Note: This document has been translated from a part of 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 otherforms of damages arising from the translation.
(Stock Exchange Code 1949)
June 5, 2023
To Shareholders with Voting Rights:
Makoto Tani
President
Sumitomo Densetsu Co., Ltd.
2-1-4 Awaza, Nishi-ku, Osaka

NOTICE OF THE 98TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 98th Annual General Meeting of Shareholders of Sumitomo Densetsu Co., Ltd. (the “Company”) will beheld for the purposes as described below.
The Company shall, when convening this General Meeting of Shareholders, provide information containedin the Reference Documents for the General Meeting of Shareholders, etc. electronically (“Items to Be Provided
Electronically”), and the Items to Be Provided Electronically are posted on the Company website. Please accessto the Company website below to review the information.
Company website: https://www.sem.co.jp/english/ir/holder/
Also, the Items to Be Provided Electronically are posted on the Tokyo Stock Exchange (TSE) website inaddition to the Company website. If you are unable to view the Items to Be Provided Electronically on the
Company website, you are requested to access to the TSE website (Listed Company Search) below, enter theIssue name (the Company’s name) or Stock Exchange Code and click “Search”, then select “Basic information”
and “Documents for public inspection/PR information” and review the information.
TSE website (Listed Company Search service):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You can exercise your voting rights either via the Internet or in writing as alternative methods to attending
the meeting in person. Please review the Reference Documents for the General Meeting of Shareholders, andexercise your voting rights no later than 5:30 p.m. Japan time on Monday, June 26, 2023, in accordance with
“Information for Exercising Your Voting Rights” contained herein.

-1-1. Date and Time:

Tuesday, June 27, 2023 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)

2. Place:

Meeting Room on the 10th floor, Osaka Head Office of the Company,
2-1-4 Awaza, Nishi-ku, Osaka(Please refer to “Map to the Venue of General Meeting of Shareholders” on thelast page of the Japanese original being sent to each of you by postal mail.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements, and the resultsof the audits of Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 98th fiscal year (from
April 1, 2022 to March 31, 2023)
2. The Non-consolidated Financial Statements for the 98th fiscal year (from
April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of nine (9) Directors
Proposal 3:
Election of one (1) Audit & Supervisory Board Member〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
〰〰〰〰〰

► Among the Items to Be Provided Electronically, the Company does not include the following matters in thepaper copy to be sent to shareholders since the Company discloses such information on the Company website
and the TSE website in accordance with laws and regulations as well as Article 15 of the Articles ofIncorporation of the Company.
(i) “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements(ii) “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Please note that “Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidated
Financial Statements” were audited as part of the Consolidated Financial Statements and Non-consolidated
Financial Statements when the Audit & Supervisory Board Members and the Accounting Auditor prepared
the audit reports.
► Should any revision be made to the Items to Be Provided Electronically, the matters before and after such
revision will be posted on the Company website and the TSE website.

-2-▌Information for Exercising Your Voting Rights
1. For shareholders who are able to attend the meeting
When attending the meeting, please submit the Voting Rights Exercise Form (which is enclosed in theJapanese original) at reception.
If a proxy attends the meeting on behalf of a shareholder, the proxy is requested to submit the shareholder’s
Voting Rights Exercise Form together with a document proving the proxy’s authority (the proxy authorization
form and the proxy’s Voting Rights Exercise Form) to act on behalf of the shareholder. Furthermore, theCompany only authorizes one shareholder who possesses voting rights as proxy.
Please note that we will be in light clothing (Cool Biz) at the meeting. We encourage everyone attending
the meeting to wear light clothing as well.
2. For shareholders who do not attend the meeting
Exercising your voting rights via the Internet, etc.
If exercising your voting rights via the Internet, etc., please review “Information for Exercising Your Voting
Rights over the Internet, etc.” as shown below and indicate your vote for or against the proposals by 5:30 p.m.
on Monday, June 26, 2023, Japan time.
Exercising your voting rights in writing
If exercising your voting rights in writing, please indicate your vote for or against the proposals on the
Voting Rights Exercise Form (which is enclosed in the Japanese original) and return it so that it is received by
5:30 p.m. on Monday June 26, 2023, Japan time. In the event that you exercise your voting rights using the
Voting Rights Exercise Form and do not indicate your approval or disapproval of each proposal, the absenceof such indication shall be treated as a vote for approval.

Information for Exercising Your Voting Rights over the Internet, etc.
If you wish to exercise your voting rights via the Internet, etc., please confirm the following items:
1. Website for exercising voting rights
Voting rights via the Internet may only be exercised by accessing the following website designatedby the Company:
URL of the website for exercising voting rights: https://www.web54.net
2. How to exercise voting rights(1) Shareholders using computers
Please access to the address above, use the “Voting Rights Exercise Code” and “Password”
as indicated in the Voting Rights Exercise Form (which is enclosed in the Japanese original),
and indicate your vote for or against the proposals following the instructions on the screen.
(2) Shareholders using smartphones
By scanning “Login QR code for voting rights exercise website for smartphone” as indicatedin said Voting Rights Exercise Form, you can exercise the voting rights from voting rights
exercise website for smartphone that does not require to enter “Voting Rights Exercise Code”
and “Password”.
If you are to change the exercised content after the exercise of the voting right, please scan
the QR code again. You will be required to enter “Voting Rights Exercise Code” and“Password” as indicated in the Voting Rights Exercise Form.
(QR Code is the registered trademark of DENSO WAVE INCORPORATED.)-3-3. Handling of the exercise of voting rights(1) If you exercised your voting rights both via the Internet and in writing, etc., the voting rights
exercised via the Internet, etc. shall be treated as the valid vote. Furthermore, if you exercised
your voting rights multiple times via the Internet, etc., the voting rights exercised last shall betreated as the valid vote.
(2) Communication charges to Internet service providers and telecommunication carriers(Internet connection charges, etc.) incurred for accessing the voting rights exercise website
shall be borne by the shareholder.
4. Handling of the password and Voting Rights Exercise Code(1) The password is a means to verify the identity of the person exercising voting rights as ashareholder. Please keep the password in a safe place in the same manner as seals and personal
identification numbers.
(2) If you enter an incorrect password more than a certain number of times, the password will berendered unusable. If you would like a new password to be issued, please follow the
instructions on the screen.
(3) The Voting Rights Exercise Code indicated in the Voting Rights Exercise Form is valid only
for this General Meeting of Shareholders.
5. Inquiries about operation of computers, etc.
(1) If you have any questions about operation of computers, etc., relating to the exercise of voting
rights on the website, please contact the following:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support Hotline
Telephone: 0120 (652) 031 (Business Hours: from 9:00 a.m. to 9:00 p.m. Japan time)(2) For other inquiries, please contact the following:(i) Shareholders who have securities accounts with securities firms
Please contact the securities firm with which you have your securities account.
(ii) Shareholders who do not have accounts with securities firms (shareholders who havespecial accounts)
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Department
Telephone: 0120 (782) 031 (Business Hours: from 9:00 a.m. to 5:00 p.m. Japan time,
excluding Saturday, Sunday and holidays)<Electronic Voting System Platform>
Institutional Investors may exercise their voting rights for this General Meeting of Shareholders via
electronic method through the “Electronic Voting System Platform” operated by ICJ, Inc.

-4-

▌Information on Live Stream
We plan to provide a live stream of this General Meeting of Shareholders via the Internet only toshareholders.
1. Date and time of the live stream

Tuesday, June 27, 2023 from 10:00 a.m. Japan time until the close of the General Meeting of
Shareholders(The live stream website is scheduled to open around 9:30 a.m., 30 minutes before the start of themeeting)
2. How to watch the live stream

Please access to the following URL or QR code using a personal computer or smartphone and enter
the ID and password to watch the live stream.
(If exercising your voting rights in writing, please write down and keep the shareholder number
before mailing your Voting Rights Exercise Form.)
URL
https://1949.ksoukai.jp
ID
Shareholder number (nine digit shareholder number written on the Voting
Rights Exercise Form)
Password

Zip code (seven digit zip code of the shareholder’s registered address)*Write the zip code without a hyphen

3. Reminder concerning watching the live stream(i)

Since you may not participate in the resolution on the day of the General Meeting of
Shareholders, you are requested to exercise your voting rights in advance via the Internet, etc.
or in writing.
(ii) Questions and opinions will not be accepted on the day of the General Meeting of Shareholders.
(iii) You will not be deemed to have attended this General Meeting of Shareholders.
(iv) In some cases, you may not be able to watch the live stream depending on the condition of yourpersonal computer, smartphone, Internet connection and line, among other things.
(v) Any fees charged for watching the live stream are to be borne by the shareholders.
(vi) Please refrain from filming, visual recording, sound recording, saving and disclosing the live
stream.
(vii) The provision of the ID and password to a third party is strictly prohibited.
(viii) Taking into consideration the privacy of shareholders attending the meeting, the live stream willshow only the areas near the seat of the chairman and the directors.
(ix) Streaming may be discontinued if the Company judges that such discontinuation is unavoidable.
4. Inquiries
(i)


(ii)


About shareholder number and password
Sumitomo Mitsui Trust Bank, Limited
Virtual General Shareholders Meeting Support Hotline
Telephone: 0120 (782) 041 (Business Hours: from 9:00 a.m. to 5 p.m., Japan time,
excluding Saturday, Sunday and holidays)
About watching the live stream
V-cube, Inc.
Telephone: 03- 6833-6222 (Business Hours: Tuesday, June 27, from 9:00 a.m. until closeof the General Meeting of Shareholders)-5-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows:
1. Matters concerning year-end dividends
The Company considers the distribution of profit to shareholders to be one of the principal
responsibilities of management and makes it a basic policy to distribute stable dividends wellbalanced with internal reserves taking into consideration business results and future businessdevelopment.
In regard to the year-end dividends for the fiscal year ended March 31, 2023, the business results
for the fiscal year under review exceeded projections. Accordingly, in an effort to reward each of
our shareholders for their support, dividends of ¥51 per share are proposed.
Moreover, because interim dividends of ¥43 per share have been paid, making the annual
dividends for the fiscal year ¥94 per share, an increase of ¥8 over the previous fiscal year.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥51 per share of common stock of the Company
Total amount of dividends¥1,805,695,545(3) Effective date of dividends from surplus
June 28, 2023
2. Other matters relating to appropriation of surplus
In order to strengthen our business foundation, the following appropriation of surplus is proposed.
(1) Item and amount of surplus to be increased
General reserve¥5,000,000,000(2) Item and amount of surplus to be decreased
Retained earnings brought forward ¥5,000,000,000-6-Proposal 2: Election of Nine (9) Directors
The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, in order to strengthen the Company’s management system, the election ofnine (9) Directors is proposed.
The candidates for Director are as follows, and the career summary of each candidate and reasons fornominating the candidate as Director, etc. are as stated on the following pages:

No.

Name

Current position in the Company

Attendance at
the Board of
Directors
meetings(FY2022)1

Masao Sakazaki

Reappointed

Representative Director
Chairman of the Board of Directors(13/13)2

Makoto Tani

Reappointed

Representative Director
President(13/13)

3

Tadashi Honda

Reppointed

Director
Managing Executive Officer(10/10)4

Tetsunari Shimada

Reappointed

Director
Managing Executive Officer(13/13)5

Kenichi Shimada

Newly Appointed

6

Hideyuki Takahashi

Reappointed
Outside Director Outside Director
Independent Director(13/13)

7

Ryoko Shimizu

Reappointed
Outside Director Outside Director
Independent Director(13/13)

8

Rikiya Hattori

Reappointed
Outside Director Outside Director
Independent Director(13/13)9

Hirofumi Yasuhara

Executive Officer

Newly Appointed
Outside Director ―Independent Director――(Note) Candidate Mr. Tadashi Honda assumed office as Director on June 23, 2022, and the number of Board of Directors meetings held sincethat date is 10.

-7-

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1976
June 1999
January 2001

1

2

Joined Sumitomo Electric Industries, Ltd.
General Manager, Osaka Works
General Manager, Human Resources Department, theCompany
Masao Sakazaki
June 2005
Executive Officer and General Manager, Human
Resources Department
Managing Executive Officer(October 16, 1952) June 2007
June 2008
Director and Managing Executive Officer
June 2015
Director and Senior Managing Executive Officer[Reappointed]
June 2016
Representative Director and President
June 2021
Representative Director and Chairman of the Board of
Directors(up to present)[Reasons for nominating the candidate as Director]
As Chairman of the Board of Directors, Mr. Masao Sakazaki has supervised management andmade important decisions appropriately, while striving to strengthen governance and achieving
sustainable development of the Group. He has worked to promote initiatives under the mediumterm management plan “VISION 24”. Based on such achievements, he has been judged to bewell suited to improving the Company’s enterprise value on a continual basis and strengthening
the decision-making and supervisory functions of the Board of Directors, and has therefore been
renominated as Director of the Company.
April 1980
Joined Sumitomo Electric Industries, Ltd.
April 2004
General Manager, Accounting and Finance Department
June 2008
Executive Officer and General Manager, Accounting and
Finance Department
Makoto Tani
June 2011
Executive Officer and President, Sumitomo Electric
Wiring Systems, Inc.
May 28, 1957
June 2014
Managing Director
June 2017
Representative Director and Senior Managing Director[Reappointed]
June 2019
Representative Director and Vice President Executive
Officer, the Company
June 2021
Representative Director and President(up to present)[Reasons for nominating the candidate as Director]
As President, Mr. Makoto Tani has supervised management and made important decisions
appropriately, while striving to strengthen governance and revenue base of the Group. He has
worked to promote various initiatives related to the medium-term management plan “VISION24”. Based on such achievements, he has been judged to be well suited to improving theCompany’s enterprise value on a continual basis and achieving the targets of the medium-term
management plan “VISION 24”, and has therefore been renominated as Director of theCompany.

Number ofshares of theCompany held

-8-

41,90014,100No.

Name(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1983
June 2013

3

4

Joined the Company
Executive Officer, General Manager, Construction
Division, Eastern Headquarters, Facility Management
Headquarters, and General Manager, Tokyo Branch
Office, Eastern Headquarters, Facility Management
Headquarters
November 2015 Executive Officer
President, THAI SEMCON CO., LTD.
Tadashi Honda
June 2019
Managing Executive Officer, Deputy General Manager,
Facility Management Headquarters, and General(June 15, 1960)
Manager, Western Headquarters, Facility Management
Headquarters, the Company[Reappointed]
June 2021
Managing Executive Officer, General Manager, Facility
Management Headquarters, and General Manager,
Western Headquarters, Facility Management
Headquarters
June 2022
Director, Managing Executive Officer, General Manager,
Facility Management Headquarters, in charge ofPurchasing Division and Mechanical Equipment
Division(up to present)[Reasons for nominating the candidate as Director]
As Director, Mr. Tadashi Honda has supervised management and made important decisions
appropriately, and as Managing Executive Officer, he has assumed the position of General
Manager of Facility Management Headquarters. He has made efforts to expand business,enhanced cooperation within and outside the Group in the general electrical works divisions,
including electrical contracting facilities works for buildings in Japan and overseas, factories,
etc., renewable energy, and environment-related works, and endeavored to reinforce corporate
structure for improving profitability. He has worked to promote initiatives related to said generalelectrical works divisions under the medium-term management plan “VISION 24”. Based onsuch achievements, he has been judged to be well suited to improving the Company’s enterprisevalue on a continual basis and has therefore been renominated as Director of the Company.
April 1985
Joined Sumitomo Electric Industries, Ltd.
January 2010 General Manager, Itami Works
July 2012
General Manager, Human Resources Development
Department
October 2015 General Manager, General Affairs Department and
Deputy General Manager, Human Resources
Tetsunari Shimada
Department, the Company
June 2016
Executive Officer, General Manager, General Affairs(December 29, 1962)
Department and General Manager, Human Resources
Department[Reappointed]
June 2019
Director and Managing Executive Officer
June 2022
Director, Managing Executive Officer, and in charge ofHead Office Divisions (General Affairs, Tokyo General
Affairs, Human Resources, Human Resources
Development, Internal Audit, Insurance), and companywide compliance(up to present)[Reasons for nominating the candidate as Director]
As Director, Mr. Tetsunari Shimada has supervised management and made important
decisions appropriately, and been in charge of Head Office Divisions as Managing Executive
Officer. He has worked to promote initiatives at each department of the Head Office Divisions
including the securement and development of human resources and work style reforms underthe medium-term management plan “VISION 24”. Based on such achievements, he has been
judged to be well suited to improving the Company’s enterprise value on a continual basis andhas therefore been renominated as Director of the Company.

Number ofshares of theCompany held

-9-

10,600

8,600

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1988
June 2010

5

6

Joined Sumitomo Electric Industries, Ltd.
General Manager, Operations Division, Industrial
Materials Business Unit
June 2012
General Manager, Operations Division, Advanced
Materials Business Unit
Kenichi Shimada
March 2014
President, Sumitomo Electric Management (Shanghai)Co., Ltd.
(October 12, 1964) April 2018
General Manager, Finance Division, Sumitomo
Electric Industries, Ltd.
[Newly Appointed] October 2021
Deputy General Manager, Corporate Planning
Department, the Company
June 2022
Executive Officer, General Manager, Corporate
Planning Department, and in charge of Finance &Accounting Department(up to present)[Reasons for nominating the candidate as Director]
As Executive Officer, Mr. Kenichi Shimada has assumed the position of General Manager ofCorporate Planning Department and in charge of Finance & Accounting Department. He has
worked to promote initiatives related to the medium-term management plan “VISION 24”,accounting, finance and IR. Based on such achievements, he has been judged to be well suited
to improving the Company’s enterprise value on a continual basis and has therefore been newly
nominated as Director of the Company.
April 1981
Joined the Bank of Japan
July 2003
Associate Director-General, Secretariat of the Policy
Board
February
2005
General Manager, Niigata Branch
Hideyuki Takahashi
July 2008
Associate Director-General, Institute for Monetaryand Economic Studies(October 19, 1956)
May 2009
General Manager, Kobe Branch
November
2010
Senior Managing Director, Osaka Bankers Association[Reappointed][Outside Director] June 2020
Outside Director, the Company(up to present)[Independent
Director]
August 2021
Secretary-General, Japan Joint Securities Foundation(up to present)<Significant concurrent position>
Secretary-General, Japan Joint Securities Foundation[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Hideyuki Takahashi is well versed in finance and economics through his experience in
the Bank of Japan and the Osaka Bankers Association, and also has insight into regional
economies and corporate management. In the expectation that he may use this high degree of
specialization and broad knowledge to supervise management from an independent standpoint,and contribute to strengthening internal controls and improving the enterprise value of theCompany on a continual basis, he has therefore been renominated as Outside Director of theCompany. Although he has never been involved in corporate management other than as an
outside officer, the Company judges that he will appropriately execute his duties as Outside
Director for the reasons above. Furthermore, his term of office as Outside Director of theCompany will have been three (3) years at the conclusion of this General Meeting.

Number ofshares of theCompany held

- 10 -

2,100

0

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1982
April 1989
August 1992
January 2004

7

Joined Tokyo branch of Citibank, N.A.
Joined Chuo Shinko Audit Corporation
Registered as Certified Public Accountant
Japanese representative memberof International Public Sector Accounting Standards
Board, International Federation of Accountants
April 2007
Fulltime Professor of School of Accountancy, Kansai
Ryoko Shimizu
University
June 2019
Outside Audit & Supervisory Board Member, SEKISUICHEMICAL CO., LTD.
(September 7, 1958)(up to present)
April 2020
Fulltime Professor of School of Accountancy and[Reappointed]
Faculty of Business and Commerce, Kansai University[Outside Director](up to present)[Independent
June 2020
Outside Director, the Company
Director](up to present)<Significant concurrent positions>Certified Public Accountant
Fulltime Professor of School of Accountancy and Faculty of Business andCommerce, Kansai University
Outside Audit & Supervisory Board Member, SEKISUI CHEMICAL
CO., LTD.

Number ofshares of theCompany held

[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Ms. Ryoko Shimizu has extensive experience in auditing in an audit firm, and insight into
corporate accounting as a certified public accountant and a professor in a graduate school ofaccountancy and faculty of business and commerce. In the expectation that she may use her highdegree of specialization and broad knowledge to supervise management from an independent
standpoint, and contribute to strengthening internal controls and improving the enterprise valueof the Company on a continual basis, she has therefore been renominated as Outside Director of
the Company. Although she has never been involved in corporate management other than as an
outside officer, the Company judges that she will appropriately execute her duties as Outside
Director, for the reasons above. Furthermore, her term of office as Outside Director of theCompany will have been three (3) years at the conclusion of this General Meeting.

- 11 -

0

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1978

8

Joined The Sumitomo Trust and Banking Co., Ltd.
(currently Sumitomo Mitsui Trust Bank, Limited)
April 2011
Director, Senior Managing Executive Officer
April 2013
Deputy President Executive Officer, Sumitomo Mitsui
Trust Holdings, Inc., Deputy President (Representative
Director), Sumitomo Mitsui Trust Bank, Limited
June 2015
Deputy President (Representative Director), Sumitomo
Mitsui Trust Holdings, Inc.
April 2017
Director, Sumitomo Mitsui Trust Holdings, Inc.
Deputy Chairman, Sumitomo Mitsui Trust Bank,
Rikiya Hattori
LimitedApril 2018
Executive Advisor, Sumitomo Mitsui Trust Bank,
Limited(February 3, 1954)
Chairman, Sumitomo Mitsui Trust Panasonic FinanceCo., Ltd.
[Reappointed]
June 2018
Outside Audit & Supervisory Board Member, the[Outside Director]
Company[Independent
June 2020
Outside Director, THE SHIGA BANK, LTD.
Director](up to present)
June 2021
Reiwa Accounting Holdings Co., Ltd.
Full-time Audit & Supervisory Board Member(up to present)
Outside Director, the Company(up to present)<Significant concurrent positions>
Outside Director, THE SHIGA BANK, LTD.
Full-time Audit & Supervisory Board Member, Reiwa Accounting
Holdings Co., Ltd.
[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Rikiya Hattori has extensive experience and broad insight nurtured through managementin the financial institutions. In the expectation that he may use such achievements and broad
knowledge to supervise management from an independent standpoint, and contribute tostrengthening internal controls and improving the enterprise value of the Company on acontinual basis, he has therefore been renominated as Outside Director of the Company.
Furthermore, his term of office as Outside Director of the Company will have been two (2) years
at the conclusion of this General Meeting.

Number ofshares of theCompany held

- 12 -0Name(Date of Birth)

No.

Career summary, positions, responsibilities and significant concurrent positions

Number ofshares of theCompany held

April 1979

9

Joined Matsushita Electric Industrial Co., Ltd.
(currently Panasonic Holdings Corporation)
September 1996 Director and CFO, Matsushita Battery Industrial
Corporation of America(currently Panasonic Energy Corporation of America)
June 2008
Director, PanaHome Corporation(currently Panasonic Homes Co., Ltd.)
Hirofumi Yasuhara
June 2012
Representative Director
June 2015
Senior Audit & Supervisory Board Member, Panasonic(August 28, 1956)
Corporation(currently Panasonic Holdings Corporation)[Newly Appointed]
June 2019
Outside Auditor, Santen Pharmaceutical Co, Ltd.
[Outside Director](up to present)[Independent
March 2020
Outside Auditor, Sumitomo Rubber Industries, Ltd.
Director](up to present)
June 2020
Outside Corporate Auditor, Hitachi Zosen Corporation(up to present)<Significant concurrent positions>
Outside Auditor, Sumitomo Rubber Industries, Ltd.
Outside Auditor, Santen Pharmaceutical Co, Ltd.
Outside Corporate Auditor, Hitachi Zosen Corporation[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Hirofumi Yasuhara has extensive experience and broad insight nurtured throughmanagement in business enterprises. In the expectation that he may use such achievements andbroad knowledge to supervise management from an independent standpoint, and contribute tostrengthening internal controls and improving the enterprise value of the Company on acontinual basis, he has therefore been newly nominated as Outside Director of the Company.
(Notes)1. There are no special interests between each of the candidates and the Company.
2. Candidates Mr. Hideyuki Takahashi, Ms. Ryoko Shimizu, Mr. Rikiya Hattori, and Mr. Hirofumi Yasuhara have satisfied the requirements for
Outside Directors.
Further, Mr. Hideyuki Takahashi, Ms. Ryoko Shimizu, and Mr. Rikiya Hattori are designated as Independent Directors as prescribed by Tokyo
Stock Exchange, Inc. Subject to their reelection, the Company intends to appoint them to continue as Independent Directors.
In addition, subject to the election of Candidate Mr. Hirofumi Yasuhara, the Company intends to register him as an Independent Director asprescribed by Tokyo Stock Exchange, Inc.
3. The reason for nominating each of the candidates is shown at the bottom of each candidate’s brief personal history.
4. Candidate Mr. Makoto Tani served as Executive Officer of Sumitomo Electric Industries, Ltd., a parent company of the Company from June2008 to June 2014, where he executed duties as General Manager of Accounting and Finance Department and as President of Sumitomo Electric
Wiring Systems, Inc., a subsidiary company of said Company. In addition, he served as Managing Director of Sumitomo Electric Industries, Ltd.
from June 2014 to June 2017, and as Representative Director and Senior Managing Director from June 2017 to June 2019.
5. Candidate Mr. Tetsunari Shimada executed duties as General Manager of Human Resources Development Department from July 2012 to
September 2015 at Sumitomo Electric Industries, Ltd., a parent company of the Company.
6. Candidate Mr. Kenichi Shimada executed duties as Manager of Operations Division, Advanced Materials Business Unit from June 2012 at
Sumitomo Electric Industries, Ltd., a parent company of the Company, and as General Manager of Sumitomo Electric Management (Shanghai)Co., Ltd., a subsidiary company of said Company, from March 2014. In addition, he executed duties as Manager of Finance Division of
Sumitomo Electric Industries, Ltd. from April 2018 to October 2021.
7. Candidate Mr. Rikiya Hattori served as Deputy President (Representative Director) of Sumitomo Mitsui Trust Bank, Limited, a main financial
institution (specified related business operator) of the Company, from April 2013 to March 2017, as Deputy Chairman from April 2017 to March
2018, and as Executive Advisor from April 2018 to March 2020.
8. Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Hideyuki Takahashi, Ms. Ryoko
Shimizu, and Mr. Rikiya Hattori to limit their liability under Article 423, Paragraph 1 of said Act. Subject to their reelection, the Company
intends to continue the above liability limitation agreement with each of them. The corresponding limitation of liability based on said agreement
will limit liability to the lowest extent pursuant to the law.
In addition, subject to the election of Candidate Mr. Hirofumi Yasuhara, the Company intends to enter into an agreement with him to limit his
liability under Article 423, Paragraph 1 of the Companies Act based on Article 427, Paragraph 1 of said Act. The corresponding limitation of
liability based on said agreement will limit liability to the lowest extent pursuant to the law.
9. The Company has entered into a directors and officers liability insurance agreement with an insurance company, as stipulated in Article 430-3,
Paragraph 1 of the Companies Act, to insure its Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance
agreement will cover damages that may arise due to the insureds assuming liability for their execution of duties, or receiving a claim for the
pursuit of such liability, and the insurance premiums are fully borne by the Company. However, the insurance agreement does not cover damages- 13 -

0claimed arising from intent or gross negligence. If the candidates assume office as Director, each of them will become insured under said
insurance agreement. Furthermore, the Company intends to renew the insurance agreement with the same terms and conditions at the next
renewal.

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Proposal 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Mr. Osamu Ogura will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board Member is proposed. The
Company has already obtained approval from the Audit & Supervisory Board with respect to this
proposal.
The candidate for Audit & Supervisory Board Member is as follows:

Name(Date of Birth)

Career summary and positions

Joined the Company
Executive Officer, Deputy General Manager, ElectricalPower Division, General Manager, Eastern UndergroundLine Department, Electrical Power Division
Wataru Matsushita June 2013
Executive Officer, General Manager, Electrical Power
Division
June 2016
Director, Managing Executive Officer(July 12, 1958)
June 2020
Senior Managing Executive Officer, General Manager,
Electrical Power Headquarters[Newly Appointed]
June 2022
Senior Managing Executive Officer, General Manager,
Engineering Headquarters, in charge of Safety & Quality
Management Department and Information Systems
Department(up to present)[Reasons for nominating the candidate as Audit & Supervisory Board Member]
Mr. Wataru Matsushita has extensive business experience in electrical power construction
divisions. He has been in charge of electrical power construction divisions as Director andManaging Executive Officer since June 2016 and as Senior Managing Executive Officer sinceJune 2020, and has made efforts to expand business and endeavored to reinforce corporate
structure for improving profitability. In the expectation that he may use such experience tocontribute to the improvement of management soundness and transparency through theCompany’s audit operations from a fair and objective standpoint, he has therefore been newly
nominated as Audit & Supervisory Board Member.

Number ofshares of theCompany held

April 1982
June 2012

9,400(Notes)1. There are no special interests between the candidate and the Company.
2. The reason for nominating the candidate is shown at the bottom of the candidate’s brief personal history.
3. The Company has entered into a directors and officers liability insurance agreement with an insurance company, as stipulated in Article 430-3,
Paragraph 1 of the Companies Act, to insure its Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance
agreement will cover damages that may arise due to the insureds assuming liability for their execution of duties, or receiving a claim for the
pursuit of such liability, and the insurance premiums are fully borne by the Company. However, the insurance agreement does not coverdamages claimed arising from intent or gross negligence. If the candidate assumes office as Audit & Supervisory Board Member, he will
become insured under said insurance agreement. Furthermore, the Company intends to renew the insurance agreement with the same terms andconditions at the next renewal.

- 15 -

[Reference]
Nomination policy on candidates for Directors and Audit & Supervisory Board Members(i)

Inside directors will be individuals who have extensive experience and excellent performance records inconnection with our business; who have sound objective judgment concerning management in light of thechanging environment surrounding the Company and future changes; and who have superior character, foresightand insight.

(ii) Outside directors will be individuals with experience in company management, experts of respective fields oracademic experts who would be suitable for supervising the Company's management from the viewpoint of
encouraging sustainable growth and striving to increase corporate value over the mid-to-long term.
(iii) Audit & Supervisory Board Members will be individuals with experience in company management andindividuals with expertise in legal affairs, finance or accounting.
(iv) For submission of the proposal on election of Directors and Audit & Supervisory Board Members to the General
Meeting of Shareholders, Nominating Advisory Committee will deliberate the candidates for Directors andAudit & Supervisory Board Members and the Board of Directors will decide on the candidates by a resolution
based on the report of the Committee.
Composition of Directors and Audit & Supervisory Board Members after the conclusion of this General
Meeting of Shareholders (planned)

The Company posts personnel across the Board of Directors in a well-balanced manner and appoints anappropriate number of Directors in order to fulfill the functions of the Board of Directors as a whole, byappointing personnel who are familiar with important fields in the decision-making process of corporate
strategies, such as finance and accounting, legal affairs and compliance, human resources and human resources
development; personnel with abundant knowledge and experience in various business fields, such asengineering and development; personnel with abundant experience in corporate management, abundantinternationality and global perspective; personnel with insight into other industries; and personnel withindependence contributing to enhancement of corporate value in a bird’s-eye-view position. The number ofIndependent Outside Directors shall be at least one-third of the Board of Directors.
Based on this view, the Company has established the items required of Directors and Audit & Supervisory
Board Members who are responsible for the management of the Company, and the area of expertise andexperience of each Director and Audit & Supervisory Board Member are listed below as a matrix.
Please note that the matrix does not represent all the expertise and experience possessed by each Director and
Audit & Supervisory Board Member.

- 16 -

Area of expertise and experience
Name

PositionIndependence

Masao
Sakazaki

Representative
Director
Chairman of
the Board of
Directors●

MakotoTani

Representative
Director
President●

Corporate
management

Finance,accounting

Legalaffairs,
compliance

Human
resources,human
resourcesdevelopment

●

●

●

Internationality,
globalperspective

Engineering,
technologicaldevelopment●

Insight intootherindustries●

Director

Tadashi
Honda

SeniorManaging
Executive
Officer●●●

Tetsunari
ShimadaDirector
Managing
Executive
Officer●

KenichiShimadaDirector
Managing
Executive
Officer●

Hideyuki
Takahashi

OutsideDirector

●

●

Ryoko
Shimizu

OutsideDirector

●

●

●

●

RikiyaHattori

OutsideDirector

●

●

●

●

●

Hirofumi
Yasuhara

OutsideDirector

●

●

●

●

●

WataruMatsushita

Full-time
Audit &
Supervisory
Board
Member●Kazuhiko
Uchiike

Full-time
Audit &
Supervisory
Board
Member●YasuakiTarutani

Outside Audit& Supervisory
Board
Member

●

●

Yoko
Koga

Outside Audit& Supervisory
Board
Member●●TakumaUsui

Outside Audit& Supervisory
Board
Member

●

●
●

●
●
●

●

●

●
●
●
●

- 17 -●

Matters Concerning Cross-Shareholdings(1) Policy for holding cross-shareholdings
The Company holds shares that are necessary for policy purposes mainly to build and strengthen long-termand stable relationships with corporate clients, etc., from the viewpoint of whether they contribute to the midto-long term improvement of corporate value. The Company considers the appropriateness of holding theseshares at the Board of Directors each fiscal year, by comprehensively taking into account economic rationale
and future prospects, including whether the benefits and risks associated with holding each individual issue arecommensurate with the cost of capital.
Based on the results of above consideration, the Company shall reduce, in a timely and appropriate manner,investment shares that are no longer suitable for the purpose of holding or that no longer contribute to the midto-long term corporate value.
(2) Status of cross-shareholdings
97th fiscal year 98th fiscal year
FY2021
FY2022
Listed23
21
Number of issues (brands)
Unlisted
25
23
Total
48
44
18,864
17,592
ListedTotal amount on the balance sheet (million yen)
662
662
Unlisted
19,526
18,254Total
Net assets (million yen)
93,385
99,618
Ratio of listed shares to net assets
20.2%
17.7%
Ratio of shares to net assets
20.9%
18.3%
In FY2022, the Company progressed with the reduction in accordance with the policy described above and soldfour issues for 500 million yen (Note).
(Note) This includes issues in which a portion of holdings were sold.

- 18 -