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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1949)
June 1, 2022
To Shareholders with Voting Rights:
Makoto Tani
President
Sumitomo Densetsu Co., Ltd.
2-1-4 Awaza, Nishi-ku, Osaka

NOTICE OF THE 97TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 97th Annual General Meeting of Shareholders of Sumitomo Densetsu Co., Ltd. (the “Company”) will
be held for the purposes as described below.
You can exercise your voting rights either in writing or via electronic method (the Internet, etc.) asalternative methods to attending the meeting in person. Please review the Reference Documents for the
General Meeting of Shareholders contained herein, and exercise your voting rights no later than 5:30 p.m.
Japan time on Wednesday, June 22, 2022, in accordance with “Information for Exercising Your Voting Rights”
on pages 3 and 4.
1. Date and Time:Thursday, June 23, 2022 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 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 97th fiscal year (from
April 1, 2021 to March 31, 2022)
2. The Non-consolidated Financial Statements for the 97th fiscal year (from
April 1, 2021 to March 31, 2022)-1-

Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of seven (7) Directors
Proposal 4:
Election of two (2) Audit & Supervisory Board Members

4. Disclosure through the Internet:
The following matters are not included in the documents attached with this Notice since the Company
discloses such information on the Company website (https://www.sem.co.jp/) in accordance with laws andregulations as well as Article 15 of the Articles of Incorporation of the Company:(1) Notes to the Consolidated Financial Statements(2) Notes to 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.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
〰〰〰〰〰

► Please note that should any revision be required to the documents attached with this notice of convocation,
including the reference documents for the general meeting of shareholders up until the day before this
General Meeting of Shareholders, the information will be posted on the Company website
https://www.sem.co.jp/.

-2-▌Information for Exercising Your Voting Rights
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 theshareholder’s Voting Rights Exercise Form together with a document proving the proxy’s authority to act onbehalf of the shareholder. Furthermore, the Company 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.
For shareholders who do not attend the meeting
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 Wednesday June 22, 2022, Japan time.
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 on pages 3 and 4 and indicate your vote for or against
the proposals by 5:30 p.m. on Wednesday, June 22, 2022, Japan time.

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 voting rights
exercise website designated by 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” asindicated in the said Voting Rights Exercise Form, you can exercise the voting rights fromvoting rights exercise website for smartphone that do 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 in writing and via the Internet, 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. or using a computer andsmartphone, the voting rights exercised last shall be treated 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 andpersonal identification numbers.
(2) If you enter an incorrect password more than a certain number of times, the password will
be rendered 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:
1) Shareholders who have securities accounts with securities firms
Please contact the securities firm with which you have your securities account.
2) 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-

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, 2022, the businessresults for the fiscal year under review exceeded projections. Accordingly, in an effort to reward
each of our shareholders for their support, dividends of ¥49 per share are proposed.
Moreover, because interim dividends of ¥37 per share have been paid, making the annual
dividends for the fiscal year ¥86 per share, an increase of ¥12 over the previous fiscal year.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥49 per share of common stock of the Company
Total amount of dividends¥1,734,467,994(3) Effective date of dividends from surplus
June 24, 2022
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¥4,000,000,000(2) Item and amount of surplus to be decreased
Retained earnings brought forward ¥4,000,000,000-5-Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) It is proposed to amend Article 9 of the current Articles of Incorporation to introduce a system ofpurchasing fractional shares, with the aim of improving the convenience of buying and selling of sharesfor shareholders who hold fractional unit shares. (Proposed amendments to Article 9, Paragraph 1(4) andParagraph 2)(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended asfollows:(i) The proposed Article 15, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(ii) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
(iii) The provisions related to the internet disclosure and deemed provision of the referencematerials for the general meeting of shareholders, etc. (Article 15 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
(iv) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows:
Current Articles of Incorporation(Rights Relating to Shareholdings of Less than
One Share Unit)
Article 9 The Company’s shareholders shall not
exercise rights other than the following withrespect to fractional share units.
(1) through (3)(Text omitted)(Amended parts are underlined.)
Proposed Amendments(Rights Relating to Shareholdings of Less than
One Share Unit)
Article 9 (Unchanged)(1) through (3)(Unchanged)(Newly established)(4) Rights of demand provided in the following
paragraph(Newly established)

2. A shareholder of the Company may request
the Company to sell to the shareholder such
number of shares which will, whencombined with the fractional unit sharesalready held by such shareholder, constituteone (1) full unit of shares pursuant to the
Share Handling Regulations.

-6-Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, etc.)
Article 15 The Company may, whenconvening a general meeting ofshareholders, deem that it has provided
information to shareholders pertaining tomatters to be described or indicated in thereference materials for the general meetingof shareholders, business report,
non-consolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with the Ordinance ofthe Ministry of Justice.

Proposed Amendments(Deleted)(Measures for Electronic Provision, etc.)(Newly established)

Article 15 The Company shall, whenconvening a general meeting ofshareholders, provide information
contained in the reference materials forthe general meeting of shareholders, etc.
electronically.
2.
Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to shareholders who have requested
it by the record date for voting rights.
Supplementary Provisions(Newly established)

1.

2.

3.

The deletion of Article 15 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, etc.) of the
Articles of Incorporation before
amendment and the Article 15 (Measuresfor Electronic Provision, etc.) of the
Articles of Incorporation after
amendment shall come into effect on
September 1, 2022.
Notwithstanding the provisions of thepreceding paragraph, Article 15 of the
Articles of Incorporation before
amendment shall remain in force withrespect to a general meeting ofshareholders to be held on a date on or
before February 28, 2023.
These supplementary provisions shall bedeleted on March 1, 2023 or after thelapse of three (3) months from the date of
the general meeting of shareholders set
forth in the preceding paragraph,
whichever is later.

-7-

Proposal 3: Election of seven (7) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of seven (7) 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(FY2021)1

Masao Sakazaki

Reappointed

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

Makoto Tani

Reappointed

Representative Director
President(13/13)3

Tetsunari Shimada

Reappointed

Director
Managing Executive Officer(13/13)

4

Tadashi Honda

Newly Appointed

Managing Executive Officer―

5

Hideyuki Takahashi

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

6

Ryoko Shimizu

Reappointed
Outside Director Outside Director
Independent Director(12/13)

7

Rikiya Hattori

Reappointed
Outside Director Outside Director
Independent Director(10/10)(Notes)
1. Candidate Mr. Rikiya Hattori assumed office as Outside Director on June 24, 2021, and the number of Board of Directors meetings held
since that date is 10.
2. Candidate Mr. Rikiya Hattori, until he assumed office as Outside Director on June 24, 2021, attended all three meetings of the Board of
Directors held until said date as an Outside Audit & Supervisory Board Member.

-8-

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
and made important decisions appropriately, while striving to strengthen governance andachieving sustainable development of the Group. He has worked to promote initiatives 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 andstrengthening the decision-making and supervisory functions of the Board of Directors, andhas 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

-9-39,10012,700No.

Name(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1985
January 2010
July 2012

3

4

Joined Sumitomo Electric Industries, Ltd.
General Manager, Itami Works
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
June 2019
Director and Managing Executive Officer[Reappointed]
April 2021
Director, Managing Executive Officer, and in charge ofHead Office Divisions (General Affairs, Tokyo General
Affairs, Human Resources, Human Resources
Development, Information Systems, Internal Audit,
Insurance, Healthcare Management)(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.
April 1983
Joined the Company
June 2013
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
Manager, Western Headquarters, Facility Management(June 15, 1960)
Headquarters, the Company
Managing Executive Officer, General Manager, Facility[Newly Appointed] June 2021
Management Headquarters, and General Manager,
Western Headquarters, Facility Management
Headquarters
April 2022
Managing Executive Officer, General Manager, Facility
Management Headquarters, General Manager, Western
Headquarters, Facility Management Headquarters, and in
charge of Purchasing Division(up to present)[Reasons for nominating the candidate as Director]
As Managing Executive Officer, Mr. Tadashi Honda 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
general electrical works divisions under the medium-term management plan “VISION 24”.
Based on such achievements, he has been judged to be well suited to improving theCompany’s enterprise value on a continual basis and has therefore been newly nominated as
Director of the Company.

Number ofshares of theCompany held

- 10 -

7,100

10,400No.

Name(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1981
July 2003

5

6

Joined the Bank of Japan
Associate Director-General, Secretariat of the Policy
Board
Hideyuki Takahashi February 2005 General Manager, Niigata Branch
July 2008
Associate Director-General, Institute for Monetary andEconomic Studies(October 19, 1956)
May 2009
General Manager, Kobe Branch
November 2010 Senior Managing Director, Osaka Bankers Association[Reappointed]
Outside Director, the Company[Outside Director] June 2020
(up to present)[Independent
August 2021
Secretary-General, Japan Joint Securities Foundation
Director](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 two (2) years at the conclusion of this General Meeting.
April 1982
Joined Tokyo branch of Citibank, N.A.
April 1989
Joined Chuo Shinko Audit Corporation
August 1992
Registered as Certified Public Accountant
January 2004
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, SEKISUI(September 7, 1958)
CHEMICAL CO., LTD.
(up to present)[Reappointed]
April 2020
Fulltime Professor of School of Accountancy and[Outside Director]
Faculty of Business and Commerce, Kansai University[Independent(up to present)
Director]
June 2020
Outside Director, the Company(up to present)<Significant concurrent positions>
Fulltime Professor of School of Accountancy and Faculty of Business andCommerce, Kansai University
Outside Audit & Supervisory Board Member, SEKISUI CHEMICAL
CO., LTD.
[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 herhigh degree of specialization and broad knowledge to supervise management from an
independent standpoint, and contribute to strengthening internal controls and improving theenterprise value of 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 officeas Outside Director of the Company will have been two (2) years at the conclusion of this
General Meeting

Number ofshares of theCompany held

- 11 -00Name(Date of Birth)

No.

Career summary, positions, responsibilities and significant concurrent positions

Number ofshares of theCompany held

April 1978

7

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]
Outside Audit & Supervisory Board Member, the[Outside Director] June 2018
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 throughmanagement in the financial institutions. In the expectation that he may use such achievements
and broad knowledge to supervise management from an independent standpoint, andcontribute 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. Furthermore, his term of office as Outside Director of the Company will have beenone (1) year at the conclusion of this General Meeting.

(Notes)1. There are no special interests between each of the candidates and the Company.
2.Candidates Mr. Hideyuki Takahashi, Ms. Ryoko Shimizu, and Mr. Rikiya Hattori 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.
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 the said Company. In addition, he served as Managing Director of Sumitomo ElectricIndustries, 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 Itami Works from January 2010 to July 2012 at Sumitomo ElectricIndustries, Ltd., a parent company of the Company and as General Manager of Human Resources Development Department from July 2012 to
September 2015.
6. Candidate Mr. Rikiya Hattori served as Director of The Sumitomo Trust and Banking Co., Ltd. (currently Sumitomo Mitsui Trust Bank,
Limited), a main financial institution (specified related business operator) of the Company, from June 2008 to March 2013, as Deputy
President (Representative Director) 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.
7. 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 the said Act. Subject to their reelection, theCompany 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.
8. 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- 12 -

0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 candidates assume office as Director, each of them will become insured under
the said insurance agreement. Furthermore, the Company intends to renew the insurance agreement with the same terms and conditions at thenext renewal.

- 13 -

Proposal 4: Election of two (2) Audit & Supervisory Board Members
Mr. Toru Noguchi will retire from office of Audit & Supervisory Board Member due to resignationand Mr. Narihito Maishi will retire from office of Audit & Supervisory Board Member due to the
expiration of his term of office at the conclusion of this General Meeting of Shareholders. Accordingly,
the election of two (2) Audit & Supervisory Board Members is proposed. The Company has alreadyobtained approval from the Audit & Supervisory Board with respect to this proposal.
The candidates for Audit & Supervisory Board Member are as follows:

No.

Name
(Date of Birth)

Career summary and positions

July 1990
June 2008
June 2013

1

2

Joined the Company
General Manager, Finance & Accounting Department
Executive Officer and General Manager, Finance &Accounting Department
Kazuhiko Uchiike June 2015
Full-time Audit & Supervisory Board Member
June 2017Managing Executive Officer, General Manager,
Corporate Planning Department, and General Manager,(July 25, 1959)
Finance & Accounting Department
Director and Managing Executive Officer[Newly Appointed] June 2019
June 2020
Director, Managing Executive Officer, General
Manager, Corporate Planning Department, and in chargeof Finance & Accounting Department andcompany-wide compliance(up to present)[Reasons for nominating the candidate as Audit & Supervisory Board Member]
Mr. Kazuhiko Uchiike has extensive business experience in accounting and finance, and has
been in charge mainly of the accounting and finance divisions as Director since June 2019. In
the expectation that he may use such experience to contribute to the improvement ofmanagement soundness and transparency through the Company’s audit operations from a fairand objective standpoint, he has therefore been newly nominated as Audit & Supervisory
Board Member.
Takuma Usui
October 2002 Registered as attorney-at-law (Dai-Ichi Tokyo Bar
Association)
Joined Tanabe & Partners(March 10, 1974)
April 2013
Partner, Tanabe & Partners(up to present)[Newly Appointed]<Significant concurrent positions>[Outside Audit &Supervisory Board Attorney-at-law
Partner, Tanabe & Partners
Member][Independent
Auditor]Number ofshares of theCompany held

7,800

[Reasons for nominating the candidate as Outside Audit & Supervisory Board Member]
Mr. Takuma Usui has a high degree of insight as an attorney-at-law and extensive
experience in corporate legal practices. In order that he may perform an audit from an
independent standpoint, and contribute to strengthening corporate governance of the Company,
he has therefore been newly nominated as Outside Audit & Supervisory Board Member.
Although he has never been involved in corporate management, the Company judges that hewill appropriately execute his duties as Outside Audit & Supervisory Board Member for thereasons above.
(Notes)1. There are no special interests between each of the candidates and the Company.
2. The candidate Mr.Takuma Usui has satisfied the requirements for Outside Audit & Supervisory Board Member. In addition, subject to hiselection, the Company intends to register him as an Independent Auditor as prescribed by Tokyo Stock Exchange, Inc.
3. The reasons for nominating the candidates are shown at the bottom of the candidates’ brief personal history.
4. Subject to the election of Mr. Takuma Usui, 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 the said Act. The corresponding limitation of liability based on said
agreement will limit liability to the lowest extent pursuant to the law.

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05. 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 candidates assume office as Audit & Supervisory Board Member, each ofthem will become insured under the said insurance agreement. Furthermore, the Company intends to renew the insurance agreement with thesame terms and conditions at the next renewal.

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[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,foresight and 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 theGeneral Meeting of Shareholders, Nominating Advisory Committee will deliberate the candidates for
Directors and Audit & Supervisory Board Members and the Board of Directors will decide on the candidates
by a resolution based on the report of the Committee.

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[Reference] Composition of Directors and Audit & Supervisory Board Members after the conclusion of this
General Meeting of Shareholders (planned)
Area of expertise and experience
Name

PositionIndependence

Corporate
management

Masao
Sakazaki

Representative
Director
Chairman of
the Board of
Directors●

MakotoTani

Representative
Director
President●

Tetsunari
ShimadaDirector
Managing
Executive
Officer●

Finance,accounting

Legalaffairs,
compliance

Human
resources,human
resourcesdevelopment

●

●

●

Internationality,
globalperspective

Engineering,development●●

Insight
into otherindustries●●

Director●●●

Tadashi
Honda

Managing
Executive
Officer

Hideyuki
Takahashi

OutsideDirector

●

●

Ryoko
Shimizu

OutsideDirector

●

●

●

●

RikiyaHattori

OutsideDirector

●

●

●

●

Osamu
Ogura

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

●

●

●

●

●

●
●
●
●

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