara

Reappointment

Director and Senior Managing Operating Officer
General Manager of Corporate Strategy

100%(15/15 meetings)

3

Hiroshi Zumoto

Reappointment

4

Hajime Katsushima

New appointment

Reappointment

Akira Uno

5

Independent

Outside Director
Reappointment

Koichi Ina

6

Independent

Outside Director

Notes: 1.
2.

Director and Managing Operating Officer
Chief Operating Officer of Semiconductor business
Executive General Manager, Semiconductor
Manufacturing Division
Chairman, SANSHA ELECTRIC MFG. (SHANGHAI )CO., LTD.
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.
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.
Outside Director
Outside Director, KUBOTA Corporation
Chairman, Central Japan Industries Association100%(11/11 meetings)－

100%(15/15 meetings)

100%(15/15 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 2022 at the full cost of the Company.

-4-Candidate
No.

Name
(Date of birth)

Reappointment

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

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)

1

Number of theCompany’s
shares owned

21,800 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 , headopted a slogan, ”Global Power Solution Partner,” and has promoted a growth strategy and managerial reform to
improve the corporate value. As we believe it appropriate to manage the Group under his leadership to ensuresustainable growth and further development of the Company, we nominate him as a candidate for Director.
Attendance at board meetings: 15/15 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 7 years-5-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;
68 years of age)

2

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(incumbent)
General Manager of Corporate Strategy, the Company(incumbent)

Reappointment

Number of theCompany’s
shares owned

14,700 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 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: 15/15 meetings
Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 8 years-6-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

Reappointment

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

3

May. 2020

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

June. 2021

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

Number of theCompany’s
shares owned

8,400 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. After holding key
positions in the semiconductor business from April 2012, he assumed the position of Director of the Company in June
2021. Since then, he has been playing appropriate roles, such as supervising the semiconductor business with highability and expertise in that field and supervising the management of the Company. 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
Director.
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)

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)

New appointment

Hajime Katsushima(January 29, 1959;
63 years of age)
4
Apr. 2022

Number of theCompany’s
shares owned

10,700 shares

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)(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, 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. Currently, he is demonstrating his leadership as the Chief Operating Officer of the Company's
Power Supply System business. As we believe that it is necessary to utilize his abundant experience and knowledge forthe purpose of continuing to execute the growth strategy and aiming at sustainable enhancement of corporate value of
the Group, we newly nominate him as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Reappointment
Independent
Outside Director

Akira Uno
(August 15, 1942;
79 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

10,800 shares(Significant concurrent positions)
Outside Director, HASHIMOTO SOGYO HOLDINGS Ltd
Fellow ,School of Business at Graduate School of Economics, Kyoto
University (Doctor of Economics)
5

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 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: 15/15 meetings
Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 8 years-9-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;
74 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)

20,900 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: 15/15 meetings (After assuming the office of Director)
Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 3 years- 10 -

<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- 11 -

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.

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